Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time in writing and provide to Licensor. All use by Licensor of the Licensed Licensee Marks with respect to form and appearance shall be subject to the written usage standards provided to Licensor by Licensee and the prior written approval of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use of a xxxx, Licensor may continue such specific use or cease and resume such specific use without additional approvals from Licensee. Licensor may not use any Licensed Licensee Marks to the extent such use creates a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxx.
Appears in 4 contracts
Samples: Stockholders' Agreement (America Online Latin America Inc), Stockholders' Agreement (America Online Latin America Inc), Aol License Agreement (America Online Latin America Inc)
Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL CIS and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL CIS Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL CIS and its Affiliates a non-transferable (except as expressly set forth herein), ) license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL CIS Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time in writing and provide to Licensor. All use by Licensor of the Licensed Licensee Marks with respect to form and appearance shall be subject to the written usage standards provided to Licensor by Licensee and the prior written approval of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use of a xxxx, Licensor may continue such specific use or cease and resume such specific use without additional approvals from Licensee. Licensor may not use any Licensed Licensee Marks to the extent such use creates a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxx.
Appears in 2 contracts
Samples: Stockholders' Agreement (America Online Latin America Inc), Stockholders' Agreement (America Online Latin America Inc)
Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-non- transferable (except as expressly set forth herein), license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time in writing and provide to Licensor. All use by Licensor of the Licensed Licensee Marks with respect to form and appearance shall be subject to the written usage standards provided to Licensor by Licensee and the prior written approval of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use of a xxxx, Licensor may continue such specific use or cease and resume such specific use without additional approvals from Licensee. Licensor may not use any Licensed Licensee Marks to the extent such use creates a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxx.
Appears in 1 contract
Samples: Aol License Agreement (America Online Latin America Inc)
Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain have the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time to create and use its own Marks, which may be used together with the Licensed Marks, in writing and provide connection with products or services with respect to Licensor. All use by Licensor which any of the Licensed Marks are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to the avxxxxbility or strength of such Mark. Licensee Marks shall have sole responsibility over the availability xxx strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting xx xood faith, Licensor shall determine that a Mark that Licensee proposes to use would disparage, tarnish, dilute xx potentially cause confusion with respect to form and appearance any Licensed Marks or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise would have a detrimental effect on the Licensed Marks, Licensor will approve Licensee's use of such proposed Mark. Licensor shall approve or disapprove any Marks proposed to be subject to the written usage standards provided to Licensor xxxd by Licensee and the prior written approval within a reasonable time of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use its receipt of a xxxx, Licensor may continue written request for such specific use approval. Licensee shall not file or cease and resume such specific use without additional approvals from Licenseeprosecute a trademark application to register any Mark which consists of xx xncorporates the Licensed Marks or any material element thereof or any Marks confusingly similar thereto. Licensor may not use Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensed Licensee Marks so as to the extent such use creates form a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxxnew Mark.
Appears in 1 contract
Samples: Brand and Trade Name License Agreement (Aol Time Warner Inc)
Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain have the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time to create and use its own Marks, which may be used together with the Licensed Marks, in writing and provide connection with products or services with respect to Licensor. All use by Licensor which any of the Licensed Marks are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Xxxx shall not be deemed to be a statement by Licensor as to the availability or strength of such Xxxx. Licensee Marks shall have sole responsibility over the availability and strength of the Xxxx. Unless, in the exercise of Licensor's sole discretion acting in good faith, Licensor shall determine that a Xxxx that Licensee proposes to use would disparage, tarnish, dilute or potentially cause confusion with respect to form and appearance any Licensed Marks or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise would have a detrimental effect on the Licensed Marks, Licensor will approve Licensee's use of such proposed Xxxx. Licensor shall approve or disapprove any Marks proposed to be subject to the written usage standards provided to Licensor used by Licensee and the prior written approval within a reasonable time of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use its receipt of a xxxx, Licensor may continue written request for such specific use approval. Licensee shall not file or cease and resume such specific use without additional approvals from Licenseeprosecute a trademark application to register any Xxxx which consists of or incorporates the Licensed Marks or any material element thereof or any Marks confusingly similar thereto. Licensor may not use Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensed Licensee Marks so as to the extent such use creates form a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxxnew Xxxx.
Appears in 1 contract
Samples: Brand and Trade Name License Agreement (Aol Time Warner Inc)
Licensee Marks. Licensor acknowledges Licensee shall have the right from time to time during the Term to create and agrees that (i) Licensee -------------- use its own Marks are and shall remain Copyrights, which may be used together with the sole property of LicenseeLicensed Marks and Licensed Copyright, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use products or services with respect to which any of the Licensed Licensee Marks and/or the Licensed Copyright are used; provided that, said use is not primarily directed towards in conformance with the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly Quality Standards set forth hereinin Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, license Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to availabxxxxy or strength of such Mark. Licensee shall have sole responsibility over the availability xxx strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting ix xxod faith, Licensor shall determine that a Mark or Copyright that Licensee proposes to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Servicescould disparage, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth hereintarxxxx, such license shall be on the same terms granted by Licensor to Licensee dilute or potentially cause confusion with respect to the AOL Licensed Marks as or the Licensed Copyright, or is not in conformance with Licensor's Quality Standards set forth in this Section 4. The foregoing license grant shall terminate simultaneously with Article 5 or otherwise could have a detrimental effect on the termination Licensed Marks or the Licensed Copyright, Licensor will approve Licensee's use of this Agreementsuch proposed Mark or Copyright. Licensor agrees shall approve or disapprove any Marks or Xxxyrights proposed to comply with be used by Licensee within a reasonable time of its receipt of a written request for such specific standards for use approval. Licensee shall not file or prosecute a trademark or copyright application to register any Marks or Copyrights which consist of or incorporate the Licensed Marks, Licensed Copyright or any material element thereof or any Marks or Copyrights confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as Licensee may, in its reasonable discretion, establish and modify from time to time in writing and provide to Licensor. All use by Licensor of the Licensed Licensee Marks with respect to form and appearance shall be subject to the written usage standards provided to Licensor by Licensee and the prior written approval of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use of a xxxx, Licensor may continue such specific use or cease and resume such specific use without additional approvals from Licensee. Licensor may not use any Licensed Licensee Marks to the extent such use creates a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxxnew Mark.
Appears in 1 contract
Licensee Marks. Licensor acknowledges Licensee shall have the right from time to time during the Term to create and agrees that (i) Licensee -------------- use its own Marks are and shall remain Copyrights, which may be used together with the sole property of LicenseeLicensed Marks and Licensed Copyright, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use products or services with respect to which any of the Licensed Licensee Marks and/or the Licensed Copyright are used; provided that, said use is not primarily directed towards in conformance with the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly Quality Standards set forth hereinin Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, license Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to availaxxxxty or strength of such Mark. Licensee shall have sole responsibility over the availability xxx strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting xx xood faith, Licensor shall determine that a Mark or Copyright that Licensee proposes to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Servicescould disparage, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth hereintaxxxxh, such license shall be on the same terms granted by Licensor to Licensee dilute or potentially cause confusion with respect to the AOL Licensed Marks as or the Licensed Copyright, or is not in conformance with Licensor's Quality Standards set forth in this Section 4. The foregoing license grant shall terminate simultaneously with Article 5 or otherwise could have a detrimental effect on the termination Licensed Marks or the Licensed Copyright, Licensor will approve Licensee's use of this Agreementsuch proposed Mark or Copyright. Licensor agrees shall approve or disapprove any Marks ox Xxpyrights proposed to comply with be used by Licensee within a reasonable time of its receipt of a written request for such specific standards for use approval. Licensee shall not file or prosecute a trademark or copyright application to register any Marks or Copyrights which consist of or incorporate the Licensed Marks, Licensed Copyright or any material element thereof or any Marks or Copyrights confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as Licensee may, in its reasonable discretion, establish and modify from time to time in writing and provide to Licensor. All use by Licensor of the Licensed Licensee Marks with respect to form and appearance shall be subject to the written usage standards provided to Licensor by Licensee and the prior written approval of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use of a xxxx, Licensor may continue such specific use or cease and resume such specific use without additional approvals from Licensee. Licensor may not use any Licensed Licensee Marks to the extent such use creates a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxxnew Mark.
Appears in 1 contract
Licensee Marks. Licensor acknowledges and agrees that (i) Licensee -------------- Marks are and shall remain have the sole property of Licensee, (ii) nothing in this Agreement shall convey to Licensor any right of ownership in the Licensee Marks, (iii) Licensor shall not now or in the future contest the validity of Licensee Marks, and (iv) Licensor shall not in any manner take any action that would impair the value of, or goodwill associated with, such Licensee Marks. Licensor acknowledges and agrees that all use of Licensee Marks shall inure to the benefit of Licensee. Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), worldwide, license to use in connection with marketing and providing the AOL Services those Licensee Marks used by Licensee in the Territory on Requested Developments ("Licensed Licensee Marks"), provided that such use of the Licensed Licensee Marks is not primarily directed towards the Territory. In addition, Licensee hereby grants to Licensor, AOL and its Affiliates a non-transferable (except as expressly set forth herein), license to use the Licensed Licensee Marks in the Territory in connection with the marketing and promotion of the Licensee Interactive Services, provided that any such use is made in consultation with Licensee and in furtherance of the Business of Licensee. Except as expressly set forth herein, such license shall be on the same terms granted by Licensor to Licensee with respect to the AOL Marks as set forth in this Section 4. The foregoing license grant shall terminate simultaneously with the termination of this Agreement. Licensor agrees to comply with such specific standards for use of the Licensed Licensee Marks as Licensee may, in its reasonable discretion, establish and modify from time to time to create and use its own Marks, which may be used together with the Licensed Marks, in writing and provide connection with products or services with respect to Licensor. All use by Licensor which any of the Licensed Marks are used; provided that, said use is in conformance with the Quality Standards set forth in 22 <PAGE> Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Xxxx shall not be deemed to be a statement by Licensor as to the availability or strength of such Xxxx. Licensee Marks shall have sole responsibility over the availability and strength of the Xxxx. Unless, in the exercise of Licensor's sole discretion acting in good faith, Licensor shall determine that a Xxxx that Licensee proposes to use would disparage, tarnish, dilute or potentially cause confusion with respect to form and appearance any Licensed Marks or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise would have a detrimental effect on the Licensed Marks, Licensor will approve Licensee's use of such proposed Xxxx. Licensor shall approve or disapprove any Marks proposed to be subject to the written usage standards provided to Licensor used by Licensee and the prior written approval within a reasonable time of Licensee to be exercised in accordance with such written guidelines. Once Licensee has approved a specific use its receipt of a xxxx, Licensor may continue written request for such specific use approval. Licensee shall not file or cease and resume such specific use without additional approvals from Licenseeprosecute a trademark application to register any Xxxx which consists of or incorporates the Licensed Marks or any material element thereof or any Marks confusingly similar thereto. Licensor may not use Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensed Licensee Marks so as to the extent such use creates form a substantial risk of (x) infringing a third-party's trademark or similar rights or (y) subjecting Licensee, Licensor or their respective Affiliates to claims of unfair competition, trademark dilution, passing off or other claims of any sort arising from use of a false, misleading or confusing xxxxnew Xxxx.
Appears in 1 contract