Licenses and Intellectual Property. 5.1 Each party hereby grants the other party (a) a limited and non-exclusive, royalty free license to use the granting party’s names, logos, service marks or trademarks (collectively, the “Marks” ), and (b) a license to use the granting party’s name as a reference in the other party’s marketing and other promotional materials, in each case solely for purposes of performing the other party’s obligations and exercising the other party’s rights under this Agreement; provided, however, that the other party may not use any Xxxx(s) or otherwise reference the granting party in any marketing, promotional or other materials, including on websites or in any social media owned or operated by the other party, until such uses and materials in whatever form have been previously submitted to and approved in writing by the granting party, which approval may be withheld by the granting party for any reason in its sole discretion.
5.2 Except for what is set forth in this Section 5.1, no rights or licenses with respect to any intellectual property are granted under this Agreement. Each party will own and retain all right, title, and interest in and to its names, logos and service marks, proprietary features and proprietary technology, trade secrets, patents, copyrights, trademarks, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including, without limitation, rights in and to all applications and registrations relating to any of the foregoing and including, without limitation, any such rights in and to any information or content contributed by such party to the other party.
5.3 Upon the granting party’s request, the other party will promptly remove, alter, or modify any and all use of the granting party’s Marks or other references to the granting party in any marketing, promotional or other materials, including on websites or social media platforms.
5.4 Upon termination of this Agreement for any reason, each party will discontinue any and all use of the other party’s Marks or other references to the other party in any marketing, promotional or other materials, including on websites and in social media, within a reasonable amount of time following the termination of this Agreement, not to exceed thirty (30) days. This section shall survive termination of this Agreement for any reason.
Licenses and Intellectual Property. 5.1. Subject to the limited rights expressly granted hereunder, Signavio reserves all right, title and interest in and to the Software and any content provided as part of the Software, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
5.2. Subject to Customer’s payment of the fees payable as agreed between the Parties, Signavio grants Customer a non-exclusive, limited, non-sublicensable and non-transferable right to use the Software, for the Term and limited to the number of fully paid User licenses, in accordance with the restrictions set forth in this Agreement.
5.3. Each User license, in accordance with the contractually agreed number and types of Users, is for use by its designated User only and must not be shared or used by another person but may be reassigned to a new User. A User must be registered with a personalized email address (e.g. xxxxxxxxx.xxxxxxxx@xxxxxxxx.xxx).
5.4. If Customer’s Affiliates use the Software, Customer shall cause its Affiliates to comply with this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Affiliate shall be deemed an act or omission of Customer.
5.5. Signavio is allowed to change functionalities of the Software through updates (e.g. due to technical progress or performance optimization) as long as these changes do not lead to a significant reduction in the Software Features in effect before such update was implemented.
5.6. Customer must not (and must not allow any third party to):
(i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
(ii) probe or penetrate data networks of Signavio;
(iii) circumvent any user limits or other use restrictions that are contractually agreed or built into the Software;
(iv) remove any proprietary notices, labels, or marks from the Software or related materials, including any documentation;
(v) frame or mirror any content forming part of the Software;
(vi) access the Software in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Software.
(vii) use the Software for any purpose other than its own commercial activities; and/or
(viii) use the Software for any illegal purposes, o...
Licenses and Intellectual Property. The Borrowers each possess all licenses, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, to conduct their respective business as now conducted and as presently proposed to be conducted, and the Borrowers are not in violation of any valid rights of others with respect to any of the items noted above.
Licenses and Intellectual Property. (a) Subject to this Agreement and in consideration of Your compliance with this Agreement and the Entrust IdentityGuard License Agreement, Entrust grants to You for the Term a royalty-free, non- exclusive, nontransferable license to use the Entrust IdentityGuard Marking Materials solely on Entrust IdentityGuard Second Factors Of Authentication; provided, however that (i) the Entrust IdentityGuard Marketing Materials are used by You specifically as set forth under this Agreement and the Entrust IdentityGuard Marking Guidelines, and (ii) the Entrust IdentityGuard Products are used by You in accordance with the Entrust IdentityGuard License Agreement. Entrust acknowledges You may outsource all or any part of the production or manufacture of Entrust IdentityGuard Second Factors of Authentication to a contractor or contractors. You shall be entitled to sublicense the rights granted to You in this section to any such contractor or contractors, but only to the minimum extent necessary to allow such contractor or contractors to produce or manufacture Entrust IdentityGuard Second Factors of Authentication for You. You shall impose all of the restrictions that are imposed by this Agreement upon you upon any contractors who are retained by You in connection with the manufacture or production of Entrust IdentityGuard Second Factors of Authentication. You shall be responsible for any act or omission by any such contractor in relation to the Entrust IdentityGuard Marking Materials shall any such acts or omissions of such contractors shall be deemed to be an act or omission by You. You are granted no other right, title, license to or interest in the Entrust IdentityGuard Marking Materials for any purpose. No right to create modifications or derivatives of the Entrust IdentityGuard Marking Materials is granted pursuant to this Agreement.
(b) You acknowledge that Entrust makes no representations and provides no warranties or conditions regarding Entrust’s ability to register the Entrust IdentityGuard Marking Materials or the availability for use of the Entrust IdentityGuard Marking Materials in any country.
(c) Subject only to the rights specifically granted to You hereunder, nothing contained in this Agreement shall be construed to limit or restrict, in any way or manner, any right of Entrust to encumber, transfer, license, access, reference, use, or practice the Entrust IdentityGuard Marking Materials in any way for any purpose or use, including, without limitation, Entr...
Licenses and Intellectual Property. Borrower and its subsidiaries hold all licenses, authorizations, charters, certificates and permits from governmental authorities which are necessary to the conduct of their businesses, except to the extent failure to hold would not have a Material Adverse Effect, and neither Borrower nor any of its subsidiaries has received written notice of any proceeding relating to the revocation or modification of any of such licenses, authorizations, charters, certificates or permits. Borrower and its subsidiaries own or otherwise possess rights to the patents, patent rights, licenses, inventions, copyrights, trademarks, service marks and trade names presently employed by them in connection with the businesses now operated by them, and neither Borrower nor any of its subsidiaries has received any notice of infringements of or conflict with asserted rights of others with respect to any of the foregoing, except where such infringement or conflict would not reasonably be expected to result in a Material Adverse Effect.
Licenses and Intellectual Property. 3.1 Gryphon hereby grants and will grant to Phylos and its Affiliates, a nonexclusive license under Gryphon Patent Rights solely for the purpose of conducting research and development activities in the performance of it obligations under this Agreement until the earlier of (i) completion of such activities hereunder or (ii) the earlier of expiration or termination of this Agreement.
3.2 Phylos hereby grants and will grant to Gryphon and its Affiliates a worldwide, nonexclusive license under PROfusion Technology including future improvements and enhancements thereto, specifically for use with Peptide Libraries (as defined in Appendix C) to screen, make, have made, improve, have improved, use, market, offer for sale, sell, have sold, distribute, have distributed, export and import (i) peptides and their derivatives isolated during use of PROfusion Technology, including but not limited to, screening of D-Targets provided to Phylos hereunder, and (ii) Products resulting from the application of PROfusion Technology using Peptide Libraries, with or without the additional application of Cosmix Technology. The foregoing licenses to Gryphon and Affiliates to use the PROfusion Technology shall be sublicensable solely for the purpose of enabling manufacturers to produce Products, if necessary or advisable. Nothing in this Agreement shall be construed to limit Gryphon’s or its Affiliates right or ability to grant licenses in respect of Products.
3.3 Gryphon shall xxxxx Xxxxxx and its Affiliates a fully paid up worldwide, non-exclusive license, with the right to sublicense, for any patented improvements and enhancements to Profusion Technology made by Gryphon or its Affiliates.
3.4 All inventions, data, and reports resulting from the activities of Phylos under this Agreement, with the exception of improvements or enhancements to the PROfusion Technology, will be assigned to Gryphon.
3.5 If a third party asserts that a patent or other right owned or controlled by it is infringed by PROfusion Technology, Phylos shall have the first right, but not the obligation, to defend against any such third party allegation of infringement by PROfusion Technology, and Phylos shall bear the costs of any such action, including attorneys’ fees. Gryphon shall also have the right to defend against such third party allegation of infringement at its own cost, if Phylos does not undertake such defense within forty-five (45) days after receiving notice of such third party allegation of infrin...
Licenses and Intellectual Property. 4.1 Company will provide the licenses described in and subject to the Contract. An Order will provide the license terms for any licensed materials, but if Company provides its intellectual property to Centene and no license is specified, Company hereby grants to Centene a worldwide, non-sublicenseable, fully paid, royalty free license for Centene, its Affiliates, and its third party service providers to use the intellectual property to fulfill the purposes of this Contract and solely for the benefit of Centene as long as such third party service providers are bound to confidentiality provisions no less stringent than those in the Confidentiality section of this Contract.
4.2 Centene and Company, respectively, own their previously existing or independently created intellectual property and retains their rights to third party intellectual property in their possession. Company assigns to Centene and will perform all actions necessary to perfect the assignment of, each deliverable and all intellectual property rights to any deliverables under the Contract. If protectable by copyright, Company and Centene agree that deliverables are “works made for hire” in favor of Centene within the meaning of the United States Copyright Act of 1976. If an Order provides that Company will retain intellectual property rights to materials it creates for Centene, Company hereby grants to Centene an exclusive right to the intellectual property for 3 years after its acceptance by Centene.
4.3 If Company incorporates its intellectual property into a deliverable, Company grants to Centene a perpetual, worldwide, assignable license for Centene and its third-party service providers to use that intellectual property in a manner consistent with Centene's use of the deliverable as described in the Contract (or, at minimum, in a commercially reasonable manner).
4.4 If Centene provides any of its property to the Company, the Company is permitted to use such material only to perform its Goods and Services and for no other purpose whatsoever. If the Goods and Services include, for example, the use of Centene’s trademarks to create materials for the public (including Centene personnel), the Company must seek Centene’s approval of each such use.
4.5 Company owns any feedback or suggestions made by Centene only if Centene submits the feedback or suggestion using a feedback form (such as on a website or within an application) except that (a) the feedback and suggestions are provided "AS IS" and ...
Licenses and Intellectual Property. 6.1.1. License from us to you We grant to you a non-exclusive, non-transferable, worldwide, royalty free license to use technology provided by us solely to access and use the services. This license terminates on the expiration or termination of this Agreement. Except for the license rights set out above, this license does not grant any additional rights to you. All right, title and interest in our technology shall remain with us or our licensors. You are not permitted to circumvent any devices designed to protect our, or our licensor’s, ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology. Any license provided to you, is provided with "RESTRICTED RIGHTS" applicable to private and public licensees. These rights include, but are not limited to, restrictions on use, duplication, or disclosure by the United States Government as set forth in this Agreement and as provided in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227 -19, as applicable.
Licenses and Intellectual Property. 7.1 With the exception of the rights of use expressly granted to the Customer by the Contract, vivenu retains all rights regarding the vivenu platform and other vivenu Services. In particular, the Contract does not transfer rights of ownership to the vivenu platform or other vivenu Services to the Customer.
7.2 In accordance with the terms of the Contract and subject to all payments owed to vivenu under this Agreement, vivenu grants the Customer a non-exclusive, non-sublicensable and non-transferable right to use the vivenu platform, limited to the term of the Agreement, to the extent necessary for its respective intended use. The license is exclusively for the Customer only and may not be shared with, or used by, or assigned to, third parties, except as specifically provided herein.
7.3 The following activities are expressly prohibited to the Customer.
(a) Editing, modifying, decompiling or disassembling the vivenu software as well as the creation of components or products based on the vivenu software, unless such activities have been expressly permitted by the Contract or nonwaivable provisions of applicable law;
(b) Investigating or penetrating vivenu’s networks;
(c) Bypassing user restrictions or other restrictions that have been contractually agreed or technically incorporated into the vivenu Platform;
(d) Removing trademarks or restrictions relating to the vivenu’s intellectual property rights to the vivenu platform or any of its components;
(e) Using the vivenu Platform to: (i) create a competing product or (ii) copy or otherwise exploit the design or function of the vivenu Platform.
7.4 If vivenu offers the Customer the ability to integrate or use additional third-party products, services, software or other components via the vivenu platform, now or in future, the respective third-party shall become the Customer’s contractual partner for these additional components. The Customer expressly acknowledges that the third- party provider alone is responsible for the provision of these additional components and vivenu is therefore in no way responsible for their availability and functionality as well as compatibility with the vivenu platform and therefore assumes no liability for any damages resulted to the Customer using such components. vivenu draws the customer's attention to the fact that third party components may be changed or discontinued by them or vivenu without prior notice.
7.5 The Customer hereby grants vivenu a non-exclusive, non-sublicensabl...
Licenses and Intellectual Property. Each Credit Party possesses all licenses, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, to conduct its business as now conducted and as presently proposed to be conducted, and no Credit Party is in violation of any valid rights of others with respect to any of the items noted above.
