Common use of LICENSES; OWNERSHIP Clause in Contracts

LICENSES; OWNERSHIP. 6.1 As between Dealer and TMS/USA, Dealer shall be the sole and exclusive owner of all right, title and interest in and to the Dealer Data, including all Intellectual Property Rights therein. Dealer grants to TMS/USA a non-exclusive, irrevocable, royalty-free, fully-paid, non-transferable (with the right to sublicense), perpetual license to access, use, display, download, distribute and create derivative works of the Dealer Data. 6.2 As between Dealer and TMS/USA, TMS/USA shall be the sole and exclusive owner of all right, title and interest in and to the TMS/USA Data and Marketing Materials, including all Intellectual Property Rights therein. TMS/USA grants to Dealer a non-exclusive, royalty-free, fully-paid, non-sub-licensable, non- transferable license to access, use, display, download and distribute TMS/USA Data and Marketing Materials during the Term solely for the purposes and solely to access and use the Services in accordance with the terms and conditions set forth herein. Dealer shall not, nor shall it permit others to: (i) use the Services or TMS/USA Data or Marketing Materials for purposes other than those set forth herein; (ii) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Services, or any portion therein; (iii) tamper or interfere with the Services or TMS/USA Data or Marketing Materials, or any portion therein;

LICENSES; OWNERSHIP. 6.1 As between Dealer and TMS/USA, Dealer shall be the sole and exclusive owner of all right, title and interest in and to the Dealer Data, Data including all Intellectual Property Rights therein. Dealer grants to TMS/USA a non-exclusive, irrevocable, royalty-free, fully-paid, non-transferable (with the right to sublicense), perpetual license to access, use, display, download, distribute and create derivative works of the Dealer Data. 6.2 As between Dealer and TMS/USA, TMS/USA shall be the sole and exclusive owner of all right, title and interest in and to the TMS/USA Data and Marketing MaterialsData, including all Intellectual Property Rights therein. TMS/USA grants to Dealer a non-exclusive, royalty-free, fully-paid, non-sub-licensable, non- non-transferable license to access and use the Services and to access, use, display, download download, distribute and distribute create derivative works of the TMS/USA Data and Marketing Materials and, during the Term solely for the purposes and solely to access and use the Services in accordance with the terms and conditions set forth herein. Dealer shall not, nor shall it permit others to: (i) use the Services or TMS/USA Data or Marketing Materials for purposes other than those set forth herein; (ii) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Services, or any portion therein; (iii) tamper or interfere with the Services or TMS/USA Data or Marketing MaterialsData, or any portion therein;; (iv) operate a service bureau; or (v) assign, sell, sublicense, lease, or otherwise transfer Dealer’s right to use the Services or TMS/USA Data, or any portion therein. 6.3 Notwithstanding anything contained herein to the contrary, as between Dealer and TMS/USA or Service Provider, all right, title and interest, including, without limitation, Intellectual Property Rights, in and to the Services, as well as updates, enhancements, modifications, derivative works or changes made by TMS/USA or Service Provider to the foregoing, remain with TMS/USA or Service Provider and are protected by trademark, copyright, patent and/or trade secret Laws.

LICENSES; OWNERSHIP. 6.1 As between Dealer and TMS/USA, Dealer shall be the sole and exclusive owner of all right, title and interest in and to the Dealer Data, including all Intellectual Property Rights therein. Dealer grants to TMS/USA a non-exclusive, irrevocable, royalty-free, fully-paid, non-transferable (with the right to sublicense), perpetual license to access, use, display, download, distribute and create derivative works of the Dealer Data. 6.2 As between Dealer and TMS/USA, TMS/USA shall be the sole and exclusive owner of all right, title and interest in and to the TMS/USA Data and Marketing Materials provided by TMS’USA hereunder (collectively, “TMS/USA Materials”), including all Intellectual Property Rights therein. TMS/USA grants to Dealer a non-exclusive, royalty-free, fully-paid, non-sub-licensable, non- transferable license to access, use, display, download access and distribute use TMS/USA Data and Marketing TMS/USA Materials during the Term solely for as required to participate in the purposes and solely to access and use the Services Program in accordance with the terms and conditions set forth herein, subject to any specific terms and conditions provided in connection with such TMS/USA Data and TMS/USA Materials. Dealer shall not, nor shall it permit others to: (i) use the Services Program or TMS/USA Data or Marketing TMS/USA Materials for purposes other than those set forth herein; (ii) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the ServicesProgram, or any portion therein; (iii) tamper or interfere with the Services Program or TMS/USA Data or Marketing TMS/USA Materials, or any portion therein;; (iv) operate a service bureau; or (v) assign, sell, sublicense, lease, or otherwise transfer Dealer’s right to use the Program or TMS/USA Data or TMS/USA Materials, or any portion therein. 6.3 Notwithstanding anything contained herein to the contrary, as between Dealer and TMS/USA or the applicable Third Party Service Provider, all right, title and interest, including, without limitation, Intellectual Property Rights, in and to the Program, as well as updates, enhancements, modifications, derivative works or changes made by TMS/USA or the applicable Third Party Service Provider to the foregoing, remain with TMS/USA or the applicable Third Party Service Provider and are protected by trademark, copyright, patent and/or trade secret Laws.

LICENSES; OWNERSHIP. 6.1 As between Dealer and TMS/USA, Dealer shall be the sole and exclusive owner of all right, title and interest in and to the Dealer Data, Data including all Intellectual Property Rights therein. Dealer grants to TMS/USA a non-exclusive, irrevocable, royalty-free, fully-paid, non-transferable (with the right to sublicense), perpetual license to access, use, display, download, distribute and create derivative works of the Dealer Data. 6.2 As between Dealer and TMS/USA, TMS/USA shall be the sole and exclusive owner of all right, title and interest in and to the TMS/USA Data and Marketing MaterialsData, including all Intellectual Property Rights therein. TMS/USA grants to Dealer a non-exclusive, royalty-free, fully-paid, non-sub-licensable, non- transferable license to access and use the Services and to access, use, display, download download, distribute and distribute create derivative works of the TMS/USA Data and Marketing Materials and, during the Term solely for the purposes and solely to access and use the Services in accordance with the terms and conditions set forth herein. Dealer shall not, nor shall it permit others to: (i) use the Services or TMS/USA Data or Marketing Materials for purposes other than those set forth herein; (ii) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Services, or any portion therein; (iii) tamper or interfere with the Services or TMS/USA Data or Marketing MaterialsData, or any portion therein;; (iv) operate a service bureau; or (v) assign, sell, sublicense, lease, or otherwise transfer Dealer’s right to use the Services or TMS/USA Data, or any portion therein. 6.3 Notwithstanding anything contained herein to the contrary, as between Dealer and TMS/USA or Service Provider, all right, title and interest, including, without limitation, Intellectual Property Rights, in and to the Services, as well as updates, enhancements, modifications, derivative works or changes made by TMS/USA or Service Provider to the foregoing, remain with TMS/USA or Service Provider and are protected by trademark, copyright, patent and/or trade secret Laws.