Limited License. In accordance with AAUW’s non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University Women,” the acronym “AAUW,” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUW. 1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretion.
Appears in 4 contracts
Samples: Aauw Affiliate Agreement, Aauw Affiliate Agreement, Affiliate Agreement
Limited License. In accordance Except for the SpinCo Know-How assigned to Sylvamo and its Affiliates in connection with AAUW’s the Separation and Distribution Agreement, the Parties hereby expressly acknowledge and agree that all rights in any Know-How used at the Mill, including in connection with the manufacture of Products hereunder, is, and shall at all times remain, fully and exclusively owned by IP.]Sylvamo hereby grants to IP a non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territoryexclusive, AFFILIATE is hereby granted a limitedfully-paid, revocable, nonroyalty-exclusive free license to use (iwithout further right of sub-license) the name Sylvamo Names and Marks during the Term solely for the purpose of applying the Sylvamo Names and Marks to the Products and the packaging, labeling and shipping materials for the Products as directed by Sylvamo pursuant to Section 2(i). Further, Sylvamo hereby grants to IP a non-exclusive fully-paid, royalty-free license to use (without further right of sub-license) any and all Sylvamo Intellectual Property rights during the Term solely for the purpose of fulfilling IP’s obligations to Sylvamo under this Agreement. Sylvamo shall obtain any consents, licenses or certifications from third parties, including third party fiber certification bodies or COLORLOK certification, to use Intellectual Property required for IP to manufacture the Products and the packaging, labeling and shipping materials for the Products and, if any such consent is not obtained, provide acceptable alternative arrangements to maintain the operation of RD16 at Budgeted Capacity. All costs and expenses (if any) incurred by Sylvamo to obtain any such consents, licenses or certifications or to secure alternative arrangements shall be paid by Sylvamo. For the avoidance of doubt, failure to obtain such consents or secure alternative arrangements shall not relieve Sylvamo of its obligation to operate RD16 at Budgeted Capacity, although IP shall not be obligated to produce the affected Products hereunder until such consents are obtained or alternative arrangements are provided. “American Association of University Women,Sylvamo Names and Marks” means the acronym “AAUW,” the logo of AAUWnames, and other AAUW marks, trademarks, service marks, license codes, trade namesdress, logos, monograms, domain names and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, other source or business identifiers of Sylvamo products set forth on Schedule F and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUWcopyrights.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretion.
Appears in 3 contracts
Samples: Supply and Offtake Agreement (Sylvamo Corp), Supply and Offtake Agreement (Sylvamo Corp), Supply and Offtake Agreement (Sylvamo Corp)
Limited License. In accordance with AAUW’s non-exclusive Subject to the terms and conditions of this LLA and applicable Open Source Terms (as defined hereafter) and during the term of this LLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territorylicense, AFFILIATE is hereby granted a limited, revocableworldwide, non-exclusive license exclusive, non-transferable, royalty-free, license, without the right to sub-license, to use (iinternally the Licensed Materials solely and exclusively with ST inertial sensor measuring full scale rotational rates all equal to or greater than 250 degrees/second ( “ST Gyros”) for the name “American Association sole purpose of University Women,” the acronym “AAUW,” the logo performing evaluation, simulation, testing and development of AAUW, software/hardware applications and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marksperforming non-commercial demonstration of such Licensee’s software/hardware applications with ST Gyros(“Limited License Purpose”), (ii) AAUW’s membership mailing, telephone, facsimile, . To the extent the Licensed Materials are made available to You in source code and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement LLA, ST hereby grants You under intellectual property rights owned by ST and any written guidelines attached heretoits Affiliates or under which ST and its Affiliates has the right to grant a license, otherwise incorporated hereinduring the term of this LLA, or subsequently provided a worldwide, non-exclusive, royaltyfree, non-transferable license, without the right to AFFILIATE by AAUW.
1sublicense, to use, reproduce and modify the source code form of the Licensed Materials and compile such modified source code into new object code, for the Limited License Purpose only. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant November 2015 DocID028628 Rev 1 1/7 Subject to the terms and conditions of this limited LLA, ST hereby grants You under intellectual property rights owned by ST and revocable its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free, license without the right to sub-license, to use internally and make a reasonable number of copies of the Documentation provided by ST under this LLA, solely to support the Limited License Purpose. Any failure by AFFILIATE Subject to comply with the terms and conditions contained all limitations described herein, You are authorized to have third party contractors exercise for You and on your behalf the license rights as set forth above. You are fully responsible vis-à-vis ST for any act or omission of your contractors and any breach by Your contractors shall be deemed a breach by You hereunder. You acknowledge that the Licensed Materials have not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether willful the Licensed Materials meet your requirements or negligentnot, may result and will be suitable for your intended use or application. Therefore the Licensed Materials shall be deemed accepted upon delivery to Licensee. You shall use, at your own risk, the Licensed Materials and any development that is obtained from such use. You acknowledge that ST and its Affiliates cannot in any way be held responsible for the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation consequences resulting from use of the charter Licensed Materials and any development made following such use of AFFILIATE by AAUWthe Licensed Materials. The interpretation You acknowledge you are receiving the Licensed Materials under a limited license and enforcement (or lack thereof) not as a purchaser of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretionthe Licensed Materials.
Appears in 2 contracts
Samples: Software License Agreement, Software License Agreement
Limited License. In accordance with AAUWSNA’s non-exclusive grant to AFFILIATE of the ability Affiliate to be a AFFILIATE an affiliate of AAUW SNA in the TerritoryState, AFFILIATE the Affiliate is hereby granted a limited, revocable, non-exclusive license to use for appropriate purposes and in a professional manner as authorized by this Agreement: (i) the name names “American Association of University WomenSchool Nutrition Association,” the acronym “AAUW,SNA” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos possessed or developed by SNA (hereinafter collectively referred to as the “''Marks”"), (ii) AAUWSNA’s membership mailingpostal mail, telephone, telecopier/facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW SNA located within the Territory State (hereinafter collectively referred to as the “"Mailing List”Lists''), and (iii) all copyrighted or proprietary information and materials provided by AAUW SNA to AFFILIATE the Affiliate during the Term of this Agreement (hereinafter referred to as the “"Proprietary Information”) (the lnformation"). The Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “"Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the ". The limited authority granted by this Agreement to use the Intellectual Property will extend solely in connection with to the activities authorized under this AgreementAgreement as outlined in section IV, and will be subject to the all terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE the Affiliate by AAUW.
1SNA. The SNA’s Marks may not be revised or altered in any way and must be displayed in the same form as provided by SNA. SNA’s Marks may not be used in conjunction with or combined with any other trademark, name or service xxxx without the express prior written approval of SNA. SNA’s Intellectual Property is and shall remain at all times will not be used in any manner that, in the sole discretion of SNA, adversely affects SNA’s or its members’ reputations and exclusive property goodwill, is false or misleading, violates the rights of AAUWothers, violates this Agreement or violates any law, regulation or public policy. The Affiliate will not sell, transfer, permit others to use or otherwise disseminate the Mailing Lists, except as specifically authorized by SNA. Use of SNA’s Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to will confer no rights upon the terms and conditions of this Affiliate other than the limited and revocable licenselicense granted by this Agreement. Any failure Affiliate will promptly provide copies of any and all uses of the Intellectual Property upon request by AFFILIATE to comply with SNA. This paragraph will survive the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation termination of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretionAgreement.
Appears in 2 contracts
Samples: State Chapter Affiliation Agreement, State Chapter Affiliation Agreement
Limited License. In accordance with AAUW’s non-exclusive Subject to the terms and conditions of this LLA and applicable Open Source Terms (as defined hereafter) and during the term of this LLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territorylicense, AFFILIATE is hereby granted a limited, revocableworldwide, non-exclusive license exclusive, non-transferable, royalty-free, license, without the right to sub-license, to use internally the Licensed Materials solely and exclusively with ST chipsets or ST integrated circuits (icollectively “ST Chipsets”) for the name sole purpose of performing evaluation, simulation, testing and development of software/hardware applications and performing non-commercial demonstration of such Licensee’s software/hardware applications with ST Chipsets (“American Association of University Women,” the acronym “AAUW,” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “MarksLimited License Purpose”), (ii) AAUW’s membership mailing, telephone, facsimile, . To the extent the Licensed Materials are made available to You in source code and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement LLA, ST hereby grants You under intellectual property rights owned by ST and any written guidelines attached heretoits Affiliates or under which ST and its Affiliates has the right to grant a license, otherwise incorporated hereinduring the term of this LLA, or subsequently provided a worldwide, non-exclusive, royaltyfree, non-transferable license, without the right to AFFILIATE by AAUW.
1sublicense, to use, reproduce and modify the source code form of the Licensed Materials and compile such modified source code into new object code, for the Limited License Purpose only. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant November 2015 DocID028627 Rev 1 1/7 Subject to the terms and conditions of this limited LLA, ST hereby grants You under intellectual property rights owned by ST and revocable its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free, license without the right to sub-license, to use internally and make a reasonable number of copies of the Documentation provided by ST under this LLA, solely to support the Limited License Purpose. Any failure by AFFILIATE Subject to comply with the terms and conditions contained all limitations described herein, You are authorized to have third party contractors exercise for You and on your behalf the license rights as set forth above. You are fully responsible vis-à-vis ST for any act or omission of your contractors and any breach by Your contractors shall be deemed a breach by You hereunder. You acknowledge that the Licensed Materials have not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether willful the Licensed Materials meet your requirements or negligentnot, may result and will be suitable for your intended use or application. Therefore the Licensed Materials shall be deemed accepted upon delivery to Licensee. You shall use, at your own risk, the Licensed Materials and any development that is obtained from such use. You acknowledge that ST and its Affiliates cannot in any way be held responsible for the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation consequences resulting from use of the charter Licensed Materials and any development made following such use of AFFILIATE by AAUWthe Licensed Materials. The interpretation You acknowledge you are receiving the Licensed Materials under a limited license and enforcement (or lack thereof) not as a purchaser of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretionthe Licensed Materials.
Appears in 2 contracts
Samples: Software License Agreement, Software License Agreement
Limited License. 1. In accordance with AAUWASSOCIATION’s non-exclusive grant of a charter to AFFILIATE of the ability CHAPTER, ASSOCIATION hereby grants to be a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby granted CHAPTER a limited, revocable, non-exclusive license to use (i) the name “American Association of University WomenClinical Research Professionals,” the acronym “AAUWACRP,” the CHAPTER logo of AAUWprovided by the ASSOCIATION (collectively, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), ; (ii) AAUWASSOCIATION’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW ASSOCIATION located within the CHAPTER’s Territory as determined by ASSOCIATION (hereinafter collectively referred to as the “Mailing List”), ; and (iii) all copyrighted or proprietary information and materials provided by AAUW ASSOCIATION to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “ASSOCIATION Intellectual Property”) in or in connection with AFFILIATECHAPTER’s name, acronym and logo and for other official AFFILIATECHAPTER-related purposes, with the limited authority to use the ASSOCIATION Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE CHAPTER by AAUWASSOCIATION.
12. The ASSOCIATION Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable licenseASSOCIATION. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWASSOCIATION. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWASSOCIATION. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW ASSOCIATION in its sole discretion.
3. The ASSOCIATION Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. In any authorized use by CHAPTER of the ASSOCIATION Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and any other guidelines that ASSOCIATION may prescribe. Use of the ASSOCIATION Intellectual Property shall create no rights for CHAPTER in or to the ASSOCIATION Intellectual Property or its use beyond the terms and conditions of this limited and revocable license.
4. CHAPTER hereby grants to ASSOCIATION a limited, revocable, non-exclusive license to use (i) any name, acronym, or logo associated with the CHAPTER; (ii) CHAPTER’s mailing list; and (iii) all copyrighted or proprietary information and materials provided by CHAPTER to ASSOCIATION during the Term of this Agreement (collectively, “CHAPTER Intellectual Property”).
5. Except as provided expressly herein, no property, license, permission, or interest of any kind to the use of the ASSOCIATION Intellectual Property or CHAPTER Intellectual Property is created, transferred, or acquired to or by the other party.
6. CHAPTER agrees that it shall not permit any person or entity to use the ASSOCIATION Intellectual Property, without the express prior written consent of ASSOCIATION.
7. CHAPTER agrees that it shall not revise or alter the Marks in any way that conflicts with the ASSOCIATION’s logo guidelines.
8. CHAPTER agrees that its usage of ASSOCIATION’s Intellectual Property shall be restricted solely to the activities authorized under this Agreement. CHAPTER agrees further that the exploitation of such right of usage shall protect the name and goodwill of ASSOCIATION.
9. CHAPTER and ASSOCIATION each represent and warrant that it has the full right to grant the licenses provided herein; that it has not previously or in any manner disposed of any of the rights granted herein or granted rights adverse to or inconsistent therewith; that there are no rights outstanding that would diminish, encumber, or impair the full enjoyment or exercise of the rights granted herein; and that its intellectual property does not and will not violate or infringe upon any patent copyright, literary, privacy, publicity, trademark, service xxxx, or other personal or property right of any third party, or constitute a libel or defamation of any third party.
10. Upon the termination or expiration of this Agreement, CHAPTER and ASSOCIATION shall (i) immediately cease utilization of the other party’s intellectual property; and (ii) return all originals and copies of the other party’s intellectual property to the other party (whether printed, electronic, recorded, or in other tangible form) at the other party’s request.
11. If CHAPTER seeks to use the name, acronym, logo, mailing list, or other intellectual property of another affiliate of ASSOCIATION, CHAPTER shall request permission from such affiliate prior to such use.
Appears in 2 contracts
Samples: Affiliation Agreement, Affiliation Agreement
Limited License. In accordance with AAUWFSPA’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE chapter of AAUW in the TerritoryFSPA, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-exclusive exclusive, non-divisible, non-transferable, non- assignable license to use use, during the Term of this Agreement in or in connection with CHAPTER’s name, acronym and logo and for other official CHAPTER-related purposes, the following Intellectual Property:
(i) the name “American Association of University WomenFlorida Swimming Pool Associations,” the acronym “AAUWFSPA,” the logo of AAUWFSPA, and other AAUW FSPA trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), logos; and
(ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW FSPA to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited CHAPTER. The authority to use the Intellectual Property solely in connection with the is limited to those activities authorized under this Agreement, Agreement and is subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated hereincontained in the Chapter Operations Handbook, or subsequently provided to AFFILIATE CHAPTER by AAUWFSPA.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWFSPA. The Intellectual Property may be used by AFFILIATE CHAPTER if and only if such use is made pursuant to the terms and conditions of this limited and revocable license.
2. Any failure FSPA’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by AFFILIATE FSPA. The Intellectual Property may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of FSPA.
3. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER- related purposes. CHAPTER shall not permit any third party to comply use the Intellectual Property without FSPA's express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without FSPA's express prior written approval. The Intellectual Property may not be used for individual personal or professional gain or other private benefit. The Intellectual Property may not be used in any manner that, in the sole discretion of FSPA, discredits FSPA or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between FSPA and CHAPTER.
4. In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law or state law and any other guidelines that FSPA may prescribe.
5. FSPA reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that CHAPTER’s usage thereof is not in strict accordance with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this limited and revocable license, in whole or in part, by AAUW.
6. Failure to comply, whether willful or negligent, also may result in the suspension or revocation All rights of usage of the charter Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of AFFILIATE by AAUWthis Agreement. The interpretation and enforcement (CHAPTER's obligations to protect the Intellectual Property shall survive the revocation, surrender or lack thereof) other termination of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretionthis Agreement.
Appears in 1 contract
Samples: Chapter Affiliation Agreement
Limited License. In accordance with AAUWUCP’s non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE an affiliate of AAUW UCP in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive exclusive, non-divisible, non-transferable, non-sublicensable, non-assignable license to use use, in connection with AFFILIATE’s name, acronym and logo together with any and all other names for programs and offerings (whether now in existence or developed by UCP in the future), subject to such restrictions as UCP shall at its sole discretion require, the following Intellectual Property:
(i) the name trademark “American Association of University Women,” United Cerebral Palsy”
(ii) the acronym trademark “AAUW,” UCP”
(iii) the trademark logo of AAUWUCP (i.e. the “Sun & Path Design”);, and and
(iv) other AAUW UCP trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), a complete list of which is provided in Appendix B hereto;
(iiv) AAUWUCP’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members donors of AAUW UCP located within the Territory (hereinafter collectively referred to as the “Mailing ListLists”), and and
(iiivi) all copyrighted or proprietary information and materials provided by AAUW UCP to AFFILIATE during the Term term of this Agreement (hereinafter collectively referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing ListLists, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with ). AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to permitted use of the Intellectual Property solely in connection with the is limited to those activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines policies attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUWUCP, including UCP’s Trademark Policy.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWUCP. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWUCP. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUWUCP and including a termination of this Agreement. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW UCP in its sole non- discriminatory and reasonable discretion.
2. UCP’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by UCP. The Intellectual Property may not be used in conjunction with any other trade name, trademark, or service xxxx without the express prior written approval of UCP which approval shall not be unreasonably withheld, conditioned or delayed.
3. The Intellectual Property must be used by AFFILIATE in a professional manner and solely for official AFFILIATE-related purposes. AFFILIATE shall not permit any third party to use the Intellectual Property without UCP’s express prior written approval. AFFILIATE shall not sell or trade the Lists or Proprietary Information without UCP’s express prior written approval. The Intellectual Property may not be used for individual personal or professional gain or other private benefit. The Intellectual Property may not be used in any manner that, in the sole discretion of UCP, discredits UCP or tarnishes its reputation or otherwise xxxxx the goodwill associated with the Marks; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between UCP and AFFILIATE, including but not limited to the fact that AFFILIATE is a separate and distinct legal entity from UCP.
4. In any authorized use by AFFILIATE of the Intellectual Property, AFFILIATE shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law or state law and any other guidelines that UCP may prescribe.
5. UCP shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. In particular, UCP shall monitor and control the quality of goods and services provided by AFFILIATE in connection with the licensed Marks. AFFILIATE shall meet high quality and consistency standards with respect to all goods and services offered under the Marks, adequate and suitable for the intended purpose of the goods and services, as required by UCP. UCP reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its reasonable discretion, that AFFILIATE’s usage thereof is not in strict accordance with the terms and conditions of this license.
6. All use by AFFILIATE of the Intellectual Property shall inure to the benefit of UCP. Use of the Intellectual Property by AFFILIATE shall create no rights for AFFILIATE in or to the Intellectual Property or its use beyond the terms and conditions of this license. All rights to use Intellectual Property by AFFILIATE shall terminate immediately upon the revocation, surrender or other termination of this Agreement. AFFILIATE's obligations to protect the Intellectual Property from unauthorized disclosure or inappropriate use shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Charter Agreement
Limited License. In accordance with AAUWSSDP’s non-exclusive grant to AFFILIATE of the ability Chapter to be a AFFILIATE chapter of AAUW in the TerritorySSDP, AFFILIATE Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association Students for Sensible Drug Policy”, “SSDP”, logos of University Women,” the acronym “AAUW,” the logo of AAUWSSDP, and other AAUW SSDP trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), ; and (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW SSDP to AFFILIATE Chapter during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (, the Marks, Mailing List, Marks and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATEChapter’s name, acronym acronym, and logo and for other official AFFILIATEChapter-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE Chapter by AAUW.
1SSDP. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWSSDP. The Intellectual Property may be used by AFFILIATE Chapter if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWSSDP. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE Chapter by AAUWSSDP. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW SSDP in its sole discretion. SSDP’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by SSDP. The Marks may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of SSDP. The Intellectual Property must be used by Chapter in a professional manner and solely for official Chapter-related purposes. Chapter shall not permit any third party to use the Intellectual Property without SSDP’s express prior written approval. Chapter shall not sell or trade the Intellectual Property without SSDP’s express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of SSDP, discredits SSDP or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation, or other public policy; or mischaracterizes the relationship between SSDP and Chapter, including but not limited to the fact that Chapter is a separate and distinct legal entity from SSDP. Chapter shall maintain the confidentiality of contacts and contact information provided by SSDP, and shall not sell, trade, transmit, or otherwise disseminate contacts or contact information, in whole or in part, to any third party without the express prior written approval of SSDP. In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Chapter Territory, and any other guidelines that SSDP may prescribe. SSDP shall have the right to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. SSDP reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license. Use of the Intellectual Property shall create no rights for Chapter in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by Chapter shall terminate immediately upon the revocation, surrender, or other termination of this Agreement. Chapter’s obligations to protect the Intellectual Property shall survive the revocation, surrender, or other termination of this Agreement.
Appears in 1 contract
Samples: Chapter Agreement
Limited License. In accordance with AAUWAMCP’s non-exclusive grant to AFFILIATE of the ability to be a an AFFILIATE of AAUW AMCP in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive license to use use:
(i) the The name “American Association Academy of University WomenManaged Care Pharmacy,” the acronym “AAUW,AMCP” the logo of AAUW, and other AAUW AMCP trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”) in conjunction with and only with the name of the AFFILIATE (e.g. Academy of Managed Care Pharmacy – Texas Affiliate or TX- AMCP), .
(ii) AAUWThe AFFILIATE will use the AMCP AFFILIATE-specific logo for all AFFILIATE business. Further, the AFFILIATE must follow the Guidelines (Addendum II) developed for the use of the AMCP AFFILIATE-specific logo. The AMCP-only logo may not be used by the AFFILIATE.
(iii) AMCP’s membership mailing, telephone, facsimilefax, and electronic mail lists with respect to past, current or prospective members of AAUW AMCP located within the Territory TERRITORY (hereinafter collectively referred to as the “Mailing List”), and .
(iiiiv) all All copyrighted or proprietary information and materials provided by AAUW AMCP to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUWAMCP.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWAMCP. The Intellectual Property may be used by AFFILIATE of AMCP if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWAMCP. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUWAMCP. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW AMCP in its sole discretion.
2. The AMCP AFFILIATE-specific logo may not be revised or altered in any way, and must be displayed in the same form as produced by AMCP and may only be used in accordance with the Guidelines developed by AMCP. Other AMCP Marks may not be used in conjunction with any other trademark, service xxxx, logo or other xxxx without the express prior written approval of AMCP.
3. The Intellectual Property must be used by AFFILIATE in a professional manner and solely for official AFFILIATE-related purposes. AFFILIATE shall not permit any third party to use the Intellectual Property without AMCP's express prior written approval. AFFILIATE shall not sell or trade the Intellectual Property without AMCP's express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of AMCP, discredits AMCP or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between AMCP and AFFILIATE, including but not limited to the fact that AFFILIATE is a separate and distinct legal entity from AMCP.
4. AFFILIATE shall maintain the confidentiality of the Mailing List and shall not sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the express prior written approval of AMCP.
5. In any authorized use by AFFILIATE of the Intellectual Property, AFFILIATE shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and any other guidelines that AMCP may prescribe.
6. AMCP shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. AMCP reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that AFFILIATE’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
7. Use of the Intellectual Property shall create no rights for AFFILIATE in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by AFFILIATE shall terminate immediately upon the revocation, surrender or other termination of this Agreement. AFFILIATE's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUW’s AEA’S non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE chapter of AAUW AEA in the Territory, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University Women,” the Enterprise Architects”, acronym “AAUW,” the AEA”, and logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos AEA (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) Use all copyrighted or proprietary information and materials provided by AAUW AEA to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “"Proprietary Information”) "), (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “"Intellectual Property”) "), in or in connection with AFFILIATE’s CHAPTER's name, acronym and logo and for other official AFFILIATECHAPTER-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE CHAPTER by AAUW.
1AEA. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWAEA. The Intellectual Property may be used by AFFILIATE CHAPTER of AEA if and only if such use is made pursuant according to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWAEA. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWAEA. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW in AEA at its sole discretion. AEA's logo may not be revised or altered in any way, and must be displayed in the same form as produced by AEA. The Marks may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of AEA. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. CHAPTER shall not permit any third party to use the Intellectual Property without AEA's express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without AEA's express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of AEA, discredits AEA or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between AEA and CHAPTER, including but not limited to the fact that CHAPTER is a separate and distinct legal entity from AEA. AEA is the sole owner of the membership list of names, mailing addresses, email addresses and phone numbers of all members. CHAPTER will maintain the confidentiality of the member list and will not sell, trade, transmit the membership list, in whole or in part, to any third party without the express prior written approval of AEA. Neither shall the CHAPTER member list or the CHAPTER database be used to personally benefit any CHAPTER member or officer(s). In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that all applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and any other guidelines that AEA may prescribe. AEA shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. AEA reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, at its sole discretion, that CHAPTER's usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license. Use of the Intellectual Property shall create no rights for CHAPTER in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of this Agreement. CHAPTER's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Charter Agreement
Limited License. In accordance with AAUWGMIS International’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE chapter of AAUW GMIS International in the Territory, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-exclusive license to use use
(i) the name acronym “American Association of University WomenGMIS International,” the acronym “AAUW,” the logo of AAUWGMIS International, and other AAUW GMIS International trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), ,
(ii) AAUWGMIS International’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW GMIS International located within the Territory (hereinafter collectively referred to as the “Mailing List”), and ,
(iii) all copyrighted or proprietary information and materials provided by AAUW GMIS International to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATECHAPTER’s name, acronym and logo and for other official AFFILIATECHAPTER-related purposes, and all GMIS International Intellectual Property (defined as the Marks, Mailing List, and Proprietary Information collectively), with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE CHAPTER by AAUWGMIS International.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWGMIS International. The Intellectual Property may be used by AFFILIATE CHAPTER of GMIS International if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWGMIS International. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWGMIS International. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW GMIS International in its sole discretion.
2. GMIS International’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by GMIS International. The Marks may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of GMIS International.
3. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. CHAPTER shall not permit any third party to use the Intellectual Property without GMIS International's express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without GMIS International's express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of GMIS International, discredits GMIS International or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between GMIS International and CHAPTER, including but not limited to the fact that CHAPTER is a separate and distinct legal entity from GMIS International.
4. CHAPTER shall maintain the confidentiality of the Mailing List and shall not sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the express prior written approval of GMIS International.
5. In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and any other guidelines that GMIS International may prescribe.
6. GMIS International shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. GMIS International reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that CHAPTER’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
7. Use of the Intellectual Property shall create no rights for CHAPTER in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of this Agreement. CHAPTER's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUWURISA’s non-exclusive grant to AFFILIATE of the ability Chapter to be a AFFILIATE chapter of AAUW URISA in the Territory, AFFILIATE Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University WomenUrban and Regional Information Systems Association,” the acronym “AAUWURISA,” the logo of AAUWURISA, and other AAUW URISA trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), ; (ii) AAUWURISA’s membership mailing, telephone, facsimilefax, and electronic mail lists with respect to past, current or prospective members of AAUW URISA located within the Territory (hereinafter collectively referred to as the “Mailing Membership List”), ; and (iii) all copyrighted or proprietary information and materials provided by AAUW URISA to AFFILIATE Chapter during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATEChapter’s name, acronym and logo and for other official AFFILIATEChapter-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE Chapter by AAUWURISA.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWURISA. The Intellectual Property may be used by AFFILIATE Chapter of URISA if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWURISA. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE Chapter by AAUWURISA. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW URISA in its sole discretion.
2. URISA’s logo may not be revised or altered in any way, without prior, written approval from the URISA Board of Directors. The Marks may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of URISA.
3. The Intellectual Property must be used by Chapter in a professional manner and solely for official Chapter-related purposes. Chapter shall not permit any third party to use the Intellectual Property without URISA's express prior written approval. Chapter shall not sell or trade the Intellectual Property without URISA's express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of URISA, discredits URISA or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between URISA and Chapter, including but not limited to the fact that Chapter is a separate and distinct legal entity from URISA.
4. Chapter shall maintain the confidentiality of the Membership List and shall not sell, trade, transmit, or otherwise disseminate the Membership List, in whole or in part, to any third party without the express prior written approval of URISA.
5. In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to any guidelines that URISA may prescribe.
6. URISA shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. URISA reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
7. Use of the Intellectual Property shall create no rights for Chapter in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by Chapter shall terminate immediately upon the revocation, surrender or other termination of this Agreement. Chapter's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUWOHBM’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE CHAPTER of AAUW OHBM in the TerritoryRegion, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-non- exclusive license to use (i) the name “American Association Organization of University Women,” the acronym “AAUW,” the Human Brain Mapping (OHBM), logo of AAUW, OHBM and other AAUW OHBM trademarks, service marks, trade names, names and logos (hereinafter collectively referred to as the “Marks”), ) and (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW OHBM to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, Information”)(the Marks and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATECHAPTER’s name, acronym and logo and for other official AFFILIATE-CHAPTER related purposes, purposes with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, herein or subsequently provided to AFFILIATE CHAPTER by AAUWOHBM. Any CHAPTER names, acronyms and logos developed by the Chapter during the affiliation become the intellectual property of OHBM.
1. a. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWOHBM. The Intellectual Property may be used by AFFILIATE CHAPTER of OHBM if and only if such use is made pursuant to the terms and conditions condition of this limited and revocable license. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWOHBM. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWOHBM. The interpretation and enforcement (or lack thereof) of these terms and conditions, conditions and compliance therewith, shall be made by AAUW OHBM in its sole discretion.
b. OHBM’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by OHBM. The Marks may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of OHBM.
c. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. CHAPTER shall not permit any third party to use the Intellectual Property without OHBM’s express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without OHBM’s express prior written approval. Notwithstanding, the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of OHBM, discredits OHBM or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between OHBM and CHAPTER including but not limited to the face that CHAPTER is a separate and distinct legal entity from OHBM.
d. In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, international law, the laws of the Region, and any other guidelines that OHBM may prescribe.
e. OHBM shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. OHBM reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that CHAPTER’s usage thereof is not in the strict accordance with the terms and conditions of this limited and revocable license.
f. Use of the Intellectual Property shall create no rights for CHAPTER in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of this Agreement. CHAPTER’s obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUW’s non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University Women,” the acronym “AAUW,” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUW.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW in its sole discretion.
Appears in 1 contract
Samples: Aauw Affiliate Agreement
Limited License. In accordance with AAUWUCP’s non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE an affiliate of AAUW UCP in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive exclusive, non-divisible, non-transferable, non-assignable license to use use, during the Term of this Agreement in connection with AFFILIATE’s name, acronym and logo and for other official affiliate-related purposes, subject to such restrictions as UCP shall at its sole discretion require, the following Intellectual Property:
(i) the name “American Association of University WomenUnited Cerebral Palsy,” the acronym name “AAUWUCP,” the logo of AAUWUCP, and other AAUW UCP trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), ,
(ii) AAUWUCP’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members donors of AAUW UCP located within the Territory (hereinafter collectively referred to as the “Mailing ListLists”), and and
(iii) all copyrighted or proprietary information and materials provided by AAUW UCP to AFFILIATE during the Term term of this Agreement (hereinafter collectively referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing ListLists, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited ). The authority to use the Intellectual Property solely in connection with the is limited to those activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines policies attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUWUCP, including UCP’s Trademark Policy.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWUCP. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWUCP. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUWUCP. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW UCP in its sole discretion.
2. UCP’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by UCP. The Intellectual Property may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of UCP.
3. The Intellectual Property must be used by AFFILIATE in a professional manner and solely for official AFFILIATE- related purposes. AFFILIATE shall not permit any third party to use the Intellectual Property without UCP's express prior written approval. AFFILIATE shall not sell or trade the Intellectual Property without UCP's express prior written approval. The Intellectual Property may not be used for individual personal or professional gain or other private benefit. The Intellectual Property may not be used in any manner that, in the sole discretion of UCP, discredits UCP or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between UCP and AFFILIATE, including but not limited to the fact that AFFILIATE is a separate and distinct legal entity from UCP.
4. AFFILIATE shall maintain the confidentiality of the Mailing List and shall not sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the express prior written approval of UCP.
5. In any authorized use by AFFILIATE of the Intellectual Property, AFFILIATE shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law or state law and any other guidelines that UCP may prescribe.
6. UCP shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. UCP reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that AFFILIATE’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
7. Use of the Intellectual Property shall create no rights for AFFILIATE in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by AFFILIATE shall terminate immediately upon the revocation, surrender or other termination of this Agreement. AFFILIATE's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance All materials and content presented in connection with AAUW’s non-exclusive grant us, our Services and the App are protected by applicable intellectual property regulations. These intellectual property rights are subject to AFFILIATE of the ability protection and shall not be licensed to be a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby any third party unless expressly specified otherwise. Hereby you are granted a limited, revocablepersonal, non-exclusive commercial license to use (i) the name “American Association of University Women,” the acronym “AAUW,” the logo of AAUW, materials and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided content protected by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property intellectual property rights solely in connection with your use of our Services and the activities authorized under App. Any use of these materials and content beyond the scope of this Agreementlicense constitutes an infringement of intellectual property rights and may lead to legal action initiated by us. Distribution and sharing of our materials and content on third-party websites, file hosting Apps, and similar services are strictly prohibited. Additionally, we forbid reproduction, display, public performance, distribution and use of our materials and content for any public and commercial purposes. Any copying or sharing of our materials and content must be preceded by a formal request for permission from us, which will be granted only through a written notice explicitly permitting such actions. Furthermore, you agree to retain any watermarks, copyright signs, and other relevant copyrights and proprietary notices associated with these materials and content as originally provided. Modification, alteration, and sale of our materials and content are strictly prohibited and subject to the terms protections afforded by intellectual property regulations. We take the protection of our intellectual property rights seriously and conditions of this Agreement expect all Users to respect and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided adhere to AFFILIATE by AAUW.
1these provisions. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant Please note that failure to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, do so may result in legal implications. You agree and acknowledge that we shall not be liable for any performance failures, events of downtime, interruptions, unavailability of our App and Services, as well as other malfunctions and delays resulting from any event or cause occurring regardless of our forecasting and beyond our direct and indirect control ("Force Majeure"). The following circumstances shall be deemed Force Majeure within the immediate suspension meaning of these Terms: earthquake, flood, fire, government regulations or revocation orders of this licensestate bodies; economic blockades and embargoes; risk of international, supranational and national sanctions and the inclusion of any person in whole the corresponding sanction list, User’s incarceration, imprisonment or in partarrest, by AAUWacts of war, natural and nuclear disasters, epidemic and pandemic, acts of military and civil authorities, terrorism, sabotage, strike or other relevant labour dispute, accident, proclamation and enforcement of state of emergency, malfunction of any soft- and hardware, communication lines and means, Internet and network service providers. Failure If the User becomes subject to complyinternational, supranational or national financial and other sanctions, whether willful directly or negligentindirectly, also may result in regardless of their legally binding effect onus, we have the suspension right to withdraw from these Terms unilaterally without giving a prior notice of withdrawal. All and any transactions and relationships concluded or revocation executed with you subject to the aforementioned sanctions, whether directly or indirectly, will be terminated and your Account will be closed immediately. We do not provide an assurance or warranty of flawless and uninterrupted access to our Services and App. We cannot guarantee continuous availability or seamless placement, execution, and finalization of Orders and Transactions. Furthermore, while our customer support aims to offer timely and efficient responses within reasonable periods, we do not guarantee the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) specific timing of these terms responses. Under no circumstances shall we be held liable for any damages arising from events affecting the accessibility and conditions, availability of our Services and compliance therewith, shall be made by AAUW in its sole discretionApp.
Appears in 1 contract
Samples: Terms of Service
Limited License. In accordance with AAUWSWOP’s non-exclusive grant to AFFILIATE of the ability Chapter to be a AFFILIATE Chapter of AAUW SWOP in the Territory, AFFILIATE Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University WomenSex Workers Outreach Chapter” acronym “SWOP,” the acronym “AAUW,” the logo of AAUWSWOP, and other AAUW SWOP trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUWSWOP’s membership mailing, telephone, facsimilefax, and electronic mail lists with respect to past, current or prospective members of AAUW SWOP located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW SWOP to AFFILIATE Chapter during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATEChapter’s name, acronym and logo and for other official AFFILIATEChapter-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE Chapter by AAUWSWOP.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWSWOP. The Intellectual Property may be used by AFFILIATE Chapter of SWOP if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWSWOP. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE Chapter by AAUWSWOP. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW SWOP in its sole discretion.
2. SWOP’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by SWOP. The Marks may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of SWOP.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUW’s Subject to the terms and conditions of this LLA and applicable Open Source Terms (as defined hereafter) and during the term of this LLA, ST hereby grants You under intellectual property rights owned by or licensed to ST, a non-exclusive grant to AFFILIATE of the ability to be a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby granted a limited, revocableexclusive, non-exclusive transferable, royalty-free, copyright license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST), to use and reproduce the Licensed Materials in object code solely and exclusively with ST chipsets or integrated circuits, including programmable power line modem SoC and their evaluation boards, as applicable (i“ST Chipsets”) for evaluation purpose, incorporation in a Licensee Product (as defined hereinafter) and subsequent distribution directly or indirectly of said Licensee Product provided that the name software part of Licensed Material executes solely and exclusively on, or in conjunction with ST Chipset in Licensee Product (“American Association of University Women,” the acronym “AAUW,” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “MarksLimited License Purpose”), (ii) AAUW’s membership mailing, telephone, facsimile, . To the extent the Licensed Materials are made available to You in source code and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW to AFFILIATE during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATE’s name, acronym and logo and for other official AFFILIATE-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement LLA, ST hereby grants You under intellectual property rights owned by or licensed to ST during the term of this LLA a non- exclusive, royalty-free, non-transferable copyright license, without the right to sublicense (except as expressly stipulated herein or authorized in writing by an authorized representative of ST), to use, reproduce and any written guidelines attached heretomodify the source code form of the Licensed Materials and compile such modified source code into new object code, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUW.
1for the Limited License Purpose only. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant Subject to the terms and conditions of this limited LLA, You will be authorized to sub-license the Licensed Materials and revocable licensederivative works thereof in object code solely as part of your software or hardware application (“Licensee Product”) and not as a stand- alone product for the Limited License Purpose only. Any failure by AFFILIATE You will enter into an agreement with your customer under terms and conditions no less stringent as the terms of this LLA. Subject to comply with the terms and conditions contained of this LLA, ST hereby grants You under intellectual property rights owned by or licensed to ST, a non-exclusive, non-transferable, royalty-free, copyright license without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST), to use the Licensed Materials made available as comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user’s guides, and programmer guides (“Documentation”) solely to support and exercise the rights granted under this article 1 and to copy, modify and/or create derivative works from the Documentation – e.g. by creating technically accurate subsets and supersets thereof or by translating it into other languages or otherwise creating technically accurate localized versions thereof – and distributing such Licensee documentation only with Licensee Product. You acknowledge that the Licensed Materials have not been specifically designed to meet Your individual requirements and that You have all information necessary to evaluate whether the Licensed Materials meet your requirements or not, will be suitable for your intended use or application and substantially comply with the Documentation. Therefore the Licensed Materials shall be deemed accepted upon delivery to Licensee. You shall use, at your own risk, the Licensed Materials and any development that is obtained from such use. You acknowledge that ST cannot in any way be held responsible for the consequences resulting from use of the Licensed Materials and any development made following such use of the Licensed Materials. Notwithstanding anything to the contrary herein, whether willful You are not authorized to sublicense to or negligent, may result have used the Licensed Materials by a competitor of ST. Licensed Materials are not designed for use in the immediate suspension safety critical applications such as life supporting devices or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditionssystems, and compliance therewithmilitary, nuclear, automotive or aerospace applications or environments. ST expressly disclaims any responsibility for such usage which shall be made by AAUW at Your sole risk, even if ST has been informed in its sole discretionwriting of such usage. You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning your own products and any use of the SLA0090 - Rev 1 - April 2019 For further information contact your local STMicroelectronics sales office. xxx.xx.xxx Licensed Materials in Your products and related applications and any claim arising from incorporation of the Licensed Materials in any application or system where failure of the Licensed Materials could lead to death or personal injury.
Appears in 1 contract
Samples: Software License Agreement
Limited License. In accordance with AAUWASSOCIATION’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE chapter of AAUW ASSOCIATION in the Territory, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-exclusive license to use (i) the name “American Association of University WomenInternational Jugglers’ Association, Inc.,” the acronym “AAUWIJA,” the logo of AAUWASSOCIATION, and other AAUW ASSOCIATION trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUWASSOCIATION’s membership mailing, telephone, facsimiletelecopier, and electronic mail lists with respect to past, current or prospective members of AAUW ASSOCIATION located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW ASSOCIATION to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATECHAPTER’s name, acronym and logo and for other official AFFILIATECHAPTER-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE CHAPTER by AAUWASSOCIATION.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWASSOCIATION. The Intellectual Property may be used by AFFILIATE CHAPTER of ASSOCIATION if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWASSOCIATION. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWASSOCIATION. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by AAUW ASSOCIATION in its sole discretion.
2. ASSOCIATION’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by ASSOCIATION. The Marks may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of ASSOCIATION.
3. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. CHAPTER shall not permit any third party to use the Intellectual Property without ASSOCIATION's express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without ASSOCIATION's express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of ASSOCIATION, discredits ASSOCIATION or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between ASSOCIATION and CHAPTER, including but not limited to the fact that CHAPTER is a separate and distinct legal entity from ASSOCIATION.
4. CHAPTER shall maintain the confidentiality of the Mailing List and shall not sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the express prior written approval of ASSOCIATION.
5. In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and any other guidelines that ASSOCIATION may prescribe.
6. ASSOCIATION shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. ASSOCIATION reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that CHAPTER’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
7. Use of the Intellectual Property shall create no rights for CHAPTER in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of this Agreement. CHAPTER's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUW’s non-exclusive grant The publisher hereby grants to AFFILIATE of the ability to be you a AFFILIATE of AAUW in the Territory, AFFILIATE is hereby granted a limited, revocable, non-exclusive nonexclusive license to use this material. Licenses are for onetime use only with a maximum distribution equal to the number that you identified in the licensing process. Geographic Rights: Scope Licenses may be exercised anywhere in the world. Reservation of Rights The publisher reserves all rights not specifically granted in the combination of (i) the name “American Association license details provided by you and accepted in the course of University Women,” the acronym “AAUW,” the logo of AAUW, and other AAUW trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”)this licensing transaction, (ii) AAUW’s membership mailing, telephone, facsimile, these terms and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), conditions and (iii) CCC's Billing and Payment terms and conditions. Limited Contingent on Payment While you may exercise the rights licensed immediately upon issuance of the license at the end of the licensing process for the transaction, provided that you have disclosed complete and accurate details of your proposed use, no license is finally effective unless and until full payment is received from you (either by publisher or by CCC) as provided in CCC's Billing and Payment terms and conditions. If full payment is not received on a timely basis, then any license preliminarily granted shall be deemed automatically revoked and shall be void as if never granted. Further, in the event that you breach any of these terms and conditions or any of CCC's Billing and Payment terms and conditions, the license is automatically revoked and shall be void as if never granted. Use of materials as described in a revoked license, as well as any use of the materials beyond the scope of an unrevoked license, may constitute copyright infringement and publisher reserves the right to take any and all copyrighted action to protect its copyright in the materials. Copyright NoticeYou must include the following copyright and permission notice in connection with any reproduction of the licensed material: "Copyright [Original year of publication] [Copyright holder]." Warranties: None The publisher makes no representations or proprietary information warranties with respect to the licensed material and materials provided adopts on its own behalf the limitations and disclaimers established by AAUW CCC on its behalf in its Billing and Payment terms and conditions for this licensing transaction. Indemnity You hereby indemnify and agree to AFFILIATE during hold harmless the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing Listpublisher and CCC, and Proprietary Information are hereinafter collectively referred their respective officers, directors, employees and agents, from and against any and all claims arising out of your use of the licensed material other than as specifically authorized pursuant to as this license. In no event shall the “Intellectual Property”) in publisher or CCC be liable for any special, incidental, indirect or consequential damages of any kind arising out of or in connection with AFFILIATE’s namethe use of the articles or other material derived from the journals, acronym whether or not advised of the possibility of damage, and logo on any theory of liability. No Transfer of License This license is personal to you and for may not be sublicensed, assigned, or transferred by you to any other official AFFILIATE-related purposesperson without the publisher's written permission. No Amendment Except in Writing This license may not be amended except in a writing signed by both parties (or, in the case of the publisher, by CCC on publisher's behalf). Objection to Contrary Terms The publisher hereby objects to any terms contained in any purchase order, acknowledgment, check endorsement or other writing prepared by you, which terms are inconsistent with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the these terms and conditions of this Agreement or CCC's Billing and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to AFFILIATE by AAUW.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the Payment terms and conditions of this limited and revocable licenseconditions. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these These terms and conditions, together with CCC's Billing and compliance therewithPayment terms and conditions (which are incorporated herein), comprise the entire agreement between you and publisher (and CCC) concerning this licensing transaction. In the event of any conflict between your obligations established by these terms and conditions and those established by CCC's Billing and Payment terms and conditions, these terms and conditions shall be made by AAUW control. STM Permissions Guidelines The publisher is a signatory to the STM Guidelines and as such grants permission to other signatory STM publishers to reuse material strictly in its sole discretion.accordance with the current STM Guidelines (xxxx://xxx.xxxxxxxx.xxx/xxxxxxxxxxxguidelines/). Other Terms and Conditions:
Appears in 1 contract
Samples: License Agreement
Limited License. In accordance with AAUWOHBM’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE CHAPTER of AAUW OHBM in the TerritoryRegion, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-non- exclusive license to use (i) the name “American Association Organization of University Women,” the acronym “AAUW,” the Human Brain Mapping (OHBM), logo of AAUW, OHBM and other AAUW OHBM trademarks, service marks, trade names, names and logos (hereinafter collectively referred to as the “Marks”), ) and (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by AAUW OHBM to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, Mailing List, Information”)(the Marks and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with AFFILIATECHAPTER’s name, acronym and logo and for other official AFFILIATE-CHAPTER related purposes, purposes with the limited authority to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, herein or subsequently provided to AFFILIATE CHAPTER by AAUWOHBM. Any CHAPTER names, acronyms and logos developed by the Chapter during the affiliation become the intellectual property of OHBM.
1. a. The Intellectual Property is and shall remain at all times the sole and exclusive property of AAUWOHBM. The Intellectual Property may be used by AFFILIATE CHAPTER of OHBM if and only if such use is made pursuant to the terms and conditions condition of this limited and revocable license. Any failure by AFFILIATE CHAPTER to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUWOHBM. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE CHAPTER by AAUWOHBM. The interpretation and enforcement (or lack thereof) of these terms and conditions, conditions and compliance therewith, shall be made by AAUW OHBM in its sole discretion.
b. OHBM’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by OHBM. The Marks may not be used in conjunction with any other trademark, service xxxx, or other xxxx without the express prior written approval of OHBM.
c. The Intellectual Property must be used by CHAPTER in a professional manner and solely for official CHAPTER-related purposes. CHAPTER shall not permit any third party to use the Intellectual Property without OHBM’s express prior written approval. CHAPTER shall not sell or trade the Intellectual Property without OHBM’s express prior written approval. Notwithstanding, the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of OHBM, discredits OHBM or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between OHBM and CHAPTER including but not limited to the face that CHAPTER is a separate and distinct legal entity from OHBM.
d. In any authorized use by CHAPTER of the Intellectual Property, CHAPTER shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, international law, the laws of the Region, and any other guidelines that OHBM may prescribe.
e. OHBM shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. OHBM reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that CHAPTER’s usage thereof is not in the strict accordance with the terms and conditions of this limited and revocable license.
f. Use of the Intellectual Property shall create no rights for CHAPTER in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by CHAPTER shall terminate immediately upon the revocation, surrender or other termination of this Agreement. CHAPTER’s obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
Appears in 1 contract
Samples: Affiliation Agreement
Limited License. In accordance with AAUWASSOCIATION’s non-exclusive grant to AFFILIATE of the ability CHAPTER to be a AFFILIATE chapter of AAUW ASSOCIATION in the Territory, AFFILIATE CHAPTER is hereby granted a limited, revocable, non-exclusive license to use (i) so long as the chapter is in good standing;
1. the name “American Association of University WomenAmericans for Safe Access” ,” the acronym “AAUW“ ASA ,” the logo of AAUWASSOCIATION, and other AAUW ASSOCIATION trademarks, service marks, trade names, and logos (hereinafter collectively referred to as the “Marks”), (ii) AAUW’s membership mailing, telephone, facsimile, and electronic mail lists with respect to past, current or prospective members of AAUW located within the Territory (hereinafter collectively referred to as the “Mailing List”), and (iii) ;
2. all copyrighted or proprietary information and materials provided by AAUW ASSOCIATION to AFFILIATE CHAPTER during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Information”)(the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in );
3. CHAPTERS may purchase such materials from the ASSOCIATION and seek compensation;
4. CHAPTERS must provide credit to the ASSOCIATION where the CHAPTER reproduces any intellectual property or in connection with AFFILIATE’s nameother materials from the ASSOCIATION;
5. All trainings are the property of the Association. Any training provided by the ASSOCIATION to the CHAPTER or any member of the CHAPTER who has been trained by the ASSOCIATION to conduct trainings are restricted to the use by the CHAPTER under this agreement. Trainings may not be reproduced or rebranded by any individual or entity;
6. Social media accounts which contain the name of the CHAPTER, acronym including but not limited to Facebook, Twitter, and logo and for other official AFFILIATE-related purposesYouTube, with as well as CHAPTER Website not maintained by the limited authority ASSOCIATION are the property of ASSOCIATION. Login information and/or access to such accounts must be provided upon request of an employee of ASSOCIATION. All CHAPTER members who are invited to use a social media account that includes the Intellectual Property solely in connection with the activities authorized under CHAPTER’s name must sign an agreement acknowledging that this Agreementaccount is not their property, subject and that passwords and/or access to the terms and conditions account must be surrendered upon request of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, ASSOCIATION. No CHAPTER member may start a social media account whose profile name includes “ASA” or subsequently provided to AFFILIATE by AAUW.
1. The Intellectual Property is and shall remain at all times the sole and exclusive property “Safe Access” without permission of AAUW. The Intellectual Property may be used by AFFILIATE if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by AFFILIATE to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by AAUW. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of AFFILIATE by AAUW. The interpretation and enforcement (or lack thereof) of these terms and conditionsASSOCIATION, and compliance therewithall such accounts will be bound by this agreement. This agreement is enforceable by law, shall be made by AAUW in its sole discretionand CHAPTER members will not contest requests to transfer account access to ASSOCIATION.
Appears in 1 contract
Samples: Affiliation Agreement