Common use of Our Proprietary Rights Clause in Contracts

Our Proprietary Rights. Except for your User Content, the Service and all materials and data therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TalkingPoints Content”), and all Intellectual Property Rights related thereto, are the exclusive property of TalkingPoints and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from or otherwise commercially exploit any TalkingPoints Content. Use of the TalkingPoints Content for any purpose not expressly permitted by this Agreement is strictly prohibited. To the extent you retain any ownership of any TalkingPoints Content, you agree that TalkingPoints has and hereby assign to TalkingPoints the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERS. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than you.

Appears in 1 contract

Samples: Terms of Service Agreement

AutoNDA by SimpleDocs

Our Proprietary Rights. Except for your User Contentsubmitted tip only, the Service App, Site, Phone and all materials and data therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TalkingPoints Content”), and all Intellectual Property Rights intellectual property rights related thereto, are the exclusive property of TalkingPoints SHPF, and where applicable, its licensors (including other Users who post User Content to the Service)Technology and Service Providers. Except as explicitly provided herein, nothing in this Agreement herein shall be deemed to create a license in or under any such Intellectual Property Rightsintellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, edit or create derivative works from the Say Something App, Site, or otherwise commercially exploit Phone or any TalkingPoints Contentcontent thereon. Use of the TalkingPoints Content App, Site, or Phone content for any purpose not expressly permitted by this Agreement these Terms of Use is strictly prohibited. To You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the extent technology and software underlying the App, Site, or Phone. The Say Something, Say Something Anonymous Reporting System (SS-ARS), and Xxxxx Hook Promise Foundation names, logos and other trademarks are the sole and exclusive property of SHPFF. The AnderSoft names, logos, and other trademarks are the sole and exclusive property of AnderSoft. Nothing in these Terms or the App, Site, or Phone should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of foregoing trademarks or other trademarks displayed through the App, Site, or Phone without SHPF’s and/or AnderSoft’s prior written permission in each instance. As between you retain any ownership and SHPF and/or AnderSoft, all goodwill generated from the use of any TalkingPoints Content, you such trademarks will inure to SHPF’s and/or AnderSoft’s exclusive benefit. You acknowledge and agree that TalkingPoints has any questions, comments, suggestions, ideas, feedback, and hereby assign other information about the App, Site, or Phone (“Feedback”) you provide to TalkingPoints SHPF or our Technology and Service Providers is non- confidential, and SHPF will be entitled to the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, unrestricted use and dissemination of this Feedback for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletioncommercial or otherwise, alteration without acknowledgment or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERS. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than you.

Appears in 1 contract

Samples: Memorandum of Understanding

Our Proprietary Rights. Except for your User ContentThis Agreement provides only a limited license to access and use the Services in accordance with the terms of this Agreement. Accordingly, YOU hereby agree that Xxxxxxxx transfers no ownership or intellectual property interest or title in and to the Service and all Services, Website, or any materials and data therein or transferred therebyused in connection with the Services, including, without limitation, software, (including source code), programs, products, information, documentation, images, text, graphics, USER interfaces, visual interfaces, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User content (the, "Cruitbay Content"). All such Cruitbay Content belonging to other Users as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services (except for Feedback) are exclusively owned, controlled, and/or licensed by Cruitbay or its members, parent(s) licensors, or affiliates. Cruitbay, the “TalkingPoints Content”)Cruitbay logo, and all Intellectual Property Rights related theretoother marks are proprietary trademarks of Cruitbay and any use of such marks, are including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the exclusive property prior written permission of TalkingPoints and its licensors (including other Users who post User Content to the Service)Cruitbay is hereby strictly prohibited. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under under, any such Intellectual Property Rights, and you YOU agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, edit or create derivative works from any materials or otherwise commercially exploit any TalkingPoints Contentcontent accessible on the Services. Use of the TalkingPoints Cruitbay Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. If YOU participate in any evaluation or survey regarding the Services or otherwise provide Cruitbay suggestions, comments, ideas, opinions, recommendations for the modification, correction, improvement, or enhancement of the Services, or other feedback regarding the Services (collectively, "Feedback"). Such Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable, and non-exclusive right and license for Cruitbay to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Feedback without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and YOU hereby waive any claim to the contrary. To the extent you retain any ownership of any TalkingPoints Content, you agree that TalkingPoints has and hereby assign to TalkingPoints the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTYpermitted by applicable law, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERS. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any moral rights and irrevocably consent to use similar any acts that would otherwise infringe YOUR moral rights, in YOUR Feedback. YOU agree not to provide any Feedback that is false or related ideas previously known to TalkingPoints, misleading or developed by its employees, or obtained from sources other than youthat breaches any agreement YOU have with a third party.

Appears in 1 contract

Samples: Global Terms of Use Agreement

Our Proprietary Rights. Except for your User Content, the Service This Site and all materials and data therein of the content it contains, or transferred therebymay in the future contain, includingincluding but not limited to articles, without limitationopinions, softwareother text, directories, guides, photographs, illustrations, images, textvideo and audio clips and advertising copy, graphicsas well as the trademarks, illustrationscopyrights, logos, patentsdomain names, trademarkscode, trade names, service marks, copyrights, photographs, audio, videos, music, patents and User Content belonging to other Users (the “TalkingPoints Content”), any and all Intellectual Property Rights related thereto, are the exclusive property of TalkingPoints and its licensors copyrightable material (including source and object code) and/or any other Users who post User Content form of intellectual property (collectively, the "Material") are owned by or licensed to the Service)us or other authorised third parties and are protected from unauthorised use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Except as explicitly provided hereinUnless expressly permitted in writing by us, nothing in this Agreement you shall be deemed to create a license in or under any such Intellectual Property Rightsnot capture, and you agree not to reproduce, perform, transfer, sell, license, rent, modify, distributecreate derivative works from or based upon, copyrepublish, reproducereverse engineer, upload, edit, post, transmit, publicly display, publicly performframe, publishlink, adaptdistribute, edit, create derivative works from or otherwise commercially exploit in whole or in part any TalkingPoints Content. Use of the TalkingPoints Content for Material. Nothing contained in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any purpose not expressly license or right to use any Material in any manner without the prior written consent of us or such third party that may own the Material or intellectual property displayed on the Site. UNAUTHORISED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement is strictly prohibitedwill, subject to Section 16 of the Agreement, constitute a breach of this Agreement and may constitute copyright and/or patent infringement. To You agree not to use the extent you retain any ownership of any TalkingPoints Content, you agree that TalkingPoints has and hereby assign to TalkingPoints the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, Material for any general unlawful purposes and not to breach our rights or specific purpose, and that TalkingPoints will have no liability to you based on its exercise the rights of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERSothers. You may choose agree not to interfere or we may invite you permit any third party to submit comments interfere with the normal processes or ideas about use of the ServiceSite by other users, including without limitation about how by attempting to improve access administrative areas of the Service Site. You are advised that we will aggressively enforce our rights to the fullest extent of the law. We may add, change, discontinue, remove or our products (“Ideas”). By submitting suspend any Ideaof the Material at any time, you agree that your disclosure is gratuitous without notice and without restriction liability. Herbalife, our logo, and will not place TalkingPoints under any fiduciary the names of the products produced, marketed, sold or distributed by Herbalife, are trademarks and/or service marks of Herbalife International of America, Inc., or its affiliates. All other trademarks, service marks, and logos used on the Site or other obligationOfferings are the trademarks, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis service marks or otherwise to anyone. You further acknowledge that, by acceptance logos of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than youtheir respective owners.

Appears in 1 contract

Samples: Terms of Use

Our Proprietary Rights. Except for your User Content, the Service This Site and all materials and data therein of the content it contains, or transferred therebymay in the future contain, includingincluding but not limited to articles, without limitationopinions, softwareother text, directories, guides, photographs, illustrations, images, textvideo and audio clips and advertising copy, graphicsas well as the trademarks, illustrationscopyrights, logos, patentsdomain names, trademarkscode, trade names, service marks, copyrights, photographs, audio, videos, music, patents and User Content belonging to other Users (the “TalkingPoints Content”), any and all Intellectual Property Rights related thereto, are the exclusive property of TalkingPoints and its licensors copyrightable material (including source and object code) and/or any other Users who post User Content form of intellectual property (collectively, the "Material") are owned by or licensed to the Service)us or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Except as explicitly provided hereinUnless expressly permitted in writing by us, nothing in this Agreement you shall be deemed to create a license in or under any such Intellectual Property Rightsnot capture, and you agree not to reproduce, perform, transfer, sell, license, rent, modify, distributecreate derivative works from or based upon, copyrepublish, reproducereverse engineer, upload, edit, post, transmit, publicly display, publicly performframe, publishlink, adaptdistribute, edit, create derivative works from or otherwise commercially exploit in whole or in part any TalkingPoints Content. Use of the TalkingPoints Content for Material. Nothing contained in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any purpose not expressly license or right to use any Material in any manner without the prior written consent of us or such third party that may own the Material or intellectual property displayed on the Site. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement is strictly prohibitedwill constitute a violation of this Agreement and may constitute copyright and/or patent infringement. To You agree not to use the extent you retain any ownership of any TalkingPoints Content, you agree that TalkingPoints has and hereby assign to TalkingPoints the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, Material for any general unlawful purposes and not to violate our rights or specific purpose, and that TalkingPoints will have no liability to you based on its exercise the rights of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERSothers. You may choose agree not to interfere (or we may invite you permit the use of your membership by a third party to submit comments interfere) with the normal processes or ideas about use of the ServiceSite by other members, including without limitation about how by attempting to improve access administrative areas of the Service Site. You agree to report any violation of this Agreement by others that you become aware of. You are advised that we will aggressively enforce our rights to the fullest extent of the law. We may add, change, discontinue, remove or our products (“Ideas”). By submitting suspend any Ideaof the Material at any time, you agree that your disclosure is gratuitous without notice and without restriction liability. School Of BioNatural Medicine, our logo, and will not place TalkingPoints under any fiduciary the name of the products produced, marketed, sold or distributed by the School Of BioNatural Medicine, are trademarks and/or service marks of School Of BioNatural Medicine International of America, Inc., or its affiliates. All other trademarks, service marks, and logos used on the Site or other obligationOfferings are the trademarks, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis service marks or otherwise to anyone. You further acknowledge that, by acceptance logos of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than youtheir respective owners.

Appears in 1 contract

Samples: Terms of Use Agreement

Our Proprietary Rights. Except for your User Contentsubmitted tip only, the Service App, Site, Phone and all materials and data therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TalkingPoints Content”), and all Intellectual Property Rights intellectual property rights related thereto, are the exclusive property of TalkingPoints SHPF, and where applicable, its licensors (including other Users who post User Content to the Service)Technology and Service Providers. Except as explicitly provided herein, nothing in this Agreement herein shall be deemed to create a license in or under any such Intellectual Property Rightsintellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, edit or create derivative works from the Say Something App, Site or otherwise commercially exploit Phone or any TalkingPoints Contentcontent thereon. Use of the TalkingPoints Content App, Site or Phone content for any purpose not expressly permitted by this Agreement these Terms of Use is strictly prohibited. To You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the extent technology and software underlying the App, Site or Phone. The Say Something, Say Something Anonymous Reporting System (SS-ARS), and Xxxxx Hook Promise Foundation names, logos and other trademarks are the sole and exclusive property of SHPF. The Navigate 360 names, logos, and other trademarks are the sole and exclusive property of Navigate 360. Nothing in these Terms or the App, Site or Phone should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of foregoing trademarks or other trademarks displayed through the App, Site or Phone without SHPF’s and/or Navigate 360’s prior written permission in each instance. As between you retain any ownership and SHPF and/or Navigate 360, all goodwill generated from the use of any TalkingPoints Content, you such trademarks will inure to SHPF’s and/or Navigate 360’s exclusive benefit. You acknowledge and agree that TalkingPoints has any questions, comments, suggestions, ideas, feedback, and hereby assign other information about the App, Site or Phone (“Feedback”) you provide to TalkingPoints SHPF or our Technology and Service Providers is non-confidential, and SHPF will be entitled to the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, unrestricted use and dissemination of this Feedback for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletioncommercial or otherwise, alteration without acknowledgment or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERS. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than you.

Appears in 1 contract

Samples: Memorandum of Understanding

AutoNDA by SimpleDocs

Our Proprietary Rights. Except for your User ContentThis Agreement provides only a limited license to access and use the Services in accordance with the terms of this Agreement. Accordingly, you hereby agree that WFX transfers no ownership or intellectual property interest or title in and to the Service and all Services or any materials and data therein or transferred therebyused in connection with the Services, including, without limitation, software, (including source code), programs, products, information, documentation, images, text, graphics, user interfaces, visual interfaces, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users content (the "WFX Content"). All such WFX Content as well as the design, structure, selection, coordination, expression, TalkingPoints Content”)look and feel,” and arrangement of any content contained on or available through the Services (except for Feedback) are exclusively owned, controlled, and/or licensed by WFX or its members, parent(s) licensors, or affiliates. WFX, the WFX logo, and all Intellectual Property Rights related theretoother marks are proprietary trademarks of WFX and any use of such marks, are including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the exclusive property prior written permission of TalkingPoints and its licensors (including other Users who post User Content to the Service)WFX is hereby strictly prohibited. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, edit or create derivative works from any materials or otherwise commercially exploit any TalkingPoints Contentcontent accessible on the Services. Use of the TalkingPoints WFX Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. If you participate in any evaluation regarding the Services or otherwise provide WFX suggestions, comments, ideas, opinions, recommendations for the modification, correction, improvement, or enhancement of the Services, or other feedback regarding the Services (collectively "Feedback"). Such Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sub-licensable, and non-exclusive right and license for WFX to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Feedback without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. To the extent you retain any ownership of any TalkingPoints Contentpermitted by applicable law, you agree waive any moral rights and irrevocably consent to any acts that TalkingPoints has and hereby assign to TalkingPoints the absolute right to usewould otherwise infringe your moral rights, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERSyour Feedback. You may choose agree not to provide any Feedback that is false or we may invite misleading or that breaches any agreement you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on have with a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than youthird party.

Appears in 1 contract

Samples: Terms of Use Agreement

Our Proprietary Rights. Except for your User Contentsubmitted tip only, the Service App, Site, Phone and all materials and data therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TalkingPoints Content”), and all Intellectual Property Rights intellectual property rights related thereto, are the exclusive property of TalkingPoints SHPF, and where applicable, its licensors (including other Users who post User Content to the Service)Technology and Service Providers. Except as explicitly provided herein, nothing in this Agreement herein shall be deemed to create a license in or under any such Intellectual Property Rightsintellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, edit or create derivative works from the Say Something App, Site or otherwise commercially exploit Phone or any TalkingPoints Contentcontent thereon. Use of the TalkingPoints Content App, Site or Phone content for any purpose not expressly permitted by this Agreement these Terms of Use is strictly prohibited. To You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the extent technology and software underlying the App, Site or Phone. The Say Something, Say Something Anonymous Reporting System (SS-ARS), and Xxxxx Hook Promise Foundation names, logos and other trademarks are the sole and exclusive property of SHPF. The Navigate 360 names, logos, and other trademarks are the sole and exclusive property of Navigate 360. Nothing in these Terms or the App, Site or Phone should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of foregoing trademarks or other trademarks displayed through the App, Site or Phone without SHPF’s and/or Navigate 360’s prior written permission in each instance. As between you retain any ownership and SHPF and/or Navigate 360, all goodwill generated from the use of any TalkingPoints Content, you such trademarks will insure to SHPF’s and/or Navigate 360’s exclusive benefit. You acknowledge and agree that TalkingPoints has any questions, comments, suggestions, ideas, feedback, and hereby assign other information about the App, Site or Phone (“Feedback”) you provide to TalkingPoints SHPF or our Technology and Service Providers is non-confidential, and SHPF will be entitled to the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, unrestricted use and dissemination of this Feedback for any general or specific purpose, and that TalkingPoints will have no liability to you based on its exercise of such right. All data on TalkingPoints’s servers are subject to deletioncommercial or otherwise, alteration without acknowledgment or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERS. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place TalkingPoints under any fiduciary or other obligation, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than you.

Appears in 1 contract

Samples: Memorandum of Understanding

Our Proprietary Rights. Except for your User Content, the Service This Site and all materials and data therein of the content it contains, or transferred therebymay in the future contain, includingincluding but not limited to text, without limitationdirectories, softwareguides, photographs, illustrations, images, textvideo and audio clips and advertising copy, graphicsas well as the trademarks, illustrationscopyrights, logos, patentsdomain names, trademarkscode, trade names, service marks, copyrights, photographs, audio, videos, music, patents and User Content belonging to other Users (the “TalkingPoints Content”), any and all Intellectual Property Rights related thereto, are the exclusive property of TalkingPoints and its licensors copyrightable material (including source and object code) and/or any other Users who post User Content form of intellectual property (collectively, the "Material") are owned by or licensed to the Service)us or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Except as explicitly provided hereinUnless expressly permitted in writing by us, nothing in this Agreement you shall be deemed to create a license in or under any such Intellectual Property Rightsnot capture, and you agree not to reproduce, perform, transfer, sell, license, rent, modify, distributecreate derivative works from or based upon, copyrepublish, reproducereverse engineer, upload, edit, post, transmit, publicly display, publicly performframe, publishlink, adaptdistribute, edit, create derivative works from or otherwise commercially exploit in whole or in part any TalkingPoints Content. Use of the TalkingPoints Content for Material. Nothing contained in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any purpose not expressly license or right to use any Material in any manner without the prior written consent of us or such third party that may own the Material or intellectual property displayed on the Site. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement is strictly prohibitedwill, subject to Section 11 of this Agreement, constitute a violation of this Agreement and may constitute copyright and/or patent infringement. To You agree not to use the extent you retain any ownership of any TalkingPoints Content, you agree that TalkingPoints has and hereby assign to TalkingPoints the absolute right to use, manage, regulate, control, modify and/or eliminate TalkingPoints Content in its sole discretion, Material for any general unlawful purposes and not to violate our rights or specific purpose, and that TalkingPoints will have no liability to you based on its exercise the rights of such right. All data on TalkingPoints’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TALKINGPOINTS’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TALKINGPOINTS’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TALKINGPOINTS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALKINGPOINTS’S SERVERSothers. You may choose agree not to interfere (or we may invite you permit a third party to submit comments interfere) with the normal processes or ideas about use of the ServiceSite by other Distributors, including without limitation about how by attempting to improve access administrative areas of the Service Site. You are advised that we will aggressively enforce our rights to the fullest extent of the law. We may add, change, discontinue, remove or our products (“Ideas”). By submitting suspend any Ideaof the Material at any time, you agree that your disclosure is gratuitous without notice and without restriction liability. Herbalife, our logo, and will not place TalkingPoints under any fiduciary the name of the products produced, marketed, sold or distributed by the Herbalife, are trademarks and/or service marks of Herbalife International of America, Inc., or its affiliates. All other trademarks, service marks, and logos used on the Site or other obligationOfferings are the trademarks, and that we are free to use the Idea for any purpose without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis service marks or otherwise to anyone. You further acknowledge that, by acceptance logos of your submission, TalkingPoints does not waive any rights to use similar or related ideas previously known to TalkingPoints, or developed by its employees, or obtained from sources other than youtheir respective owners.

Appears in 1 contract

Samples: Terms of Use

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!