Common use of Ownership and Licenses Clause in Contracts

Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Appears in 2 contracts

Samples: Affiliate Service Agreement, Affiliate Service Agreement

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Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx Talega Products Inc. makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx non-Talega Products Inc. Web site does not mean that Xxxxxxx.xxx Talega Products Inc. endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx Talega Products Inc. may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Appears in 1 contract

Samples: Affiliate Agreement

Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided InteliScan trademarks and banners. All images, technology and content provided for Your your use is and shall remain the sole property of the MerchantInteliScan, and no part thereof shall be deemed assigned or licensed to You you except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole propertyproperty of InteliScan, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You you in any way. A Merchant InteliScan may immediately terminate Your your license to use the marks if the Merchant InteliScan reasonably believes that such use dilutes, tarnishes or blurs the value of their our marks. You acknowledge that Your your use of the marks will not create in Youyou, nor will You you represent that You you have, any right, title or interest in or to the marks other than the license granted to you by the Merchant aboveInteliScan. You will not challenge the validity of or attempt to register any of the marks or Your your interest therein as a licensee, nor will You you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the MerchantInteliScan’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the MerchantInteliScan. REPRESENTATIONS Xxxxxxx.xxx InteliScan makes no representations whatsoever about any other Web site website which You you may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx Web site non-InteliScan website does not mean that Xxxxxxx.xxx InteliScan endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such partywebsite.

Appears in 1 contract

Samples: Affiliate Agreement

Ownership and Licenses. You(a) As between VS and TINM, VS shall own all right, title and interest in and to the AffiliateVS Sites and the VS Trademarks (as defined herein), are granted including without limitation, all copyright, patent, trademark, trade secret and proprietary rights thereto. (b) As between VS and TINM, TINM shall own all right, title, and interest in and to the TINM Sites and the TINM Trademarks (as defined herein), including without limitation, all copyright, patent, trademark, trade secret and proprietary rights thereto. (c) Subject to the terms and conditions of this Agreement, VS does hereby grant to TINM a non-exclusive, limitedworldwide, revocable right non-transferable license to use Merchant provided trademarks reproduce and banners. All imagesdisplay all logos, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related similar identifying material relating to VS or the VS Sites (the "VS Trademarks") solely in connection with the promotion, marketing and distribution of the TINM Sites, VS and the VS Sites in accordance with the terms hereof; provided, however, that TINM shall not make any specific use of any VS Trademark without first submitting a sample of such use to VS and obtaining its prior consent, which consent shall not be unreasonably withheld. Such license shall terminate upon the effective date of the expiration or termination of this Agreement. (d) Subject to the foregoing shall remain the Merchant’s sole propertyterms and conditions of this Agreement, including rights in TINM does hereby grant to VS a non-exclusive, worldwide, non-transferable license to reproduce and to any derivatives thereof. You may not modify the display all logos, trademarks, bannerstrade names and similar identifying material relating to TINM or the TINM Sites (the "TINM Trademarks") solely in connection with the promotion, the content or any marketing and distribution of the images provided to You TINM Sites, VS and the VS Sites in accordance with the terms hereof; provided, however, that VS shall not make any way. A Merchant may immediately terminate Your license to specific use the marks if the Merchant reasonably believes that of any TINM Trademark without first submitting a sample of such use dilutesto TINM and obtaining its prior consent, tarnishes or blurs which consent shall not be unreasonably withheld. Such license shall terminate upon the value of their marks. You acknowledge that Your use effective date of the marks will not create in You, nor will You represent that You have, any right, title expiration or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity termination of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such partyAgreement.

Appears in 1 contract

Samples: Sponsorship Agreement (Vitaminshoppe Com Inc)

Ownership and Licenses. 11.1 You, the Affiliateretailer, are granted a non-exclusive, limited, revocable right to use Merchant the Company provided trademarks and bannersbanners in accordance with the terms and conditions of this Agreement. All images, technology and content provided for Your use is and shall remain the sole property of the MerchantCompany, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights rights, or applications, trade names names, and service marks related to the foregoing shall remain the MerchantCompany’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant You must remove any Company trademarks, and banners from Your site that the Company deems obsolete for any reason, at our request. 11.2 The Company may immediately terminate Your license to use the marks if the Merchant Company reasonably believes that such use dilutes, tarnishes tarnishes, or blurs the value of their its marks. You shall not make or create any environmental associations with the Company’s trademarks. Additionally, you shall not use the Company’s trademarks as a noun (except for the normal use as a proper noun) or a verb. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title title, or interest in or to the marks other than the license granted by the Merchant Company set forth above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands brands, or marks or create any combination marks with the marks. You acknowledge the MerchantCompany’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such partyCompany.

Appears in 1 contract

Samples: Retailer Agreement

Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx xxxx.xxxxxxxxxxx.xxx makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx xxx-xxxx.xxxxxxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx xxxx.xxxxxxxxxxx.xxx endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx xxxx.xxxxxxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Appears in 1 contract

Samples: Affiliate Agreement

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Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names tradenames and service marks related to the foregoing shall remain the Merchant’s 's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s 's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. REPRESENTATIONS Xxxxxxx.xxx xxxxxxxxxx.xxx makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx xxx-xxxxxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx xxxxxxxxxx.xxx endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx xxxxxxxxxx.xxx may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Appears in 1 contract

Samples: Affiliate Service Agreement (Darkstar Ventures, Inc.)

Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is 7.1 Each party owns and shall remain the sole property of the Merchantretain all right, title, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rightsinterest in its names, including logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, patent rights and proprietary technology currently used or applicationswhich may be developed and/or used by it in the future (collectively, trade names the “Marks”). 7.2 We grant you a limited, revocable, non-exclusive license to use the graphic image and text , which may include our name, logos, trademarks, service marks related (collectively, the “American Express Marks”), designated in an Offer and solely for the purpose of creating a Qualifying Link from a Qualifying Site to the foregoing shall remain American Express Site pursuant to this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the Merchant’s sole property, including rights in and to Amex Marks or any derivatives part thereof. You may not modify the trademarkssublicense, bannersassign, the content or any of the images provided to You in any way. A Merchant may immediately terminate Your transfer such license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of for the use of the marks shall inure Amex Marks or any part thereof, and any attempt at such sublicense, assignment, or transfer is void ab initio. You agree to the benefit follow our Trademark and Corporate Identity Guidelines, as those guidelines may change from time to time. Any use of the MerchantAmex Marks on any Qualifying Site must be approved by American Express prior to publishing. REPRESENTATIONS Xxxxxxx.xxx makes no representations whatsoever about We may revoke your license at any other Web site which time by giving you written notice. If your license is revoked, you will not receive any outstanding compensation for any Qualifying Referrals. 7.3 You may access through agree to (a) cooperate with American Express in facilitating American Express’s control of the Service. In addition, a link to a xxx-Xxxxxxx.xxx Web site does not mean that Xxxxxxx.xxx endorses or accepts any responsibility for the content or the nature and quality of your use of such Web site. NONASSIGNABILITY Affiliate the Amex Marks, (b) permit reasonable inspection of any Qualifying Site by or Xxxxxxx.xxx may assign behalf of American Express, and (c) upon request, supply American Express or its designee with specimens of your use of the Amex Marks. 7.4 As a condition to your acceptance and participation in the Program, you shall not undertake or engage in the following practices, and any violation of this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party Section shall be liable hereunder by reason deemed a material breach of this Agreement: (a) Use or otherwise incorporate any failure American Express branded terms, the terms “American Express” or delay in the performance of its obligations hereunder on account of strikes“Amex”, shortagesAmerican Express product names, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause American Express Marks (including, without limitation, the American Express Marks set forth on Schedule B hereto), or variations, misspellings or portions of any of the foregoing, in the domain name(s) of any of your Sites, including the Qualifying Sites; (b) Modify or alter the American Express Site in any way; (c) Make any representations, either express or implied, or create an appearance that a visitor to a Qualifying Site is visiting the American Express Site; e.g., “framing” the American Express Site (d) Use “American Express” or “Amex” as domain name, or portion thereof, unless expressly and explicitly authorized in writing by American Express; (e) Bid on and/or purchase American Express branded terms, the terms “American Express” or “Amex”, American Express product names, or any other American Express Marks (including without limitation, the American Express Marks set forth in Schedule B hereto), or variation or misspelling of any of the foregoing, through an Internet Search Auction or otherwise, unless expressly and explicitly authorized in writing by American Express; or (f) During the term of or after the expiration or termination of this Agreement, use any xxxx, name or domain name of any type which is beyond the reasonable control confusingly similar to “American Express” or “Amex” or any other American Express Xxxx. 7.5 In connection with our co-branded products and services, you must abide by each of our co-brand partners' trademarks, IP and Internet Search Auction guidelines and/or terms and conditions when bidding on and/or purchasing each such partyco-brand partner's branded terms, products names, marks, or logos.

Appears in 1 contract

Samples: Affiliate Agreement (CreditCards.com, Inc.)

Ownership and Licenses. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant Showcase IDX provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the MerchantShowcase IDX, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s Showcase IDX's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Merchant Showcase IDX may immediately terminate Your license to use the marks if the Merchant Showcase IDX reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant Showcase IDX above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s Showcase IDX's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the MerchantShowcase IDX. REPRESENTATIONS Xxxxxxx.xxx Showcase IDX makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a xxx-Xxxxxxx.xxx non-Showcase IDX Web site does not mean that Xxxxxxx.xxx Showcase IDX endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or Xxxxxxx.xxx Showcase IDX may not assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both partiesaffiliate. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Appears in 1 contract

Samples: Affiliate Agreement

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