Ownership Intellectual Property. a. Professional acknowledges that Bank owns all Accounts, and all information concerning Accountholders, applicants and Accounts obtained in connection with the Program (collectively, “Accountholder Information”), and that Professional has no ownership rights therein. The parties acknowledge that Accountholder Information, which documents the relationship between individual clients/patients and Bank, is not considered “Protected Health Information”, as that term is defined in federal health care privacy regulations. Accordingly, Professional will not represent itself as the owner of, or the creditor on, any Account or Accountholder Information. Notwithstanding the foregoing, if Professional is a “Covered Entity” as defined by 45 C.F.R. § 160.103 and uses Bank’s Quickscreen functionality, it acknowledges that such usage will be covered by the included Quickscreen Business Associate Agreement. As a precaution, to confirm Bank’s ownership of Accounts and related documentation, Professional hereby grants to Bank a first priority continuing security interest in any right, title or interest that Professional may now have or may hereafter be deemed to have in the Accounts and related documentation, and in the Reserve Account. Professional authorizes Bank to prepare and file any documentation required to evidence and enforce this security interest, including UCC financing statements, and will sign any related documentation requested by Bank, including without limitation, any intercreditor agreements necessary to ensure that none of Professional’s other creditors asserts any claim on the Accounts, the Reserve Account or any related documentation. b. Professional grants to Bank the right and license to use the Professional Marks (A) during the Term in connection with the Bank’s establishment, marketing, administration and servicing of the Program (including any network aspects of the Program) and as otherwise used by Bank in the ordinary course of business, and (B) during any wind-down or conversion of the Program following termination of this Agreement, and in the case of either (A) or (B), through the Final Liquidation Date. Professional agrees to promptly notify Bank if any changes are made to the Professional Marks so that Bank may adjust the Program materials at the next convenient opportunity to Bank. If the Program uses physical cards, Professional will pay the actual and reasonable expenses of Bank if Professional does not allow Bank to exhaust its existing supply of card plastics or requires a forced reissuance of plastics. Bank will use the Professional Marks in accordance with the reasonable written instructions provided to Bank by Professional. Bank is not acquiring any right, title or interest in the Professional Marks, and Bank will not take any action inconsistent with the Professional’s ownership of the Professional Marks. Professional represents and warrants to Bank that it or its affiliate owns the Professional Marks, that Professional has the right to grant the foregoing license and that Bank’s use of Professional Marks as authorized in this Agreement will not infringe the rights of any third party. c. Without the prior written consent of Bank, Professional may not use Bank’s (or any affiliate thereof) names or any related marks, logos or similar proprietary designations; provided, that Professional may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program. If Bank consents to a use other than in the nominative sense, Professional must comply with all guidelines provided to Professional by Bank from time to time, including as set forth on a website designated by Bank applicable to such use. d. Each of Professional and its affiliates and Bank and its affiliates will own exclusively all technology owned by such party at the time that the technology is provided for use in establishing, developing or administering the Program, all changes made by such party with respect thereto, and any new technology created by such party in connection therewith (in the case of Professional and its affiliates, the “Professional Technology”, and in the case of Bank and its affiliates, the “Bank Technology”). Each of Professional and Bank grant to the other and its respective affiliates a non-exclusive, royalty- free, fully paid up, non-assignable, non-sublicensable, worldwide right and license to use the Professional Technology or Bank Technology, as applicable, to the extent necessary or convenient to comply with the licensee’s obligations under the Agreement. This license will expire at the end of the Term (including any wind-down period under Section 9). Upon the expiration of this license, each licensee party will return to the licensor party (or, at the licensor party’s option, destroy) the licensor’s technology then in the licensee’s possession or control. Neither party will have any right to reverse engineer, decompile or disassemble the technology licensed to it hereunder. The limited licenses granted under this Section are AS IS and without any express or implied warranty of any kind. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LICENSING PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, AGAINST INTERFERENCE OF ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF REASONABLE EFFORT AND LACK OF NEGLIGENCE.
Appears in 2 contracts
Samples: Finance Program Agreement, Finance Program Agreement
Ownership Intellectual Property. a. Professional acknowledges that Bank owns all Accounts, and all information concerning Accountholders, applicants and Accounts obtained in connection with the Program (collectively, “Accountholder Information”), and that Professional has no ownership rights therein. Accordingly, Professional will not represent itself as the owner of, or the creditor on, any Account or Accountholder Information. The parties acknowledge that Accountholder Information, which documents the relationship between individual clients/patients and Bank, is not considered “Protected Health Information”, as that term is defined in federal health care privacy regulations. Accordingly, Professional will not represent itself as the owner of, or the creditor on, any Account or Accountholder Information. Notwithstanding the foregoing, if Professional is a “Covered Entity” as defined by 45 C.F.R. § 160.103 and uses Bank’s Quickscreen functionality, it acknowledges that such usage will be covered by the included Quickscreen Business Associate Agreement. As a precaution, to confirm Bank’s ownership of Accounts and related documentation, Professional hereby grants to Bank a first priority continuing security interest in any right, title or interest that Professional may now have or may hereafter be deemed to have in the Accounts and related documentation, and in the Reserve Account. Professional authorizes Bank to prepare and file any documentation required to evidence and enforce this security interest, including UCC financing statements, and will sign any related documentation requested by Bank, including without limitation, any intercreditor agreements necessary to ensure that none of Professional’s other creditors asserts any claim on the Accounts, the Reserve Account or any related documentation.
b. Professional grants to Bank on a limited basis the right and license to use the trademarks, trade names, logos and service marks of Professional Marks and any related or derivative marks, trade styles or logos (Athe “Professional Marks”) during the Term in connection with the Bank’s establishment, marketing, administration and servicing of the Program (including any network aspects of the Program) and as otherwise used by Bank in the ordinary course of business, and (B) during any wind-down or conversion of the Program following termination of this Agreement, and in the case of either (A) or (B), through the Final Liquidation Date. Professional agrees to promptly notify Bank if any changes are made to the Professional Marks so that Bank may adjust the Program materials at the next convenient opportunity to Bank. If the Program uses physical cards, Professional will pay the actual and reasonable expenses of Bank if Professional does not allow Bank to exhaust its existing supply of card plastics or requires a forced reissuance of plastics. Bank will use the Professional Marks in accordance comply with the reasonable written instructions any brand guidelines provided to Bank by ProfessionalProfessional concerning the Professional Marks. Bank is not acquiring any right, title or interest in the Professional Marks, and Bank will not take any action inconsistent with the Professional’s ownership of the Professional Marks. Professional represents and warrants to Bank that it or its affiliate owns the Professional Marks, that Professional has the right to grant the foregoing license and that Bank’s use of Professional Marks as authorized in this Agreement will not infringe the rights of any third party.
c. Without the prior written consent of Bank, Professional may not use Bank’s (or any affiliate thereof) names or any related marks, logos or similar proprietary designations; provided, that Professional may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program. If Bank consents to a use other than in the nominative sense, Professional must comply with all guidelines provided to Professional by Bank from time to time, including as set forth on a website designated by Bank applicable to such use.
d. Each of Professional and its affiliates and Bank and its affiliates will own exclusively all technology owned by such party at the time owns (i) certain online internet portals that the technology is provided for use in establishingenable application data capture, developing or administering the Program, all changes made by such party with respect theretoprocessing, and any new technology created by such party in connection therewith (in the case digital transmission of Professional necessary applicant and its affiliatesAccountholder information as required for credit prequalification and pre- screen requests, the “Professional Technology”credit applications, and in transactions (each a “Portal”) and (ii) certain software tools and APIs (including the case of Bank DBuy platform, DApply platform, IHS platform, Quickscreen API, Pre-Qual API, and its affiliatesTransaction API components (collectively and with other components incorporated from time to time, the “Bank TechnologySoftware”)). Each of Bank grants to Professional a non- exclusive, royalty-free, fully paid up, non-assignable, non- sublicensable right and license to use the Portal and any Bank grant Software provided by Bank to the other and its respective affiliates extent necessary or convenient to perform Professional’s obligations under the Agreement. Professional grants Bank a non-exclusive, royalty- free, fully paid up, non-assignable, non-sublicensable, worldwide sublicensable right and license to use any Professional software into which the Professional Technology or Bank Technology, as applicable, Software may be integrated to facilitate Professional’s participation in the Program to the extent necessary or convenient to comply with the licenseeperform Bank’s obligations under the AgreementAgreement and administer the Program. This license licenses will expire at the end of the Term (including any wind-down period under Section 9). Upon the expiration of this license, each licensee party will return to the licensor party (or, at the licensor party’s option, destroy) the licensor’s technology then in the licensee’s possession or control. Neither party will have any right to reverse engineer, decompile or disassemble the technology licensed to it hereunderTerm. The limited licenses granted under this Section are AS IS and without any express or implied warranty of any kind. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LICENSING PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, AGAINST INTERFERENCE OF ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF REASONABLE EFFORT AND LACK OF NEGLIGENCE. BANK DOES NOT WARRANT THAT OPERATION OF THE PORTAL WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE.
e. If approved by Bank, Professional may integrate the Bank Software into Professional’s software packages, in which case the following terms will apply. Professional will be responsible for ensuring that its integrations remain up to date with any new or updated Bank Software and will promptly inform Bank of any changes to Professional’s software that affects Bank Software for review and approval of such changes. Bank will exercise commercially reasonable efforts to provide at least thirty (30) days’ notice prior to the release of any new or updated Bank Software, unless such new or updated Bank Software is necessary to remedy a safety or security concern, in which case Bank will provide as much notice as is practicable under the circumstances. In addition to the requirements in Section 11.b, Professional will (i) undergo any testing required by Bank with respect to the integration, (ii) comply with any security, information processing, or regulatory requirements as communicated in writing by Bank, (iii) promptly respond to any information security and physical security assessment questionnaires that Bank might provide from time to time (including allowing site visits and making knowledgeable representatives available to discuss), and (iv) provide, upon Bank’s request, a SOC 2, Type II (or substantially equivalent) report of a third party reasonably acceptable to Bank with respect to the applicable Professional systems.
f. Professional will not (i) copy or duplicate contents of the Portal; (ii) integrate its systems using any Bank Software tools other than those made available by Bank; (iii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Portal is compiled or interpreted; (iv) create any derivative product from any of the foregoing; (v) interfere or attempt to interfere in any manner with the functionality or proper working of the Portal, Bank Software or Bank’s systems;
Appears in 1 contract
Samples: Finance Program Agreement
Ownership Intellectual Property. a. Professional Merchant acknowledges that Bank owns all Accounts, and all information concerning Accountholders, applicants and Accounts obtained in connection with the Program (collectively, “Accountholder Information”), and that Professional Merchant has no ownership rights therein. The parties acknowledge that Accountholder Information, which documents the relationship between individual clients/patients and Bank, is not considered “Protected Health Information”, as that term is defined in federal health care privacy regulations. Accordingly, Professional Merchant will not represent itself as the owner of, or the creditor on, any Account or Accountholder Information. Notwithstanding the foregoing, if Professional is a “Covered Entity” as defined Bank may use Accountholder Information for any reason permitted by 45 C.F.R. § 160.103 and uses Bank’s Quickscreen functionality, it acknowledges that such usage will be covered by the included Quickscreen Business Associate Agreement. As a precaution, to confirm Bank’s ownership of Accounts and related documentation, Professional hereby grants to Bank a first priority continuing security interest in any right, title or interest that Professional may now have or may hereafter be deemed to have in the Accounts and related documentation, and in the Reserve Account. Professional authorizes Bank to prepare and file any documentation required to evidence and enforce this security interestApplicable Law, including UCC financing statements, and will sign any related documentation requested by Bank, including without limitation, any intercreditor agreements necessary to ensure that none of Professional’s other creditors asserts any claim on the Accounts, the Reserve Account sell or any related documentationlicense anonymized Accountholder account transactional information.
b. Professional Merchant grants to Bank the right and license to use the Professional Merchant Marks (A) during the Term in connection with the Bank’s establishment, marketing, administration and servicing of the Program (including any network aspects of the Program) and as otherwise used by Bank in the ordinary course of business, and (B) during any wind-down or conversion of the Program following termination of this Agreement, and in the case of either (A) or (B), through the Final Liquidation Date. Professional Xxxxxxxx agrees to promptly notify Bank if any changes are made to the Professional Merchant Marks so that Bank may adjust the Program materials at the next convenient opportunity to Bank. If the Program uses physical cards, Professional Merchant will pay the actual and reasonable expenses of Bank if Professional Merchant does not allow Bank to exhaust its existing supply of card plastics or requires a forced reissuance of plastics. Bank will use the Professional Merchant Marks in accordance with the reasonable written instructions provided to Bank by ProfessionalXxxxxxxx. Bank is not acquiring any right, title or interest in the Professional Merchant Marks, and Bank will not take any action inconsistent with the ProfessionalMerchant’s ownership of the Professional Merchant Marks. Professional Merchant represents and warrants to Bank that it or its affiliate owns the Professional Merchant Marks, that Professional Merchant has the right to grant the foregoing license and that Bank’s use of Professional Merchant Marks as authorized in this Agreement will not infringe the rights of any third party.
c. Without the prior written consent of Bank, Professional Merchant may not use Bank’s (or any affiliate thereof) names or any related marks, logos or similar proprietary designations; provided, that Professional Merchant may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program. If Bank consents to a use other than in the nominative sense, Professional Merchant must comply with all guidelines provided to Professional Merchant by Bank from time to time, including as set forth on a website designated by Bank applicable to such use.
d. Each Bank owns, operates, and manages one or more systems that enable application data capture, processing, and digital transmission of Professional necessary applicant information as required for credit prequalification and pre-screen requests and applications (each system, a “Portal”).
e. If approved by Bank, Merchant may use Bank-approved application programming interfaces (“APIs”) to connect to Bank’s systems, and if Merchant integrates its affiliates software or systems with Bank, whether through incorporating Bank’s digital application APIs or other software, or future software enhancements (collectively, “Bank Software”) into Merchant’s software or systems or otherwise, then the following terms will apply. Merchant will be responsible for ensuring that its integrations remain up to date with any new or updated APIs or other Bank Software and will promptly inform Bank of any changes to Merchant’s software that affects Bank Software for prior review and its affiliates approval of such changes. Bank will own exclusively all technology owned exercise commercially reasonable efforts to provide at least thirty (30) days’ notice prior to the release of any new or updated APIs or other Bank Software, unless such new or updated Bank Software is necessary to remedy a safety or security concern, in which case Bank will provide as much notice as is practicable under the circumstances. In addition to the requirements in Section 11, Merchant will (i) undergo any testing required by such party at the time that the technology is provided for use in establishing, developing or administering the Program, all changes made by such party Bank with respect theretoto the integration, (ii) comply with any security, information processing, or regulatory requirements as communicated in writing by Bank, (iii) promptly respond to any information security and physical security assessment questionnaires that Bank might provide from time to time (including allowing site visits and making knowledgeable representatives available to discuss), and any new technology created by such (iv) provide, upon Bank’s request, a SOC 2, Type II, report of a third party in connection therewith (in the case of Professional and its affiliates, the “Professional Technology”, and in the case of reasonably acceptable to Bank and its affiliates, the “Bank Technology”). Each of Professional and Bank grant with respect to the other and its respective affiliates a non-exclusive, royalty- free, fully paid up, non-assignable, non-sublicensable, worldwide right and license to use the Professional Technology applicable Merchant systems.
f. Merchant will not (i) copy or Bank Technology, as applicable, to the extent necessary or convenient to comply with the licensee’s obligations under the Agreement. This license will expire at the end duplicate contents of the Term (including any wind-down period under Section 9). Upon the expiration of this license, each licensee party will return to the licensor party (or, at the licensor party’s option, destroy) the licensor’s technology then in the licensee’s possession or control. Neither party will have any right to reverse engineer, decompile or disassemble the technology licensed to it hereunder. The limited licenses granted under this Section are AS IS and without any express or implied warranty of any kind. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LICENSING PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, AGAINST INTERFERENCE OF ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF REASONABLE EFFORT AND LACK OF NEGLIGENCE.Portal;
Appears in 1 contract
Samples: Finance Program Agreement
Ownership Intellectual Property. a. Professional Merchant acknowledges that Bank owns all Accounts, and all information concerning Accountholders, applicants and Accounts obtained in connection with the Program (collectively, “Accountholder Information”), and that Professional Merchant has no ownership rights therein. The parties acknowledge that Accountholder Information, which documents the relationship between individual clients/patients and Bank, is not considered “Protected Health Information”, as that term is defined in federal health care privacy regulations. Accordingly, Professional Merchant will not represent itself as the owner of, or the creditor on, any Account or Accountholder Information. Notwithstanding the foregoing, if Professional is a “Covered Entity” as defined by 45 C.F.R. § 160.103 and uses Bank’s Quickscreen functionality, it acknowledges that such usage will be covered by the included Quickscreen Business Associate Agreement. As a precaution, to confirm Bank’s ownership of Accounts and related documentation, Professional hereby grants to Bank a first priority continuing security interest in any right, title or interest that Professional may now have or may hereafter be deemed to have in the Accounts and related documentation, and in the Reserve Account. Professional authorizes Bank to prepare and file any documentation required to evidence and enforce this security interest, including UCC financing statements, and will sign any related documentation requested by Bank, including without limitation, any intercreditor agreements necessary to ensure that none of Professional’s other creditors asserts any claim on the Accounts, the Reserve Account or any related documentation.
b. Professional Merchant grants to Bank the right and license to use the Professional Merchant Marks (A) during the Term in connection with the Bank’s establishment, marketing, administration and servicing of the Program (including any network aspects of the Program) and as otherwise used by Bank in the ordinary course of business, and (B) during any wind-down or conversion of the Program following termination of this Agreement, and in the case of either (A) or (B), through the Final Liquidation Date. Professional Xxxxxxxx agrees to promptly notify Bank if any changes are made to the Professional Merchant Marks so that Bank may adjust the Program materials at the next convenient opportunity to Bank. If the Program uses physical cards, Professional Merchant will pay the actual and reasonable expenses of Bank if Professional Merchant does not allow Bank to exhaust its existing supply of card plastics or requires a forced reissuance of plastics. Bank will use the Professional Merchant Marks in accordance with the reasonable written instructions provided to Bank by ProfessionalXxxxxxxx. Bank is not acquiring any right, title or interest in the Professional Merchant Marks, and Bank will not take any action inconsistent with the ProfessionalMerchant’s ownership of the Professional Merchant Marks. Professional Merchant represents and warrants to Bank that it or its affiliate owns the Professional Merchant Marks, that Professional Merchant has the right to grant the foregoing license and that Bank’s use of Professional Merchant Marks as authorized in this Agreement will not infringe the rights of any third party.
c. Without the prior written consent of Bank, Professional Merchant may not use Bank’s (or any affiliate thereof) names or any related marks, logos or similar proprietary designations; provided, that Professional Merchant may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program. If Bank consents to a use other than in the nominative sense, Professional Merchant must comply with all guidelines provided to Professional Merchant by Bank from time to time, including as set forth on a website designated by Bank applicable to such use.
d. Each of Professional Merchant and its affiliates and Bank and its affiliates will own exclusively all technology owned by such party at the time that the technology is provided for use in establishing, developing or administering the Program, all changes made by such party with respect thereto, and any new technology created by such party in connection therewith (in the case of Professional Merchant and its affiliates, the “Professional Merchant Technology”, and in the case of Bank and its affiliates, the “Bank Technology”). Each of Professional Merchant and Bank grant to the other and its respective affiliates a non-exclusive, royalty- royalty-free, fully paid up, non-assignable, non-sublicensable, worldwide right and license to use the Professional Merchant Technology or Bank Technology, as applicable, to the extent necessary or convenient to comply with the licensee’s obligations under the Agreement. This license will expire at the end of the Term (including any wind-down period under Section 9). Upon the expiration of this license, each licensee party will return to the licensor party (or, at the licensor party’s option, destroy) the licensor’s technology then in the licensee’s possession or control. Neither party will have any right to reverse engineer, decompile or disassemble the technology licensed to it hereunder. The limited licenses granted under this Section are AS IS and without any express or implied warranty of any kind. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LICENSING PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, NON-NON- INFRINGEMENT, AGAINST INTERFERENCE OF ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF REASONABLE EFFORT AND LACK OF NEGLIGENCE.
Appears in 1 contract
Samples: Finance Program Agreement
