Ownership; No Implied Licenses Sample Clauses

Ownership; No Implied Licenses. Paper Software represents and warrants that it owns the Software and/or has sufficient rights to grant Licensee a li- cense to use the Software pursuant to this Agreement. Licensee acknowl- edges that the Software and all Intellectual Property Rights embodied in the Software are and will remain the property of Paper Software (and/or third- party licensors, as applicable). Licensee will have no right, title or interest in or to the Software, except those rights expressly granted to Licensee by Paper Software pursuant to this Agreement. There shall be no licenses or rights implied under this Agreement based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted are reserved by Paper Software.‌
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Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) retains all rights, title and interest in and to the Content and all patents, copyrights, trademarks, trade secrets, and all other proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by ON Semiconductor hereunder. Certain elements of the Content may be provided in files/data formatted for use with or by certain third party software/tools/products. No licenses or rights to any such third party software/tools/products are granted to Licensee by ON Semiconductor. Licensee shall ensure that it has obtained all necessary licenses and rights to use any such third party software/tools/products which are necessary in order to utilize the Content.
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Ownership; No Implied Licenses. Licensee acknowledges and agrees that: (i) Licensor owns the Licensed Technology, (ii) Licensor retains ownership of all of its Intellectual Property Rights in the Licensed Technology, and (iii) Licensee has no right, title, or interest in or to the Licensed Technology, except as expressly granted hereunder. The parties understand and agree that no license or other right is granted herein to either party, directly or by implication, estoppel, or otherwise, with respect to any of Licensor’s Intellectual Property Rights, except as specifically provided for in this Agreement, and that no additional licenses or other right shall arise from consummation of this Agreement or from any acts, statements, or dealings leading to such consummation. Licensor reserves all rights not specifically granted to Licensee hereunder. Licensee shall at its sole cost and expense, defend, indemnify and hold Licensor harmless with respect to any claims, costs, expenses (including reasonable attorney’s fees), liabilities and damages resulting from, arising from or related to any breach or threatened by Licensee under this Section.
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Ownership; No Implied Licenses. The Intellectual Property Rights in the “look and feel” of the Site and/or the content provided by Customer shall be owned by Customer; provided, however, that all of the Intellectual Property Rights in the underlying software utilized in connection with the Site, including, without limitation, the PACMail component of the Paciolan Software, shall be owned exclusively by Paciolan or its licensors. All Intellectual Property Rights in the Customer Marks (as defined below), shall be owned exclusively by Customer (it being understood that Paciolan shall have the right and license to utilize and display such Customer Mark to the extent necessary to include such names, logos and other Customer content on the Site. “Intellectual Property Rights” means worldwide rights associated with (i) inventions, including patents, patent applications and statutory invention registrations or certificates of invention,
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Ownership; No Implied Licenses. Subject to the licenses granted herein to Licensee, Artisan and its licensors retain all rights, title and interest in and to the Products and all patent rights, trademarks, trade secrets, copyrights, and all other proprietary rights therein. Artisan and its licensors reserve all rights not expressly granted to Licensee hereunder. The only licenses granted hereunder are those expressly stated in this Agreement, and there are no implied licenses granted hereunder.
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Ownership; No Implied Licenses. Customer acknowledges that, as between the Parties, Xxxxxx owns all right, title, and interest in and to the Services. Except to the extent set forth herein, (a) Xxxxxx does not grant to Customer any license, express or implied, to Xxxxxx’s intellectual property rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by the applicable law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the intellectual property rights of the other Party. Xxxxxx, on behalf of itself and its licensors, expressly reserves all intellectual property rights not expressly granted under this Agreement.
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Ownership; No Implied Licenses. The Intellectual Property Rights in the “look and feel” of the Site shall be owned by Customer; provided, however, that all of the Intellectual Property Rights in the underlying software utilized in connection with the Site, including, without limitation, the PACMail component of the Paciolan Software, shall be owned exclusively by Paciolan or its licensors. All Intellectual Property Rights in the Customer Marks (as defined below), shall be owned exclusively by Customer (it being understood that Paciolan shall have the right and license to utilize and display such Customer Xxxx to the extent necessary to include such names, logos and other Customer content on the Site. “Intellectual Property Rights” means worldwide rights associated with (i) inventions, including patents, patent applications and statutory invention registrations or certificates of invention,
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Ownership; No Implied Licenses. 25.1 As between bluesource and Company, bluesource owns and shall continue to own all rights in the bluesource technology, any inventions and improvements thereto made by bluesource, its Workers, contractors or agents. No implied licenses or any other right or license under any Intellectual Property Rights of bluesource are made under this Agreement except as expressly set forth in the Agreement or Service Schedule.
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Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by each Party to the other Party, each Party (and/or its licensors/suppliers) retains all rights, title and interest in and to their software and Intellectual Property Rights. Each Party (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by either Party hereunder. Certain elements of the Developed Software may be provided in files/data formatted for use with or by certain third-party software/tools/products. No licenses or rights to any such third-party software/tools/products are granted to Starry by ON Semiconductor. Starry shall ensure that it has obtained all necessary licenses and rights to use any such third-party software/tools/products which are necessary in order to utilize the Developed Software.
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Related to Ownership; No Implied Licenses

  • No Implied Licenses Except as explicitly set forth in this Agreement, neither Party shall be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.

  • No Implied License Except for the express license in Section 2.1, Intel does not grant any express or implied licenses to you under any legal theory. Intel does not license You to make, have made, use, sell, or import any Intel technology or third-party products, or perform any patented process, even if referenced in the Materials. Any other licenses from Intel require additional consideration. Nothing in this Agreement requires Intel to grant any additional license.

  • Trademarks, Franchises, and Licenses The Borrower and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Grant of License to Use Intellectual Property Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

  • Subsidiary Rights The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Grant of Licenses (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

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