Ownership; Suggestions Clause Samples

Ownership; Suggestions. You agree that all right, title and interest in and to Our Materials and Technology and all service- based or licensed Software provided hereunder, including all changes, modifications and improvements thereto, belongs exclusively to, and will remain the sole property of, us, our Affiliates, and our and their respective licensors or partners. You will take reasonable precautions to prevent unauthorized access and use of service-based and licensed Software by third parties. Work performed and deliverables created by us under the Agreement, including without limitation via Services, will constitute Our Materials and Technology, and for the avoidance of doubt will not be considered “works made for hireowned by you. You have no rights in or to Software source code under these Master Terms or any Agreement. We reserve all rights in Our Materials and Technology not specifically and expressly granted to you under these Master Terms. Our Materials and Technology (including without limitation our Software) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. We agree that as between you and us, you will own your Transportation Data. We reserve the right to modify, expand, update or otherwise change portions of our Software, Products and offerings and the platform(s) on which they are provided, provided such changes do not adversely affect in a material manner your ability to use our Software, Products and offerings for their intended purpose. Notwithstanding anything in the Agreement to the contrary, you grant to us and our Affiliates a royalty-free, worldwide, irrevocable, perpetual non-exclusive license to use and incorporate into their services and technology, make available to their customers and commercially use any suggestions, enhancement requests, recommendations, or other feedback provided by you, your Affiliates, or their representatives relating to or resulting from the Software, Services or Products of us or our Affiliates.
Ownership; Suggestions. We acknowledge that as between the Parties, Your Materials provided to us pursuant to this Exhibit are the property of you or your licensors, and that we have no rights in or to the same except for any limited rights expressly set forth in this Exhibit. You agree and acknowledge that as between the Parties, any Work Product and Deliverables created pursuant to this Exhibit are the property of us or our licensors, and that you have no rights in or to the same except for any limited rights expressly set forth in this Exhibit. For the avoidance of doubt, we retain all right, title and interest in and to Our Materials and Technology, Work Product and Deliverables, including without limitation any improvements made thereto. You agree and acknowledge that the Professional Services provided are for the configuration or enhancement of Our Materials and Technology and do not constitute “works made for hire.” You will not, and will cause your Affiliates and their respective Representatives to not, directly or indirectly, translate, prepare derivative works, reverse engineer, decompile, disassemble, lease, rent, sell or act as a service bureau with respect to Our Materials and Technology, Work Product or Deliverables, or otherwise attempt to learn the source code or algorithms underlying them. Your interest in and obligations with respect to any programming, materials, or data to be obtained from third‑party vendors, regardless of whether obtained with our assistance, shall be determined in accordance with the agreements and policies of such vendors. Notwithstanding anything in this Exhibit to the contrary, you hereby grant to us and our Affiliates a royalty-free, worldwide, irrevocable, perpetual non-exclusive license to use and incorporate into their respective services and technology, make available to customers and commercially use any suggestions, enhancement requests, recommendations, or other feedback provided by you or your Affiliates relating to or resulting from the services or technology of us or our Affiliates.
Ownership; Suggestions. Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. In the course of the discussions facilitated in the Customer Program, You may be providing to BMC feedback and suggestions relevant to the functionality, performance, features, and operation of BMC’s products and services (“Suggestions”) the purpose of their disclosure being to assist BMC and its affiliates to deliver BMC products that include the functionality, performance, features, and operation in BMC products that You need and desire to have. In order for BMC to be able to act on such Suggestions, BMC needs to have Your permission to do something with Your Suggestions, therefore, notwithstanding anything to the contrary herein, You hereby assign to BMC all rights, title and interest in the Suggestions and in all intellectual property therein. Although not usually necessary, if requested by BMC, You agree to execute such further instruments as BMC may reasonably request confirming BMC’s ownership in Your Suggestions.

Related to Ownership; Suggestions

  • Suggestions We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

  • Input Client shall be solely responsible for the input, transmission, or delivery to and from Fiserv of all information and data required by Fiserv to perform Services unless Client has retained Fiserv to handle such responsibilities, as specifically set forth in the Exhibits. The information and data shall be provided in a format and manner approved by Fiserv. Client will provide at its own expense or procure from Fiserv all equipment, computer software, communication lines, and interface devices required to access the Fiserv System. If Client has elected to provide such items itself, Fiserv shall provide Client with a list of compatible equipment and software; Client agrees to pay Fiserv's standard fee for recertification of the Fiserv System resulting therefrom.

  • Access Toll Connecting Trunk Group Architecture 9.2.1 If WCS chooses to subtend a Verizon access Tandem, WCS’s NPA/NXX must be assigned by WCS to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG. 9.2.2 WCS shall establish Access Toll Connecting Trunks pursuant to applicable access Tariffs by which it will provide Switched Exchange Access Services to Interexchange Carriers to enable such Interexchange Carriers to originate and terminate traffic to and from WCS’s Customers. 9.2.3 The Access Toll Connecting Trunks shall be two-way trunks. Such trunks shall connect the End Office WCS utilizes to provide Telephone Exchange Service and Switched Exchange Access to its Customers in a given LATA to the access Tandem(s) Verizon utilizes to provide Exchange Access in such LATA. 9.2.4 Access Toll Connecting Trunks shall be used solely for the transmission and routing of Exchange Access to allow WCS’s Customers to connect to or be connected to the interexchange trunks of any Interexchange Carrier which is connected to a Verizon access Tandem.

  • Comments We welcome your comments and feedback about the Sites and our products. In addition, in some places the Sites enable users to post comments and product reviews which may be viewed by other users. If you post any comments, reviews, testimonials, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") on the Sites or sent to us, whether through the Sites, e-mail, facsimile, mail or by other means, you automatically grant, or warrant that the owner of such Comments has expressly granted the Company, for a duration of ten years and to the extent permitted by law, a royalty-free, full-paid, perpetual, irrevocable, worldwide, unlimited, nonexclusive, sublicensable, and transferable license to use, re-use, reproduce, sublicense, create derivative works from, modify, publish, edit, translate, distribute, re-distribute, transmit, print, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, import, perform, exhibit, and display the communication or content material in any media or medium, or any form, format, or forum now known or hereafter developed. The Company may sublicense its rights through multiple tiers of sublicenses. You should not submit any Comments to us that you do not wish to license to us. The Company is and shall be under no obligation (1) to maintain any Comments in confidence unless such Comments are not publicly available; (2) to pay any compensation for any Comments; or (3) to respond to any Comments. You grant the Company the right to use the name that you submit in connection with any Comments, pursuant to our Privacy Policy. You agree to the foregoing grant of rights, consents, and agreements whether or not your Comments are used by us. In accordance with the applicable European regulations, you may exercise your right to access, correct, or delete and object by contacting us at : ▇▇▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, and waivers set forth in this Agreement with regard to the Comments publicly that you made publicly available. Without limiting the scope of this section or any future grant of rights, consents, agreements, and waivers you may make with respect to Comments, you hereby ratify any prior grant of rights, consents, agreements, and waivers made by you with respect to Comments submitted by you to us.

  • Feedback You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and trans- ferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.