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 hire” owned 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.
