Proprietary and Intellectual Property Rights. 8.1. M-Net acknowledges that all proprietary and intellectual property rights (specifically including MultiChoice's confidential Subscriber data base) arising from the conduct by MultiChoice of its business shall, as between M-Net and MultiChoice vest exclusively in MultiChoice.
8.2. M-Net shall, with MultiChoice's prior written consent, which consent MultiChoice shall not be entitled unreasonably to withhold or delay, be furnished by MultiChoice with the identities and addresses of all Subscribers for the sole purpose of conducting market research and/or relationship direct marketing during the term of this Agreement (as specified in Schedule 5 to this Agreement or as determined otherwise by agreement between the Parties); provided that, subject to clause 8.3, MultiChoice shall not otherwise be obliged to disclose to M-Net the identity and addresses of Subscribers in any circumstances whatsoever.
8.3. MultiChoice shall, as soon as its systems enable it to do so, (which MultiChoice will use all reasonable endeavours to expedite) provide M-Net within 48 hours after the last day of each 3 month period of this Agreement (i.e. on a quarterly basis) with a list of the names and addresses of all MUD Subscribers, Commercial Subscribers and the number of MUD Units and Hotel Rooms, respectively, (where applicable) within the premises operated by each MUD and Commercial Subscriber, for each country comprising the Territory. M-Net will be entitled to provide the information contemplated in this clause 8.3 to any supplier of programming to M-Net.
8.4. In each case, M-Net shall treat such identity and addresses of subscribers as confidential and shall not utilise or disclose any such names and addresses to any person for any purposes other than as set out in 8.2 above or, in the case of information supplied pursuant to 8.3, for the purposes of disclosing such information to its programme suppliers. The obligations described in this sub-clause shall be regarded as material obligations of M-Net. Upon termination of this Agreement other than by reason of default by M-Net, MultiChoice shall undertake one mailshot to all Subscribers to the Channels on behalf of M-Net, subject to MultiChoice approving the content and wording of the mailshot (such approval not to be unreasonably withheld) and M-Net shall, for the avoidance of doubt, be entitled to include in the mailshot its address and telephone number to enable Subscribers to contact M-Net.
Proprietary and Intellectual Property Rights. The copyright, trademarks, logos, slogans and service marks displayed on the Site are registered and unregistered intellectual property rights of Issuer or of respective intellectual property right owners. Nothing contained on the Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any intellectual property displayed on the Site without the written permission of Issuer or such third party that may own the intellectual property displayed on the Site. Issuer grants the right to access the Site to the User and use the MPay Portal and MPay Wallet Services in accordance with the Terms & Conditions mentioned herein. The User acknowledges that the services including, but not limited to, text, content, photographs, video, audio and/or graphics, are either the property of, or used with permission by, Issuer and/or by the content providers and may be protected by applicable copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of Malaysia and other countries, and the applicable terms and conditions. The User should assume that everything it views or reads on the Site (collectively referred to as "content") is copyrighted/ protected by intellectual property laws unless otherwise provided and may not be used, except as provided in the Terms & Conditions, without the prior written permission of Issuer or the relevant copyright owner. Any breach of the restrictions on use provided in these terms is expressly prohibited by law, and may result in severe civil and criminal penalties. Issuer shall be entitled to obtain equitable relief (including all damage, direct, indirect, consequential and exemplary) over and above all other remedies available to it, to protect its interests therein.
Proprietary and Intellectual Property Rights. 7.1. Customer acknowledges that the Platform and FATHOM Documentation is considered by FATHOM to be valuable trade secrets of FATHOM or third-party providers. FATHOM or its third-party providers are the sole and exclusive owner of the Platform and FATHOM Documentation, as well as any related trademarks and domain names. The Access granted by this Agreement does not give Customer any ownership interest in the Platform or FATHOM Documentation, but only the limited right to access and use the Platform and FATHOM Documentation under the terms of this Agreement.
7.2. Customer agrees that it will not remove, alter, or otherwise obscure any proprietary rights notices appearing in the Platform or FATHOM Documentation delivered to Customer under this Agreement.
7.3. The Platform or FATHOM Documentation may include certain custom modifications made by FATHOM in order to meet the Customer’s expectation. FATHOM will retain title to any custom modifications, and may, at is sole discretion and at any time, make changes, upgrades, updates, enhancements, or other modifications to the Platform or FATHOM Documentation.
7.4. FATHOM acknowledges and agrees that Customer’s data and information provided by Customer or its customers or otherwise resulting from the use of the Platform shall be the property of and owned by Customer. Not more than once annually at the Customer’s cost, the Customer may request a complete back-up of all Platform data including but not limited to the following:
(A) AMI/AMR (Automated Metering Infrastructure/Automated Meter Reading (collectively referred to as “AMI”) data, including consumption, diagnostic, and status data from water meter devices, as well as data transmitted to a central database for billing, troubleshooting, and analyzing (“Meter Data”);
(B) Customer Information Systems data, including name, address, personal identification numbers, billing information, deposit and payment history, account history, account number, meter reads, time of use information, survey results, and any other information specific to a customer or account (“CIS Data”). CIS Data will be subject to terms of Exhibit D P1);
(C) CMMS (Computerized Maintenance Management System) data related to work orders and work order data, including historical work orders generated, work order details, work order resolution notes, labor hours, project number, expense type, date work order completed, recurring work order data, all meter work order data, asset information attached to...
Proprietary and Intellectual Property Rights. To the Company's and the Shareholders' knowledge, the Company possesses full ownership of all proprietary rights and intellectual property rights owned by or registered in the name of the Company or any of its subsidiaries or used in the business of the Company or any of its subsidiaries and is not in default in any material respect, under any agreement relating to any proprietary right or intellectual property right.
Proprietary and Intellectual Property Rights. 14.1 Except as otherwise specifically provided in the Agreement, the Licensor shall retain exclusive ownership, rights, title and interest in and to the end-result of the AI Software and/or Deliverables and the documentations related thereto, in particular with regard to the processes, tools, manuals and software including its object code and or source code related to the Services, including all related Intellectual Property Rights.
14.2 Unless otherwise mutually agreed in writing, neither Party shall acquire any rights in any Intellectual Property Rights owned, created or licensed by the other Party whether created before or after the date of this Agreement, which are not related the AI Software and/or Deliverables.
14.3 All designs, improvements, discoveries, ideas, test reports, write-ups, drawings, specifications, calculations, data, notes and other materials and documents, including electronic data, arising from the performance of this Agreement or in relation to this Agreement furnished by the Licensor to the Licensee under this Agreement or prior to this Agreement (“Work Product”) shall be the intellectual property of the Licensor. The Licensor shall retain the ownership and property interests of the Work Product, including the copyrights thereto.
14.4 The Licensor warrants that the provision of the AI Software and/or Deliverables including the content provided conforms to and is in compliance with all laws relating to property and/or proprietary rights including but not limited to Intellectual Property Rights and does not infringe the Intellectual Property Rights of any person or entity.
14.5 The Licensor warrants that it has been granted the license, right and/or approval to provide the AI Software and/or Deliverables and shall continue to pay all such necessary license fees and royalties (if any) to the owner of the copyright and Intellectual Property Rights contained therein (if any) for the purpose of performing the AI Software and/or Deliverables under this Agreement.
14.6 Without prejudice to the Licensee’ rights to terminate this Agreement, the Licensor shall indemnify the Licensee in respect of any and all damages, costs and expenses (including but not limited to loss of profit and reasonable solicitor’s fees) in connection with any third-party claim against the Licensee for the AI Software and/or Deliverables provisioned by the Licensor or its use infringes any Intellectual Property Rights of any third party.
Proprietary and Intellectual Property Rights. 17.1 You acknowledge and agree that all rights, title and interest in and to all Equipment and all Intellectual Property rights embodied in, relating to, in connection with or arising from the provision of the Purchased Services (including any Equipment, product, documents or other material provided in connection with any Purchased Services) shall vest solely and exclusively at all times in us, and belong solely and exclusively to us.
17.2 You shall not acquire any right, licence, benefit or interest in any such Equipment or Intellectual Property rights by virtue of anything done by or sums paid pursuant to these Terms and Conditions.
17.3 To the extent that any right, title or interest in such Equipment or Intellectual Property or any part thereof may remain or become vested in you notwithstanding Clause 17.2 above, you shall and you hereby irrevocably assign, transfer and convey, absolutely and unconditionally, to us, the said rights, title and interests by way of such form of agreement or deed as may be required by us.
17.4 You shall not, and shall not attempt or assist another person to, reproduce, modify, transfer, distribute, republish, download, post or transmit in any form or by any means (including electronic or mechanical photocopying or recording) any Intellectual Property in or relating to any Services unless authorised in writing by us.
Proprietary and Intellectual Property Rights. 4.1 Subject to the limited rights expressly granted hereunder, Bonzo reserve all rights, title and interest in and to the Service, including all related intellectual property and proprietary rights. No rights are granted to You hereunder other than those as expressly set forth herein.
4.2 You have the right to access and use the Service subject to the terms of the Order Form and this Agreement.
4.3 You are responsible for protecting Your own intellectual property rights. You may only post or transmit content through the Service if you own or have permission to use that content or materials. You agree that you will not post or transmit content through the Services that violates or infringes upon Our or any third party’s intellectual property or proprietary rights (including but not limited to copyrights, trademarks, trade secrets, patents, publicity rights or privacy rights).
4.4 You grant us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your content and materials.
Proprietary and Intellectual Property Rights. 4.1. Shadow and its third-party providers retain title to and ownership of the Licensed Software, respectively, and the accompanying Documentation, including all copies in whatever form, whether supplied by them or made by Licensee. Licensee acknowledges that the Licensed Software belongs and is proprietary to Shadow or its third-party providers, as applicable, and shall at all times remain their property. The user license granted by this Agreement does not give Licensee any ownership interest in the Licensed Software, but only the right to use the Licensed Software under the specified terms.
4.2. Licensee shall treat the Licensed Software and Documentation as confidential information and shall not publish, disclose or release them in whole or in part, other than as permitted in Section 12 of this Agreement. Licensee shall alert its agents and outside contractors to Licensee's confidentiality obligations, and shall take all reasonable precautions to maintain the confidentiality of the Licensed Software and Documentation, exercising at least the same degree of care which Licensee employs with respect to Licensee's own confidential information. Licensee shall not remove any copyright, patent, trademark or other notices or proprietary legends from any Licensed Software or Documentation, and any copies made by Licensee as permitted by this Agreement shall include such notices and legends.
4.3. The Licensed Software may include certain custom modifications made by Shadow to Licensee's specifications. Unless otherwise specified in the License Schedule or a License Schedule Supplement, Shadow shall retain title to such custom modifications.
4.4. If at any time Licensee or Licensee's agent makes any User Modifications to the Licensed Software, Licensee shall acquire all right, title and interest in such User Modifications. Licensee shall grant to Shadow and Shadow shall have a perpetual, nonexclusive, royalty-free license in all such User Modifications. Shadow shall not publish, sublicense, disclose or transfer them to anyone else unless authorized in writing by Licensee. Licensee may request in writing that Shadow make an Exclusive Modification (as defined in Section 13.3). The written request shall include specifications which shall be Licensee confidential information subject to the terms of Section 12. Shadow shall within five (5) business days, accept or reject the request in writing. Upon acceptance of such request and completion of the Exclusive Modificatio...
Proprietary and Intellectual Property Rights. 5.1. The parties acknowledge and agree that: (i) Bricom and its suppliers shall retain all right, title, and interest in and to the Bricom offerings (including, without limitation, any releases, bug-fixes, workarounds, updates, upgrades, derivatives and/or modifications thereto and copies thereof) and related documentation, and that ownership of all patent, copyright, trade secret, and other intellectual property rights embodied therein or pertaining thereto shall be and remain the sole property of Bricom, (ii) all Customer Materials are and shall remain the property of Customer hereby grants to Bricom the right and license to reproduce, distribute, modify, perform, display and otherwise use the Customer Materials in connection with providing the Bricom offerings, and for analytic, statistical, security, quality control, and similar purposes, including by using Customer Materials in aggregate form (i.e. to analyze systems performance), (iii) they acknowledge that all third parties assert their retention of all right, title, and interest in and to the third-party materials (including, without limitation, any releases, bug-fixes, workarounds, updates, upgrades, derivatives and/or modifications thereto and any copies thereof) and related documentation, and that ownership of all patent, copyright, trade secret, and other intellectual property rights therein shall be and remain the sole property of the relevant third-party.
Proprietary and Intellectual Property Rights. 7.1 All Intellectual Property Rights of either Party, known or developed by each Party prior to commencement of the Agreement, and any collaboration developed in connection with the Agreement, is, and shall remain at all times property exclusively owned by such Party, and unless specifically agreed herein, nothing in this Agreement shall operate to assign or license any right, title or interests in such prior Intellectual Property Rights to the other Party.
7.2 Neither Party shall, directly or indirectly, reverse compile, reverse engineer, decompose, re-engineer, disassemble, copy, modify, attempt to discover the source code of, bypass, alter, or tamper with any security or lockout features of, create derivative works of, adapt or otherwise make any changes to or allow changes to be made to the other Party’s technology, or any part or component thereof, or otherwise create, attempt to create, or knowingly permit or assist others to do the same.
7.3 In carrying out its respective obligations regarding the contemplated collaborations, neither Party shall use any third-party proprietary materials nor cause the breach of any third-party proprietary rights.
