Common use of Proprietary Rights and Licenses Clause in Contracts

Proprietary Rights and Licenses. 9.1. Subject to Client’s right to use the Products as outlined in Section 2, Social Sentinel retains exclusive right, title, and interest (including all intellectual property rights and other rights) in and to the Products including any portion thereof (including all ideas, concepts, designs, software, software code, inventions, and works of authorship, and all intellectual property associated therewith), all data Social Sentinel determines, in its sole discretion, to maintain relating to the use of the Products (including statistics available to Social Sentinel relating to the Products), any works developed by Social Sentinel related to the Products in any manner, and any integration code and any interfaces or other software or technology developed by Social Sentinel. Client shall have no ownership in or license to the Products, or any portion thereof, or in the intellectual property associated therewith. Except as otherwise set forth in the Agreement, Client shall retain copyright and any other rights Client already holds in any content or information created and provided by Client. 9.2. Regarding Reports that Social Sentinel provides to Client as part of the Products, Social Sentinel grants to Client a nonexclusive, nonassignable, nontransferrable license to use for the Term such Reports solely in accordance with the terms and conditions of the Agreement. 9.3. Client acknowledges and understands that if it submits any Client Feedback, Social Sentinel makes no assurances or warranties that such Client Feedback will be treated as confidential or proprietary. By submitting Client Feedback to Social Sentinel, Client is waiving any and all rights that it may have in and to the Client Feedback and is representing and warranting to Social Sentinel that the Client Feedback is wholly original with Client, that no one else has any rights in the Client Feedback, and that Social Sentinel is free to implement the Client Feedback if it so desires, as provided or as modified by Social Sentinel, without obtaining permission or license from any third party. Notwithstanding the foregoing, if Client Feedback contains nonpublic personally identifiable information about a student, the nonpublic personally identifiable information will be treated as Confidential Information.