Common use of Proprietary Rights and Licenses Clause in Contracts

Proprietary Rights and Licenses. 7.1 Subject to the limited rights expressly granted hereunder, PMG and Customer reserve all of each parties’ respective rights, title and interest in and to the Services, including all of each parties’ related intellectual property rights. No rights are granted to the Customer hereunder other than the right to receive and use Services as expressly set forth herein. 7.2 Customer grants PMG a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for PMG to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, PMG acquires no right, title, or interest from Customer under this Agreement in or to Customer Data or any Non-PMG Applications. 7.3 Customer grants PMG a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided in relation to the operation of the Services. 7.4 It is PMG’s intent to leverage Pre-Existing Materials, specifically, questions sets, forms, workflow definitions and reports to leverage best practices and maximize speed to value for the customer. PMG will retain ownership of both Pre-Existing Materials as well as any enhancements that occur. 7.5 In those situations where PMG uses Pre-Existing Materials, PMG agrees and does hereby grant to Customer, a perpetual, irrevocable, royalty-free, nonexclusive, worldwide license, with the right of sublicense, to use, reproduce, display, transmit, market, sell, modify, enhance and create derivative works of any of PMG’s Pre-Existing Materials as part of any Services. 7.6 PMG shall have the right to (and to retain third parties to) collect and analyze anonymized data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies. We will be free (during and after the term hereof) to (i) use such anonymized information and data to enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and PMG’s other offerings, and (ii) use third party service providers, contractors and subcontractors (“Our Providers”) to assist in providing, supporting and improving the Service. PMG may share all such anonymized information and data with PMG Providers, who may store and use it solely to provide, support and improve the Service. We shall be responsible for the compliance of PMG Providers with the Confidentiality and other provisions of this Agreement and will limit disclosure of such information and data solely in aggregate or other de-identified form for the limited purpose of enhancing the Services.

Appears in 2 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement

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Proprietary Rights and Licenses. 7.1 Subject to the terms of this Agreement, including but not limited to Section 17, Customer agrees that all rights, title and interest in and to the Services (including but not limited to Hardware, Software, and all modifications, customizations, and derivative works), including any content therein and all worldwide trademarks, patent rights, copyrights, trade secrets, and all other intellectual property rights not otherwise granted herein belong to Geoforce and/or its suppliers or licensors. Customer agrees that, subject to the limited rights expressly granted hereunderin this Agreement, PMG Geoforce on behalf of itself and Customer its Third-Party licensors reserve all of each parties’ respective other rights, title and interest in and to the Services, including all of each parties’ related intellectual property rights. No rights The trademarks, service marks and trade names, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the "Trademarks") used and displayed on the Services are granted to the registered and unregistered trademarks, service marks and/or trade dress of Geoforce and its suppliers or licensors, and Customer hereunder other than the right to receive and use Services as expressly set forth herein. 7.2 Customer grants PMG a worldwide, limited-term license to host, may not copy, transmit imitate or use the Trademarks, in whole or in part, for any purpose. Customer agrees not to, and display Customer Data as necessary for PMG to provide the Services in accordance with this Agreement. Subject cause its Authorized Users not to, remove or alter any copyright or other proprietary notices and shall cause its and its Authorized Users to the limited licenses granted hereinreproduce all such notices on aerial or satellite images produced, PMG acquires no rightexported, titlecopied, or interest from created using the Services, all materials embodying such images, and upon tangible copies. Any rights not expressly granted herein are reserved to Geoforce. Customer under this Agreement in or grants, and shall cause its Authorized Users to Customer Data or any Non-PMG Applications. 7.3 Customer grants PMG grant, to Geoforce a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, correction or other feedback provided in relation by Customer or any Authorized Users relating to the operation of the Services. 7.4 It is PMG’s intent . Comments or feedback that Customer or an Authorized User submits to leverage PreGeoforce about the Services shall become Geoforce property and by sending Geoforce such feedback, they agree to a no-Existing Materialscharge assignment to Geoforce of all right, specificallytitle and interest in copyrights and other intellectual property rights on a worldwide basis in and to such feedback. Whether or not such assignments are effective, questions sets, forms, workflow definitions and reports to leverage best practices and maximize speed to value for the customer. PMG will retain ownership of both Pre-Existing Materials as well as any enhancements that occur. 7.5 In those situations where PMG uses Pre-Existing Materials, PMG agrees and does hereby grant to Customer, on behalf of itself and its Authorized Users, agrees that Geoforce is free to use any ideas, concepts, know-how or techniques that Customer sends Geoforce for any purpose on an unrestricted basis and at no charge. Further Customer grants to Geoforce a perpetualnon-exclusive, irrevocable, royalty-free, nonexclusive, worldwide license, with the royalty free right of sublicenseto its information and intellectual property solely as minimally necessary (and solely in Order to) to be used to perform under this Agreement, to useinternally analyze and improve performance hereunder, reproduce, display, transmit, market, sell, modify, enhance and create derivative works of any of PMG’s Pre-Existing Materials as part of any Services. 7.6 PMG shall have the right to (and to retain third parties to) collect use the data on an anonymized and analyze anonymized data and aggregated basis with its other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies. We will be free (during and after the term hereof) to (i) use such anonymized information and customer’s data to enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and PMG’s other offerings, and (ii) use third party service providers, contractors and subcontractors (“Our Providers”) provide enhanced services to assist in providing, supporting and improving the Service. PMG may share all such anonymized information and data with PMG Providers, who may store and use it solely to provide, support and improve the Service. We shall be responsible for the compliance of PMG Providers with the Confidentiality and other provisions of this Agreement and will limit disclosure of such information and data solely in aggregate or other de-identified form for the limited purpose of enhancing the Servicesits customers.

Appears in 2 contracts

Samples: Global Purchase Agreement, Global Purchase Agreement

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