Trademarks and Copyrights. 9.1 Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the "Trademarks"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest. In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks. 9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan. 9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials. 9.4 Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. -------------------------------------------------------------------------------- 9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks. 9.6 Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor. 9.7 Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks. 9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not). Distributor shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo). Distributor shall not adopt or use any Trademark or product name which may be confusingly similar to any Airspan Trademark. Distributor may use the Airspan logo as it appears on Airspan's letterhead.
Appears in 2 contracts
Samples: Distributor Agreement (Airspan Networks Inc), Distributor Agreement (Airspan Networks Inc)
Trademarks and Copyrights. 9.1 (a) Distributor acknowledges Airspanacknowledges, and shall further procure the acknowledgement of the Country Distributor(s) of Amer's and/or any of Amer’s Affiliates’ exclusive right, title, goodwill and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the "Trademarks"), Trademarks and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, goodwill and interest. In connection with any reference to the Trademarks, Distributor shall not and shall ensure that the Country Distributor shall not in any manner represent that it has an any ownership interest in the Trademarks or registration(s) thereof, and the Distributor acknowledges acknowledges, and shall further procure the acknowledgement of the Country Distributor(s) that no action by it or on its behalf shall create in Distributor's and/or Country Distributor’s favor any right, title, goodwill or interest in or to the Trademarks.
9.2 . Distributor recognizes recognizes, and shall procure that the Country Distributor(s) recognize the validity of AirspanAmer's and/or any of Amer’s Affiliates’ copyright in any of their written material to which Airspan shall have made a claim to copyright protectionor packaging of the Products, and Distributor specifically further recognizes AirspanAmer's and/or any of Amer’s Affiliates’ exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor and/or the Country Distributor(s) by AirspanXxxx and/or any of Amer’s Affiliates.
9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, (b) Distributor shall clearly indicate Airspan's ownership ensure that each reference to and use of any of the Trademarks by Distributor and/or the Country Distributor(s) is at all times in a manner approved by Xxxx and before distributing accompanied by an acknowledgement, in a form approved by Xxxx, that the same is a Trademark (or publishing registered Trademark) of Amer and/or any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materialsof Amer’s Affiliates.
9.4 (c) Distributor agrees undertakes that when referring to the Trademarks, it shall will diligently comply with all laws pertaining to the Trademarks at any time in force in the TerritoryTerritory and shall further ensure the compliance of the Country Distributor(s) with this Section. --------------------------------------------------------------------------------This provision includes compliance with marking requirements.
9.5 (d) Distributor shall promptly and fully notify Airspan Amer of any and all apparent, actual, threatened or suspected infringements, imitations, illegal usesuse, or misuses misuse of the Trademarks Intellectual Property of Amer and/or any of Amer’s Affiliates which come to Distributor's attention, whether as notified by the Country Distributor(s) or otherwise. Distributor also furthermore agrees that it shall not and shall ensure that the Country Distributor(s) shall not at any time take any action in the courts or before the Courts, administrative agencies of the Territory agencies, or otherwise to prevent the infringement, imitation, illegal use, or misuse of the TrademarksIntellectual Property of Amer and/or any of Amer’s Affiliates without the written consent of Amer, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan Amer and/or any of Amer’s Affiliates’ as sole owner of the TrademarksIntellectual Property.
9.6 (e) Distributor agrees undertakes to, and where relevant, shall procure that the Country Distributor(s), fully and without any reservation whatsoever to render to Airspan Amer and/or any of Amer’s Affiliates at any time during or after the Term of this Agreement all assistance in connection with any matter pertaining to the protection of the Trademarks, Intellectual Property of Amer and/or any of Amer’s Affiliates whether in the courts or before the Courts, administrative agencies of the Territory or otherwise, and to make promptly available to AirspanAmer, its Distributorsrepresentatives, and attorneys all of Distributor's and/or Country Distributor(s)’ files, records, and other information pertaining to the advertising, promotion, distribution, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.
9.7 (f) Distributor agrees and undertakes that it will not at any time, time whether during or after the term Term of this Agreement or after its expiration or terminationAgreement, adopt, use, or register without AirspanAmer's priorprior written consent, written consent any work or symbol or combination thereof which is similar to any of the Trademarks. In no event shall Distributor use such work, symbol, or combination thereof in any language or form in its trade name (whether or not registered) or corporate name. The Distributor shall further procure the compliance of the Country Distributor(s) with this Section.
9.8 In (g) Distributor and any Country Distributor shall not modify any Products or Trademarks used on the advertising Products by Amer or the Amer Affiliate; including that Distributor agrees it will not, and sale shall ensure that the Country Distributor(s) will not alter, deface, remove, coverup, or mutilate in any manner whatsoever, any Trademark, serial or model number, brand, or name which Xxxx and/or any of Airspan Amer’s Affiliates may attach or affix to the Products. The Distributor shall, Distributor may and shall further ensure that the Country Distributor(s) only use the Trademarks for the purposes set out in relation to those Airspan Productsthis Agreement. Distributor will not make or permit the alteration or removal Each and every use of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", Trademarks by the Distributor and/or Country Distributor shall comply with “Brand Guidelines” on the use of Trademarks and any abbreviations other Intellectual Property as published by Amer or derivations thereof and all its Affiliate(s) from time to time. A copy of Airspan's Trademarks (whether registered or not)the Brand Guidelines is available on request. Distributor shall not take provide, or shall procure that the Country Distributor(s) provide Xxxx, in a timely manner, with five (5) copies of each and every approved use of the Trademarks, including advertising and promotional materials for Amer records.
(h) Immediately upon receipt of knowledge or notice that any action inconsistent person claims infringement of trademark or other intellectual property rights arising out of the sale of Products by Distributor and/or Country Distributor(s) in the Territory in compliance with Airspan's ownership of such Trademarks; thereforethis Agreement, Distributor shall treat all notify Amer thereof in writing. Amer at its option, shall either (1) take over and control the defense and trial and/or settlement of Airspansuch claim on Distributor's items distinctively or Country Distributor(s)’ behalf at Xxxx's expense, (as 2) reimburse Distributor or Country Distributor(s) for legal expenses reasonably incurred in its defense of such claim, or (3) propose a commercially reasonable alternative for the resolution of the matter in dispute. Amer shall, in either event, hold Distributor or Country Distributor(s) harmless from any judgement or award rendered on such a claim. However, Xxxx shall not be responsible to typographyDistributor or Country Distributor(s) and shall only use exact reproductions of all Airspan's symbols for their indirect, consequential or incidental damages (including Airspanbut not limited to loss of profit) or business losses. Amer's logo)obligations under this subparagraph (h) are expressly contingent upon the required notice by Distributor being timely given.
(i) Distributor acknowledges and agrees that it shall not, without a written license from Amer, use Amer’s names, trademarks, or copyrights in any domain names or other universal resource locators. Distributor shall not adopt agrees to assign, or, upon Distributor’s failure to assign, to authorize the applicable web site registrar or use other domain name registration authority to assign, to Amer any Trademark domain name registered for by Distributor that uses Amer’s names, trademarks, or product name which may be confusingly similar to any Airspan Trademarkcopyrights in violation of this provision. Distributor may use agrees to indemnify Xxxx from and against any and all costs, damages, or liabilities, including but not limited to Amer’s attorney’s fees, incurred by Xxxx in the Airspan logo as it appears on Airspan's letterheadenforcement this provision. The foregoing terms shall also apply to each Country Distributor and Distributor shall cause each Country Distributor to comply with the terms set forth in this Section.
Appears in 1 contract
Trademarks and Copyrights. 9.1 Distributor acknowledges Airspan(a) Borrower (either itself or through its licensees or its sublicensees) shall, for each Trademark material to the conduct of Borrower's exclusive rightbusiness: (1) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use; (2) maintain the quality of products and services offered under such Trademark; (3) display such Trademark with notice of federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law; and (4) not knowingly use or knowingly permit the use of such Trademark in violation of any third-party rights.
(b) Borrower (either itself or through licensees) shall, titlefor each work covered by a Copyright material to the conduct of Borrower's business, continue to publish, reproduce, display, adopt and interest in distribute the work as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(c) Borrower shall notify Bank immediately if Borrower knows of or has reason to know that any trademarksTrademark or Copyright material to the conduct of Borrower's business may become abandoned, trade names, logos and designations which Airspan may at any time have adopted, usedlost or dedicated to the public, or registered of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of America any country) regarding Borrower's ownership of any Trademark or Copyright, its right to register the same, or to keep and in maintain the Territory same.
(d) Borrower will take all necessary steps that are consistent with the "Trademarks")procedural requirements of the United States Patent and Trademark Office, and will not at United States Copyright Office or any time do office or cause to be done any act or thing contesting or agency in any way impairing or tending to impair any part political subdivision of said right, title, and interest. In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.
9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
9.3 Whenever Distributor refers to the Trademarks in advertising United States or in any other manner country or any political subdivision thereof, to identify maintain and pursue each material application relating to the products, Distributor shall clearly indicate Airspan's ownership Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each registration of the Trademarks and before distributing or publishing any advertisingCopyrights which is material to the conduct of Borrower's business, descriptiveincluding timely filings of applications for renewal, or promotional materialsaffidavits of use, Distributor shall affirmatively provide Airspan affidavits of incontestability and payment of maintenance fees, and, if consistent with an opportunity good business judgment, to inspect initiate opposition, interference and approve such materialscancellation proceedings against third parties.
9.4 Distributor agrees (e) In the event that when referring any Trademark or Copyright material to the Trademarksconduct of Borrower's business is believed by Borrower to have been infringed, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. --------------------------------------------------------------------------------
9.5 Distributor misappropriated or diluted by a third party, Borrower shall promptly notify Airspan of Bank after Borrower learns thereof and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation, or dilution and to recover any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the damages for such infringement, imitation, illegal use, misappropriation or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.
9.6 Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwisedilution, and take such other actions as are appropriate under the circumstances to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributorprotect such Trademarks and/or Copyrights.
9.7 Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.
9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not). Distributor shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo). Distributor shall not adopt or use any Trademark or product name which may be confusingly similar to any Airspan Trademark. Distributor may use the Airspan logo as it appears on Airspan's letterhead.
Appears in 1 contract
Samples: Loan Agreement (Sonic Foundry Inc)
Trademarks and Copyrights. 9.1 Distributor acknowledges Airspan's exclusive rightEach party grants the other a non-exclusive, titlenontransferable, royalty-free license to use, reproduce, distribute and display the trademarks described herein solely in connection with (i) the advertising and promotion of the availability of the Developer Application on Nextel Online Internet Wireless Service, and interest (ii) the display of any links, as expressly permitted hereunder between the Developer web site and the Nextel web site, provided that uses of such trademarks in advertising and promotion must be approved by the trademark owner in advance and are in compliance with the trademark owner's then-current trademark usage guidelines. Neither party shall acquire any right to goodwill, trademark, copyright, or other form of intellectual or commercial property of the other party. Each party agrees that all uses of the other party's trademarks will: (i) not alter the trademarks in any way; and (ii) use the trademarks so that each of such trademarks creates a separate and distinct impression from any other trademark that may be used by the other party. Each party agrees that all uses of the other party's trademarks, trade namesincluding the goodwill and reputation associated therewith, will inure to the benefit of the other party. Developer acknowledges and agrees that the name "NEXTEL" or the name of any of Nextel's affiliates (or the registered fictitious name of such) and all marks and logos used by Nextel are service marks and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory trademarks (the collectively "Trademarks")) belonging solely to Nextel and/or its affiliates, and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest. In connection with any reference to the Trademarks, Distributor that Developer shall not in any manner represent that it has an ownership interest in use the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.
9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner same to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing its business or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.
9.4 Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. --------------------------------------------------------------------------------
9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.
9.6 Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.
9.7 Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.
9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Productsits advertising except as otherwise permitted. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan Nextel acknowledges and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of agrees that the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL"@Road" and all marks and logos used by @Road are service marks or trademarks belonging solely to @Road or its affiliates, and that Nextel shall not use the same to identify its business or use such trademarks in its advertising except as otherwise permitted. Nextel trademarks include, but are not limited to: the name "NEXTEL" or the name of any abbreviations of Nextel's affiliates (or derivations thereof the registered fictitious name of such) and all of Airspan's Trademarks marks and logos used by Nextel (whether registered or notcollectively "Nextel Trademarks"). Distributor shall Developer trademarks include, but are not take any action inconsistent with Airspan's ownership of such limited to: the @Road logo, the name @Road(SM) iLM(TM) 2000i, @Road(SM) iDT(TM) 2500, LocationSmart(TM) by @Road(SM), @Road(SM) FleetASAP(SM), MyWeb2Go(SM), and all marks and logos used by @Road (collectively "Developer Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo"). Distributor shall not adopt or use any Trademark or product name which may be confusingly similar to any Airspan Trademark. Distributor may use the Airspan logo as it appears on Airspan's letterhead.
Appears in 1 contract
Samples: Co Marketing Agreement (At Road Inc)
Trademarks and Copyrights. 9.1 Distributor acknowledges Airspan's exclusive rightAll content, titletrademarks, and interest in and to any trademarksservices marks, trade names, logos logos, and designations which Airspan may at any time have adopted, used, icons are proprietary of GUGU or registered in the its affiliates or agents and are protected by United States of America and/or other copyright laws and in international treaty provisions. Nothing contained on the Territory (the "Trademarks")Website should be construed as granting, and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said rightby implication, titleestoppels, and interest. In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.
9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.
9.4 Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. --------------------------------------------------------------------------------
9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.
9.6 Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, any license or right to use any trademark without the written permission of GUGU or such third party that may own the trademarks. Your use of the trademarks or any other content of the Website, except as provided herein, is strictly prohibited. Images displayed on the Website are either the property of, or used with permission by, GUGU. You are prohibited from using or authorizing the use of these images unless specifically permitted under this Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. By acceptance of this Agreement, Customer hereby declares that the moneys invested in Customer's account with GUGU do not originate from drug trafficking, abduction, or any other criminal activity. Customer knows, understands and agrees that, in general, XXXX does not collect tax for any authority in any form or manner. Without limiting the foregoing, it is Customer's obligation alone to make promptly available calculate and pay all taxes applicable to Airspanyou in Customer's country of residence, its Distributorsor otherwise arising as a result of Customer's trading activity from the use of the GUGU's services. Without derogating from Customer's sole and entire responsibility to perform tax payments, Customer agrees that GUGU may deduct tax, as may be required by the applicable law, but is not obligated to do so, from the results of the activity with GUGU. Customer is aware that amounts that may be withdrawn by Customer from Customer's account are "gross amounts", from which the GUGU may deduct such taxes, and attorneys all of Distributor's filesthat Customer shall have no claim towards GUGU with regard to such deductions. Customer understands, records, acknowledges and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in agrees that GUGU may amend or change this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.
9.7 Distributor agrees and undertakes that it will not Agreement at any time. GUGU will provide notice to Customer of any such amendment or change by posting the amendment or change on GUGU's website or by sending an e-mail message to Customer at least 7 days before it takes effect. Customer agrees to be bound by the terms of such amendment or change on that date. In the event that Customer objects to any such change or amendment, whether during Customer agrees to liquidate Customer’s open positions and instruct GUGU regarding the term disposition of all assets in Customer’s account within ten (10) business days after notice of the amendment or change has been posted on GUGU's website or otherwise notified Customer. No waiver or amendment of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.
9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not). Distributor shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo). Distributor shall not adopt or use any Trademark or product name which may be confusingly similar implied from any course of dealing between the parties or from any failure by GUGU or failure of GUGU's agents to assert its rights under this Agreement on any Airspan Trademarkoccasion or series of occasions. Distributor may use No oral agreements or instructions to the Airspan logo as it appears on Airspan's letterheadcontrary shall be recognized or enforceable.
Appears in 1 contract
Samples: Affiliate Agreement
Trademarks and Copyrights. 9.1 Distributor (a) Ziff Dxxxx recognizes that SCEA has made a substantial investment into the value and goodwill associated with the Trademarks licensed hereunder and acknowledges Airspan's exclusive that the Trademarks and all rights therein including the goodwill pertaining thereto, belong exclusively to SCEA, and shall take no action that disparages, dilutes or diminishes the value or goodwill of those Trademarks.
(b) Ziff Dxxxx acknowledges that the Trademarks, copyrights and other intellectual property rights of SCEA, remain those of SCEA, including the goodwill pertaining thereto, and any rights conferred herein are only for use in conjunction with the Publication or any ancillary promotional rights and vest only for that purpose and only for the Term of this Agreement. Ziff Dxxxx shall take no action that disparages, dilutes or diminishes the value or goodwill of those trademarks and copyrights. Further, Ziff Dxxxx acknowledges that SCEA owns the PlayStation logos in any font that it appears on the Publication or elsewhere, and Ziff Dxxxx shall not challenge or contest such ownership before, during and after the Term of this Agreement.
(c) SCEA acknowledges that Ziff Dxxxx’ trademarks, copyrights and other intellectual property rights in connection with the Publication, and all rights therein, including the goodwill pertaining thereto, belong exclusively to Ziff Dxxxx, and SCEA shall take no action that disparages, dilutes or diminishes the value or goodwill of those trademarks and copyrights, and SCEA shall not challenge or contest such ownership before, during or after the Term of this Agreement. Ziff Dxxxx may seek, in its own name and at its own expense, appropriate copyright protection for the Publication, excluding SCEA’s Trademarks and copyrights.
(d) SCEA shall retain all right, title, title and interest in and all SCEA Trademarks or copyrights as well as in any modifications, improvements, or derivative works made to the same by Ziff Dxxxx. Any modifications made to any trademarksSCEA trademarks or copyrights by Ziff Dxxxx shall be deemed by the parties as a “work made for hire” under the Copyright Act of 1976(17 U.S.C. §100 et. seq.) and shall become the sole property of SCEA at the time of creation and shall continue after the expiration or termination of this Agreement.
(e) The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions. To the extent that items in paragraph 16(d) are not automatically owned by SCEA as a work made for hire under applicable copyright law, trade namesZiff Dxxxx irrevocably assigns and transfers to SCEA all of Ziff Dxxxx’ rights, logos title and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the "Trademarks")interest to such intellectual property rights owned by SCEA, and will not at any time do defined as trademarks or cause copyrights. Ziff Dxxxx shall execute such further assignments or other documents as SCEA shall reasonably request to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest. In connection with any reference give full effect to the Trademarks, Distributor preceding provisions of this clause.
(f) The provisions of this Section shall survive any expiration or termination of this Agreement.
(g) Ziff Dxxxx acknowledges that its use of the Trademarks and SCEA copyrights inures to the benefit of SCEA and that Ziff Dxxxx shall not in acquire any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest rights in or to the TrademarksTrademarks or SCEA copyrights.
9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.
9.4 Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. --------------------------------------------------------------------------------
9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.
9.6 Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.
9.7 Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.
9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not). Distributor shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo). Distributor shall not adopt or use any Trademark or product name which may be confusingly similar to any Airspan Trademark. Distributor may use the Airspan logo as it appears on Airspan's letterhead.
Appears in 1 contract
Samples: Publishing License Agreement (Ziff Davis Holdings Inc)
Trademarks and Copyrights. 9.1 Distributor acknowledges Airspan's exclusive rightEach party grants the other a non-exclusive, titlenontransferable, and interest in and royalty-free license to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the "Trademarks"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest. In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.
9.2 Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
9.3 Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.
9.4 Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory. --------------------------------------------------------------------------------
9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention. Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of reproduce, distribute and display the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.
9.6 Distributor agrees to render to Airspan all assistance trademarks described herein solely in connection with (i) the advertising and promotion of the availability of the @Road Application on the Systems and Services and, (ii) the display of any matter pertaining links, as expressly permitted hereunder between the @Road web site and Southern LINC web site, provided that uses of such trademarks in advertising and promotion must be approved by the trademark owner in advance and are in compliance with the trademark owner's then-current trademark usage guidelines. Neither party shall acquire any right to goodwill, trademark, copyright, or other form of intellectual or commercial property of the other party. Each party agrees that all uses of the other party's trademarks will: (i) not alter the trademarks in any way; and (ii) use the trademarks so that each of such trademarks creates a separate and distinct impression from any other trademark that may be used by the other party. Each party agrees that all uses of the other party's trademarks, including the goodwill and reputation associated therewith, will inure to the protection benefit of the Trademarks, whether in the courts other party. At no time during or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the advertising, promotion, and sale of the Airspan Products. All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense. This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.
9.7 Distributor agrees and undertakes that it will not at any time, whether during after the term of this Agreement shall either party challenge or after its expiration assist others to challenge the other party's trademarks or terminationthe registration thereof or attempt to register any trademarks, adopt, usemarks, or register without Airspan's prior, written consent any work or symbol or combination thereof which is trade names confusingly similar to any those of the Trademarks.
9.8 In the advertising other party. @Road acknowledges and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products. Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products. Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names "Airspan Communications Ltd.", "Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. Distributor admits Airspan's exclusive ownership of agrees that the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL"Southern LINC" or the name of any of Southern LINC affiliates (or the registered fictitious name of such) and all marks and logos used by Southern LINC are service marks and trademarks belonging solely to Southern LINC and/or its affiliates, and any abbreviations that @Road shall not use the same to identify its business or derivations thereof use the trademarks in its advertising except as otherwise permitted. Southern LINC acknowledges and agrees that the name "@Road" and all of Airspan's Trademarks (whether registered marks and logos used by @Road are service marks or not). Distributor trademarks belonging solely to @Road or its affiliates, and that Southern LINC shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as use the same to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo). Distributor shall not adopt identify its business or use any Trademark or product name which may be confusingly similar to any Airspan Trademark. Distributor may use the Airspan logo such trademarks in its advertising except as it appears on Airspan's letterheadotherwise permitted.
Appears in 1 contract
Samples: Co Marketing Agreement (At Road Inc)