Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.
b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.
c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers.
d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.
Ownership and Rights. All Confidential Information disclosed or transferred by the Disclosing Party to the Recipient shall remain the property of the Disclosing Party. Nothing in this Agreement shall be construed, by implication or otherwise, as a grant by the Disclosing Party to the Recipient of (i) a license or any other right to make, use or sell any product using the Confidential Information; (ii) any patent, patent application, utility model, copyright, mask work right, or any other industrial or intellectual property right covering same; (iii) a right to use in advertising, publicity or otherwise, any trademark or trade name of the Disclosing Party; or (iv) an authorization to act as an agent on behalf of the Disclosing Party for any purpose.
Ownership and Rights. Purchaser agrees not to challenge the ownership or validity of the Licensed Marks. Purchaser shall not disparage, dilute or adversely affect the validity of the Licensed Marks. Purchaser’s use of the Licensed Marks shall inure exclusively to the benefit of Seller and Purchaser shall not acquire or assert any rights therein. Purchaser recognizes the value of the goodwill associated with the Licensed Marks, and that the Licensed Marks may have acquired secondary meaning in the minds of the public.
Ownership and Rights. Xxxx owns all right, title and interest (including, without limitation, copyright rights) in and to all material and other content that is furnished or produced by Gray hereunder. Advertiser will not reproduce, use, or authorize any reproduction or use of any such material without Xxxx’x prior written consent. Xxxx owns all right, title and interest in and to any user or usage data or information collected via or related to any of the Projects or Xxxx’x websites. Advertiser has no rights to any such information by virtue of this Agreement. In providing Materials to Gray for broadcast, Advertiser irrevocably grants Gray a non-exclusive, royalty- free license to use, distribute, and sublicense such Materials on the station(s), websites, or other platforms owned and/or operated by Xxxx, as selected by Advertiser, including the right to authorize the distribution of broadcast signals by MVPDs on a simultaneous and non-simultaneous, on-demand basis and for Gray to stream Materials over the Internet and via mobile apps and technology now known or hereinafter developed. Advertiser represents and warrants that it controls all necessary reproduction, performance and synchronization rights to the Materials and represents that Xxxx’x use of the Materials does not violate any third party’s rights.
Ownership and Rights. (i) The Company is the registered legal and beneficial owner of the Intellectual Property set out in Schedule 4 free from all Encumbrances. All Intellectual Property exploited or used by the Company is in the absolute beneficial ownership of the Company and the Company does not own, use, exploit or have any other interest in any Intellectual Property which has not been disclosed to the Purchaser. In particular but without prejudice to the generality of the foregoing, none of the Intellectual Property disclosed is jointly owned by the Company and a third party.
(ii) To the best of the knowledge and belief of the Vendor, the business of the Company does not infringe upon any patent, copyright, trademark or any other Intellectual Property rights of any third party.
Ownership and Rights. 8.1 ISI shall maintain ownership of all intellectual property rights associated with the ISI Service and the Municipality is only entitled to the data concerning the Election generated by the ISI Service and the Municipality shall have no other rights in or further use of the ISI Service.
Ownership and Rights. Each item of material Intellectual Property owned by the Company or its Subsidiaries is, and following the Closing, will be, owned by the Company or its relevant Subsidiary, as applicable, on substantially identical terms and conditions as it was immediately prior to the Closing without restriction and without payment of any kind to any third party (other than amounts that would have been payable by the Company even if the Transactions did not occur). The Company or a Subsidiary thereof is the owner of all right, title and interest in, to and under their material proprietary Intellectual Property, free and clear of any Liens (except Permitted Liens).
Ownership and Rights. To the extent not contrary to applicable law, the parties agree not to challenge the ownership or validity of the Licensed Know-How. The receiving party's use of the Licensed Know-How is by license only and it shall not acquire or assert any rights of ownership therein.
Ownership and Rights a. Vendor recognizes that aspects of the Program provided by Client to Vendor may be copyrighted, patented, or trademarked by Client and considered proprietary intellectual property of Client, including, but not limited to, Client’s trade dress, text, logos and other materials, or other related or similar rights, including, without limitation, the ViSalus tradename, trademarks, and logos, and the Vi-Net tradename, trademarks, logos, and website content (“Client Materials”), which shall remain the property of Client to the fullest extent possible. Client hereby grants to Vendor a non-exclusive, non-transferable license to use all such protected and proprietary Client Materials solely for the purpose of performing its duties under this Agreement.
b. Vendor owns and retains all ownership and proprietary rights relating to its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, etc., (collectively “Vendor Materials”). This Agreement does not transfer, sell, assign, or entitle Client to any of Vendor’s source codes, programming documentation, or trade secrets except as provided in the termination clause and/or Service Level Agreement attached hereto as Exhibit C. During the term of this Agreement, Vendor grants to Client, its successors and assignees, a non-exclusive license to use Vendor Materials in connection with the use and maintenance of the Client’s Program and Subscriber websites, consistent with the terms of this Agreement.
c. Vendor will not provide, sell or license any Client Materials, including website content, to any third party without Client’s written authorization. Client retains full and exclusive ownership of all Client’s content.
Ownership and Rights. Licensee admits the validity of, and -------------------- agrees not to challenge the ownership or validity of the Licensed Marks. Licensee acknowledges that it will not obtain any ownership interest in the Licensed Marks or any other right or entitlement to continued use of them, regardless of how long this Agreement remains in effect and regardless of any reason or lack of reason for the termination thereof by Licensor; provided that by making this acknowledgment Licensee is not waiving, and does not intend to waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. Licensee shall not disparage, dilute or adversely affect the validity of the Licensed Marks. Licensee agrees that any and all good will and other rights that may be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor, except a security interest granted to the Lenders in accordance with the terms of the Credit Agreement. Licensee will not grant or attempt to grant a security interest in the Licensed Marks or this Agreement, or to record any such security interest in the United States Patent and Trademark Office or elsewhere, against any trademark application or registration belonging to Licensor. Licensee agrees to execute all documents reasonably requested by Licensor to effect registration of, maintenance and renewal of the Licensed Marks. For purposes of this Agreement, Licensee shall be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. (S) 1051 et seq.
