CONTENT; INTELLECTUAL PROPERTY RIGHTS Sample Clauses

CONTENT; INTELLECTUAL PROPERTY RIGHTS. G.1. The Ad Network shall provide VRTCAL with Content to be displayed according to the Bid Request. The Ad Network shall have sole liability for all the materials it provides, and it hereby waives any claim it has, or will have, towards VRTCAL in relation with any of its materials with respect to VRTCAL. The Ad Network shall be responsible for quality assurance (QA) testing the Content at its own expense. G.2. The Ad Network represents and warrants that, to the best of Ad Network’s knowledge, its Content displayed with the RTB, shall: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) not breach, violate or misappropriate and have not breached, violated or misappropriated any duty toward or rights of any third party, person or entity, including, without limitation, intellectual property rights, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) not contain materials, graphic or other, that is obscene, defamatory, libelous, offensive, slanderous, hate-related or related to nudity or pornography ; (d) not contain any malwares, viruses, malicious or offensive programs; and (e) not be false, deceptive, misleading, defamatory, libelous, or threatening. G.3. Except as expressly set forth herein, all rights, title and interest of either Party in its respective products, services, and intellectual property shall be retained by such party and nothing in the license to Ad Networks granted above to be considered as a waiver of either party of any of its intellectual property rights. Except as expressly set forth herein, neither Party is granted any right or interest or license of the other Party's intellectual property, know-how, trademarks, marks or trade names of the other party. G.4. Ad Network agrees that, as between the parties, VRTCAL owns and retains all right, title and interest in and to the RTB Service, all software, databases and other aspects and technologies in connection with the RTB Service, any enhancements, modifications or derivative works made by VRTCAL thereto, any materials made accessible to Ad Network by VRTCAL through the RTB Service or otherwise, and all intellectual property rights in and to all of the foregoing. VRTCAL agrees that, as between the parties, Ad Network owns and retains all rights and ownership. G.5. VRTCAL shall have the right to use all data derived from Bids received from Ad Network. Notwithstanding anything to the cont...
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CONTENT; INTELLECTUAL PROPERTY RIGHTS. Company is not a publisher of third party content that Customer may from time to time access through the Web.
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CONTENT; INTELLECTUAL PROPERTY RIGHTS. The content of the Programs will be authored and provided by Cboe as Client’s subcontracted service provider and co-branded with Client (“The Program Content”). The parties acknowledge and agree that Cboe shall have sole and exclusive ownership of and right, title, and interest in the intellectual property Cboe includes in The Program Content and all intellectual property rights thereto. Except as expressly granted in this Agreement, under no circumstances will anything in this Agreement be construed as granting either party, by implication, estoppel or otherwise, a license to any of the other party's intellectual property. Unless otherwise agreed in writing by the parties in advance of any class or Program, recordings of any kind (including photography, audio, and audiovisual) during any class or Program by Client and/or any Participant are strictly prohibited. Absent any such written agreement between the parties providing otherwise, Client shall ensure Participants comply with this provision. Violation of this provision shall be considered a material breach of this Agreement, and any efforts by Client to cure such breach under Section 9(c) below shall include destruction of any such recording and verification that it has not been copied or distributed in any manner.
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CONTENT; INTELLECTUAL PROPERTY RIGHTS 
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Related to CONTENT; INTELLECTUAL PROPERTY RIGHTS

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Patents and Intellectual Property Rights Recipients are subject to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.