Common use of Intellectual Property; Content Clause in Contracts

Intellectual Property; Content. 3.1 You agree and acknowledge that the Customer Information, the Viator Marketplace, the Travel Product Information, the Travel Product Links, and all information, technology and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Viator or its licensors, and you may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement. 3.2 If a license is granted to you under a set of Service Terms, you may offer and make available for purchase all or some of the Travel Products, but must display all Travel Product Information provided by Viator with respect to any Travel Product displayed or otherwise promoted by you. You may not add to, enhance, supplement, alter, modify or amend the Travel Product Information in whole or in part without Viator's prior consent. You will promptly correct any errors or inaccuracies of which Viator notifies you. You may not systematically analyze or extract information (including guest reviews) from the Viator Marketplace and shall not copy, in whole or in part, the look and feel or content of the Viator Marketplace, except as permitted under this Agreement, or otherwise authorized by Viator in writing. 3.3 Unless otherwise stated in the Service Terms, all licenses granted to you are personal to you and you may not assign, mortgage, charge or grant any liens or other rights in or to the licensed rights or otherwise transfer or sublicense the licensed rights without the prior written consent of Viator. 3.4 You agree and acknowledge that all requests to purchase a Travel Product are subject to acceptance by Viator, in accordance with the terms and conditions specified on the Viator Marketplace. Travel Products are subject to cancellation, restrictions and penalties, which vary and are detailed in the Travel Product Information for each Travel Product. 3.5 Each party shall procure that its domain name(s) shall not contain the word of the other party’s domain name(s) (or any similar misspelling of) nor contain words relating to the other party, or to trademarks of the other party. Neither party is authorized (directly or indirectly) to purchase, acquire, use or integrate trademarked terms or keywords (including variations and misspellings) that are identical or strikingly similar to those used by the other party or affiliates, or any related internet-domain names in association with advertising through paid search entries or other forms of online-advertising on platforms of third parties. 3.6 Each party grants to the other party the right to display that party’s names, logos, marks and trademarks only for the purpose of advertising the distribution partnership as permitted hereunder, identifying the source of the Travel Product Information and the parties’ responsibility for Customer service, or for similar commercially reasonable purposes. Notwithstanding the foregoing, you will submit to us all proposed uses of our names, logos, marks and/or trademarks, and will not publish or otherwise engage in any use the same without our prior written consent. 3.7 You acknowledge and agree that Viator’s and its affiliated websites may implement mechanisms that allow Customers to rate and provide feedback, reviews and commentary regarding the Travel Products, and agree that all such ratings, feedback, reviews and commentary are (as between the parties) owned by Viator.

Intellectual Property; Content. 3.1 You agree and acknowledge that the Customer Information, the Viator Marketplace, the Travel Product Information, the Travel Product Links, and all information, technology and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Viator or its licensors, and you may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement. 3.2 If a license is granted to you under a set of Service Terms, you may offer and make available for purchase all or some of the Travel Products, but must display all Travel Product Information provided by Viator with respect to any Travel Product displayed or otherwise promoted by you. You may not add to, enhance, supplement, alter, modify or amend the Travel Product Information in whole or in part without Viator's prior consent. You will promptly correct any errors or inaccuracies of which Viator notifies you. You may not systematically analyze or extract information (including guest reviews) from the Viator Marketplace and shall not copy, in whole or in part, the look and feel or content of the Viator Marketplace, except as permitted under this Agreement, or otherwise authorized by Viator in writing. 3.3 Unless otherwise stated in the Service Terms, all licenses granted to you are personal to you and you may not assign, mortgage, charge or grant any liens or other rights in or to the licensed rights or otherwise transfer or sublicense the licensed rights without the prior written consent of Viator. 3.4 You agree and acknowledge that all requests to purchase a Travel Product are subject to acceptance by Viator, in accordance with the terms and conditions specified on the Viator Marketplace. Travel Products are subject to cancellation, restrictions and penalties, which vary and are detailed in the Travel Product Information for each Travel Product. 3.5 Each party shall procure that its domain name(s) shall not contain the word of the other party’s domain name(s) (or any similar misspelling of) nor contain words relating to the other party, or to trademarks of the other party. Neither party is authorized (directly or indirectly) to purchase, acquire, use or integrate trademarked terms or keywords (including variations and misspellings) that are identical or strikingly similar to those used by the other party or affiliates, or any related internet-domain names in association with advertising through paid search entries or other forms of online-advertising on platforms of third parties. 3.6 Each party grants to the other party the right to display that party’s names, logos, marks and trademarks only for the purpose of advertising the distribution partnership as permitted hereunder, identifying the source of the Travel Product Information and the parties’ responsibility for Customer service, or for similar commercially reasonable purposes. Notwithstanding the foregoing, you will submit to us all proposed uses of our names, logos, marks and/or trademarks, and will not publish or otherwise engage in any use the same without our prior written consent. 3.7 You acknowledge and agree that Viator’s and its affiliated websites may implement mechanisms that allow Customers to rate and provide feedback, reviews and commentary commentary 3.8 You shall enact and display on all Partner Sites at all times during the Term a notice and takedown procedure (“NTP”). Your NTP must require that a notification of claimed infringement be a written communication provided to (a) your designated agent (referred to further in Section 3.9), to the extent that any Partner Site is hosted in the US, and/or to (b) you directly, to the extent that any Partner Site is hosted outside the US. Your NTP must also require that such written communication contains all of the minimum requirements set out in applicable law (including but not limited to the Digital Millennium Copyright Act of 1998 (“DMCA”), and the Electronic Commerce Directive 2000, as implemented). 3.9 In respect of any Partner Site hosted in the US, you shall: (a) designate an agent for service of copyright claims (i) on such Partner Site(s) and (ii) in an online filing with U.S. Copyright Office; and (b) write, adopt, and post on each such Partner Site a “repeat infringer policy”, in accordance with the requirements of the DMCA. 3.10 If at any time you receive a legal complaint regarding a picture or text that has been provided by Viator, you shall immediately (a) notify Viator of the existence and detail of such complaint by e- mail to ▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and (b) promptly provide all relevant information and assistance regarding the Travel Products, and agree that all such ratings, feedback, reviews and commentary are (claim to Viator as between the parties) owned by Viatormay be requested.