License Exclusions. Licensee agrees and acknowledges that: ------------------ (a) Reservation of Rights. Taken together, Articles 2.1-2.4 grant to --------------------- Licensee the exclusive right to use the Marks, Names, TSA Content and TSA Buying Power to conduct the "E-Commerce Business," which shall mean the business of creating, developing, operating, maintaining, advertising and promoting the TSA Site (as further described in the ECA). Notwithstanding the foregoing, Licensor reserves to itself, its Affiliate, Subsidiary and Related companies, and their respective agents, distributors, representatives, licensees, franchisees, customers, successors and assigns (now or hereafter existing), all rights to use (and the right to license or otherwise authorize others to use) the Marks, Names, TSA Buying Power and TSA Content for any and all purposes not inconsistent with Licensee's rights as provided in Articles 2.1-2.4 hereof, including without limitation, the right to use and exploit the Marks, Names, TSA Buying Power and TSA Content throughout the universe, including in the Territory: (i) to manufacture, source, market, sell, furnish, advertise and promote goods and services offered at or in connection with the TSA Stores, including from kiosks or other externally networked devices located within TSA Stores; (ii) to manufacture, source, market, sell, furnish, advertise and promote goods and services offered by means of mail order catalogs furnished to consumers, vendors, employees and others by mail, or distributed within TSA Stores; (iii) to print, source, market, sell, furnish, advertise and promote TSA Gift Certificates directly or indirectly, whether from TSA Stores, by mail order, over the Internet, an intranet or extranet (except from an Internet site owned or operated by Licensor directed at consumers, as opposed to Licensor's employees or other businesses), or otherwise; (iv) to create, develop, operate and/or maintain, directly or indirectly through any third party, any Internet site primarily devoted to business-to-business transactions, or primarily devoted to the provision of information and not otherwise directed at the purchase of sporting goods, athletic apparel, athletic footwear or related goods and services; (v) to advertise and promote the TSA Stores and Licensor's goods and services, and to display the Marks, on the Internet on sites other than the TSA Site, provided that such advertisements, promotions or displays shall attempt to direct all individual consumers (as opposed to businesses or organizations) wishing to make purchases from Licensor on the Internet to the TSA Site; and (vi) to manufacture, source, market, sell, furnish, advertise and promote goods and services offered by means of home shopping audio or video programs or successor technologies (not on the Internet).
Appears in 2 contracts
Sources: License Agreement (Global Sports Inc), License Agreement (Global Sports Inc)