Common use of License to Use Marks Clause in Contracts

License to Use Marks. 2.1 We hereby grant you a non-exclusive, revocable, non-transferable and non-sublicensable sublicense, for the term provided under the Contract (the price for such sublicense being included in the Fee to be paid to You for providing services to Us under the Contract), to use any Marks solely for the display of the Banners and Text Links on Your sites, within the limits imposed by this specific purpose and in accordance with the express instructions and indications provided by Us in this respect. You are not allowed to alter, modify or change in any way the Marks. 2.2 This sublicense cannot be further sub-licensed, assigned or otherwise transferred by You unless prior approved in writing by Us. Your right to use the Marks is limited to and arises only out of the sublicense herein granted and only for the scope of the Contract and these Terms and Conditions. We have the right to terminate this sublicense at any time by written notice to You. This sublicense will be terminated automatically upon the termination of the Contract for any reason. pg. 5 2.3 You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Marks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites’ rights (as an owner or licensee) in or to the Marks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. 2.4 You undertake to take all necessary measures to ensure that the use of the Marks is carried out in full compliance with the purpose set out under the Contract and as set forth by these Terms and Conditions and in strict observance of the limited time period for which such use is permitted. 2.5 You undertake to exclusively and irrevocably assign to Us all intellectual property rights (as defined in the Contract), including, without limitation, the right of reproduction, distribution, licensing, lending, public communication, broadcasting, cable retransmission and creation of derivative works, on any and all Marks, Banners, Text Links or any other materials and information produced by You in connection with the activity carried out in the Affiliate Program, for all territories worldwide, for the entire duration of the protection of such rights, for all modalities of use and exploitation (which exist now and will exist in the future) in return for the price set out in the Contract. 2.6 You shall not register or attempt to register any logo, trademark, trade name, design, domain name or similar identifying material that contains, are identical or confusingly similar to or are comprised of any Marks. 2.7 In the event of an infringement throughout the usage of the Marks, You shall be liable for damages ensuing therefrom, and We reserve the right to take any action and subsequent remedy, pertaining to Us, at law.

License to Use Marks. 2.1 We hereby grant you a non-exclusive(a) During the Term of this Agreement, revocable, non-transferable FUSA shall have the right and non-sublicensable sublicense, for the term provided under the Contract (the price for such sublicense being included in the Fee to be paid to You for providing services to Us under the Contract), to use any Marks solely for the display of the Banners and Text Links on Your sites, within the limits imposed by this specific purpose and in accordance with the express instructions and indications provided by Us in this respect. You are not allowed to alter, modify or change in any way the Marks. 2.2 This sublicense cannot be further sub-licensed, assigned or otherwise transferred by You unless prior approved in writing by Us. Your right license to use the Marks is limited to names, trademarks, service marks, copyrights and arises only out logos of the sublicense herein granted Company (the "Company Marks") set forth in Exhibit "C" , subject to the terms and only conditions of this Section 2(a). Such Company Marks may be used by FUSA solely in connection with the Company's displaying of Impressions as part of an Ad Bundle to Company Subscribers under the Program and on merchandise used to encourage individuals to apply for the scope of the Contract and these Terms and Conditionsor use Products ("Premiums"). We have the right to terminate this sublicense The Company may at any time modify such Company Marks, in its sole discretion. Such right and license is restricted to use pursuant to the terms of this Agreement in connection with the products and services described herein and shall not apply or extend to any other product or service offered by written notice FUSA. Any use of the Company Marks shall require the express approval of the Company, which approval shall not be unreasonably withheld or delayed. Subject to Youthe foregoing, the Parties agree that once FUSA has obtained approval for a specific ----------------------------------- [***] Confidential treatment has been requested for this portion pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended. This sublicense use of the Marks that FUSA will not be terminated automatically obligated to obtain secondary approval for the same use. (b) Notwithstanding the foregoing, each of the Parties hereto is and shall remain the owner of all rights in and to its name and logos, domain name(s), and any other identifiers of such Party, as the same now exist or as they may hereafter be modified, including all rights in and to any copyright, trademark, service ▇▇▇▇ and/or like rights pertaining thereto. Any and all rights to Company Marks not herein specifically licensed to FUSA are reserved to Company. Upon the termination of this Agreement, all rights conveyed by Company to FUSA with respect to the use of Company Marks shall cease, and all such rights shall revert to Company. Nothing contained herein shall require FUSA to cancel any Account or to terminate any cards or Products issued in connection with this Agreement, provided that FUSA's rights to issue, or re-issue, new or replacement cards or other Products that bear any Company Marks shall terminate upon the termination of the Contract for any reason. pg. 5 2.3 You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Marks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites’ rights (as an owner or licensee) in or to the Marks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwillthis Agreement. 2.4 You undertake to take all necessary measures to ensure that the use of the Marks is carried out in full compliance with the purpose set out under the Contract and as set forth by these Terms and Conditions and in strict observance of the limited time period for which such use is permitted. 2.5 You undertake to exclusively and irrevocably assign to Us all intellectual property rights (as defined in the Contract), including, without limitation, the right of reproduction, distribution, licensing, lending, public communication, broadcasting, cable retransmission and creation of derivative works, on any and all Marks, Banners, Text Links or any other materials and information produced by You in connection with the activity carried out in the Affiliate Program, for all territories worldwide, for the entire duration of the protection of such rights, for all modalities of use and exploitation (which exist now and will exist in the future) in return for the price set out in the Contract. 2.6 You shall not register or attempt to register any logo, trademark, trade name, design, domain name or similar identifying material that contains, are identical or confusingly similar to or are comprised of any Marks. 2.7 In the event of an infringement throughout the usage of the Marks, You shall be liable for damages ensuing therefrom, and We reserve the right to take any action and subsequent remedy, pertaining to Us, at law.