LICENSES; OWNERSHIP Clause Samples

LICENSES; OWNERSHIP. 6.1 As between Dealer and TMS/USA, Dealer shall be the sole and exclusive owner of all right, title and interest in and to the Dealer Data, including all Intellectual Property Rights therein. Dealer grants to TMS/USA a non-exclusive, irrevocable, royalty-free, fully-paid, non-transferable (with the right to sublicense), perpetual license to access, use, display, download, distribute and create derivative works of the Dealer Data. 6.2 As between Dealer and TMS/USA, TMS/USA shall be the sole and exclusive owner of all right, title and interest in and to the TMS/USA Data and Marketing Materials, including all Intellectual Property Rights therein. TMS/USA grants to Dealer a non-exclusive, royalty-free, fully-paid, non-sub-licensable, non- transferable license to access, use, display, download and distribute TMS/USA Data and Marketing Materials during the Term solely for the purposes and solely to access and use the Services in accordance with the terms and conditions set forth herein. Dealer shall not, nor shall it permit others to: (i) use the Services or TMS/USA Data or Marketing Materials for purposes other than those set forth herein; (ii) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Services, or any portion therein; (iii) tamper or interfere with the Services or TMS/USA Data or Marketing Materials, or any portion therein;
View SourceView Similar (6)
LICENSES; OWNERSHIP. (a) Each Party hereby grants to the other Party a limited, non-exclusive, worldwide, royalty-free, nontransferable license, without the right to sublicense (except to a member of the M▇▇▇▇▇▇▇ Group or a Sub-Contractor who is providing Services on Meredith’s behalf, solely to the extent necessary for such member of the M▇▇▇▇▇▇▇ Group or Sub-Contractor to provide the Services), for the Term of this Agreement, to use the applicable Intellectual Property Rights (including, with respect to Service Recipient, Service Recipient Content, Service Recipient Trademarks and Consumer Data) solely to the extent necessary for the other Party to perform its obligations or receive the Services provided hereunder, as applicable. Meredith shall have the right to integrate the Consumer Data into its central consumer database and data management platform, and to use such Consumer Data in a similar manner in which it uses its other consumer data. (b) Subject to the terms and conditions of this Agreement, to the extent the Services include the use of any Meredith software (the “Software”), Meredith grants to Service Recipient a non-exclusive, non-transferable, non-sublicensable license during the Term, solely for Service Recipient’s internal business purposes to access, use, perform, and digitally display the Software as required for use of the Services. As between Meredith and Service Recipient, the Meredith Software is the exclusive property of Meredith and its suppliers. Service Recipient agrees that, except to the extent permitted by this Agreement, the Purchase Agreement or any of the other Ancillary Documents, it will not, and will not permit any user or other party to: (a) permit any party to access the Software or use the Services, other than Service Recipient users authorized under this Agreement; (b) modify, adapt, alter or translate the Software, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software; (e) use or copy the Software except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Software to any individual, except as expressly allowed herein. Except as expressly set forth herein in the Purchase Agreement or in any of the other ...
View SourceView Similar (2)
LICENSES; OWNERSHIP 
View SourceView Similar (6)

Related to LICENSES; OWNERSHIP

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.