Common use of Marks and Intellectual Property Clause in Contracts

Marks and Intellectual Property. 8.1. Merchant shall display and use the names, logos, trademarks, service marks, and other similar identifiers (the “Identifiers”) and advertising and promotional materials of the Payment Networks only in accordance with the Operating Rules and any use or display guidelines of the Payment Networks, and cease displaying and using the Identifiers and the advertising and promotional materials in accordance with the Operating Rules or at the Payment Networks’ request. Further, from time to time, Processor may provide Merchant with materials that include Processor’s Identifiers. Merchant shall only use such materials as expressly permitted by Processor in writing, and shall return to Processor such materials upon the earlier of termination of this Agreement for any reason or upon Processor’s request at any time. Merchant shall use such Identifiers only in the manner as set forth in such materials, and shall not alter, modify, relocate, remove, or individually use or display such Identifiers. From time to time, the Payment Networks or Processor may request that Merchant provide samples of its use or display of their and/or its Identifiers, which Merchant shall promptly provide in response thereto. Any goodwill associated with the use or display of any Identifier by Merchant shall inure to the benefit of such Identifier’s owner. 8.2. Merchant shall not alter, modify, or create any derivatives of any Identifier (or use any results thereof) at any time for any purpose. In addition, Merchant shall not use any Identifier in a manner that would result in the disparagement of, damage to, dilution (including quality or strength) of, tarnishment of, adverse reflection of, injury to, or otherwise adverse effect on, in any way, the Identifier, the goodwill associated with it or its use, or the reputation or goodwill of or associated with the Identifier or its owner. Merchant shall not at any time represent, directly or by implication, that its goods or services are endorsed, sponsored, or guaranteed by Processor, Bank, or any Payment Network, including by the use or display of any of its Identifiers. 8.3. Processor owns and shall continue to own, or shall own, all computer programs, know-how, confidential information, and other technology and proprietary information and materials, and intellectual property rights (including Identifiers, patents, copyrights, trade secrets, and any other intellectual or industry property or proprietary rights) in, to, or related to the Services, including any refinements, modifications, derivative works of, improvements, or enhancements of any of the foregoing (whether or not made by or at the request of the Merchant), and any of its other technology and proprietary information and materials, and intellectual property rights. Except as provided herein, this Agreement provides no other rights (including any ownership) in or to any technology and proprietary information or materials or intellectual property rights of any person or entity, including the Processor or the Payment Networks.