Common use of Operator Materials Clause in Contracts

Operator Materials. Operator retains all right, title and interest in and to any and all of Operator’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (“Operator Materials”). Operator grants to the LEA a personal, nonexclusive license to use the Operator Materials for its own non-commercial, incidental use as set forth in the Service Agreement. Operator represents that it has all intellectual property rights necessary to enter into and perform its obligations in this DPA and the Service Agreement, warrants to the District that the District will have use of any intellectual property contemplated by the Service Agreement free and clear of claims of any nature by any third Party including, without limitation, copyright or patent infringement claims, and agrees to indemnify the District for any related claims. Notwithstanding anything to the contrary in this DPA, the Agreement, or otherwise, Operator’s indemnification obligations under this §2 do not extend to (i) any content created (or modified) by the District and/or any of its users that is uploaded onto the Operator Materials; (ii) any content created (or modified) by the District and/or any of its users that is created using the Operator Materials; or (iii) any combination of the Operator Materials with a third-party software, service, features that are not expressly permitted by Operator, prior and in writing.