By Marvel/Disney. Marvel and Disney hereby grant to Co-Promotion Partner the right, within the Territory(ies) during the Co- Promotion Period set forth in the Agreement, to use the titles, logos, characters’ names and likenesses, creative artwork, copyrights and trademarks from the Property (“Property Elements”), all as provided and approved by Marvel, in connection with the Co-Promotion as set forth in the Agreement. Use of characters’ names and likenesses are subject to any talent agreement restrictions. Marvel retains all rights relating to the Property and Intellectual Property (as defined below) not expressly granted to Co-Promotion Partner hereunder. For the avoidance of doubt, the Property shall not include non-Property related trailers, non-Property related commercials/promotional spots, or any ancillary materials (e.g. short subjects) preceding or following the theatrical exhibition of the Movie or on a Movie DVD, Blu-ray, or other home entertainment media. Notwithstanding the foregoing or anything to the contrary herein, none of the rights granted to Co- Promotion Partner will apply to live event activities, including without limitation theme parks/attractions, cruise ships, traveling exhibitions and/or similar activities.
By Marvel/Disney. Marvel and Disney shall indemnify, defend and hold harmless Co-Promotion Partner from and against any and all Liabilities actually suffered by Co-Promotion Partner arising out of any third party claim that the Property Elements provided by Marvel and/or Disney and used in the manner prescribed by Marvel and/or Disney infringes on the copyright of any third party. Notwithstanding the foregoing, neither Marvel nor Disney gives any warranty or indemnity with respect to any liability or expense arising from any claim that any use of Property on or in connection with Co-Promotion Materials, premiums, or Property Elements infringes any trademark right of any third party, or otherwise constitutes unfair competition.