Microsoft Marks Clause Samples
The "Microsoft Marks" clause defines the rules and permissions regarding the use of Microsoft's trademarks, logos, and brand identifiers within the context of the agreement. Typically, this clause outlines when and how a party may display or reference Microsoft’s marks, such as in marketing materials, product packaging, or online platforms, and may require prior written approval or adherence to specific brand guidelines. Its core function is to protect Microsoft’s brand integrity and ensure that its marks are used appropriately, preventing misuse or misrepresentation that could harm Microsoft’s reputation or cause confusion.
Microsoft Marks. (i) Microsoft owns and at all times will continue to own the trademarks, service marks and/or trade names MICROSOFT, the Microsoft logo, and HOMEADVISOR (the "Microsoft Marks"). Jutvision will not take any actions inconsistent with Microsoft's ownership rights.
(ii) Subject to the restrictions set forth herein, Microsoft hereby grants Jutvision a nonexclusive, worldwide, royalty-free, fully paid up, nontransferable right to use the Microsoft Marks, during the term of this Agreement, solely in connection with promotion and marketing of the Jutvision Images and Production Services as provided in Section 2 and in accordance with Microsoft's then current usage policies with respect thereto. Jutvision's use of the Microsoft Marks will not create in Jutvision any right, title or interest therein or thereto. All use by Jutvision of the Microsoft Marks will inure to the exclusive benefit of Microsoft. At Microsoft's reasonable request and at Microsoft's sole expense, Jutvision will assist Microsoft with the protection and maintenance of the Microsoft Marks. Jutvision may only use the Microsoft Marks as expressly permitted herein. Jutvision agrees to use the Microsoft Marks in a manner commensurate with the style, appearance and quality of Microsoft's services and/or products bearing such marks.
Microsoft Marks. The parties agree that the branding of the Private Label Auction Sites shall be done according to the Specifications as set forth in Exhibit A. Microsoft hereby grants to FairMarket a worldwide, nonexclusive, non-assignable, nontransferable, royalty-free, right to use the MSN Logo (and, at Microsoft's discretion, other Microsoft Marks) solely in conjunction with the Private Label Auction Sites in the manner described herein or as otherwise specified by Microsoft to FairMarket from time to time in connection with FairMarket's sales, marketing and promotional activities of the Private Label Auction Sites. Notwithstanding the provisions of this Section 7, FairMarket agrees that it shall not pursuant to this Agreement or otherwise acquire any ownership of Microsoft Marks or of any Microsoft content provided to FairMarket for inclusion in the Private Label Auction Sites, and that all use of the Microsoft marks will inure to the benefit of Microsoft. All rights not expressly granted herein are reserved by Microsoft.
Microsoft Marks. Microsoft hereby grants to VerticalNet during the Term a non-exclusive, non-transferable (except in connection with a permitted transfer of this Agreement as a whole), personal, worldwide license to use the Microsoft trademarks, service marks and logos depicted in Exhibit B, as may be amended from time to time (the "Microsoft Marks"), solely in connection with its activities pursuant to the MDP. Such usage must be in accordance with the trademark and logo usage guidelines set forth in Exhibit C.
3.2.1. Except as provided in this Section 3.2, this Agreement does not grant VerticalNet any right, title, interest, or license in or to any of Microsoft's names, logos, trade dress, designs, or other trademarks and all uses of the Microsoft Marks will inure solely to the benefit of Microsoft.
3.2.2. VerticalNet acknowledges Microsoft's sole ownership of the Microsoft Marks worldwide and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant VerticalNet any right, title, or interest in or to the Microsoft Marks other than as specified in the limited license grant herein. VerticalNet hereby assigns to Microsoft all rights it may acquire by operation of law or otherwise in the Microsoft Marks, including all applications or registrations therefore, along with the goodwill associated therewith.
3.2.3. Microsoft has the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning any Microsoft Mark. VerticalNet agrees not to contest the validity of, by act or omi▇▇▇▇n jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in any Microsoft Mark in any country, including attempted registration of any Microsoft ▇▇▇k, or use or attempted registration of any confusingly similar mark.
3.2.4. VerticalNet agrees to maintain the q▇▇▇▇ty and performance of its products and services at a level that meets all terms of this Agreement and meets or exceeds standards of quality and performance generally accepted in the industry. VerticalNet shall fully correct and remedy any deficiencies in its use of the Microsoft Marks, upon reasonable notice from Microsoft.
Microsoft Marks. Microsoft grants to Company and its Affiliates a limited, non-exclusive, nontransferable, non-sublicensable, royalty-free license during the Term and Tail Period, in the Territory to use, reproduce, distribute and display the Microsoft Marks solely in connection with, and as described in, an applicable Schedule as contemplated and authorized by Microsoft under this Agreement. Company’s use of the Microsoft Marks will comply with Microsoft’s Guidelines, including the Microsoft Trademark Usage Guidelines in Exhibit 1, and Company will not use any Microsoft M▇▇▇ in a way that is misleading or deceptive. The form of all usage of Microsoft Marks by or under the authority of Company will be subject to Microsoft’s prior approval. Company will not take any action which may suggest or imply that Microsoft has endorsed Company or any product or service thereof, or that there is any connection or relationship between Microsoft and Company, other than as set forth herein. All uses of Microsoft Marks, and all goodwill associated therewith, inure solely to the benefit of Microsoft. Notwithstanding anything else to the contrary in this Agreement, Microsoft reserves the right to further limit this license grant to the extent that [***].
Microsoft Marks. Microsoft hereby grants to VerticalNet during the Term a non-exclusive, non-transferable (except in connection with a permitted transfer of this Agreement as a whole), personal, worldwide license to use the Microsoft trademarks, service marks and logos depicted in Exhibit D, as may be amended from time to time (the "Microsoft Marks"), solely on Storefronts, E-Commerce Centers and/or other portions of the VerticalNet Communities and on the VerticalNet.com Web Site, and otherwise in connection with promoting t▇▇ ▇▇▇▇▇▇▇' ▇▇▇pective products and services provided hereunder, accordance with the trademark and logo usage guidelines set forth in Exhibit E.
2.4.1 Except as provided in this Section 2.4, this Agreement does not grant VerticalNet any right, title, interest, or license in or to any of Microsoft's names, logos, trade dress, designs, or other trademarks and all uses of the Microsoft Marks will inure solely to the benefit of Microsoft.
2.4.2 VerticalNet acknowledges Microsoft's sole ownership of the Microsoft Marks worldwide and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant VerticalNet any right, title, or interest in or to the Microsoft Marks other than as specified in the limited license grant herein. VerticalNet hereby assigns to Microsoft all rights it may acquire by operation of law or otherwise in the Microsoft Marks, including all applications or registrations therefore, along with the goodwill associated therewith.
2.4.3 Microsoft has the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning any Microsoft Mark. VerticalNet agrees not to contest the validity of, by act or omi▇▇▇▇n jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in any Microsoft Mark in any country, including attempted registration of any Microsoft ▇▇▇k, or use or attempted registration of any confusingly similar mark.
2.4.4 VerticalNet agrees to maintain the qual▇▇▇ and performance of its services offered on or through the Storefronts, E-Commerce Centers, VerticalNet Communities and VerticalNet.com Web Site at a level that meets all terms of this Agree▇▇▇▇ ▇▇▇ ▇▇▇▇▇ or exceeds standards of quality and performance generally accepted in the industry. VerticalNet shall fully correct and remedy any deficiencies in its use of the Microsoft Marks, upon reasonable notice from Microsoft.
Microsoft Marks. Subject to Institution’s compliance with this Agreement, Microsoft hereby grants to Institution a non-exclusive, non-transferable, royalty-free, personal license to use the Microsoft IT Academy Program Institution Logo (“Logo”) and Microsoft IT Academy Program name (collectively “Microsoft Marks”) only during the Term of this Agreement, according to the branding specifications and conditions in Exhibit A and this Agreement. Institution may only use the Microsoft Marks solely in conjunction with its academic services provided in connection with the Program that meet the “Quality Standards” as defined below. Microsoft reserves all rights not expressly granted herein. Institution acknowledges Microsoft’s sole ownership of the Microsoft Marks, and all associated goodwill, and that Microsoft retains all right, title, and interest in and to the Microsoft Marks. All goodwill arising from use of the Microsoft Marks by Institution will inure to the sole benefit of Microsoft. Institution will not use the Microsoft Marks in any manner that will diminish or otherwise damage Microsoft’s goodwill in the Microsoft Marks. Institution will not adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation that violates Microsoft’s rights in the Microsoft Marks. Microsoft will have the sole right to, and in its sole discretion may control any action concerning the Microsoft Marks. Institution agrees to fully correct and remedy any deficiencies in its use of the Microsoft Marks or the quality of the services performed in connection with the Program within a reasonable time upon receipt of notice from Microsoft. Institution may use the Microsoft Marks only in the form provided by Microsoft for Program advertising and promotional activities. Institution will not alter, animate or distort the Microsoft Marks nor combine them with any other symbols, words, images or design elements. Institution will not use any of the Microsoft Marks in connection with the transmission or distribution of unsolicited commercial email or in any manner that would violate local law or custom or conflict with Microsoft policies published on ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇ or made available through the Program. Institution will not assign, transfer or sublicense its rights under this section in any manner without the prior written consent of Microsoft. Institution will immediately cease all use of the Microsoft Marks upon expiration or ter...