Subject to Partner’s compliance with the terms and conditions of this Agreement and solely in connection with marketing promotion and provision of Hosted Services, Spambrella grants to Partner a non-exclusive, non-transferable license to select either:
(1) to use the Marks; or
(2) remove the Marks from the user interface and Documentation and rebrand the Hosted Service under Partner owned marks.
In the event Partner elects to use the Spambrella Mark, any such use of a Mark by Partner must correctly attribute ownership of such Mark to Spambrella or its suppliers and licensors and must be in accordance with applicable law and Spambrella’s then current Mark usage guidelines.
Upon Spambrella’s request, Partner’s advertising, marketing or promotional materials in which a Mark is used will be submitted to Spambrella for its prior written approval, which shall not be unreasonably withheld.
In the event Partner elects not to use the Mark, Partner may not remove or obscure any Marks in the source code of the Spambrella Products.
Partner acknowledges and agrees that Spambrella owns the Marks and that any and all goodwill and other proprietary rights that are created by or that result from Partner’s use of a Mark hereunder inure solely to the benefit of Spambrella.
Partner will at no time apply to register any Mark, trade name or other designation that is confusingly similar to any Mark, regardless of whether Partner chooses not to use Spambrella Marks.
Partner shall promptly advise Spambrella of any other Mark infringing any of the Spambrella Marks.
Upon any termination or expiration of this Agreement, Partner will have no further right to use any Mark associated to Spambrella.
Ownership.
Partner acknowledges and agrees that the Spambrella Services, and all software programs embodied in the Spambrella Services, Documentation, any work product and all copyright, patent, trade secret and other proprietary rights therein and thereto shall vest at all times in and are and will remain the sole and exclusive property of Spambrella and its suppliers or licensors, as applicable.
Reserved Rights.
Spambrella reserves the right to market the Spambrella Products, directly or indirectly, to any end user or customer worldwide, including through distribution channels, including distributors, original equipment manufacturers, resellers, and dealers.
Document Translation.
Partner acknowledges that Spambrella will provide the Documentation to Partner in the English language. Partner may, with Spambrella’s prior written consent, translate such Documentation into the local language(s) within the Territory for the Hosted Services Customers. Partner may, upon approval by Spambrella, which shall not be unreasonably withheld, use a third party to perform such translations, provided that such third party is bound by non-disclosure obligations which are at least as protective of Spambrella’s rights in the Documentation as provided in this Agreement.
If Partner translates Spambrella Documentation, Partner acknowledges that Spambrella retains all right, title and interest in all such translated Documentation. In addition, at Spambrella’s request, Partner agrees to promptly provide, at no cost, to Spambrella Documentation translated pursuant to this Section 2.7 and Partner agrees to cease use of translated versions of the Documentation if in Spambrella’s reasonable judgment such translations are not accurate translations of the Documentation provided by Spambrella to Partner. Resellers may not translate, localize or internationalise Documentation.