Incredimail 2013 Annual Report Download - page 189

EXECUTION VERSION
4.7 Expenses . Except for the payments specified in this Section 4 and unless otherwise agreed by the Parties in writing, each
Party shall be responsible for its own costs and expenses in connection with the delivery and receipt of Services under this Agreement and
neither Party shall be responsible for any other charges or fees in connection therewith.
5. LICENSES; INTELLECTUAL PROPERTY
5.1 Ownership .
5.1.1 Microsoft Rights . Microsoft grants to Conduit and the [***] limited, nonexclusive and [***]
license during the Term, under all of its Intellectual Property Rights, to access, use and display the Services in the Territory solely to
the extent permitted hereunder. The foregoing license is intended to permit Conduit to implement any code necessary to enable the Sources or
Results Pages (e.g.,[***] ). Except to the limited extent expressly
provided in this Agreement, Microsoft does not grant, and Conduit and the Conduit Publishers shall not acquire, any right, title or interest
(including, without limitation, any implied license) in or to any Microsoft Intellectual Property Rights; and all rights not expressly granted herein
are reserved to Microsoft. Except as expressly set forth in Section 5.2.2 of this Agreement, Microsoft reserves all right, title and interest in and to
all of Microsoft’s Intellectual Property Rights.
5.1.2 Conduit Rights . Except as expressly set forth in Sections 5.2.3 and 5.3 of this Agreement, Conduit, the [***]
, and each of their respective licensors and other applicable third-party providers reserve all of their Intellectual Property Rights in and to the
Properties and the content therein. Microsoft shall not acquire, any right, title or interest (including, without limitation, any implied license) in or
to any Conduit Intellectual Property Rights. Conduit reserves all right, title and interest in and to all of Conduit’s Intellectual Property Rights.
5.2 Brand Features .
5.2.1 Brand Features . Each Party shall own all right, title and interest, including without limitation all Intellectual
Property Rights, in and to its own Brand Features. Except to the limited extent expressly provided in this Agreement, neither Party grants, and
the other Party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the
first Party; and all rights not expressly granted herein are deemed withheld. All use by Conduit of Microsoft Brand Features under this
Agreement (including any goodwill associated therewith) shall inure to the benefit of Microsoft. All use by Microsoft of Conduit Brand Features
under this Agreement (including any goodwill associated therewith) shall inure to the benefit of their respective owners.
CONFIDENTIAL
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