Incredimail 2013 Annual Report Download - page 190

EXECUTION VERSION
5.2.2 License to Microsoft Brand Features . Subject to the terms and conditions of this Agreement, Microsoft grants to
Conduit a limited, nonexclusive and non-sublicensable (except as provided herein) license during the Term to display those Microsoft Brand
Features expressly authorized by Microsoft, which will include the “Microsoft” and “bing” word marks and logos, examples of which are set
forth in Exhibit E, and such other Brand Features as Microsoft may authorize during the Term, solely to promote the availability of the Services
on all Properties (e.g., using “powered by Microsoft” on Conduit’s Web site or toolbar) and Sources (e.g., including the bing logo in a search
box), other than Sources on Properties excluded under Section 2.1.3. In its use of any Microsoft Brand Feature, Conduit agrees to adhere to
Microsoft’s standard, generally applicable brand treatment guidelines for use of Microsoft’s Brand Features as such guidelines may be updated
in writing by Microsoft from time to time (in which event, Conduit shall have a reasonable time to comply with such updated guidelines
following notice thereof). The current version of such guidelines as of the Effective Date are attached hereto as Exhibit F.
5.2.3 License to Conduit Brand Features . Subject to the terms and conditions of this Agreement, Conduit grants to
Microsoft a limited, nonexclusive and non-sublicensable license during the Term to display those Conduit Brand Features expressly authorized
by Conduit on the Results Pages and in connection with the promotion of the availability of the Services. In its use of any Conduit Brand
Feature, Microsoft agrees to adhere to Conduit’s brand treatment guidelines for use of Conduit’s Brand Features, as such guidelines may be
provided by Conduit to Microsoft from time to time.
5.3 License to [***] Conduit grants to Microsoft a limited, nonexclusive and non- sublicensable license in the Territory to
display the content and applications included by Conduit in the Conduit Layer to End Users during the Term.
5.4 No Implied Licenses . Nothing in this Agreement or the performance thereof, or that might otherwise be implied by Law,
will operate to grant a Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party hereto,
other than the rights and licenses expressly granted in this Agreement. Nothing in this Agreement will operate to prohibit either Party from
licensing its Intellectual Property Rights or technology to any third party. Each Party expressly reserves all Intellectual Property Rights not
expressly granted hereunder.
5.5 No Joint Ownership . Neither Party acquires nor will acquire any right to joint ownership of any Intellectual Property Rights
by virtue of this Agreement.
6. CONFIDENTIALITY
6.1 Confidentiality . Each Party (together with each Affiliate receiving Confidential Information, a “Receiving Party”)
understands that the other Party (together with each Affiliate disclosing Confidential Information, a “Disclosing Party”) may disclose to the
Receiving Party, or the Receiving Party may otherwise acquire or have access to in the course of its performance under this Agreement,
information and materials of a confidential nature including, without limitation, product information, data, pricing, business plans and strategies,
employee lists, sales prospect lists, advertiser and partner information, contractual agreements, financial information, End User information,
software, specifications, research and development and proprietary algorithms or other information and materials that are (a) clearly and
conspicuously marked as “confidential” or with a similar designation; (b) identified by the Disclosing Party as confidential and/or proprietary
before, during, or promptly after presentation or communication; or (c) disclosed to (or otherwise acquired by) Receiving Party in a manner in
which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances or
from the nature of the information or data disclosed, that the information or materials should be treated as confidential, whether or not the
specific designation “confidential” or any similar designation is used (“Confidential Information”).
CONFIDENTIAL
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