Terms & Conditions
Ownership and intellectual property rights clause
“For the purposes of this Agreement, “Intellectual Property Rights” means patent, copyright, rights in software, database rights, trademark and trade secret laws, applications for registration, and the right to apply for registration, for any of the above rights and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
The Products and Documentation are proprietary to Guru Training Systems SA and protected by applicable Intellectual Property Rights. Guru Training Systems SA shall retain title to the Products and Documentation and all Intellectual Property Rights (and any other rights) embodied therein.
All proprietary notices incorporated in or affixed to any Products or Documentation shall be duplicated by the other Party on all authorized copies of Guru Training Systems SA Products or Documentation, as applicable, and shall not be altered, removed or obliterated. Guru Training Systems SA pre-existing Intellectual Property Rights is the exclusive property of Guru Training Systems SA and may not be reproduced or used, in any way, by the other Party for any purpose other than the performance of this Agreement. Guru Training Systems SA Intellectual Property Rights may not, in any circumstances, be shared, transmitted or in any way communicated to third parties, unless required for the performance of this Agreement, required by law or with the prior written approval of Guru Training Systems SA.
Guru Training Systems SA grants to the other Party a non-exclusive, royalty-free and irrevocable license to use Guru Training Systems SA Intellectual Property Rights to the extent necessary for the performance of this Agreement.The other Party shall comply with all reasonable directions made by Guru Training Systems SA relating to such use. This license is granted to the other Party for the period during which the Services are provided. All Intellectual Property Rights in the Application (to the exclusion of Intellectual Property in Products, Derivative Works and Background Materials) and in particular all Intellectual Property Rights in source code, graphics, animation, music, game play elements, audio and visual assets and displays developed by the other Party for Guru Training Systems SA shall belong exclusively to Guru Training Systems SA, as from the date of their coming into existence. Where applicable, this implies the definite, irrevocable and exclusive transfer and assignment of the rights to reproduce, translate, adapt, modify, distribute, rent, lend, make available the Application to the public, partially or completely, in each and any way, whether private or public, for external use, for commercial purposes, in an original or in an adapted version.
The transfer and assignment of rights is valid, for each way of exploitation, for all countries, in the most extensive way possible as permitted by law, for the duration of the Intellectual Property Rights. All Intellectual Property Rights held or belonging to Guru Training Systems SA, including but not limited to Intellectual Property Rights in distinguishing signs, including trade names or domain name, or in Products and marketing materials, future Products development based upon or in relation to Products and derivative works thereof (“Derivative Works”) and all engines, software development tools, utilities, subroutines, scripting languages and methodologies independently developed by Guru Training Systems SA, namely in the context of this Agreement (“Background Materials”), shall belong exclusively and remain with Guru Training Systems SA, as from the date of their coming into existence.
Any use by the other Party of any such trade name or trademark, domain name, word, logo, sign, invention or other intellectual property rights related to the engines, software development tools, utilities, subroutines, scripting languages and methodologies independently developed by Guru Training Systems SA, whether in connection with the context of this Agreement or otherwise, requires the prior consent of Guru Training Systems SA. The other Party shall promptly notify Guru Training Systems SA of any infringement of Guru Training Systems SA Intellectual Property Rights which may come to the other Party’s attention and to cooperate in the prosecution of such infringements in all reasonable respects as requested by Guru Training Systems SA.
The other Party shall not take any action with regard to such acts without the prior consent of Guru Training Systems SA and shall cooperate in the prosecution of such infringements in all reasonable respects as requested by Guru Training Systems SA.