Last Updated: Tuesday, August 23, 2022
2. License Grant, Sublicensing, and Reserved Rights.
(a) MSK will own and retain all right, title, and interest in and to (i) the MSK Brand and all elements thereof; (ii) the content of the MSK Brand Portal, including the Brand Guidelines; (iii) any improvements, enhancements, translations, or derivative works of or modifications to any of the foregoing; and (iv) any intellectual property rights related to any of the foregoing. All prosecution and maintenance of intellectual property rights in any of the foregoing will be at MSK’s sole discretion.
(b) The rights and licenses granted by MSK to You relating to the MSK Brand are limited to those specifically set forth in Section 2.1 and any applicable License Agreement. You will not use the content of the MSK Brand Portal, particularly any MSK Brand elements or Brand Guidelines, outside of the scope expressly licensed hereunder.
(c) Except to the extent expressly permitted by MSK or authorized under any applicable License Agreement, You will not, directly or indirectly, do any of the following with respect to the content of the MSK Brand Portal, including any MSK Brand elements or Brand Guidelines: (i) register or apply for registration of the same, or any similar variation thereof, anywhere in the world; (ii) register a domain name that contains the same, or any similar variation thereof; (iii) use the same, a portion of the same, or any similar variation thereof; (iv) oppose any application therefor or petition to cancel an existing registration thereof; (v) modify, translate, or create derivative works based thereon; (vi) remove any proprietary notices or labels therefrom; (vii) grant an encumbrance of any of Licensee’s rights under any applicable License Agreement (including without limitation a security interest); or (viii) fail to comply with applicable laws.
(d) All use of any MSK Brand elements by You will be for the benefit of MSK, and any goodwill accrued to You or a third party you represent arising from Your use of any MSK Brand elements will accrue to MSK, which goodwill You hereby assign to MSK on behalf of You and/or the third party.
(e) MSK reserves the right to use and/or license other third parties to use the content of the MSK Brand Portal, including any MSK Brand elements, for any purpose.
(f) All rights not specifically granted to You relating to the MSK Brand, the MSK Brand Portal, and any content included or referenced therein, or linked therefrom are reserved.
3. Operations Under the License.
3.1 Account Information and Password. To access or use the MSK Brand Portal, You may be required to register an account and/or provide MSK with certain information about You. You agree, represent, and warrant that such information is accurate and complete. The MSK Brand Portal and/or account will be accessible by means of a password. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur through the authorized or unauthorized use of the password and/or account. You agree to immediately notify MSK if you become aware of any unauthorized use of the password and/or account or any other breach of security.
3.2 Access and Availability. Your right to access and make use of the MSK Brand Portal is governed by this Agreement. You are responsible for the Internet connection between Your computer and the hardware and software required to access the MSK Brand Portal (e.g., PC, network connection, browser). MSK cannot guarantee availability of the MSK Brand Portal at all times or absence of any other disruptions and interruptions to the functioning. You will notify MSK of any disruptions or interruptions without delay and provide information regarding the details of the circumstances of the issue. MSK will remedy any disruption or interruption to the MSK Brand Portal within an appropriate period of time or, at its sole discretion, circumvent the disruption or interruption to the MSK Brand Portal by means of a workaround solution.
3.4 Confidentiality. The Brand Guidelines and any other proprietary or confidential information provided to You via the MSK Brand Portal is deemed to be “Confidential Information.” You agree to employ all reasonable efforts to maintain the information secret and confidential.
3.6 Other User Obligations. You agree not to (assist or enable any third party to) collect content or otherwise access the MSK Brand Portal using automated means (such as harvesting bots, robots, spiders, or scrapers), without MSK’s express prior written approval and consent. Furthermore, You agree not to (assist or enable any third party to) do anything that could disable, overburden, or impair the proper working or appearance of the MSK Brand Portal, such as a denial-of-service attack or interference with page rendering or other functionality.
3.7 Involvement of Third Parties. MSK is entitled to involve third parties for the purpose of meeting its contractual obligations. MSK will not accept any liability for the services of third parties involved to the extent legally permissible.
5. Warranty Disclaimer.
The MSK Brand Portal AND any content included, or referenced therein, OR LINKED THEREFROM, ARE PROVIDED ON AN “AS IS” BASIS. the MSK Protected Parties, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NONE OF THE MSK PROTECTED PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE MSK BRAND PORTAL OR THE SCOPE OF ANY MSK BRAND ELEMENTS OR BRAND GUIDELINES PROVIDED THROUGH THE USE OF The MSK Brand Portal OR THAT SUCH MSK BRAND ELEMENTS MAY BE EXPLOITED BY LICENSEES OR ANY AFFILIATES OR SUBLICENSEES WITHOUT INFRINGING THIRD-PARTY RIGHTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
6. Limitation of Liability.
7.2 Waiver. The failure of MSK to assert a right hereunder or to insist upon compliance with any term or condition herein will not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by You.