License to TSD IP. In the course of providing the Services, TSD will disclose to Customer the Playbook (as defined on TSD’s website), sales strategies, software stack recommendations, know-how, business methods and other trade secrets or proprietary information (collectively, the “TSD IP”). TSD IP excludes all Third Party Software (defined below). Subject to the terms and conditions of this Agreement (including payment of Fees), TSD hereby grants to Customer a non-exclusive, non-transferable, perpetual, revocable license to use the TSD IP for its own internal business purposes only and shall not, except as expressly permitted in this Agreement: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the TSD IP available to any third party; (b) access the TSD IP in order to build a competitive product or service; or (c) remove from the TSD IP any language or designation indicating the confidential nature thereof or the proprietary rights of TSD. All rights in and to the TSD IP not granted hereunder are expressly reserved by TSD.
Assignment of Work Product. TSD may write customized sales pitches or sales scripts for Customer in the course of providing the Services (“Work Product”). Subject to the terms and conditions of this Agreement (including payment of Fees and TSD’s ownership of the TSD IP), TSD hereby assigns all right, title and interest in and to such Work Product to Customer.
Third Party IP. The Services may contain configurations for a sales stack or other recommendations for Customer to utilize certain third party platforms or software (“Third Party Software”). Customer understands and agrees that use of the Third Party Software will be subject to additional or different terms or fees, including without limitation, any license terms or use policies required by the applicable Third Party Software provider. TSD does not warrant the performance, availability, safety or reliability of any such Third Party Software and is not responsible for the Third Party Software provider’s performance or failure to perform in any respect, whether or not such Third Party Software provider is designated by TSD as a “partner” and whether or not the Third Party Software is designated by TSD as “certified,” “recommended,” or otherwise. Any exchange of data or other interaction between Customer and the Third Party Software and any purchase or use by Customer of any product or service offered by the Third Party Software provider is solely between Customer and such Third Party Software provider, and TSD will have no liability or obligation with respect to such exchange or interaction.
Third Party Materials. TSD may also use third-party data sources, reports and other information and materials (“Third Party Materials”) to provide the Services, but TSD does not warrant the accuracy, quality, integrity, legality, reliability or completeness of such Third Party Materials.
Client Data. Customer may provide TSD with contact information, information regarding past interactions, or other information about Customer’s current or prospective clients (“Client Data”). Customer shall not disclose any data about current or prospective clients located outside of the United States of America, and shall only disclose Client Data that Customer is authorized to disclose to TSD for the purposes of this agreement. Customer hereby grants TSD a limited, non-exclusive, royalty-free license to use the Client Data solely to provide the Services. Customer agrees to indemnify, defend and hold TSD harmless against any third party claims alleging that Customer’s disclosure or TSD’s use of the Client Data as contemplated hereunder violates any applicable privacy laws or confidentiality obligations.
Customer Materials. Customer hereby grants TSD a non-exclusive, royalty-free, fully-paid, non-sublicensable (except to TSD’s contractors performing services on its behalf) license during the Term to use, transmit, reproduce, display, distribute and prepare derivative works of the data, content, trademarks, material or technology supplied by Customer (the “Customer Materials”), for TSD’s provision of the Services and performance of its obligations under this Agreement.
Customer Marks. Customer hereby grants TSD a non-exclusive, royalty-free, fully-paid, non-sublicensable (except to TSD’s contractors performing services on its behalf) license to use, copy, display and reproduce Customer’s trademarks, service marks and logos, as provided by Customer (the “Customer Marks”) to identify Customer as a customer of TSD on promotional materials and TSD’s website. Any use of the Customer Marks shall be in accordance with Customer’s standard trademark guidelines provided to TSD.