Intellectual Property Rights. All right, title, and interest in and to (i) the Platform, (ii) any customer data, documentation, work product, and/or materials that Mise creates or provides to Partner in connection with the Services, including without limitation (a) photographs and/or videos of cooked meals, ingredients, and/or meal preparation steps, and (b) designs of recipe cards (both graphics and text, including recipe instructions), packaging, and/or labels, and (iii) all works, inventions, other subject matter incorporating, based on or derived from (i) or (ii) above, including customizations, enhancements, improvements, and other modifications thereof, are and will remain with Mise (collectively, the “Mise Materials”). Partner has no right or license with respect to any Mise Materials except as expressly granted to Partner under the Agreement. All other rights in and to the Mise Materials are expressly preserved by Mise.
License. Subject to and conditioned upon Partner’s (i) payment of any commissions to Mise as set forth in the Order Form, and (ii) compliance with and performance in accordance with all other terms and conditions of the Agreement, Mise hereby grants to Partner, for the Term, a personal, revocable, non-exclusive, non-licensable, non-assignable, non-transferable right and license to use the Mise Materials solely to support the delivery of Meal Kits to Partner’s customers.
Restrictions. Partner will not (and will not permit any third party to) knowingly or intentionally: (i) make the Platform available to, or use the Platform for the benefit of, anyone other than Partner, unless expressly stated otherwise in the documentation, (ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform, or include the Platform in a service bureau or outsourcing offering, (iii) use the Platform to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) interfere with or disrupt the integrity or performance of the Platform (or third party data contained therein), (v) use the Platform other than for its intended purpose and as allowed by the Agreement, and (vi) reverse engineer the Platform (except to the extent such restriction is permitted by applicable law). Upon termination of the Agreement, Partner’s right and license to the Platform shall immediately terminate.
Marks. During the Term, each party grants to the other party a limited, non-exclusive, non-transferable, fully paid-up and royalty-free license to use such party’s Marks for the purpose of performing its obligations under the Agreement, including, without limitation, in advertising and marketing materials and press releases. For the purposes of the Agreement, “Marks” includes trademarks, trade names, service marks, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. Use of a party’s Marks shall only be in a manner that complies in all material respects with that party’s Mark usage policies provided from time to time. Each party’s use of the other party’s Marks, and all goodwill generated thereby, will inure to the benefit of the owner of such Marks. Upon termination of the Agreement, each party’s right and license to the other party’s Marks shall immediately terminate