- “Deliverables” means items we (or a Candidate) provide to you in connection with Staff Augmentation Services specifically designated or characterized as “Deliverables” in the applicable SOW.
- “Intellectual Property” means all algorithms, application programming interfaces, apparatus concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, net lists, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code),specifications, subroutines, techniques, test vectors, tools, uniform resource identifiers including uniform resource locaters, user interfaces, web sites, works of authorship, and other forms of technology.
- “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trade mark and trade name rights and similar rights; (iii) trade secret rights; (iv) patent and industrial property rights; (v) other proprietary rights in Intellectual Property of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (i) through (vi) of this sentence.
- “Work Product” means (i) Deliverables and (ii) all Intellectual Property, in any stage of development, which we or Candidates conceive, create, develop or reduce to practice in connection with performing Staff Augmentation Services and all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.
(b) As between you and us, we own and retain all right, title and interest in all Intellectual Property Rights (i) found on, provided by or embodied in our Platform and (ii) developed, acquired or otherwise obtained by us prior to, or independently of, these Terms, and any derivative works thereof (“G2i Content”). You may not distribute, modify, transmit, reuse, download, repost, copy or use G2i Content, whether in whole or in part, except as expressly permitted in subsection (d) below, without our prior express written consent. We reserve all rights to G2i Content not expressly granted in these Terms.
(c) As between you and us, you and your licensors or suppliers will own all Intellectual Property Rights in (i) all Intellectual Property developed, acquired, licensed, or otherwise obtained by you prior to, or independently of, these Terms, and any derivative works thereof (“Company Materials”) and (ii) Work Product (excluding G2i Content) (collectively, “Company Content”); provided, however, that you give us (and those we work with, including third-party service providers) non-exclusive license to use Company Content solely as necessary to provide Services to you. G2i on behalf of its personnel and any Candidates performing Staff Augmentation Services, hereby irrevocably assigns to Company all right, title and interest in and to the Work Product (excluding G2i Content), including any Intellectual Property Rights.
(d) Subject to, and conditioned upon, your compliance with the conditions and restrictions set forth in these Terms and our other guidelines and policies posted on our Site and those of our licensors and third party providers, we hereby grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for your internal business and recruiting purposes. This license does not include: (i)any resale or commercial use of G2i Content, (ii) the distribution, public performance or public display of G2i Content, (iii) modifying or otherwise making any derivative works of G2i Content or our Platform, or any portion thereof, or (iv) any use of G2i Content or the Platform except for their intended purposes.
(e) Subject to your payment of all applicable fees for Services hereunder, we hereby grant you a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up license to G2i Content that is incorporated into and necessary for Company to utilize Deliverables (collectively,“Licensed IP”): (i) to reproduce, create derivative works of, distribute, transfer, publicly display, and otherwise use the Licensed IP in any medium and (ii) to reproduce, distribute and sublicense the Licensed IP to Company’s customers solely as integrated withCompany’s products and services pursuant to an agreement that contains terms at least as restrictive as those contained in the Terms with respect to the Licensed IP.
(f) The parties acknowledge that certain Intellectual Property licensed or obtained by us or Candidates from third parties (collectively, “Third Party Technology”) may be used by Candidates in the completion of Staff Augmentation Services and may be included in Deliverables provided to you, including without limitation software code licensed under open source licenses. We will have no liability to you for any losses arising from any such use of Third Party Technology.
(g) G2i retains the right to list Company by name and logo as a client.