These WayUp Branding Terms, together with the Agreement of which they are a part
(including without limitation the Jobs Terms), apply to your access and use of WayUp’s Branding
Services. Defined terms have the meanings ascribed to them in this Agreement.
1. Branding Services. WayUp will perform
the Branding Services (as set forth in the applicable Order) in accordance with the terms and
conditions
of this Agreement, including these Branding Terms and the other documents that comprise the
Agreement.
2. Ownership. With respect to the
Branding Services, as between WayUp and Employer, the following shall apply:
-
By Employer. Employer will
exclusively own all rights, title, and interest in and to any work product specifically
identified
in
the applicable Order as “work product,” subject to WayUp’s ownership rights in the WayUp
Methods
(collectively, including Intellectual Property Rights therein, “Work
Product”). WayUp
hereby
assigns to Employer all rights, title and interest in and to the Work Product (excluding all
WayUp
Content and Methods, if any, incorporated into the Work Product), including all Intellectual
Property
Rights therein. At Employer’s request and expense, WayUp will reasonably assist and
cooperate
with
Employer and take such further acts reasonably requested by Employer to enable Employer to
acquire
and
perfect its ownership rights in the Work Product, at Employer’s expense. If and to the
extent
that
WayUp
incorporates any WayUp Methods into the Work Product, WayUp grants to Employer a
non-exclusive,
worldwide,
royalty-free,
fully
paid-up,
irrevocable, sublicensable, and transferable license to use, copy, modify, create derivative
works
of,
distribute, display, perform, and publish such Methods, solely as incorporated into the Work
Product.
-
By WayUp. WayUp will exclusively own
all rights, title, and interest in and to any methods, techniques, software, tools,
utilities,
processes, inventions, devices, methodologies, specifications, documentation, and materials
of
any
kind
used or developed by WayUp or its personnel in connection with providing the Services,
including
all
worldwide Intellectual Property Rights therein (collectively, including such Intellectual
Property
Rights, “Methods”). Employer will have no rights in
any Methods except as expressly set forth in this Agreement.
-
Freedom of Action. Nothing in this
Agreement will be deemed to restrict or limit WayUp’s right to perform similar services for
any
other
party or to assign any employees or subcontractors to perform similar services for any other
party;
provided that WayUp complies with its confidentiality obligations in this
Agreement with respect to Employer Confidential Information.
-
Branding Services Other than Work Product. Section 3 of the Jobs
Terms
shall
apply to the Branding Services that are not Work Product just as such Section applies to
Jobs
Services.
3. Employer Responsibilities. Employer
will make available to WayUp such Employer Content reasonably required and requested by WayUp to
perform
the Branding Services. Section 4(B) of the Jobs Terms shall apply to such Employer Content.
4.
Non-Solicitation.
During the term of this Agreement and for a period of twelve (12) months thereafter, without
WayUp’s
express prior written approval, Employer will not (directly or indirectly) solicit or attempt to
solicit
any employee, advisor, independent contractor, or consultant of WayUp who participated in the
performance of Services to become an employee, advisor, independent contractor, or consultant of
or
to
any other person or entity.
For all Employers who have entered into an agreement or order with Yello that reference these
terms
and
for
all Employers who have had their agreements assigned to Yello, all references to WayUp Inc. or
WayUp
in
these Branding Terms shall mean RECSOLU, Inc., DBA Yello.