1. Proprietary Rights
- 1.1 FinHub and its licensors exclusively own all rights, titles, and interests in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property, embodied by, or contained on the Application system, Services, and Documentation (collectively, “FinHub IP”) or any copies thereof.
- 1.2 This Agreement does not include any transfer of intellectual property (IP rights) before or after the Effective Date. Neither Party would wish to exercise any rights to the intellectual property of the other Party. For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code, and source code) of the Software, either during or after the Term.
- 1.3 The Client is granted a non-exclusive, non-transferable, non-sublicensable, limited to the agreed number of users to electronically access, and the use of the Application system, Services, and Documentation only in the manner described in this Agreement. FinHub does not sell to the Client, and the Client does not have the right to sublicense the FinHub IP.
- 1.4 The Client is entitled to create a backup copy of the data media to which it is assigned. The Client must make the “backup copy” and the copyright notice of the manufacturer visible on the backup copy. In addition, the Client is not entitled to duplicate the software.
- 1.5 The Client is not entitled to transfer the copy of the software or the backup copy, if any, to third parties. They are not permitted to sell, lend, rent, or otherwise sublicense the software, or make the software publicly available or accessible. An exception exists with the consent of FinHub for the subsidiaries and affiliates of the Client.
- 1.6 If the Client violates one of the above provisions, all rights of use granted under this Agreement become immediately invalid and automatically revert to FinHub. In this case, the Client will immediately and completely terminate the use of the Application System, Services, and Documentation, delete all copies installed on their systems, and delete the backup copy, if any, or hand it over to FinHub.
2. Intellectual Property Rights of Third Parties
- 2.1 In a case where a third party asserts claims against the Client due to the violation of protective rights (for example, patent copyrights) while using FinHub’s services, FinHub is liable as follows:
- At their expense, FinHub may either modify or replace the services in such a way that they do not violate the industrial property rights of third parties, but substantially meet the agreed features and functional characteristics for the Client, or release the Client from claims against the protected owner.
- If the supplementary performance by FinHub is impossible or is only possible on disproportionate terms, the Client has the right to redeem the services concerned against reimbursement of the remuneration paid. FinHub will grant Client an adequate time-out period unless this is possible only under unacceptable legal or other conditions. The other claims of the Client, like rescission, reduction, and compensation will remain unaffected.
- 2.2 The Parties will immediately inform each other of claims asserted by third parties. The Client will not recognize the alleged infringement and will leave any dispute, including any out-of-court regulations, either to FinHub or pursue them only in agreement with FinHub.
- 2.3 Insofar as the Client is responsible for the infringement, claims against FinHub are excluded.