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Yalla Ventures Intellectual Property
Terms of use
  1. Yalla Intellectual Property. 

Yalla Ventures, LLC  (“Yalla”) and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all of Yalla’s information, documents, samples, products, or other material (collectively, "Yalla Materials"), Yalla’s content or other works of authorship, including any of Yalla’s logos, trademarks, product names or other branding associated with Yalla or Yalla Products (“Yalla Brands”), text, recordings, images, graphics, sounds, and video, regardless of format or media, created, owned or acquired by Yalla and provided to you for use or incorporation with any Editorial Content (“Yalla Content”), all analytic and transactional data and information together with any other data and information relating to Yalla or Yalla Products, including marketing and advertising campaign strategies, provided or transmitted to you, or generated, transmitted, or stored by you, Yalla or on Yalla’s behalf (“Yalla Data”), technology, documentation, videos, recordings, images, strategies, logos, designs, works of authorship, inventions, developments, creations, memoranda, manuals, drafts, and all similar materials, together with all intellectual property rights in any of the foregoing, including but not limited to copyrights, trademarks, patents, and/or trade secrets in marketing or advertising strategies, technology, software, know-how and other developments, insights, methods and businesses, owned, licensed or controlled by Yalla, including in or relating to products and/or services (ASINs or SKUs) (“Yalla Products”) that are owned, sold or controlled by Yalla (all of the foregoing collectively, “Yalla Intellectual Property”). Yalla Data includes analytic data and information relating to any deal announcement from a Publisher Platform or eCommerce Platform provided, received, obtained, or transmitted to or by you; and (b) any other Yalla Product transactions or sales attributed or linked to published online Editorial Content such as product guides, reviews and recommendation guides, and other online promotional content such as paid advertisements, deals, and sales promotions, related to or mentioning Yalla Products.

Service Provider (“you”) shall obtain no right, title, or ownership in any Yalla Intellectual Property.  

  1. Intellectual Property Rights; Ownership.  

Upon reasonable request, Yalla will provide you with access to and use of Yalla Data and Yalla Content solely and exclusively within the scope of, and for the purposes of, providing the Services. Yalla hereby grants to you a non-exclusive, limited license to use Yalla Data and Yalla Content, if and as provided by Yalla, solely within the scope of the Services and for the benefit of Yalla. In no event shall you share or disclose any Yalla Data, Yalla Content or any other Yalla Intellectual Property with any competitor of Yalla or otherwise use the same for any other purpose. 

Your performance of certain Services in the course of fulfilling your obligations under the Agreement may be furthered, or otherwise require you to use, or authorize use of, one or more Yalla Brands to the extent authorized by Yalla from time to time during the term of the Agreement (“Term”) in conversations and materials with eCommerce Platforms and selected websites and related mobile applications, browser integrations, social accounts, or other online presence of various online publishers and content creators (“Publisher Platforms) within the Publisher Network to solicit hyperlinks embedded in product and search engine advertisements (“Attribution Links”).  Yalla hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Yalla Brands and to authorize members of the Publisher Network to reproduce the Yalla Brands solely in connection with the placement of Attribution Links and Editorial Content directed to the product listing pages on eCommerce Platforms in an industry standard format within Editorial Content created by various online retail platforms (e.g., Amazon, eBay, Walmart, etc.), including related websites, mobile applications, browser integrations, social accounts, or other online points of presence, selected and specified in the Agreement and the SOWs (“eCommerce Platforms”) and Publisher Platforms within the Publisher Network relating to content concerning verified and authentic Yalla Products.

All right, title, and interest in and to the Yalla Brands remains with Yalla and all use of the Yalla Brands by you and any sublicensee and all goodwill generated from the same inures solely to Yalla’s benefit.  You may not register, apply, seek to register, or otherwise claim any ownership of or rights in the Yalla Brands.  You shall not represent that you have any ownership interest in the Yalla Brands and shall not do or cause to be done any act or thing that contests, impairs, or threatens to contest or impair Yalla’s ownership of the Yalla Brands or the value or goodwill in the same.  

You understand and agree that the Yalla Brands carry significant brand value and goodwill.  As a result, you shall not reproduce, disseminate, distribute, display, or authorize any use of any Yalla Brand, whether or not in the scope of Editorial Content. In the event you become aware of any Editorial Content that is not favorable to the Yalla Brands, you will notify Yalla immediately.  

You shall not use Yalla Brands or any other Yalla Intellectual Property in any other manner and may not adopt or otherwise use any trademark, service mark, trade name, logo, symbol, or device that is likely to cause consumer confusion with any Yalla Brand.  You must ensure that any Attribution Link and associated Editorial Content does not use any Yalla Brand in any manner that is likely to cause consumer confusion in any capacity.  As between Yalla and you, you are and will remain solely responsible for any such consumer confusion or allegations of the same and will fully indemnify and defend Yalla from any such claims and allegations.  

You will notify Yalla in writing of any infringement or improper use of any Yalla Brands or any other Yalla Intellectual Property that comes to your attention and will assist Yalla in obtaining, defending, and enforcing its rights in the Yalla Brands and Yalla Intellectual Property, including providing evidence, testimony, and documents related to the same.  Yalla has the sole right to determine whether or not any action will be taken on account of any alleged infringement or improper use of the Yalla Brands or any other Yalla Intellectual Property.  You will not contact the third party, make any demands or claims, institute any suit, or take any other action on account of such infringements or improper use of Yalla Brands or any other Yalla Intellectual Property without first notifying Yalla of the same in writing and obtaining the prior written permission of Yalla.  You consent to being joined as a third party in any claim or suit involving infringement or improper use of the Yalla Brands or any other Yalla Intellectual Property involving any eCommerce Platform or Publisher Platform.  

With respect to all claims and suits involving infringement or improper use of the Yalla Brands and any other Yalla Intellectual Property which are brought by or against any third party, including suits in which you are joined as a party, Yalla will have the sole right to employ counsel of its choosing and to direct the handling of the litigation and any settlement thereof.  Yalla will be entitled to receive and retain all amounts awarded as damages, profits, or otherwise in connection with such suits.

  1. Ownership of and License to Deliverables.

Yalla is and shall be the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Yalla hereunder by you or on your behalf in connection with any State of Work (“SOW”) or developed or created in the course of performing the Services, including all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the State of Arizona (collectively, the "Deliverables"). You acknowledge and will cause your personnel to agree that with respect to any copyrights in any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, Yalla shall own the copyrights in such Deliverables as a "work made for hire" for Yalla. With respect to any of the Deliverables that do not constitute a "work made for hire," you hereby irrevocably assign and shall cause your personnel to irrevocably assign to Yalla, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables. You shall cause your personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.

Upon Yalla’s request, you shall and shall cause your personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Yalla to prosecute, register, perfect, or record its rights in or to any Deliverables. 

In the course of providing the Services, you may be using certain pre-existing materials, which could include documents, data, know-how, methodologies, software, and other materials[, including computer programs, reports, and specifications]], in each case developed or acquired by  you prior to the commencement [or independently] of the Agreement (“Pre-Existing Materials”) in which event you shall provide Yalla with a list of such Pre-Existing Materials prior to commencing performance of the Services, in which event you shall remain the sole and exclusive owner of all right, title, and interest in and to the Pre-Existing Materials.  

You hereby grants Yalla and its affiliates with a perpetual, limited, royalty-free, non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables [for any and all purposes/solely to the extent reasonably required in connection with Yalla's receipt or use of the Services and Deliverables]. All other rights in and to the Pre-Existing Materials are expressly reserved by you.]

[In the course of providing the Services, you will be using certain third-party materials consisting of [documents, data, content, or specifications of third parties, and] [components or software [including open-source software]] that are not proprietary to you ( the "Third-Party Materials"), Yalla shall have a limited, royalty-free, non-sublicensable, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables [for any and all purposes/solely to the extent reasonably required in connection with Yalla's receipt or use of the Services and Deliverables.]]

  1. PII Data.

Yalla and you agree that no personally identifiable information (“PII”), as defined under applicable federal and state laws, is being or will be transferred, shared, or disclosed between Yalla and you or included in any of your Monthly Reports. You will never collect, store, or use any PII from Yalla.