10.1 Customer retains all intellectual property rights related to the Input Materials, except for the rights and licenses specified in article 10 of these Terms and Conditions.
10.2 Customer hereby grants to Luxexcel a royalty-free, worldwide, irrevocable, perpetual non-exclusive license to use the Input Materials and the intellectual property hereto for Luxexcel to carry out its obligations under the agreement.
10.3 If Luxexcel is prepared to undertake to transfer an intellectual property right, such a commitment may only be undertaken expressly and in writing. If the parties agree in writing that an intellectual property right with respect to software, websites, data files, equipment or (other) Input Materials specifically developed for the Customer shall transfer to the Customer, the transfer shall be without prejudice to Luxexcel’s right or option to use and/or operate, either for itself or for third parties and without any restriction, the parts, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like on which the developments referred to are based for other purposes. The transfer of an intellectual property right shall likewise be without prejudice to Luxexcel’s right to complete developments, either for itself or for a third party, that are similar to or derived from developments that were or are being completed for the Customer.
10.4 All intellectual property rights to the software, websites, data files made by Luxexcel, equipment and training, testing and examination materials, as well as other materials as analyses, designs, documentation, reports and offers, including preparatory materials in this regard, developed or made available to the Customer except for the Input Materials under the agreement are held exclusively by Luxexcel, its licensors or its suppliers. The Customer shall have the rights of use expressly granted under these general Terms and Conditions, the agreement concluded in writing between the parties and the law. A right accorded to the Customer is non-exclusive and may not be transferred, pledged or sublicensed.
10.5 The Customer may not remove or change any indication concerning the confidential nature of or concerning the copyrights, brands, trade names or any other intellectual property right pertaining to the software, websites, data files, equipment or materials, or have any such indication removed or changed.
10.6 By submitting Input Material to Luxexcel, Customer confirms that it is the owner and/or licensee of the Input Materials and does not infringe any intellectual property rights of third parties. Customer warrants that the use by Luxexcel of any Input Material and the Customers intellectual property hereto for the purpose set out in the agreement and these Terms and Conditions will not infringe the intellectual property rights of any third party and the Customer shall indemnify Luxexcel against any claims, damage expenses and costs from such infringement.
10.7 Even if not expressly provided for in the agreement, Luxexcel may always take technical measures to protect equipment, data files, websites, software made available, software to which the Customer is granted direct or indirect access, etc. in connection with an agreed limitation in terms of the content or duration of the right of use of these items.
The Customer may not remove or bypass such technical measures or have such technical measures removed or bypassed.
10.8 Luxexcel indemnifies the Customer against any claim of a third party based on the allegation that software, websites, data files, equipment or other materials developed by Luxexcel itself infringe an intellectual property right of that third party, subject to the condition that the Customer immediately informs Luxexcel in writing about the existence and content of the claim and leaves the settlement of the claim, including any arrangements made in this regard, entirely to Luxexcel. The Customer shall provide the powers of attorney and information required to Luxexcel and assist Luxexcel to defend itself against such claims. This obligation to indemnity shall not apply if the alleged infringement concerns (a) materials made available to Luxexcel by the Customer for use, modification, processing or maintenance or (b) changes made or commissioned by the Customer in the software, website, data files, equipment or other materials without Luxexcel’s written permission. If it is irrevocably established in court that software, websites, data files, equipment or other materials developed by Luxexcel itself infringes any intellectual property right held by a third party, or if, in the opinion of Luxexcel, there is a good chance that such an infringement is occurring, Luxexcel shall, if possible, ensure that the Customer can continue to use, or use functional equivalents of, the software, websites, data files, equipment or materials supplied. Any other or further obligation to indemnify on the part of Luxexcel due to infringement of a third party’s intellectual property right, is excluded.
10.9 The Customer guarantees that making equipment, software, material intended for websites, data files and/or other materials and/or designs available to Luxexcel for the purpose of use, maintenance, processing, installation or integration does not infringe any rights of third parties. The Customer indemnifies Luxexcel against any claim of a third party based on the allegation that such making available, use, maintenance, processing, installation or integration infringes a right of that third party.
10.10 Luxexcel is never obliged to perform data conversion unless doing so has been expressly agreed in writing with the Customer.