BRANDING TERMS

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:

(A)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.

(B)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.

(C)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.

(D)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.