User Content Licence
8.1. The User shall retain its ownership of the IPRs in the User Content. The User grants Float Labs a worldwide, non-exclusive, royalty-free, transferrable licence (together with the right to grant sub-licences) to use the User Content: (i) to supply Supercut; (ii) to provide support to the User; and (iii) to resolve technical issues that may affect the User's use of Supercut.
Supercut Ownership
8.2. The parties acknowledge and agree that: (i) Float Labs owns all the IPRs in and to Supercut and the Supercut Materials, including where they are created as a result of Insights provided by the User ("Supercut IPRs"); and (ii) except as expressly set out in this Agreement, nothing in this Agreement is intended to give the User any right, title or interest in or to the Supercut IPRs. To the extent any Supercut IPRs vest in the User, the User hereby assigns (including by way of present assignment of future rights) to Float Labs absolutely all right, title and interest in and to the Supercut IPRs.
8.3. The User agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents, required by law or which Float Labs requests, to vest in Float Labs the full benefit of the right, title and interest in and to the Supercut IPRs.
Supercut Licence
8.4. Float Labs grants the User a non-exclusive, royalty-free, non-transferrable right, without the right to grant sublicences, to permit the Authorised Users to download, access and use Supercut during the term of this Agreement solely for the User's own internal business purposes ("Permitted Purpose").
8.5. The User shall not: (i) store, distribute, create, introduce or transmit through Supercut any virus or vulnerability or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; (ii) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of Supercut except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; (iii) attempt to disassemble, reverse engineer, decompile or otherwise reduce to human-perceivable form all or any part of Supercut (including the source code, underlying ideas, algorithms, file formats or non-public APIs of Supercut), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; (iv) attempt to interfere with, disrupt, or circumvent any security measures designed to protect all or any part of Supercut; (v) access all or any part of Supercut in order to build a product or service which competes with Supercut; (vi) use Supercut to provide services to third parties; (vii) impersonate or falsely state or misrepresent an affiliation with anyone while using Supercut; (viii) permit any person to access or use Supercut except for the Authorised Users for the Permitted Purpose; (ix) attempt to obtain, or assist third-parties in obtaining, access to Supercut, other than as provided under this clause 8. The User agrees that if the User breaches this clause 8.4, Float Labs may, at any time: (i) revoke the User's access to Supercut, and/or (ii) remove any or all User Content from Supercut.
8.6. The User shall ensure that each Authorised User keeps their password for Supercut confidential.
8.7. The User shall be responsible for the acts and omissions of its Authorised Users.
No Infringement
8.8. The User undertakes to Float Labs that Float Labs' use of the Insights and/or User Content as envisaged by this Agreement will not infringe the IPRs or other rights of any third party.