Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. No Party shall acquire any intellectual property rights of the other in connection with the provision of the Services and each Party remains the sole owner of any and all intellectual property rights it owned or used prior to the execution of this Agreement. The Advertiser hereby grants the Agency a worldwide, royalty-free, sub-licensable licence for the period in which the Services are rendered for the Agency and the Services Network to amend, adapt, use, distribute and/or position the Content or any part thereof for the purposes of promoting (including without limitation for the purposes of creating hyperlinks to) the Content and the Ads to deliver the Services agreed in an Insertion Order or as otherwise agreed in writing between the Parties (“Licence”). The Licence shall expire upon completion of the Services. Notwithstanding the foregoing, Advertiser acknowledges and agrees that the nature of the Services is such that it is not possible to (i) prevent subsequent sharing, copying or modification by third parties of Content placed on the internet by or on behalf of the Agency in accordance with this Agreement; or (ii) remove, takedown or expunge content from the internet once propagated, and the Agency shall have no liability for any sharing, copying or modification of Content (whether or not it has already been modified by or on behalf of the Agency in accordance with this Agreement) by third parties nor responsibility for removing or procuring the removal of Content (whether or not it has already been modified by or on behalf of the Agency in accordance with this Agreement) from the internet upon completion of the Services or termination or expiry of this Agreement. Advertiser hereby waives in favour of Agency and all its assignees and successors in title all moral rights in the Content to which Advertiser may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for the Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence. The Advertiser shall retain ownership of all Data. The Agency shall have a worldwide, royalty free, non-exclusive, transferable licence to use and otherwise process Data in order to provide, operate, maintain and enhance the Services, the Services Technology Stack and any Products or programs connected to the provision of the Services including, without limitation, the right to disclose Data with entities of the Services Network and, where necessary, to sub-licence the same rights to media owners and sub-contractors strictly in connection with the performance of the Services. The licence granted under this provision to the Agency is granted on the following conditions: (i) Data collected specifically in respect of the Advertiser will not be used for the benefit of another advertiser; and/or (ii) following termination or expiry of the Agreement, the Agency shall have the right, for a period of 6 months from such termination or expiry, to use the Data for the purposes of internal reporting (including the compilation of statistics), evaluating the Services, and improving the Services Technology Stack, and to disclose the Data if required by applicable law or regulation or pursuant to a court order or other legal process. Advertiser will not share or pool the Data, with the data of other advertisers In performing the Services, the Agency may be required to contract with external providers and/or media owners that service the Services Network and who may utilise all or some of the Technologies for media targeting purposes and may insert the same on a Website. Any Data supplied to such providers and/or media owners will be used only for performing the Services. The Parties agree and acknowledge that the Advertiser shall be solely responsible in relation to maintaining a privacy policy that covers the Services and, in particular, but without limitation, discloses that third parties may place Technologies on the browsers of visitors to its Website(s) and may send their own Cookies to the visitors' Cookie file. These Technologies allow the Services Technology Stack to serve Ads. The Agency shall use reasonable endeavours to ensure that each Ad will incorporate an icon that will include information for visitors on how to optout of being retargeted. It is the Parties’ intention that the Data will not include Personally Identifiable Information, but the Parties acknowledge that personal data may be processed by the Agency (and in turn by its subcontractors), in the provision of the Services. To the extent that any Data contains personal data, the Advertiser will, unless otherwise stated in the Agreement and/or otherwise agreed between the Parties, be acting as data controller. The Agency will only use the Advertiser Personal Data in accordance with the documented instructions of the Advertiser where the Agency is processing Advertiser Personal Data as Advertiser’s data processor. The Advertiser warrants and represents that any instructions communicated to the Agency, under this Agreement, accurately reflect the Advertiser’s instructions and the Agency will not be responsible or liable for any inaccuracies.