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 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. The Data will not be shared or pooled with the data of other advertisers The Advertiser grants the Agency a worldwide, royalty-free, non- exclusive transferable licence to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any of the Advertiser’s trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. 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 received by 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 opt- out of being retargeted. It is the parties’ intention that the Data shall not include personal data and that no personal data shall be processed by the Agency in the provision of the Services. To the extent that any Data contains personal data, the Parties acknowledge that the Advertiser will be acting as data controller. Accordingly, the Agency will only use personal data provided by the Advertiser or generated or collected on the Advertiser’s behalf (Advertiser Personal Data) in accordance with the documented instructions of the Advertiser (where as a 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. The terms “data controller”, “data processor”, “data subject” and “personal data” shall have the meanings given to them in the Data Protection Legislation. Data Protection Terms will apply to the Services and this Agreement as set out in Schedule 1 (Data Protection Terms). Notwithstanding the foregoing, Advertiser hereby grants the Agency a 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 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 as part of a native advertising campaign 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 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 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 Xxx 0000 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 Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence.

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 shall retain ownership of all Data. The Agency Dentsu Tech & Services shall have a worldwide, royalty free, non-exclusive, transferable licence license 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 license the same rights to media owners and sub-sub- contractors strictly in connection with the performance of the Services. The licence license granted under this provision to the Agency Dentsu Tech & Services is granted on the following conditions: : (i) Data collected specifically in respect of the a particular Advertiser will not be used for the benefit of another advertiserAdvertiser; and/or (ii) following termination or expiry of the Agreement, the Agency Dentsu Tech & Services 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. The Data will not be shared or pooled with the data of other advertisers The Advertiser grants the Agency Dentsu Tech & Services a worldwide, royalty-free, non- exclusive transferable licence license to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any of the Advertiser’s Advertiser trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. In performing the Services, the Agency Dentsu Tech & Services may be required to contract with external providers and/or media owners that service the Services Network and who may utilise utilize all or some of the Technologies for media targeting purposes and may insert the same on a Websitewebsite. Any Data received by 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 Dentsu Tech & Services shall use reasonable endeavours endeavors to ensure that each Ad will incorporate an icon that will include information for visitors on how to opt- opt-out of being retargeted. It is the parties’ intention that the Data shall not include personal data and that no personal data shall be processed by the Agency in the provision of the Services. To the extent that any Data contains personal data, the Parties acknowledge that the Advertiser will be acting as data controller. Accordingly, the Agency Dentsu Tech & Services will only use personal data provided by the Advertiser or generated or collected on the Advertiser’s behalf (“Advertiser Personal Data”) in accordance with the documented instructions of of: (i) the Advertiser (where Dentsu Tech & Services is appointed directly), as a data processor; or (ii) the Agency (acting on behalf of the Advertiser, whether as principal or agent), as a sub-data processor. The Advertiser Agency warrants and represents that any instructions communicated to the AgencyDentsu Tech & Services, under this Agreement, accurately reflect the Advertiser’s instructions instructions; and the Agency Dentsu Tech & Services will not be responsible or liable for any inaccuracies. The terms “data controller”, “data processor”, “data subject” and “personal data” shall have the meanings given to them in the Data Protection Legislation. Dentsu Tech & Services ’s Data Protection Terms will apply to the Services and this Agreement as set out in Schedule 1 (Data Protection Terms). Notwithstanding the foregoing, Advertiser hereby grants the Agency a 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 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 as part of a native advertising campaign 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 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 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 Xxx 0000 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 Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence.

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 shall retain ownership of all Data. The Agency SVG 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-sub- contractors strictly in connection with the performance of the Services. The licence granted under this provision to the Agency SVG is granted on the following conditions: : (i) Data collected specifically in respect of the a particular Advertiser will not be used for the benefit of another advertiserAdvertiser; and/or (ii) following termination or expiry of the Agreement, the Agency SVG 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. The Data will not be shared or pooled with the data of other advertisers The Advertiser grants the Agency SVG a worldwide, royalty-free, non- non-exclusive transferable licence to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any of the Advertiser’s Advertiser trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. In performing the Services, the Agency SVG 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 received by 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 SVG shall use reasonable endeavours to ensure that each Ad will incorporate an icon that will include information for visitors on how to opt- opt-out of being retargeted. It is the parties’ intention that the Data shall not include personal data and that no personal data shall be processed by the Agency in the provision of the Services. To the extent that any Data contains personal data, the Parties acknowledge that the Advertiser will be acting as data controller. Accordingly, the Agency SVG will only use personal data provided by the Advertiser or generated or collected on the Advertiser’s behalf (Advertiser Personal Data) Data in accordance with the documented instructions of of: (i) the Advertiser (where SVG is appointed directly), as a data processor; or (ii) the Agency (acting on behalf of the Advertiser, whether as principal or agent), as a sub-data processor. The Advertiser Agency warrants and represents that any instructions communicated to the AgencySVG, under this Agreement, accurately reflect the Advertiser’s instructions instructions; and the Agency SVG will not be responsible or liable for any inaccuracies. The terms “SVG will use such personal data controller”, “data processor”, “data subject” and “personal data” shall have the meanings given to them in the Data Protection Legislation. Data Protection Terms will apply to connection with the Services and this Agreement as set out in Schedule 1 (Data Protection Terms). Notwithstanding the foregoing, Advertiser hereby grants the Agency a 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 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 as part of a native advertising campaign 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) removethe Information Technology Act, takedown or expunge content from the internet once propagated, 2000 and the Agency shall have no liability for any sharingInformation Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, copying or modification of Content (whether or not it has already been modified by or on behalf of 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 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 Xxx 0000 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 Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence2011.

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 shall retain ownership of all Data. The Agency Amnet 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 Amnet is granted on the following conditions: : (i) Data collected specifically in respect of the a particular Advertiser will not be used for the benefit of another advertiserAdvertiser; and/or (ii) following termination or expiry of the Agreement, the Agency Amnet 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. The Data will not be shared or pooled with the data of other advertisers The Advertiser grants the Agency Amnet a worldwide, royalty-free, non- exclusive transferable licence to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any of the Advertiser’s Advertiser trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. In performing the Services, the Agency Amnet 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 received by 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 Amnet shall use reasonable endeavours to ensure that each Ad will incorporate an icon that will include information for visitors on how to opt- opt-out of being retargeted. It is the parties’ intention that the Data shall not include personal data and that no personal data shall be processed by the Agency in the provision of the Services. To the extent that any Data contains personal data, the Parties acknowledge that the Advertiser will be acting as data controller. Accordingly, the Agency Amnet will only use personal data provided by the Advertiser or generated or collected on the Advertiser’s behalf (“Advertiser Personal Data”) in accordance with the documented instructions of of: (i) the Advertiser (where Xxxxx is appointed directly), as a data processor; or (ii) the Agency (acting on behalf of the Advertiser, whether as principal or agent), as a sub-data processor. The Advertiser Agency warrants and represents that any instructions communicated to the AgencyAmnet, under this Agreement, accurately reflect the Advertiser’s instructions instructions; and the Agency Amnet will not be responsible or liable for any inaccuracies. The terms “data controller”, “data processor”, “data subject” and “personal data” shall have the meanings given to them in the Data Protection Legislation. Amnet’s Data Protection Terms will apply to the Services and this Agreement as set out in Schedule 1 (Data Protection Terms). Notwithstanding the foregoing, Advertiser hereby grants the Agency a 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 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 as part of a native advertising campaign 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 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 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 Xxx 0000 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 Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence.