ARTICLE 12 – Intellectual Property
The software, data, documentation, processes, methodologies, technologies and documents belonging to the Service Provider (hereinafter Intellectual Property Rights) used in the implementation of the Services remain the exclusive property of the Service Provider.
The Service Provider grants the Client, where applicable and to the extent strictly necessary for the performance of the Services, on a personal, non-exclusive and non-transferable basis, the right to use said Intellectual Property Rights for the duration of the performance of the Services.
The works created by the Service Provider for the Client, as part of the performance of the Contract, remain the full and exclusive property of the Service Provider until the invoices issued by the Service Provider are fully paid by the Client.
Once the Service Provider has received the invoices, the Service Provider transfers to the Client all intellectual property rights to the works created specifically and at the Client’s request, as part of the performance of the Contract, for their term of protection and for the entire world.
In particular, the Service Provider transfers the following rights to the Client :
The right of reproduction includes, but is not limited to :
- the right to reproduce and/or have reproduced the works created in unlimited numbers, by any process and on any current or future medium, and in particular graphic, magnetic, digital or electronic (interactive or not) ;
- the right to put into circulation and exploit the works created, commercially or otherwise, the reproductions thus made, in unlimited number, free of charge or for consideration, whatever the purpose.
The right of representation shall include, in particular, and in a non-exhaustive manner :
- the right to disseminate and communicate to any public the elements, supports, components of the created works, by any representation process known or unknown to date, for any use whatsoever;
- the dissemination of the works created by any means, in particular by hertzian, cable-satellite and any network, and more generally by any means of transmission of data, whether or not digitized.
As part of the provision of the Services, and where necessary, the Customer also grants the Service Provider a right to use its software, data and documents, on a personal basis, free of charge, non-exclusive and non-transferable for the duration of the Services.
The Client undertakes to obtain from any third party, if necessary, the right to grant the Service Provider the right to use the software, data and equipment belonging to such third parties for the purposes of providing the Services.
Trademarks and company names
Any use by the Client of the Service Provider’s corporate names, trademarks and distinctive signs is strictly prohibited unless the Service Provider has given its express prior consent. If the Service Provider gives its express prior consent, the Service Provider grants the Client a strictly personal, non-exclusive and non-transferable right to use its corporate names, trademarks and distinctive signs throughout the world and for the entire duration of the Agreement.
For its part, the Service Provider is authorised to use the Client’s corporate name/brand in the context of its activities for the purposes of commercial promotion.
The Service Provider also reserves the right to mention the work carried out for the Client on its external communication and advertising documents (website, portfolio, etc.) and during commercial canvassing.
The Service Provider indemnifies the Client against any action, claim, demand or opposition by any person claiming an intellectual property right that may have been infringed by the provision of the Services, provided that the Client informs the Service Provider, as soon as it becomes aware of any such claim, demand or proceeding made or brought on such grounds, whether in or out of court. The Client undertakes to provide the Service Provider with all documents and information in its possession as well as all assistance that may be required for its defence.
In the event of a proven infringement of the rights of a third party, the Service Provider may, at its discretion :
- obtain any license or authorization to allow the Customer to continue to use the Services;
- provide an alternative solution to enable the Customer to use the Services in accordance with the Order;
- if neither of the two options is feasible, refund the Customer the amounts paid for the Services, less any amounts already paid by the Customer for the period of actual use of the Services.
The Service Provider shall have no indemnity or other obligation in respect of any infringement action arising from (a) use of the Services otherwise than in accordance with the Agreement, (b) combination of the Services with other services or equipment not provided by the Service Provider.
In respect of any software, data or documents used by the Service Provider in the provision of the Services, which the Customer has acquired the rights to use from third parties or which the Customer owns, the Customer indemnifies the Service Provider against all consequences or adverse consequences which the Service Provider may suffer as a result of the use of such software, data or documents against any action by a person claiming an intellectual property right or relying on a claim of unfair competition and/or free riding on such software, data or documents.