5.1 Definitions. For the purposes of this Agreement:
(a) “Client Materials” means any documents, data, information, specifications, content, photographs, and other materials that Client provides or makes available to StoryArb for use in connection with this Agreement.
(b) “Deliverables” means all completed work product, designs, content, videos, and other materials that are prepared by or on behalf of StoryArb in the course of performing the Services and accepted and paid for by Client, including any items identified as such in each Scope.
(c) “Intellectual Property Rights” means any rights associated with intellectual property, including (i) rights in patents and inventions, (ii) trademarks, service marks, trade names, logos and corporate names (in each case, whether registered or unregistered), including all associated goodwill, (iii) copyrights (registered or unregistered) and works of authorship, (iv) computer software, data, databases and documentation thereof, (v) trade secrets, and (vi) all rights, remedies against infringements and rights to protect such interests.
(d) “StoryArb Materials” means all documents, data, know-how, methodologies, tools, processes, systems, and other materials that are created, developed, or acquired by StoryArb independently of this Agreement. StoryArb Materials also includes any work product created or prepared by StoryArb in connection with performing the Services that are not accepted or used by Client and/or not included as part of the final Deliverables.
(e) “Third-Party Materials” means materials and information, in any form or medium, including any software (including open-source software), documents, data, content, specifications, products, equipment or components incorporated into the Deliverable(s) or used by StoryArb in connection with providing the Services that are not proprietary to StoryArb.
5.2 Ownership of Deliverables. Upon submitting payment in full for the Services in accordance with this Agreement and any applicable Scope, Client is, and will be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all associated Intellectual Property Rights. StoryArb agrees that any Deliverables that may qualify as “work made for hire” are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” StoryArb hereby assigns all right, title, and interest in and to the Deliverables, including all associated Intellectual Property Rights.
5.3 Third-Party Materials. The Deliverables may include or operate in conjunction with Third-Party Materials. StoryArb will notify Client of all Third-Party Materials, if any, included in or required for use with any Deliverable on or prior to delivery of the relevant Deliverable. All Third-Party Materials are provided pursuant to the terms and conditions of an applicable third-party license agreement (“Third-Party Agreement”), and StoryArb will provide Client with a copy of any such Third-Party Agreement or online terms and conditions if requested. Client shall comply with all applicable Third-Party Agreement(s), if any, and any breach by Client of any such Third-Party Agreement will be deemed a breach of this Agreement. Ownership of all Third-Party Materials, and all corresponding Intellectual Property Rights, is and will remain with the respective owners, subject to any express licenses or sublicenses granted to Client pursuant to or in accordance with an applicable Third-Party Agreement and/or this Agreement.
5.4 StoryArb Materials. StoryArb and its licensors are, and will remain, the sole and exclusive owners of all right, title and interest in and to the StoryArb Materials, including all associated Intellectual Property Rights, and the processes by which it provides the Services.StoryArb hereby grants Client a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and reproduce StoryArb Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables, solely to the extent reasonably required in connection with Client’s use of the Deliverables. StoryArb expressly reserves all other rights in and to the StoryArb Materials. Client shall not, directly or indirectly, reverse engineer, deconstruct, disassemble, otherwise attempt to discover, recreate, or re-use the processes, ideas, or know-how related to any StoryArb Materials or StoryArb’s Services.
5.5 Client Materials. Client and its licensors are, and will remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all associated Intellectual Property Rights. Client hereby grants StoryArb a royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify and create derivative works and improvements of the Client Materials in order to develop the Deliverables and perform the Services.