18. Intellectual property rights
18.1 All Intellectual Property Rights relating to the Services (including Intellectual Property Rights contained on the Member Account but excluding Member Data), are and shall remain the sole and exclusive property of GS1 UK (or GS1 UK’s licensors) and nothing in this Framework Agreement constitutes an assignment or waiver of GS1 UK’s Intellectual Property Rights.
18.2 Unless the Service Contract states otherwise, and subject to the provisions contained in clause 5, in relation to any Additional Services which do not relate to GS1 UK Numbers/GLNs, GS1 UK hereby grants the Member, for the duration of the relevant Service Contract, a non-exclusive, non-transferable, non-sub licensable, fully revocable, limited license to use the Intellectual Property Rights contained in the Additional Services, solely for the purpose of using the Additional Services. GS1 UK reserves the right to amend or terminate this license at any time.
18.3 All Intellectual Property Rights relating to Member Data made available by the Member or the Member’s Users shall remain the sole and exclusive property of the Member or User.
18.4 The Member grants, and shall procure that its Users grant, GS1 UK a perpetual, royalty-free, worldwide, non-exclusive, transferable and sub-licensable right and license to copy, reproduce, modify, display, translate, transfer, implement, exploit, distribute, communicate to the public and otherwise use (subject always to Data Protection Legislation) such Member Data to: (a) perform the Services and (b) conduct any promotional activity or adverts, on social media or public displays to promote the Services.
18.5 Any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts, feedback or other written materials which a Member or User submit or communicate to GS1 UK in relation to the Services (“Developments”) shall be the sole and exclusive property of GS1 UK and the Member hereby assigns to GS1 UK, and shall procure that a Member or User assigns to GS1 UK, with full title guarantee by way of present assignment of future rights and free from all third party rights, all such Intellectual Property Rights contained in any Developments.
18.6 Where a third party alleges to the Member that the Member Data and/or the Services infringes their rights (“Third Party Infringement”), the Member must:
18.5.1 immediately inform GS1 UK in writing of such claim;
18.5.2 make no admission or settlements without GS1 UK’s prior written consent;
18.5.3 provide all necessary assistance and information that GS1 UK may require; and
18.5.4 allow GS1 UK complete control over the litigation and settlement of any claim.