10 Intellectual Property

10.1 In this clause 10 (and if used elsewhere in this Agreement): Marks means “Little Tickets” and/or any other name, mark, brand, logo or design owned by Little Tickets (or its licensors) and/or featured in, or associated with, any of Little Tickets’ products, materials and/or services; and Little Tickets IPR means any and all IPR subsisting in or in relation to the Website, the Marks and/or any software, systems and/or equipment Little Tickets uses to provide the Service or the Deliverables.
10.2 You hereby agree:
(a) all Little Tickets IPR shall remain the exclusive property of Little Tickets and/or its licensors;
(b) All intellectual property rights (IPR) in or arising out of or in connection with the Services (other than IPR in any materials provided by you) shall be owned by Little Tickets;
(c) not to interfere with any of the Marks and/or proprietary notices contained within our Website;
(d) not to do (nor cause to be done) anything contesting or in any way impairing (or tending to impair) any of Little Tickets’s (or its licensors’) right, title or interest in or to any Little Tickets IPR; and
(e) to notify us promptly on becoming aware of any unauthorised use of the Website or the Services by any person.
10.3 Upon payment of the applicable Charges, we grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Deliverables (excluding materials provided by you).
10.4 You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify Your Content for the term of the Agreement for the purpose of providing the Services to you.
10.5 To the extent that the Deliverables are to be produced in accordance with Specifications supplied by you, including the use of Your Content, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Specification or Your Content by us or by any of our employees, officers, suppliers, agents or contractors. This clause 5 shall survive termination of the Contract.
10.6 All rights not expressly granted to you under the Agreement are reserved to Little Tickets (or its licensors, as applicable).