Data Ownership and Intellectual Property Rights Addendum
This appendix is an integral part of and is hereby incorporated by reference into the Agreement between Amaral Ltd. (“Amaral“) and the Customer (“Customer“, “Agreement“). It delineates the respective rights and obligations of the Parties concerning the ownership, use, and protection of various data types as defined herein.
- Definition
- Amaral Data – all data owned or licensed by Amaral, including but not limited to the Amaral Tools (as defined below), its underlying technology, algorithms, system data, and aggregated anonymized data.
- Amaral Tools – all methodologies, workflows, processes, templates, know-how, and other proprietary materials and tools developed by Amaral in the course of providing the Services but specifically excluding any work product specifically developed and prepared for the Customer under the Agreement.
- Customer Data – means all data, information, content, and materials provided by the Customer to Amaral or collected by Amaral on behalf of the Customer. This includes any Personal Data or other data types as defined in this Addendum.
- Third Party Data – Data sourced from third party providers, which shall be used or processed within the Amaral Services. The rights to this data are governed by the respective third-party agreements.
- Personal Data – means any data that identifies, relates to, describes individual as defined in the DPA.
- Final Deliverables – all reports, analyses, presentations, templates, instructions, and other work product and materials prepared by Amaral in the course of providing the Services.
- Data Ownership
- The services provided by Amaral shall involve the use, creation, and processing of different categories of data, which shall vary depending on the specific nature of the services and/or project. For clarity of ownership and rights to such data, the Parties agree to be governed by the following classifications:
| Category | Description | Ownership/Part of |
| Received Materials | Documentation and files, including all digital and physical forms, delivered by the Customer. | Customer Data |
| Deliverables (Work-Created Materials) | All documentation, analyses, interview transcripts, summaries, and recording (audio, video, written, or illustrated data) generated by Amaral personnel during the client project learning and execution phase, utilizing information gathered from client resources. | Materials created and delivered specifically for the Client as part of the service agreement (e.g., final reports, interview summaries, recordings), which include content provided by the Client – Customer Data The formats, templates, structural design, and methodologies used to create the Final Deliverables developed by Amaral (and are not specifically created for the Client) – Amaral Data. |
| Support Materials | Supporting assets created in Amaral’s information system which assist in the creation of the final Deliverable. | Amaral Data |
| AI Training and Application | Output and work products created by Amaral’s operation of AI systems and algorithms, provided that the final deliverables of the AI do not contain or incorporate any Customer Data. | Amaral Data |
| Continuous Improvement | Information accumulated by Amaral to improve performance, research and innovation or operational efficiency in similar and future projects. | Amaral Data |
- License to Customer and Usage Restrictions
- The Customer acknowledges that all Amaral Data is the sole and exclusive intellectual property of Amaral. Nothing in this Agreement shall be construed as a transfer of ownership of any Amaral Data to Customer, and Amaral Tools shall remain the sole and exclusive property of Amaral, and nothing herein shall be construed as a transfer of ownership of such Amaral Data, even if they are used with, or incorporate, Customer Data.
- Limited License. Subject to the terms and conditions of this Agreement, Amaral grants the Customer a non-exclusive, non-transferable, irrevocable license for the Term of this Agreement, to access and use the Amral Tools solely as necessary to receive the Services. This license is limited to the Customer’s internal business purposes only.
- Restriction on Customer Usage. The Customer shall not:
- License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit any Amaral Data, Amaral Tools, or Deliverables (excluding the incorporated Customer Data) to any third party.
- Modify, adapt, translate, reverse engineer, decompile, or disassemble the Amaral Tools, the underlying technology, or any element of the Services.
- Attempt to gain unauthorized access to the Services or its related systems or networks.
- Use the Amaral Tools or Deliverables to develop a competing product or service or for any illegal purpose.
- Disclose the terms of this license or the pricing of the Services to any third party without Amaral’s prior written consent.
- The Customer’s right to use the Deliverables is restricted to the internal business purposes of the Customer only, and the Deliverables (excluding the incorporated Customer Data) remain the sole and exclusive property of Amaral. Amaral shall be entitled to use and modify the Deliverables (excluding any Customer Data) for its own business purposes, including, but not limited to, for the provision of services to other Customers.
- Customer Data Ownership and Amaral’s Limited License
- Amaral shall use its data for any lawful purpose, including, but not limited to, improving the Services, developing new products, analyzing usage trends, for internal business purposes, and to provide services to other Customers.
- Customer shall retain all rights, title, and interest in and all Customer data, and nothing in this Agreement shall be construed as transferring any ownership rights of the Customer Data to Amaral. The Customer grants Amaral a limited, non-exclusive, non-transferable right to access, process, and use Customer Data solely for the purpose of providing the Services as defined in the Agreement. Furthermore, Amaral shall use statistical and Anonymized Data for the purposes of improving its services, developing new products, and for general business analytics, provided that such data does not identify the Customer. Amaral shall not use, sell, or disclose the Customer Data for any other purpose without the Customer’s prior written consent, except as required by law.
- Third Party Data Usage
- The Customer acknowledges that Third Party Data is provided “as is” and “as available”. Amaral makes no representation or warranty whatsoever regarding the accuracy, completeness, currency, legality, or suitability of any Third-Party Data.
- The Customer shall access and use the Third-Party Data strictly in accordance with the terms and conditions set forth in the relevant third-party agreements and licenses, which the Customer confirms it has reviewed and accepted.
- The Customer shall indemnify, defend, and hold harmless Amaral against all claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising out of or related to the Customer’s breach of any third-party agreement governing the use of the Third-Party Data.
- Personal Data
- The Parties acknowledge that all processing of Personal Data under this Agreement shall be governed by a separate Data Processing Addendum, which is hereby incorporated by reference and forms an integral part of this Agreement. In the event of any conflict between the terms of this Addendum and the DPA regarding Personal Data, the terms of the DPA shall prevail.
- Miscellaneous
- Governing Law. This Appendix shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Agreement. Any legal action or proceeding arising out of or related to this Appendix shall be brought exclusively in the court specified in the Agreement.
- Entire Agreement. This Appendix together with the Agreement, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both oral and written, between the Parties.
- Severability. If any provision of this Appendix is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Appendix will remain in full force and effect.
- Amendments. This Appendix shall not be amended, modified, or supplemented except by a written agreement executed by an authorized representative of each Party.
