Flare Studio
Confidentiality Terms

 

  1. Background
  2. This platform is operated by Flare Studio and used by clients of the Omnicom network of agencies (each a “Client”) to source content for use in their advertising. In these Confidentiality terms, “we”, “us”, “our” can mean Flare Studio and/or the Omnicom agency whose client is seeking to source content via the platform.
  3. In some circumstances, the brief or other information posted on this platform (including but not limited to the budget or treatment) may be confidential to us and/or our Client. In those circumstances we will indicate that the brief or other information and/or documents to be provided are confidential.
  4. In downloading or accessing any brief or other information which is identified as confidential, you agree to the terms set out in these Confidentiality Terms.
    1. Example 4.1.
  5. The Confidential Information may only be used for the Purpose. In these Confidentiality Terms:
    1. “Purpose” shall mean the purpose of considering or responding to the relevant brief and, as relevant, producing the relevant treatment, budgets or content.
    2. “Confidential Information” shall mean the brief and any information which is expressed to be confidential together with all information of whatever nature and in whatever form, format or medium, relating to us, or the Client, whether or not such information is marked as being confidential or proprietary and which is, by its nature, confidential. Confidential Information will not include information which: (a) at the time of receipt is in the public domain; (b) subsequently comes into the public domain through no fault of you, your directors, officers, employees or agents; (c) you can prove was already in your possession at the time of disclosure to you and was not obtained directly or indirectly from us or our Client; or (d) you can prove has been lawfully received by you from a third party on an unrestricted basis without breach of any confidentiality provisions.
  6. You acknowledge and agree that all Confidential Information made available on the platform or otherwise disclosed to you by us, the Client by a third party on our (or the Client’s) behalf is confidential and proprietary to us (or our Client) and that you are bound by a strict duty of confidence in relation to that Confidential Information.
  7. In consideration of us disclosing the Confidential Information to you, you undertake that you shall:
    1. ensure that the Confidential Information remains confidential at all times and is kept secure and protected against theft, damage, loss or unauthorised access;
    2. not at any time use, disclose, exploit, copy or modify any of the Confidential Information other than as necessary in connection with the Purpose;
    3. keep the Confidential Information physically separate from your own information (and any third party’s information held by you);
    4. not use, reproduce, translate or store any of the Confidential Information in any externally accessible computer or electronic information system;
    5. not remove any proprietary notices of either us or our Client(or our or their customers or suppliers) embodied in the Confidential Information; and
    6. not, without our prior written consent, disclose to any person the Confidential Information nor the fact that you have received the Confidential Information.
  8. You may disclose the Confidential Information only to those of your directors, officers, employees or professional advisers who reasonably need access to the same for the Purpose, and only on the basis that you ensure that your directors, officers, employees and professional advisers are made aware of and agree to comply with the confidentiality obligations set out in these Confidentiality Terms.
  9. Nothing in these Confidentiality Terms shall be deemed to grant you any licence or rights with respect to the Confidential Information, nor shall it create any obligation on us to disclose to you any of our Confidential Information. Neither we nor our Client make any representation or warranty and accept no liability in respect of the accuracy, completeness or usefulness of any of the Confidential Information.
  10. On our request, you shall, in accordance with our instructions, return to us or destroy all of the Confidential Information then in your possession or control and you shall not retain any copies of the same.
  11. You will notify us promptly if you become aware of any unauthorised disclosure, misuse, theft or other loss of the Confidential Information, whether inadvertent or otherwise.
  12. The use and/or disclosure of the Confidential Information shall not be a breach of these Confidentiality Terms if and to the extent that such disclosure is required by law, regulation or order of a competent authority, provided that we and the Client are given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
  13. The confidentiality obligations contained in these Confidentiality Terms, shall continue for such time as the Confidential Information remains confidential.
  14. You shall be liable for and shall indemnify us and the Client against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by us or the Client which arise out of or in connection with, directly or indirectly, any breach of these Confidentiality Terms by you, your directors, officers, employees or professional advisers, including without limitation any losses or expenses arising out of any third party demand, claim or action (including any claim alleging infringement of third party rights).
  15. You acknowledge and agree that a breach by you of these Confidentiality Terms may result in irreparable and continuing damage to us or the Client for which there may be no adequate remedy at law, and that in the event of any actual or threatened breach, we or the Client shall be entitled to apply for injunctive relief and such other and further relief as may be appropriate.
  16. The failure by either us or our Client to enforce or exercise at any time or for any period of time any term of or any right pursuant to these Confidentiality Terms does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect our or the Client’s right later to enforce or to exercise it.
  17. If any provision of these Confidentiality Terms is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Confidentiality Terms and shall in no way affect the legality, validity or enforceability of the remaining terms.
  18. You acknowledge these Confidentiality Terms are for the benefit of both us and our Client. You acknowledge that our Client shall be entitled to enforce their rights under these Confidentiality Terms against you. In all other circumstances, the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded from these Confidentiality Terms. We and you acknowledge and agree that no consent is required from the Client to amend these Confidentiality Terms, whether or not such amendment effects the rights of the Client. Any valid alteration to or variation of these Confidentiality Terms must be in writing and signed on behalf of each of us and you.
  19. These Confidentiality Terms are governed by the laws of England and Wales and each party submits to the exclusive jurisdiction of the English courts to resolve any dispute arising hereunder.
  20. Flare Studio is a trading name of Turbella Limited, a company within the Omnicom group of companies, registered in England under number 10363883, with its registered office at 85 Strand, London WC2R 0DW.