12. PROPRIETARY RIGHTS.
12.1 Yembo Platform. As between Yembo and Client, all right, title and interest in the Yembo Platform and any other Yembo materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Client regarding the Yembo Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Yembo or Yembo's licensors and providers, as applicable. Client hereby does and will irrevocably assign to Yembo all evaluations, ideas, feedback and suggestions made by Client to Yembo regarding the Yembo Platform (collectively, "Feedback") and all Intellectual Property Rights in the Feedback. Where the foregoing assignment is prohibited by law, Client hereby grants Yembo an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as Yembo may determine in its sole discretion. Client understands and agrees, however, that Yembo is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Client has no right to compel such use, display, reproduction, or distribution.
12.2 Client Data. As between Yembo and Client, all right, title and interest in the Client Data, belongs to and is retained solely by Client and its applicable Authorized Users. By posting, displaying, sharing or distributing Client Data on or through the Yembo Platform or by requesting Authorized Users to do so, Client hereby grants to Yembo a limited, sublicenseable non-exclusive, royalty-free, worldwide license to reproduce, display, publicly perform, distribute and otherwise use the Client Data, and perform all acts with respect to the Client Data as may be necessary for Yembo to provide the Services to Client, which may include display or distribution of such Client Data to users or subsets of users of the Yembo Platform. Yembo may modify, copy, translate or make any derivative works of Client Data in connection with its provision of the Yembo Platform as required to format such Client Data for presentation within the Yembo Platform, to analyze such Client Data for purposes of providing the Services, to continually improve the Yembo Platform and to develop new services and offerings. Client represents, warrants and covenants that it has acquired all necessary rights in its Authorized Users' Client Data to enable it to grant the foregoing rights.
12.3 Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, Yembo may monitor Client's use of the Services and use Client Data and other data and information related to such use, in an aggregate and anonymous manner, including to compile statistical and performance information related to Yembo Platform and its users ("Aggregated Statistics"). As between Yembo and Client, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Yembo. Client acknowledges that Yembo will be compiling Aggregated Statistics based on Client Data and information input by other customers into the Yembo Platform and Client agrees that Yembo may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Client or its Confidential Information.
12.4 Yembo Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Yembo, whether solely or jointly, including without limitation, in connection with Yembo's performance of the Professional Services hereunder, including (unless otherwise expressly set forth in an applicable Order Form) all Deliverables ("Yembo Developments") and all Intellectual Property Rights therein, shall be the sole and exclusive property of Yembo. Client agrees that, except for Client Confidential Information, to the extent that the ownership of any contribution by Client or its employees, consultants, contractors or agents to the creation of the Yembo Developments is not, by operation of law or otherwise, vested in Yembo, Client hereby assigns and agrees to assign to Yembo all right, title and interest in and to such Yembo Developments, including without limitation all the Intellectual Property Rights therein, without the necessity of any further consideration.
12.5 License to Deliverables. Subject to Client's compliance with these Terms, Yembo hereby grants Client a limited, non-exclusive, non-transferable license during the Subscription Term to use the Deliverables solely in connection with Client's authorized use of the Services. Notwithstanding any other provision of this Agreement: (i) nothing herein shall be construed to assign or transfer any Intellectual Property Rights in the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise ("Tools") used by Yembo to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Client, on the same terms as the Deliverables; and (ii) the term "Deliverables" shall not include the Tools.