Terms and Conditions: licensing of rights managed image material

§ 1 Scope
1.1 For the business relationship between Juniors Bildarchiv (hereinafter: "JUNIORS") and its customers, the following General Business Terms and Conditions (hereinafter: "Terms and Conditions") exclusively apply upon submission of the customer’s order unless the parties agree something different in writing.

1.2 Differing, contrary or supplementary terms and conditions in the customer’s Terms and Conditions only become part of the contract if and to the extent that JUNIORS specifically agrees to their validity in writing. Contrary terms and conditions in the customer’s Terms and Conditions are expressly contradicted.

1.3 The term "rights managed image material" in the meaning of this Terms and Conditions includes all visual representations that are created optically, digitally, or in another manner and are displayed or recorded in a physical or non-physical form on a medium (e.g. photographs, graphics, illustrations, drawings, paintings, moving images), that are usable on the basis of an licence model strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on the Invoice and according to the provisions set forth in this Terms and Conditions.

§ 2 Subject matter of the contract

2.1. JUNIORS offers, against payment, the licensing of rights of use to rights managed image material.

2.2. The image material is not sold to the customer by JUNIORS. According to the provisions set forth in this Terms and Conditions and the kind of usage specified on the invoice, the use of the image material is licensed. Fees for this license depend on the nature of the rights granted.

§ 3 Extent of licensing rights

3.1 The customer acquires a non-exclusive (unless otherwise specified on the invoice), non-transferable and non-sub-licensable right to reproduce and utilise the selected image material limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on the invoice.

3.2 Any type of use beyond that specified on the invoice is expressly prohibited. JUNIORS reserves all rights not specifically granted to the customer.

§ 4 Limitations of use

4.1 The customer is prohibited from giving away, selling, renting or otherwise ceding under sub-licences to third parties, any rights granted under this Terms and Conditions.

4.2 The customer is prohibited from utilising the licensed image material in any other way or print run than specified on the invoice. Any other usage or additional print run has to be approved and invoiced by JUNIORS in advance. Use of an image in a manner not specifically authorized by JUNIORS constitutes copyright infringement.

4.3 The customer is prohibited from utilising the licensed image material in collaboration with third parties or from constructing a network of servers with or without a central site, which enables access to the image material by third parties, or from making the image material accessible or publicly available online in a downloadable form.

4.4 When inserting the licensed image material into digital or electronic material, particularly websites, multimedia presentations and CD-ROMs, the image resolution may not exceed 640 x 480 pixels (72dpi). Furthermore the type of insertion of the image material in the overall design must make it clearly recognisable that it may not be downloaded or copied by third parties.

4.5 Use of the licensed image material is not permitted as part of a brand and its use must not violate trademark rights or other intellectual property rights of third parties.

4.6 The licensed image material or parts of it, particularly with respect to personal rights of persons depicted and other intellectual property rights of third parties in depicted motifs, are not to be used in a pornographic, defamatory, libellous or otherwise illegal manner, either directly or indirectly or in combination with other materials. In the event of intended use of the image material with morally questionable topics such as drugs, or physical and moral cruelty, AIDS, cancer or other serious physical or mental infirmity, as well as slander of a person or matter, the customer must obtain a written approval from JUNIORS in advance.

 

§ 5 Payment conditions

5.1 The license fee depends on the nature of the rights granted as defined in § 3. Unless otherwise agreed the license according to the invoice is granted as soon as the payment is received. Any prior use is prohibited and constitutes a breach of this Terms and Conditions. In case that the customer does not fulfil the obligation of paying its invoice despite of a reminder JUNIORS is permitted to withdraw the license which would otherwise be active after receipt of payment.

§ 6 Damages

6.1 The customer is obliged to release and indemnify JUNIORS from all damages and liability claims by third parties arising from use of the image material that does not comply with provisions of this Terms and Conditions.

6.2 Damage liability, including liability for faults on the part of JUNIORS is excluded in the event of slightly negligent violation of duties, to the extent that these are not in respect of significant contractual duties, damages due to injury to life, body and health, guarantees pursuant to § 443 BGB (German Civil Code) or claims under product liability law. Insofar as JUNIORS is liable due to slightly negligent violation of a significant contractual duty, the liability is limited to damages that are foreseeable under typical contractual circumstances. In any event, the limit of liability of JUNIORS shall be the fee paid for the particular license.

6.3 Insofar as damage liability is excluded or limited, this also applies to the personal liability of employees, colleagues, representatives and vicarious agents of JUNIORS.

6.4 JUNIORS has a right to object on the basis of contributory negligence. The customer is specifically obliged to secure data and protect it from viruses according to the current state-of-the-art.

6.5 JUNIORS is not liable for the functional capability of data networks or data lines to its data centre, or for energy cuts or failure of networks or servers, insofar as JUNIORS has not caused the functional impairment or failure through intent or gross negligence.

6.6 Subject to the above provisions, JUNIORS is not liable for:
- the licensed image material being marketable or suitable for a specific purpose;
- the availability of the required permits for the respective use of the image material, as may be necessary for the depiction of persons, works of art or architecture, as well as for other image material, to the extent that it affects names, companies, brands or other intellectual property rights of third parties. The customer bears the sole responsibility for obtaining the required permits for the relevant use of the image material.

§ 7 Duration and termination of the licence

7.1 The licence of use is granted for the usage and period of time as specified on the invoice. Upon the completion of the licensed use the customer has to erase or destroy all reproducible copies of the image.

7.2 JUNIORS has the right at any time to terminate the licence of use for an important reason. An important reason exists in particular if the customer violates the conditions of use defined in §§ 4 and 5 or, despite a reminder with setting of a grace period, does not fulfil the obligation of paying any licence fees. In case of termination of the licence, the customer is obliged immediately to cease utilising the image material, to erase completely the digital image material from his data carriers and to return to JUNIORS any data carriers that have been provided.

§ 8 Final provisions

8.1 This Terms and Conditions and all legal relationships between JUNIORS and the customer are subject to the law of the Federal Republic of Germany, to the exclusion of German international private law and the UN Convention on Contracts for the International Sale of Goods.

8.2 The place of performance and exclusive jurisdiction for all claims in connection with the legal relationships between JUNIORS and the customer is the nearest court to the address of JUNIORS. Notwithstanding this, this shall not preclude JUNIORS from reserving the right to resolve a dispute in another competent jurisdiction.