greenie-images license agreement please read this agreement

greenie-images license agreement
please read this agreement carefully! the
following greenie-images license agreement
provisions (“gil”), the content-specific invoices
and the content-specific online site under
www.greenie-images.com for the relating
licensed content jointly regulate your access
and the use of all materials (hereinafter
generally referred to as “content”) which
greenie-images provides its customers. all of
which constitute a binding contract (“contract”)
between you and greenie-images. the latter
shall be deemed to be agreed when you
procure, use or pay for any and all products or
services of greenie-images. if you disagree with
the provisions of this contract, please refrain
from procuring or using any content of greenieimages! any deviating terms and conditions of
the customer are hereby contradicted. in the
scope of a continuing business relationship,
these gil shall also apply to all future orders,
offers, deliveries and services by greenieimages, even if they are not expressly included
therein.
1. definitions: any and all terms separately
identified in this contract as “definition” are
defined in art. 24 or in the relating articles of
these gil.
2. contractual parties: this contract shall be
binding between greenie-images and the
customer. “customer” is either (a) the natural
person for whom a greenie-images account is
registered and who concludes this contract in
his/her own name or to whom the licenses
below are granted or (b) if the registered person
enters into this contract for his/her employer or
other third parties (contractors / principals) or if
the licenses should be granted in favour of or in
the name of his/her employer or contractor /
principal, then it is this person’s employer
and/or the contractor / principal; if the registered
person enters into this agreement or acquires
the licenses, as described above, on behalf of
third parties, that person will assure that a)
he/she is authorised for that purpose by his/her
employer and/or contractor / principal, (b) only
the relating employer and/or contractor /
principal will have the right to use the content
and the end product; that he/she will not use
the content or the end product for any other
natural or legal person unless he/she has
obtained a separate license from greenieimages for such purpose. moreover, the
registered person assure that he/she or his/her
employer and/or contractor / principal will also
be bound by this contract, if they use the
assistance of employees or agents of greenieimages for registration or licensing.
3. grant of licenses: (a) general: the grant of
any and all licenses by greenie-image shall be
subject to the following conditions (a) the
compliance with all provisions of this contract
by the customer and (ii) the receipt of the
complete payment by greenie-images as
disclosed in the invoice. any and all licenses
granted hereinafter and the right for use will
immediately become null and void if the
customer fails to comply with / fulfil the
essential provisions of the contract (cardinal
obligations). if the invoice is not paid when it
falls due, greenie-image shall have the right to
immediately terminate the contract for an
important reason. greenie-images shall be
entitled to assert any and all claims arising from
copyright and other laws. (b) greenie-images
will remain the sole owner of any and all rights,
unless such will be transferred after this
contract. unless otherwise provided for in the
invoice, the right of usage of the relating
chargeable content will be limited to one year,
starting at the date of the invoice. the customer
shall not be permitted to distribute, publish or
use in any other way the content as well as the
end product after the expiration of the contract,
unless expressly permitted on the invoice of the
relating content.
(c) trial content: greenie-images will grant the
customer, according to this contract, the right to
use trial content to internally audit whether
chargeable content should be acquired. no
other use shall be permitted. the trial content
license will end sixty days after the download or
receipt, unless otherwise provided for in the
invoice. if the customer fails to receive/obtain a
licence against or without payment after the end
of the sixty day period, any and all copies of the
trial content shall be destroyed and the
customer shall refrain from any other use. (d)
user group: any and all rights granted according
to art. 3 of these gil shall be restricted, nontransferable and no sub-licenses may be
granted thereon, unless otherwise provided for
in the invoice. the customer is the only person
allowed to use the content and the end product
for its own purposes. employees and
contractors of the customer may use the
content for the planned design of the end
product, if they have agreed to comply with the
contract and if the customer is liable for each
infringement of the provisions of this contract
committed by those persons. the customer shall
not be permitted to reproduce, sell, lease, lend,
give away, sub-license or transfer the content in
any other way, unless expressly otherwise
agreed.
4. property rights and intellectual property. any
and all copyrights, patent and trademark rights
as well as business secrets to the content
remain with greenie-images and the other
beneficiaries of the content. this only excludes
the restricted usage rights as described in this
contract. any right, any property or other legally
relevant position arising from the change or
advanced development of the content, will only
entitle to the use of a content as permitted
above. the customer will not acquire a copyright
or other right to a content or to any other
property of greenie-images or the other
beneficiaries when greenie-images grants a
license. the customer grants greenie-images
the right to use its end product in screen
displays and presentations for marketing
purposes, free of charge, to demonstrate how
the customer has used the content.
5. warranty and disclaimer: (a) in the scope of
the restrictions and limits of this contract,
greenie-images declares that (i) according to its
knowledge, and subject to art. 10 hereof, the
content as it will be made available hereinafter
and based on the contract does not infringe
copyrights, trademarks, general personal rights
or other third party rights, unless expressly
otherwise provided for; (ii) greenie-images is
entitled to grant to the customer the rights
mentioned below ; and (iii) the digital copy of
the content which greenie-images will make
available to the customer, will be free of
obvious material-related faults and damage
caused by processing for up to 90 days from
the delivery. the legally specified period shall
apply to non-obvious errors. no liability will be
accepted for errors in the content. if the content
is non-usable/useless due to a material defect
or a damage caused by processing, the
customer may request a subsequent delivery or
withdraw from the contract if the subsequent
delivery is unsuccessful. greenie-images’ right
to reject a subsequent delivery in individual
cases due to unreasonableness and to
withdraw from the contract shall remain
unaffected thereby. in such an event, greenieimages will reimburse the payments made,
unless the customer has already used the
content. any further damages shall be
excluded. apart from the regulation above,
greenie-images will make all efforts to use the
correct image captions and legends, may,
however, not accept any guarantee, apart from
the warranty as defined in this articles, that
information about the image captions/legends
are correct.
greenie-images will provide the customer –
without any type of warranty – with its online
system, is will, in particular, not accept any
liability for the permanent access, the
accessibility or service faults. b) greenie-images
will accept no warranty and will not be liable for
any other reasons for claims of third parties
arising from the use of the content by the
customer, (aa), if the content was changed by
the customer; (bb) if the customer combined the
content with other contents, products, texts,
content matters or materials; cc) for the
concrete use of the content, unless the
customer was expressly authorised for such in
writing; (dd) if the customer uses the content
prior to the effectiveness of the relating content
license. apart from the statements above,
greenie-images
will
not
make
further
representations,
guarantees
or
other
statements on the properties of the content, the
online offers or their usability, both expressly
and implicitly, neither for itself nor for third
parties. any agreement deviating herefrom,
shall be made in writing.
6. limitation of liability: greenie-images,
employees, licensors or licensees as well as
other partners shall, for all legal and contractual
liability cases, only be liable in the event that
the damage was caused by intent and gross
negligence,
unless
material
contractual
obligations or cardinal obligations are affected.
greenie-images’ liability shall be limited to
foreseeable
damage.
any
liability
for
consequential damage or indirect damage shall
be excluded. if a case of liability occurs, the
liability shall be limited to 10 times the charge
which the customer paid to greenie-images for
rendering its services, for each case of damage
associated with the services. this limitation of
liability shall not apply if legal representatives of
greenie-images or officers are found guilty of
intent or gross negligence. greenie-images,
employees, licensors or licensees as well as
other partners will not be liability for the type in
which the material is used by the customer,
unless the customer is expressly authorised by
greenie-images for such purpose.
7. release of greenie-images by the customer.
the customer agrees to release greenie-images
and any and all other beneficiaries of the
contents, employees, licensors or licensees and
other partners of greenie-images of any type of
liability arising from any and all claims of third
parties, including claims for liability, claims for
damages, claims from legal decisions,
settlements, charges and expenses, including
reasonable/justified court and out-of-court
charges and expenses/costs, which arise (i)
from the infringement of the provisions and
restrictions of this contract, in particular the lack
of the source citation according to art. 19 of
these gil by the customer; (ii) from the type of
use or change of a content or the combination
of a content with a text or any other content by
the customer; (iii) from the customer’ failure to
obtain the permit required to use the content
from third parties (see art. 10 of these gil); (iv)
from the use of the content when greenieimages has informed the customer prior to the
start of the term of the license that it is nonlicensable or non-usable; and (v) from any other
actions or omissions by the customer or its
employees/staff
members,
providers/
contractors
/
suppliers,
employers,
representatives,
principals
/
customers,
managing directors / principal or users which
are in violation of the contract or the law.
8. release of the customer by greenie-images.
greenie-images will release the customer from
any type of liability arising from any and all
claims, including claims for liability, claims for
damages, charges and expenses, including
reasonable/justified court and out-of-court
charges / costs which the customer
incurred or incurs from or due to an
infringement of the provisions of art. 5 and for
which greenie-images is responsible. the
limitations of liability according to art. 6 of these
gil shall be applicable. this obligation will be null
and void if the customer has failed to inform
greenie-images in writing about the claim within
a reasonable period, however in no event later
than thirty days after the customer has become
aware of such a claim for damages, and if the
customer failed to grant greenie-images the
right to defend or the right to control the
defence against such a claim. this restriction
shall not apply to claims which greenie-images
asserts towards the customer according to art.
8 of these gil.
9. ban on usage and contractual penalties. the
content may not be used as a trademark, for
pornographic or illegal purposes. moreover, the
content must not be used to defame third
parties or to infringe the right of protection of
privacy of any person, their right of publicity or
their personal copyright / personality right as
well as any other copyright, a trademark right of
a natural or legal person. apart from the rights
in the end product, the customer acquires no
rights (trademark rights, copyrights or others) in
the content itself. any unauthorised use of the
content may infringe copyrights or other relating
rights and entitles greenie-images to exercise
all rights and remedies according to the
copyright and other rights, including the
assertion of claims for damages toward all
users and beneficiaries of the relating content, if
such exceed the applicable contractual
penalties. in the event of an unauthorised use,
transfer, processing or reproduction of the
content provided by greenie-images, greenieimages reserves the right to request the
payment of a contractual penalty in the amount
of three times the royalties, in addition to the
payment of the usage charges from the
customer. the contractual penalty in the event
of an infringement of the duty to indicate the
source is provided for in art. 19 and deviates
from the provisions above. the assertion of a
claim for damages exceeding the one
mentioned above shall remain unaffected.
10. remuneration. the duty to pay for any and all
content
received
from
greenie-images
according to the provisions of the contract
applies irrespective of the actual use by the
customer (this shall not apply in the event of a
cancellation of the contract according to art. 15
of these gil). the duty to pay may also depend
on the actual use, according to the relating
invoices. in this case, the customer shall be
obligated to enable a verification of the actual
use by presenting the relating receipts. the
payment will fall due upon the end of the date of
maturity specified on the invoice or within 30
days from the invoice date. in the event of a
default, default interests of 8 percent above the
base interest rate of ecb will be charged.
11. taxes (charges): the customer shall be
responsible for filing the taxes and other public
duties arising in its company and will release
greenie-images from any and all claims in this
respect. any charge which might fall due in
connection with the use of a license will be
invoiced separately by greenie-images.
12. cancellation / termination / expiry: (a) by the
customer: the customer shall be entitled to
cancel its purchase order for a license towards
greenie-images within seven days after the
invoice date. in this event, a reverse transaction
charge will be invoiced in the amount of eur 80
per image. If the cancellation is made later than
seven days, however not prior to the end of 30
days after the invoice date, a cancellation fee of
50 % of the invoice total will be charged. after
the end of 30 days, the right of cancellation will
become null and void and the customer
shall pay the full invoice amount. in the event of
a cancellation, the customer will also pay all
service charges, production costs, service and
processing fees and dispatch / transport costs,
insofar as such have arisen for processing this
order. the relating licenses will expire
automatically upon receipt of the statement of
cancellation. a cancellation cannot be revoked.
(b) by greenie-images: greenie-images shall be
entitled to immediately terminate, in writing and
without notice, the contract concluded with the
customer and any and all license agreements, if
the customer infringes essential provisions
contained in the contract (cardinal obligations),
where no obligation to pay damages arises
towards the customer or other natural or legal
persons; (c) expiration of this contract, apart
from greenie-images’ option to terminate the
contract as mentioned above, the contract will
end upon the expiration of any and all licenses
which were granted with reference to this
contract.
13. copies: upon request, the customer will
provide greenie-images with a copy of any use
of the content, free of charge.
14. storage of the material: when the end
product is created in compliance with the
contract, the access to the content should be
limited to those persons who cooperate in such
creation of the end product. any use of any type
of the content or the content of the cancelled
license order shall be prohibited after the
termination and/or expiration of this contract
and/or the cancellation of a license; any and all
digital copies shall be deleted or destroyed
immediately. it is possible to retain one copy of
the product generated with the content for
internal evidence purposes.
15. precautions for the protection of the content:
if the use of a content is permitted on the
internet or in any other online medium or an
interactive medium, the customer shall make all
efforts to ensure that the contents is protected
against the reproduction by third parties. in the
event of a use of film material, the customer
shall make all efforts to ensure that the film
material remains in the production for which it
was licensed and may not be reproduced by
third parties in a sufficient quality.
16. copyright notes and source citation: if image
material is used for editorial purposes, the
customer shall indicate a note regarding the
copyright as well as the source on all publicly
distributed image material in the following
format: “© greenie-images.com” or as specified
on the content-specific websites. a failure to
indicate such note constitutes an infringement
of a material contractual obligation which
entitles greenie-images to an immediate
termination of the contract, without notice.
moreover – and irrespective of whether an
immediate termination is made or not – greenieimages shall be entitled to a contractual penalty
in the amount of three times the invoice total, in
addition to the regular remuneration. if the
image material is used for commercial
purposes, the obligation described above to
indicate the source shall apply as well, unless
this is uncommon in business transactions. any
omission to make this statement entitles
greenie-image to claim a contractual penalty in
the amount of twice the invoice total. in the
event of a use of film material where the
information about the copyright and source will
be specified in more detail in the invoice, the
information should be made in a form which is
customary
among
comparable
service
providers.
17. greenie-images trademarks: apart from the
source citation defined in art. 19, the customer
shall not be permitted to use the trademarks of
greenie-images without a prior written consent
by greenie-images.
18. choice of law and place of jurisdiction: this
contract shall be subject to the laws of the
federal republic of germany. the exclusive place
of jurisdiction shall be miesbach.
19. confidentiality: any and all information about
price lists and distribution / sales / marketing,
technical information and other confidential
information provided by greenie-images to the
customers in the course of this contract which
are either identified by greenie-images as being
confidential or which need to be treated
confidential by the customer in good faith, are
the exclusive property of greenie-images and
shall be protected as “confidential information”.
the customer undertakes to carefully maintain
this “confidential information”. “confidential
information” provided to the customer shall not
be used or disclosed to third parties, unless
otherwise specified.
20. survival of contractual provisions: the
provisions under art. 2, art. 3 (a), art. 4, art. 5,
art. 6, art. 8, art. 9, art. 10, art. 11, art. 12 and
articles 14 to 25 of these gil shall remain in
effect even after a termination or expiration of
this contract.
21. defined terms: (a) contract: means, in
general, the provisions contained (i) in these gil,
(ii) in the invoices/bills and (iii) in the contentspecific websites which become an integral part
of this contract by reference. (b) trial content:
licensed content provided free of charge which
will only be used for the customer’s internal
assessment in order to decide / determine
whether the content is useful for the usage
intended by the customer and which should, at
a later time, be acquired as content against or
without payment. (c) end product: the end
product which was created by using the
licensed content, under the exclusion of the use
of a trial content. (d) image material and film
material: all image or film clips as well as the
associated information material on any type of
medium which is received or made available
according to these provisions of greenieimages, including the associated meta data,
texts, subtitles or information.
22. miscellaneous: this contract provides for the
entire contractual relationship between the
parties with regard to the subject matter of this
contract and replaces all former and
simultaneous agreements. this contract may
only be amended by a written agreement. any
deviating statements of the customers made
orally or in writing on purchase orders or
comparable documents shall be insignificant
even if the purchase order or the comparable
document is confirmed by the signature of an
employee of greenie-images. if the performance
of any type of obligation of greenie-images
should be delayed by labour disputes, war,
government actions, acts of terrorism, flood,
fire, explosions, other forms of force majeure,
public enemies or other reasons which go
beyond greenie-images’ control, the period of
fulfilment shall be extended until the elimination
of the delay. if individual provisions of this
contract are or become ineffective, the validity
of the remaining provisions shall remain
unaffected. invalid provisions shall, by mutual
consent, be replaced by such which are
suitable to achieve the desired economic
purpose by taking into account the relating
interests. any and all rights and obligations
arising from this contract may not be transferred
or assigned to third parties, unless greenieimages grants its consent.