I- Preamble - Definitions
I.1) Pursuant to the terms of this Agreement, the notion of a photograph is defined as "any document reproducing an image in analogue or digital media or any other media subject to the evolution in the technique". The borrowing and leasing company is refereed to as the Customer. The borrowing company is refereed to as the Agency.
I.2) Lawful use by the Customer must comply with the following conditions, as well as full payment of the fees invoiced by the Agency and conformity of the use with prior request.
I.3) Registration of the Customer on the Agency's internet site and/or a quote request and/or a photograph order entails adherence to the present Terms and Conditions which may be consulted on the Agency's website.
I.4) This Agreement is expressly subject to the provisions of the Intellectual Property Code.
I.5) The photographs made available by the Agency, in digital format, are the property of the author and his or her heirs and assigns. The Customer may only acquire reproduction and/or representation rights. These photographs may not be sold but may only or exclusively be rented or lent for use.
II - Terms and conditions for formation of the agreement
II.1) Availability of the Photographs to the Customer
II.1.a Grace period:
During the rental grace period, the digital photographs in (approx.) 800x600 pixel format shall only be made available to the Customer for consultation, and shall exclude any use thereof. This period shall be 30 days from the date of download or sending of the images. Availability is made free of charge.
II.1.b Destruction of files at the end of the grace period
Following the grace period in the absence of use and exploitation and assignment of rights, the Customer undertakes to destroy the 800x600 pixel digital files.
II.1.c Delivery of high definition files
Subject to the provisions of article II. 2 of the present Terms and Conditions, the Agency shall provide the images to the Customer in high definition file format by the technical means defined with the Customer.
Delivery by download, email or by any other electronic means shall be free of charge. Delivery on a physical medium and/or by mail at special rate will be invoiced to the Customer in the form of shipping rates, except by prior agreement between the Agency and the Customer.
II.2) Request for use authorisation for the purpose of reproducing and/or representing the photographs with assignment of rights.
The Customer shall send to the Agency, in the absence of other agreements or practices arising from usual professional relations, a request for authorisation to use and/or represent the entrusted photographs that the Customer has selected and chosen. This request must include all the legal information enabling legal identification of the co-contracting party (legal form, capital, registered head office, registration with the Register of Trade and Companies). It must imperatively contain all useful information regarding the extent, type and context of the contemplated use:
- Type and extent of use: type of medium, use format, medium format, printing, date of each appearance or representation, duration, geographical establishment or place of distribution, if any, form of the interpretation (e.g.: special colourisation, converting to black and white).
- Context of use: name of the final user, places of distribution, if any, name of each medium, name and type of product, service or subject to treat, accompanying captions or text and any other useful information concerning the technical reproduction methods enabling the Agency to assess the extent of the requested authorisation.
II.3) Acceptance of the authorisation request and assignment of the reproduction or representation rights:
II.3.a. Terms and conditions of acceptance:
On receipt of the request for authorisation the Agency shall send an estimate and/or invoice specifying the payment conditions, and depending on the Photograph selected, the indicated use and context, the amount of the fees, any added value, corresponding obligations or restrictions, as well as the amount of the administration costs.
The authorisation shall be expressly subordinated to payment of the reproduction and/or representation rights, within the time limit indicated on the invoice. Any reproduction and/or representation of any nature, in the absence of full payment or in the case of partial payment, shall give rise to damages and constitute infringement. Any reproduction and or representation of any nature that does not comply with the authorisation conditions given based on the information provided by the Customer in accordance with the provisions of article II 2 hereinabove, shall constitute infringement and give rise to damages which may not be less than five times the basic fee for an isolated first use.
II.3.b. Limitation on the reproduction and/ or representation authorisation:
- The Agency shall inform the Customer, if required, of any use restrictions on the photographs for which the rights are assigned. Information concerning the restrictions shall necessarily be subordinated to the Customer providing all of the useful information specified in Article II-2.
- If the said information is not provided by the Customer or if the information is inaccurate, the Customer alone shall be liable for violation of the restriction.
Absence of exclusivity
- The assignment of reproduction and/or representation rights shall not be exclusive. Exclusivity shall result only from a specific written agreement and shall entail the payment of fees due for such exclusivity, separate and distinct from the basic fees.
The information contained in the IPTC fields of the images or sent following a request is only a guide. The Agency cannot be held accountable in case of errors in specific or geographical determinations. The validation of the published information shall remain the responsibility of the Customer only.
II.4) Conditions connected to reproduction and/or representation
II.4.a. Legal conditions:
Signature and mandatory references: the signature of each reproduction, representation or interpretation is a legal reference, regardless of the form, importance or confidential nature of the use. The accurate and complete reference to the name of the author and the name of the Agency must appear legibly, on or beside each reproduction or representation. The absence of signature, an error in signature or a non identifiable grouped signature shall give rise to payment of damages at least equal to the fee amount invoiced.
II.4.b. Contractual conditions - Mandatory provision of proof:
The Customer shall provide, free of charge, full proof in original copies of the documents that have been published or reproduced, that must arrive to the Agency within 15 days following publication. In the case of electronic use, the Customer shall provide the address of the site, the internet link and a screenshot.
II.4.c. Sanction for non compliance with the legal and contractual conditions:
II.5) Destruction of the digital files after reproduction and/or representation
Any new use of the photographs, regardless of the medium, must be covered by a request for use authorization and payment of the associated fees. Non compliance with this clause shall constitute infringement in accordance with the provisions of Article II 5 of these General Conditions.
Any alteration (touch up, re-centring, silhouetting, photomontage) of any nature whatsoever is prohibited without prior written consent from the Agency. Non compliance with the prohibition or prior authorization shall constitute infringement and give rise to damages in accordance with the provisions of Article II-3.a. of these General Conditions.
In the case of complete or partial cancellation by the Customer of the request for authorisation for the reproduction and/or representation of the photographs after issuance of the invoice and/or accepted quote, the Customer shall be liable for a lump sump amount calculated as follows:
- If the cancellation occurs within 7 days after receipt of the high definition images, 0% of the amount of the invoice excluding tax.
- If the cancellation occurs between the 7th and the 15th day after receipt of the high definition images, 10% of the amount of the invoice excluding tax.
- If the cancellation occurs between the 16th and the 30th day after receipt of the high definition images, 50% of the amount of the invoice excluding tax.
- If the cancellation occurs after the 30th day, 100% of the amount of the invoice excluding tax.
II.8) Iconographical research costs - Digitisation costs - Duplication costs
Special requests by the Customer, particularly concerning iconographical research, digitisation work and duplication work shall be subject to a separate invoice and distinct from the amount of the fees and administration costs.
II.9) Rights of the third parties and property represented
The agreement, correspondence and invoices shall mention the restrictions and/or necessary prior authorisations and/or the distinct rights of the third parties or property that is represented, and it is the responsibility of the Customer to fully respect these.
These restrictions, authorisations or rights shall be given based on the precision of the information provided by the Customer regarding the contemplated use and context of the exploitation. The Customer is solely and exclusively responsible to the holders of the representative rights and alone shall be reliable for any consequence of any claims made by the owners of the rights.
II.10) Jurisdiction clause
The Agency and the Customer hereby expressly confer jurisdiction on the Tribunaux de Paris.
The Customer shall maintain the right to access, modify or destroy his or her personal data (French "Informatique et Libertés" law of 6 January 1978). Contact: mailto:firstname.lastname@example.org. Personal data shall be treated confidentially and will not be divulged to any third parties.
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