Content Bill Agreement
GENERAL TERMS FOR THE USE OF CONTENT
of pewag austria GmbH, Gaslaternenweg 4, 8041 Graz, Austria
In the following referred to as the “Licenser”
the Receiver of such Content
in the following referred to as the “Licensee”
This Agreement governs the terms by which the Licensee obtains the right to use photographic, illustrations, animations, video, footage, and other media content (the “Content”) provided by Licenser, regardless of the form in which the Content is submitted to Licensee (e.g. as electronic file, on a data carrier, hard copy etc).
2 Standard License Terms
Licenser hereby grants to Licensee free of charge a non-exclusive, non-transferable license to use the Content for the sole purpose of promoting Licenserproducts in context with the Licensee’s position as commercial agent, distributor, newspaper publisher or news agency in the territory and to the extent as more specifically stipulated in the respective further commercial agency, distributor, publisher or news agency agreement with Licensee, by means of the Permitted Uses (as defined below).
Unless an activity or use is a Permitted Use, the use is deemed prohibited. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Licenser.
3 Term of Agreement
(a) This Agreement is effective with the day of “acceptance” through Licensee and shall continue to be in full force and effect until it is revoked by Licenser by written notice in this regard. Generally, this License to use the Content will remain effective for one year (the “product season”) from its commencement.
Licensee can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose.
Upon revocation or termination, Licensee must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Licenser in writing that it has complied with these requirements.
4 Permitted Standard License Uses
Permitted Uses. The following are “Permitted Uses” of Content, each under the condition that it exclusively and always serves the promotion and marketing of Licensor-products:
1. advertising and promotional activities, including press articles, printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
2. on–line or electronic publications, including web pages;
3. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
4. any other uses approved in writing by Licenser.
If there is any doubt that a proposed use is a Permitted Use, Licensee should contact Licenser for guidance.
5 Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses”. The Licensee may not:
1. modify, adapt or compile the Content other than increasing or decreasing its size;
2. use any of the Content as part of a trademark, design-mark, trade-name, business name, service mark, or logo other than the trademark PEWAG or other trademarks of the pewag-group;
3. use the Content in a fashion that is considered by Licensor (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libellous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
4. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
5. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
6. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement.
6 Licenser Representations
(a) Licenser exclusively takes over warranty obligation that: (i) the use of the Content in accordance with this Agreement and in the form delivered by Licenser will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained. Licensor does not take over any warranty or liability of merchantability or fitness of the Content for a particular use.
7 Licensee Indemnification
Licensee agrees to indemnify, defend and hold Licenser, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Licenser- Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Licenser-Party as a result of or in connection with any breach or alleged breach by Licensee or anyone acting on Licensee’s behalf of any of the terms of this Agreement.
8 General Provisions
(a) This Agreement is personal to Licensee and is not assignable by Licensee without Licenser’s prior written consent. Licenser may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(b) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. Licensee’s purchasing terms and Licensee’s other statements contradicting to this Agreement are deemed invalid.
(c) This Agreement will be governed under the laws of Austria. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded
(d) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be exclusively decided either by the competent court of the district where the Licenser has his registered seat or, alternatively and at the discretion of the Licenser, by the competent court of the district where the Licensee has his registered seat, an establishment or assets.