Sales agreement
between
digiprimo GmbH & Co.KG, P.O.Box 103305, 69023 Heidelberg, Germany
and
(Seller)______________________________________________
for the sale of digital content (media assets) and the issuing of the corresponding rights of
use.
§ 1 Sale and transfer of ownership
The Seller agrees to transfer his proprietary rights in the content specified in Appendix A to digiprimo. This contract is being entered into by digiprimo and the Seller for the purpose of enabling digiprimo to set up the market-driven exploitation and distribution of the materials submitted by the Supplier. The exploitation and distribution of such material shall include all currently known forms of use (particularly print, reproduction/print, slide, scan, digitalised image, CD-ROM, DVD, online, database, lecture, presentation, exhibition, radio and television broadcast). For the management, exploitation and sale, digiprimo operates an Internet platform with a media asset management system and presents itself in the marketplace as an agency and publisher.
§ 2 Adding material to the media database
The Seller shall make the material available to digiprimo for the purpose named under § 1. He agrees to supply digiprimo with a technically perfect example of each of the material/content items listed in Appendix A in a reproducible digital form. If this is done electronically, transfer either by data storage medium / email / FTP shall be possible. Although digilibri can process and store many data and file formats, attention is drawn to the attached digiprimo document “Upload Manual”, in particular the requirements for digital data, recommended sizes, compression, IPTC text data, keywords and text.
§ 3 Authority for onward transfer
The Supplier shall transfer to digiprimo the right to grant third parties both inside and outside Germany the rights of use in the material for non-exclusive, spatial, time-based and unrestricted/restricted use. Specifically, the following rights shall be transferred: for exploitation in physical form, the right of reproduction, the right of distribution and the right of exhibition, and for exploitation in nonphysical form, recitation rights, performing and demonstration rights, the right to make available to the public, broadcasting rights, the right of communication by video or audio recordings and the right of communication of broadcasts. The Supplier shall also transfer to digiprimo the right to produce and sell reproductions/art prints and books-on-demand.
§ 4 Fee
For the purchase of the rights of use and sales in the material/content listed in Appendix A, digiprimo agrees to transfer a one-time fee of
_______________ euros
within 30 days of receipt and examination of the purchased material. If the Supplier is required to pay value-added tax in Germany, the statutory value-added tax will be added to his or her share of the sales generated in Germany.
§ 5 Recognition of authorship
The Seller remains the author, creator of the material he submits. digilibri agrees to indicate the name of the author in an appropriate place and in an appropriate manner. The Supplier authorises digiprimo to assert his claim to recognition of authorship in accordance with copyright laws and to enforce any claims for damages, provided this is deemed appropriate. After all costs have been deducted, any earnings from this shall be settled between the Seller and digiprimo on a 50/50 basis.
§ 6 Assurances and liability
The Supplier affirms that he may freely dispose of the material submitted to digiprimo, that it is free from third-party rights and that any depicted persons have consented to the publication with no remuneration of any kind being payable. This shall also apply if the material is used for promotional purposes. If there is copyright in the depicted object, the Supplier is required to obtain permission for its use from the holder of the rights or from a copyright licencing agency representing the holder of such rights and to insert a corresponding acknowledgement in the copyright notice of the material. The Supplier agrees to indemnify digiprimo from liability for any violation of thirdparty rights.
§ 7 Changes to image material
If the Supplier has not determined otherwise for a specific case, he agrees that his images may also be used in a form other than the original, e.g. in cut-outs, montages, collages, altered with the aid of photographic technology, coloured or in black and white.
§ 8 Bild-Kunst copyright licencing agency (Germany)
digiprimo is authorised to request as much of the Supplier’s data from the Bild-Kunst copyright licencing agency in Germany or any other copyright licencing agency as is necessary for efficient accounting (copyright number, address, account number and similar) and to also avail itself of the administrative assistance of this agency, if this should be expedient. The supplier hereby consents to royalties being distributed in respect of these ancillary rights in accordance with rules jointly approved by the Federal German Association of Photographic News Agencies and Picture Libraries (known by its German initials BVPA) and the Bild-Kunst copyright licencing agency.
§ 9 Data integrity and privacy statement
During the registration process for the exploitation, the sale and the accounting, Suppliers are asked to give their consent to the processing of their personal data and to accept digiprimo's privacy statement. The collection, processing and use of personal data by digiprimo is solely for the purpose of providing users with a range of user-friendly, effective, customer-driven and secure services. In order to achieve this goal, digilibri also uses cookies. digiprimo does not sell personal data and does not pass on any such data to third parties.
§ 10 Term of contract
This contract comes into force when signed by both parties.
§ 11 Final provisions
The laws of the Federal Republic of Germany apply. Should one or more provisions of this agreement become invalid or cannot be executed in their entirety or partially, the validity of the remaining clauses will not be affected.
Please print two copies of this Sales agreement and appendix and send completed and signed to:
digiprimo GmbH & Co.KG
P.O.Box 103305
69023 Heidelberg
Germany
or Fax to: +49 (0) 6221 167355.
Thank you
Name:
Company/Organisation:
Address:
Postal Area Code and City:
Country
Date:
e-Mail Adress:
Tel.
FAX
|
For the Selling Partner: |
 |
For digiprimo GmbH & Co.KG: |
Bank details:
Sort code: ___________________
SWIFT: _____________________
For publishers and booksellers in Germany:
BAG no.:_____________________
(Town/City) ____________, (date)______________
Signatures:
_____________________________
_____________________________
Appendix A
to the sales agreement dated___________________
between
digilibri ® GbR, Postfach 103305, 69023 Heidelberg, Germany
and
(Seller)_________________________________________
Overview of purchased material/content:
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