Purchaser agreement
between
digiprimo GmbH & Co.KG, P.O.Box 103305, 69023 Heidelberg, Germany
and
(Purchaser)________________________________________________
for the use, exploitation and distribution of digital content (media assets).
§ 1 Scope
This contract applies to all services, products, deliveries of material and the electronic transmission of digital content (assets) provided by digiprimo. Any of the purchaser's terms and conditions that deviate from the terms of this agreement shall apply only with digiprimo's written consent. digiprimo does not recognise any terms and conditions referred to on order forms, delivery notes or similar. digiprimo operates an Internet platform with a media asset management system and media database for the management, exploitation and sale of media assets. This platform is a marketplace for suppliers and purchasers of all forms of digital content. digiprimo presents itself as an agency and publisher. If content is offered for direct marketing and sales purposes via the digiprimo platform, all enquiries and orders will be forwarded to the original supplier. The fulfilment of contractual agreements entered into directly between purchasers and suppliers via the digiprimo platform is the sole concern of the parties to those agreements. digilibri gives no warranty regarding the fulfilment of any such agreement and accepts no liability for any material deficiencies or deficiencies in title thereunder.
§ 2 Access, shopping basket and ordering procedure
Following conclusion of the contract and registration, the purchaser will be given access to the media database by digiprimo. digiprimo will inform the purchaser by email. Access is possible only with a valid password. The purchaser has the possibility of viewing all assets in a full-scale preview. The content and technical aspects for each asset, including the various rights of use, are documented in detail in the media database. The purchaser can make any number of selections and place the selected items in the shopping basket. By activating the ordering procedure, more details can be obtained, offers prepared or requested, and enquiries submitted. The shopping basket can be emptied at any time.
§ 3 Rights of use
Unless otherwise stipulated or agreed, digiprimo grants the purchaser a nonexclusive, non-assignable permission (without the right to sublicence) to use the material to the extent and for the purpose agreed. Rights of use include the following: storage, supply of material, print, off-print, pre-print, print-on-demand, serial printing, inclusion in printed and electronic publications, advertising of any kind, recording of the work or parts thereof in collections of any kind, reproduction, proof, duplication, distribution, processing, translation, exploitation, transfer, transmission, rendition, presentation, exhibition, adding sound, photographing, filming, broadcasting, inclusion in collections. A fee is payable of each use if not otherwise specified. Alterations, forging of images and text, slide duplications, production of internegatives, re-photographing, scans, storage for archiving purposes, duplication on data media, and forwarding of material or rights to third parties are not permitted. Applications in a form other than in the original version (e.g. in cut-outs, montages, collages, altered with the aid of photographic technology, coloured or in black and white) require special permission. In the case of photos, only the rights of use in the photographic copyright are transferred. This applies in particular to image templates that, in terms of the image content, are subject to a further copyright (e.g. works of fine art). It is the responsibility of the purchaser to discharge further copyrights and to apply to the collection, museum etc. in question to obtain permission to publish.
§ 4 Delivery terms, warranty and limited liability
digiprimo provides lists for ordering and usage options, plus an enquiry form. During the ordering process, the purchaser is required to indicate details of the intended use, including application, scale, duration and language region. Based on the details provided by the customer, digiprimo gives its written consent to the use of the ordered material. Unless otherwise expressly agreed, the licence agreement is valid for a one-time usage only and for the indicated purpose. The purchaser has the possibility of examining templates before acquiring the rights of use (deliveries of samples on CD-ROM or DVD). As soon as the orderer has announced within the agreed period that he intends to use all or part of the supplied material, digilibri is entitled to invoice him for the rights of use, even if no publication or other use has taken place. Material to which the purchaser does not intend to acquire any rights or has not acquired any rights is to be returned within the period indicated on the delivery note. Material to which the purchaser has acquired rights of use and/or has announced his or her intended use is to be returned within 90 days of receipt. The material is normally delivered on data storage media (choice of either CDRom or DVD) accompanied by a delivery note. digiprimo warranties that within the statutory warranty periods after delivery the material does not contain any errors or defects. Beyond this, digiprimo does not guarantee, either expressly or implied, the quality, marketability or appropriateness of the material for a specific purpose. The purchaser is to notify digiprimo of any complaints regarding the content of the consignments in writing within 5 (five) working days of receipt of the material. Complaints regarding the technical or other undisclosed defects are to be made in writing within 10 (ten) working days of discovery of the defect. If the purchaser fails to notify digiprimo of such defects, digiprimo cannot be held liable for any costs that may arise or may already arisen. All templates and data storage media are to be treated as originals. They are provided by digiprimo for the contractually agreed purpose only and are to be returned within 90 (ninety) days after use. Any rights that have been issued, unless otherwise contractually agreed, apply for the single application on the agreed scale only. digiprimo accepts no liability for any violation of rights to individual privacy or of copyright or neighbouring rights in the material.
§ 5 Copyright notice
The purchaser is required to include a copyright and agency notice (© year, name, "digiprimo“) in such a way that there is no doubt whatsoever who owns the copyright. Thumbnail collections must list all images together with the relevant copyright and agency notices. In the case of photographs, the name of the photographer is always to be indicated. If copyright and agency notices are omitted, digiprimo is entitled to claim damages amounting to 100% of the licence fee in each case. Without being asked, the purchaser agrees to provide digiprimo with two specimen copies of each exploitation in physical form free of charge (e.g. print, audio CD, CD-ROM, DVD, videotape). The purchaser further agrees to notify digiprimo in advance of the date of each exploitation in physical form (e.g. transmission, rendition, presentation, exhibition, adding sound, filming, inclusion in collections) in writing.
§ 6 Fees and invoicing
A fee shall be charged for every use of the ordered material. Fees are based on the type and extent of use indicated to digiprimo by the purchaser, and are calculated in the case of photos on the current fee table of the association of small and medium sized photo marketing companies (MFM) in the BVPA (the Federal German Association of Photographic News Agencies and Picture Libraries). If the details provided by the purchaser do not conform with the actual usage, or the actual usage does not conform with the details provided by the purchaser, consent is deemed not to have been given and digiprimo is released from any damages claimed by third parties. This applies in particular to repeated use, new applications, transfer of the material and transfer of rights to third parties. Under the above-mentioned conditions, the rights of use will be transferred against full payment of the fee. The purchaser will receive confirmation of his order by email, which serves as an online invoice. An official invoice will be provided on request and sent by post. If the purchaser maintains a deposit account with digilibri, into which money has been paid, the credit balance will be against this amount. If payment was made using a credit card or if the invoice is to be settled via the BAG (The Book Traders' Payment Clearing Company) in Frankfurt am Main, this will also be taken into account. All calculated fees and other remuneration include the statutory VAT amount applicable when the contract was concluded. Invoices are to be settled net within 10 (ten) days of receipt without deduction.
§ 7 Consumer protection
The purchaser, if he is a consumer, has the right to return the material within 14 days after receipt. If the right to return the material is exercised, all rights of use become invalid. If the purchaser exercises the right to return the material, he is required to delete all stored data.
§ 8 Final provisions
The place of jurisdiction and performance for both parties is Heidelberg. The laws of the Federal Republic of Germany apply. The laws of the Federal Republic of Germany also apply to deliveries made outside Germany, as agreed. Should one or more of these provisions be or become legally invalid, the content and validity of the remaining provisions shall remain unaffected.
digiprimo Purchaser agreement
Please make two copies of this agreement and send them completed and signed to digiprimo at the following address:
digiprimo GmbH & Co.KG
P.O.Box 103305,
69023 Heidelberg
Germany
or by fax to: +49 (0)6221 167355
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For the Purchaser: |
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For digiprimo GmbH & Co.KG: |
Bank details:
Sort code: ___________________
SWIFT: _____________________
For publishers and booksellers in Germany:
BAG no.:_____________________
(Town/City) ____________, (date)______________
Signatures:
_____________________________
_____________________________
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