Usage Licence Agreement - BSIP

PREAMBLE

 

1 Pursuant to the terms of this Agreement, the notion of a photograph is defined as « any document reproducing an image on an analogical or digital medium or any other medium based on the evolution of the technique »

The photographs are conceded under two modalities :

A « Right managed »

B « Royalty free »

2 Any person (hereinafter « the customer »), come into possession, by any mean whatsoever, (download in high or low resolution, mailing, personal delivery?) of the photographs proposed by our company (hereinafter the Agency) is reputed to have taken notice and accepted the current general conditions of renting and exploitation of our images.

3 Any use made in violation of the current general conditions is unlawful. Any clause contrary to the present on a commercial document of the customer (notably order form?) is reputed unwritten.

4 The photographs made available by Agency, in analogical or digital format, are the property of the author and his heirs, the Customer may acquire exploitation rights only for a use and for a determined period of time, mentioned in the particular conditions. As a consequence, the photographs can not be sold but only and exclusively rented or lent for use.

 

I - FORMATION OF THE AGREEMENT : COMMON PROVISIONS

 

1.1 Download of photographs to be used for mock-up purposes on the website of the agency or supply by e-mail, FTP or any other mean

Any exploitation of the pictures available on the website of the agency without any prior cession of right is forbidden, at the exception of a use for mock-up or preliminary works, for a use strictly internal. The digital files used in this framework must be destroyed after internal use, and at the latest within a period of 30 days maximum.

 

1.2 Making the analogical photographs available to the Customer

a) Making available by mailing, personal delivery or messenger

Based on the information provided by Customer, Agency shall prepare a loan and rental slip, indicating the references of the photographs that are lent and the rental grace period, that it shall deliver at the same time as the photographs.

b) Grace period of renting

During the rental grace period of rental, the analogical photographs shall be made available for consultation only and shall exclude any use thereof. Non complianceby the Customer of this provision authorizes the Agency to refuse any ulterior service. All claims concerning the photographs made available for consultation, shall be sent by registered letter with acknowledgement of receipt, within five days following receipt of the photographs, at the latest.

c) Return of the documents following the grace period in the absence of use, exploitation and assignment of rights

Following the grace period as indicated on the loan and rental slip, and if Customer does not intend to use or exploit the entrusted documents, Customer expressly agrees to immediately return them making all efforts to return the photographs to the Agency?s address as indicated on the slip. In the event that Customer fails to return the photographs within the time limit, proof of compliance with such time limit being incumbent upon Customer, a lump-sum amount specified at the back of the agreement shall be due for each late day.

 

1.3 Information of the agency

Whatever the mode of obtention of the images (download, mailing, personal delivery?), the Customer commits to inform the Agency prior of any use of the photographs. The unawareness of this provision exclude all liability of the agency by reason of a use for which it will not have been informed of.

 

1.4 Mandatory mentions

The signature of each image is a legal mention, regardless of the form, importance or confidential nature of the use thereof. As a consequence, the accurate and complete mention of the name of the author, and name of the agency indicated on the digital file, or for argentical pictures, on the mask, the case or at the back of each photograph, must appear legibly, on or next to each reproduction or representation.

 

1.5 Absence of exclusivity

Assignment of reproductions and/or representation rights shall never be exclusive. Exclusivity shall result only from a specific agreement and shall entail the payment of fees due for such exclusivity, which are separate and distinct from the basic fees.

 

1.6 Payment of the rights : resolutory condition

THE AUTHORIZATION OF EXPLOITATION OF A PHOTOGRAPH IS GRANTED UNDER THE EXPRESS RESOLUTORY CONDITION OF THE EFFECTIVE PAYMENT OF THE RIGHTS PERTAINING TO THE IMAGE. AS A CONSEQUENCE, NO EXPLOITATION OF AN IMAGE CAN BE MADE WITHOUT THE PAYMENT OF THE CORRESPONDING RIGHTS. BY DEFAULT, THE CONCESSION WILL BE RESOLVED BY RIGHT AND THE REPRODUCTION OR THE REPRESENTATION THEN UNDERTAKEN WILL CONSTITUE A COUNTERFEITING TO THE RIGHTS OF THE AGENCY AND OF THE PHOTOGRAPHERS.

 

 

1.7 Modification of the images

Any alteration of any nature or technical process whatsoever, is prohibited in absence of Agency?s prior written consent. In the case of a prior written agreement, the Customer commits upon first demand to justify the modifications undertaken. Non compliance with the prohibition or prior authorization shall constitute infringement and give rise to damages.

 

II - EXECUTION OF THE AGREEMENT : LICENCE OF EXPLOITATION

 

A photographs exploited in « right managed »

a) Request for use authorization for the purpose of reproducing and/or representing the photographs, with concession of rights. Customer shall send to the Agency, a request for authorization to reproduce and/or represent concerning the photographs entrusted or downloaded that he has selected or chosen. Such request must contain all the legal information enabling the co-contracting party to be legally identified (legal form, capital, registered office, registration with the Register of Trade and Companies), as well as all useful information regarding the extent and context of the contemplated use :

- extent of use : type and format of medium, use format , print run, date of each appearance or representation, duration, geographic establishment or place of distribution, and if any, form of the interpretation.

- context of the use: name of the final user, place of distribution, if any, name of each medium, name and type of product, service or subject to be treated, accompanying captions or text and all other useful information concerning the technological reproduction methods enabling Agency to assess the range of the requested authorization.

b) Acceptance of the authorization request and assignment of the reproduction or representation rights

I Terms and conditions of acceptance :

Upon receipt of the request for authorization, Agency shall send an image quote and/or invoice specifying payment conditions, and based on the document selected, the indicated use and context, the amount of the fees, any increased value, corresponding restrictions or obligations, as well as the amount of management costs. The authorization shall be expressly subordinated to payment of the reproduction and/or representation fees, within the time limit indicated on the invoice. Any reproduction and/or representation of any nature whatsoever that does not comply with the authorization conditions given based on the information provided by Customer in accordance with the provisions of article 3 hereinabove, is exclusive of Agency responsibility, and if need be, shall give rise to damages.

 

 

 

 

II Limitation on the reproduction and/or representation authorization :

Restrictions

The Agency shall inform Customer, if need be, of any restrictions on use of the photographs the rights to which are assigned and of which it would be aware of. The information concerning the restrictions shall necessarily be subordinated to the supply of all the useful information to the Customer, endorsed in paragraph a) above If Customer fails to provide said information or on the supposition that such information could be inaccurate, Customer alone shall be liable for the possible violation of the third party rights, the agency being unable to warrant the right of reproduction if all or part of the use conditions has not been -volontarily or not- brought to its knowledge.

 

Mandatory supply of voucher copies :

In return of the cession, the assignee of the rights commits to provide voucher copies complete and original in one paper copy minimum or in electronic version (pdf format) of each publication of the documents published or reproduced, that must be sent to the Agency within the 15 days following the publication.

 

III Re-use

 

Any new use of the photograph, regardless of the medium, including through the reuse of typons, must be covered by a request for use authorization and payment of the corresponding rights.

B Photographs « Royalty Free »

The customer acquires no right of property on the image, but exclusively the right to use it under his sole responsibility ; the customer must take notice of the licence agreement refering to the image and accept it without any reserve.

a) Author's rights

The authors have ceded their exploitation rights (reproduction right and public performance right) on the images sold "royalty free" for any use "normally foreseeable" subject to the respect of the author's moral right and possible restrictions of use appearing in the specific licences to which these images are subject to.

 

b) Third party rights

The photographs are ceded without any warranty as to rights and obligations born from the use of the photograph, whether in respect of rights relative to physical persons, to sujects reproduced on the pictures, (notably right of publicity, privacy, possibly repentance or oblivion right?.), and/or in respect of incorporal rights linked to movable or immovable property, art objects, verily landscapes represented. As a consequence, the images are used under the sole responsibility of the Customer who must make sure that all the rights or necessary agreements that may be required for the use have been obtained. If an authorization of the model represented exists, a copy will be provided upon request of the Customer. The supply of this authorization does not constitues a warranty of the Agency as to the validity of this authorization.

 

III - TERMINATION OF THE AGREEMENT :

DESTRUCTION OF THE FILES OR RESTITUTION OF THE PHOTOGRAPHS AFTER REPRODUCTION AND/OR REPRESENTATION

 

3.1 Digital files

Except contrary agreement granted by writting, the user forces himself to destroy the digital files within the 10 days after their exploitation.

3.2 Argentical photographs

a) Terms and time limit for returning the entrusted photographs

Customer agrees to return the distributed photographs that were entrusted to Customer, by registered envelope, and shall ensure all necessary protection for its complete preservation within the time limits indicated on the slip. All photographs must be rendered in their original mask without any annotation or alteration by any technical process whatsoever.

b) Loss or deterioration of the photographs entrusted by slip

The documents entrusted to Customer shall be under Customer?s entire responsibility as from their delivery up until their return in accordance with the terms and conditions defined above. In the case of loss or deterioration, a lump-sum indemnity shall be due, at the minimum, the amount is fixed at the back of the agreement.

 

IV - CANCELLATION

 

a) Images exploited in right managed

In the case of cancellation by Customer of a request for authorization to reproduce and/or represent the photographs following issuance of the invoice, Customer shall be liable for a lump-sum amount calculated as follows :

- if cancellation occurs within 30 days from issuance of the invoice, 10% of the amount of the invoice, net of tax.

- if cancellation occurs beyond the 30th day and up until 60 days from issuance of the invoice, 50% of the amount of the invoice, net of tax.

- if cancellation occurs on the 60th day, 100% of the amount of the invoice, net of tax.

 

b) Images exploited in royalty free

The rights pertaining to an image are due once it was downloaded. No cancellation is possible after the download or supply of the photograph.

 

V - PENAL CLAUSE

 

Any use of a photograph that would disregard the current general conditions shall give rise to the payment of a penal clause representing five times the amount of the initial rights without prejudice of possible damages. The omission of pictures credit, shall give rise, to the payment representing two times the amount of the initial rights.

 

VI - JURISDICTION

 

Agency and Customer hereby expressly confer jurisdiction on the courts of the head office of the Agency.