license

LICENSE TERMS AND CONDITIONS PHOTOGRAPHIC WORKS F-ACTION BV

Article 1. 

Definitions In this agreement the following shall apply:  Aw: Auteurswet 1912 [Dutch Copyright Act of 1912] Photographic works: all photographic works as referred  to in article 10 Aw, particularly but not exclusively as referred to in Section 1 sub 9 of this Article.  Image carrier: the carrier on which photographic works, whether or not identifiable with the naked eye, are recorded, or stored, such as a slide, negative, print, duplicate, CD-ROM, DVD, USB stick, hard drive or other carrier  on which photographic works may be located. Use:  copying and/or publication of photographic works, within the meaning of the Auteurswet [Dutch Copyright Act].

Article 2. 

Application These terms and conditions shall apply to  all current and future legal relationships with regard to  using photographic works between F-Action and licensee, unless parties expressly agree otherwise in  writing.

Article 3.

License F-Action offers five different licenses for using photographic works. The license may vary per photographic work. Parties separately agree per work which license applies to what work. Each license shall contain at least the following licence terms:

Licenses are never transferable or sub-licensable. Photographic works may never be made available to third parties.

Unless agreed otherwise in writing F-Action grants a non-exclusive license.

Licensee may occasionally make the photographic works available to trade journals, magazines, newspapers and journalists, for one-off

use, provided the work is made public whilst stating ‘copyright of F-Action B.V.’ and licensee reports this use to F-Action.

Licensee should prevent as much as possible the photographic works of the website of licensee being embedded on the website, or otherwise, of a third party. Photographic works may be adjusted in proportion and size. Photographic works that are provided in colour may be converted into black and white by licensee. Further editing of the photographic works shall be agreed between the parties in writing.

 

F-Action further has the following five licenses:

 

HOO – F-Action supplies digital photographic works with a resolution of 300DPI in TIFF format. Licensee pays for using the photographic works for an indefinite period. The photographic works may be used without restriction, whereby editing of the work is also permitted. Publications must be made by or on behalf of licensee and not by third parties, unless F-Action has given permission for such. Attribution is not required. Any other provisions in Article 25 Aw shall remain in force.

 

HBO – F-Action supplies digital photographic works with a resolution of 300DPI in TIFF format. Licensee pays a fee to be agreed for using the photographic works, for a period to be agreed. After this period the work may no longer be used online and no reprints of publications in which the work is used. Within this period the photographic works may be used without restriction, whereby editing of the work is also permitted. Publications must be made by or on behalf of licensee and not by third parties, unless F-Action has given permission for such. Attribution is not required. Any other provisions in Article 25 Aw shall remain in force.

 

LOO – F-Action supplies digital photographic works with a resolution of 72DPI in JPG format. Licensee pays a fee to be agreed for using the photographic works, for an indefinite period. The photographic works may be used indefinitely, whereby editing of the work is also permitted. Publications must be made by or on behalf of licensee and not by third parties, unless F-Action has given permission for such. Attribution is not required. Any other provisions in Article 25 Aw shall remain in force.

 

LBO – F-Action supplies digital photographic works with a resolution of 72DPI in JPG format. Licensee pays a fee to be agreed for using the photographic works, for a period to be agreed. After this period the work may no longer be used online and no reprints of publications in which the work is used can take place. Within this period the photographic works may be used without restriction, whereby editing of the work is also permitted. Publications must be made by or on behalf of licensee and not by third parties, unless F-Action has given permission for such. Attribution is not required. Any other provisions in Article 25 Aw shall remain in force.

 

HE – F-Action supplies an image, in a suitable format, for one-off use to promote the article depicted on the photographic works, to publish it in trade journals, magazines, newspapers or otherwise by journalists, provided it states ‘copyright of F-Action B.V.’. The photographic works may expressly not be used without the prior consent for other publications or disclosures, other than those parties have expressly agreed in advance. The photographic works may be adapted to such an extent only as necessary for the publication. Any other editing or copying of the work must be made in consultation with F-Action.

 

Article 4. 

Delivery Delivery of photographic works is conducted digitally, unless agreed otherwise in writing. Delivery of the photographic works is conducted at a place and time agreed by the parties. If no place and time has been agreed, the photographic works are delivered within reasonable period. If it has been agreed that the photographic works on an image carrier is to be delivered, parties agree to a delivery period and manner. If this has not been agreed, the image carrier will be supplied with the photographic works, in all reasonableness and at the discretion of F-Action.

 

Article 5. 

Fees and Payment Unless agreed otherwise in writing, parties agree to a one-off fee for the agreed license agree. Unless agreed otherwise in writing, if the photographic works are delivered on an image carrier, the image carrier is included in the license fee. The ownership of the image carrier passes to licensee. If parties agree to a periodic, sales-based fee, monthly, within 15 days after the end of the month, the licensee will declare the work used and the achieved turnover.

F-Action will submit an electronic invoice to licensee. The payment period is 30 days after the invoice date. Licensee is obliged to check the invoice for accuracy and within 10 days of receipt, in writing with reasons, report any inaccuracies, or at least reject the invoice. This has no consequences for the payment term. If timely payment is not made, F-Action is entitled to claim an interest of 2% per month and charge collection fees of 15% over the invoice amount, with a minimum of €40.

 

Article 6. 

Complaints Complaints with respect to the delivered work must be submitted as soon as possible in writing to F-Action, but in any case within 10 weekdays after delivery of the photographic works. F-Action has the right remedy a mistake within a reasonable period and still fulfil its obligations, unless this is permanently impossible.

 

Article 7. 

Copyright F-Action is the copyright holder of the photographic works. F-Action shall indemnify licensee from any third party claim with regard to the copyright of the photographic works. Any use of photographic works that has not been agreed is considered an infringement of F-Action’s copyright.

In case of a copyright infringement, F-Action is entitled to a compensation of at least twice the usual or agreed license fee for that use, without prejudice to any right to claim any other damages suffered or judicial and extrajudicial costs incurred.

 

Article 8. 

Liability F-Action is not liable for any damages caused by licensee, unless there is intent or gross negligence on the part of F-Action or its representatives. F-Action is entitled to recover damages from licensee, to the extent possible. Liability shall never exceed the invoice amount.

 

Article 9. 

Bankruptcy and receivership Parties have the right to instantly terminate this agreement in the event of bankruptcy or moratorium of the other party, or at least when the other party becomes bankrupt or is granted a moratorium. The termination of the agreement in connection with a bankruptcy of F-Action is without prejudice to a license for which a one-off fee has been paid. Licenses based on monthly turnover, as referred to in Article 5 Paragraph 3 of this agreement, will be invalidated in the event of bankruptcy. In the event of bankruptcy of licensee, any license will be invalidated.

 

Article 10. 

Other This agreement is governed by Dutch law.

If a provision of this agreement is invalid or unenforceable, the other provisions in this agreement will remain in full force and effect and parties shall agree on a suitable replacement provision.

Disputes arising from this agreement will be submitted to the competent Court in Haarlem.