GENERAL TERMS AND CONDITIONS OF SALES
These General Terms and Conditions (the “Agreement”) constitute a license agreement, which governs the use of Photographs (as defined below) provided by Sportfot on Sportfot.com or otherwise (the "Site") to the Customer (or “you” or “your”).
In consideration of Sportfot providing this license to use the Photographs, you agree to be bound by the terms and conditions of the Agreement.
All Photographs are protected under the French laws on copyright. Sportfot owns all rights in and to the Photographs and retains all rights to the Photographs, which are not transferred herein.
1. Grant of License.
Sportfot hereby grants to the Customer, in accordance with the terms and conditions of this Agreement, a personal, non-exclusive, non-transferrable license to use the photographs in accordance with the order.
This license is limited.However, Sportfot shall have the right, at its sole option, to terminate this Agreement, without notice, if the Customer were to violate any provision of this Agreement.
2. Ownership of the Photographs.
The Customer acknowledges that Sportfot is the sole and exclusive owner of the Photographs and of all associated intellectual property registrations and pending registrations, as applicable, and the Customer shall do nothing inconsistent with such ownership. The Customer further agrees that it will not claim any ownership right to the Photographs, or any derivative, compilation, sequel or series, or related Photographs owned by Sportfot.
The Customer agrees that nothing in this Agreement shall give the Customer any right, title, or interest in the Photographs other than the right to use the same in accordance with the terms of this Agreement. The Customer agrees not to make derivative work based on the Photographs. The Customer admits the validity of all copyrights for the Photographs and all associated intellectual property registrations, and acknowledges that any and all rights that might be acquired by the Customer because of its use of the Photographs shall inure to the sole benefit of Sportfot.
The Customer agrees to pay Sportfot a one-time royalty in accordance with the conditions of the order. Extensions or modifications of this Agreement are subject to fees adjustments, to be agreed upon by the Parties prior to extensions or modifications.
4. Use of the Photographs.
(a) Sportfot shall have control over the quality of use of the Photographs and the quality of any goods and/or services sold under or related to the Photographs.
For all advertisements and packaging use, the Customer shall display with the Photographs an approved notice notifying the public of the copyright and/or trademark rights owned by and licensed within this Agreement.
The Customer agrees to mark all Photographs with any reasonable copyright and/or trademark notices provided by Sportfot and comply with any reasonable standards promulgated by Sportfot that relate to the intellectual property protection and use of the Photographs by the Customer.
(b) The Customer shall provide Sportfot, upon Sportfot’s request, with representative samples of how the Customer is using the Photographs. If, at any time, any use of the Photographs fails to conform to Sportfot’s standards, Sportfot may provide to the Customer notice of said failure. The Customer shall cure said failure within fifteen (15) days from the date of such notice. In the event that said failure is not cured within the said period, Sportfot may then terminate this Agreement immediately, non-conforming copies of the Photographs shall be destroyed or promptly submitted to Sportfot.
If Sportfot fails to approve any modifications or changes to the Photographs within fifteen (15) days of the Customer’s submittal, Sportfot’s approval shall be deemed to have been granted.
(c) Image rights
Sportfot has received the consent of all persons whose image is represented in the Photographs under license. However, such authorization does not cover all the uses that could be made under the Agreement. The Customer shall approach Sportfot for any use of licensed content representing an identifiable individual.
(d) Trademark law
Sportfot has the right to reproduce or distinctive signs (trademarks, etc...) appearing in the Photographs under license. However, such authorization does not cover all the uses that could be made under the Agreement. The Customer shall approach Sportfot for any use of a licensed Photography representing a trademark owned by a third party.
5. Restricted use
Any unauthorized use, in any event, shall trigger the payment by the Customer of liquidated damages equal to two hundred percent (200%) of the rate of the authorized licensed use, with a minimum of one hundred and twenty-five euros (125 Euro), without prejudice of Sportfot’s right to establish a greater damage.
The following uses are not permitted under the license granted:
• use of Photographs in a product intended for sale, which they constitute the primary value, such as postcards, calendars, books and posters;
• use Photographs as part of a trademark, design-mark, trade name, business name, service mark, or logo;
• trim Photographs, extracting an item, use partially or editing;
• copy or distribute copies of the Photographs;
• resell, donate, sublicense, give, lend, rent, or distribute all or part of Photographs regardless of its format and its definition;
• use Photographs in a context that could be pornographic, political, defamatory, immoral, offensive or demeaning.
6. Indemnification and Limitation of Liability
Sportfot makes no warranty, express or implied, concerning the adequacy of the content of the Photographs purchased to the need or expectation of the Customer.
The Customer shall fully indemnify, defend, and hold harmless Sportfot, its affiliates, suppliers, and their respective officers, directors, employees, shareholders, partners and agents (collectively " Sportfot ") from and against any and all claims, losses, damages, expenses (including reasonable legal fees) incurred by Sportfot resulting from or in connection with any failure, real or perceived, by the Customer or anyone acting on its behalf under this Agreement.
In addition, any act not respecting the terms of this license will result in the automatic termination of the license granted to you by Sportfot. Sportfot reserves the right to take any further legal action necessary.
IN NO EVENT SHALL SPORTFOT OR ANY OF ITS AFFILIATES OR PHOTOGRAPHS PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE PHOTOGRAPHS, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.
NOTWITHSTANDING ANY OTHER TERM HEREIN, SPORTFOT SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE PHOTOGRAPHS BY YOU.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF SPORTFOT UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME PHOTOGRAPHS, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE PHOTOGRAPHS IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF SPORTFOT SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY THE CUSTOMER FOR THE PHOTOGRAPHS UPON WHICH SUCH LIABILITY CLAIM IS BASED.
7. Applicable laws and competent jurisdiction
This Agreement shall be governed by French law and any dispute as to its interpretation or its execution shall be brought exclusively in the competent courts of jurisdiction of the Court of Appeal of Paris.