LICENSE, TERMS & CONDITIONS FOR NIMA STOCK APS’ CUSTOMERS
(DANSK VERSION KLIK HER)
IMPORTANT NOTICE:
NIMA STOCK IS FOR BUSINESS-2-BUSINESS USERS ONLY - NOT CONSUMERS.
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BY ACCEPTING THIS AGREEMENT INCLUDING LICENSE, TERMS & CONDITIONS FOR NIMA STOCK APS’ CUSTOMERS, YOU ENTER INTO A LEGALLY BINDING AGREEMENT WITH NIMA STOCK APS, AND YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH HEREIN.
This Agreement is between you as a Customer (hereinafter called “Customer” or “the Customer”) and NIMA Stock ApS, Gammel Kongevej 95, 4. th, 1850 Frederiksberg C, Copenhagen, Denmark, Company Reg. no. 31755972 (hereinafter called “NIMA Stock”).
This Agreement governs the terms by which the Customer obtain some limited right to use NIMA Stock images that the Customer has acquired by ordering and paid for (hereinafter called “Images”) that may be provided by NIMA Stock through the NIMA Stock web site (hereinafter called “the Web Site”), and downloaded by the Customer from the Web Site.
Accepting the Agreement
By clicking “I AGREE” at the end of this Agreement or otherwise signifying the Customer’s acceptance, you as the Customer accept this Agreement on behalf of the entity that is identified as the Customer, and agree to be bound by its provisions.
You represent and warrant that you have full legal authority to act legally binding for the entity being the Customer.
The Customer obtains an in time and usage limited right to use either specific chosen Images (e.g. ordered as “Single Image” or “Voucher Image”) or on “Monthly Subscription” order – for more details see “PRICES” in the top menu, and below for usage.
Signing up – Identity of the Customer
If a company has more than one entity that wants to obtain license to use the Images, the single entities /departments of the company must sign up each one as a Customer at NIMA Stock.
Examples:
A Media Company publishing as well several printed Magazines and/or Newspapers as well as web-based publishing of Magazines, Newspapers or other web-based content, may sign up as a Customer for the web based site. If the same company wants to use Images in a specific paper based magazine, the company must sign up as another Customer at NIMA Stock for the purpose of Images for use in the specific magazine.
A Newspaper publishes in 3 “entities” / editorial sections:
• a news section with it’s own editorial staff
• a magazine section with it’s own editorial staff
• an online section on Internet web based with it’s own editorial staff
The Newspaper that wants to use NIMA Stock Images for all 3 sections has to sign up as NIMA Stock Customer for each section. If only the news section wants to use the Images, they only need to sign up as Customer once.
When signing up as a Customer at the NIMA Stock web site, it is important and mandatory to provide as exact and precise information as possible.
NIMA Stock retains the right to review and correct the Customer registrations and Subscription-information and the following use of Images.
If NIMA Stock finds that a registration and payment as a Customer is too broad or otherwise not correct cf. the above stated and at NIMA Stocks own discretion, NIMA Stock retains the right to contact the registered Customer to change the registration, eventual subscription and/or range of use of Single Image or Voucher.
Payment and Subscription Periods
When placing an order the Customer is invoiced the payable amount as stated in the order. The amount is drawn immediately from the Customer’s Credit Card, and the Customer gains immediate access to the services ordered.
A Subscription period is 3 months, paid in advance. Subscription periods are Quarterly, starting 1/1 - 1/4 -1/7 - 1/10. When signing up outside these dates, the Customer pays for the forth-coming whole month before a new Subscription Period starts.
If a Customer signs up for a Single Image or a Voucher, the Customer is entitled to within the first 14 days after original order date to convert to a Subscription with NIMA Stock. If the Customer requests the conversion to Subscription, NIMA Stock will reimburse the paid Single Image or Voucher in the Invoice of the first Subscription.
The subscription is automatically renewed, unless cancelled by the Customer:
By the expiry of a Subscription Period, NIMA Stock automatically invoices for a new Subscription Period for the Customer, unless the Customer has cancelled the Agreement cf. the section “Term of Agreement” below, with a written notice of no less than 14 days before expiry of the Subscription Period.
The Customer’s download and use of Images is subject to the following terms of use:
NIMA Stock grants to the Customer a non-perpetual, time-limited, non-exclusive, non-transferable license to use the Images inside the Territory (as defined below), for the Permitted Uses (as defined below).
Unless the activity or use is an Allowed Purpose / Use, the Customer is prohibited from the activity/use. All other rights in and to the Images, including, without limitation, all copyright and other intellectual property rights relating to the Images, are retained by NIMA Stock.
The Customer may use the Images for purposes in the Country wherein the Customer has its registered address at NIMA Stock (hereinafter called “the Territory”).
For printed material the Customer may use the Images with material for distribution inside the Territory.
For digital use, e.g. on the Customer’s web sites, the Customer may use the Images for websites and communication intended for audience (web site users) inside the Territory.
The Customer must pay for the time-periods for the use of Images. As long as the Customer has a valid, not expired, license to use the Image (Single Image, Voucher or Subscription) the Customer is permitted the Allowed purposes / uses as stated below.
For printed material the Customer may use the Images as long as the printed material is distributed when the Customer has a valid, non-expired license, and the purpose of the printed material is intended to last and function at the recipients as long as the Customer’s license exists.
For digital use the Customer may use the Images until the Customer’s license expires, e.g. by the end of a 3-months Voucher period if the Customer, or after termination and expiry of a Subscription.
Allowed purposes / uses:
The Customer may only use the Images for those advertising, promotional and other allowed purposes/uses which are specified below.
Only the Customer is permitted to use the Images. The Customer may though transfer files containing Images to printers, or ISP/web hotels for the purpose of reproduction for allowed purposes/uses, provided that such parties shall have no further or additional rights to use the Images.
The Customer may only use the Images as they are, and creation of derived works or significant changes of the Images requires prior consent from NIMA Stock.
Allowed purposes / uses are:
- advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures and alike (but not for license), and only for images not containing people or models without prior written consent from NIMA Stock.
- Magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
- on–line or electronic publications, including web pages,
- prints, posters (a hardcopy) and other reproductions for personal use or promotional purposes, but not for resale, license or other distribution; and
- any other uses approved in writing by NIMA Stock.
If there is any doubt that a proposed use is an Allowed purpose / Use, you should contact NIMA Stock for guidance.
Prohibited Purposes / Uses
The Customer is not allowed to do anything with the Images that is not expressly permitted in the preceding section about Allowed purposes / uses.
Following are examples (but not exhaustive) of Prohibited Uses, and the Customer is not allowed to:
- use the Images in templates, applications etc. intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates,
- use the Image in posters or other items for resale, license or other distribution for profit,
- use any of the Image as part of a trademark, trade name, service mark, or logo / private label,
- use the Images in a fashion that is reasonably considered by NIMA Stock as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libellous, or disreputational for persons or property,
- use or display Images that features a model or person in a manner or subject matter that would be reasonably likely to be offensive or unflattering to the person reflected in the Image, e.g. by using model/person Images as endorsing any certain products, services, political or other issues.
- every use related to/or as a part of/any erotic, pornographic, political or religious campaign or content - or any commercial or marketing use is not permitted without prior written consent from Nima Stock and the model.
- remove any notice of copyright, trademark or other proprietary right or information or metadata etc. from any place where it is on or embedded in the Images;
- sublicense, resell, rent, lend, assign, gift or otherwise transfer or distribute the Images or the rights granted under this Agreement,
- install and use the Images in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
Crediting NIMA Stock / original and Model photos
The Customer’s use of the Images for editorial purposes requires including the following credit adjacent to the Image: Copyright/Photo: NIMA Stock.
The Customer’s use of Images that features a model or a person requires including the remark adjacent to the Image: Model photo (DK: Modelfoto)
Term of Agreement
This Agreement is effective until it is terminated.
This Agreement is terminated:
- when the period of Customer’s right of use expires according to 3 month periods obtained through Single Image or Voucher orders that are not renewed by the Customer,
- the Customer cancels a Subscription In writing to NIMA Stock with 14 days of notice before the expiry of a Subscription term,
- when this Agreement expires as terminated, the Customer has the obligation to immediately destroying the Images, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Images for any purpose.
The Agreement also terminates without notice from NIMA Stock if at any time the Customer fails to comply with any of its terms.
Upon termination, the Customer must immediately
- cease using the Images and for any purpose,
- destroy or delete all copies and archives of the Images or accompanying materials in the Customer’s possession, and
- if requested, confirm with reasonable to NIMA Stock in writing that the Customer have complied with these requirements.
Change of Terms
NIMA Stock reserves the right to revoke, change or amend the license granted by this Agreement and replace the Images with an alternative for any reason.
Upon notice, sent to the Customer’s contact information, the license for the replaced Images immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Images.
The Customer agrees not to use the replaced Images for future products and to take all reasonable steps to discontinue use of the replaced Images in products that already exist.
Limited Representations and Warranties
NIMA Stock grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Image.
The Images are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. The entire risk as to the quality and performance of the Images is the customer’s own. Should the Images prove defective, the Customer assumes the entire risk and cost of all necessary corrections.
Limitation of Warranties and Liability
NIMA Stock’s total liability and the Customer’s exclusive remedy, with respect to any claims arising out of the Customer’s use of the Images, or out of actions in downloading the Images are the following (exhaustively listed):
- the Customer may be permitted to download the Content again, at a location provided by NIMA Stock;
- if download is still not possible for the Customer, NIMA Stock will refund the fee actually paid by the Customer for such Content, provided that NIMA Stock determines in its sole discretion that download of the actual Content was not deemed successfully.
In no event shall NIMA Stock or any of its affiliates be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, 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 the Customer’s use of, access to, or exploitation of the Images, or any part thereof, or any rights granted to the Customer hereunder, even if NIMA Stock has 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.
In any event, the total maximum aggregate liability of NIMA Stock under this Agreement, licenses provided hereunder, or the use or exploitation of any or all of the Images in any manner whatsoever shall be limited to the fees actually paid by the customer to NIMA Stock under this Agreement in respect of the use of the relevant Images, within maximum the last 12 (twelve) months before claims occurred.
Indemnification
The Customer agrees to indemnify, defend and hold NIMA Stock and its affiliates harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by NIMA Stock as a result of or in connection with any breach by the Customer or anyone acting on the Customer’s behalf of any of the terms of this Agreement.
General Provisions
This Agreement is not assignable by the Customer without NIMA Stock’s prior written consent.
NIMA Stock may assign this Agreement without the Customer’s prior consent to any third party.
This Agreement will be governed under the laws of Denmark. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Any and all disputes arising out of, under or in connection with this Agreement, shall be finally settled under the Courts of Denmark with NIMA Stocks home court (hjemting) as venue.
NIMA Stock ApS © 2009
