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GENERAL TERMS AND CONDITIONS OF BUSINESS (GTCB) FOR STOCK4B GMBH

Please read the terms and conditions specified below with care before using this web site and before ordering images from us. To confirm your acceptance thereof, please select the corresponding option when placing your order. Should you not agree to these terms and conditions, no further use of this site is permitted and you should desist therefrom.

These terms and conditions of business constitute a contractual agreement between you, the user, and STOCK4B GmbH, Rupprechtstrasse 25, 80636 Munich.

If you accept these terms and conditions, you are obliged to register using your own details, and to ensure that all information provided is correct and complete. If you are entering into this contractual relationship in the name of your employer, you are obliged to declare this when registering. In such case all contractual agreements, rights of use and agreed restrictions will apply to your employer. If you are acting without the authority of your employer, all contractual agreements, rights of use and agreed restrictions will be deemed to have been entered into with you personally.


Rights-Managed (RM) images

1. GENERAL

1.1
All offers, supplies and electronic transmissions are made and all rights of use are granted solely without engagement and on a non-exclusive basis subject to the following terms and conditions. These terms likewise apply to future contracts even if no further express reference is made thereto. Any deviating conditions or special arrangements must be agreed in writing.
1.2
Deviating terms of business on the part of the purchaser will apply only if confirmed in writing by STOCK4B GmbH. Such terms and conditions applied by the purchaser as may be referred to in order forms, confirmations, etc. are hereby repudiated.
1.3
Images which are ordered will at all times remain the property of STOCK4B GmbH and its photographers. This material is made available for a limited period solely for the purpose of purchasing rights of use within the meaning of German copyright legislation.
1.4
After use our images must be deleted from the purchaser?s data storage media. Images which remain unused must likewise be deleted.

2. TIME LIMITS, LIABILITY, RIGHTS OF EXPLOITATION AND COPYRIGHT

2.1
In the event that material supplied by STOCK4B GmbH is incorrect or not delivered in accordance with schedule, guarantee and compensation claims on the part of the purchaser are excluded.
2.2
Complaints regarding the content of electronic transmissions or consignments can only be admitted provided that they are asserted in writing immediately upon receipt.
2.3
We accept no liability for software or hardware defects occurring in conjunction with the online transmission of our images or the use of our system.
2.4
It is not permitted to transfer either images or rights of reproduction to third parties.
2.5
When placing orders for images the purchaser must provide detailed information regarding the nature of their intended use. The declaration of consent to the use of these images will be subject to the information provided by the purchaser. Any and every use thereof must be expressly approved by STOCK4B GmbH. In the event that images are used without prior written approval, the purchaser will be liable for all resulting claims by third parties.
2.6
Should the information provided by the purchaser not accord with the actual nature of use, consent shall be deemed not to have been given. STOCK4B GmbH shall be indemnified against all compensation claims by third parties.
2.7
It is not permitted to distort works which are protected by copyright, whether by copying, rephotographing, photocomposing or by using other electronic aids. Exceptions to this rule will require separate agreement. In the event of infringements, STOCK4B GmbH shall be entitled to charge an amount equal to five times either the usual fee for the particular type of use as recommended by the Mittelstandsgemeinschaft Fotomarketing or the fee originally agreed. It is not permitted to duplicate, produce internegatives, reproductions or enlargements or store image data in electronic form for the client?s archiving purposes. Special cases must be approved by us in writing. The purchaser is obliged to voluntarily notify us as to whether and to what extent our images have been duplicated or reproduced in other forms for archiving purposes or stored in digital form without our permission. All copies, etc. prepared with or without the permission of STOCK4B GmbH must be deleted from the user?s computer system data memories or surrendered to us after use.
2.8
The user is under obligation to observe the communication media principles defined by the German Press Council (the Press Code). The user or purchaser is responsible for the text associated with our images. We accept no liability for any invasion of personal rights in general or infringement of copyright resulting from any use of image or text which is contrary to our agreement or otherwise distortive. In the event of the infringement of such rights, the user alone shall be liable to make compensation to third parties.
2.9
We expressly reserve the right to assign additional rights to performing rights societies and we do not acknowledge clauses which assume that the exercise of other rights shall be excluded in return for acceptance of a fee.
2.10
Rights to the use of images do not in principle include any approval or consent to portray persons, names, brand or trademarks, buildings, decorations, artistic designs or recipes depicted therein. This applies in particular to the use of images in an advertising context. It is the responsibility of the licensee to obtain the permissions or approvals required for the planned purpose of use in such context from the respective authorized parties. In all cases in which the existence and validity of such approval is not expressly confirmed by STOCK4B GmbH, the licensee must indemnify STOCK4B GmbH against all third party claims arising from the respective use of the image. Should you by error have been falsely informed in writing by STOCK4B GmbH that approval or consent exists for an image to be used even though this is not the case, the extent of liability on the part of STOCK4B GmbH will be limited exclusively to the sum invoiced to you and paid by you for the use of the image concerned.
2.11
The licensee undertakes to indemnify STOCK4B GmbH and its image suppliers against all demands, liability claims, damages, costs and disbursements, including necessary legal and court costs, resulting from non-compliance by the licensee with the terms of this contract, from the use or alteration of images or from the non-contractual combination of images with other material.

3. COPYRIGHT NOTICE, VOUCHER COPIES

3.1
In addition to the agreements entered into, in other respects any and every use of our images is at all times subject to the provisions of the German Copyright Act.
3.2
Images are made available by us for use in accordance with contract only and must be deleted from electronic storage media immediately after use. The rights afforded by contract extend to use on one occasion only within the agreed scope. Repetitions and extensions of the rights of use originally granted are permissible only with our prior consent. This applies in particular in the event that images are intended to be used for advertising purposes.
3.3
STOCK4B GmbH insists that a copyright notice and agency reference – name of photographer / STOCK4B GmbH – be displayed beside the image or design in such manner as to ensure that this is unmistakably attributable to the image concerned.
3.4
Information must be provided at the time of settlement as to which image has been used at which point in which context. Prior to any publication, STOCK4B GmbH must be furnished with two voucher copies free of charge and without further request.

4. FEES

4.1
Fees are payable for any and every use of an image, including in online publications or on CD-ROM. This likewise applies to the use of an image as a template for drawings, caricatures or recreated photos, also to use for layout purposes or customer presentations, and to the use of image details which are incorporated into a new image by means of montages, photocomposing, electronic media or similar techniques.
4.2
Fees must be agreed prior to use. They are valid for use on one occasion only for the purpose and in the extent and language-speaking area specified. Each further use will again attract a fee and must be approved in advance in writing by STOCK4B GmbH. If no agreement is reached regarding fees, a charge will automatically be levied in accordance with the agency scale of fees as from time to time amended. Should the purchaser not provide precise information, the agency shall be entitled to charge a flat-rate fee. All fees quoted are at all times net excluding value added tax and self-employed artists? social security levy.
4.3
If an object (e.g. a book, CD cover, brochure, etc.) bearing an image is reproduced in a new medium, a fee will again be payable for the photographic image recognizable thereon, irrespective of any rights of use for which fees have already been paid in respect of the same image in the original context of use. This applies in particular to use for advertising purposes. The user must inform STOCK4B GmbH in detail of the new purpose of use and must obtain consent for the said use from STOCK4B GmbH.
4.4
Exclusive rights or freeze periods must be agreed separately and will require a surcharge in addition to the basic fee.
4.5
Should the anticipated publication or other use not take place, a fee already paid cannot be refunded.
4.6
Should the licensee fail to settle the invoice issued by STOCK4B GmbH in full, STOCK4B GmbH shall be at liberty until such time as payment is received to levy a processing charge of one and one half percent (1.5 %) per month on the outstanding amount, or such lesser charge as is provided for by law. STOCK4B GmbH reserves the right at its discretion to withdraw the license if the invoice is not paid in full.

5. PERSONAL RIGHTS

5.1
If images of persons are used over and beyond the extent of the right of use afforded, for example for advertising purposes, without this being agreed with STOCK4B GmbH, no liability will be accepted by STOCK4B GmbH; moreover in the event that claims are made against it, STOCK4B GmbH will seek recourse from the client.
5.2
Uses which are not in keeping with the intended purpose, pictorial or textual falsifications or uses which may be degrading to the persons depicted are inadmissible and will render the user liable for compensation.
5.3
The user is under obligation to observe the communication media principles defined by the German Press Council (the Press Code). Pictorial or textual falsifications or uses which may be degrading to the persons depicted or create a pornographic, defamatory, libelous or otherwise unlawful or immoral association are inadmissible and will render the user liable for compensation. The user or purchaser is responsible for the text associated with our images. In the event of the infringement of personal rights in general, the user alone shall be liable to make compensation to third parties.

6. CONTRACTUAL PENALTY, LUMPSUM COMPENSATION

6.1
In the event of the unauthorized use, distortion or transfer of our images or the unauthorized transfer of reproduction rights to third parties, the assertion of compensation claims notwithstanding, a minimum fee will be payable equal to five times the usual fee for use, more extensive compensation claims notwithstanding.
6.2
Should the copyright notice and/or agency reference be omitted, a surcharge equal to 100 % will be levied on the usage fee.

7. ONLINE IMAGE SERVICE

7.1
An application to use our online system must be made either in writing or online. To access the system, each user will receive a login ID and password. The password must be treated as confidential and must not be disclosed to other persons. In all cases the user will be liable to the full extent for any loss or damage occasioned by any misuse of his or her personal password.
7.2
In the event of infringements of these general terms and conditions, STOCK4B GmbH reserves the right to block online access.

8. TERMS OF PAYMENT, JURISDICTION

8.1
Fees and charges are payable immediately upon receipt of invoice net, without deduction, plus value added tax and self-employed artists? social security levy at the statutory rate.
8.2
German law is deemed to be agreed, even for supplies outside of Germany.
8.3
The place of fulfillment and jurisdiction is Munich.

9. GENERAL AGREEMENT

This contract replaces all previous verbal or written assurances, arrangements, negotiations, understandings and agreements between the parties in respect of the subject of contract and constitutes the entire, complete and exclusive agreement and understanding entered into between the parties in association with the subject of contract. Alterations to this contract may be made only by way of a corresponding written agreement. All of the provisions of this contract which by their nature may be expected to endure beyond the expiry of this contract shall persist even after the contract ends. You are not entitled to assign this contract either in whole or in part without the approval of STOCK4B GmbH. STOCK4B GmbH is however entitled to assign this contract without your consent. Should any individual terms of this contract be ineffective, this shall not affect the validity of the remaining provisions. Those terms which are void or invalid shall be replaced by such valid provisions as most closely approach the desired economic purpose.



Royalty-Free (RF) images

STOCK4B-RF END USER LICENSE AGREEMENT FOR ROYALTY-FREE IMAGES

This is a legal agreement between You («YOU») and STOCK4B GmbH (STOCK4B). Please read this agreement carefully. By downloading a Royalty Free image or a collection of Royalty Free images (CD) from this website, You agree to be legally bound by the terms and conditions of this agreement. If You do not agree with the terms and conditions of this agreement, do not download the images. This agreement is between You and STOCK4B and is effective on the date that You download Royalty Free images.

If You are entering into this agreement on behalf of your employer, this license and all the terms and conditions herein apply to both your employer and yourself as a representative of your employer, who shall herein be collectively referred to as «YOU». If You cease to be employed by your employer for any reason, this agreement will continue with your employer and you must enter into another agreement with STOCK4B in order to continue to use the images.

All images are copyrighted and all rights to these images are owned by STOCK4B. All rights that are not specifically granted to «YOU» by this agreement are reserved. Your right to use any of our images is subject to your full payment of the license and the restrictions set forth in this agreement.

1. GRANT OF LICENSE

1.1
Subject to the terms and conditions of this Agreement, STOCK4B grants to You a non-exclusive, non-transferable license to use each Royalty Free Image or Royalty Free CD («Images») that you have purchased, on a worldwide and perpetual basis, for your own commercial or non-commercial use or for your direct clients, but only as set out below, and not for any other purposes.
1.2
You may use the Images as part of advertising and promotional materials (including advertisements, brochures, books, company newsletters, company reports, packaging and presentations); online or other multimedia content (including online advertisement and web page design) provided that no Image is at a resolution greater than 72 dpi and cannot be downloaded or copied by any third party; publishing; materials for non-commercial use, personal use, sample use and test use, including comps and layouts. All other uses have to be approved in writing by STOCK4B.
1.3
You may create a digital library, network configuration, or similar arrangement to allow the Images to be used by employees and your direct clients provided however that the use of the Images is limited to no more than 10 such individual users. This is not a simultaneous user agreement. You must contact STOCK4B to obtain an additional license for each additional user prior to any use by such user.
1.4
All rights not specifically granted above are retained by STOCK4B. This Agreement is a license and is not a sale. You may own the media on which the Images are stored, but STOCK4B at all times retains ownership of the Images and all rights in the images, which are protected by German copyright laws, international treaty provisions and other applicable German and international laws. You hereby acknowledge that STOCK4B is the exclusive owner or licensee of the images and any and all intellectual property rights in and to the Images. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with this Agreement.

2. LICENSE RESTRICTIONS

2.1
The rights hereby granted are non-transferable. Whoever uses the Images is the end user of the Images. If You are an intermediary (e.g. an advertising or design agency), the Images must only be used by one client of yours, who must be bound by this Agreement.
2.2
STOCK4B does not grant to You any right to sublicense, re-license, rent, resell or lease any of the Images to third parties. Nor can You assign, convey, dispose of, gift, lease, rent, sublicense, sell, or otherwise transfer any of the rights granted to You under this Agreement.
2.3
You may not make any use of the Images in whole or in part that is not expressly provided for in this Agreement.
2.4
You may not use, or allow anyone else to use any Images, in whole or in part, for or in association with any pornographic purposes, or in any manner which is or could be considered to be libelous or defamatory, fraudulent, infringing or otherwise unlawful, or that in any way is or could be potentially unflattering or controversial for the model in the Image.
2.5
You may not use Images featuring a model in a manner that would imply that the model personally endorses or uses a product or service.
2.6
Advance written permission is required for use of Images featuring a model if the depiction of the model is used in connection with «Sensitive Issue» subjects, including, but not limited to subjects such as contraception, sexual or implied sexual activity, sexual preferences, dating services, chat lines, substance abuse, physical or mental abuse, violence, poverty, homelessness, dysfunctional family matters, alcohol, tobacco, AIDS, cancer or other serious physical or mental ailment or disability or serious physical or mental disease or any diagnostic test for same.
2.7
You may not use Images in any products for sale or license where the primary value resides in the Product itself, including retail t-shirts, posters, calendars and postcards. (If you would like to use an Image for such purposes, please contact info@stock4b.com to obtain a commercial license.)
2.8
You may not use as or incorporate an Image in a logo, trademark or service mark or infringe on anyone's trade name, service mark or trademark.
2.9
You may not use an Image in any template or application, whether online or not, with the purpose of creating multiple impressions of an Image, including but not limited to: website design templates, presentation templates, electronic greeting cards, business cards, e-business cards, or any other electronic or printed matter (If you would like to use an Image for such purposes, please contact info@stock4b.com to obtain a commercial license.)
2.10
You may not use, make available for use, transfer, license, sell or otherwise distribute an Image in such a manner that a person can extract or access the Image as an electronic file, including posting an Image online in a downloadable format, FTP or other digital format, posting an Image on any electronic bulletin board or network, or using an Image in electronic greeting cards. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.

3. COPYRIGHT

3.1
You agree to retain the copyright notice of STOCK4B and its licensors and STOCK4B's Image identification code as displayed on the Image and as included as part of the electronic file.
3.2
You agree to use the Image in compliance with all applicable laws, including, but not limited to, laws and regulations relating to copyright and moral rights.
3.3
You agree to provide a credit next to any Image used in an editorial manner as follows: Copyright STOCK4B-RF.

4. TERM AND TERMINATION

4.1
The license granted herein is a perpetual license that will only terminate as set out below. This Agreement will terminate automatically and without notice from STOCK4B if you breach, or fail to perform or observe, any covenant, condition or provision of this Agreement. STOCK4B reserves the right at any time to terminate this Agreement in regard to the Images or select Images for any reason whatsoever and elect to replace such Images with alternative Images.
4.2
Upon termination of this Agreement, or this Agreement in respect of a particular Image or Images, You (i) agree to cease all use of the Image or Images and any CD or other media containing such Images provided to You; (ii) return all CDs or other media provided to You containing the Images; (iii) destroy or delete all Images stored on any premises, computer, hard drive, digital media or other facilities or storage devices (electronic or physical), including all copies of the Images and CD or other media; (iv) ensure that your clients and customers cease all use of the Images.

5. INDEMNITY

You agree to indemnify, defend, save and hold STOCK4B and its licensors and contributors and its resellers, harmless from and against any liability, cost, fee, expense, loss, judgment, claim or damage claimed by any third party (including reasonable legal fees) arising or resulting from any breach, violation of, or failure to fulfill, any representation, warranty, covenant or agreement made herein by You or arising out of any use of Images provided to You, including from the use of Images in breach of this Agreement; The use of Images otherwise than in accordance with the rights granted to You herein; The use of Images in such a manner that violates or infringes any right of another person, including the use of Images without appropriate model releases, consents or waivers of moral rights, as may be required or desirable or necessary for such use; and the unauthorized use by any third party to which You may have supplied Images provided by STOCK4B.


6. WARRANTY AND DISCLAIMER

STOCK4B warrants that it has all necessary rights and authority to enter into and perform this Agreement; STOCK4B warrants the digital copy of the images in the form duly purchased by You to be free from technical defects ninety (90) days from the date of purchase. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Images. STOCK4B shall not be liable if defects arise as a result of any modification, variation or addition to the Images not performed by STOCK4B or caused by any abuse, corruption or incorrect use of the Images with equipment or software which is incompatible.

Otherwise, all Images and media provided to you by STOCK4B are provided "as is" without any warranties or conditions of any kind. STOCK4B makes no representations with respect to any Images, and, to the maximum extent allowed by applicable law, disclaims all representations, warranties, guarantees and conditions of any kind, express and implied, regarding the Images, including without limitation, all representations, warranties, guarantees or conditions regarding non-infringement or other non-violation of rights, suitability, quality, merchantability or fitness for any particular purpose. Some jurisdictions do not permit the exclusion of implied warranties, and so the foregoing may not apply to you.

It is a condition of this Agreement that you obtain all the necessary rights, model releases or consents as may be required for reproduction and use of the Images. STOCK4B makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Images and STOCK4B gives no warranty as to the accuracy or authenticity of the Images or any description of them or the identification of persons, objects or scenes appearing in them and shall not be liable to You for any of the foregoing. You are responsible for examining any digital file before effecting reproduction. STOCK4B and its licensors shall not be liable for any damage suffered by you or any third party arising from any defect or alleged defect in any digital file or its metadata or in any way from its reproduction.

The representations and warranties made by STOCK4B in this Agreement apply only to the licensed material as delivered by STOCK4B and its licensors and will be invalid if the licensed material is used by licensee in any manner not specifically authorized in the Agreement or if licensee is otherwise in breach of this Agreement.


7. LIMITATION OF LIABILITY

Neither STOCK4B nor its licensors shall be held liable for any indirect, consequential, punitive, exemplary or incidental damages arising out of, or the inability to use, the Images, even if STOCK4B has been advised of the possibility of such damages. STOCK4B's liability to You shall not exceed the amount you originally paid for the Images.


8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Germany applicable therein and shall be treated in all respects as a German contract. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and this Agreement will not be governed by that Convention.


9. ENTIRE AGREEMENT

This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter hereof and sets forth the entire, complete and exclusive agreement and understanding between the parties hereto relating to the subject matter hereof. This Agreement may only be amended by written agreement. Such provisions of this Agreement that, by their nature, would be expected to survive termination of this Agreement shall survive any such termination. You shall not assign this Agreement in whole or in part without STOCK4B?s approval. STOCK4B may assign this Agreement without your approval.


10. BREACH

In the event of any breach of this Agreement by You, You agree to indemnify STOCK4B and hold STOCK4B harmless against all claims arising out of any breach by You of this Agreement.