InsideHomePage: InsideHomePage, having its statutory seat in Amsterdam, and its registered address at Keizersgracht 651 The Netherlands;
Agreement: any agreement between InsideHomePage and Client;
Client: the magazine or other editorial party that places the series of photographs in accordance with InsideHomePage;
Intellectual Property Rights: all copyright, design rights, database right, and any similar rights with regard to the Represented Images;
Onetime Reproduction: a single reproduction of a Represented Image in the Publication;
Price Quote: the price quote as used by InsideHomePage;
Order Form: the order form as used by InsideHomePage;
Represented Images: a collection of images in the format supplied to Client by InsideHomePage with a general English text.
Article 2 - Applicability
2.1 These General Conditions are applicable to all actions of InsideHomePage. In addition, these General Conditions are applicable to all actions of InsideHomePage’s employees.
2.2 Any General Conditions of the Client are hereby expressly rejected. No variation or additional terms to these general conditions shall apply, unless expressly agreed in writing.
Article 3 – Execution of the Agreement
3.1 The Agreement between InsideHomePage and the Client is constituted when Client has signed or approved the Order Form and/or if Client receives the Represented Images. The approved Order Form, these general conditions and any supplementary written Agreements, jointly contain the full representation of the parties’ rights and obligations and replace all preceding written and oral estimates, notifications and any other correspondence.
3.2 The prices as set out in the Price Quote are exclusive of turnover tax and other taxes as well as other costs in the framework of the Agreement, unless explicitly otherwise agreed upon in writing in the offer.
3.3 InsideHomePage will inform Client as soon as possible in the event there will be additions and/or changes to the order, including the cancellation thereof.
Article 4 – Object and grant of rights
4.1 Unless otherwise agreed upon in writing InsideHomePage grants Client upon sending the Order Form a non-exclusive license to use series of Represented Images for Onetime Reproduction. Client is only entitled to the Represented Image for commercial purposes after InsideHomePage’s express prior written consent.
4.2 InsideHomePage represents and warrants that InsideHomePage has the right to represent the Represented images as provided herein and that the Represented Images, in the format provided by InsideHomePage, will not infringe any statutory or common law. However, InsideHomePage does not examine and shall not be liable for any infringement of copyrights, trademarks, product designs and/or other Intellectual Property Rights.
4.3 No model, personality or property releases or permissions, or other releases, exist in connection with any of the Represented Images, unless specifically and separately stated in writing by InsideHomePage. Client is solely responsible for and shall obtain any and all necessary releases as may be required. InsideHomePage grants no rights until Client obtains all necessary third-party releases and permissions and all other conditions are met. InsideHomePage makes no representations or warranties (express or implied) with respect to the subject matter of any Represented Image, the accuracy of information provided with the Represented Images or underlying rights to proprietary material depicted within any Representive Image.
4.4 InsideHomePage shall hold Client harmless of any claims by and statutory damages awarded to third parties, which, if such claims are proved true, would constitute a breach of the warranties and representation contained in 4.2. InsideHomePage’s obligations shall only arise if Client has notified InsideHomePage promptly upon Client’s receipt of knowledge of any claim of infringement, immediately ceased to use the Represented Image(s) following notice of infringement, and cooperated fully with InsideHomePage in the defense of any claim as may be reasonable required. In no event InsideHomePage’s obligation extend to (nor shall InsideHomePage be in any other way liable in connection with) any claim of infringement for any Represented Image(s) which:
a. has been modified after its delivery by InsideHomePage and where the claim relates to such modifications to the Represented Images;
b. has been combined with other images, products, content or materials and where the infringement claim relates to such combination; or
c. InsideHomePage has previously notified Client not to use the said Represented Image.
4.5 Client acknowledges that InsideHomePage cannot anticipate all possible uses of Represented Images by Client or its customers, and Client further acknowledges that, as provided in 4.4, Client is responsible for obtaining clearances for the subject matter of any Represented Images.
4.6 Client is obliged to take all necessary steps to protect the copyrights of the Represented Images. Client may not use the Represented Images for any unlawful purposes, in media containing sensitive subjects of any kind or for uses which in the sole opinion of InsideHomePage would illustrate a negative or unfavourable connotation to any person, place or product, including use to defame a person, to violate any person’s right of privacy or publicity or to infringe upon any copyright, trade name or service mark.
4.7 Client shall not use people Represented Images accompanied by fictious names or use the Represented Images for endorsements without InsideHomePage’s prior written consent. Sensitive subjects include, without limitation, topics that may depict the subject matter of an image in a negative or unfavourable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, tobacco or the disparagement of a person or product.
Article 5 – Consideration
5.1 In consideration for the right to use the Represented Image(s) for Onetime Reproduction, Client shall pay to InsideHomePage the amount as set out in the Price Quote.
5.2 Client is obliged to pay all invoices of InsideHomePage within 14 (“fourteen”) days after receipt thereof. All payment of Client shall be made in Euros. Objections to the invoices do not suspend the obligation of Client to pay the invoices of InsideHomePage in time.
5.3 In the event that the Client fails to pay an invoice within the period of fourteen (14) days, Client will be in default and shall be obliged to pay all reasonable costs incurred by InsideHomePage to obtain full payment from Client. After this due date an interest of 1% enters into effect unless the statutory interest is higher. In that case the statutory interest enters into effect and will be calculated over the entire invoice amount, without notice of default being required.
Article 6 – Represented Images
6.1 If Client requests InsideHomePage to replace digital files containing Represented Images due to loss or damage to these files, or due to Client’s negligence, InsideHomePage reserves the right to impose a reasonable service fee to cover the costs associated with collecting and supplying you with digital replacements.
6.2 Notwithstanding any payments by Client to InsideHomePage, InsideHomePage shall retain ownership of all digital files containing the Represented Images, and Client shall not obtain any ownership interest or ancillary rights in any digital files containing the Represented Images by virtue of any payment to InsideHomePage.
6.3 InsideHomePage shall retain ownership of all original negatives, transparencies, and other materials provided to Client that contain the Represented Images. Upon termination of this Agreement or at the end of the license term, Client shall return any analog originals, dupes, transparencies, negatives or prints containing Represented Images provided to Client by InsideHomePage. Client shall return such materials prepaid, fully insured, safe and undamaged, by air courier, registered mail or bonded messenger.
Article 7 – Liability
7.1 Client agrees to indemnify, defend and hold InsideHomePage harmless for any and all claims, damages and costs (including attorneys’ fee) arising out of or related in any way to client’s breach of these terms, or misuse of any Represented Image or any content used in combination with such Represented Image.
7.2 InsideHomePage specifically disclaim all warranties, express or implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Neither InsideHomePage nor any of its directors, officers, employees, partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use, any Represented Image.
7.3 Client shall indemnify and hold harmless InsideHomePage against any damage, liability and costs arising directly or indirectly from or consequential upon an alleged claim by a third party resulting from the execution of the Agreement.
7.4 All indemnifies and restricted liabilities as set out above apply as well for all employees of InsideHomePage or put in by InsideHomePage.
Article 8 – Force Majeure
8.1 InsideHomePage shall not be liable for failure to perform or delay in performing any obligation towards the Client if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to the loss of data due to computer hindrance, virus infection, computer hacking by third parties, damage of machines or other calamities preventing and limiting InsideHomePage from its commitment.
8.2 In the event the circumstances beyond one’s control prevent InsideHomePage to fulfil its obligations, InsideHomePage shall be entitled to postpone its activities or to deem the contract between the parties dissolved, this without judicial intervention and without any obligation on the part of InsideHomePage to pay any damages.
Article 9 – Withholding taxes
If any payment under this Agreement to InsideHomePage is subject to any withholding tax of deduction in compliance with the laws of the country within the territory where Client has its registered office (the “Registered Territory”) then in such event Client shall promptly:
a. pay the amount to be withheld or deducted, if any, to the appropriate governmental agency;
b. provide InsideHomePage with any documents required by the treaty for the avoidance of double taxation, between The Netherlands and the Registered Territory as duly fulfilled, executed, sealed and certified, if so required; and
c. refund - upon InsideHomePage’s first request - any amount payable by InsideHomePage to any third party in connection with the above.
Article 10 - Termination
10.1 InsideHomePage shall be entitled to terminate the Agreement or suspend performance of its obligations, without prejudice to its other rights and remedies forthwith on written notice and will not be liable for damages in the event that:
a. Client will be in bankruptcy;
b. Client is a debtor in possession;
c. Client shall have a liquidator;
d. Client is in legal restraint or passed away; or
e. Client commits a material breach of the terms of any legal obligation or commits a breach of the terms of any obligation resulting from the Agreement
10.2 Client shall inform InsideHomePage immediately in the event any circumstance occurs as mentioned in article 10.1 above.
Article 11 – No assignment
Client is not allowed to assign or delegate any rights or obligations under the Agreement without the prior written consent of InsideHomePage.
Article 12 – Governing Law and Jurisdiction
12.1 In the event that any article or part thereof of these general conditions is null and void or nullified, the remaining articles of these general conditions shall remain in full force.
12.2 All activities of InsideHomePage shall be governed and construed in accordance with Dutch law. All disputes that may arise out of or in connection with these activities and/or these general conditions shall be finally settled by the competent court in Amsterdam, The Netherlands.