STANDARD LICENSING TERMS
These standard licensing terms govern any licensing by registered users of assets available on Connected Archives website, connected-archives.com
This is a legal agreement between the registered user (“licensee”) and Connected Archives / Daniel Gebhart de Koekkoek, incl. its subsidiaries, affiliates and anyone acting on its behalf and with its authority ("CA" or “licensor”). By downloading, accepting or otherwise using CA’s assets, licensee acknowledges and agrees to be bound by the terms of this agreement including the privacy policy and the terms of use of the website.
1 DEFINITIONS
“Assets” means all types of visual content, including without limitation still photography, motion film or video and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to assets includes the whole or the part.
“Invoice" means the agreement provided by CA or an authorized distributor that includes among other terms, the permitted scope of use of the assets selected any limitations on the use of the assets and the licensee fee that corresponds to the use. The invoice shall be incorporated into this agreement and all references to the agreement shall include the invoice.
2 GRANT OF RIGHTS
Unless stated otherwise in the invoice, CA grants to licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, and use (collectively “use”) the assets identified in the invoice, solely to the extent the use is explicitly stated in the invoice. The licensee is not entitled to change, amend, crop, or otherwise alter the asset or parts thereof (unless otherwise specified in the invoice) nor is the licensee entitled to alter or remove statements regarding copyright, rights holder information (credit), etc. The assets shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other asset(s) without CA's prior written permission. Failure to comply with this policy will result in a penalty of 50% of the license fee.
If licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the asset(s) as limited in the invoice and agrees to be bound by the terms of the agreement. Notwithstanding the foregoing, licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any asset shall transfer to licensee by the grant of the license contained in this agreement or invoice.
Unless explicitly stated in an invoice, licensee may not use the assets in connection with an immutable digital asset intended for sale, including but not limited to non-fungible tokens. All rights not expressly granted to the licensee are reserved to CA and the copyright holder.
No machine learning, ai, or biometric technology use. Unless explicitly authorized in the invoice, licensee may not use the asset(s) (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, licensor does not represent or warrant that consent has been obtained for such uses with respect to any model-released content.
No metadata exploitation. Unless expressly authorized by licensor, you may not use the caption information, keywords, accompanying text, or other metadata associated with the assets separate and apart from the assets, or allow any third parties to access or use any such information associated with the assets.
3 RESTRICTIONS ON USE
The use of the licensed asset(s) is strictly limited to the use, medium, period of time, print run, placement, size of asset, territory and any other restrictions specified in the invoice. Licensee may not use nor permit the use of the licensed asset(s) beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction (e.G., website, social media, mobile applications, e-reader) or promotional rights.
Licensee may not use any asset in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
Licensee may not incorporate the licensed asset in any logo, trademark or service mark.
Licensee may not make the asset(s) available in any medium in a manner intended to allow or invite a third party to download, extract or access the asset(s) as a standalone file.
Licensee may not archive, republish or transmit any assets on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the assets to be distributed to or used by anyone other than the authorized users, without prior written consent from CA.
Unless otherwise expressly licensed, asset(s) may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of asset(s) on mobile devices.
Licensee may not use the asset(s) contrary to any restriction on use provided to licensee prior to or at the time the asset is delivered to licensee. Restrictions may be provided with the asset information located on CA’s or any authorized distributor’s website or otherwise communicated.
Licensee may not use any of the assets in any manner prohibited by any export laws, restrictions or regulations.
Licensee may not sell or license derivative works of the asset(s).
4 SENSITIVE USE DISCLAIMER
Licensee may not use the assets in any manner that would be deemed offensive to the model(s). Offensive uses include but are not limited to the use of an asset that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, incontinence or impotence.
If any asset featuring a model is used in:
(i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or
(ii) in connection with a subject that would be unflattering or controversial to a reasonable person, licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the asset is used for illustrative purposes only.
5 CREDIT
Licensee shall (unless otherwise specified in the invoice) credit the asset including the artist’s name and Connected Archives as the distributor of the asset. The credit line, "[Artist's name]/ Connected Archives", must appear adjacent to the asset or as otherwise indicated by CA. If the asset consists of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form "[footage] [imagery] Supplied by Connected Archives]."
If licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by licensee at CA’s discretion. The foregoing fee shall be in addition to any other rights or remedies that CA may have at law or in equity.
6 RELEASES/CAPTIONS
If persons are recognizable, Connected Archives is to be contacted beforehand to secure that no personal rights are violated.
CA will notify licensee if it has obtained a model release and/or a property release for asset(s), either in the release status information accompanying the asset(s) on CA's website, in the invoice or by other means. If no such notification is given, then no such model or property release has been obtained. CA grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any asset(s). Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such asset(s). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. CA used commercially reasonable efforts to identify the caption for each asset, but cannot be held responsible for erroneous or incomplete caption information.
7 TERMINATION AND REVOCATION
The use of an asset granted in accordance with this agreement shall expire in accordance with the time limitations set out in the invoice. Notwithstanding the foregoing, CA reserves the right to automatically terminate or revoke the license to use contained in this agreement without notice if licensee or its client fails to comply with any provision of this agreement. Upon termination, licensee and its client must immediately stop using the asset(s), delete the asset(s) and all copies from all media and destroy all other copies.
8 ELECTRONIC STORAGE
For all asset(s) that licensee takes delivery of in electronic form, licensee must retain the copyright symbol, the name of CA and the asset number, all metadata or other identification number associated with the asset(s) may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the asset(s). Upon the expiration or earlier termination of this agreement, licensee shall promptly delete the asset(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the assets deletes the asset(s) as well.
9 PAYMENT TERMS AND CANCELLATION POLICY
Time is of the essence in the performance by licensee of its obligations for payments.
The price for the assets is specified in the invoice, and payment of the invoice is to be net fourteen (14) days.
Cancellation policy: If licensee requests in writing to cancel the invoice within 7 days of the date of receipt of the asset(s), and such assets have not been used by licensee, CA may cancel the invoice and issue a credit to licensee's account or credit card as follows: (i) an amount up to 50% of the license fee may be credited if the request is received within 7 days of receipt of the assets. No credits are available for any cancellation request received after 7 days from receipt of assets. Nothing in this section 9 shall apply to research, lab, handling, or other service fees which shall be payable according to the terms stated on the invoice and shall be non-refundable.
10 WARRANTY AND DISCLAIMERS
CA warrants that: (i) it has all necessary rights and authority to enter into and perform this agreement; and (ii) the asset(s) will be free from defects in material and workmanship for 30 days from delivery (licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the asset(s)).
GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY
CA makes no other warranties, express or implied, regarding the assets, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. CA shall not be liable to licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of licensee's use of the assets or otherwise, even if CA has been advised of the possibility of such damages, costs or losses.
CA’s maximum liability arising out of or in connection with licensee's use of or inability to use the assets (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of the license paid by the licensee for the asset(s).
The representations and warranties made by CA in this agreement apply only to the asset(s) as delivered by CA and will be invalid if the asset(s) is used by licensee in any manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement. CA shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the asset(s) by licensee or the context in which the assets are used in a licensee work.
11 INDEMNITY
Licensor indemnity: Provided licensee is not otherwise in breach of this agreement and subject to section 10, as licensee's sole and exclusive remedy for any breach of the representations and warranties above, licensor shall defend, indemnify and hold harmless licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that CA is in breach of its warranties set forth above. No other indemnification is offered by licensor under the agreement.
Licensee indemnity: If licensee's use of the asset(s) is not authorized by this agreement, licensee shall defend, indemnify and hold CA and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such asset(s) by licensee, to the extent that such claim relates to the absence of a release or the licensee's unauthorized use of the asset(s).
12 UNAUTHORIZED USE
Any use of asset(s) in a manner not expressly authorized by this agreement or in breach of a term of this agreement constitutes copyright infringement, entitling CA to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to CA’s other remedies under this agreement, CA reserves the right to charge and licensee agrees to pay a fee equal to five (5) times CA normal license fee for use of the asset(s).
13 MISCELLANEOUS
Notification of misuse: Licensee will immediately notify CA if it becomes aware or suspects that any third party that has gained access to the licensed material through licensee is wrongfully using the asset(s), in whole or in part, or is violating any of CA's intellectual property rights, including, but not limited to, trademarks and copyrights.
Taxes: Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to licensee, or of licensee’s use of the licensed content.
Jurisdiction and attorney’s fee: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Berlin, Germany. Judgment upon the award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the state of Germany. Licensee is an agent for or an employee of a non-german CA but operates in a place of business in Germany or its territories, expressly agrees that any dispute regarding this contract shall be adjudicated within Germany in the manner described here. Copyright claims shall be brought in the federal court having jurisdiction.If CA is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by licensee.
No assignment: This agreement is not assignable or transferable on the part of licensee.
No waiver: No action of CA, other than express written waiver, may be construed as a waiver of any provision of this agreement. A delay on the part of CA in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire agreement: this agreement and the invoice contains all the terms of the agreement between CA and licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by licensee, the terms of this agreement shall govern.
These standard licensing terms govern any licensing by registered users of assets available on Connected Archives website, connected-archives.com
This is a legal agreement between the registered user (“licensee”) and Connected Archives / Daniel Gebhart de Koekkoek, incl. its subsidiaries, affiliates and anyone acting on its behalf and with its authority ("CA" or “licensor”). By downloading, accepting or otherwise using CA’s assets, licensee acknowledges and agrees to be bound by the terms of this agreement including the privacy policy and the terms of use of the website.
1 DEFINITIONS
“Assets” means all types of visual content, including without limitation still photography, motion film or video and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to assets includes the whole or the part.
“Invoice" means the agreement provided by CA or an authorized distributor that includes among other terms, the permitted scope of use of the assets selected any limitations on the use of the assets and the licensee fee that corresponds to the use. The invoice shall be incorporated into this agreement and all references to the agreement shall include the invoice.
2 GRANT OF RIGHTS
Unless stated otherwise in the invoice, CA grants to licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, and use (collectively “use”) the assets identified in the invoice, solely to the extent the use is explicitly stated in the invoice. The licensee is not entitled to change, amend, crop, or otherwise alter the asset or parts thereof (unless otherwise specified in the invoice) nor is the licensee entitled to alter or remove statements regarding copyright, rights holder information (credit), etc. The assets shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other asset(s) without CA's prior written permission. Failure to comply with this policy will result in a penalty of 50% of the license fee.
If licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the asset(s) as limited in the invoice and agrees to be bound by the terms of the agreement. Notwithstanding the foregoing, licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any asset shall transfer to licensee by the grant of the license contained in this agreement or invoice.
Unless explicitly stated in an invoice, licensee may not use the assets in connection with an immutable digital asset intended for sale, including but not limited to non-fungible tokens. All rights not expressly granted to the licensee are reserved to CA and the copyright holder.
No machine learning, ai, or biometric technology use. Unless explicitly authorized in the invoice, licensee may not use the asset(s) (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, licensor does not represent or warrant that consent has been obtained for such uses with respect to any model-released content.
No metadata exploitation. Unless expressly authorized by licensor, you may not use the caption information, keywords, accompanying text, or other metadata associated with the assets separate and apart from the assets, or allow any third parties to access or use any such information associated with the assets.
3 RESTRICTIONS ON USE
The use of the licensed asset(s) is strictly limited to the use, medium, period of time, print run, placement, size of asset, territory and any other restrictions specified in the invoice. Licensee may not use nor permit the use of the licensed asset(s) beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction (e.G., website, social media, mobile applications, e-reader) or promotional rights.
Licensee may not use any asset in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
Licensee may not incorporate the licensed asset in any logo, trademark or service mark.
Licensee may not make the asset(s) available in any medium in a manner intended to allow or invite a third party to download, extract or access the asset(s) as a standalone file.
Licensee may not archive, republish or transmit any assets on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the assets to be distributed to or used by anyone other than the authorized users, without prior written consent from CA.
Unless otherwise expressly licensed, asset(s) may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of asset(s) on mobile devices.
Licensee may not use the asset(s) contrary to any restriction on use provided to licensee prior to or at the time the asset is delivered to licensee. Restrictions may be provided with the asset information located on CA’s or any authorized distributor’s website or otherwise communicated.
Licensee may not use any of the assets in any manner prohibited by any export laws, restrictions or regulations.
Licensee may not sell or license derivative works of the asset(s).
4 SENSITIVE USE DISCLAIMER
Licensee may not use the assets in any manner that would be deemed offensive to the model(s). Offensive uses include but are not limited to the use of an asset that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, incontinence or impotence.
If any asset featuring a model is used in:
(i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or
(ii) in connection with a subject that would be unflattering or controversial to a reasonable person, licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the asset is used for illustrative purposes only.
5 CREDIT
Licensee shall (unless otherwise specified in the invoice) credit the asset including the artist’s name and Connected Archives as the distributor of the asset. The credit line, "[Artist's name]/ Connected Archives", must appear adjacent to the asset or as otherwise indicated by CA. If the asset consists of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form "[footage] [imagery] Supplied by Connected Archives]."
If licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by licensee at CA’s discretion. The foregoing fee shall be in addition to any other rights or remedies that CA may have at law or in equity.
6 RELEASES/CAPTIONS
If persons are recognizable, Connected Archives is to be contacted beforehand to secure that no personal rights are violated.
CA will notify licensee if it has obtained a model release and/or a property release for asset(s), either in the release status information accompanying the asset(s) on CA's website, in the invoice or by other means. If no such notification is given, then no such model or property release has been obtained. CA grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any asset(s). Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such asset(s). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. CA used commercially reasonable efforts to identify the caption for each asset, but cannot be held responsible for erroneous or incomplete caption information.
7 TERMINATION AND REVOCATION
The use of an asset granted in accordance with this agreement shall expire in accordance with the time limitations set out in the invoice. Notwithstanding the foregoing, CA reserves the right to automatically terminate or revoke the license to use contained in this agreement without notice if licensee or its client fails to comply with any provision of this agreement. Upon termination, licensee and its client must immediately stop using the asset(s), delete the asset(s) and all copies from all media and destroy all other copies.
8 ELECTRONIC STORAGE
For all asset(s) that licensee takes delivery of in electronic form, licensee must retain the copyright symbol, the name of CA and the asset number, all metadata or other identification number associated with the asset(s) may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the asset(s). Upon the expiration or earlier termination of this agreement, licensee shall promptly delete the asset(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the assets deletes the asset(s) as well.
9 PAYMENT TERMS AND CANCELLATION POLICY
Time is of the essence in the performance by licensee of its obligations for payments.
The price for the assets is specified in the invoice, and payment of the invoice is to be net fourteen (14) days.
Cancellation policy: If licensee requests in writing to cancel the invoice within 7 days of the date of receipt of the asset(s), and such assets have not been used by licensee, CA may cancel the invoice and issue a credit to licensee's account or credit card as follows: (i) an amount up to 50% of the license fee may be credited if the request is received within 7 days of receipt of the assets. No credits are available for any cancellation request received after 7 days from receipt of assets. Nothing in this section 9 shall apply to research, lab, handling, or other service fees which shall be payable according to the terms stated on the invoice and shall be non-refundable.
10 WARRANTY AND DISCLAIMERS
CA warrants that: (i) it has all necessary rights and authority to enter into and perform this agreement; and (ii) the asset(s) will be free from defects in material and workmanship for 30 days from delivery (licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the asset(s)).
GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY
CA makes no other warranties, express or implied, regarding the assets, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. CA shall not be liable to licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of licensee's use of the assets or otherwise, even if CA has been advised of the possibility of such damages, costs or losses.
CA’s maximum liability arising out of or in connection with licensee's use of or inability to use the assets (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of the license paid by the licensee for the asset(s).
The representations and warranties made by CA in this agreement apply only to the asset(s) as delivered by CA and will be invalid if the asset(s) is used by licensee in any manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement. CA shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the asset(s) by licensee or the context in which the assets are used in a licensee work.
11 INDEMNITY
Licensor indemnity: Provided licensee is not otherwise in breach of this agreement and subject to section 10, as licensee's sole and exclusive remedy for any breach of the representations and warranties above, licensor shall defend, indemnify and hold harmless licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that CA is in breach of its warranties set forth above. No other indemnification is offered by licensor under the agreement.
Licensee indemnity: If licensee's use of the asset(s) is not authorized by this agreement, licensee shall defend, indemnify and hold CA and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such asset(s) by licensee, to the extent that such claim relates to the absence of a release or the licensee's unauthorized use of the asset(s).
12 UNAUTHORIZED USE
Any use of asset(s) in a manner not expressly authorized by this agreement or in breach of a term of this agreement constitutes copyright infringement, entitling CA to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to CA’s other remedies under this agreement, CA reserves the right to charge and licensee agrees to pay a fee equal to five (5) times CA normal license fee for use of the asset(s).
13 MISCELLANEOUS
Notification of misuse: Licensee will immediately notify CA if it becomes aware or suspects that any third party that has gained access to the licensed material through licensee is wrongfully using the asset(s), in whole or in part, or is violating any of CA's intellectual property rights, including, but not limited to, trademarks and copyrights.
Taxes: Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to licensee, or of licensee’s use of the licensed content.
Jurisdiction and attorney’s fee: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Berlin, Germany. Judgment upon the award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the state of Germany. Licensee is an agent for or an employee of a non-german CA but operates in a place of business in Germany or its territories, expressly agrees that any dispute regarding this contract shall be adjudicated within Germany in the manner described here. Copyright claims shall be brought in the federal court having jurisdiction.If CA is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by licensee.
No assignment: This agreement is not assignable or transferable on the part of licensee.
No waiver: No action of CA, other than express written waiver, may be construed as a waiver of any provision of this agreement. A delay on the part of CA in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire agreement: this agreement and the invoice contains all the terms of the agreement between CA and licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by licensee, the terms of this agreement shall govern.