RF COMPANY - TERMS AND CONDITIONS

 

§ 1 Scope
1.1 For the business relationship between RF Company (hereinafter: "RF Company") and its customers, the following General Business Terms and Conditions (hereinafter: "Terms and Conditions") exclusively apply upon submission of the customer’s order unless the parties agree something different in writing. 1.2 Differing, contrary or supplementary terms and conditions in the customer’s Terms and Conditions only become part of the contract if and to the extent that RF Company specifically agrees to their validity in writing. Contrary terms and conditions in the customer’s Terms and Conditions are expressly contradicted. 1.3 The term "royalty-free image material" in the meaning of this Terms and Conditions includes all visual representations that are created optically, digitally, or in another manner and are displayed or recorded in a physical or non-physical form on a medium (e.g. photographs, graphics, illustrations, drawings, paintings, moving images), that are usable on the basis of an all-in licence model worldwide and unlimited in terms of time, according to the provisions below.

 

§ 2 Subject matter of the contract
2.1. RF Company offers, against payment, the licensing of rights of use to royalty-free image material.2.2. The image material is not sold to the customer by RF Company. According to the following provisions, the use of the image material is licensed.

 

§ 3 Extent of licensing rights
3.1 The customer acquires a non-exclusive, worldwide, non-transferable and non-sub-licensable right to represent, reproduce and utilise the selected image material or parts of it through a medium of his choice for own informational, illustrational or advertising purposes, subject to the limitations of use under § 5. The customer is entitled to reproduce, change and process the image material for own purposes, as well as to create a security copy of the image material for the purpose of storage and archiving.3.2 Any type of use beyond that specified in Number 4.2 requires the separate written approval of RF Company. RF Company reserves all rights not specifically granted to the customer.

 

§ 4 Limitations of use
4.1 The customer is prohibited from giving away, selling, renting or otherwise ceding under sub-licences to third parties, any rights granted under this Terms and Conditions.4.2 A maximum of 10 employees of the customer are permitted access to and use of the image material via the computer network. If the image material is made available on larger computer networks, the customer must acquire an upgrade licence. The customer is furthermore prohibited from utilising the licensed image material in collaboration with third parties or from constructing a network of servers with or without a central site, which enables access to the image material by third parties, or from making the image material accessible or publicly available online in a downloadable form.4.3 The customer may not sell, license or distribute any derivative work containing the licensed Material in a way that would allow a third party to download, extract or access the licensed Material as a standalone file.4.4 Use of the licensed image material is not permitted in the manufacture of products for resale, where the majority of the value of the product is based on the value of the image material. 4.5 Use of the licensed image material is not permitted as part of a brand and its use must not violate trademark rights or other intellectual property rights of third parties. 4.6 The customer may not include the licensed material in an electronic template intended to be reproduced by third parties on electronic or printed products.4.7 The licensed image material or parts of it, particularly with respect to personal rights of persons depicted and other intellectual property rights of third parties in depicted motifs, are not to be used in a pornographic, defamatory, libellous or otherwise illegal manner, either directly or indirectly or in combination with other materials. In the event of intended use of the image material with morally questionable topics such as drugs, or physical and moral cruelty, AIDS, cancer or other serious physical or mental infirmity, as well as slander of a person or matter, the customer must obtain a written approval from RF Company in advance.

 

§ 5 Payment conditions
5.1 The license fees apply on the RF Company price list, which can be accessed under www.RF-Company.com, plus the applicable statutory VAT and possible shipping and handling costs.

 

§ 6 Damages
6.1 The customer is obliged to release and indemnify RF Company from all damages and liability claims by third parties arising from use of the image material that does not comply with the above-mentioned provisions.6.2 Damage liability, including liability for faults on the part of RF Company is excluded in the event of slightly negligent violation of duties, to the extent that these are not in respect of significant contractual duties, damages due to injury to life, body and health, guarantees pursuant to § 443 BGB (German Civil Code) or claims under product liability law. Insofar as RF Company is liable due to slightly negligent violation of a significant contractual duty, the liability is limited to damages that are foreseeable under typical contractual circumstances.6.3 Insofar as damage liability is excluded or limited, this also applies to the personal liability of employees, colleagues, representatives and vicarious agents of RF Company.6.4 RF Company has a right to object on the basis of contributory negligence. The customer is specifically obliged to secure data and protect it from viruses according to the current state-of-the-art.6.5 RF Company is not liable for the functional capability of data networks or data lines to its data centre, or for energy cuts or failure of networks or servers, insofar as RF Company has not caused the functional impairment or failure through intent or gross negligence.6.6 Subject to the above provisions, RF Company is not liable for,
- the licensed image material being marketable or suitable for a specific purpose;
- the availability of the required permits for the respective use of the image material, as may be necessary for the depiction of persons, works of art or architecture, as well as for other image material, to the extent that it affects names, companies, brands or other intellectual property rights of third parties. The customer bears the sole responsibility for obtaining the required permits for the relevant use of the image material.

 

§ 7 Duration and termination of the licence
7.1 The licence for use is granted for an indefinite period.7.2 RF Company has the right at any time to terminate the licence for use for an important reason. An important reason exists in particular if the customer violates the conditions for use defined in §§ 4 and 5 or, despite a reminder with setting of a grace period, does not fulfil the obligation of paying the licence fee. In case of termination of the licence, the customer is obliged immediately to cease utilising the image material, to erase completely the digital image material from his data carriers and to return to RF Company any data carriers that have been provided.

 

§ 8 Final provisions
8.1 This Terms and Conditions and all legal relationships between RF Company and the customer are subject to the law of the Federal Republic of Germany, to the exclusion of German international private law and the UN Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is or becomes invalid or unenforceable under applicable law, that provision shall be ineffective to the extent of such invalidity only and shall not effect any other provision of this agreement.8.2 The place of performance and exclusive jurisdiction for all claims in connection with the legal relationships between RF Company and the customer is the nearest court to the address of RF Company.8.3 Amendments or supplements to the contract must be in text form (e.g. telefax or e-mail) in order to be valid.8.4 These Terms and Conditions are drawn up in original in the German language, being the only authentic text.