Terms

LICENSE AGREEMENT

This License Agreement shall be between you or your company, firm or other organization (“you”) and René Drouyer. This Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license.

Please read this License Agreement carefully. It contains important information regarding your legal rights, remedies and obligations and constitutes a binding agreement between you and René Drouyer in the sale of digital photos and illustrations (the “content”) from the www.isaxar.com (the “site”).

You acknowledge and agree that using or paying for any content from René Drouyer shall bind you with all the terms of this Agreement. If you do not agree with any of the applicable terms, do not obtain or use any content from René Drouyer. We encourage you to keep a copy of this Agreement for your records.

I. Definitions

“Editorial Use Only” means that the Image is used as a descriptive visual reference – an example of a specific person, place, thing or event. An Editorial Use Only image can be used: (1) in a newspaper or magazine article; (2) on a blog or website for descriptive purposes; and, (3) in a non-commercial presentation.

“Images” shall mean the photos or illustrations you have selected which are identified on the Invoice.

“Intellectual Property” shall mean all property, intellectual, industrial design and moral rights of every kind and nature, including all applications thereof, including but not limited to copyrights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, trade secret rights and registrations, initial applications, renewal extensions, continuations, divisions or reissues thereof.

“License” shall mean the non-exclusive (unless otherwise stated in the Invoice) non-sub licensable right René Drouyer grants to you to use the Image.

“License Fee” shall mean any sum or sums payable to René Drouyer by you in respect of the License.

“Licensed Material” shall mean any still image, digital photo, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to René Drouyer under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

“Reproduction” shall include any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image or clip may not appear to a reasonable person to be derived from the original Image.

II. Grant of rights and restictions

René Drouyer grants to you a non-exclusive (unless otherwise stated on invoice), non-sub licensable and non-assignable right to reproduce the Image solely in the manner and for the purposes set out in the Invoice. When exercising this right, you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image.

III. Type of License

You may choose to license in either of the following ways:

  1. A standard license, which allows you to use the image for commercial, editorial, personal use (e.g., in a website, a newspaper, an advertisement), as long as the image is not reproduced more than 100,000 times. This license prohibits you from selling work derivatives.
  2. An extended license, which allows you to reproduce the image more than 100,000 times. Furthermore, this license permits you to sell work derivatives (e.g., a poster of the image).

Images when utilized for editorial use only may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Image is not compromised and the truth of the image is maintained, but shall not, under any circumstances, otherwise be altered. You must retain the copyright symbol, the name of René Drouyer, the Image’s identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image.

Use of the Image is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Invoice. You may utilize the Image in any production process that may be necessary for the intended use specified in the Invoice.

IV. Restrictions

You may not use the Image in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.

Moreover, the Image shall not be used contrary to any restriction on use that is notified to you prior to or at the time of delivery. Such restrictions may be included in the information provided with the Licensed Material on the Site, in the Invoice, or in any other communication by René Drouyer. Any such restriction provided to you shall be incorporated in this Agreement by reference.

V. Copyright

No ownership or copyright in any Licensed Material shall pass to you by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, René Drouyer grants you no right or license, express or implied, to the Image.

You acknowledge that all right, title and interest in and to the Image, including, without limitation, any and all trademark, copyright and any other Intellectual Property rights therein remain with René Drouyer, and nothing contained herein shall be construed to convey any rights or propriety interest in the Image other than the specific rights granted in Section II herein.

René Drouyer, after reasonable notice, may inspect any records, accounts and books relating to the reproduction of any of the Image to ensure that the Images are being used in accordance with this Agreement.

VI. Warranty and Limitation of Liability

René Drouyer guarantees that should any Image have defects in material or workmanship and these are notified in writing to René Drouyer within thirty (30) days from the date of delivery of the Image, then René Drouyer will either replace the Image with another digital copy of the Image free from defect or refund the License Fee paid by you to the extent attributable to the defective Image, at René Drouyer’s option.

René Drouyer makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. René Drouyer shall not be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of René Drouyer, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if René Drouyer has been advised of the possibility of such damages, costs or losses.

René Drouyer’s maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to 1 times the value paid by you for the relevant Image.

The terms of the immediately preceding clause shall not preclude any liability or claim arising from willful default or gross negligence on the part of René Drouyer or any of its employees, agents or otherwise. Each provision of this clause is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

VII. Confidentiality

Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party.

For the purposes of this Agreement, confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.

TERMS AND CONDITIONS

I. Binding Agreement

Your purchase of our Images is subject to the terms and conditions set forth herein, as well as any other notices, disclaimers, or restrictions posted on our Site.

In acquiring our Images, you agree to adhere to and be bound by this Terms and Conditions, as these provisions may be modified from time to time in the sole discretion of René Drouyer.

II. Terms of Payment

Subject to any special terms agreed upon between the Parties, René Drouyer will invoice you once the order process is complete on www.isaxar.com website.

You shall be duly entitled to the Images only upon full payment of the License Fee and other related costs. Any alterations to this payment term have to be agreed in writing. Receipts for payment will only be issued upon request.

René Drouyer operates a Cancellation Policy and its terms are summarized on each invoice. We reserve the right to change this policy without notice.

III. Default

If you fail to make payment on the due date then, without prejudice to any other remedy available to René Drouyer, we shall be entitled to:

  • Cancel the contract or suspend further services for you.
  • Charge interest on overdue invoices and reasonable recovery costs. The Seller understands and will exercise our statutory right to claim interest and compensation for debt recovery costs if we are not paid according to agreed terms at a rate of 10% per month.

IV. Intellectual Property

You acknowledge and agree that René Drouyer shall own all worldwide right, title and interest in and to the Images available on or through the Site, and any modifications, updates, upgrades, copies, derivative works, augmentations or customizations of the foregoing, including all worldwide intellectual property rights to the same, including without limitation, all French and worldwide patents, patent applications, copyrights, trademarks, trade secrets, rights of publicity and privacy and other proprietary rights. All rights not expressly granted to you herein are expressly reserved to René Drouyer.

Modification of the Images or use thereof for any purpose other than that expressly permitted herein is a violation of copyright and other proprietary rights.

V. Ownership; Copyright; Trademarks

The Images, particularly its organization and layout, are copyrighted and are protected by copyright laws.  No right, title or interest in any of the materials contained on this website is transferred to you as a result of the sale of such materials. Unless otherwise specified, you may not copy, modify, distribute, transmit, display, reproduce, publish, license, create derivative works from, without written permission from René Drouyer.

All of the trademarks, service marks, and logos associated with René Drouyer and displayed on the site are registered and/or unregistered trademarks of the company, its affiliates, or third parties.  Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the trademarks without express written permission or the express written permission of the applicable third party.  Any use of the trademarks is expressly prohibited except as expressly provided by René Drouyer.

VI. User Representations, Warranties And Covenants

You represent, warrant and covenant to René Drouyer that:

  • You will comply at all times with all applicable French laws, rules and regulations in your use of the Images.
  • You will not, nor will you permit any other person, corporation or entity, without the prior written consent of René Drouyer to create, attempt to create, or grant permission to the Images.
  • You will not use René Drouyer’s name, including its product, to mislead other people.
  • You shall have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Images and perform your obligations hereunder.

VII. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS AND THAT YOU UNCONDITIONALLY AGREE TO ALL OF PROVISIONS CONTAINED HEREIN. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY REVIEWED AND UNDERSTAND ALL ASPECTS OF THE TERMS AND CONDITIONS AND THE DESIRABILITY OF USING THE IMAGES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THE TERMS AND CONDITIONS.

VIII. Miscellaneous terms

  1. The License will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within a reasonable time after our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.
  2. No variation of any of these Terms shall be effective unless in writing and signed by René Drouyer and you. No action of René Drouyer, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that René Drouyer waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between this Terms and Conditions and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.
  3. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
  4. The validity of this Agreement and the interpretation and performance of all of its terms shall be governed by French laws. You hereby irrevocably agree to submit to the personal jurisdiction and venue of France, and expressly waive any claim or defense that such forum is not convenient or proper for purposes of any action arising under this Agreement. The parties hereto waive any right they may have to a jury trail.
  5. You recognize that the Image possess a special, unique and extraordinary character that makes difficult the assessment of monetary damages which René Drouyer might sustain by an unauthorized use. You agree that irreparable injury would be caused to René Drouyer by such unauthorized use, and that injunctive relief would be appropriate in the event of breach of this Agreement.
  6. If after notice to you, you fail to take any action which you are obliged to take hereunder, René Drouyer shall have the right and option, but not the duty, to bring an action for specific performance to compel such action, and obtain all reasonable costs, expenses, attorney’s fees and disbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction.