1. "Content" in the sense previously stated shall be digitalised datasets in high-resolution quality ("high resolution datasets"), specifically of photography (people and product images), logos, graphics, advertisements, TV and radio recordings and info-graphics as well as text materials, specifically product information, sales materials, presentations and press releases (hereinafter referred to as "digital material").
2. HiPP shall grant its users a free-of-charge, non-exclusive, limited right of exploitation for the provided contents. The right can be revoked at any given time. Any rights of use exceeding the previously specified including the right of reproduction and/or the right to pass on the contents to third parties or the right to use and/or publish the contents on the Internet shall remain with HiPP. The user shall be obligated not to modify the datasets or parts thereof, not to mix them with any other digital datasets, not to compile or decompile them and not to create any works derived from the digitalised datasets.
3. Except for cases of intent or gross negligence, HiPP shall not be liable for any damages or consequential damages resulting on the part of the user during use, operation or from not being able to use or operate the database or its parts due to missing, wrong or defective data transfer or for any other reasons. HiPP shall assume no liability for any technical errors of the database or for the correctness of details given in programmes, databases, brochures, help texts, online help, or user manuals.
1. HiPP shall provide the services specified under Item 1 exclusively pursuant to the General Terms and Conditions of Use for the HiPP Media Database. By utilising the HiPP Media Database the customer shall recognise these terms and conditions as binding.
2. Any terms and conditions of the customer that may deviate from these terms and conditions shall not be applied. Such terms and conditions shall hereby be expressly objected to and rejected by HiPP.
3. In individual cases any modifications or subsidiary agreements shall require the written consent of HiPP.
1. The digital material shall be provided over the Internet for download from HiPP’s Media Database.
2. The activation of the online access to HiPP’s Media Database shall require the previous registration of the customer. The customer’s registration shall enter into force once HiPP has transmitted user identification and password to the customer. However, there is no entitlement to access to HiPP’s databases.
3. The customer shall have the duty to keep user identification and password secret and, specifically, not to pass them on to any unauthorised third parties. If the customer should be responsible for the improper use of access data by an unauthorised third party, the customer shall be liable for damages. In this respect, HiPP shall expressly reserve the right to assert claims for damages.
4. HiPP shall be entitled to perform technical modifications or maintenance jobs at any time, also if these should lead to the temporary non-accessibility of the online databases. HiPP shall make every effort to keep these downtimes as low as possible. The customer shall have no entitlement to constant accessibility to HiPP’s online databases.
5. In the case of breaches of the contract, and subject to further rights, HiPP shall reserve the right to disable the customer’s online access.
1. HiPP is the owner of exclusive exploitation rights to the digital material it offers. The digital material itself shall always remain in the possession of HiPP and, subject to any deviating individual contractual agreements, shall only be provided for a limited time and only for the acquisition of simple rights of use in terms of the Urheberrechtsgesetz (Copyright Act) for use for the agreed purpose within the agreed scope for the specified type of use. Relevant for the scope of use are the terms of licence provided with each of the media, which can also be read locally on the customer’s computer from the IPTC fields written on the images. Any use differing therefrom shall require HiPP’s previous written approval.
2. The user shall have the duty to use the provided digital material exclusively in accordance with the licence terms, both in regard to the publication medium (e.g. advertisement, brochure, Internet offer, etc.), the type of use, the time of publication and the duration of publication, the scope of use and the area of dissemination. Should the user violate against any of these terms of licence, the user shall have the duty to indemnify HiPP in relation to any claims of third parties resulting from unauthorised use.
3. A forwarding of digital material or exploitation rights thereto to third parties shall not be permitted without previous express approval of HiPP. "Third parties" shall also include, for example, subsidiaries.
4. HiPP shall be entitled to ban the customer from using any already downloaded digital material if the customer violates against the provisions of these terms and conditions of business.
5. Any reproduction of digital material or its transmission by long-distance data transmission shall not be permitted without previous approval of HiPP, provided this is not absolutely necessary within the permitted use for achieving the contractual purpose on the part of the customer.
6. A re-designing and/or processing of digital photography exceeding the normal extent of image processing such as e.g. drawings or photography based on HiPP’s digital photography, photo-composing or photo montages shall not be permitted without previous written approval of HiPP regardless of the used technical resources.
7. Any use is subject to German copyright law.
1. Subject to any deviating contractual agreements, the digital material may be published from the time of the download for the duration of the contractual agreements. After the expiry of this period of time, the digital material itself along with any copies that had to be made to fulfil the contractual purpose within the scope of permitted use are to be deleted from all of the customer’s storage media.
1. If the digital material is published in press publications, the references provided by HiPP are to be taken over in identical form, and, where possible, included in the imprint. Subject to any deviating agreements, the customer shall in accordance with s. 13 UrhG (UrhG = Urhebergesetz, Copyright Act) additionally have the duty to include a copyright and agency sign to the material as is customary and in the form it is provided with the digital material so that assignment is unambiguously made possible. Subject to any deviating agreements, this shall also apply to advertisements, inserts in films or TV broadcasts or any other media.
2. Provided the digital material of HiPP is published as part of a press product, HiPP’s customers shall have the duty to send, of their own initiative and free of charge, to HiPP an author’s copy stating the published material immediately after the publication of the digital material. If the digital material has been published within the context of an online press release, the customer shall have the duty to send HiPP a link to the relevant Internet site or a corresponding screen shot immediately after its publication.
1. The use of the digital material is free of costs for the contractual partner.
1. Immediately after downloading, HiPP must be notified in writing of any technical or other defects of the digital material. In the event of hidden defects, HiPP must be informed in writing immediately after the defect has been detected.
2. If HiPP is notified of the defect in due time and if the complaint is justified, the customer shall be provided with technically perfect datasets for which no service fees shall be charged after prior consultation with HiPP.
3. HiPP declares hereby that it is in possession of the rights of authors, holders of ancillary rights and otherwise authorised, which are required for the exploitation of the digital material within the agreed scope.
1. The use of digital material of HiPP shall not release customers from their journalistic care. Any corruption or distortion of images, graphics and/or text or any uses that lead to defamation of depicted persons or to the violation of protected corporate characteristics or any other rights of third parties are not permitted. In such cases, HiPP shall not assume any press-law-related or any other type of liability. In this respect, the customer shall indemnify HiPP from any claims of third parties asserted against HiPP, resulting from the previously specified uses.
2. Pursuant to the legal requirements, HiPP shall assume liability, provided the occurred damage is based on intent or gross negligence, which shall include any intent or gross negligence of HiPP’s representatives or subcontractors. Provided there was no deliberate breach of contract, HiPP’s liability for compensation shall be restricted to damages that are regarded as being typically foreseeable.
3. Pursuant to legal requirements, HiPP shall be liable for the culpable breach of a fundamental contractual obligation (cardinal obligation). In this case the liability for compensation shall also be restricted to damages that are regarded as typically foreseeable.
4. Provided nothing other was agreed above, HiPP’s liability shall be excluded on the grounds of any other breaches of obligations or on the grounds of claims based on tort pursuant to s. 823 BGB (Bürgerliches Gesetzbuch = Civil Code).
5. Provided the liability for compensation against HiPP is excluded or restricted, the exclusion or restriction shall also apply to the personal liability for compensation of HiPP’s employees, agents or subcontractors.
1. In the event of use contrary to the terms of the contract, reorganisation and/or processing or forwarding of the digital material in any kind of form, in the event of unauthorised transfer or granting of rights of use to third parties and in the event of reproduction in digital or analog form contrary to the terms of the contract as well as their transmission to third parties, HiPP shall reserve the right to assert further claims and be entitled to demand from the customer a contractual penalty for the respective material.
2. Should the customer publish the digital material but fail to include the reference as required by HiPP or the required agency or copyright sign in the form specified in these provisions, the customer shall indemnify HiPP from any claims resulting from the missing reference coming from third parties as for example from authors or partner agencies. This applies with the reservation of the right to further claims. Excluded from this contractual penalty agreement shall be those cases in which HiPP has expressly demanded the non-inclusion of references or copyright/agency signs.
1. As place of jurisdiction the relevant courts for Pfaffenhofen/Ilm shall be agreed. HiPP shall, however, be entitled to sue customers at their place of residence or company seat. Pfaffenhofen/Ilm shall be the place of performance.
2. German law applies.
HiPP GmbH & Co. Vertrieb KG, Georg-Hipp-Str. 7, 85276 Pfaffenhofen/Ilm Tel. +49 (0)8441 / 757-0, Fax +49 (0)8441 / 757-402