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Content License Agreement

 

This Agreement contains the terms and conditions of the License on the Content You grant to Mach Media. By using the website [http://www.flightstock.com] (“FlightStock”), You explicitly agree to the terms of this Agreement and agree that no other terms, except the FlightStock General Terms and Conditions (“GTC”) apply, except if agreed in writing between You and Mach Media NV.

Mach Media NV (“Mach Media”) is a Belgian company with registered offices at Ottergemsesteenweg-Zuid 808 bus B332, 9000 Gent and registered at the Crossroads Bank for Enterprises under the number 0895.970.302. Our contact information is available on Our website www.machmedia.be.

Mach Media may hereinafter be referred to as “We”, “Us” or “Licensee”.
We may refer to you as “You”, “Your” or “Licensor”.
We may both be referred to as a “Party” and jointly as the “Parties”.

1. Definitions

 

Content

 

 

means all content available on FlightStock, including but not limited to images, photos, designs, drawings, videos, vectors, audio, etc. relating to business aviation.

 

Intellectual Property Rights

 

 

means any intellectual property right, including copyrights, trademarks, trade names, rights in logos, inventions, trade secrets and know-how, registered designs, design rights, database rights, patents, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all intangible rights similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world;

 

 

License

 

has the meaning as defined in article 3.4.

Personal Data

means any information relating to an identified or identifiable natural person;

 

2. Use of FlightStock

2.1. Your use of FlightStock is subject to Our GTC [https://www.flightstock.com/pages/terms-and-conditions.html]. In order to be able to submit Content and grant a License to Us, You must sign up for an account on FlightStock, in accordance with the provisions of Our GTC.

3. License

3.1. You may at all times submit/upload Content to FlightStock in line with the conditions as described on FlightStock (e.g. only certain formats or file size is accepted).

3.2. The Content You submit/upload to FlightStock may, amongst others, never:

-       Infringe third parties’ Intellectual Property Rights;
-       Contains any pornographic, defamatory or otherwise unlawful or immoral content;
-       Exploit persons and more specific minors;
-       Represent unlawful or violent actions;
-       Represent animal cruelty or violence towards animals

3.3. Mach Media will look into the Content you submitted in order to determine, at Our own discretion, whether or not it meets the conditions of this Agreement, Our GTC or any other criteria on FlightStock. Mach Media will amongst others take into consideration if there is a link to business aviation, if the Content is in line with article 3.2, etc. After such prior control, We may post Your Content on FlightStock.

3.4. By submitting/uploading any Content to FlightStock, you grant to Mach Media a worldwide, non-exclusive, transferable, sub-licensable, perpetual and royalty-free right to use the Content to the broadest extent possible, without being bound by any means or any purpose limitation. The right to use the Content includes, but is not limited to the right to reproduce, copy, modify, adapt, translate, communicate to the public, distribute, rent, lend, etc. (“License”). Mach Media is not obliged to use Your Content.

3.5. You may choose to grant either a full license or an editorial license on the Content to Mach Media. If You grant a full license to Mach Media, Mach Media may sublicense Your Content to the FlightStock users without the users (sublicensees) being bound to any purpose limitation (including but not limited to marketing purposes in any form). If You choose to grant an editorial license to Mach Media, Mach Media may only sublicense Your Content to the users in order to allow the users to use the Content in relation to publication purposes. Publication purposes in the context of this Agreement shall include amongst others (i) publications, (ii) press related activities, (iii) publications of books and/or articles in magazines, (iv) (online) blogs, etc. The use of the Content for (direct) marketing purposes is strictly excluded from this editorial license.

3.6. Mach Media has the right to refuse, to accept or remove Content from FlightStock at its own discretion and without notifying You. This will not cause any remuneration.

3.7. You have the right to request Mach Media to remove Your Content from FlightStock at all times, without affecting the lawfulness and validity of the sublicenses granted by Mach Media. Mach Media still has the right to display Your Content on FlightStock and grant sublicenses to the FlightStock users, for a period of thirty (30) days after You requested the removal of Your Content from FlightStock. All requests have to be provided via e-mail.

3.8. You are obliged to upload a model or property release in relation to the Content if You possess one.

4. Ownership of the Intellectual Property Rights

4.1. The Licensee acknowledges and agrees and the Licensor confirms that the Licensor is the proprietor of all right, title and interest vested in the Intellectual Property Rights on the Content in any form or embodiment thereof, except for the rights granted to the Licensee in the present Agreement.

4.2. The Licensor acknowledges and agrees that Licensee is the proprietor of all right, title and interest in the Intellectual Property Rights vested in FlightStock (excluding the Content) in any form or embodiment thereof.

4.3. The Licensor irrevocably and unconditionally waives in favor of the Licensee all moral rights in the Content. The Licensor will in any case not invoke his moral rights in such a way that he may (reasonably) hinder the commercial exploitation of the Content by Mach Media.

5. Term and Termination

5.1. The License is not limited in time and is granted for the entire duration of the existence of the relevant Intellectual Property Rights or until termination in accordance with the terms of the Agreement. Each Party may terminate the License at any time by providing the other Party with a three (3) months written notice (including e-mail). The termination of the License does not affect and has no impact on the lawfulness of the sublicenses granted by Licensee.

5.2. The termination of your account on FlightStock does in no way affect the validity of this Agreement and/or the Licenses.

6. Royalty

6.1. Licensor shall receive a royalty for every unique download of Content submitted by the Licensor. The royalty rate will be communicated on Our website [http://www.flightstock.com]. Mach Media has the right to adjust the royalty rate from time to time at Our own discretion. We will notify You about such adjustment via e-mail. The adjusted royalty rate will enter into force on the thirtieth calendar day (30th) following this notification. You are entitled to terminate this Agreement in writing within this period of thirty (30) days. You will be deemed to have accepted the adjusted royalty rate if We did not receive any written objection from You within this period.

6.2. Parties agree that if a customer downloads the same item of Content more than once, Licensor will be paid once only.

6.3. In order to receive Your royalties, You need to provide Mach Media with an invoice in relation to the downloads of Your Content, via e-mail to [email protected]. The total amount to be invoiced to Mach Media can be found in the back-end of the FlightStock platform together with the overview of the amount of downloads. Mach Media shall  issue Your royalties within thirty (30) after receipt of Your invoice (if accepted by Mach Media), via bank transfer. Mach Media shall only issue royalties if the total amount due to You exceeds 200 EUR, unless if You request payment of the remaining amount due to You at the termination of Your account.

6.4. If We terminate Your account for any material breach of this Agreement or our GTC, We have the right to withhold all open payments.

6.5. In the event of an overpayment to You for any reason, We have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties.

7. Representations and warranties

7.1. You represent and warrant that:

-       You are entitled to enter into this Agreement and that You own the relevant rights to do so, and that You are not aware or should be aware of any third party rights vested in the Content. You confirm that You are not aware or should not be aware of any third party claims in relation with the Content;
-       You are under no legal disability or contractual restriction that prevents You from entering into this Agreement;
-       You are at least 18 years old;
-       You have uploaded the model or property release if applicable;
-       The Content is neither obscene nor defamatory or racist and is not violating applicable law.

7.2. In case Intellectual Property Rights infringement claims are issued against Licensee or sublicensees, You will hold them harmless and refund any damages or costs incurred. Pending the outcome of such claims, Mach Media may withhold from any remuneration due to You under this Agreement.

7.3. Both Parties are entitled to initiate legal proceedings against third parties infringing the rights related to the Content at their own expense. Prior to initiating such actions, both Parties will inform each other.

7.4. Mach Media does not represent and warrant that FlightStock and/or the Content will constantly be available or available at all. You are not entitled to any remuneration or damages for the unavailability of FlightStock and/or the Content.

8. Liability

8.1. Parties expressly agree that Mach Media shall not be liable for any direct, indirect or consequential damages, including but not limited to, damages for loss of business profits, business interruption, loss of business information, goodwill, use, data or other intangible losses resulting from the use or the inability of the use FlightStock, even if Mach Media has been advised about the possibility of such damage. In any case, Mach Media’s liability is limited to 1.000 EUR.

8.2. You shall be liable for any direct, indirect or consequential damages, including but not limited to, damages for loss of business profits, business interruption, loss of business information, goodwill, use, data or other intangible losses suffered by Mach Media and resulting from the Content.

9. Personal Data

9.1. We will process Your Personal Data in the context of this Agreement. The processing of Personal Data is subject to the terms of Our Privacy Policy [https://www.flightstock.com/pages/privacy-policy.html].

10. Waiver

10.1. No Party to this Agreement shall be deemed to have waived any rights arising out of the Agreement or out of any default or breach hereunder, unless such Party executes the waiver in writing.

10.2. If a Party waives any right arising out of the Agreement or out of any default or breach of another Party in accordance with the section above, such waiver shall not be construed to constitute a waiver of any other right arising out of the Agreement or out of the default or breach of another Party, even if the latter is similar to the prior.

11. Severability

11.1. If any provision of this Agreement should be unenforceable or invalid to mandatory law, then such provision shall be ineffective only to the extent of such unenforceability or invalidity and shall in no way affect the enforceability or validity of the remainder of such provision or article nor the other provisions or articles of the Agreement. The Parties shall be obliged to substitute the unenforceable or invalid provision by a valid and enforceable provision, the economic result of which shall come as close as possible to the economic result intended by the unenforceable or invalid provision.

12. Amendments of this Agreement

Mach Media is entitled to amend this Agreement at its own discretion. We will notify You about these amendments via e-mail or notifications on FlightStock. The amendments will automatically enter into force on the thirtieth day following the publication or notification of the amendments. In case an amendment applies to essential components of this Agreement, You are entitled to terminate these GTC in writing, taking into account a prior notice period of fifteen (15) days. The amendments shall not apply to You during this notice period. You are obliged to give notice to [email protected] within fifteen (15) days after the publication or notification of the amendments.

13. Applicable Law and Jurisdiction

13.1. This Agreement is governed by and must be construed and interpreted in accordance with the laws of Belgium.

13.2. Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the courts of Ghent.