Hansgrohe SE (hereinafter the “Licensor”) is the owner of the copyright or the owner of an exclusive license to the copyright of the video/film material (hereinafter the “rights”).
- The Licensor hereby grants the Licensee a non-transferable, non-exclusive license, which may be revoked at any time, to exercise the right of use for the sole purpose of offering and selling the Licensor’s products.
- The Licensee is entitled to use the material solely subject to the rights, as acquired within the normal course of business. However, the Licensee is not entitled to receive or be provided with any such material from the Licensor.
- The Licensee may not misuse this license or the material subject to the rights.
- The Licensee is not entitled to issue sub-licenses.
- The Licensee may not, at any time, exercise the rights in any way other than as described, and will not take any steps that could contravene the content or purpose of these Terms and Conditions of Use. Furthermore, the Licensee shall refrain from any activity that may reasonably be expected, in all probability, to have an adverse effect on the value, validity or enforceability of a licensed right or on the Licensor’s ownership of such a right.
- The Licensee shall observe, in particular, the type and duration of use granted for the material in question.
- Royalties will not be charged.
- The Licensee hereby acknowledges that, within the Licensee/Licensor relationship, the Licensor is the sole owner of the rights, that these are and shall always remain the sole and exclusive property of the Licensor and that, with the exception of the license granted herein, the Licensee has not acquired any further rights or entitlements to the rights. The Licensee will not challenge the Licensor’s ownership of the rights.
- Upon termination of the license due to cancellation or expiry, all rights to the material granted to the Licensee will automatically expire. The same also applies on expiry of the duration of use granted for the material in question. The Licensee must immediately cease exercising the rights and using the material subject to the rights.
- The Licensor does not guarantee the validity of the rights and provides no guarantee that the rights may be exercised without infringement of third party rights.
- The Licensee undertakes to indemnify and hold the Licensor harmless from and against any and all claims, actions, losses, damages and expenses (including, but not limited to, legal expenses and lawyer's fees), which are caused by acts of the Licensee in connection with, or due to the use of, the material.
- The Licensee must immediately notify the Licensor in writing of any infringement of, or challenge to, the Licensor's rights to the material that it becomes aware of. The Licensor has the exclusive right, but no obligation, to take defensive action or initiate proceedings against infringing parties.
- The rights are granted to the Licensee for the material in question up until the expiry of the date indicated. On expiry of this date, all rights to the corresponding material shall expire without requiring a separate notice of termination.
- Exercise of the rights cannot be used to imply the existence of or create an agency agreement between the Licensor and the Licensee.
- No rights or obligations resulting from the license may be assigned or transferred without the written consent of the Licensor. Any attempt to assign or transfer on the part of the Licensee will entitle the Licensor to terminate the license with immediate effect.
- All rights are subject to the law of the Federal Republic of Germany. The Licensee hereby irrevocably submits – as far as is permissible – to the non-exclusive jurisdiction of the courts of Offenburg. The Licensor also reserves the right to raise a claim against the Licensee at another competent place of jurisdiction.
- These Terms and Conditions of Use shall replace any prior agreements in existence between the Parties concerning the material.
- The Licensor reserves the right to make changes to these Terms and Conditions of Use at any time. Changes relating to previously provided rights must be made in writing.
- If a provision of these Terms and Conditions of Use should be declared invalid or unenforceable, the Parties hereby agree to replace this provision with one that is valid and enforceable and that comes as close as possible to the economic purpose of the invalid provision.