BIOS operates as a photographic agency specializing in the management and distribution of historical and artistic photographic collections under commercial brand Biosphoto.
Therefore, the name “Biosphoto” used in the following terms and conditions means the photographic agency department of BIOS.
The present Licensing Terms & Conditions, hereafter referred to as the "LTC" govern the conditions under which Biosphoto grants its clients, each client being hereafter referred to as the "Assignee", the right to reproduce or represent the photographs in its collection and those of its partners, hereafter referred to as "the Images".
Viewing, using or acquiring exploitation rights to one of the Images from the Biosphoto collection, implies the unreserved acceptance and compliance with all the stipulations of the present LTC.
Biosphoto’s standard LTC shall unconditionally prevail over the Licensee's standard terms and conditions and over any other professional code of good practice (code des usages) as regards photographic illustrations. If the Licensee does not accept one or more of the stipulations contained in the LTC or if these stipulations contradict its own standard terms and conditions, the Licensee shall refrain from using this service or the content thereof which is made available to him.
Pursuant hereto, the Licensee is only granted a limited right to reproduce, represent or draw inspiration from Biosphoto's photographic images. This license is granted for a limited use as defined on the back of the delivery form. Under no circumstances shall the Licensee gain material ownership of the documents sent to it by Biosphoto regardless of the medium used (paper, film, conventional prints or digital). The images (to which rights are) granted by Biosphoto pursuant hereto are granted for the use stated on the quotation which has been accepted by the Licensee, a specific bilateral agreement or the invoice issued by Biosphoto. Any other use or re-use of the photographic images (to which rights are) granted shall be the subject of a further agreement which may or may not be followed by an additional invoice. No refund will be issued on invoices or payments made in advance of publication, regardless of the actual use of the Images. Should the actual use of the Images differ from the one specified in the accepted quote or invoice (higher print run, larger format or number of images used, etc…), an additional invoice will be issued.
The Licensee undertakes to provide proof of the use of each of Biosphoto’s photographic documents. Each use or re-use of the photographic images that are the subject hereof shall be the subject of payment of fees whose amount shall be set by Biosphoto.
The Licensee undertakes to comply with any restrictions on the use of the photographic images. Any use for advertising purposes or for the purpose of political propaganda or sensitive social issues without Biosphoto’s prior agreement in writing is prohibited.
Photographic images that are placed online by the Licensee for their use in the context of a website shall be shown in low resolution (no more than 700 x 700 pixels in 72 dpi). Use of the photographic images on social networks without Biosphoto’s prior agreement in writing is prohibited and, when such agreement is in place, the use of the specific format provided by Biosphoto is mandatory.
Photographic images may be encumbered by a literary and artistic property right or by an industrial property right, or related rights, a right as regards personality, a moral right, right of property or other rights that belong to a third party. Unless otherwise stated, the exploitation license granted by Biosphoto never includes authorizations relating to the exploitation of the fruits of mental activity, trademarks, the image of individuals and moveable or immovable property represented in the photographic images.
The Licensee alone shall be responsible for obtaining the necessary authorizations and for negotiating as regards the rights relating to works, property or individuals represented in the photographic images from or with their beneficiaries. As a result, the Licensee shall hold Biosphoto harmless against any recourse or dispute relating to obtaining these rights and shall also hold Biosphoto harmless against any order which may be handed down against it (by a court) in this respect.
The Images are copyrighted works protected by intellectual property law. Under French law and international conventions no violation can be brought against the integrity or authorship of a work. A photographic image may not be used in a way that causes harm to the integrity or the reputation of its author nor should any use misrepresent the image or, as regards news images, distort the meaning thereof.
Accordingly, the Licensee agrees not to make any changes in the Images (significant cropping / re-framing, trimming, editing, montage of several photographs, colorizing, etc.) likely to affect the author's moral rights. The Licensee is solely responsible for the conditions under which it uses the Images, particularly by re-captioning them, associating them with other photos or any text or image of choice or proceeding, without the prior written consent of Biosphoto, their modification or their crop, and the Licensee agrees to hold free Biosphoto against any claims concerning such uses.
The credit line must accompany each of the reproductions or representations of the photographic images. This generally consists of the name of the photographer or of the partner collection followed by Biosphoto’s name.
The credit line must be placed next to the image reproduced or in the table of illustrations provided for that purpose, clearly stating the page or the place where the image is reproduced. Equally, the credit line must also be included in the credits of audiovisual or multimedia works that contain photographic images that are the subject hereof.
To use the photographic images in an electronic product/service such as a website, social media, CD-Rom, DVD, or Intranet, the Licensee undertakes to include the following words "All rights reserved. Biosphoto Agency" on every page which contains a Biosphoto photographic image.
In the event of a breach of these provisions, the fees owed to Biosphoto for the use in question shall automatically be tripled.
Transmission of photographic images in any form whatsoever, shall not entail the authorization to use, reproduce, represent or draw on them for inspiration.
The delivery of the digital files of the images may be subject to invoicing of technical expenses separately from the fee for using the photographic images.
Without Biosphoto’s prior written consent, the Licensee expressly agrees not to establish a physical or digital database from the Images transmitted by digital means by Biosphoto or downloaded from the website. The Licensee is not allowed to keep the Images transmitted by Biosphoto or downloaded from the Biosphoto website in an archive on any medium whatsoever, for more than seven days after their actual use. The Licensee undertakes therefore to destroy the digital files, or, where appropriate, to return any digital belonging to Biosphoto upon expiration of that period. Additionally, it is mandatory to provide photo credit and the source of the file during the temporary storage by the Licensee.
Biosphoto may cease distribution of some photographers, collections or individual images, without notice and without explanation, without the Licensee being able to claim any compensation as a result.
In this case, and as soon as the notification by Biosphoto to cease using the images is received, the Licensee shall immediately stop using the images and delete all copies he may still retain in his possession.
Proof of the use of the photographic images must be sent to Biosphoto within 15 days as from the date they appear or are published. After this period, the fee for using the images shall be doubled and the Licensee shall be invoiced without notice. In the event that Biosphoto discovers unreported use of its Images, the fees owed shall be quadrupled.
If the fees owed to Biosphoto are not paid or in the event the Licensee uses the photographic images in breach of Biosphoto’s rights and in particular without informing Biosphoto thereof, Biosphoto reserves the right to obtain compensation for the damage it may have sustained by all legal mean.
Invoices must be paid 30 days after the date the invoice was issued or on the date specified on the invoice. Any invoice which has not been paid within this 30-day period shall automatically be increased by late-payment interest equal to three times the French legal interest rate.
In the event that the Licensee is not regularly meeting his payment obligation and after a warning remaining without effect for a maximum of 8 days, Biosphoto reserves the right to suspend any provision of documents exclusively at the fault of the Licensee.
According to French law n°2012-387 of 22 March 2012, a late payment penalty of € 40 will be applied for any payment delay in addition to any late-payment interest accrued as per above.
These Licensing Terms & Conditions contain all the agreements that have been made by the parties and render null and void any other previous agreement, declaration of intent, promise or document exchanged between the parties and relating to these stipulations. The fact that one party fails to demand fulfilment of a provision hereof shall not entail the waiver of the benefit of such clause.
If one of the provisions of these standard terms and conditions of assignment is declared null and void, the parties agree that the other provisions shall remain in effect and shall retain all their effects in respect to said parties.
In the event of a contradiction between the original version of the Licensing Terms & Conditions in French (Conditions Générales de Cession) and its translation into English, the French version shall prevail.
These Licensing Terms & Conditions are governed by French law to the exclusion of all others.
IN THE EVENT OF A DISPUTE THAT MAY ARISE REGARDING THE FORMATION, INTERPRETATION OR PERFORMANCE OF THESE STANDARD TERMS AND CONDITIONS OF ASSIGNMENT, THE PARTIES GRANT JURISDICTION TO THE COURTS OF BIOS HEAD OFFICE WHICH SHALL HAVE EXCLUSIVE JURISDICTION EVEN IF THERE IS MORE THAN ONE DEFENDANT OR IF A THIRD PARTY IS JOINED TO THE PROCEEDINGS AND EVEN IN THE CASE OF SUMMARY PROCEEDINGS.