Terms & Conditions
General Terms and Conditions of MACKEVISION Medien Design Services and Licensing Terms for Licensed Material from Motionbox.com
Scope of General terms and conditions
- Motionbox Content: film sequences and other material of Mackevision´s Motionbox
- Third Party Rights: Rights of third parties to works appearing in MACKEVISIONS´S Motionbox (incl. architectural works, monuments, sculptures), personal privacy of persons shown, trademark rights, rights to a name or company rights appearing in MACKEVISIONS´S Motionbox.
- License Agreement: written agreement between Mackevision and the Customer to permit to the Customer the agreed use of Licensed Material.
- Licensed Material: all material delivered to the customer as set out in License agreement.
- Project: Project of the customer as specified in the License agreement.
Conclusion of the contractual relationship
As soon as a Customer makes use of any of the Services (Clause 4) and Content offered by Mackevision`s Motionbox on Motionbox.com Webspace or signing of any Agreement, whichever is the earliest, the contractual relationship governed by this GTC comes into existence.
Scope of Service
Mackevision offers the following Services:
- Granting access to Motionbox.com to enable search of Footage
- Preview download of Shots as viewing material in order to facilitating selection (subject to availability)
- Possibility to provide License Agreement as defined hereunder
- Delivery of the licensed Material prepared according to License Agreement
- Provide individual offer on request for CGI Services
Access code, utilization by third parties
- It is solely the Customer who is allowed to make use to the access code required for access to the chargeable services on Motionbox.com. Should the customer allow third parties to use the access code, he has to take responsibility for third parties actions as if he himself had made use of the access code. This shall apply accordingly, if the Customer allows any additional users to register with Customers access code on his account, and if the authorized users appointed by the Customer allow a third party to make use of the Customer´s access code.
- The customer shall immediately modify the access code required for accessing the chargeable services, if he has reason to believe that this have become known to unauthorized third parties or that third parties are making use of Service with his access code.
Customer’s duties and obligations
- The Customer shall be responsible that the Project will not transgress standards of public decency or violate the applicable law. The Customer will not use the Licensed Material in a context which would constitute a crime or an administrative offence, or which would infringe third party´s copyrights, trademarks or other rights or which would violate competition law or which has an offensive, racist, discriminating or pornographic content.
- The Customer shall at his own cost and as a precondition for the access to the Mackevision´s Website Motionbox, create and maintain the technical, organizational and contractual conditions for its Internet access, including sufficient speed of data transmission.
- The cost of internet access and usage shall be born by the customer.
- The customer does not acquire any rights or rights of use regarding Motionbox Content by downloading such material. Insofar as the customer obtains such material for preview purpose of selecting suitable material for the intended use; customer must leave all markings affixed by Mackevision in place. It is not disseminate copy or pass on material unless an appropriate agreement is concluded.
- The Customer shall, upon the first request, hold Mackevision harmless from all claims asserted by third parties against Mackevision due to the Customer infringing its duties vis-á-vis Mackevision.
- Rights and obligations arising under agreements between Mackevision and the Customer can by means of novation only be assigned to third parties with the express written consent of Mackevision.
Remuneration and billing
- The User shall pay to Mackevision the remuneration according to License Agreement.
- Payment is due according to License Agreement.
- Mackevision has full authority and ability to enter into and completely perform License Agreements and to license all Motionbox content to Customer. Mackevision has not and will not undertake any action, which might impair Licensed Rights. There are no existing or threatened claims or litigation, which would adversely affect or impair any License Agreement.
- To the best of Mackevision's knowledge, no element of the Motionbox content, nor the Motionbox content itself, nor the exercise of any Licensed Rights in the Motionbox content does or will: (i) defame any third party; or (ii) infringe any copyright, trademark, right of ideas, patent, or any other property right of any third party.
- Customer has full authority and ability to enter into and completely perform License Agreement. Customer has not and will not undertake any action, which might impair Mackevision's rights under License Agreement. There are no existing or threatened claims or litigation, which would adversely affect or impair Customer´s ability to completely perform this GTC and License Agreement. User will honour all restrictions on the exercise of the Licensed Rights or any other rights granted in License Agreement as such restrictions may be duly given to Customer by Mackevision in conformity with License Agreement. Customer will not exploit any other than the Licensed Rights in the Licensed Material or the Project or any other rights not specifically licensed to Customer according to the License Agreement, nor will Customer exploit the Licensed Material or the Project outside the Territory or after the Term.
Third party rights
- If third parties assert claims against the User because of the use of Licensed Material (e.g. due to infringement of trademarks, patents, utility models, designs, copyrights, ancillary copyrights), the User shall inform Mackevision without delay and provide the available written documents.
- If a defect of title is justified and if Mackevision is not able to reach a license or other contractual consent to the use of the Customer, the Customer may withdraw from the agreement after setting an appropriate period of grace in writing.
- As far as Mackevision does not acknowledge a defect of title, the proof for a defect of title is furnished only by final judgment of a competent court. The right to third- party notice remains unaffected.
- The liability of Mackevision for defects of title is limited set out in section 10.
- Mackevision does not assume any liability for the commercial usability of the Licensed Material and the commercial or other success of the Customer´s Project.
- Mackevision does not assume any liability for data or movie material, which has been provided or used by the Customer to produce the Project other than the Licensed Material. The technical and commercial usability of data and movie material provided by the Customer remains solely under the Customer´s responsibility.
- Mackevision shall be liable, on whatever legal grounds, including but not limited to delay, impossibility, non-performance, defective performance, defects in title or violation of duties to protect, solely for a culpable violation of an essential contractual obligation (obligation, whose fulfilment is a fundamental prerequisite for the proper implementation of the contract in the first place and for which compliance can and may be relied upon as a matter of course by the contractual party), for intent and gross negligence, for the injury to life, body or health, the assumption of a guarantee and according to the German Product Liability Act (Produkthaftungsgesetz).
Personal data of the Customer is only collected, processed or used, insofar as the person involved has given its consent or if it is permissible under the applicable law.
Licensing Terms for Licensed Material from Motionbox.com
Subject matter of License Agreement
Subject matter of any License Agreement is the use of film sequences and other material of Mackevision´s Motionbox by the Customer under this GTC.
Use of the Motionbox
The use of the Licensed Material will be granted only for the project of the Customer as specified in License Agreement (hereinafter: Project). Except for the “Royalty Free” Licensed Material (as defined in License Agreement), any other rights granted to the Customer are strictly limited to specified Project, Licensed Rights, License Term and Territory as set out in the License agreement.
- Scope of the license for the Licensed Material:
Mackevision grants the Customer a non-exclusive license,
- to store the Licensed Material and related material electronically solely for the production of the specified Project (until its completion) and during the Term,
- to edit the Licensed Material solely for the specified Project in the usual manner of cutting technique, especially to undercut them, to combine them with own image material, to reduce them, to combine them with other Licensed Material and
- to use the so-produced Project, i.e. to copy, distribute on data carriers, send, present and make the final movies only available (not the Licensed Material!) in accordance with Article 3.2..
- The Licensed Material and the related materials delivered by Mackevision shall not be distributed, transferred, stored or used in any form except for the production of customers Project.
- All rights not specifically licensed to Customer according to the license agreement are reserved to Mackevision.
- Scope of License for the Project: The exploitation of Customers Project is limited to Licensed Rights within the framework of these GTC as well as set out and defined in License Agreement and if applicable, any other agreement concluded with Mackevision.
- License Term:
- The License Term for the rights granted to use the Licensed Material shall end with the completion of the production of customers Project (final edit). Upon expiration or earlier termination any and all rights granted under the license agreement to the Licensed Material shall automatically revert to Mackevision without further notice and Customer shall destroy the Licensed Material and related materials upon completion of the Project unless specifically agreed in writing between the Parties.
- The Term for the use of Customer Project generated with the use of the Licensed Material shall be as agreed in License Agreement.
- Territory: Project: as agreed in License Agreement.
- Sublicensing: The User may not grant any sublicenses to the Licensed Material. User may however grant sublicenses within the Scope of License and within the Territory granted in the license agreement solely for the use of the Project.
- Granting of rights under the condition of payment: The granting of rights under this section 3 shall become valid only upon full payment of the remuneration owed by the Customer under the license agreement.
- Scope of the license for the Licensed Material:
Delivery of Material
Mackevision provides the Licensed Material and related material via FTP or comparable secure data sharing tools (depends on customer requirements) for exploitation of the Project. The delivery packages will be defined in License Agreement.
Term and termination of License Agreement
- The term of any License Agreement starts upon signature and ends with the expiry of the License Term.
- The right to ordinary termination during the term of any License Agreement is excluded.
- Customer will default under License Agreement if: (i) User is adjudicated bankrupt or insolvent or if a receiver, trustee or liquidator of User's property be appointed by any court or legal authority; or if any application or petition be filed in any court by any person (including Customer) to effectuate the foregoing which is not removed within sixty (60) days of filing (each a "Bankruptcy Event"), (ii) User breaches any material term, covenant, or condition of this GTC or the License Agreement or any other agreement between Mackevision and Customer including, without limitation, those provisions that require Customer to make timely payment of any payments required to be made pursuant to any respective Agreement.
- Mackevision will give Customer written notice of any claimed default. If the default is incapable of cure, then Customer will be in default immediately upon receipt of Mackevision's notice. If the default is capable of cure, then Customer will have ten (10) days after its receipt to cure any monetary default, and twenty (20) days after its receipt to cure any non-monetary default. If the default is incapable of cure, or if Customer fails to cure within the times provided, then Mackevision in addition to any other rights or remedies may suspend delivery of Licensed Material and/or terminate the License Agreement with respect to all Licensed Material and the Project licensed hereunder, retroactive to the date of default.
- In the event of termination by Mackevision, and notwithstanding any other/additional rights Mackevision may have according to the applicable law: (i) the Licensed Rights granted hereunder will automatically end and shall automatically revert to Mackevision, free and clear of any and all encumbrances and any sublicense agreements entered into by Customer; (ii) all monies payable by Customer hereunder shall be paid to and retained by Mackevision; (iii) Mackevision shall be entitled to immediate possession of all tangible copies of such Licensed Material and/or the Project, and Customer agrees, in such event that Mackevision be appointed Customer´s attorney-in-fact (such power of attorney to be deemed coupled with an interest and irrevocable), with full right to execute any and all assignments and other instruments deemed by Customer to be reasonably necessary or desirable to evidence such assignment and to protect its rights under the License Agreement.
- Upon expiration or earlier termination the Customer shall permanently delete any and all data with respect to the Licensed Material and all original copies and reproductions (in any form or media) and shall give evidence on the deletion upon Mackevision´s demand. The Customer is not entitled to a right of retention.
Copyright notice and Anti-piracy provisions
- If any use of the Project features any end credits the Customer will include in each tangible and intangible copy of the Project a copyright notice and anti-piracy warning as agreed with Mackevision and an end credit as follows: Motionbox L.M. is protected by Copyright © 2016. All Rights Reserved.
- After general release of the Project Mackevision is allowed to use the Project or clips, excerpts and/or still photographs showing the Project for use in a demonstration reel or other promotional materials (including Mackevision’s web site, the Motionbox website or related whitelabel websites) to promote the Motionbox and its related services (collectively:”Allowed Uses”). Mackevision’s allowed uses shall be non-derogatory to the Project and the image Client is attempting to convey regarding the Project.
- The contractual relationship between Mackevision and the Customer is subject to German law to the exclusion of any conflict laws and the United Nations Convention on the International Sale of Goods.
- Conflicting conditions or conditions of the customer that diverge from these General Terms and Conditions are not recognized unless MACKEVISION would have agreed strictly and in writing to their validity.
- Modifications, amendments or supplements to any agreement shall only be binding upon the parties hereto except when complying with written form. Written form shall be deemed to be complied with by exchange of letters, FAX or signed PDF documents. The same shall apply with regard to the conditioning out of the requirement of written form.
- Place of jurisdiction for all disputes arising out of or in connection with this agreement shall be Stuttgart. Mackevision is entitled according to its own choice to take legal action also at the seat of the User (domicile of the defendant).
- The complete or partial illegality, invalidity or unenforceability of any provisions herein for any purpose shall in no way affect the legality, validity or enforceability of such provision for any other purpose or the remaining provisions hereof. In such case, the parties shall replace any such provision by a valid one which most closely approaches the lawful economic purposes envisaged by the parties when incorporating the invalid provision.