This page (together with the documents referred to on it) contain the
terms and conditions on which Doohstuff supplies the registered user of
the website www.doohstuff.com any of the products (“Products”)
listed on this website.
Please read these terms and conditions carefully before ordering any
Products from our site. You should understand that by ordering any of
our Products, you agree to be bound by these terms and conditions.
Please understand that if you refuse to accept these terms and
conditions, you will not be able to order Products from the Doohstuff
website (“Website”).
Any personal data that we gather concerning you shall be used only in
accordance with our Privacy Policy.
All videoclips with a clipcode starting with CD are subject to the license agreement as to be found in section 1. All other content to be found on this site is subject to the terms and agreements under section 2.
Section 1
1. Recital
1.1 The present agreement regulates the conditions under which the Customers (hereinafter referred to as "Customers") may use the Contents such as photographs, videos (for instance films, animations), graphics, illustrations, drawings (hereinafter referred to as "Content") - made available by Doohstuff B.V. (hereinafter referred to as "Doohstuff").
1.2 The Customer Licence Contract shall apply in addition to the Terms and Conditions of Use applicable for the internet site, which all authors and customers (hereinafter jointly referred to as "Members") have approved of. In case of discrepancies between the Customer Licence Contract and the Terms and Conditions of Use, the provisions of the present Customer Licence Contract shall prevail.
2. Licence
2.1 Doohstuff grants the Customer a non-exclusive licence, without restrictions as to time and place, for the utilisation of the Content for admissible purposes of use in accordance with the provisions hereinafter.
2.2 All other rights to the Content and related to the Content, including any copyrights, shall remain with Doohstuff or the authors of the Content respectively.
2.3 Further transfer:
(a) As a principle, the licence is not transferable.
(b) Exception: The utilisation rights to the Content may only be transferred to one single third party, if such transfer is carried out within the framework of the fulfilment of a customer project, e.g. by an advertising agency to its client. The repeated utilisation in projects for different clients is not permitted. In such cases, additional licences must be purchased for each individual client.
2.4 Purpose of utilisation:
The transfer of the utilisation rights comprises
• the copying and dissemination rights, i.e. the right to copy and disseminate the Contents and/or have them copied or disseminated as desired - also onto image/sound/data carriers other than the ones originally used - within the framework of the stipulated types of use.
• the right to call up the Contents and use them online, i.e. the right to make the Contents available by means of analogous, digital or other storage or data transmission technology, with or without interim storage, wireless or through cables.
• the broadcasting rights, i.e. the right to make the Contents available to the public within the framework of the type of licence as stipulated above, as often as desired, by means of all technical processes (e.g. analogous, digital, high definition, incl. DVB-T, -C, -S, and -H), through transmissions such as radio or television transmission, wire transmission, Hertzian waves, laser, microwaves etc, or similar technical equipment, irrespective of whether the transmission is effected through terrestrial transmission equipment, cable TV (also through telephone networks), including re-transmission by cable, satellites, including direct satellites (DBS), other data or telephone cables or networks such as ISDN, DSL, GSM, UMTS, radio links systems, power lines etc., or other technical equipment, or through a combination of the stipulated ways of transmission.
• the videogramme rights, i.e. the right to utilise the Contents by means of copying and disseminating them on all types of analogous and digital image/sound/data carriers. The rights to videogrammes in particular comprise all storage media (image/sound carriers) of all kinds (CDs, DVDs, etc.).
• the theatre rights (showing/cinema rights), i.e. the right to exploit the Contents for public showing - live, if applicable - in film theatres and other suitable locations (such as hospitals, residential homes, schools, vehicles, trains, aeroplanes, hotels etc. or in public locations such as streets, stations, airports, drive-in cinemas etc.). The showing may be against payment or free of charge, using all suitable processes/techniques (including digital and electro-magnetic systems), and in all formats (e.g. 70, 35, 16, 8 and super 8 mm), and on image/sound/data carriers of all kinds.
• the clip licence rights, i.e. the right to utilise clips from the Contents without modifications, in an edited, modified or enhanced form, including the original film music and the original film soundtrack, as often as desired, against payment or free of charge, in all media (e.g. analogous or digital image/sound/data carriers and/or other media).
• the exhibition rights, i.e. the right to publicly show and/or utilise the Contents, whether entirely or in part, without modifications or in an edited, modified or enhanced form, during exhibitions, (sales) shows and similar events.
• the printing rights, i.e. the right to utilise the Contents or parts thereof for the production, copying and dissemination of illustrated or non-illustrated books, magazines or other printed works.
• the editing rights, i.e. the right to edit or modify the image material using analogous, digital or other image editing methods (e.g. photomontage, alienation, colouring), taking into consideration the authors' copyrights.
2.5 Merchandising Licence (not required for videos):
The provisions in 2.1 to 2.4 above shall apply for the acquirement of a merchandising licence. In addition, the following shall apply:
Encompassed in particular is the right to commercially exploit the Content by means of producing and distributing all types of goods (products for re-sale, such as posters, calendars, dolls, games, toys, stuffed toys, sports goods, household, bathroom and kitchen goods, clothing, printed texts, including comics, headgear, buttons, etc.)
3. Prohibited types of utilisation
The Contents may not be used
(a) for pornographic, sexist, defamatory, libellous or racist presentations or for presentations offending minorities or religious groups;
(b) in a way which would vilify the author or the person(s) shown, or if it must be assumed that the author or the person shown would not approve of the publication (in spite of the existence of a so-called model release). For purposes of clarification: This refers to all images which show this person in a situation which may violate his/her personality rights, including sexual or insinuated sexual activities or preferences, use or abuse of drugs, crimes, physical or mental abuse or suffering or any other situation which would probably be offensive for any person shown in the content (e.g. dating pages, escort services, erotic offers, pornographic offers, pages with content which is harmful to minors). In such cases, an expressed written agreement must be obtained via Doohstuff from the person affected (against payment of a lump-sum fee).
(c) as a trademark, design mark, logo or company sign or as a part thereof;
(d) for unauthorised communication measures, neither direct nor indirect (e.g. spamming);
(e) for other illegal activities.
4. Transfer of the utilisation rights
4.1 The utilisation rights will be transferred upon finalisation of the order process.
4.2 This transfer is subject to the irrevocable and resolutory condition that payment of the licence fee due is effected within the payment period stated on the invoice. The decisive point of time for the meeting of the deadline shall be receipt of such payment by Doohstuff.
4.3. Should payment be delayed, the utilisation rights shall automatically return to Doohstuff. This shall not affect the Customer's payment obligations. Upon payment, the utilisation rights shall be re-granted with retroactive effect from the time of the initial transfer.
5. Licence fee
5.1 The licence fee shall become due for payment at the time stated on the invoice. If payment is to be effected through a credit card, the credit card will be charged upon finalisation of the order process. In this context, the licence payment conditions as contained in the Terms and Conditions of Use shall apply.
5.2 Should the Customer not publish or use the Content, Doohstuff shall not be obligated to take back the Content or reimburse the licence fee.
6. Restricted representations and warranties
6.1 The Customer is responsible for obtaining the necessary permissions for the specific utilisation of the Content, if they do not already exist. This shall in particular apply for images of persons, pieces of art or architecture, locations which are not publicly accessible and for other images which contain names, company names, trademarks, registered design marks or copyrighted works, or affect other third-party property rights.
6.2 If the existence of a model release is not mentioned in the description of the Content in the media data on the website, the utilisation rights are granted without a model release. The Customer shall be responsible for obtaining all necessary release declarations. However, Doohstuff is prepared to cooperate with the Customer in obtaining such release declarations (against payment of a lump-sum fee).
6.3 If the existence of a property release is not mentioned in the data on the Content stipulated on the website, the utilisation rights are granted without a property release. The Customer shall be responsible for obtaining all necessary release declarations (such as a release regarding any existing protected rights - see clause 6.4 - in addition to a property release). However, Doohstuff is prepared to cooperate with the Customer in obtaining such release declarations (against payment of a lump-sum fee).
6.4 Doohstuff does not hold releases/permits from manufacturers of commercial products (e.g. motor vehicles, aeroplanes, packaging, designer clothes etc.). However, releases often are available on a case-by-case basis. It is the Customer's sole responsibility to determine whether permission by the holder of the protected right is necessary in connection with a corresponding utilisation of the Content. The Customer shall be responsible for obtaining all necessary release declarations. However, Doohstuff is prepared to cooperate with the Customer in obtaining such release declarations (against payment of a lump-sum fee).
6.5 Notwithstanding the aforesaid, Doohstuff shall not have an obligation to cooperate in this way, nor is Doohstuff liable for a success of such endeavours.
6.6 Doohstuff's liability for violations of contractual duties and based on tort shall be limited to intent and gross negligence.
6.7 Customer shall indemnify and hold Doohstuff BV harmless from any and all losses, claims, actions, causes of action, damages, costs and expenses and/or liabilities of any kind (including actual lawyer’s fees and costs) incurred by arising in any manner from customers breach of its representations, warranties or obligations under this Agreement.
7. Final provisions
7.1 This contract is governed by the law of the Netherlands.
7.2 The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of The Netherlands.
Section 2
Copyright
All rights, including copyright and database rights, in the Website and its contents (including all text, images, software, illustrations, artwork, photography, video clips, audio clips and any after-sales material), are owned by or licensed to Doohstuff.
Licence Agreement
The Licence Agreement may be entered into on a B2B basis by any legal entity. By accepting the Terms and Conditions and by entering into the Licence Agreement you are entitled to use the Product mentioned in the Order Confirmation on a non-exclusive basis.
You are permitted to copy, reformat, store, edit, incorporate and exploit the licenced Product solely for use in all media and networks within a digital out of home (DOOH) environment for the duration of the License Agreement. If you want to use the Product for other purposes you will receive a quote per e-mail containing the terms and conditions for such use.
You acknowledge that the modification or alteration of the licenced Product constitutes a derivative work on which you do not acquire any copyright ownership or equivalent rights and you shall only use such derivative work in accordance with the Licence Agreement and the Terms and Conditions.
It is strictly forbidden to sublicense, distribute, transfer or assign any licenced Product to any third party.
The names, images and logos identifying Doohstuff, its Products and its licensors are proprietary marks. Nothing contained in any Licence Agreement shall be construed as any licence or right under any trade mark of Doohstuff or its licensors.
You agree to use the Website for lawful purposes only, and in a manner which does not infringe the rights of Doohstuff, its licensors or any third party.
You shall indemnify Doohstuff and its licensors against any losses, expenses costs or damages incurred by any or all of them as a result of your breach of the terms of the Licence Agreement or your unauthorised use of any content from the Website.
Termination
Unless terminated earlier in accordance with this article a Licence Agreement shall come into force on the date of the Order Confirmation and continue for the agreed upon period of time (the "Initial Term"). Two weeks before before expiration of the agreed upon period of time you will receive an e-mail offering a renewal of the Licence Agreement. In case of non-renewal the Licence Agreement will be terminated at the end of the Term. As used herein, the "Term" means the Initial Term and any Extension Term.
Save as otherwise provided, the Licence Agreement may be terminated by either party immediately upon notice if the other party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors, or reaches any of its obligations under the Licence Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party.
Upon termination of the Licence Agreement you shall at your cost arrange for the Product to be destroyed.
Doohstuff reserves the right to not permit use of any licenced Product for any reason whatsoever and notify you that certain Products are no longer available for use. Upon such notification, the license to use such a Product shall automatically and immediately terminate. In such circumstances Doohstuff reserves the right to replace the Product with an alternative equivalent for any reason. The ongoing Licence Agreement shall automatically apply to any Product replacement. You agree not to use any replaced Product in future products or services and you shall take all reasonable steps to discontinue use of the replaced Product in existing products or services.
Doohstuff reserves the right to pursue unauthorized users of any Product. If you violate our intellectual property, f.i. by using any Product after the Licence Agreement has expired, you are liable for: actual damages, loss of income, and profits you derive from the use of the Product, as well as the costs of collection and statutory damages of USD 150,000.
Price and payment
The price of any Products and Services will be as quoted on our site from time to time, except in cases of obvious error. Unless we have explicitly stated otherwise, our prices are exclusive of any applicable VAT and delivery costs, which will be added to the total amount due.
Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Order Confirmation.
Our Website contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product or Service, or reject your order and notify you of such rejection.
We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
Our liability
Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased.
This does not include or limit in any way our liability:
- for fraud or fraudulent misrepresentation; or
- for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
We are not responsible for indirect losses which happen as a side effect of the main loss or damage (such as loss of income or revenue, loss of business, loss of profits or agreements, loss of anticipated savings, loss of data, waste of management or office time) however arising and whether caused by tort (including negligence), breach of Agreement or otherwise, even if foreseeable.
While we endeavour to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
You shall indemnify Doohstuff from third-party claims for damages, occurred in connection with deliveries.
Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. You agree to this electronic means of communication and you acknowledge that all Agreements, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
Notices
All notices given by you to us must be given to info@doohstuff.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 working hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
Transfer of rights and obligations
The Agreement between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Licence Agreement, or any of your rights or obligations arising under it, without our prior written consent.
We may transfer, assign, charge, sub-Agreement or otherwise dispose of a Licence Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement.
Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Agreement that is caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.
Waiver
If we fail, at any time during the term of a Agreement, to insist upon strict performance of any of your obligations under the Agreement or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
Severability
If any of these terms and conditions or any provisions of a Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Entire agreement
These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into a Agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Agreement except as expressly stated in these terms and conditions.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of Agreement as provided in these terms and conditions.
Our right to vary these terms and conditions
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions.
Law and jurisdiction
Agreements for the purchase of Products through our Website will be governed by the laws of The Netherlands. Any dispute arising from, or related to, such Agreements shall be subject to the exclusive jurisdiction of the courts of The Netherlands.While Doohstuff endeavours to ensure that the information on the Website is correct, Doohstuff does not warrant the accuracy and completeness of the material on the Website. Doohstuff may make changes to the material on the Website, or to the Products and prices described in it, at any time without notice. The material on the Website may be out of date, and Doohstuff makes no commitment to update such material.
The material on the Website is provided “as is” and on an “is available” basis, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, Doohstuff provides you with the Website on the basis that Doohstuff excludes all representations, warranties, conditions and other terms, including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill jurisdictions which, but for this legal notice, might have effect in relation to the Website.
Doohstuff excludes all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.