Terms of content

TECNOTION B.V. TERMS REGARDING TECNOTION CONTENT

 

1.       General

1.1.    These ‘Terms regarding Tecnotion Content (hereinafter ‘Terms’) are applicable to all contractual relations between Tecnotion B.V. (hereinafter ‘Tecnotion’) and the other party (hereinafter ‘Receiving Party’), to whom Tecnotion’s content, including but not limited to images, (brand, domain, and product) names, other texts, designs, models, styles, video files, audio, audiovisual files, and marketing materials, whether or not protected by any intellectual property rights, (hereinafter ‘Content’)  are provided, or by whom Content is received in any way.

1.2.    Tecnotion expressly rejects any terms and/or conditions of the Receiving Party. Any terms of the Receiving Party are valid only to the extent that they are expressly accepted by Tecnotion in writing.

1.3.    If and insofar as Tecnotion and Receiving Party (hereinafter are Tecnotion and Receiving Party referred to together as ‘Parties’) concluded a non-disclosure agreement provided by Tecnotion and the provisions of these Terms conflict with the provisions of the non-disclosure agreement concerned, the conflicting provisions of that non-disclosure agreement will prevail. If and insofar the Parties concluded a license agreement provided by Tecnotion and the provisions of these Terms conflict with the provisions of the license agreement concerned, the conflicting provisions of the license agreement will prevail. In case the provisions of these Terms conflict with any provisions of other agreements between Parties, the provisions which Tecnotion wishes to rely on shall prevail. 

 

2.       Rights to the Content

2.1.    Tecnotion is and will be the sole owner and rights holder to the Content, or otherwise entitled to Content, for instance as a license holder. These rights could include, without being limited thereto intellectual property rights, as well as entitled to any rights which may arise in regards to the Content in the future.

2.2.    Unless explicitly stated otherwise, no contract, agreement, or declaration between Parties will constitute a transfer of any rights, including but not limited to intellectual property rights.

2.3.    If and insofar any third parties are owner, rights holder, or otherwise entitled to the Content or parts thereof, Receiving Party shall comply with any and all regulations, terms, and conditions of such third party which applies to the Content or parts thereof in any way. At the written request of Receiving Party, Tecnotion shall inform the Receiving Party of such regulations, terms, and conditions.

2.4.    If Receiving Party receives any claim from a third party in regards to the Content and / or is in any way involved in any conflict with a third party in regards to the Content, Receiving Party will immediately inform Tecnotion of such claim or conflict.  

 

3.       Use of Content

3.1.    Receiving Party shall under no circumstance access or use Content in any way without Tecnotion’s prior written permission.  Tecnotion may at all times withdraw any granted permission, without being held to state its reasons. Tecnotion’s permission does not in any way constitute any exclusive right of use for Receiving Party.

3.2.    Under the condition that Receiving Party obtained Tecnotion’s prior written permission to access or use the Content, Receiving Party may only use Content for the purposes and by the means explicitly set out by Tecnotion.

3.3.    If no (other) purposes are set out by Tecnotion, Receiving Party may only use Content for the promotion and marketing of Tecnotion’s products as sold or otherwise distributed by Receiving Party.

3.4.    If no (other) means are agreed upon between Parties, Receiving Party may only use Content for the promotion and marketing of Tecnotion’s products as set out in art. 3.3 through means and communication channels that comply with Tecnotion’s standards.

3.5.    Unless otherwise agreed, Receiving Party may only use the Content in the specific country of the place of residence of Receiving Party to which the Content was provided.

3.6.    Receiving Party may only use Content as long as, and to the extent strictly necessary for the performance of its contract(s) with Tecnotion or, if no contract was agreed upon, for a maximum of 1 year after it received the Content from Tecnotion or from any other party with Tecnotion’s prior written specific consent. At the end of the period during which Receiving Party was allowed to use the Content, the Receiving Party shall immediately and on their own initiative return all Content to Tecnotion.

3.7.    Receiving Party shall impose the same or stricter obligations and prohibitions on that third party as set out in these Terms and shall be fully liable towards Tecnotion for any damages suffered by Tecnotion resulting from any failure (or omission) of the third party to fulfill these obligations and / or prohibitions.

3.8.    Content may never be used in any way which could be deemed discriminatory, racist, malicious, connected to religious expressions, or (otherwise) inappropriate, unlawful, punishable, or in any way harmful to Tecnotion or Tecnotion’s reputation.

3.9.    Receiving Party may never use Content in any way which could infringe Tecnotion’s rights, including but not limited to intellectual property rights, nor otherwise act in any way which could infringe Tecnotion’s aforementioned rights or Tecnotion’s interests in any way. This includes, but is not limited to, performing any filings and/or registrations and/or entering into any formal procedures and/or any other act in regards to the Content which could limit Tecnotion’s possibilities to fully and freely exploit the Content as she sees fit.

 

4.       Confidentiality

4.1.    Unless otherwise agreed and without prejudice to the foregoing, Receiving Party shall observe the utmost secrecy with regard to Content and any information related thereto,  including but not limited to all technical and non-technical information and ideas, copyrights, and information otherwise protected by intellectual property rights, sketches, drawings, models, mock-ups as well as modifications and further detailing of the Content (Content including any information related thereto as set out in this provision are hereinafter referred to as ‘Confidential Information’). This includes that Receiving Party shall not disclose Confidential Information, with the mutatis mutandis applicability of art. 3.6 of these Terms.

4.2.    Without prejudice to the foregoing, Parties establish and acknowledge that Confidential Information insofar as it is secret, has commercial value because it is secret and that Parties have taken reasonable steps to keep it secret.

4.3.    Given that unauthorized disclosure of Confidential Information would decrease the value of the Confidential Information for Tecnotion, Receiving Party is liable for any and all damages which Tecnotion could suffer in this regard unless the unauthorized disclose is the consequence of Tecnotion’s intent thereto or Tecnotion’s gross negligence.

 

5.       Liability

5.1.    Tecnotion shall in no way be liable for any damage suffered by Receiving Party as a result of the use of, or in any other way connected to the Content, unless the damage is the direct result of Tecnotion’s intent or gross negligence.

5.2.    Without prejudice to the foregoing, Receiving Party is fully liable for any and all damages, both material and immaterial, sufferedby Tecnotion related to any violation of these Terms, Tecnotion’s rights and / or any other agreements between Parties, unless Parties explicitly agreed otherwise.

 

6.       Miscellaneous

6.1.    Any additions, deviations and amendments to these Terms shall only be valid when agreed upon in writing by both Parties.

6.2.    In the event one or more provisions of these Terms should appear to be non-binding, then the remaining provisions of these Terms shall remain in force. The Parties undertake to replace the non-binding provision(s) by (a) similar provision(s), which is (are) binding and which deviate(s) as little as possible – in view of the objective and purpose of these Terms–  of the non-binding provision(s).

6.3.    These Terms remain valid for as long as Receiving Party has Content at its disposal. Tecnotion may at any time terminate these Terms by written notice to Receiving Party. Upon termination, Receiving shall return any and all (copies of) Confidential Information immediately, to the extent possible, and shall destroy all other (copies) after which Receiving Party shall notify Tecnotion thereof, showing evidence of such destruction to Tecnotion.

6.4.    Those provisions which are by their nature intended to survive terminations (such as the provisions regarding confidentiality and liability) shall remain in force after termination. 

6.5.    The laws of the Netherlands shall exclusively apply to these Terms and any dispute rising in connection thereto, including but not limited to any disputes in regards to the Content.

6.6.    Any disputes which arise in connection with these Terms or the Content shall be brought before the court of Almelo, or, should that court not be competent in regards to the dispute, any other competent court in the Netherlands.

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