Agreement on the Granting of Rights of Use to Product Illustrations
By entering, the user of the Ölz customer portal accepts the following terms:
Rudolf Ölz Meisterbäcker GmbH & Co KG is hereinafter referred to as Supplier. The recipient of the product photos is hereinafter referred to as Customer.
The Supplier is a successful Austrian family-owned company engaged in the production of bakery products. “Ölz der Meisterbäcker”, the Master Baker, is the clear market leader and the most popu-lar bakery product brand in Austria. The Supplier has a steady ongoing business relationship with the Customer.
The Customer sells the Supplier’s products in the food trade. In order to promote the advertising of the Ölz products by the Customer, the Supplier provided and provides the Customer with vari-ous photograph of its products (hereinafter referred to as “Photographs”).
The Customer uses these photographs in its advertising materials (e.g. in catalogues, flyers and journals) and as part of its Internet presence in the online shop and on its social media portals.
With this Agreement, the Contract Parties wish to regulate and document the rights of use of the Photographs that form the subject of the Agreement.
1. The Supplier hereby grants the Customer a non-exclusive, revocable, transferable and sub-licensable right of use – limited temporally to the duration of the business relationship – to the photos that the Supplier has already provided to the Customer
a) before the signing of this Agreement and which have been used by the Customer for advertising purposes; and
b) that the Supplier provides or has provided before or after the signing of this Agree-ment and which are currently used or may be used in future by the Customer.
2. The contract territory is the customers country.
3. The Customer is entitled to modify the photos slightly (e.g. changing the height-to-width ratio), if necessary, and as long as the authenticity and quality are not impaired and the author's personal rights are observed. Changes to the colouration, retouching, selection of a detail, alienation of the photos and the creation of collages shall require the prior con-sent of the Supplier. If in doubt, the Customer undertakes to obtain the consent of the Supplier.
4. The granting of rights in accordance with point I.1. also covers the use of the photos in the past and relates to all currently known and future forms of use, including their use in social media. In terms of its content, however, the right of use was and is limited to ad-vertising measures for products of the Supplier.
5. The right to sub-licence is limited to the Customer and to companies affiliated with the Customer at the time of sub-licensing. If the Customer grants a sub-licence, the Customer together with the sub-licensee remains severally liable to the Supplier in full for the fulfil-ment of all obligations under the Agreement and for all damage resulting from the non-fulfilment of the Agreement by the sub-licensee (joint and several liability).
Any copyright mark on the photos must not be removed. Furthermore, the Customer shall not be entitled to apply a copyright notice of his company to the photos.
The permission to use copyrighted works is granted to the Customer without charge.
1. The Supplier declares that
- he is entitled to use the photos;
- at the time of the signing of this Agreement by the Parties, he knows of no third-party rights that could preclude the rights of use to be granted under this Agreement; and
- with respect to the photos, he knows of no defects of title, dependence on third-party property rights or attacks by third parties against the photos
2. The Supplier assumes no further liability, in particular no liability for the commercial exploitation of the photos.
3. Any further liability on the part of the Supplier for other material defects and defects of title is excluded.
1. This Agreement comes into force with its signing by both Parties and is concluded for the duration of the business relationship. This shall not affect the right to terminate the Agreement without notice for good reason. “Good reason” is – in addition to the circum-stances expressly defined in this Agreement - in particular if the Customer violates a ma-terial obligation under this Agreement and does not remedy the violation within 28 days of written notification of the violation by the Supplier.
2. Every notice of termination must be made in writing for its validity.
3. In the event of notice of termination of this usage agreement and on termination of the business relationship, the Customer shall immediately cease to use the photos and irrevo-cably delete or destroy the photos. Physical advertising materials already produced may, however, still be used.
1. This Agreement shall be subject to Austrian law to the exclusion of its provisions on Con-flict of Laws. Place of performance for all obligations and services arising out of or in con-junction with this Agreement shall be Dornbirn. All disputes arising out of or in conjunction with this Agreement or relating to its violation, dissolution or invalidity shall be settled ex-clusively before the competent courts having jurisdiction at the Supplier’s registered offic-es.
2. The conclusion of this Agreement definitively regulates the boundary conditions for the use of the photos by the Customer. No verbal ancillary agreements have been concluded. Any amendment or supplement to this Agreement shall require the written form for its va-lidity; this shall also apply to the waiving of this requirement for the written form.
3. Should any provision of this Agreement be or become invalid or unenforceable, this shall not affect the validity of the other provisions. The invalid or unenforceable provision shall then be replaced by a valid or enforceable provision coming as close as possible to the economic purpose originally intended by the Parties.