GENERAL CONDITIONS FOR THE DOWNLOAD AND REPRODUCTION OF GRAPHIC MATERIALS OF THE PHOTOGRAPHY ARCHIVE OF CONTACTO, PHOTOGRAPHY AGENCY

FIRST.- DEFINITIONS: For the purposes which may derive from the application of the present general conditions, the terms and expressions contained in these conditions will have the following meanings, unless otherwise indicated.

• PHOTOGRAPHY ARCHIVE: Set of graphic material and data related to it arranged in order, electronically accessible or online, by means of Imágenes, Prensa y Multimedia, SL’s website, whose URL address is www.contactophoto.com
• GRAPHIC MATERIAL: Photography works integrated in the Photo Archive of Imágenes, Prensa y Multimedia, S.L.
• CONTACTO: Reference to the company IMAGENES, PRENSA Y MULTIMEDIA S.L., established in Madrid, 36 Fernán González Street, with Tax Code (CIF) B-81146359, whose commercial activity is carried out under the commercial name “CONTACTO, AGENCIA DE FOTOGRAFIA” or “CONTACTO”, and consists in providing services of access, search, download and reproduction by means of electronic or online media, of the Graphic Materials incorporated to its Photography Archive.
• CLIENT: Person or legal entity who hires the services described in the present General Conditions and who will be granted the corresponding licence for the reproduction of the Graphic Materials in the medium, work, publication, or format of his choice.
• CONTRACT: Reference to the group of agreements and conditions freely and voluntarily subscribed and accepted by CONTACTO and by the CLIENT, recorded in the present General Conditions and the Particular Conditions, negotiated individually with the Client.
• DOWNLOAD: Process of electronic transmission through which the Client, after having entered his login and password, has access to Contacto’s Photography Archive and selects the Graphic Material in which he is interested, to have it incorporated to his own computer.
• RIGHT OF REPRODUCTION: Right of patrimonial exploitation of the work constituent of intellectual property belonging to the author or, in its case, to his successors or other holders of Intellectual Property Rights, which CONTACTO transfers to the Client and for which the Client is also granted the right to publish the Graphic Material in the medium, work, publication or format of his choice.
• OTHER RIGHTS OF EXPLOITATION: Patrimonial rights which, corresponding to the author or his successors or other holders of Intellectual Property Rights, may be shown or managed, in its case, by CONTACTO and which permit the Agency the distribution, transformation and public exhibition of the Graphic Material.
• LOGIN: User code which identifies the Client, provided personally and individually to the Client by CONTACTO, after the Client’s acceptance of the present General Conditions and, where applicable, of the Particular Conditions, in order to facilitate the Client’s access to the hired services.
• PASSWORD: Group of signs, numbers or letters, also given by CONTACTO, individually and personally, after the Client’s acceptance of the present General Conditions and, where applicable, of the Particular Conditions, necessary as well as the Login to be able to access the services agreed in the present contract.
• INVOICE: Document issued by Contacto relating the Graphic Material the Client is permitted to reproduce, whose price and conditions will be considered as final, and which shall contain all the data established by mercantile and fiscal regulations applicable.

SECOND.- OBJECT: The object of the present contract is the provision of access, search, download and reproduction services, by means of electronic or online media, of the Graphic Materials incorporated to CONTACTO’s photography archive, and which is incorporated and available in its website, as well as the concession of the authorizations or licences, which may be required in terms of the regulations on intellectual property, to carry out any reproduction. The mentioned services are provided by CONTACTO, strictly subject to the present General Conditions and whatever Particular Conditions agreed with the Client regarding price, method of payment, conditions of reproduction or any other condition agreed. In order for the Client to access the services subject to the present contract, the Client must enter electronically the user code (Login) and password, previously provided by CONTACTO for the exclusive use of the Client and/or the Client’s authorized personnel. Login and Password will be personal and individual. CONTACTO will not assume any responsibility for the incorrect or fraudulent use of Login and/or Password by third, non-authorized parties.

THIRD.- PRICES: For the provision of the access, search, download and reproduction by means of electronic or online media, subject to the present contract, as well as the provision of the corresponding licenses or authorizations, CONTACTO will perceive the prices which, in general terms, are published in the relevant section of its website, or those that have been particularly agreed with the Client for each specific case. The VAT applicable (IVA) will be added to the mentioned prices, in the quantity established by law at all times.

FOURTH.- ACCESS AND DOWNLOAD OF GRAPHIC MATERIAL: The access and subsequent download of the Graphic Material by the Client shall be carried out by means of the electronic download or “online” system. Once the Client has completed the download, the delivery note will consist of a text file sent together with de Graphic Material, which must be accepted and electronically returned to CONTACTO in accordance with the instructions provided in the delivery note. In the event the access and/or download were not possible because of technical problems derived from telecommunications infrastructures, failure of the connections due to problems with the server which enables Internet access, incompatibility with the Client’s information systems, or other, CONTACTO may provide the Graphic Material to the Client in any other means. In this case, any costs derived from the delivery will be paid by the Client. If the technical problems that impede the transmission of Graphic Material are attributable to CONTACTO, then CONTACTO will pay for the costs derived from the delivery of the Graphic Material to the Client. Any Graphic Materials not subject to reproduction by the Client must be eliminated or deleted from the Client’s storage devices, in a maximum period of 7 days since their reception. The authorization for the reproduction of the photographic works will be granted as NON EXCLUSIVE and will be limited to the specific use, medium or publication, language, period of time, geographic scope and every other circumstance specified in the due invoice.

Unless otherwise specifically set down in writing, the authorization for the publication of Graphic Material is granted for one time or a single use, in only one printing or edition, in only one size, in one single language and for only one country. Consequently, the authorization by CONTACTO, expressed and set down in writing, will be necessary for the reutilization of Graphic Material in any re-printing or re-editing of the medium to which that Graphic Material may have been incorporated, as well as the extension in any sense of the authorized right of publishing.

FIFTH.- CONDITIONS OF USE OF THE GRAPHIC MATERIAL: The Download by the Client of any Graphic Material subject to the present contract, automatically implies the Client’s acceptance of the following conditions:

1. The rights granted to the Client derived from the present Contract authorise only the reproduction of the photographic works. An express permission, set down in writing, will be necessary for any additional right of exploitation different from that of simply publishing the work. This permission or agreement with the Client must be signed independently from the present contract.
2. The rights of reproduction of the Material Graphic will be considered as granted since the moment CONTACTO charges the Client. This contract understands that the publishing rights are granted from the date established in the invoice.
3. The rights subject to the present contract are granted to the Client on a personal and non-transferable basis, reason for which any transfer of the present contract to third parties, and any reproduction or exploitation of the Graphic Material by persons or legal entities different from the Client, without express consent of CONTACTO is specifically prohibited.
4. The Graphic Material whose rights of reproduction are requested by the Client for its reproduction or incorporation to a work, product or publication in digital format, tangible or intangible (CD-Rom, DVD, electronic networks and others) may not display a resolution larger than 640 by 480 pixels at 72 DPI, unless express and written agreement by CONTACTO which allows the use of a greater resolution.
5. The Client will have to mention in each and every publication or reproduction the name of the author and/or that of the agency holder of the intellectual property rights of the Graphic Material.
6. The Client may not, under any circumstances, copy or incorporate the photographic works subject of the present contract in an archive or database, being this one analogue or digital, of which the Client is holder.
7. The use of the Graphic Material subject to the present contract will be made by the Client in accordance to regulation applicable in each moment regarding intellectual property rights. In particular, the Client shall not exhibit any rights regarding the image of the persons shown in the Graphic Material, nor the works of art shown in it, nor any commercial name, brand, or whatever industrial property rights may be shown in photographic works.
8. The authorization for the reproduction of Graphic Material does not imply, under any circumstances, authorization to the Client for the use of that Material, directly or indirectly, in any form of advertising of the Work, Product or Publication to which the Graphic Material is incorporated, unless express and written agreement from both sides.
9. The acquisition of a third party of the medium or publication to which the Graphic Material has been incorporated will not grant the third party any right of exploitation over that Graphic Material.
10. The client commits himself to eliminate or delete the Graphic Material downloaded after its utilization, whichever the method of storage used, may it be electronic, analogue or any other.

SIXTH.- CONTACTO will not be held responsible for the damage caused to the Client or to third parties in the following cases:

1. When the quality or the result of the publishing of the downloaded Graphic Material does not meet the Client’s expectations for technical reasons not related to CONTACTO.
2. For the suspension or interruption of the service provoked by unavoidable circumstances, understanding by “unavoidable circumstances” any unforeseeable event, or an event which, being foreseeable, was not avoidable, which prevents CONTACTO from giving the service in accordance to the conditions established in the Contract.
3. For any damage caused by defects in the Graphic Material provided by CONTACTO, as a consequence of an inadequate technical usage of the Material, of mistakes in the descriptions or in the information contained in the Graphic Material or of any other circumstance occurred during its publishing.
4. For any damage produced as a consequence of the use of the digital files containing the Graphic Material, either if they have been electronically transmitted, if they have been incorporated to a tangible digital medium, of the Client’s incapability to use them or if any computer virus has infected the Material, even if it damages other Client’s files or computer programs.
5. In the event of mistakes or inaccuracies in the data and information provided by CONTACTO or demanded by the Client.

SEVENTH.- INVOICING OF THE DOWNLOADED GRAPHIC MATERIAL: CONTACTO will invoice the Graphic Material downloaded by the Client on a monthly basis, in the period between days 1 and 5 of each month, through the issuance of a detailed invoice which will include all the downloads made by the Client in the previous month, unless those the Client has decided not to publish, by means of written communication sent to CONTACTO during the 48 hours following the download. If 48 hours have passed without CONTACTO having received the mentioned communication, CONTACTO will invoice all Graphic Material downloaded by the Client as effectively published. In order to be able to verify the reproductions effectively made by the Client, the Client shall send Contacto, on a regular basis, an issue of each publication, without any charge.

EIGHTH.- CONTRACT FINALIZATION: The present contract may be resolved on behalf of any of the parties, prior to its due date, because of the serious non-observance of any obligation assumed by each of the parties, or because of the dissolution or extinction of the legal entity of one or any of them, unless as a consequence of an internal restructuring. If this non-observance were rectifiable, the damaged party may choose between demanding the compliance of the contract or its dissolution, with the requirement, in any case, of the corresponding compensation for the damage caused.

NINTH.- TYPE OF CONTRACT: The present is a Mercantile Contract, and wherever the clauses contained in the present General Conditions or in the Particular Conditions agreed with the Client are not applicable, the regulations contained in the Code of Commerce and other mercantile legislation will be applicable. Among the current laws applicable in this case are all regulations regarding intellectual property, industrial property, and as far as it concerns, the Information Society Service and Electronic Commerce Act and, where applicable, the Civil Code.

TENTH.- SUPPLEMENTARY DECLARATIONS: The lack of requirement from any party to strictly comply with the obligations established in the present document may under no circumstance be interpreted as a renounce from that party to the rights acknowledged or derived from the contract. In the event that one of the present General Conditions were declared invalid, illegal or not liable of execution by virtue of some regulation or firm resolution from judicial authority, the condition in question shall be left ineffective. However, in every other aspect, the Contract will remain fully valid, and the ineffective Conditions may be changed for others that keep the same significance and spirit and which carry the most similar economic effects to the condition that has been substracted.

CONTACTO will not be held responsible for the conflicts that may emerge from the manipulation of the image, of a mistaken or inadequate utilization, not authorized use or any other incorrect or illegal use of the Graphic Material, in any medium or publication, that might cause damage to other’s interests or rights, being others persons, firms, corporations, official organisms or others, and in particular, those which imply a violation of person’s rights or which infringe current Industrial and Intellectual Property laws.

ELEVENTH.- NOTIFICATIONS: For any communication that one of the parties must make in relation to the terms established in the contract, the addresses mentioned in the Particular Conditions will be considered fully valid. Any Communication of change of address made after the signing of the Particular Conditions will be valid only if it has been made in a way that may prove its reception. Communications of change of address via e-mail or any other electronic means will not be considered valid.

TWELFTH.- DATA PROTECTION: For the purposes established in the Organic Act 15/1999, December 13th, regarding Protection of Data of a Personal Nature, CONTACTO hereby informs the Client that the personal data provided by the Client may be incorporated to an archive belonging to CONTACTO and which shall be used for the commercial, economic, accounting, fiscal, administrative management, and for the management of collections and payments and for the history of commercial relations, the Client giving express consent to that incorporation. The Client may exercise his rights of access, rectification, cancellation and opposition by means of a written document to CONTACTO, to the address stated at the beginning of the present contract.

THIRTEENTH.- LINKS: Links contained in CONTACTO’s website have the purpose of enabling the Client access to other internet portals that may be of interest to him. CONTACTO informs that the contents of these portals are not part of CONTACTO’s website and represent creations of third parties, protected by intellectual and industrial property legislation. CONTACTO assumes no responsibility whatsoever for the contents to which the Client may have access through the links provided in CONTACTO’s website, nor it has any control or effective knowledge over those contents. On the assumption that CONTACTO had knowledge that those contents were contrary to law, it will immediately cancel the mentioned link. The Client specifically commits himself to release CONTACTO of any responsibility related to the links contained in its website or for any damage derived from the use the Client makes of those links.

FOURTEENTH.- SUBMISSION TO JUSTICE: On the assumption that the Client is a businessman or legal entity who acts in the field of his entrepreneurial or professional activity, for the resolution of any controversy or discrepancy that might emerge in the interpretation and/or fulfilment of the present Contract, the parties submit themselves, specifically renouncing to other jurisdictions that may correspond, to the Courts and Tribunals of the City of Madrid.