Hansgrohe Limited (hereinafter the “Licensor”) is the owner of the copyright or owner of an exclusive licence to the copyright in the video/film material (hereinafter the “rights”).
- The Licensor hereby grants the Licensee a non-transferable, non-exclusive licence, which may be revoked at any time, to use the material for the sole purpose of offering and selling the Licensor's products.
- The Licensee is entitled to use the material subject to the rights, which the Licensee has acquired within the normal course of business. However, the Licensee is not entitled to receive or be provided with any such material from the Licensor.
- The Licensee must not misuse this licence or the material subject to the rights.
- The Licensee is not entitled to issue sub-licences.
- The Licensee shall observe, in particular, the nature and term of use granted for the material in question.
- Licence fees shall not be charged.
- The Licensee hereby acknowledges that, within the Licensee/Licensor relationship, the Licensor is the sole owner of the rights, that these are and shall always remain the sole and exclusive property of the Licensor and that, with the exception of the licence granted herein, the Licensee has not acquired any further rights or entitlements to the rights. The Licensee shall not challenge the Licensor's ownership of the rights.
- On termination of the licence by cancellation or expiry, all rights in the material granted to the Licensee shall expire automatically. They shall also expire on expiry of the term of use granted for the material in question. The Licensee must immediately cease exercising the rights and using the material subject to the rights.
- The Licensor does not guarantee the legal validity of the rights and provides no guarantee that the rights may be exercised without infringing third-party rights.
- The Licensee undertakes to indemnify and hold the Licensor harmless from and against any and all claims, actions, losses, damages and expenses (including, but not limited to, legal expenses and lawyer fees), which are caused by acts of the Licensee in connection with, or due to the use of, the material.
- The Licensee must immediately notify the Licensor in writing of any infringement of, or challenge to, the rights of the Licensor to the material that the Licensee becomes aware of. The Licensor has the exclusive right, but no obligation, to take defensive action or initiate proceedings against infringing parties.
- The rights are granted to the Licensee for the material in question up until the expiry of the date indicated. On expiry of this date, all rights in the corresponding material shall expire without requiring a separate notice of termination.
- Exercise of the rights shall not imply the existence of or create an agency agreement between the Licensor and the Licensee.
- No rights or obligations resulting from the licence may be assigned or transferred without the written consent of the Licensor. Any attempt to assign or transfer the rights on the part of the Licensee shall entitle the Licensor to terminate the licence with immediate effect.
- All rights are subject to the law of the Federal Republic of Germany. The Licensee hereby submits – as far as is permissible – irrevocably to the non-exclusive jurisdiction of the courts of Offenburg. The Licensor reserves the right also to raise a claim against the Licensee at another competent place of jurisdiction.