Web Album The Internet web site whose URL is www.album-online.com.
Database A grouping or collection of Graphical Material and information related thereto, arranged on a systematic and methodical basis, and electronically accessible via the Web Album.
Graphical Material Photographs, works of arts and fotographs forming part of the Database.
Customer The person or legal entity who contracts the services described herein and who, as the case may be, is granted a licence to reproduce the Graphical Material it selects in a work or publication, using any medium or format, material or immaterial.
Agreement The Agreement is made up of these General Terms and Conditions and the Individual Terms and Conditions. The latter shall be negotiated individually with the Customer once the former have been accepted and shall contain the Customer's identifying details, duration of the Agreement, price, payment method and any other elements to which the General Terms and Conditions may refer.
Invoicing period Successive periods of equal duration agreed individually between the Parties in the Individual Terms and Conditions, in which ALBUM shall invoice the Customer on the basis of the Graphical Material reproduced.
Download A computer transfer process by means of which the Customer, after entering its Login and Password, accesses the Web Album and selects the Graphical Material by means of clicking upon the button "Hi-Res Download" located underneath. The Web Album program shall then send the Graphical Material to the Customer's computer.
Login A personal, individual and non-transferable customer identification code granted by ALBUM following acceptation of these General Terms and Conditions.
Password Customer password, also granted by ALBUM following acceptation of these General Terms and Conditions, required (together with the Login) to access the services contemplated in the Agreement.
Reproduction right Right belonging to the author or, as the case may be, his/her assignee or other holders of intellectual property rights. ALBUM licences to third parties the reproductions rights on the Graphical Material. Reproduction rights shall be deemed licensed in accordance with the provisions hereof and those of the Individual Terms and Conditions.
1.1 The object of this Agreement is the rendering of services of online access to the Database for the searching for, downloading and, as the case may be, subsequent reproduction, solely in one Work or Publication and in respect of a specific territory, of a limited quantity of the Graphical Material in high or low resolution format at a specific price.
1.2 ALBUM offers these services subject to the Individual Terms and Conditions and these General Terms and Conditions. The latter may be periodically updated and shall be binding 72 hours after their appearance on the Web Album. The Customer shall be entitled to check, at any time, the latest version on the Web Album.
1.3 The Customer shall access the
Service by means of the granting of a Login and a Password for the
exclusive use of the Customer and/or its authorised members of staff.
The Login and the Password shall be personal, individual and non-
transferable, and ALBUM shall not be answerable for any consequences of
the loss or abuse thereof. The Customer shall be notified of these codes
by e-mail or by any other means, following acceptance hereof and of the
Individual Terms and Conditions.
The Customer shall, at all times, be entitled to change its Login and Password directly on the Web Album.
1.4 The general prices established in respect of the Graphical Material are those which appear in the relevant section of the WebAlbum.
2.1 If you do not wish to accept the terms of this Agreement, do not download the Graphical Material, and notify Album by email to the following address: email@example.com within fourteen (14) days from the Invoice date for a full refund.
2.2 The Graphical Material shall be supplied by means of downloading.
2.3 Upon prior request by the Customer, alternative supply systems may be contemplated (analogue, CD, electronic transfer, etc.). Delivery costs shall, in all cases, be borne by the Customer.
2.4 Customers shall have a duty to eliminate the Graphical Material seven (7) days after its reproduction or, as the case may be, of providing notice of its non-reproduction (as referred to in Clause 3.1 hereto). To this end, the Customer must delete the Graphical Material and all copies thereof from its computer system's storage devices, including its cache memory, when transferred electronically or on digital media, in which case the digital media must also be removed.
2.5 Should technical problems which are the responsibility of ALBUM be demonstrated in the transfer of the Graphical Material, ALBUM shall sent the Customer the Graphical Material requested by any alternative means, at no additional cost.
3.1 ALBUM's right to receive payment
for the Graphical Material downloaded by the Customer arises from
the time the downloading takes place: the latter may, within 48
hours, provide notice of its non-reproduction. Should no such notice
be provided within the aforementioned period, ALBUM shall charge for
all the Graphical Material downloaded by the Customer and that
At the end of each invoicing period, ALBUM shall send the Customer an invoice in respect of the Graphical Material downloaded whose non-reproduction has not been notified by means of provision of the notice referred to in the preceding paragraph.
3.2 ALBUM shall have the following methods of control, which may be exercised concurrently:
4.1 ALBUM is hereby released from responsibility before the Customer or third parties in the following cases:
5.1 This Agreement shall be indefinite in term.
5.2 Notwithstanding the above, the Agreement shall be automatically terminated by means of the provision of one month's prior notice to the effect by one Party to the other.
6.1 In addition to the general causes contemplated by law, the following shall be deemed due cause for termination of the Agreement:
6.1.1 Total or partial breach of any of the duties assumed by each of the Parties by virtue hereof, as well as the declaration of bankruptcy, suspension of payments or declaration of delay in payment of liabilities subsequent to the signing of this Agreement.
6.1.2 The winding-up or liquidation of either of the Parties, unless undertaken as the result of an intra-group company restructuring (a "group" being deemed, for the purposes hereof, as that defined in the provisions of Article 4 of Spain's Stock Exchange Act).
6.2 Should it be possible to make good the breach, the Party which is in breach shall have a period of ten (10) days in which to do so. If, upon expiration of said period, the breach has not been made good, the Agreement shall be rescinded thirty (30) days after receipt of the aforementioned notice.
7.1 This Agreement may not be assigned to third parties unless so agreed by both Parties in writing.
7.2 Any licenses to third parties on the rights granted under this agreement by the Customer is expressly prohibited.
8.1 ALBUM licenses the reproduction of the Graphical Material on a personal, non-transferable and non-exclusive basis for a single issue and impression, limited in time to six (6) months, for a single country and in a single language.
8.2 The right to reproduce the Graphical Material shall be deemed licensed when ALBUM invoices the Customer, with the reproduction rights being deemed licensed from the date established in the invoice.
8.3 Authorisation or licensing of rights of use other than that of reproduction must be subject to the express written approval of ALBUM, which shall establish the terms and conditions of said authorisation or licensing. In absence thereof, the rules contained in these General Terms and Conditions shall be applicable.
8.4 Authorisation to reproduce the Graphical Material shall not, under any circumstances, imply that the Customer is authorised to use the Graphical Material, directly or indirectly, in any form of advertising or publicity for the work, product or publication in which the Graphical Material is included, unless expressly agreed in writing by the two Parties.
8.5 Acquisition by a third party of the media or support in which the Graphical Material has been included does not grant, by means of said acquisition of title, any right of use over said Graphical Material.
8.6 Sketches, models and customer/client
presentations: As an additional service for registered Customers, ALBUM
grants a non-exclusive, personal and non-transferable licence to use the
Graphical Material contained in the Web Album solely and exclusively for
its incorporation and, as the case may be, reproduction, at medium
resolution, solely for the purposes of making sketches and models for
presentations to their customers/clients. The making of more than one
copy of the same photographic image is strictly prohibited, as is the
copying of the same image in more than one Customer computer.
The Customer undertakes to eliminate or delete said Graphical Material after its specified use, whatever form of storage is used. Storage of the Graphical Material (once used) by means of any form of electronic, analogue or other system is strictly prohibited.
The use of the Graphical Material contained in the Web Album in any form for purposes other than those included in this Clause is strictly prohibited.
9.1 This Agreement is of a mercantile nature and shall be governed, firstly, by its own provisions and, in respect of those matters not covered thereby, by the Spanish Commercial Code, special laws and common Spanish regulations.
10.1 The provisions of this Agreement may not be interpreted so that their application is permitted in such a way as to cause unjustified harm to Album's legitimate interests or that runs counter to the normal use of the works referred to herein.
10.2 Should any of the provisions hereof
become invalid, illegal or unenforceable, by virtue of any legal
provision or definitive ruling made by any competent judicial or
administrative authority, they shall be considered null and void insofar
as is applicable in accordance with said provision or ruling, but the
Agreement shall otherwise be fully applicable, provided that its spirit
is not prejudiced by the null part thereof.
The Parties hereto agree to replace the provision(s) thus affected by another or others which conserve the spirit hereof and have as close as possible an economic effect as that/those replaced.
11.1 Unless otherwise specified in writing, authorisation to reproduce the Graphical Material does not imply the granting of any right whatsoever over the image of any person(s) appearing in the Graphical Material.
11.2 Unless otherwise specified in writing, authorisation to reproduce the Graphical Material does not imply the granting of any right of use whatsoever over any works of art which are reproduced in the Graphical Material.
11.3 Unless otherwise specified in writing, authorisation to reproduce the Graphical Material does not imply the granting of any right whatsoever to reproduce any trading names, brands, logos, corporate images or other symbols (belonging to ALBUM or to third parties) which appear in the Graphical Material.
11.4 The Customer shall have a duty to obtain, at its own cost, the authorisation or rights referred to in the preceding parts of this Clause, and shall be responsible for obtaining and correctly using them in respect of the use it intends to make of the Graphical Material. Similarly, the Customer shall be answerable, with total indemnity for ALBUM, for any infringement of said rights (image rights, intellectual/industrial property rights, copyright, etc.).
11.5 ALBUM shall not be answerable for any disputes arising from the manipulation of the image, or for any mistaken, improper, unauthorisedor otherwise incorrect or illegal use of the Graphical Material, in any medium or support, which may harm the interests and/or rights of persons, companies, corporations, official bodies or others and which, in particular, involve a violation of the Constitutional Rights of Persons or which infringe intellectual and industrial property legislation.
12.1 For the provision of all manner of notification and summonses, the Parties hereby designate the addresses set forth in the Individual Terms and Conditions.
12.2 Communication shall be deemed sent and received when made in writing by any means which permits confirmation of its reception, especially by fax or e-mail.
12.3 The Parties shall have a duty to notify each other of any change in the addresses specified in Clause 12.1, as soon as possible and from the time said change arises.
13.1 In accordance with the provisions
of Article 5 of Spain's Personal Data Protection Act 15/1999, of 13
December, the Customer is hereby informed of the existence of a personal
data file on it and, as the case may be, on its employees, created for
and by ALBUM under its responsibility, which is required for the normal
rendering of the services contracted. The Customer hereby expressly
authorises ALBUM to keep and process said personal data on any
The Customer shall, at all times, have the right to information, access, rectification and cancellation of its personal data held by ALBUM.
14.1 Should the Customer be a business person or legal entity acting within the scope of its business or professional activity, for the resolution of any dispute or disagreement arising from the interpretation of and/or compliance with this Agreement, and should this not be resolved by mutual accord, the Parties submit themselves, expressly renouncing any other applicable jurisdiction, to the authority of the Courts and Tribunals of the city of Barcelona (Spain).
15.1 The content, total or partial, of the Web Album, as well as its computer program and database, are the property of ALBUM and are protected by copyright and intellectual property legislation, without prejudice to the rights of third parties. Said content may not be reproduced, distributed nor publicly disseminated in any way, nor stored, without ALBUM's prior express authorisation.
16.1 The links contained in the Web Album serve the purpose of facilitating access for the Client to other Internet portals which may be of interest. ALBUM hereby declares that these portals do not form part of the Web Album and are the creation of third parties, protected by copyright and intellectual property law. ALBUM accepts no responsibility whatsoever for any content which may be accessed via the links that appear in the Web Album. Should those Internet portals contain illegal or immoral content contravene Spanish or foreign law, ALBUM hereby informs its Customers that it has neither control over nor knowledge of such content. Should ALBUM become aware that such content infringes laws, morals or good practices, it shall immediately cancel the corresponding link. The Customer expressly undertakes to release ALBUM from any responsibility in connection with the links contained in the Web Album and for any harm caused by the Customer's use thereof.