GENERAL TERMS AND CONDITIONS

Unless otherwise specifically expressed in writing, the placement of an order implies the acceptance of our General Terms and Conditions and their precedence over any contradictory clauses in prior or other existing sales contracts.
1. Any photograph or reportage is deemed an intellectual work. By the execution of this contract, the Client acquires only the following non-exclusive rights:
- The right to reproduce photographs, in any medium or format, by any procedure, current or future, for a single publication and a single title in one single language. The reproduction must legibly display the copyright bearing the name of the photographer as well as the name of the Agency, Maxppp. The right to use is agreed only for the purposes of the Client or the client-editor of which the complete name and title must be provided with any order placed by the Client. The order must stipulate the number of titles and/or publications intended. The Client is responsible for ensuring that it, as well as its client-editor, respects the following restrictions resulting from the application of this agreement. The Client and/or its client-editor:
- Is prohibited from conferring to any third party, any use beyond the agreed upon rights, any new publication or re-edition, constitution or reconstitution of the files or databanks including the photographs for its benefit or the benefit of others beyond the agreed upon usage;
- Will ensure that the photographs are not modified, adapted or altered in any way whatsoever;
- Will respect any request for delay and/or suspension or even cancellation of the use of photographs furnished under this contract as requested by Maxppp by any means in order to prevent prejudice or worsen an existing prejudice, the Client renounces its rights to any indemnities in this regard, assuming any consequences resulting therefore by users or clients.
- Assumes all responsibility for the conditions of use of the photographs, as well as their accompanying texts and/or legends when published, including those texts which are furnished at the same time as the photographs, Maxppp declines any responsibility in this regard;
- Will verify that the agreed usage corresponds with the purchased rights; that it does not impinge on rights of persons photographed, the owners of objects photographed or holders of intellectual property rights connected to the photographed works.
- As a result, Client will obtain, if necessary, the written authorization to publish from the concerned individuals, owners of objects and holders of rights.
Any loss or deterioration of the original photograph will imply, over and above the royalties for the agreed use, the right to an indemnity which, if not defined by convention or law, will not be less than 5,000 francs net before taxes per photograph. Any conservation in the archives beyond three (3) months of any copy of a photograph whatever the means or medium used for conservation will be considered a counterfeit image and may be pursued in justice. The Client will be responsible to Maxppp for its involvement in any claim by a third party resulting from the failure to apply any of the conditions stated above and guarantees their enforcement in a more general way by the execution of the present document by its employees or designated representative.
2. The submission of photographs for review is free, but any subsequent use is incurs a royalty payment in the amount mentioned herein. Particular circumstances relating to the setting or the authenticity of photographs, arising at the time of their submission to the Client and that of the acquisition of the usage rights, may result in Maxppp modifying the price applicable to the photographs submitted for examination, to which practice the Client hereby agrees. These new conditions will apply as soon as the Client is notified of them by way of telefax or any other method.
The Client agrees to address to Maxppp within one month the proofs of releases and print runs and to furnish faithfully and with exactitude any information permitting the application of the financial conditions and the protection of rights of Maxppp. Unless otherwise defined herein, payments shall be made within 60 days of the reception of the invoice sent during the month of publication. All amounts do not include tax, rights and taxes billed are those in use at the time the invoice is sent out. In case of late payment, any sum owing by the Client, including for future transactions, becomes, without prejudice to any future claims, immediately payable and with interest at the bank base rate in use, increased by five percent (5%) for fees, at the due date of the debt, without prejudice to the contract termination described in the following clause. The failure to pay amounts when they are due will incur an increase of fifteen percent (15%) of the amount remaining due, under the penal clause (Article 1152 of the Civil Code).
3. The term of this sales agreement is fixed at one week for daily newspapers and one month for monthlies, and three months for all other media.
4. The applicable law hereto is French law and for any litigation arising out of its interpretation, execution or assignment, the parties hereby agree to submit any such litigation to the Commercial Court of Nice, (Tribunal de Commerce de Nice), including a summary proceeding.