Terms and Conditions regarding Coulisse Content

1. General

1. These ‘Terms regarding Coulisse Content (hereinafter ‘Terms’) are applicable to all contractual relations between Coulisse B.V. and another party (hereinafter ‘Receiving Party’), to whom Coulisse’s content, including but not limited to images, (brand, domain and product) names, other texts, designs, styles, video files, audio files and marketing materials, whether or not protected by any intellectual property rights, (hereinafter ‘Content’) are provided, or by whom Content is received in any way.
2. Coulisse expressly rejects any terms and/or conditions regarding the use of content of the Receiving Party. Any terms of the Receiving Party are valid only to the extent that they are expressly accepted by Coulisse in writing.
3. If and insofar as Coulisse and Receiving Party (hereinafter are Coulisse and Receiving Party referred to together as ‘Parties’) agreed upon a non-disclosure agreement provided by Coulisse and the provisions of these Terms conflict the provisions of the non-disclosure agreement concerned, the conflicting provisions of that non-disclosure agreement will prevail. If and insofar as Parties agreed upon a license agreement provided by Coulisse and the provisions of these Terms conflict the provisions of the license agreement concerned, the conflicting provisions of the license agreement will prevail. In case that the provisions of these Terms conflict with any provisions of other agreements between Parties, the provisions which Coulisse wishes to rely on shall prevail.
   

2. Rights to the content

1. Coulisse is and will be the sole owner and rights holder in regards to the Content and any rights thereto, or otherwise entitled to Content, for instance as a license holder, including but not limited to intellectual property rights, as well as entitled to any rights which may arise in regards to the Content in the future.
2. Unless explicitly stated otherwise, no contract, agreement or declaration between Parties will constitute a transfer of any rights, including but not limited to intellectual property rights.
3. If and insofar any third parties are owner, rights holder or otherwise entitled to the Content or parts thereof, Receiving Party shall comply with any and all regulations, terms and conditions of such third party which apply to the Content or parts thereof in any way. At the written request of Receiving Party, Coulisse shall inform the Receiving Party of such regulations, terms and conditions.
4. If Receiving Party receives any claim from a third party in regards to the Content and / or is in any way involved in any conflict with a third party in regards to the Content, Receiving Party will immediately inform Coulisse of such claim or conflict.

3. Use of content

1. Receiving Party shall under no circumstance access or use Content in any way without Coulisse’s prior written permission. Coulisse may at all times withdraw any granted permission, without being held to state its reasons. Coulisse’s permission does not in any way constitute any exclusive right of use for Receiving Party.
2. Under the condition that Receiving Party obtained Coulisse’s prior written permission to access or use the Content, Receiving Party may only use Content for the purposes and by the means explicitly set out by Coulisse.
3. If no (other) purposes are set out by Coulisse, Receiving Party may only use Content for the promotion and marketing of Coulisse’s products as sold or otherwise distributed by Receiving Party.
4. If no (other) means are agreed upon between Parties, Receiving Party may only use Content for the promotion and marketing of Coulisse’s products as set out in art. 3.3 through means and communication channels which comply with Coulisse’s standards.
5. Unless agreed upon otherwise, Receiving Party may only use the Content in the specific country of the place of residence of Receiving Party to which the Content was provided.
6. Receiving Party may only use Content as long as strictly necessary for the performance of its contract(s) with Coulisse or, if no contract was agreed upon, for a maximum of 1 year after it received the Content from Coulisse or from any other party with Coulisse’s prior written specific consent. At the end of the period during which Receiving Party was allowed to use the Content, the Receiving Party shall immediately and on their own initiative return all Content to Coulisse.
7. Receiving Party shall impose the same obligations and prohibitions on that third party as set out in these Terms and shall be fully liable to Coulisse for any damages suffered by Coulisse as a result of the failure of the third party to fulfil these obligations and / or prohibitions.
8. Content may never be used in any way which could be deemed discriminatory, racist, malicious, connected to religious expressions or (otherwise) inappropriate, unlawful, punishable or in any way harmful to Coulisse or Coulisse’s reputation.
9. Receiving Party may never use Content in any way which could infringe Coulisse’s rights, including but not limited to intellectual property rights, nor otherwise act in any way which could infringe Coulisse’s aforementioned rights or Coulisse’s interests in any way. This includes, but is not limited to, performing any filings and/or registrations and/or enter into any formal procedures and/or any other act in regards to the Content which could limit Coulisse’s possibilities to fully and freely exploit the Content as she sees fit.

4. Confidentiality

1. Insofar as not agreed upon otherwise between Parties, and without prejudice to the foregoing, Receiving Party shall observe the utmost secrecy with regard to Content and any information related thereto, including but not limited to all technical and non-technical information and ideas, copyrights and information otherwise protected by intellectual property rights, sketches, drawings, mock-ups as well as modifications and further detailing of the Content (Content including any information related thereto as set out in this provision are hereinafter referred to as ‘Confidential Information’). This includes that Receiving Party shall not disclose Confidential Information, with the mutatis mutandis applicability of art. 3.6 of these Terms.
2. Without prejudice to the foregoing, parties establish and acknowledge that Confidential Information insofar as it is secret, has commercial value because it is secret and that Parties have taken reasonable steps to keep it secret.
3. Given that unauthorized disclosure of Confidential Information would have the consequence of a decrease in the value of the Confidential Information to Coulisse, Receiving Party is liable for all damages which Coulisse should suffer in this regard, unless the unauthorized disclose is the consequence of Coulisse’s intent thereto or Coulisse’s gross negligence.

5. Liability

1. Coulisse shall in no way be liable for any damage suffered by Receiving Party as a result of the use of the Content in any way, unless the damage is the direct result of Coulisse’s intent or gross negligence.
2. Without prejudice to the foregoing, Receiving Party is fully liable for all damages, both material and immaterial, suffered by Coulisse as a result of any violations of these Terms, Coulisse’s rights and / or any other agreements between Parties, unless Parties explicitly agreed otherwise.

6. Miscellaneous

1. Any additions, deviations and amendments to these Terms shall only be valid when agreed upon in writing by both Parties.
2. In the event one or more provisions of these Terms should appear to be non-binding, then the remaining provisions of these Terms shall remain in force. The Parties undertake to replace the non-binding provision(s) by (a) similar provision(s), which is (are) binding and which deviate(s) as little as possible – in view of the objective and purpose of these Terms– of the non-binding provision(s).
3. These Terms are agreed upon for an indefinite period of time. These Terms can only be terminated by each of the Parties when all Content and Confidential Information has been returned to Coulisse and all copies remaining with Receiving Party and /or any third parties have been destroyed and evidence thereof was provided in writing to Coulisse, by written notice with due consideration of a notice period of one month. Those provisions which are by their nature intended to survive terminations (such as the provisions regarding confidentiality and liability) shall remain in force after termination.
4. The laws of the Netherlands shall exclusively apply to these Terms and any dispute rising in connection thereto, including but not limited to any disputes in regards to the Content.
5. Any disputes which arise in connection with these Terms or the Content shall be brought before the court of Almelo, or, should that court not be competent in regards to the dispute, the competent court of the Netherlands.