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Our General Terms and Conditions

1. Definitions

Licensed Material: any still image, written text, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright or other intellectual property right, which is licensed to Licensee by Fabfeatures under the terms of this license.

Licensee: the entity purchasing a license hereunder.

Order Confirmation: the form which contains the specific agreed terms for the use of the Licensed material, such as price, use, medium, period of time, print run, placement, size of Licensed Material, territory and any other rights and restrictions to be agreed on.

2. General

2.1 These general terms are an integral part of the legal agreement between the Licensee and Fabfeatures VOF, a general partnership that has its corporate domicile in Edam in the Netherlands at Jonkerlaantje 15, hereinafter referred to as ' Fabfeatures'. Fabfeatures offers diverse feature articles, comprising texts as well as photos.

2.2 These terms apply to all licenses between Fabfeatures and its Licensees and is applicable to digital delivery of Licensed Material.

2.3 Fabfeatures reserves the right to change any of the general terms at any time. Changes of these terms will be announced on the Fabfeatures website.

2.4 Licensee confirms to have full authority to form a contract under the applicable law of this agreement.

2.5 Fabfeatures will not distribute contact information of the Licensee to third parties other than for the purposes of this agreement.

2.6 Different general or specific terms only apply if these are accepted by Fabfeatures in writing.

3. Grant of rights

3.1. Fabfeatures grants to Licensee a non-exclusive and non-transferable right to use and reproduce the Licensed Material as described in the Order Confirmation.

3.2 All licences are single-use only, meaning a reproduction in one size for one edition of a single publication, published in one language only. In addition, the duration of all licenses is limited to twelve months from the date of download. If a client wishes to use the same feature after that date, a fee will need to be renegotiated before the feature is again legally licensed for use, even if that usage is identical to the one originally specified.

3.3 If Licensee creates a derivative work based on or incorporating the whole or parts of the licensed work, all rights in and to this licensed work shall continue to be owned by Fabfeatures or its licensors.

4. Restrictions

4.1 Licensed Material may not be used in a manner which can compromise the integrity and reputation of the author(s). Unless otherwise agreed, Licensed Material may not be changed or adapted  other than cropping, flipping or comping without the prior consent to Fabfeatures. If such consent is given, Fabfeatures reserves the right to review any text which has been edited or re-written prior to publication.

4.2 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context with other material.

4.3 Licensee shall not make the Licensed Material available in a manner to facilitate a third party to download, extract or access the Licensed Material. The Licensed Material may only be passed on to a third party, other than for the purpose of the production or and/or printing of Licensee’s publication of the Licensed Material, with prior permission and written authority from Fabfeatures. Licensee shall ensure that all Fabfeatures’ conditions are honoured by any third party to whom they give access to this material.

4.4 Licensee may not suggest to be the original author of the Licensed Material or a written and/or visual work that derives a substantial part of its artistic components from the Licensed Material.

5. Intellectual property rights and credit obligations

5.1 No copyrights are assigned in this contract. Except as expressly stated in this agreement and the Terms of Use, Fabfeatures grants Licensee no right or license, express  or implied, to the Licensed Material

5.2 Unless otherwise agreed, all Licensed Material used in an editorial context must include the names of the concerning authors including ‘Fabfeatures’ or as otherwise provided for in the Order Confirmation.

5.3 Licensee shall supply Fabfeatures with two specimens of the publication (or each publication if more than one) in which the Licensed Material has been reproduced, or a PDF with the cover and article, free of charge.

6. Liability Fabfeatures

6.1 Licensee’s use of the Licensed Material in accordance with this agreement and in the form delivered by Fabfeatures (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright of any natural person or legal entity.

6.2 Fabfeatures warrants to have all necessary rights and authority to enter into this agreement.

6.3 Fabfeatures does not make any other warranties regarding the Licensed Material or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Notwithstanding Fabfeatures’ obligations under the warrantees provided in sections 6.1 and 6.2, Fabfeatures shall not be liable to Licensee or any other natural person or legal entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of the use by Licensee of the Licensed Material.

6.4 Fabfeatures shall not be liable for failure to perform or delay in performing any obligations towards the client if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to the loss of data due to computer hindrance, virus infection, computer hacking by third parties, damage of machines or other calamities preventing and limiting Fabfeatures from its commitment.

7. Indemnification obligation Licensee

Licensee shall defend, indemnify and hold harmless Fabfeatures and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees as well as the authors of the Licensed Material from all damages, liabilities and expenses, arising out of or as a result of claims by third parties relating to:

1.Licensee’s use of any Licensed Material outside the scope of this agreement.

2.Any other breach by Licensee of this agreement.

3.Licensee’s failure to obtain any required release.

4.the Licensed Material being unlawful or infringing a third party’s rights in any jurisdiction, without prejudice to Fabfeatures’ obligations under article 6.1 and 6.2.

8. Examination obligation Licensee

Licensee should examine all Licensed Material for possible defects before sending any Licensed Material for reproduction. Without prejudice to section 6 above, Fabfeatures shall not be liable for any loss or damage suffered by Licensee or any other third party arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its reproduction.

9. Payment

9.1 All fees for the use of the Licensed Material shall be paid within 30 days of receipt of the invoice. All payments must be made in Euro. All prices exclude local taxes, government charges and local bank charges which are the sole responsability of the buyer.

9.2 Once the Order Confirmation has been given, the order may not be cancelled by Licensee and Licensee will be fully liable for the fees, even if Licensee does not use the Licensed Material within the term of the license.

9.3 In the event that payment is not made withing 30 days of receipt of the invoice, Licensee shall be liable to pay interest at the rate of 1,5% per month or part thereof on any unpaid fees until full payment is made. All judicial and extrajudicial costs incurred in the collection of the amount due, including the costs of legal assistance, shall be met by Licensee.

10. Termination

Fabfeatures shall be entitled to terminate the agreement or suspend performance of its obligations, without prejudice to its other rights and remedies forthwith on written notice and will not be liable for damages in the event that:

a. client will be in bankruptcy;

b. client is a debtor in possession;

c. client shall have a liquidator;

d. client is in legal restraint or passed away; or

e. client commits a material breach of the terms of any legal obligation or commits a breach of the terms of any obligation resulting from the agreement.

11. Applicable law and jurisdiction

This agreement is governed by the law of the Netherlands and the competent court of law in Amsterdam has jurisdiction.

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