General Terms and Conditions
In these general terms and conditions (“General Terms and Conditions”), the following expressions shall have the following meanings.
“Agreement” The agreement entered into by and between Scopic and Customer for the performance of the Services;
“Customer” the entity with whom Scopic entered into the Agreement;
“Confidential Information” any information and/or data, whether orally and/or in writing (regardless of the form or (electronic) medium in which they are disclosed or stored) that are provided by one Party to the other Party before or after the date of signing the Agreement, that Scopic considers proprietary and/or confidential;
“Intellectual Property Rights" any and all (future) intellectual property rights in any country or jurisdiction including, but not limited to any patents, copyrights and neighboring rights, trademarks, trade names and domain names, goodwill, design rights, database rights, know-how and trade secrets, which are developed or will be developed in the course of the performance of the Services.
“Parties/Party” individually, Scopic and Customer are referred to as a “Party” and collectively as “Parties”.
“Products” any products, including but not limited to videos, images, documents, data, processes, materials, techniques and designs, originating from the performance of the Services;
“Scopic” Scopic B.V., a private company with limited liability (in Dutch: ‘besloten vennootschap met beperkte aansprakelijkheid’) having its registered office in Amsterdam, the Netherlands, and maintaining a place of business at Jacob Honigstraat 36 (1035 XZ) in Amsterdam, the Netherlands; and
“Services” the services to be provided by Scopic under the Agreement.
2. Intellectual property rights
2.1. Unless expressly stated otherwise in writing by and between the Parties, the Intellectual Property Rights will exclusively vest and remain vested in Scopic.
2.2. Upon payment of the consideration for the Services pursuant to the Agreement, Customer is granted a license to use the Products (“License”). Unless expressly stated otherwise in writing by and between Parties, the License shall be (i) non-exclusive, (ii) without the right to sub-license the Products to any third party, (iii) restricted to the territory of Europe, (iv) without the right to modify, develop or otherwise alter (in the broadest sense possible) any of the Products, (v) restricted to the use of the Products as described in the Agreement and (vi) non-transferrable.
2.3. Unless expressly stated otherwise in writing by and between the Parties, Customer is not allowed to register the Intellectual Property Rights and/or a sign or product identical or similar to (elements of) the Products, with any authority and/or in any intellectual property register.
2.4. Customer shall promptly but in any event within twenty-four (24) hours after Customer becomes aware of any action, claim or proceeding which is initiated in respect of the Intellectual Property Rights (“Dispute”) notify Scopic. The defense and enforcement of the Intellectual Property Rights in any Dispute shall be conducted by Scopic. Customer shall assist Scopic in taking any action, initiating, conducting or defending any proceedings, and give any information and assistance which Scopic requests to enforce the Intellectual Property Rights and/or to dispute, resist, appeal, comprise, defend, remedy or mitigate any Dispute.
2.5. Customer shall indemnify and hold harmless Scopic in respect of any and all claims, damages, costs and expenses (including but not limited to loss of profit and legal fees) in relation to any third party claim that any of the Products or their use by Customer infringes any right of a third party.
3.1. Neither Party will disclose to any third party any of the other Party's Confidential Information.
3.2. The Parties shall only use the Confidential Information for the performance of their obligation(s) under the Agreement and restrict the access to the Confidential Information to the persons required to receive the Confidential Information for the performance of the Agreement.
3.3. Neither Party will be in breach of any obligation to keep the Confidential Information confidential or not to disclose it to any third party to the extent that it:
a) is or becomes publicly known without any breach of the Agreement or any other obligation to keep it confidential;
b) is disclosed pursuant to the requirement of any law or regulation or the order of any court of competent jurisdiction; or
c) is expressly approved in writing by an authorized representative of the other Party to disclose the Confidential Information.
3.4. Scopic is allowed to use the Customers name, logo and/or information regarding the Products and/or the Services, other than Confidential Information, in press releases, product advertising and for any other promotional purpose. Customer is only allowed to use Scopics name, logo or information regarding the Products and/or the Services after and to the extent that this is expressly approved in writing by an authorized representative of Scopic.