FRAMES DEALER has developed and publishes an e-commerce website available at http://www.framesdealer.com (hereinafter the « Website »), on which it offers notably the provision of audiovisual contents (hereinafter “the Content” or individually “a Content”) to its users (hereinafter “the Users” or individually “a User”).
These Terms and Conditions of Sale (hereinafter the “Terms”), together with the Terms of Service available at http://www.framesdealer.com/legals/tac (hereinafter “the TOS”), provide the conditions under which Users of the Website acquire intellectual property rights (hereinafter “the Intellectual Property Rights”) on the Contents made available to Users by FRAMES DEALER on the Website.
Any acceptance of an order under the conditions set out in the TOS leads to the conclusion of a license agreement between FRAMES DEALER, a simplified joint-stock company with a capital of € 75,000 registered at the Company Registrar of Nanterre under the number 834 709 453, whose registered office is located at 48 rue Pasteur - 92150 Suresnes, and the User, under the conditions set forth under these Terms.
The fact of placing an order under the conditions referred to in the TOS implies acceptance without restriction or reserve of the Terms.
FRAMES DEALER remains free to adapt or modify these Terms at any time without notice, in order to adapt its offers. Orders already placed will remain subject to the Terms in force on the day the order was placed and any new order will be governed by the Terms in effect at the time of the order.
In case of non-compliance with these Terms, FRAMES DEALER may terminate temporarily or permanently the User’s subscriber account, by suspending or terminating his account under the conditions set out in the Terms.
2.1 Types of licenses
The license of the Intellectual Property Rights on Website’s Content may be, either in a commercial purpose (hereinafter “the Commercial License”), or in a patrimonial purpose (hereinafter “the Patrimonial License”).
The Commercial License is defined as a license allowing the User to use the Content he/she selected, incorporated in any advertising, promotional or communication audiovisual work on a non-exclusive basis, for the media, the duration, the territory(ies) and the quality chosen by the User, only for the purpose of:
- Promoting and/or advertising for products and/or services and/or brands,
- Online communication on the internet for products and/or services and/or brands.
The Patrimonial License is defined as a license allowing the User to use the Content he/she selected incorporated in any audiovisual work (short film, medium-length film, feature film, documentary, music video, etc…) other than an advertising, promotional or communication work, on a non-exclusive basis, for the duration, the territory(ies) and the quality chosen by the User.
2.2 Similarities in the licenses
In all cases, the licenses are granted by FRAMES DEALER to the Users, subject to the complete payment by the User of the price of the license:
- Licenses are granted on a non-exclusive basis;
Unless otherwise agreed in a separate written agreement signed by FRAMES DEALER, FRAMES DEALER remains free to grant licenses for the same Content to other Users, including Users who perform the same or similar activity, to promote identical or similar content, products and/or services.
- Licenses are granted under the conditions selected by the User in accordance with the options below (Article 3), i.e. for the selected duration, territory, for the media and/or considering the destination of the Work incorporating the Content, and/or considering the nature of the Work, and for the quality price fixed by the price list in force on the day of the order;
Any other use not authorized by FRAMES DEALER or not in compliance with the selected options constitutes a violation of the Intellectual Property Rights on the Content and an infringement of the Terms.
- Licenses are granted for the only purpose of integrating the Content, in whole or in part, into a new work (hereinafter “the Work”) in such a way that the Content is not one of the essential elements of the Work.
As such, the User may, subject to compliance with the moral rights of the Content director:
- bring to the Content all modifications, adaptations or transformations required by editorial, promotional or commercial choices, or justified by legal and/or technical considerations (including those constraints due to the internet or any other form of digital or multi-supports);
- transform, reframe, arrange and modify the Content, in whole or in part, by any technical means (including the sizes, color schemes and/or forms arrangements, etc.);
- add to the Content visual elements (notably: textual, graphic, photographic, etc.), by associating them with other sound (notably words, sound effect, music, etc.) and/or integrating them into a new ensemble, audiovisual and/or multimedia.
- People clearly recognizable may appear in some Contents. These Contents are identified in a specific way by FRAMES DEALER on the Website. For those Contents, the use of these people’s image require a specific agreement from FRAMES DEALER. Therefore the granting of license for such Contents require a specific agreement with FRAMES DEALER that any User may directly request to FRAMES DEALER (as for any use and/or condition not scheduled by the Terms).
Unless mentioned otherwise on the Website, Users may acquire the rights to use the Contents for a Commercial License and/or a Patrimonial license under the following conditions:
3.1 For a specific media or destination:
The license is the non exclusive assignment of the Intellectual Property Rights of the Content director, namely all of his/her patrimonial rights attached to the Content including notably the right to reproduce the Content within the Work, to represent it within the Work , to use it within the Work, to broadcast the Work including all or part of the Content, to modify, adapt, make adjunction and/or removal by any known means or hereinafter devised (in particular, without this list being exhaustive, magnetic, digital, optical recording), in all known or unknown formats to date, all durations, all versions, within the limit:
- of the media selected by the User or, where applicable, of the specific destination of the Work in the event of a Commercial License (3.1.a);
- or for the nature of the Work selected by the User in case of Patrimonial License (3.1.b).
3.1.a In the event of a Commercial License, the User may select among the options proposed in the price list the media on which he/she will be authorized to exploit the Work integrating the Content. The options are the following:
"Cinema": in all paid and unpaid movie theatres, in both the commercial and the non-commercial sectors (including festivals and promotional events);
"TV": all modes of broadcasting, in particular terrestrial television, in analog or digital mode (Digital Terrestrial Television, etc.), by cable, by satellite or by electronic communication networks such as the Internet, whatever the standards used (ADSL, GPRS, UMTS, etc.) and the place of transmission and reception of the Work (whether they are in France or abroad), whether the broadcast takes place for free or against payment of a flat-rate subscription or an individualized price (pay-TV channel, Pay Per View, Catch-Up TV, etc.), for the purpose of viewing on any and all fixed or portable reception support, that the Work is accessible directly or incidentally from another film and/or program;
"TV + CINEMA": the license covers the "TV" and "CINEMA" rights defined above;
"WEB": on all Intranet sites, Internet and/or mobile applications, on all social networks (in particular, without this list being exhaustive: Facebook, Instagram, Twitter, Weibo, etc.) and photo sharing platforms and/or videos (including: Youtube, Vimeo, Dailymotion, Tumblr, etc.), on blogs, e-commerce sites, in any form, and especially in the form of downloading, streaming, banners, ad banners, viral marketing, television online, e-PR, e-pub, e-mailing, e-commerce, e-ad, e-video, etc. ;
"TV + WEB": the license covers the "TV" and "WEB" rights defined above;
"CINEMA + WEB": the license covers the "CINEMA" and "WEB" rights defined above;
" TV + CINEMA + WEB": the license covers the "TV", "CINEMA" and "WEB" rights defined above;
"RETAIL": audiovisual advertising on points of sale (PLV/POS), namely on any type of digital advertising material present on any place of sale whatsoever, in all places (indoor or outdoor) private or public, etc.;
" TV + RETAIL + WEB": the license covers the "TV", "RETAIL" and "WEB" rights defined above;
" CINEMA + RETAIL + WEB": the license covers the "CINEMA", "RETAIL" and "WEB" rights defined above;
"ALL (TV + CINEMA + WEB + RETAIL)": the license covers the "TV" and "WEB" and "CINEMA" and "RETAIL" rights defined above;
"INTERNAL ONLY": the license covers any representation of the Work for the exclusive purposes of documentation and information of a company and the group, if any, to which it belongs;
"INTERNAL + CONF + KEYNOTE + ROADSHOW": the license covers any representation of the Work for the exclusive purposes of documentation and information of a company and of the group, if any, to which it belongs, as well as any representation of the Work for purposes of institutional communication (for the purpose of informing the shareholders of a company and its group, in the framework of the realization of conferences, seminars, on the occasion of the communication of the company or its group on an institutional website, etc.);
3.1.b In the event of a Patrimonial License, the User selects the nature of the Work in which he/she intends to integrate the Content, namely:
"FEATURE FILMS": feature film intended for a first cinematographic exploitation;
"TV SERIES": episode of an audiovisual series (with the exclusion of any use of the Contents in the opening or ending credits) or telefilm intended for a first television operation;
"TRAILERS": trailer lasting up to 4 minutes;
"DOCUMENTARY": audiovisual or cinematographic work of a documentary nature;
"WEB SERIES / MOBILE SERIES": movie intended for a first broadcast on a Video on Demand (VOD) or Video on Demand Subscription Service (SVOD), or episode of an audiovisual series (with the exclusion of any use of the Contents in the opening or ending credits) intended for a first exploitation on an Internet website accessible for free or for a fee, for permanent or temporary download or in streaming, or made available via any video-on-demand service application by subscription of programs and series.
"MUSIC VIDEO & SHORT FILMS": music video or short film with a duration of less than 10 (ten) minutes.
Subject to respect of the nature of the Work, the Patrimonial License is granted for the following modes of representation and reproduction:
Cinema: in all paid and unpaid movie theatres, in both the commercial and the non-commercial sectors (including festivals and promotional events);
Television: by any means of broadcasting and/or telecommunication, and particularly terrestrial television, in analogue or digital mode (Digital Terrestrial Television channels, etc.), cable, satellite or by electronic communication networks such as the Internet, regardless of the broadcasting standards used (ADSL, GPRS, UMTS, etc.) and the emitting and reception places of the Work (whether they are located in France or abroad), whether such broadcast is free or against payment of a flat-fee subscription or an individualized price (pay television, Pay Per View, Catch-Up TV, etc.), for visualization on any fixed or portable medium whether the Work is accessible directly or as an ancillary to another film and/or program;
"Video on demand" (VOD): by any means to make the Work available temporarily or permanently to the final consumer, at her demand and at the time of her choice, by terrestrial television, cable, satellite or by all electronic communication networks such as the Internet or any other process or means of broadcasting known or unknown at the time of the order, whether the Work is accessible for free (free VOD) or against payment (SVOD, fee-for-service basis), regardless of the emitting and reception places of the Work (whether they are located in France or abroad), for visualization on any and all receiving medium, whether fixed and/or mobile, whether the Work is accessible directly or as an ancillary of another film and/or program;
Multimedia: any and all multimedia materials, whether tangible ones (including but not limited to videocassettes, videodiscs, DVDs, CD-Roms, CDIs, HDVDs, Blu-Rays and, more generally, any and all media now known or hereafter devised such as: analogic, digital, opto-digital, linear or non-linear, etc.) or immaterial media, including all telecommunication systems and electronic communication networks known or unknown as of the placement of the order, regardless of the broadcast standards used (such as: ADSL, GPRS, UMTS, etc.), for visualization on any and all supports whether fixed or mobile (including: computers, tablets, televisions, mobile terminals such as: mobile phones , diaries, personal assistants, etc.) and especially: on any and all Intranet and/or Internet websites and/or mobile applications, on any and all social networks (in particular, without this list being limitative: Facebook, Instagram, Twitter, Weibo, etc.) and photo and/or video sharing platforms (including: Youtube, Vimeo, Dailymotion, Tumblr, etc.), blogs, e-commerce websites, by any means, and in particular by downloading, streaming, advertising banners, banners, viral marketing, online television, e-PR, e-advertising, e-mailing, e-commerce, e-ad, e-video, etc. ;
Any other mode of exploitation is strictly forbidden, except express agreement of FRAMES DEALER.
3.2 For a limited period of time:
Each license runs from the confirmation of the order as provided for in the TOS and for a duration, at the User's choice, of:
- 1 (one) year;
- 2 (two) years;
- 5 (five) years;
- Or for the duration of the legal protection of the copyrights attached to the Content, such as this duration is defined by the law, and its possible prolongations notably due to any prorogation or extension, to the authors, to all of their successors, heirs or beneficiaries, by the laws and regulations, customary rules, the judicial and arbitral decisions of all the countries as well as by all the treaties, conventions, decisions, directives and regulations or international arrangements.
At the end of the chosen period of time, the User must stop immediately any exploitation of the Work incorporating the Content, erase and/or destroy any copy of the Work and the Content and ensure that any third party authorized by the User to exploit the Work complies with this obligation. The renewal of the license may be made at the choice of the User only if the Content is still available on the Website, subject to the payment of the price determined in the price list in force at the time of renewal.
3.3 For a specific territory:
Each license is granted, at the option of the User for the territory(ies) mentioned in the price list, namely:
- For a region, a country, or a set of regions and/or countries predetermined in the price list;
- For a continent;
- For the entire world.
In the event of an online exploitation of the Content, the User undertakes to make available the Work including the Content only in the authorized territory. It is the responsibility of the User, where he/she does not intend to implement geo-blocking measures, to select the whole world if he wishes to exploit the Work on the Internet.
3.4 For a digital quality of the Content that varies depending on the selected option:
- For High Definition quality images, up to and including 4K;
- For a quality image beyond 4K;
The price of the license granted to the Users is determined based on the aforementioned criteria defined in articles 3 and 4 of the Terms, according to a price list available at the url address
The price of the license is the price mentioned in the price list in force on the day of the order finalization by the User, plus VAT in force if applicable, minus any discount, if applicable.
Any acquisition of a license will result in the issue of an invoice edited by FRAMES DEALER in the name of the User.
The prices are expressed excluding taxes and exclude any fees, which shall be if applicable for the User (possible banking fees, connection fees to the Site, etc.).
All Contents have been posted on the Website with the agreement of their directors, who are the authors of each Content. The Intellectual Property Rights granted by FRAMES DEALER are the author's intellectual patrimonial rights of the director (s) of each Content.
FRAMES DEALER warrants to the User that it owns the Intellectual Property Rights of the director on the Contents granted to the User, and warrants to have full power and quality to consent to the license chosen by the User and that to its knowledge, the Contents do not contain anything likely to give rise to attacks for plagiarism and / or copyright infringement.
FRAMES DEALER does not grant any right and does not give any guaranty as to the use of the names, people image, marks, drawings and models, logos and sound files, drawings, works of art or architecture (whether they are subject to a deposit or not), represented or included in the content. In such cases, it is up to the User to determine whether an authorization is necessary for the intended use of the Content. Obtaining this authorization is the sole responsibility of the User.
The name of FRAMES DEALER and the director will be mentioned in the end credits of the Work (if the Work contains credits) as follows: "Pre-existing images from Frames Dealer / Director: XXX"
The following uses of the Content are excluded from all an any license, and are therefore strictly prohibited:
- Use for pornographic, defamatory or illegal purposes, or likely to violate any regulation in force; and/or
- Any use likely to infringe the rights of persons, places, or any other element represented in the Content; and/or
- any use of the Content solely, in an autonomous manner, including by allowing others to download, extract or redistribute the Content as a stand-alone file (distinctly from the Work including the Content); and/or
- Use of any still image from the Content, regardless of this use;
- To exercise a competing activity with that of FRAMES DEALER.
For any other use not authorized by the Terms, the User can ask for a specific license (for example for PRINT use and/or if a person is recognizable in the Content) under a specific estimate costs and provided that FRAMES DEALER has the necessary rights for the use asked by the User.
FRAMES DEALER invite any User who would like to use a Content for the needs of a philanthropic public interest, educational, scientific, social, humanitarian, or cultural campaign, or contributing to the enhancement of artistic heritage, the defense of the natural environment or the dissemination of culture, language and scientific knowledge to ask FRAMES DEALER for a discount, subject to director’s approval, considering notably the destination and importance of the campaign.
In the event one or more provisions of the Terms were held invalid or declared as such pursuant to a law, a regulation or following a final decision rendered by the competent jurisdiction, the other provisions will retain their full force and scope except for those which, if any, cannot be severed from the invalidated provision. The parties to the license agreement already agree to replace the void clause with new provisions consistent with the spirit hereof.
In the event of litigation, the competent French courts shall have jurisdiction as the place of execution of this contract, the applicable law being the French law.