This Licence Agreement (“Conditions”) set out the framework under which BlueFox, 975 avenue des Champs Blancs, 35510 Cesson-Sevigne RENNES, FRANCE, VAT number FR 83493289870 (“BLUEFOX”) shall licence to the Customer (“Customer”) as identified in the user account (“Account Information”) and defined in the Purchase Order certain rights in and to multi-media digital content. These Conditions shall be incorporated into and shall govern each and every Purchase Order executed by both parties from time to time (“Purchase Order”) (these Conditions and Purchase Orders being together the “Contract”) and such Purchase Orders shall set out the details of each piece of content (“Content”) and/or Service(s) (“Service(s)”) such as delivery options and the terms of the licence granted in relation thereto. For the avoidance of any doubt, BlueFox is offering its services strictly in a B2B context, not to private people.
2.1 In consideration for the payment of the royalties (“Licence Fees”) set out in each particular Purchase Order and paid in accordance with clauses 5 and 6 below, BLUEFOX shall grant to Customer a non-exclusive licence to use Content for the purposes and on the terms more specifically set out in each Purchase Order. Each Purchase Order shall include details of the following:
Content: Particulars of the Content which Customer wishes to licence from BLUEFOX.
Licence Fees: The royalties per month for the chosen Content.
Service Fees: Applicable fees for additional Service(s).
Period: The length of time for which the rights in and to the Content are granted, hereafter also called subscription term.
Territory: The markets and geographical places in which the Content may be used and disseminated to.
Rights: The Rights, including details of applicable media, granted to Customer in relation to each piece of Content shall be those set out in each applicable Purchase Order (“Rights”).
Format: The format of the Content.
Delivery: Particulars of the delay and the method of Delivery as well as further Delivery options.
Account Information: Customer address including sales and technical contact as well as billing address.
Billing Date: The date when Customer’s credit card will be charged or the date when payable fees should arrive (at the latest) on the account of BLUEFOX in case of payment via bank wire.
Activation Date: The date when the Content/Service(s) will be activated for broadcast.
2.2 Unless expressly stated otherwise in the applicable Purchase Order, Customer shall have the right, subject to BLUEFOX’s prior written approval, to licence the Rights granted under each Purchase Order, to a third party. All such agreements entered into by Customer shall be in accordance with these Conditions and the terms of the applicable Purchase Order and no licensee of Customer shall be granted the right to enter into any arrangements regarding the Content with any other party. Customer’s licensee shall have no sub-licensing rights in relation to the Content.
3.1.1 Selection of Content and Delivery.
Customer will choose the Content required from BLUEFOX’s catalogue and shall communicate its choice of Content to BLUEFOX by adding the articles to its cart. Upon check-out, the Purchase Order has to be confirmed electronically. Upon receipt by BLUEFOX of the electronically signed Purchase Order, BLUEFOX shall make available to Customer, within the period specified in the applicable Purchase Order, one (1) copy of the Content in the delivery option outlined in the Purchase Order. Purchase Orders shall not be binding until the payment will be received by BLUEFOX and BLUEFOX does not have any obligation to accept orders made by Customers and issue Purchase Orders.
BLUEFOX warrants that it has the right to enter into and perform this Contract and grant to Customer all of the rights and licences granted herein.
3.2. Limitation of Liability:
3.2.1 These Conditions set out the entire financial liability of BLUEFOX (including any liability for the acts or omission of its employees, agents, consultants and sub-contractors) to the Customer, and any other person, in respect of any breach of the Contract and any use by Customer, or any other person, of the Content or any part of it and any liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, statement, restitution or otherwise arising in connection with the performance or intended performance of the Contract.
3.2.2 Customer shall notify BLUEFOX immediately of any claim by any third party for infringement of their intellectual property rights in relation to any Content. In the event that the exploitation by Customer of rights granted hereunder in the Content would infringe such third party’s intellectual property rights, BLUEFOX shall use reasonable commercial efforts to replace the infringing Content with non-infringing Content.
3.2.3 BLUEFOX’s liability to Customer shall in any event be limited to the value of Licence fees charged by BLUEFOX under the applicable Purchase Order during the two (2) month period prior to the date the action or liability arose.
3.2.4 BLUEFOX shall not be liable for any Content through which information, including but not limited to news, weather, horoscopes and car traffic information, is delivered to Customer from Euronews, Agence France Presse or any other news agency. It is acknowledged and agreed that BLUEFOX shall not assume responsibility for any claims for defamation, action to challenge the accuracy of information disseminated or a request for a right of reply.
4.1. Customer’s Warranties: Customer warrants and undertakes that:
(a) Customer shall use the Content strictly in accordance with clause 2 above and the specific terms of the applicable Purchase Order;
(b) Customer shall not make any changes to the Content, including the images, the length of the video, text and commentary or music, unless BLUEFOX expressly permit it to do so in the applicable Purchase Order. Any modification of the Content which has been agreed by BLUEFOX will be carried out by BLUEFOX and may result in additional charges.
4.2.Customer shall indemnify, defend and hold harmless BLUEFOX against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by BLUEFOX arising out of or in connection with:
(a) any breach by Customer of the warranties in this Contract;
(b) Customer’s breach or negligent performance or non-performance of this Contract;
(c) piracy, counterfeiting or any other illegal act affecting the Content for which Customer, Customer’s employees, or any other persons given access to the Content by Customer are responsible.
4.3 All pieces of content are object of French and International legislation regarding copyright and intellectual property. Customer shall not reproduce any piece of content on any support or by any media, unless authorized in writing by BLUEFOX or the holder of the rights on such pieces of content. Customer shall take the appropriate measures to prevent the occurrence of any of the illegal acts set out in clause 4.2(c) above. In addition to all other rights and remedies of BLUFOX, if BLUEFOX discovers, in any manner whatsoever, that a breach of clause 4.2 above was committed by an employee or contractor of Customer, BLUEFOX may terminate the Contract immediately as specified in clause 7.2 below.
4.4. Each party hereby undertakes to the other that it shall not, during the Term or at any time thereafter, disclose to any third party the details (including financial details) of this Contract or any confidential information of the other party, including without limitation, all technical, professional or commercial know-how, specifications, inventions, processes or initiatives and any other confidential information concerning that party's business or its products, which is disclosed to or obtained by it pursuant to the terms of this Contract. Customer and BLUEFOX hereby grant to one another the right to use their name in any media and to use each other's logo.
The duty of confidentiality in this clause 4.4 shall survive termination of the Contract.
4.5 Reservation of Rights: All rights in and to the Content not expressly granted to Customer under this Contract are hereby reserved to BLUEFOX.
4.6 Customer hereby agrees that if requested to do so by BLUEFOX, Customer shall include on the screens, so that it is entirely visible, the logos of BLUEFOX or any of BLUEFOX’s partners (such as Euronews or Agence France Presse) and shall take no action to remove, alter or obscure them.
4.7 Customer hereby agrees and undertakes that Customer shall not, without the prior written consent of BLUEFOX, at any time from the date of this Contract until termination of the same, deal or attempt to deal directly with any of BLUEFOX’s licensors or suppliers in relation to any content which is included in BLUEFOX’s catalogue.
5.1 Free trials
Once Customer has registered for a subscription to the Service(s) or Content of his choice, BLUEFOX may offer a free trial period during which the Content and/or Service(s) can be tried out for free ("Free Trial Period"). The length of any such Free Trial Period and the particular Content/Services included, may vary, and will be indicated at the time Customer registers for subscription. For a Free Trial that requires a credit card for registration, if Customer terminates its subscription prior to the expiration of the Free Trial Period, Customer will not have any financial obligation with respect to the subscription, and the credit card will not be charged for use of the Content/Service(s). The Free Trial Period will expire at midnight European Standard Time on the last day of the Free Trial Period, and the initial paid subscription will automatically be activated at 00:01 on the day following the last day of the Free Trial Period ("Activation Date"). If Customer subscribed to a Content/Service(s) after having received a Free Trial Period on such Content/Service(s), its credit card will be billed immediately upon registration.
5.2 Initial Subscription Payment
By registering for one of the Content/Services, Customer agrees that, when a credit card is required if Customer does not cancel the subscription before the expiration of the Free Trial Period, Customer will pay the applicable fees for the Content/Service that he selected upon registration. If Customer does not cancel the subscription prior to the expiration of the Free Trial Period, BLUEFOX will charge Customer’s credit card on the Activation Date, the applicable fees indicated at the time Customer registered for the subscription. The applicable fees will automatically be charged to Customer’s credit card designated as the credit card to be billed for the account.
5.3 Automatic Subscription Renewal
Unless Customer notifies BLUEFOX of its decision to terminate the subscription, the subscription will automatically renew at the end of each subscription term. Customer’s renewed subscription will have the same duration as the subscription being renewed (e.g. one month, etc.). At the time of renewal, Customer’s credit card will be charged BLUEFOX’ then-current fees for the applicable subscription, provided that if the fee for Customer’s renewal of the Content/Service(s) has increased, BLUEFOX will notify Customer at its designated email address (Customer sales contact) at least fourteen (14) days prior to renewal so that Customer has an opportunity to elect not to renew.
5.4 Billing Date
Customer’s credit card will be charged for the renewal term of the Content/Service(s) on the Billing date ("Billing Date"). Billing Date is the 1st of each month.
5.5 Billing Amount
The Billing Amount is the amount that needs to paid to neutralize the negative account balance that is displayed in a customer’s account on the 1st of every calendar month. This is the amount that will be charged to the credit card. Directy after the payment, the account balance in the customer’s account will be 0. The amounts due refer to the subscriptions consumed until the Billing Date and displayed in the customer dashboard. The amounts are displayed without taxes, tax rules apply (see [paragraph tax rules] ).
6.1 In consideration for providing the Content, Customer agrees to pay to BLUEFOX a Licence Fee as set out in each applicable Purchase Order. BLUEFOX will invoice Customer for the relevant amount upon delivery of the Content and Customer shall make payment by the method and within the deadline set out in applicable Purchase Order and the invoice. This is also valid for any applicable additional fee.
6.2 Payment by Credit Card: Customer can use Visa Card or Master Card as well as bank wire for the payment. BLUEFOX uses a secure shopping tunnel. This means that Customer’s information is safe and is not visible to third parties. To ensure the security of Customer’s information, BLUEFOX uses Ogone's secure payment system. Ogone is the premier secure payment system in Europe and meets all European requirements. Customer’s credit card information and security code is safe in Ogone's secure (SSL) environment. Customer’s information is secured and managed by Ogone, BLUEFOX does not receive Customer’s information. Please see Ogone's website for more information about Ogone. BLUEFOX uses a secure checkout, which means Customer’s information is encrypted before it is sent to BLUEFOX. Outside parties are unable to view any information that is transmitted to BLUEFOX over the internet.
6.3 Payment by bank wire: For payment by bank wire, Customer shall choose “bank wire” during checkout to receive a confirmation mail with payment details.
6.4 Payment by voucher or coupon: If Customer is in the procession of a voucher or a coupon, it can use it in the BLUEFOX shopping cart. Customer shall enter the voucher or coupon code in the "discount code" box in the checkout and the discount will be applied to the order. Credits by using a voucher, will not be refunded.
6.5 Past Due Payments: Customer’s account may be deactivated without notice if payment is past due, regardless of the amount. Customer agrees to pay any outstanding balance in full within thirty (30) days of cancellation or termination of its subscription to the applicable Content/Service(s). Any payment made after the date for payment shall incur interest based on the amount owed, and such interest shall be equal to the refinancing rate of the European Central Bank plus seven per cent.
6.6 On termination of the Contract, for any reason, all fees and expenses shall become due and payable to BLUEFOX.
6.7 No Refunds: All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which Customer terminates its subscription, are nonrefundable. Termination of Customer’s subscription shall not relieve Customer of any obligations to pay accrued charges.
6.8 Taxes: The price for Content/Service(s) exclude all taxes unless stated otherwise. BLUEFOX has to collect Value Added Tax (VAT) from all French Customers (defined by address of invoicing) and adds this to the invoicing. Customers whose invoicing address is situated in the European Union (concerned countries are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom) will not be invoiced the VAT, but Customer has to fill in his international VAT number in the respective field foreseen in the invoicing address. To Customers from all other countries we do not charge any VAT. These rules are in accordance with the French laws. If you have any questions concerning the taxation, please contact the BLUEFOX customer service at firstname.lastname@example.org.
6.9 Transaction Fees: BLUEFOX may impose an additional transaction fee based on transactions associated with Content/Service(s), including a transaction fee applied to the periodic subscription fee or additional costs for credit card payment. Such transaction fee will be disclosed to Customer prior to the agreement to the relevant transaction, such as through the Purchase Order for a subscription of Content or Service, by email notification concerning Customer’s Services and applicable fees, or in a similar, explicit manner.
7.1 a) Termination by the Customer, no right of withdrawal
To cancel the subscription to any of the Services or Contents, Customer shall sign in to its account, go to the Cancel Subscription section in My Settings and select "Cancel". Once Customer has terminated its subscription, BLUEFOX will stop billing Customer’s credit card until and unless Customer re-subscribes to a Service or Content. However, please note that there may be an early termination fee, based on the subscription. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which Customer terminates its subscription. Termination of the subscription shall not relieve Customer of any obligations to pay accrued charges.
7.1 b) In accordance with Article L121/20/2 of the “code de la consommation” (code of consumption), once Customer has started downloading any piece of Content from BLUEFOX’ website, it shall not be entitled to a right of withdrawal, nor to apply for any refund which is expressly agreed by Customer by accepting these Conditions.
7.2 Termination by BLUEFOX:
Customer agrees that BLUEFOX, in its sole discretion, with or without prior notice, may freeze or terminate Customer’s username, password or use of the Content and/or Service(s) (or any part thereof) for any reason, including, without limitation, if BLUEFOX believes that Customer has violated or acted inconsistently with the letter or spirit of this Agreement. BLUEFOX may also, in its sole discretion and at any time, modify or discontinue providing the Content and/or any Service, or any part thereof, with or without notice. Further, Customer agrees that BLUEFOX shall not be liable to Customer or any third-party for any interference with or termination of Customer’s access to the Content and/or any Service.
Without prejudice to any other rights or remedies which BLUEFOX may have, BLUEFOX may terminate the Contract without liability and with immediate effect if:
(a) the Customer is in breach of any of its obligations under this Contract and has failed to remedy such breach within fifteen (15) days of receiving from BLUEFOX formal written notice of such breach.
(b) an order is made or a resolution is passed for Customer’s winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against Customer; or
(c) an order is made for the appointment of an administrator to manage customer’s affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by Customer or Customer’s directors or liquidator; or
(d) a receiver is appointed for any of Customer’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or a liquidator of Customer, or if any other person takes possession of or sells Customer’s assets; or
(e) Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) Customer ceases, or threatens to cease, to trade; or
(g) Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
BLUEFOX may terminate the Contract as of right, unilaterally and without prejudice to any damages that might be claimed by the Customer from BLUEFOX.
7.3 Early Termination:
Some subscription plans may be provided and priced based on the commitment to subscribe for a minimum period of time, e.g. six months. In said case, such minimum commitment will be based on Customer’s Billing Date, rather than the first or last day of a calendar month. Customer acknowledges that, in the event of early termination by Customer, BLUEFOX may incur costs and/or diminution in the value of the agreement that may be difficult to measure. Therefore, in the event of early termination for any reason (including voluntary termination by Customer or credit card expiration), an early termination fee, stated at the time of registration if applicable, may be charged to Customer as BLUEFOX’ liquidated damages resulting from Customer’s early termination.
7.4 Upon termination or expiration of this Contract for any reason:
(a) any Purchase Orders in existence shall also terminate and all licences granted to Customer under this Contract shall immediately cease and all rights granted thereunder shall immediately revert to BLUEFOX;
(b) Customer shall immediately pay to BLUEFOX all outstanding unpaid invoices and any interest accrued and in respect of Purchase Orders and/or Content for which no invoice has been submitted, BLUEFOX may submit an invoice which shall be payable immediately on receipt by Customer; and
(c) Customer shall return all Content and copies thereof to BLUEFOX immediately
BLUEFOX RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT OR SERVICES PROVIDED BY BLUEFOX, UPON EFFECTIVE NOTICE TO CUSTOMER, WHICH SHALL INCLUDE NOTICE SENT TO CUSTOMER’S DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to Customer, Customer may terminate its subscription by contacting customer service at email@example.com. Customer’s continued use of the Content/Service(s) following the effective date of a change to fees or billing methods shall constitute Customer’s acceptance of such change. CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT MEANS THAT CUSTOMER GIVES CONSENT TO BLUEFOX TO EMAIL CUSTOMER WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE CONTENT(S) OR SERVICE(S) TO WHICH CUSTOMER HAS SUBSCRIBED.
BLUEFOX shall have no liability to Customer for any delays or failures attributable to any cause beyond its control. Failures of telecommunications networks, the Internet, IT systems and software, (including those of BLUEFOX’s subcontractors, partners and/or licensors) and the default of BLUEFOX’s suppliers and/or licensors or their failure to supply content, shall without limitation, be deemed to be events beyond BLUEFOX’s control.
10.1 A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
10.2 If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
12.1 True and Complete
Customer agrees to provide true, accurate, current and complete information about itself and its billing information as prompted by the subscription process (such information being the "Account Information").
12.2 Updating Of Account Information
Customer may update any of its Account Information, designate a different credit card to be billed, or change the applicable expiration date on the currently designated card by selecting "Payment Info" from the My Settings option and then modifying and submitting the appropriate fields.
12.3 BLUEFOX Use of Account Information
12.4 Stolen Account Information
Customer is solely and entirely responsible for maintaining the confidentiality of its password, and for any and all activities that occur under its account. If Customer believes someone has accessed any Content/Service using Customer’s user name and password without its authorization, it is Customer’s responsibility to set up a new password by selecting "Password Change" from the My Settings option and to contact BLUEFOX at firstname.lastname@example.org.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUEFOX, ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS, DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLUEFOX MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES BLUEFOX MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE. BLUEFOX MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.
THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICE(S) REMAINS WITH CUSTOMER. IN NO EVENT SHALL BLUEFOX OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY SERVICE, EVEN IF BLUEFOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL BLUEFOX OR ANY OF ITS LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC PORTION OF THE SERVICE OR ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. BLUEFOX'S LICENSORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT, AND SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST CUSTOMER.
The terms of this Contract constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties in respect of its subject matter. Each of the parties acknowledges and agrees that in entering into an agreement based on these terms and conditions it does not rely on any statement not contained within this Contract. In the event of any conflict between these Conditions and the terms of a Purchase Order, these Conditions shall apply.
The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of FRANCE.
Any dispute about the validity, interpretation and / or enforcement of this Contract shall be subject to the exclusive jurisdiction of the competent courts of PARIS.
A single media player license provides a license to display the content on up to 4 screens powered by the same media player, or a single screen no larger than 160”. When a single media player displays the content on more than 4 screens, a license is required for every 4 screens that media player displays the content.