General Terms and Conditions gallereplay
Contracting party to and user of the following terms and conditions is the gallereplay UG (haftungsbeschränkt)
(hereinafter referred to as “GALLEREPLAY”)
Kuglerstr. 16, 10439 Berlin, Germany
Tel.: +49 (0)30 844 256 73
§ 1 Scope
The business relationship between GALLEREPLAY and the Client is subject solely to the terms and conditions stated hereinafter, in their valid version at the time of the completion of the contract, as stated in Appendix 1. Deviating provisions by the artist are not recognized by GALLEREPLAY, unless GALLEREPLAY expressly confirms a deviating provision for an individual case in writing.
§ 2 Subject Matter of the Contract
The subject matter of the contract is the purchase of a license, by the Client, for a moving image (“cinemagraph”) made available on https://www.gallereplay.com/. Following the purchase of a cinemagraph via our online marketplace, the Client will receive a download link by email, which is valid for 48 hours, facilitating the use of the cinemagraph.
The cinemagraphs will be delivered as compressed video files in mp4- and webm-formats, in a resolution of 1920px x 1080px (Full High Definition), and will have a maximum length of 12 seconds. Additionally we deliver a GIF in a lower resolution, as well as the original video file and a HTML code, easing the implementaion on websites. The “GIF” format is limited to 256 colors, which can lead to unpleasant discolorations and poor quality. These deficiencies are caused by the format itself and cannot be influenced by GALLEREPLAY. As a result of post-production, minor transitions and dissolves may be visible in the cinemagraphs. Minor disruptions of the loop of up to 0.1 seconds are possible. Jaggedy playback or looping of the video may be caused by the respective platform and cannot be influenced by GALLEREPLAY.
§ 3 Definitions
(1) For the purpose of these Terms and Conditions, the Client may only refer to an entrepreneurs, a legal person governed by private law, or a legal person governed by public law. Minors may not use the cinemagraphs and may not be a Client for the purpose of this agreement.
(2) For the purpose of these Terms and Conditions, and corresponding to § 14 BGB, an entrepreneur is a natural person, a legal entity or a partnership with legal capacity, that act on the conclusion of the contract in the exercise of their commercial or self-employed occupational activityt. A partnership with legal capacity is a partnership capable of acquiring rights and incurring obligations.
§ 4 Conclusion of the Contract
(1) The representation of the cinemagraph in our online shop, does not constitute a legally binding offer, but a mere non-binding online catalogue. On the overwie page corresponding to each respective cinemagraph, the Client may choose his/her license. By clicking the button “Buy with credit card” or “Buy with PayPal” the Client submits his/her order details and declares to GALLEREPLAY in a legally binding manner, to want to acquire the cinemagraph license selected before (offer).
(2) GALLEREPLAY accepts the Client’s offer automatically upon receipt of the Client’s order. Immediately after placing the order, the Client will receive an email confirming the purchase, in which all details of the purchase will be listed once again, and in which the Client may find the link to download the order, valid for 48 hours.
GALLEREPLAY saves the Client’s order text, unless otherwise stated in the offer. This text cannot be accessed online, but can be provided by GALLEREPLAY upon request. You can choose between German- and English-language versions of the contract.
§ 5 Grant of License
(1) GALLEREPLAY grants to the Client the worldwide right, limited to the period of copyright protection, to reproduce the cinemagraph and the right to make it available available to the public within the scope of the selected license.
(2) Regarding the scope of the rights granted the Client may choose from the following additional options when submitting his/her order:
- whether the Client requires a basic or exclusive license;
- whether the the use of the cinemagraph is limited to one or more projects;
- in which type of media the cinemagraph is to be used;
- whether the Client shall be able to edit the cinemagraph;
- whether the rights shall be transferrable and sub-licensable
(3) The terms relevant to customized cinemagraphs are defined as follows:
„Non-Commercial“: This non-exclusive, worldwide license allows any type of non-commercial or editorial and illustrational use, for example on blogs, for storytelling purposes or journalistic purposes. You have the right to use the cinemagraph for one project without time restrictions, and can make minor edits to the colors and framing. You can save the cinemagraph on storage mediums and make it available to colleagues, in so far as this is necessary for the completion of the project.
„Commercial Basic“: This non-exclusive, worldwide license allows commercial use in newsletters and business presentations. You have the right to use the cinemagraph for one project without time restrictions, and can make minor edits to the colors and framing. You can save the cinemagraph on storage mediums and make it available to colleagues, in so far as this is necessary for the completion of the project.
„Commercial Full“: This non-exclusive, worldwide license allows commercial use in social media ads, website headers, large website backgrounds, app content (in free apps) ad HTML5 webbanners. You have the right to use the cinemagraph for one project without time restrictions, and can make minor edits to the colors and framing. You can save the cinemagraph on storage mediums and make it available to colleagues, in so far as this is necessary for the completion of the project.
„Other“: Please contact GALLEREPLAY via firstname.lastname@example.org and describe the intended usage for the cinemagraph which you wish to license (for example: in galleries and art exhibitions, outdoor advertising, and other uses). GALLEREPLAY will send you a customized offer.
„Unlimited“: The usage of the cinemagraphs increases from one project to an unlimited number of uses for the end user.
„Resale“: Allows unlimited, non-exclusive usage. You are allowed to use the cinemagraph for an unlimited number of projects and various clients. Additionally the usage within products intended for resale is permitted, for example in paid apps and paid website templates. The non-exclusive, worldwide usage rights for the cinemagraph are sub-licensable and transferrable. However it is not possible to resell the cinemagraph by itself, unattached to another piece of content. It must appear within another product.
Exclusive License: Please contact GALLEREPLAY via email@example.com and describe the intended usage for the cinemagraph which you wish to license exclusively. GALLEREPLAY will send you a customised offer.
„Freelancer/Small Company“: Choose this option if you are licensing the cinemagraph for a company with 1-20 employees.
„Mid-Size Company“: Choose this option if you are licensing the cinemagraph for a company with 21-300 employees.
„Large Company“: Choose this option if you are licensing the cinemagraph for a company with 301 or more employees.
(4) When using the cinemagraph, the Client shall identify the artist as the cinemagraph’s author in a reasonable and usual manner with regard to the respective medium
(5) Even though the Client has acquired the exclusive right to reproduce and make publicly available the cinemagraph, the artist maintains the right to make available his cinemagraphs on other websites, so long as these websites are intended solely for portfolio purposes, that is on websites that do not serve the purpose of commercially promoting the artist but merely presenting the cinemagraphs created by the artist so far.
Furthermore, GALLEREPLAY reserves the right to use the cinemagraphs for promotional purposes.
§ 6 Prices, Due Date and Payment
(1) The prices indicated on our online marketplace are the final prices including VAT. Additionally the net price plus VAT is displayed in brackets.
(2) Payment shall be made by the payment method agreed to during the ordering process. Payment is due with the conclusion of the contract.
§ 7 Offsetting, Withholding
(1) The Client shall be entitled to set off only those counterclaims against GALLEREPLAY’s claims, that have been finally determined by a court order or that have been confirmed by GALLEREPLAY. The Client may additionally set off counterclaims that are founded on defect rights or that arise from this contract.
(2) The Client shall only be entitled to exercise his/her right of retention if the respective counterclaim arises from the same contractual relationship.
§ 8 Warranties, Notice of Defects
(1) Statutory defect rights apply, unless explicitly agreed otherwise.
(2) The Client shall immediately examine the cinemagraph in regard to any defects. In case of defects the Client shall immediately inform GALLEREPLAY of these defects in writing.
§ 9 Liability
(1) Within the scope of statutory provision, GALLEREPLAY shall be liable without limitations for damages
(a) arising from injuries to life, body or health, whether, caused by either negligent or intentional breach of duty or by any other negligent or intentional wrongful acts committed by GALLEREPLAY or by GALLEREPLAY’s legal representatives or auxiliary persons.
(b) arising from either grossly negligent or intentional breach of duty or from any other negligent or intentional wrongful acts committed by GALLEREPLAY or by GALLEREPLAY’s legal representatives or auxiliary persons.
(2) In case of slightly negligent breach of essential duties by GALLEREPLAY or by its legal representatives or auxiliary persons, GALLEREPLAY shall only be liable for foreseeable damages typical for this contract. Essential duties are duties, compliance with which enables the proper implementation of this contract and on which the Client may rely.
(3) The aforementioned provisions shall apply correspondingly to GALLEREPLAY’s liability with regard to reimbursement of expenses.
(4) Liability under the Product Liability Act (“Produkthaftungsgesetz”) remains unaffected.
§ 10 Privacy
All laws regarding the privacy of data can be found under https://www.gallereplay.com/privacy
§ 11 References
You permit gallereplay to name you, or rather (in the case of agencies) your clients, on gallereplay’s internet site, along with the respective logo. If you are an agency acting on behalf of an end customer, you will obtain permission from your end customer. If your end customer does not grant approval, you are obligated to inform us. In this case we will refrain from naming or using the end customer’s logo. The same applies if you as the client, do not wish to be named.
§ 12 Final Provisions
(1) All agreements between the parties are contained within this contractual document. No further agreements exist.
(2) This contract is subject to German law, excluding UN sales law.
(3) Berlin is agreed upon as place of jurisdiction.
As of the 2nd of February 2017