Thank you for participating in the Capture With BEHRENS Contest (hereinafter referred to as "this Event"). Prior to submitting your photographic entries (hereinafter referred to as "the Works"), you shall carefully read, fully comprehend and unconditionally agree to the following license terms. Your act of submitting the Works shall be deemed as your express acknowledgment, acceptance and consent to all provisions hereof, and this Agreement shall constitute a legally binding contract between you (hereinafter referred to as "the Licensor") and BEHRENS Brand (hereinafter referred to as "the Licensee").
1.1 You hereby represent and warrant that you are the sole and exclusive copyright owner of the submitted Works, or have obtained valid, irrevocable and comprehensive authorization from the original copyright owner to grant all rights hereunder to the Licensee. You shall bear full and independent liability for the legality, originality, authenticity and completeness of the Works, and shall ensure that the Works do not infringe upon any third party’s intellectual property rights, personal rights or other legitimate rights and interests, including but not limited to rights of portrait, reputation, privacy, name, trademark, copyright, neighboring rights and proprietary rights.
1.1.1 Where the Works contain identifiable portraits of natural persons, or any property, scenes or elements in which third parties hold proprietary rights, you warrant that you have obtained prior, express, written and irrevocable consent from the relevant right holders (including but not limited to portrait rights owners, property owners and copyright owners), authorizing you and the Licensee to use the Works in accordance with the terms hereof. Such consent shall remain legally valid throughout the term of this Agreement and shall cover all uses permitted herein.
1.1.2 Upon the Licensee’s written request, you shall, without undue delay, provide official documentary proof of the aforementioned authorization (including but not limited to written consent forms, authorization letters and relevant right certificates) to the Licensee. Failure to provide such proof upon request shall be deemed a breach of this Agreement.
1.2 You confirm that this license is gratuitous, irrevocable, non-exclusive and worldwide. You acknowledge and agree that any vouchers awarded by the Licensee to shortlisted Works shall be deemed as an incentive for participation in this Event only, and shall in no way constitute consideration, license fee or remuneration for the rights granted herein. The Licensee shall not be obligated to pay any additional compensation to you for the use of the Works pursuant to this Agreement.
2.1 Scope of License: Subject to the terms and conditions hereof, you hereby grant the Licensee the non-exclusive right to use, reproduce, distribute, display, disseminate and adapt the Works worldwide for the purpose of the Licensee’s brand promotion and commercial marketing activities, including but not limited to the following manners:
2.1.1 Brand Promotion: To use, display, reproduce, distribute and disseminate the Works on the Licensee’s official website, official social media platforms (including but not limited to Instagram, Facebook, Twitter, YouTube, TikTok, LinkedIn etc.), press releases, press conferences, exhibitions, brand events and other brand promotion initiatives.
2.1.2 Sales & Marketing: To incorporate the Works into the Licensee’s e-commerce platforms (including official stores and authorized third-party platforms), online/offline advertising campaigns, in-store displays, promotional brochures, catalogs, videos, posters and other commercial marketing materials related to the promotion of the Licensee’s products and services.
2.2 Duration of License: The term of this license shall be six (6) consecutive months, commencing on the date when the Works are successfully submitted and received by the Licensee. Upon expiration of the license term, the Licensee shall cease any new use of the Works under this Agreement. Notwithstanding the expiration or early termination of this license, the Licensee shall retain the right to continue using, reproducing, distributing, displaying and disseminating any promotional projects, materials or content that were lawfully initiated, produced or published prior to such termination and in which the Works have been incorporated, and such continued use shall not constitute an infringement of your rights.
2.3 Right of Modification: The Licensee shall be entitled to make necessary modifications and adaptations to the Works without altering their core theme, creative essence and original style, including but not limited to cropping, resizing, color calibration, brightness adjustment, logo implantation, text annotation and format conversion, to ensure compliance with the requirements of different promotional scenarios, technical specifications and design standards. The Licensee shall not be obligated to notify you of such modifications.
3.1 You reserve the moral right of attribution in respect of the Works. The Licensee shall use its best endeavors to credit you under the name or pseudonym provided by you at the time of submission in all reasonable and feasible promotional scenarios. You acknowledge and agree, however, that such attribution may not be possible due to space constraints of specific advertising placements, technical limitations, compliance with unified design standards or other legitimate reasons, and the Licensee shall not be liable for any failure to credit you in such circumstances.
3.2 Save for the rights expressly granted to the Licensee hereunder, all copyright and other intellectual property rights in and to the Works shall remain vested in you in full. You shall be entitled to use the Works in any manner whatsoever, or to license third parties to use the Works, provided that such use does not conflict with the rights granted to the Licensee hereunder and does not infringe upon the Licensee’s legitimate rights and interests.
4.1 You warrant that the content of the Works is wholesome, legal, compliant with public order and good morals, and does not contain any illegal, obscene, defamatory, infringing, misleading or inappropriate content.
4.2 In the event that any defect in title to the Works (including but not limited to breach of the representations and warranties set forth in Article 1 and this Article), any illegal content of the Works, or any act of yours in connection with the Works results in the Licensee being subject to any third-party claims, complaints, lawsuits, arbitrations, administrative investigations or penalties, the Licensee shall be entitled to suspend or terminate this Agreement immediately. You shall bear full legal liability for all such incidents, and shall indemnify the Licensee for all losses, damages, costs and expenses incurred thereby (including but not limited to reasonable attorneys’ fees, litigation costs, settlement amounts, compensation payments, fines and reputation losses). You shall also hold the Licensee harmless from and against any and all such claims, liabilities, damages and expenses, and shall actively cooperate with the Licensee in handling relevant disputes.
5.1 Governing Law: The formation, validity, performance, interpretation and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China (excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region).
5.2 Dispute Resolution: Any dispute, controversy or claim arising out of or in connection with this Agreement shall be resolved through amicable negotiation between the parties. In case no settlement can be reached through negotiation within thirty (30) days from the date on which one party notifies the other party of the dispute, either party shall be entitled to submit the dispute to the people's court with jurisdiction over the Licensee’s place of domicile for resolution by litigation.
5.3 Interpretation Right: The Licensee reserves the final right of interpretation of this Agreement within the scope permitted by applicable laws. Any amendment or supplement to this Agreement shall be made in writing and signed by both parties to be legally effective.
5.4 Severability: If any provision of this Agreement is deemed invalid, illegal or unenforceable by a competent authority, such provision shall be deemed severable from this Agreement, and the validity, legality and enforceability of the remaining provisions shall not be affected thereby.
Prior to submitting your Works, please confirm once again that you have fully understood, acknowledged and agreed to all provisions hereof. Your act of submitting the Works shall constitute your gratuitous authorization to the Licensee to use the Works in accordance with the terms hereof for a period of six (6) months. If you have any questions about this Agreement or do not agree with any provision hereof, please refrain from submitting your Works.
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