Right of use
Preamble
The following terms and conditions constitute a legally valid contract between you, customers of WAHL Clipper Corporation, WAHL GmbH, Lister Shearing Equipment Ltd (hereinafter jointly referred to as "licenser") and users of the download centre (which can be accessed at: www.wahl-download-center.com), hereinafter referred to as "licensee". They are jointly referred to as "party" or "parties".
The licenser manufactures hair clippers (for people and animals), beard trimmers, hair dryers and hair straighteners. The licenser operates an online platform for distributors (distribution platform) which the licensee wants to be able to access. The licensee can use the platform to download any files and documents associated with Wahl products. These include brands and logos that the licenser owns, brands, logos and marks to which the licenser has the right to issue a sub-licence (jointly referred to as "licence brands") as well as copyrighted images and videos (jointly referred to as "copyrighted material"). Also included are brand guidelines, brand usage guidelines, product data sheets, product catalogues, instruction manuals, service manuals, press materials, advertising materials and other documents for which the licenser owns trademark rights and/or copyrights and/or other protected or unprotected know-how (hereinafter referred to as: "licence material")
The licenser wishes to grant the licensee the use of licence material in connection with the marketing, supply and sale of Wahl products as long as certain conditions are met.
The licensee wants the right to use the licence material in connection with the marketing, supply and sale of Wahl products.
Therefore the contracting parties agree to the following:
The terms and conditions apply to everything that is offered on the distribution platform. These terms and conditions include the granting of usage rights for the licence material (such as graphics, illustrations, film and video materials, audio products, visual illustrations produced with optical, electronic, digital or other media, including the negatives, slides, film copies, printouts, original or digital files or their copies, image captions, texts, articles, general product information and compliance documents).
Therefore, prior to using the website, and before ordering or downloading licence material, please carefully read the following conditions and agree to the following terms and conditions. If you do not agree to the terms and conditions, you may not use the licence material.
The licenser manufactures hair clippers (for people and animals), beard trimmers, hair dryers and hair straighteners. The licenser operates an online platform for distributors (distribution platform) which the licensee wants to be able to access. The licensee can use the platform to download any files and documents associated with Wahl products. These include brands and logos that the licenser owns, brands, logos and marks to which the licenser has the right to issue a sub-licence (jointly referred to as "licence brands") as well as copyrighted images and videos (jointly referred to as "copyrighted material"). Also included are brand guidelines, brand usage guidelines, product data sheets, product catalogues, instruction manuals, service manuals, press materials, advertising materials and other documents for which the licenser owns trademark rights and/or copyrights and/or other protected or unprotected know-how (hereinafter referred to as: "licence material")
The licenser wishes to grant the licensee the use of licence material in connection with the marketing, supply and sale of Wahl products as long as certain conditions are met.
The licensee wants the right to use the licence material in connection with the marketing, supply and sale of Wahl products.
Therefore the contracting parties agree to the following:
The terms and conditions apply to everything that is offered on the distribution platform. These terms and conditions include the granting of usage rights for the licence material (such as graphics, illustrations, film and video materials, audio products, visual illustrations produced with optical, electronic, digital or other media, including the negatives, slides, film copies, printouts, original or digital files or their copies, image captions, texts, articles, general product information and compliance documents).
Therefore, prior to using the website, and before ordering or downloading licence material, please carefully read the following conditions and agree to the following terms and conditions. If you do not agree to the terms and conditions, you may not use the licence material.
I. General information
1. Conclusion of the contract
By registering via the website, the licensee agrees to the terms and conditions. The website may not be used unless the terms and conditions have been agreed to. Downloading licence material also counts as agreeing to the terms and conditions.
2. Privacy protection
The licensee agrees that their personal data is electronically stored by the licenser, processed by means of EDP and used for information purposes as long as this data refers to the business relationship to the licenser and was made available as part of that business relationship. The licensee has various rights with regard to their personal data.
We would like to refer to our privacy notice, a hard copy of which we would gladly send to you free of charge upon request and that is available at www.wahlgmbh.com/index.php?Data-protection-Wahl-GmbH.
We would like to refer to our privacy notice, a hard copy of which we would gladly send to you free of charge upon request and that is available at www.wahlgmbh.com/index.php?Data-protection-Wahl-GmbH.
3. Compulsory registration
The licensee must register on the website by providing all relevant data. If the agreement is concluded in the name of a third party, then these data also have to be provided as part of the registration. The contract is only deemed to be concluded once the licenser has verified the registration of the licensee and admitted them to the distribution platform.
4. Contracting parties
These terms and conditions, as well as any other agreements, not only apply to the licensee but also any third parties (employers, etc.) in whose name or on behalf of whom the licensee acts. The terms and conditions continue to apply to all parties even after the contractual relationship (employment relationship, etc.) has ended. However, in this case, a representative (employee, etc.) is no longer authorised to use the licence material. In particular, they are no longer authorised to copy licence material and/or use it at another place of employment.
If a licensee acts on behalf of a third party without being sufficiently authorised by them to do so, all agreements and conditions apply as though they were agreed to with the licensee themselves.
If a licensee acts on behalf of a third party without being sufficiently authorised by them to do so, all agreements and conditions apply as though they were agreed to with the licensee themselves.
5. Right of modification
The licenser is authorised to change these terms and conditions at any time without prior notice. Any further access to and the continued use of the website following such a change is considered to be an agreement to the changed terms and conditions. The licensee is required to regularly check the current terms and conditions. The terms and conditions were last updated on 27. September 2022.
Any deviating terms and conditions require the written confirmation of the licenser. The terms and conditions of the licensee or third parties that are referenced in order forms, delivery confirmation, etc. or in the licensee's own files, computers, the Internet or other media, are hereby expressly contradicted.
Any deviating terms and conditions require the written confirmation of the licenser. The terms and conditions of the licensee or third parties that are referenced in order forms, delivery confirmation, etc. or in the licensee's own files, computers, the Internet or other media, are hereby expressly contradicted.
6. Deviating agreements
The terms of this contract form the comprehensive basis for licence material deliveries or supplies by the licenser as well as their use by the licensee. This contract voids all prior written or oral agreements, whether they are based on industry standards or prior business transactions. No action on the part of the licenser can be interpreted as a waiver of the validity of any of these rules unless this waiver declaration is expressly stated in writing by an authorised representative.
The trademark user guidelines (Annex 1) and the brand usage guidelines (Annex 2) also form part of these terms and conditions.
WAHL_LISTER_Trademark_Guidelines_2020_ENG
MOSER+Animal_Trademark_Guidelines_2020_ENG
WAHL-GmbH_Trademark-Usage-Guidelines_ENG
The trademark user guidelines (Annex 1) and the brand usage guidelines (Annex 2) also form part of these terms and conditions.
WAHL_LISTER_Trademark_Guidelines_2020_ENG
MOSER+Animal_Trademark_Guidelines_2020_ENG
WAHL-GmbH_Trademark-Usage-Guidelines_ENG
II. Usage rights
1. General conditions
a) Subject of the contract
The licenser grants the licensee a user licence that grants them a non-exclusive (simple), non-transferable, free and global right of use to the selected licence material that is not subject to a sub-licence.
The licensee is only authorised to use the licence material pursuant to these conditions and is not granted any other rights apart from those hereby granted or those expressly agreed to in individual cases. Special agreements have to be put in writing.
The licensee is only authorised to use the licence material pursuant to these conditions and is not granted any other rights apart from those hereby granted or those expressly agreed to in individual cases. Special agreements have to be put in writing.
b) Licencing
The licencing process is completed after the conditions have been accepted and the licenser has checked the successful registration and verified that the licensee is a customer of the licenser.
c) Licensee mandates
The licensee is not authorised to pledge any of the rights arising from this contract or to make them the subject of any other rights in rem.
d) Use of licence brands
The licensee is obligated to only use the licence brands in accordance with the provisions of the image guidelines (Annex 1) and the brand usage guidelines (Annex 2). In particular, they are obligated to only use the licence brand in the registered forms. In particular, the licensee must use the colour schemes of the licence brands that are registered with the authorities. For the purpose of this contract, the use of the licence brands is also not considered a permissible form of use in accordance with this contract if it deviates from the registered forms in a way that does not change the distinguishing character of the licence brands. If technologically possible, the licensee is obligated to add a licence notice to the written use of the licence brands. Unless deviations are justified in individual cases due to extraordinary circumstances, the licence notice has to be marked with the ® symbol and a footnote that explains that the licence brands are registered brands of the licenser. The licensee is obligated to neither directly nor indirectly
- use or seek to copyright in any manner the brands or domain names that contain components of licence brands, either in full or in part, or those based on the licence brands;
- use licence brands as part of a company name or a commercial name, or as part of a company name in an apparent manner;
- use licence brands in connection with non-authorised products or services.
e) Use of copyrighted material
The licensee is obligated to only use copyrighted materials in connection with the corresponding Wahl products in order to market, advertise, distribute or sell them.
The licensee is obligated to neither change nor modify the copyrighted material without the expressed written consent of the licenser.
In reference to § 13 UrhG, during the use of any copyrighted material, a company or copyright notice must be attached in a manner that allows for no doubt as regards its relevance to the respective licence material. Collective image credits are generally permissible unless they are expressly exempt in writing by the licenser.
These provisions also expressly apply to advertisements, superimpositions in TV shows or films or other media unless a special express agreement has been agreed to in writing.
The licensee is obligated to neither change nor modify the copyrighted material without the expressed written consent of the licenser.
In reference to § 13 UrhG, during the use of any copyrighted material, a company or copyright notice must be attached in a manner that allows for no doubt as regards its relevance to the respective licence material. Collective image credits are generally permissible unless they are expressly exempt in writing by the licenser.
These provisions also expressly apply to advertisements, superimpositions in TV shows or films or other media unless a special express agreement has been agreed to in writing.
f) Third-party rights
Only the rights of use with regard to copyrights and trademarks are transferred, in particular those regarding the photography-related copyrights of the respective photo or video-related copyrights of the respective film material.
What is not included is the approval or consent of depicted persons, names, brands or trademarks that the licenser does not own, decorations or artistic designs.
If persons are depicted on licence material, then basic consent forms (model releases) are available upon request, whereby the respective names of the depicted persons are obscured to protect their privacy.
The publication of illustrations of well-known personalities requires the use of their names. The user must be mindful of any potential conflicting interests of the depicted person(s) pursuant to § 23 Section 2 of the German Artistic Copyright Act (KUG).
If the existence of the validity of a release on the part of the licenser has not been confirmed in writing, then the licensee has to indemnify the licenser from any third-party claims that arise from the use of the respective licence material.
What is not included is the approval or consent of depicted persons, names, brands or trademarks that the licenser does not own, decorations or artistic designs.
If persons are depicted on licence material, then basic consent forms (model releases) are available upon request, whereby the respective names of the depicted persons are obscured to protect their privacy.
The publication of illustrations of well-known personalities requires the use of their names. The user must be mindful of any potential conflicting interests of the depicted person(s) pursuant to § 23 Section 2 of the German Artistic Copyright Act (KUG).
If the existence of the validity of a release on the part of the licenser has not been confirmed in writing, then the licensee has to indemnify the licenser from any third-party claims that arise from the use of the respective licence material.
g) Agreement on limited sub-licences
Without the written consent of the licenser, the licensee is not authorised to sub-licence their contractual rights, or allow their customers or distribution partners to use, either directly or indirectly, the licence brands or other copyrighted material on the distribution platform. The licensee may award sub-licences to companies and customers with whom they have a business relationship provided that these are listed in the category "sub-licences" www.wahl-download-center.com and that this list is kept up-to-date.
The sub-licensee must commit to abide by all provisions of this contract and comply with these terms.
If a sub-licence has been awarded, then the licensee is obligated to provide the licenser with a copy of this contract immediately after it has been concluded.
Unless the licenser has provided their written consent beforehand, the licensee, as a sub-licenser, is not permitted to assert any claims if the sub-licensee has violated any of the provisions of the sub-licence agreement. The right of the licensee as sub-licenser to take action against the sub-licensee for violating the sub-licence agreement pursuant to the law of obligations remains unaffected.
The sub-licensee must commit to abide by all provisions of this contract and comply with these terms.
If a sub-licence has been awarded, then the licensee is obligated to provide the licenser with a copy of this contract immediately after it has been concluded.
Unless the licenser has provided their written consent beforehand, the licensee, as a sub-licenser, is not permitted to assert any claims if the sub-licensee has violated any of the provisions of the sub-licence agreement. The right of the licensee as sub-licenser to take action against the sub-licensee for violating the sub-licence agreement pursuant to the law of obligations remains unaffected.
h) Secondary rights, exclusive rights
The licenser expressly retains the right to transfer secondary rights to management companies.
The right of use in the user licence is not exclusive (see above). Exclusive rights have to be inquired about when acquiring the rights of use and must be expressly granted in the user licence.
The right of use in the user licence is not exclusive (see above). Exclusive rights have to be inquired about when acquiring the rights of use and must be expressly granted in the user licence.
i) Retention of title
The entire licence material is copyrighted and trademarked. Supplied or electronically transmitted licence materials always remain the property of the licenser and/or their licensers and are solely made available for the acquisition of rights of use pursuant to copyright or trademark laws.
2. General disposal restrictions and restrictions of use
a) Press code
The licensee is obligated to abide by the journalistic principles of the German Press Council (press code). The licensee is responsible for providing the texts.
b) Distortions, changes, etc.
Distorting the licence material through copying, rephotographing, photocomposing or electronic tools is not permitted. Exceptions require a separate written agreement.
Other uses and falsifications/changes of images and words, as well as uses that could lead to the vilification of the depicted persons or that could lead to pornographic, defamatory, libellous or otherwise illegal or immoral associations, are not permitted and subject the licensee to liability claims. In addition, the licensee has to indemnify the licenser from any claims of the injured persons and/or other third parties.
The licenser assumes no liability for any violations of the personal rights of the depicted persons or the copyrights of the authors of the licence material through a use of images or texts that violates this agreement or is done in a distorting manner. If these rights have been violated, the licensee is solely liable to any third parties and obligated to indemnify the licenser from any such claims.
The properties or elements of a file may not be changed, manipulated, disguised or removed. The licensee has to ensure that each licence material is used as intended pursuant to these terms and conditions.
Other uses and falsifications/changes of images and words, as well as uses that could lead to the vilification of the depicted persons or that could lead to pornographic, defamatory, libellous or otherwise illegal or immoral associations, are not permitted and subject the licensee to liability claims. In addition, the licensee has to indemnify the licenser from any claims of the injured persons and/or other third parties.
The licenser assumes no liability for any violations of the personal rights of the depicted persons or the copyrights of the authors of the licence material through a use of images or texts that violates this agreement or is done in a distorting manner. If these rights have been violated, the licensee is solely liable to any third parties and obligated to indemnify the licenser from any such claims.
The properties or elements of a file may not be changed, manipulated, disguised or removed. The licensee has to ensure that each licence material is used as intended pursuant to these terms and conditions.
c) Unauthorised copies or dissemination
The dissemination of licence material or the dissemination of reprint rights to third parties is not permitted. Copies, reproductions and enlargements for archiving purposes of the ordering party or the dissemination of them to third parties are also not permitted. Sub-licences pursuant to II. 1. g) is exempt.
III. Guarantee: Liability
1. Guarantee
For 30 days from delivery, the licenser guarantees that the supplied or electronically transmitted licence material is free from material faults or processing errors.
2. Rectification
In the case of justified complaints, the licensee has the right of rectification. The licensee can only withdraw from the contract if the rectification has failed.
3. Inspection obligation
The licensee is obligated to inspect the supplied or electronically transmitted licence material immediately upon receipt and prior to any potential use.
The licensee must notify the licenser of justified complaints within one week of the receipt of the licence material and, upon request of the licenser, in writing within another week. If there is no notification, the licenser is not liable for any existing or future damages.
The licensee must notify the licenser of justified complaints within one week of the receipt of the licence material and, upon request of the licenser, in writing within another week. If there is no notification, the licenser is not liable for any existing or future damages.
4. Guarantee limitation
The licenser assumes no other guarantee, neither expressly nor through conclusive actions, and rules out any other guarantee for the commercial use, quality or suitability of the licence material for certain purposes or the compatibility with computers or other technical equipment. Apart from that, the licenser is only liable for damages caused by wilful intent or gross negligence. In the case of merchants, the liability involving gross negligence is also excluded.
5. Limitation of liability in case of exclusive licencing
If, for reasons for which the licenser was responsible, licence material for which an exclusive user licence was granted was made available for another purpose that conflicts with an exclusive use, then the liability of the licenser is limited to the amount of the user fee that is commonly charged for the use of the corresponding licence material. This amount can be verified by courts of law.
6. Links
The website contains links to other websites. The licenser has no influence over these contents and functions. The licenser expressly excludes any liability for the contents and functions of such websites or for any potential losses that may be incurred by using such websites. If the licensee uses such websites, then they waive any claims against the licenser.
7. General release from liability; liability of the licensee
The licensee is obligated to hold the licenser harmless against all demands, claims, costs and expenses, including attorney's and court fees, that arise from violations of the provisions of this contract on the part of the licensee, a use that runs counter to this agreement, or changes to images or brands, or a combination of brands with other materials that runs counter to this agreement.
In cases of unauthorised uses, distortions or dissemination of the supplied or electronically transmitted licence material, the unauthorised granting of rights to third parties as well as the unauthorised production of copies, reproductions and/or enlargements for archiving purposes by the licensee, as well as the dissemination of them to third parties, the licensee is obligated, regardless of the assertion of additional claims by the licenser, to pay blanket damages that amount to five times of the regular user fee. The licenser will provide the regular user fee and the amount can be verified by a court of law. The licensee may provide proof of a reduced damage.
If no credit is provided in accordance with the provisions of these terms and conditions (individual or collective note), then the licenser may claim damages amounting to an additional payment of 100% of the respective user fee. The licensee has to indemnify the licenser from any third-party claims resulting from the failure to provide adequate copyright notices.
The payment of damages does not grant the licensee property rights or any other other rights to the licence material of the licenser.
In cases of unauthorised uses, distortions or dissemination of the supplied or electronically transmitted licence material, the unauthorised granting of rights to third parties as well as the unauthorised production of copies, reproductions and/or enlargements for archiving purposes by the licensee, as well as the dissemination of them to third parties, the licensee is obligated, regardless of the assertion of additional claims by the licenser, to pay blanket damages that amount to five times of the regular user fee. The licenser will provide the regular user fee and the amount can be verified by a court of law. The licensee may provide proof of a reduced damage.
If no credit is provided in accordance with the provisions of these terms and conditions (individual or collective note), then the licenser may claim damages amounting to an additional payment of 100% of the respective user fee. The licensee has to indemnify the licenser from any third-party claims resulting from the failure to provide adequate copyright notices.
The payment of damages does not grant the licensee property rights or any other other rights to the licence material of the licenser.
8. Transfer of rights to third parties
The rights arising from this contract also apply to any potential legal successors of the contracting parties. The contracting parties are obligated to also impose the obligations arising from this contract on their respective legal successors and the companies they are associated with pursuant to the German Stock Corporation Act.
IV. Miscellaneous
1. No-challenge clause
The licensee is obligated to not derive any rights against the licenser from the use of the licence material that challenge the licence brands or that encourage or support third-party challenges or to permit new registrations of the licence brands.
2. Termination of the contract
a) Extraordinary termination
Granted licences can be terminated by the licenser without notice if the licensee violates these provisions or applies for the initiation of insolvency proceedings and does not rectify the violation within fifteen (15) working days following the receipt of a notification informing them of the violation.
In the case of a termination without notice, the licensee has to immediately cease the use of the licence material, return any original materials as well as any copies to the licenser and delete or destroy all electronic copies.
In the case of a termination without notice, the licensee has to immediately cease the use of the licence material, return any original materials as well as any copies to the licenser and delete or destroy all electronic copies.
b) Ordinary termination
The contract ends with the written termination by one or both parties.
Each contracting party can terminate the contract in writing within a notice period of at least thirty (30) calendar days. The text form is sufficient.
The licensee is obligated to immediately cease the use of the licence brands or any copyrighted material when the contract ends or the termination of the contract takes effect.
Each contracting party can terminate the contract in writing within a notice period of at least thirty (30) calendar days. The text form is sufficient.
The licensee is obligated to immediately cease the use of the licence brands or any copyrighted material when the contract ends or the termination of the contract takes effect.
3. Applicable law
The contract is subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
4. Court of jurisdiction; place of performance
If legally permissible, the exclusive court of jurisdiction and place of performance is Munich. This notwithstanding, the licenser may also initiate all necessary legal steps or processes in a foreign court with jurisdiction if the licenser deems this to be required or desirable.
5. Invalid clauses
If one or more of the preceding provisions should be or become invalid, then the validity of all other provisions shall remain unaffected. A provision deemed to be invalid shall be replaced in good faith by a permissible and valid provision whose commercial success corresponds as closely as possible to the intentions of the invalid clause or most reflects the will of the parties.