Rules
Dutch Lady
Of f icial rules f or participating in the "Dutch Lady Growing Up Milk" contest
1. Organizat ion of t he cont est
EYEKA, a limit ed liabilit y company regist ered under French law, wit h share capit al of €407.130, regist ered under number 488 120 916 RCS Paris, having it s
headquart ers at 79 rue la Boët ie, 75008 Paris, France is organizing a cont ribut ive call f or ent ries, hereaf t er ref erred t o as t he "Cont est " on behalf of f or
t he benef it of Dut ch Lady Milk Indust ries Berhad (Company No. 5063-V), a public company regist ered under t he laws of Malaysia and having it s
regist ered address at Level 5, Quill 9, No. 112, Jalan Semangat , 46200 Pet aling Jaya, Selangor, Malaysia. Dut ch Lady Milk Indust ries Berhad ishereaf t er
ref erred t o as "t he Company".
Eyeka will conduct (including managing, moderat ing, supervising and administ ering) t he Cont est as described in t hese Rules.
Condit ions of access and part icipat ion in t he Cont est are def ined in t hese rules ("Rules").
1. Part icipat ion in t he Cont est
2.1
T he Cont est consist s of making works whose charact erist ics are det ailed hereaf t er (hereaf t er designat ed as "Submissions") complying wit h t he
guidelines def ined in art icle 3 of t hese Rules and uploading t hese Submissions ont o t he Eyeka Websit e (www.eyeka.com).
Accept ed Submissions in t he Cont est are:
st ill pict ures, phot ographs, illust rat ions or designs (hereaf t er ref erred t o as t he "Phot os");
writ ings (hereaf t er ref erred t o as t he "Writ ings").
At t he end of t he Cont est , some of t hese Submissions will be select ed as f inal winners.
T he number of Submissions submit t ed by each part icipant t o t he Cont est is not limit ed.
2.2
Part icipat ing t ime in t he Cont est is set f ort h as f ollows:
Uploading t ime on t he Eyeka Websit e is f rom 21 November 2013 at 11.00 UT C t hrough 12 December 2013 at 23.59 UT C (“Uploading Period”).
Accept ed Submissions are eligible f or t he Jury's Priz e under t he condit ions set f ort h hereaf t er.
2.3
Minors' participation
Minors wishing t o part icipat e must present a signed waiver f rom a parent /legal guardian who will acknowledge t hat t hey have read t he t erms and
condit ions of t hese Rules including t he schedules heret o. Eyeka will require t he part icipant t o provide such aut horizat ion, at any t ime prior t o supplying
t he winner(s) wit h t he prize. T his waiver must be labeled as such and must cont ain a copy of bot h sides, f ront and back, of t he nat ional ident it y card or
passport of t he minor and his/her legal represent at ive:
"I undersigned Mr/Mrs. xxx, parent) or guardian) of (child's name), hereby represent that I have read and accepted the rules of “Dutch lady Growing Up Milk”
Contest displayed on the Eyeka Website and that I authorize (child's name) to participate in this Contest.
Place and date of signature.
Signature"
Eyeka reserves t he right t o carry out any and all verif icat ions and background checks regarding ident it y and/or parent al aut horit y bef ore allowing such
minor t o part icipat e or receive any prize. Eyeka also reserves t he right t o disqualif y any part icipant f or not present ing t he signed waiver ment ioned
above, or in t he event of f raud, inaccuracy or incomplet e response.
Furt hermore, should a winner of t he Select ion of t he Jury def ined hereaf t er in art icle 4.1 be a minor, t he minor and his parent or guardian will be required
t o sign t he assignment agreement ment ioned hereaf t er in art icle 6.1 in order f or t he lat t er t o be provided wit h t he prize.
2.4
Participation in the Contest is subject to having first created a user account on the
Eyeka Website. In addition to the details required to create a user account (user name, email
address, last name and first name) participants must fill in their personal account with all
information enabling Eyeka to promptly notify the winners (phone number and postal
address). In submitting their personal details, the participants consent to the provision of the
same to the Company and Eyeka in accordance with Clause 14 of these terms and conditions.
T he Eyeka Websit e is t he only way of submit t ing Submissions t o t he Cont est . Submissions t ransmit t ed by any ot her mean shall be void.
Prize f unds will be paid out t o winners t hrough Paypal. T hus, part icipant s must have a valid Paypal account t o part icipat e in t he Cont est .
T he part icipant s expressly agree t hat in t he event t hat t hey t erminat e t heir use of t he Eyeka Websit e (i.e. by closing t heir user account ) t he cont ract s
concluded when part icipat ing in t he Cont est and when accept ing t he Rules will cont inue t o be in f orce and will not be called int o quest ion.
2.5
The employees of the Company and Eyeka, as well as their relatives
(parents/grandparents, descendants, spouses) cannot participate in the Contest.
2.6
The participants are aware that the purpose of the Contest is to enable the
Company to analyze the ideas, themes and/or concepts embodied in the Submissions in order
to develop products and services in the conditions defined in article 6 and 7 hereafter. The
participants acknowledge that the Company needs the Submissions to remain confidential in
order to internally evaluate these Submissions in the best conditions.
To t hat end, apart f rom uploading t he Submissions on t he Eyeka Websit e in order t o be viewed by t he Company, Eyeka or any person designat ed by t he
lat t er, each part icipant must keep his/her Submissions as conf ident ial. T hus part icipant s heret o shall undert ake not t o divulge or communicat e, t o
whomsoever, eit her direct ly or indirect ly, any or all of t he Submissions. Part icipant s may only disclose t he Submissions t o t he people who are direct ly
involved in t he making of t he Submissions and who have a need t o view t he Submission in order t o carry out t he part icipat ion in t he Cont est by t he
part icipant .
For Submissions t hat are select ed as Select ion of t he Jury prize winners, t his conf ident ialit y obligat ion is ongoing and any disclosure of t he applicable
Submission will be subject t o t he t erms of t he assignment agreement ent ered int o in accordance wit h art icle 6.1 below.
For all ot her Submissions, t his conf ident ialit y obligat ion shall survive f or a period of one (1) year f rom t he end of t he Cont est .
T he Company shall be ent it led t o t erminat e t his obligat ion of conf ident ialit y at any t ime and wit hout just if icat ion by disclosing t he Submissions by any
means what soever.
2.7
Before participation in the Contest:
Part icipant s must read t hese Rules caref ully and accept t hese Rules in t heir ent iret y.
Part icipant s undert ake t o abide by t he provisions of t hese Rules and acknowledge t hat in case of breach of t he Rules, t heir part icipat ion in t he
Cont est and/or t he prize grant ing shall be deemed as void.
2.8
Submissions that do not comply with the criteria defined in these Rules shall be
deemed as void.
1. Submission guidelines
Wit hout prejudice t o t he f ormat s of Submissions def ined in art icle 2.1 above, Submission guidelines as prescribed are def ined hereaf t er:
3.1
Submissions must comply with the guidelines stated in the brief available on the
Eyeka Website:
« CONT EXT
Growing-up milk provides babies with all the nutrition they need, for growing-up. It has a lot of vitamins and essential elements that strengthen their immune
system and get them to develop physically and mentally. But what about kids that are 4 to 6 years old? They are active and well equipped to explore and interact
with the world. Growing-up milk is no longer their favorite food choice as they think it is for babies.
At that age, mums will still decide what to feed them, often starting a more varied diet including milk, baby food and solid food. Yet kids that age often want to
choose what they eat. How do we make growing-up milk more appealing to these older children?
BRIEF
Design an appealing poster and imagine promotional ideas to make growing-up milk so appealing to the big boys and girls that when they
see it in a shop, they will ask their mother f or it!
Consider t wo t hings:
1. How t o make growing-up milk appealing t o older children: You are f ree t o use an appealing claim t hat make kids' eyes open wide, creat e a packaging
t hat capt ure big boys/girls’ at t ent ion, invent a name or of f er promot ional it ems t hat comes wit h t he product , or can be given away at t he st ore while
purchasing. You can also t hink of ot her ways t o promot e growing-up milk t o older children and advert ise t hat in your post er.
2. How t o communicat e t hat in a post er t hat will at t ract t hem: T he pict ures, words, colors you use will of course need t o be caref ully chosen as you need
t o at t ract t hese children’ at t ent ion and make t hem want t o drink growing-up milk. T hink about what will appeal t o t hem.
Please include more visual explanat ion out of t he post er t o explain your promot ional idea(s). T here are so many ways t o reinvent growing-up milk as long
as you can make it appealing and int erest ing t o t hose older kids who are exploring t he world, would like t o int eract and have f un.
T IPS:
The examples are only provided to illustrate our expectations. Please do not use them in your submission or it will be rejected.
You can st art by doing a bit of research online about what t he normal growing-up milk is like and t hinking about why t hey are not liked by t he big
boys/girls current ly. And you can t ry t o remember when you were a boy/girl of 4, 5 or 6 years old. What would int erest you and what kind of product would
capt ure your at t ent ion?
E.g. your post er could f eat ure an innovat ive and cool shaker bot t le t hat allows kids t o mix and mat ch t heir milk wit h a select ion of ot her ingredient s t hey
like (chocolat e, f ruit jam; et c.) anyt ime, anywhere. It will say “who will you grow up wit h?” t o show t hat you can add what ever combinat ions of f ruit s and
ingredient s yourself t o t he exist ing milk, t hanks t o t his f un bot t le t hat you can shake. Or anot her idea could be invent ing a gaming kit t hat goes wit h t he
product f or kids t o play and learn about vit amins, f ruit and veggies... Every t ime mum buys a can of growing-up milk, t here is a card t o collect f or t he
child.
Winning Criteria:
We are expect ing innovat ive and int erest ing ideas t o reinvent growing-up milk, wit h a wow ef f ect t o make it appealing and enjoyable t o kids aged 4 t o 6
years old so t hat t hey will ask t heir mot hers f or it . Your post er and promot ional ideas will help us underst and what t o of f er, and how t o communicat e t hat
ef f ect ively.
Your ent ry will pot ent ially be adopt ed by world-leading baby nut rit ion brand Dut ch Lady t o develop a new growing-up milk f or kids.
GUIDELINES
Specif ic guidelines f or t his Cont est
In your ent ry, show us t he post er and t ell us about your promot ional idea(s).
You cannot change t he f ormula and t he ingredient of t he product but you can t hink about ways t o improve it by adding t o it : e.g. new f lavors (like
banana, apple, st rawberry, et c...) or by changing t he packaging, t he name and it is sold...
Your ideas should appeal t o children over 4 years old so don’t include baby romper, f eeding bot t les, pacif ier…
You have t o f eat ure t he logo of Dut ch Lady brand in your creat ion.
Please give explanat ions about your creat ion using t he media descript ion.
Your ent ry must be in English.
eYeka st andard guidelines
Your media has t o be your own creat ion t o be considered int o t he cont est .
You must have obt ained writ t en permission f rom each of t he aut hors who have cont ribut ed t o t he media.
If you have used element s (music, phot ographs, designs, et c.) t hat are not yours, please st at e in your media descript ion whet her or not t he music
and/or image(s) you used is/are your own creat ion and provide links t o t he license grant ing you t he right s of using it .
eYeka will ask you t o provide writ t en proof s or a copy of all writ t en document s conf irming such aut horizat ions enabling eYeka and it s client s t o use
t he media pursuant t o t he t erms of t he Rules of t he cont est .
Media t hat does not comply wit h t hese rules will not be considered f or t he cont est .
Keep a high-qualit y version of your creat ion t o be used if you are select ed as a winner.
Do not show any personal det ails in t he ent ry (name, cont act number, e-mail address et c.)
FORMAT
Present at ions wit h pict ures or illust rat ions and t ext . »*
*Excerpt f rom t he brief available on t he page of t he Cont est on t he Eyeka Websit e.
3.2
Technical guidelines
Phot ographs:
Accept ed f ormat s are: *.jpeg;*.jpg;*.gif ;*.png;*.t if ;*.t if f ;*.bmp,
Minimum size is 1024x768.
Writ ings:
Accept ed f ormat s are: *.doc;*.rt f ;*.xls;*.pps;*.ppt ;*.ppt x;*.odp;*.ods;*.xlsx;*.odt ;*.odg.
3.3
Participants undertake not to upload Submission, of any kind or any nature:
which is an inf ringement of an int ellect ual propert y right , an unf air compet it ion/passing of f ;
which const it ut es just if icat ion of crimes against humanit y or war crimes, Nazism, just if icat ion of ot her crimes, of f ences or f ines, a denial of t he
exist ence of crimes against humanit y or known act s of genocide; a violat ion of human dignit y;
which encourages t o commit f ines, of f ences or crimes of any kind what soever including t errorist act s;
which is violent or pornographic, pedophilic or likely t o violat e a minor's right ;
which is a breach of public order or decency;
which is def amat ory, libelous, or insult ing of or t o any individual or legal ent it y;
which is racist , xenophobic, a denial or likely t o damage anyone's reput at ion, which provokes discriminat ion, hat red or violence vis-à-vis an
individual or group of individuals on account of t heir origin, sex, f amily sit uat ion, physical appearance, f amily name, healt h, disabilit y, genet ic
charact erist ics, morals, act ual or assumed sexual t endencies, age, polit ical opinions, union act ivit ies, act ual or assumed adherence t o an et hnic group,
nat ion, race or religion;
which is an invasion of privacy or which breaches privacy or any right of publicit y;
which cont ains any virus, worm, Trojan horse or any comput er f ile or program t hat is liable t o int errupt , t ot ally or part ially dest roy or rest rict t he
f unct ions of any comput er or IT net work t hat has any (dist ant or close) relat ion wit h Eyeka's or t he Company’s act ivit ies;
which t hreat ens a person or people ;
which breaches conf ident ialit y of privat e correspondence;
which allows a t hird part y t o acquire, direct ly or indirect ly, pirat ed sof t ware, sof t ware t hat allows act s of piracy and int rusion int o comput er
syst ems and t elecommunicat ions, viruses and ot her logic bombs and generally any sof t ware or ot her t ool which allows t o inf ringe t he right s of ot hers
and t o endanger t he saf et y of persons and propert y; ; and/or
which ot herwise breaches or is cont rary t o applicable laws and regulat ions,
(hereaf t er ref erred t o as "Prohibit ed Cont ent ").
Part icipant s must abide by all t he t erms and provisions regarding t he Submissions and t he Cont est available on Eyeka's Websit e.
When t ransmit t ing source element s (music, t ext , images) int egrat ed int o t he Submissions, t he part icipant s must specif y t he source of t hese element s in
t he descript ion f or t heir Submissions. Submissions must only be illust rat ed wit h element s f ree of any t hird part y right s f or which t he use is compat ible
wit h t he condit ions, including t erms of use, described in t hese Rules.
Eyeka reserves t he right t o disqualif y and/or delet e any Submission f ound t o inf ringe t hese Rules.
3.3 (a) Dut ch Lady Milk Indust ries Berhad reserves t he right t o edit or disqualif y any cont ent f or any reason, including but not limit ed t o, cont aining image
and/or anyt hing relat ed t o inf ant and/or designat ed product s in violat ion t o t he Code of Et hics f or t he Market ing of Inf ant Foods and Relat ed product s
(f rom M’sia MoH).
Inf ant ref ers t o any person up t o t welve (12) mont hs of age. Designat ed product s here ref er t o:
inf ant f ormula (f or inf ant s 0-12 mont hs) including ready-t o-f eed f ormula;
f ollow-up f ormula (f or inf ant s 6 mont hs t o 3 years) including ready-t o-f eed f ormula;
any ot her product s represent ed or market ed f or f eeding inf ant s up t o t he age of 6 mont hs;
f eeding bot t le;
t eat and pacif ier.
Cont ain any manners of promot ing direct ly or indirect ly on designat ed product s.
3.4
In the event that intellectual property protected elements, including, trademarks,
logos, tradenames, slogans, ("Trademarks") are made available by the Company and/or Eyeka to
participants in order to participate in the Contest, the participants are granted a royalty-free,
non-exclusive license to use such intellectual property for the sole purpose of creating
Submissions for the Contest for the duration and the territory of the Contest. The participants
each shall not use or display any Trademarks in a manner, which is disparaging or detrimental
to Eyeka's or the Company's interest. The participants acknowledge that the Trademarks shall
be used strictly in the manner that they are provided and no modification is permitted except
for reasonable trimming and cropping them to fit the Submissions. The participants
acknowledge and agree that the right to use the Trademarks shall be limited to the creation of
the Submissions for the purpose of participating in the Contest on the Eyeka Website. Unless
expressly provided, nothing herein shall be deemed to confer on any participant any right to
use any Trademarks in any other form, manner or for any other purposes including
reproduction or communication of such Submissions.
3.5
Participants must retain a quality copy of the submitted Submissions, such as H.D.
or not compressed, in order to enable the use of the Submissions pursuant to the conditions
of use defined in these Rules.
3.6
The Company and / or Eyeka may request that the author of a Submission
designated as winner makes modifications to the Submission should it become necessary for
any use of the Submission provided under these Rules. However, only modifications to the
Submission considered non-material and in line with participant’s moral rights under
copyright may be requested. The Company and / or Eyeka reserve(s) the right to refrain from
designating a winner, prize and/or making a payment until the requested modifications have
been made. In the case of refusal by the Submission author, another winner may be
designated.
1. Select ion of t he winners
4.1
Number of eligible Submissions
Jury's Priz e:
T hree (3) winning ent ries will be select ed by a panel of employees of t he Company and/or eyeka (hereaf t er ref erred t o as t he "Jury") wit h t he t echnical
and art ist ic skills t o select t he winners in accordance t o t he guidelines def ined in t hese Rules.
T he Jury’s decisions are f inal and t here is no appeal.
Submissions designat ed as winners of t he First Prize t o T hird Prize of t he Jury's Prizes are designat ed hereinaf t er as “Select ion of t he Jury“. T he
winners whose Submissions are select ed as Select ion of t he Jury undert ake t o assign t heir right s in t hese Submissions t o t he Company under t he
condit ions set f ort h in art icle 6.1.
4.2
-
Winning Submissions will be selected by the Jury pursuant to the following criteria:
Qualit y of execut ion
Narrat ion
Relevance t o t he brief
Originalit y.
4.3
The Contest is a talent and skill based contest. Chance plays no part in
determining the winners.
4.4
One winner may be selected as winner of several prizes and be awarded the
cumulative amounts of several prizes.
4.5
Winners will be notified by Eyeka acting on behalf of the Company and on its name
no later than six (6) weeks after the end of Uploading Period by email, to the email address
provided during registration on the Eyeka Website. The list of winners will be posted on
Eyeka's blog available at: http://blogfr.eyeka.com.
Should a winner not reply t o t he af orement ioned email wit hin seven (7) days at t he lat est , t he Company shall be ent it led t o appoint anot her winner and
t o grant t he prize t o t his ot her winner or t o declare t he prize vacant .
4.6
Eyeka shall be entitled to extend the Uploading Period or declare the Contest as
void if fewer than twenty (20) Submissions respecting the criteria described in these Rules
have been submitted at the end of the Uploading Period. The requirement for at least twenty
(20) Submissions is justified by the need for the judges to have enough works to select
winner(s) on a fair basis.
1. Prizes
5.1
Prizes awarded to Selection of the Jury
5.1.1 Assignment of int ellect ual propert y right s
In considerat ion f or assigning t he int ellect ual propert y right s under art icle 6.1 of t he Rules, and subject t o art icle 6.4 of t he Rules, t he winners designat ed
as Select ion of t he Jury will receive t he f ollowing prizes:
First Prize:
A global, one t ime and def init ive lump sum of a net amount equal t o € 3,000.
Second Prize:
A global, one t ime and def init ive lump sum of a net amount equal t o € 1,500.
T hird Prize:
A global, one t ime and def init ive lump sum of a net amount equal t o € 500.
5.1.2
T he part icipant s acknowledge t hat t he af orement ioned amount s are t he t ot al amount s payable f or t he assignment of t he int ellect ual propert y right s
under art icle 6.1 and as prizes as awarded t o Cont est winners based on t he crit eria under art icles 3 and 4.
T he winners are responsible f or t he declarat ion of t hese payment s t o t heir t ax aut horit ies and f or t he payment of all t axes which may be due as a result
of receiving t hese prizes.
T he indicat ed amount s are net of any cont ribut ions due pursuant t o any mandat ory wit hholding of t ax or any social securit y charge at applicable rat es in
t he relevant jurisdict ion, where and t o t he ext ent applicable.
T he af orement ioned amount s will be paid out by Eyeka act ing on behalf of t he Company and in it s name, t o t he Paypal account of t he winners and via
t he Eyeka account used t o upload t he Submissions no lat er t han eight (8) weeks af t er t he end of Uploading Period and under t he condit ion, f or Select ion
of t he Jury winners, t hat t he assignment agreement ment ioned in art icle 6.1 has been ret urned t o Eyeka init ialed and signed by t he aut hor in accordance
wit h art icle 6.4. T he winners are responsible f or t he payment of all f ees, t axes and ot her expenses relat ed t o t he prizes.
1. Use of t he Submissions select ed as Select ion of t he jury
2. Use of all accept ed Submissions
3. Declarat ion
6.1
By participating in the Contest, participants authorize Eyeka and the Company to
use his or her Submission(s) under the conditions set forth in article 7 hereafter. Moreover,
winners whose Submissions are selected as Selection of the Jury undertake to assign to the
Company the intellectual property rights in these Submissions in order to enable their use by
the Company. To that end, an assignment agreement will be sent by email to the winners of
Selection of the Jury no later than six (6) weeks after the end of Uploading Period and will be
signed between each one of these winners and Eyeka acting in the name and on behalf of the
Company. Upon execution by both parties, this assignment agreement shall replace the
authorization of use stipulated in article 7 hereafter. The rights granted by the winners of the
Selection of the Jury will be assigned for the legal duration of protection of the assigned
rights as established in the assignment agreement. Each of the winners of Selection of the
Jury undertakes at the request of Eyeka or the Company to do all acts and execute all
documents, in addition to the foregoing assignment agreement itself, which may be necessary
to confer and/or confirm the title and ownership by the Company in and to the intellectual
property rights in the respective Selection of the Jury Submissions.
6.2
Those participants designated as Selection of the Jury authorize the Company to
produce and market objects, works, products and services premised upon the ideas, themes
and/or concepts developed in those Submissions that were elected winners or which arise
there from even if these ideas, themes and/or concepts were the subject of an investment or
result from the maker’s specific know-how. The participants hereby grant the Company the
rights mentioned above pursuant to the assignment agreement which sets forth, among other
things, the rights mentioned above in its general terms and conditions.
6.3
A template of the assignment agreement is attached to these Rules.
6.4
The provision of the lump sum under article 5.1.1 is subject to (a) the winner of
Selection of the Jury first providing Eyeka with duly initialed and signed copies (original
copies or readable copies by any kinds whatsoever) of the assignment agreement and (b) the
winner first returning to Eyeka the Submission master in the format and fixing medium as
indicated by Eyeka.
6.5
If a winner fails to return the initialed and signed assignment agreement and the
above mentioned master within seven (7) days following receipt of the notification of selection
sent by Eyeka by email or is found not to be eligible or not in compliance with the warranties
or conditions contained in these Rules (including their appendix), this may result in
disqualification and an alternate winner may be selected at the Company's own discretion.
6.6
Should the Company decide to relinquish its rights on the Submissions and not to
acquire the intellectual property rights in these Submissions, the winners of the Selection of
the Jury will retain the entirety of the intellectual property rights arising out of the
Submissions and be awarded prizes whose net amounts equal those defined in article 5.1.1 as
prizes awarded to Contest winners based on the criteria under articles 3 and 4.
6.7
This article 6 shall survive expiration or termination of these Rules for any reason
for the duration of protection of rights stipulated above in article 6.1.
7.1
Solely by their participation in the Contest, participants expressly authorize the
Company, without further consideration, to reproduce, represent, broadcast, print, publish,
communicate and transmit the Submissions, in whole or in part, to edit and modify them as
reasonably required and to make them available to the public, the right to make or to cause the
making of originals and copies of the Submission, for the following uses: (i) broadcasting on
internet networks including on the Company’s websites and through the Company’s pages on
social media websites (which do not include interstitials and banner advertisements); as well
as for external communications, public relations, and corporate communications, hereafter
referred to as “Communication Use”. Communication Use must be for communication
purposes only and is limited to the presentation and/or promotion of the Contest ; (ii) use
(internal use and communication to third parties) of the Submissions for market research
activities, research and development of products and services offered or contemplated by the
Company which include, but are not limited to, the analysis of the Submissions, the analysis
of ideas and concepts embodied in the Submissions, the generation of insights, establishing
and/or using consumer panels to assess reactions to the Submissions and to ideas and
concepts embodied in the Submissions, with no number limitation, the right to print on
documentation used internally and externally for the analysis of the Submissions, hereafter
referred to as “Analysis Use”.
This authorization includes the right to associate the Submissions with the Company's
activities, products and services. This authorization takes effect upon acceptance of these
Rules by participants and is granted on a non-exclusive and worldwide basis and will last for
one (1) year from the end of the Contest for Communication Use and for the legal duration of
protection of the intellectual property rights upon the Submissions for Analysis Use.
7.2
Moreover, participants authorize the Company to produce and market objects,
products and services premised upon the ideas, themes and/or concepts developed in those
Submissions or which arise there from even if these ideas, themes and/or concepts were the
subject of an investment or result from the maker’s specific know-how. To that end,
participants authorize and agree not to oppose any re-use of the ideas, themes or concepts
contained in their Submissions by the Company, its partners and clients, for research and
development purposes in order to elaborate, manufacture, distribute, market and sell any
objects, products or services and, more generally, for any use whatsoever in the general
course of business. This authorization is granted for no valuable consideration and with no
time nor territorial limitation.
7.3
Participants authorize Eyeka to use the Submissions in the conditions set forth in
Eyeka Website’s Site Usage Agreement to which participants agree when creating a personal
account on the Eyeka Website and when uploading a Submission on the Eyeka Website.
7.4
Subject to the rights granted in articles 7.1, 7.2 and 7.3, the participants retain the
entirety of the intellectual property rights arising out of the Submissions. As such, the
Company shall obtain express authorization from the participants in the event that it wishes
to utilize the Submissions for any purpose not described at article 7. The Company shall
contact such participants in order to execute licensing agreements or assignment agreements
concerning the intellectual property rights in the event that it wishes to exploit the
Submissions, for example, in order to exploit certain components comprising the form of the
Submission, which due to their composition or originality, may be protected by an intellectual
property right such as (assuming that in each particular case, the criteria to be protected by
intellectual property rights has been fulfilled) logos, characters, texts, designs, plans,
drawings, images, photographs, shapes, format, materialization, or visual organization of the
Submissions. The participant agrees, if it becomes necessary, to negotiate, in good faith, the
terms and conditions of the assignment or licensing of the above-mentioned intellectual
property rights for the benefit of the Company if the Company notifies the participant of its
interest in such an assignment or license.
7.5
The Company shall have no obligation to use the Submissions in spite of the
provisions of articles 6 or 7.
7.6
The terms of this article 7 apply subject to and without prejudice to those of the
preceding article 6.
7.7
This article 7 shall survive expiration or termination of these Rules for any reason
for the duration set forth above in article 7 subject to and without prejudice to the signature
of any assignment or license agreement as per the terms of article 7.4 above.
Part icipant s acknowledge and agree t hat (1) t he Company has const ant access t o several sources of works, concept s, ideas, innovat ion and more
generally creat ive mat erials of any kind what soever, t hat are developed eit her int ernally by it s own employees or ext ernally by ot her sources prior t o t he
Cont est and af t erwards; (2) if t heir Submission includes an idea or suggest ion, t he Company, it s af f iliat es or a company or a t hird part y act ing on
it s/t heir behalf may have previously worked on, may be working on or may in t he f ut ure work on t he same or a similar idea (a ‘Similar Idea’); (3) f or
reasons of conf ident ialit y, t he Company shall be under no obligat ion t o give t he part icipant any inf ormat ion relat ing t o any Similar Idea; (4) t hat t he
Company shall not be liable f or any claims, cost s, expenses, losses, damages or demands what soever suf f ered or incurred by t he part icipant relat ing t o
t heir Submission or any Similar Idea; (5) t he Company may cont inue t o develop and init iat e t he development of any Similar Idea or suggest ion
independent ly of , and wit hout acknowledging, t he part icipant ’s idea or suggest ion.
1. Warrant ies AND INDEMNIT IES
T he f ollowing warrant ies and indemnit ies shall be applicable wit hout prejudice t o t hose warrant ies enumerat ed in at art icle 3.3 above regarding
Prohibit ed Cont ent :
All part icipant s shall indemnif y and hold Eyeka and t he Company harmless against any dist urbance, act ion, claim, demand, opposit ion, liabilit y, loss,
damage, cost or expense incurred or suf f ered by Eyeka and/or t he Company in relat ion t o: (1) any breach of t hese Rules by t he part icipant ; (2) any
t hreat , claim, act ion, demand or proceeding by a t hird part y t hat t he part icipant ’s Submission (or use of t he part icipant ’s Submission by Eyeka or t he
Company in accordance wit h t he Rules) inf ringes, or may inf ringe, t he right s, including int ellect ual propert y right s, of a t hird part y; or (3) t heir part icipat ion
in t he Cont est and receipt of any prizes.
Part icipant s who assign t o t he Company t he right s in t heir Submission pursuant t o t hese Rules and appended assignment agreement warrant t hat
t he Company shall quiet ly enjoy and exercise all of t he right s at t ached t o t heir Submissions.
Part icipant s represent and warrant t hat t heir Submission, including all of it s element s (music, phot ographs, t rademarks, et c.), is original and will not
inf ringe any t hird part y’s right s (including int ellect ual propert y right s).
All part icipant s warrant t hat t hey have obt ained writ t en permission f rom each of t he aut hors who have cont ribut ed t o t heir Submission, all of t he
people included or represent ed in t he Submissions, all art ist s having perf ormed an art ist ic, musical or dramat ic perf ormance reproduced in t heir
Submission, and any person having supplied/creat ed any ot her cont ent present in t he Submissions, in order t o use t hat person’s cont ent or cont ribut ion
in t he Submission f or t he purpose of t he Cont est and in accordance wit h t hese Rules (including t he appendix) and allowing t he Company and Eyeka t o
use and exploit t he Submissions as envisaged under t hese Rules wit hout t he Company or Eyeka having t o pay such people any monies/f ees/royalt ies.
T he part icipant s irrevocably undert ake t o provide t he Company and Eyeka at any t ime, at t heir request , wit h writ t en proof or a copy of all writ t en
document s conf irming such aut horizat ions.
In addit ion, all part icipant s must ensure t hat each person involved in creat ing any part of t heir Submission: (1) t o t he ext ent permit t ed by applicable
law, uncondit ionally and irrevocably waives any and all moral right s t hey have in each copyright work or such ot her subject mat t er comprised in t he
Submission; and (2) consent s t o t he Company and Eyeka doing or f ailing t o do any act in relat ion t o t heir Submission t hat may ot herwise inf ringe t heir
moral right s in t he Submission. Such act s include doing all act s and omissions comprised in t he copyright in t he Submission, alt ering or delet ing f rom t he
Submission, using t he Submission in any way (including any use of t he Submission which does not ident if y t he part icipant or any cont ribut ors as t he
aut hor(s) of t he Submission), and using t he Submission in any way t hat may f alsely at t ribut e aut horship of t he Submission t o t he Company and/or Eyeka.
All part icipant s warrant t hat t hey are t he sole propriet or of t he int ellect ual propert y right s in t heir Submission. In t he event t he part icipant s are not
t he sole propriet or of t he af orement ioned right s, t he part icipant s irrevocably warrant t o t he Company and Eyeka t hat , bef ore making t he Submissions
available, t hey have obt ained all of t he aut horizat ions, licenses and right s required t o grant t he aut horizat ions, licenses and assignment s st ipulat ed in
t hese Rules, in writ ing f rom all propriet ors of int ellect ual propert y right s in t heir Submissions and/or f rom t he copyright collect ing societ ies represent ing
such propriet ors allowing t he part icipant s t o grant such right s under t hese Rules (including t he appendix) and allowing t he Company and Eyeka t o use
and exploit t he Submissions as envisaged under t hese Rules wit hout t he Company or Eyeka having t o pay such people any monies/f ees/royalt ies. In t his
respect , t he part icipant s irrevocably undert ake t o provide t he Company and Eyeka at any t ime, at t heir request , wit h writ t en proof or a copy of all
writ t en document s conf irming such aut horizat ions, licenses and grant s of right s.
Subject to the terms of article 6 above, this article 9 shall survive expiration or termination of
these Rules for any reason for the duration set forth in article 7 completed by the duration of
statute of limitations as applying to the rights and obligations of the parties hereto or third
parties the subject of the clause in question.
1. Int egrit y of t he Cont est
Part icipat ion in t he Cont est shall be limit ed t o a single Eyeka personal account f or each part icipant (nat ural person or legal ent it y). T he creat ion of
mult iple user account s on Eyeka’s websit e by one individual, part icipat ing wit h several e-mail addresses or t hrough t he use of a t hird part y’s e-mail is
st rict ly prohibit ed.
Eyeka reserves t he right t o cancel, short en and/or suspend t he Cont est , in it s sole discret ion, if any f raud, including t echnical f raud, impairs t he int egrit y
of t he Cont est . In t his case, Eyeka specif ically reserves t he right t o not at t ribut e prizes t o f raudulent ent ries and/or t o pursue t he aut hors and
conspirat ors t hereof bef ore t he court having jurisdict ion t hereover.
1. Aut horizat ion
Winning part icipant s aut horize Eyeka and t he Company t o use and reproduce t heir name, surname and prize inf ormat ion in connect ion wit h t he Cont est ,
f or promot ional, advert ising and press relat ion purposes, including on t he Eyeka Websit e wit hout f urt her payment , on a worldwide basis and f or a period
of t en (10) years af t er t he end of t he Cont est .
1. Evident iary value
T hese Rules set f ort h t he right s and obligat ions of t he part icipant s and are legally binding bet ween t he part icipant , Eyeka and t he Company. T heref ore,
part icipant s expressly show t heir agreement t o t he Rules by t icking t he designat ed accept ance box. T he agreement is legally binding as soon as t he
part icipant t icks t he accept ance box. T he part ies agree t hat t hey may exchange by e-mail t he inf ormat ion t hey require t o perf orm t he agreement . Any
e-mails exchanged bet ween t he part ies shall be deemed t o have t he same evident iary value as a writ t en hard copy document .
T hese Rules may be modif ied at any t ime by an amendment by t he Company and / or Eyeka and not if ied by publishing such on-line on t he Eyeka
Websit e.
T hese Rules shall be deemed t o remain in f orce f or t he t ime of implement at ion of t he Cont est and any act ions linked t heret o (including as t he case may
be, assignment of int ellect ual propert y right s as per t he t erms of clause 6 above and t he appended assignment agreement t emplat e). Clauses 2, 3, 5, 6
(and relat ed appendix heret o), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive t he Rules’ t erm f or t he durat ion expressly set f ort h in t he clause in
quest ion or in case no specif ic durat ion is ment ioned, f or t he durat ion of st at ut e of limit at ions as applying t o t he right s and obligat ions of t he part ies or
t hird part ies t he subject of t he clause in quest ion.
1. Int ellect ual propert y
Part icipat ion in t he Cont est does not const it ut e a right t o use or acquire ownership or right s upon Eyeka's or t he Company's int ellect ual propert y right s
such as works, t rademarks, logos, invent ions.
1. Privacy policy
Pursuant t o French Dat a Prot ect ion Act no. 78-17 of 6 January 1978 (loi relative à l’informatique, aux fichiers et aux libertés ), modif ied by French Act no.
2004-801 of 6 August 2004, part icipant s have a right t o access, amend, rect if y and delet e his/her personal inf ormat ion/dat a. T he cont roller of t his
personal inf ormat ion/dat a is Eyeka.
Part icipant s may request act ion by post ing a mail t o EYEKA SA, at 79 rue la Boët ie, 75008 Paris, France, wit h ment ion of t he name of t he Cont est .
For t he purpose of enabling t he Company t o exercise all of it s right s under t hese Rules, Eyeka will disclose winners’ personal inf ormat ion/dat a (including
f irst name, last name, post al address, Id or passport number and dat e of birt h) t o t he Company.
1. Assignment
Eyeka and t he Company may assign all or part of t heir right s and/or obligat ions arising under t his agreement t o any t hird part y t hey shall so designat e
wit hout having t o again obt ain t he consent of t he part icipant on a case-by-case basis.
T he right s grant ed t o Eyeka and/or t o t he Company by t he part icipant s will benef it t o t heir af f iliat es, assignees and subsidiaries.
1. Disclaimers and Limit at ions of Liabilit y
It should be not ed t hat t he securit y paramet ers of any exchanges are ult imat ely governed by t he nat ure and limit at ions of t he int ernet net work being
used by each part y. T he Company and Eyeka shall not be held liable f or any loss or damage arising out of t he risks inherent t o any int ernet connect ion
and/or any t ransf er of inf ormat ion via t he int ernet .
In t his regard, t he Company and Eyeka shall not be held liable and f ormally renounce any liabilit y in t he event of (i) int ernet connect ivit y problems,
int ernet congest ion, any issue or problem arising f rom t he qualit y of any user equipment , loss or lack of connect ion t o int ernet which could have an
ef f ect on t he t ime t aken t o t ransf er t he Submissions or t he t ot al amount of t ime required t o part icipat e; (ii) loss or damage relat ed t o t he loss of
Submissions or ot her dat a sent t o t he Eyeka Websit e; t o t hat end, each part icipant shall be responsible f or t he conservat ion and saf eguarding of a
copy of any Submission t hat such part icipant submit s wit h regard t o t he Cont est ; (iii) cont aminat ion by any pot ent ial virus or int rusion by a t hird part y in
a part icipant ’s modem or ot her equipment ; (iv) loss or damage arising out of any part icipant ’s connect ion (or f ailed connect ion) t o t he Eyeka Websit e; or
(v) any indirect or direct loss or damage suf f ered by part icipant s t hrough t he concept ualizat ion and/or product ion of any Submission and any it ems such
as inter alia comput ers, recording devices or phot ographic devices used by t he part icipant s in order t o part icipat e in t he Cont est .
Generally, t he Company and Eyeka shall not be held liable f or any inst ance of non-compliance of t he provisions governing part icipant conduct set f ort h in
t hese Rules or f or any relat ed loss of damage f or t hemselves or f or t hird part ies.
By part icipat ing in t his Cont est , each part icipant hereby accept s and undert akes t o be personally liable f or any damages or losses brought about or
endured by t he part icipant due t o t he f act t hat such part icipant t ook part in t he Cont est or due t o his/her receiving t he prize or t he use t hereof .
In t he event of f orce majeure, Eyeka reserve(s) t he right t o modif y, short en, prolong, post pone and/or cancel t he Cont est prior t o t he end of t he
part icipat ion period originally indicat ed. In t his case, Eyeka shall not if y t he part icipant s as soon as pract icable on t he Eyeka Websit e or blog.
To t he ext ent permit t ed by law, Eyeka shall not be held liable f or any issue, complaint , opposit ion, claim, or damage (i) relat ed t o t he use of t he
Submission by t he Company, (ii) relat ed t o any breach of t hese Rules by t he Company, or (iii) relat ed t o t he negot iat ion, complet ion or execut ion of any
cont ract , regardless of it s nat ure, t hat t he Company may ent er int o wit h t he part icipant s wit hout Eyeka being a part y t heret o.
T he limit at ions of Eyeka’s and t he Company’s liabilit y under t his clause do not apply in case of bodily harm or deat h caused by a negligent act or
omission of Eyeka or t he Company, or int ent ional breach of Eyeka’s cont ract ual obligat ions, or in case of any ot her harm caused by int ent ional or grossly
negligent breach of Eyeka’s cont ract ual obligat ions, eit her by Eyeka it self or by Eyeka, t he Company or t heir respect ive agent s.
1. Applicable Law and Jurisdict ion
Unless ot herwise provided f or under applicable laws or regulat ions of a public policy nat ure, t hese rules are subject t o laws of France and any lit igat ion or
disput e arising hereunder shall be brought bef ore t he court having jurisdict ion over such mat t ers in Paris.
Appendix:
(Copies must be f illed in, init ialed on each page, signed by t he Creat or and sent t o Eyeka)
Assignment of rights agreement
T his agreement is signed between the Creator and the Company as ref erred to below:
Identif ication of the Creator:
Name: ....................................................................................................................................
Dat e of birt h:...........................................................................................................................
Address:..................................................................................................................................
ID or passport number:............................................................................................................
Eyeka Log in: .........................................................................................................................
Hereinaf t er ref erred t o as "the Creator", act ing as winner of t he cont est “Dut ch Lady” organized on t he Eyeka Websit e, ("the Contest"),
Submit t ed t he work whose t it le is:...........................................................................................
Eyeka ident if icat ion number:..................................................................................................
Hereinaf t er ref erred t o as t he "the Work",
To t he Cont est :
Identif ication of the Company:
Dut ch Lady Milk Indust ries Berhad (Company No. 5063-V), a public company regist ered under t he laws of Malaysia and having it s regist ered address at
Level 5, Quill 9, No. 112, Jalan Semangat , 46200 Pet aling Jaya, Selangor, Malaysia.
Hereinaf t er ref erred t o as t he "Company".
Identif ication of Eyeka:
Duly represent ed f or t he purposes heret o by EYEKA, a limit ed liabilit y company regist ered under French law, wit h share capit al of €407.130, regist ered
under number 488 120 916 RCS Paris, having it s headquart ers at 79 rue la Boët ie, 75008 Paris, France, act ing in t he name and on behalf of t he Company.
T he Company and t he Creat or are hereinaf t er t oget her ref erred t o as t he "Part ies" and individually t he "Part y".
Recitals
T he Creat or holds t he ent iret y of t he propert y right s in t he Work because he/she is t he original owner or he/she validly acquired all t he right s f rom a t hird
part y.
T he Work was select ed as winner of one of t he prizes awarded in t he Cont est .
Pursuant t o t he rules of t he Cont est , Eyeka act ing in t he name and on behalf of Company has cont act ed t he Creat or wit h a view t o t he assignment of
his/her right s in t he Work on an exclusive basis t o t he Company.
1. Purpose of this agreement
T he purpose of t his assignment of right s agreement is t o set f ort h t he condit ions under which t he Creat or shall assign t o t he Company on an exclusive
basis his/her right s in t he Work allowing t he Company t o use t he Work in t he condit ions set f ort h hereaf t er.
1. Assignment of right s
2.1 Scope of the assignment
T he Creat or hereby assigns on an exclusive basis t o t he Company his/her Int ellect ual Propert y Right s (as def ined below) in t he Work and all it s element s
(such as pict ures, sequences, screenshot s, phot ographs f rom t he Work, dialogues, subt it les, credit s, charact ers, illust rat ions, t it le), f or t he t erm
st ipulat ed hereaf t er, wit h no limit at ion regarding publishing, communicat ing, recommunicat ing or use. T he Company may assign all or part of it s
int ellect ual propert y right s herein t hrough assignment , license or any ot her legal means t o any t hird part y.
T he Creat or hereby expressly aut horizes t he Company t o use all t hose component s comprising t he Work, including t hose which were not creat ed by t he
Creat or. To t hat end, t he Creat or hereby undert akes t o provide a det ailed list cont aining all t he component s by complet ing t he at t ached appendix.
For t he purpose of t his agreement , "Int ellect ual Propert y Right s" means any and all right s in aut hors right s, neighboring right s and sui generis right s
concerning dat abase producers, as it pert ains t o t he use met hods here-below and regardless of t he t ype of work, be it individual work, a collaborat ive
work or a collect ive work, t rademarks, designs, domain names, t rade secret s, know-how and conf ident ial inf ormat ion.
2.2 Rights assigned to the Company
Wit hout limit ing clause 2.1, t he Int ellect ual Propert y Right s assigned t o t he Company include:
(i)
T he exclusive right t o reproduce, t angibly f ix, duplicat e, print , record all or part of t he Work eit her t emporarily or permanent ly on any t ype of
medium and in any f ormat , eit her associat ed wit h ot her works or not of any nat ure what soever, eit her ident ical or dif f erent including musical works eit her
int egrat ed or not in such ot her works (such as compilat ions), t his right t o reproduce includes t he right t o permanent ly or t emporarily reproduce t he Work,
eit her in whole or in part , by any process or met hod, in any f orm such as downloading, digit al display, execut ion, t ransf er or archiving on any medium,
current ly known or ot herwise such as digit al, f iber opt ical, magnet ic and analog, on paper or similar medium using any and all aspect rat ios on any sit e;
(ii)
T he exclusive right t o creat e any version, in any language or anot her language and in any comput er language, of eit her all of part of t he Work
and t he t hemes, concept s and ideas cont ained t herein, more generally, t he right t o t ranslat e, arrange, modif y, adapt , t ransf orm, adjust , compress,
modif y t he f ormat and/or resolut ion, addit ion of sub-t it les, dubbing, remixing, add capt ions, add a musical score t o t he Work, addit ion of a single image
or a series of animat ed images, t o creat e any derivat e works or composit e work t hat incorporat es t he Work or t akes f rom t he Work eit her in part or in
it s ent iret y and in any f orm be it writ t en, oral, digit al, t elemat ic et c. wit h t he purpose of using such;
(iii)
T he exclusive right t o publish, broadcast , edit , release, re-release, license or assign t he right t o use such, t o rent , loan, by any means,
reproduct ions of all or part of t he Work, in it s original f orm or in a subsequent embodiment as def ined above, eit her f or a f ee or f ree of charge;
(iv)
T he exclusive right t o represent , broadcast and exploit all or part of t he Work in it s original f orm or in a subsequent embodiment as def ined
above, whet her or not associat ed wit h ot her works regardless of t heir nat ure whet her ident ical or dif f erent including musical works, whet her in it s original
f orm, or dubbed or subt it led, by any means what soever including T V-broadcast , public communicat ion via cable or wireless, by public project ion,
t ransmission in a public place of t he T V-broadcast or ot her communicat ion t o t he public, by way of public present at ion by any means what soever using
any aspect rat io.
2.3 Ideas, themes and concepts
In addit ion t o t he af orement ioned assignment of int ellect ual propert y right s, t he Creat or expressly aut horizes t he Company t o creat e, produce and
market original works, object s, product s and services premised upon t he ideas, t hemes and/or concept s developed in t he Work or which arise t here f rom
even if t hese ideas, t hemes and/or concept s were t he subject of an invest ment or result f rom t he maker’s specif ic know-how.
2.4 Uses of the Work
T he assignment ment ioned above as agreed t o by t he Creat or, specif ied in art icles 2.1, 2.2 and 2.3 above covers t he f ollowing t ypes of use:
Broadcasting on the Internet
T he right t o broadcast or cause t he broadcast ing of t he Work on t he Int ernet , on t he mobile t elephone net work, by all processes inherent t o t his mode
of communicat ion, known or unknown at t his dat e including t he reproduct ion on any comput er server, digit al or opt o-digit al (including disks, t apes, hard
drives, dat abases, websit e, int ranet , ext ranet sit e), by VOD f or no valuable considerat ion (video on demand), by st reaming broadcast ing involving a
t emporary reproduct ion wit hout t he downloading possibilit y by t he video viewer, by permanent ly or t emporarily downloading, by communicat ion on t he
screens of t erminals used t o connect t o t he Int ernet (comput er t erminal equipment of a net work, personal assist ant , mobile phone, Game console,
t ablet s et c.); and what ever t he communicat ion channel (hert z, cable, sat ellit e, f ixed t elephone line (analog line, xDSL), mobile t elephone (GSM, I-mode,
GPRS, UMT S, Edge, 3G, 3G +, et c..), cable, f iber opt ic, sat ellit e, wireless, et c.), f or it s communicat ion t o t he public wit h or wit hout encrypt ion f or bot h
individual and collect ive recept ion. T his right includes t he use f or advert isement purposes (including but not limit ed t o int erst it ials and banner
advert isement s).
T V broadcasting
T he right t o broadcast (t hrough Hert zian wave, cable, sat ellit e, digit al T V) t he Work, wit h or wit hout encrypt ion, bot h f or individual and collect ive
receiving, t hrough all processes associat ed wit h t his mode of operat ion – T V Hert zian broadcast ing, by on-demand (e.g. VOD, video on demand), cable
dist ribut ion (simult aneous or def erred, in f ull or ext ract ), sat ellit e (allowing or not allowing t he receipt of t he work t hrough t hird part ies) or by all means of
online t ransmission (analog, digit al, comput er, t elephone et c.).
Advertisement purposes
T he right t o reproduce, communicat e and broadcast t he Work, f or promot ion and advert isement purposes e.g. promot ion and advert isement of t he
Company’s current and cont emplat ed act ivit ies, product s and services, on all media, by any process and by all met hods as well as f or t he Company's
int ernal and ext ernal communicat ions, press relat ions, corporat e communicat ions and/or point -of -sale advert isement s. Ext ract s of t he Work are likely t o
be insert ed in promot ional t railers, f or promot ional purposes on all media and by all met hods.
Commercializ ation and commercial use
Regarding applied art works, such as f or t he purpose of illust rat ion: mot if s, product designs, clot hing designs t he aut hor assigns t he right s t o market ,
dist ribut e and sell any product using t he Work as an accessory or as a primary element , by any means.
T he right t o use t he Work f or all t he commercial uses implied by t he Company's or t hird part ies current or lat er developed business act ivit ies.
T he right t o use t he Work f or market research act ivit ies, present at ion of product s or services of f ered or cont emplat ed by t he Company which include,
but are not limit ed t o, t he analysis of ideas and concept s embodied in t he Work, t he generat ion of insight s, est ablishing and/or using consumer panels t o
assess react ions t o ideas and concept s embodied in t he Work, present at ion of case st udies, sales document at ion.
Derivative uses
T he right t o make, cause t he making, reproduce, communicat e (i) one or more works illust rat ing t he same t opics, charact ers, sit uat ions, dialogues, et c..
incorporat ed in whole or in part in t he Work, (ii) one or more works incorporat ing element s of t he Work and whose act ion would t ake place at an earlier
period, cont emporary and subsequent t o t hat of t he Work, (iii) one or more works cont aining one or more charact ers and put t hem int o a complet ely
novel st ory and sit uat ions and whose act ion does not necessarily involve a direct link wit h t hat of t he Work. T he Company will have t ot al f reedom over
art ist ic and t echnical mat t ers regarding t he making of t hese derivat ive works and regarding t he making of original works inspired by t he t hemes,
concept s and ideas embodied in t he Work.
Public communication
T he right t o communicat e t he Work in public places, exhibit ions, public showings, f est ivals and promot ional event s.
Reproduction on dif f erent supports
T he right t o make or t o cause t he making of originals and copies of t he Work, wit h no number limit at ion, on all support s (analogue or digit al) and by all
media, known or unknown t o t his day, including CD, CD-R, CD-RW, CDI, DVD, DVD-R, DVD+R, DVD+RW, DVD-ROM, DVD-RAM, Blue-Ray Disc, CD-ROM,
USB key drives, hard drives, comput er servers, f loppies.
Internal use by the Company
T he right t o use t he Work f or int ernal use by t he Company which includes (i) t he right t o make originals and copies, wit h no number limit at ion, on all
support s and by all media, known or unknown t o t his day (videot apes, videodiscs, et c.), elect ronic, digit al (CDI, DVD, DVD-ROM, CD-ROM, USB key
drives, hard drives), (ii) t he right t o broadcast t he Work at int ernal meet ings, (iii) t he right t o reproduce t he Work and it s ext ract s on int ernal print ed
communicat ion document at ion.
T he right to grant a sub-license and to assign
T he right t o t ransf er or grant a license of any or all of t he int ellect ual propert y right s in t he Work assigned by t he Creat or pursuant t o t his agreement by
way of cont ract f or t he reproduct ion right s, dist ribut ion right s, right t o disseminat e, market , manuf act ure, in any f orm what soever, on any medium and by
any means, t hrough any licensing agreement t o any t hird part y eit her f or considerat ion or wit hout charge.
2.5
T he Creat or hereby assigns t o t he Company t he exclusive right t o f ile, regist er and prot ect in t he Company’s name, all int ellect ual and indust rial
propert y right s t hat may subsist in t he Work. T his includes any pat ent , ut ilit y model, supplement ary prot ect ion cert if icat e, new variet y cert if icat e,
t opography of a semiconduct or product , all applicat ions t o regist er designs or models, a t rademark or domain name be it domest ically or int ernat ionally.
Furt hermore, t he Creat or hereby agrees t o allow t he Company t o use t he Work, in whole or in part , f or t he purposes of a company name, t rading name
or sign.
T he Company shall enjoy and use all t he right s associat ed wit h or at t ached t o t he int ellect ual and indust rial propert y right s in t he Work as it deems f it in
it s sole discret ion.
In t he event t hat such regist rat ion, reservat ion or f iling is perf ormed by t he Company, t he Creat or expressly agrees t hat t he right s associat ed t herewit h
which have been assigned pursuant t o t his agreement , shall survive t he t erm set f ort h in t his agreement at art icle 2.7 and shall be ef f ect ive so long as
such right s are prot ect ed by said indust rial propert y right s.
2.6 Freedom to use the Work or not
T he Company shall have no obligat ion t o use t he Work. Furt hermore, t he Company shall be ent it led t o suspend, t erminat e or resume t he use of t he
Work at any moment . T he Company shall not be subject t o any obligat ion t o use t he ideas, t hemes, or concept s embodied in t he Work.
2.7 Term and territorial validity
T he Part ies agree t hat t his agreement shall t ake ef f ect upon it s signat ure by bot h Part ies and shall have ef f ect on a worldwide basis and f or t he legal
durat ion of prot ect ion of t he assigned right s as est ablished in t his agreement .
2.8 Waiving of moral rights
To t he maximum ext ent permit t ed by applicable law, t he Creat or irrevocably and uncondit ionally waives all of his/her moral right s in each copyright work
or such ot her subject mat t er comprised in t he Work.
1. Use of t he Work by t he Creat or
T he right s assigned under t his agreement are exclusive right s, i.e. t he Creat or agrees t hat he/she will not re-use t he Work in any ot her cont est nor will
he/she assign, license or grant his/her right s in t he Work t o any ot her t hird part y nor use his/her right s in t he Work f or his/her own benef it or t hat of any
t hird part y f or t he ent ire t erm ment ioned above.
Wit hout limit ing t he above, t he Creat or shall not be allowed t o use t he Work or any part t hereof f or commercial dist ribut ion, sale or any commercial
purposes.
1. T he Creat or's credit
It is agreed t hat – according t o cust om – in t he scope of using works concerned wit h advert ising and applied art s, t he Work will be reproduced and/or
represent ed wit hout ment ioning t he Creat or’s name, which t he Creat or expressly accept s.
1. Remunerat ion
In considerat ion f or assigning t he right s under art icle 2 of t his agreement , t he Creat or shall receive a global, one t ime and def init ive lump sum of a net
amount equal t o € [XXX].
T he payment of t his compensat ion, f rom which any due t axes or social securit y charges will have been wit hheld pursuant t o any mandat ory wit hholding
at applicable rat es in t he relevant jurisdict ion, where and t o t he ext ent applicable, will be made by Eyeka, a limit ed liabilit y company regist ered under
French law, wit h share capit al of €407.130, regist ered under number 488 120 916 RCS Paris, having it s headquart ers at 79 rue la Boët ie, 75008 Paris,
France act ing on behalf of t he Company and in it s name, duly aut horized f or t his purpose by t he Company.
1. Prot ect ion of t he assigned right s
T he Company will have, by ef f ect of t he present agreement , t he exclusive right t o t ake any act ion t o prevent or st op any inf ringement or unaut horized
use, in what ever f orm, of t he Work.
T he Creat or agrees t o not obst ruct in any way t he reasonable use of t he Work and t o not make any declarat ions, by what ever means, which would risk
causing any prejudice t o t he Company or t o Eyeka regarding t his use.
T his assignment includes t he right t o sue f or, and recover, damages and ot her relief in relat ion t o any inf ringement of t he int ellect ual propert y right s
vest ing in t he Work (including f or conversion or det ent ion), including any t hat may have occurred bef ore t he dat e of assignment .
1. Warrant IES AND INDEMNIT IES
T he Creat or warrant s t hat t he Company shall quiet ly enjoy and exercise all of t he right s at t ached t o t he Work and assigned pursuant t o t his assignment
agreement .
T he Creat or shall indemnif y and hold t he Company and it s of f icers, employees, agent s, direct ors, part ners and cont ract ors ("Indemnif ied Part ies")
harmless against any dist urbance, act ion, claim, demand, opposit ion, liabilit y, loss, damage, cost or expense incurred or suf f ered by t he Indemnif ied
Part ies in relat ion t o: (1) any breach of t his agreement by t he Creat or; or (2) any t hreat , claim, act ion, demand or proceeding by a t hird part y t hat t he
Work (or use of t he Work by t he Company in accordance wit h t his agreement ) inf ringes, or may inf ringe, t he right s, including t he int ellect ual propert y
right s, of a t hird part y.
T he Creat or warrant s t hat he/she has obt ained writ t en permissions f rom each of t he aut hors who have cont ribut ed t o t he Work, all of t he people
represent ed in t he Work, all of t he art ist s having perf ormed an art ist ic, musical or dramat ic perf ormance reproduced in t he Work, and any person having
supplied/creat ed any ot her cont ent present in t he Work, in order t o use t hat person's cont ent or cont ribut ion in t he Work in accordance wit h t his
agreement . T he Creat or irrevocably undert akes t o provide t he Company at any t ime, at it s request , wit h writ t en proof or a copy of all writ t en
document s conf irming such aut horizat ions.
T he Creat or warrant s t hat he/she is t he sole propriet or of t he int ellect ual propert y right s assigned t o t he Company or, in t he event t he Creat or is not t he
sole propriet or of t he af orement ioned right s, he/she irrevocably warrant s t o t he Company t hat , bef ore making t he Work available, he/she obt ained all of
t he aut horizat ions, licences and right s required t o grant t he assignment of right s in writ ing f rom all propriet ors of int ellect ual propert y right s in and t o t he
Work or f rom t he copyright collect ing societ ies represent ing such propriet ors allowing t he Creat or t o grant such right s under t his agreement . In t his
respect , t he Creat or irrevocably undert akes t o provide t he Company at any t ime, at it s request , wit h writ t en proof or a copy of all writ t en document s
conf irming such aut horizat ions, licences and grant s of right s.
T he Creat or warrant s t hat t he Work is original, and t hat t he Work and all it s component s and it s cont ent do not violat e any applicable laws or inf ringe
any t hird part y right s (including int ellect ual propert y right s, def amat ion or privacy).
T he Creat or aut horizes and agrees not t o oppose any re-use of t he ideas, t hemes or concept s cont ained in his Work by t he Company, it s part ners and
client s, f or research and development purposes in order t o elaborat e, manuf act ure, dist ribut e, market and sell any object s, product s or services and,
more generally, f or any use what soever in t he general course of business.
1. General
8.1
T he Company may assign it s right s and obligat ions arising hereunder, in whole or in part , t o any person of it s choice wit hout t he prior consent of t he
Creat or being necessary on a case by case basis.
8.2
Should a provision of t he agreement be declared null and void, t he remainder of t he agreement will remain ent irely enf orceable.
8.3
Should eit her Part y choose not t o exercise a provision of t he agreement , t his shall under no circumst ances be const rued as waiving of t he benef it of t he
af orement ioned provision or obligat ion.
8.4
Any amendment t o t his agreement shall be agreed by bot h Part ies in writ ing and shall be set out in a supplement al agreement signed by t he Part ies.
8.5
T his agreement shall not be deemed t o creat e a part nership, relat ionship of subordinat ion, agency or joint ent erprise bet ween t he Part ies.
8.6
T his agreement const it ut es t he ent ire underst anding and agreement bet ween t he Part ies heret o wit h respect t o t he assignment of right s and t he use
of t he Work and shall supersede and cancel all previous agreement s eit her oral or writ t en, wit h respect t o t he assignment of right s and t he use of t he
Work.
8.7
T he Part ies agree t hat t his agreement becomes legally binding as soon as t he Creat or and t he Company, represent ed t o t hat purpose by Eyeka, sign
t his agreement , or copies of t his agreement made by any means what soever. T hese copies shall be deemed t o have t he same evident iary value as a
writ t en hard copy document .
1. Governing Law and jurisdict ion
Unless ot herwise provided under applicable laws or regulat ions of a public policy nat ure, t his agreement shall be int erpret ed, const rued and governed by
t he laws of t he count ry in which t he Company is incorporat ed and any disput e which arises in connect ion wit h t he preparat ion, int erpret at ion or
perf ormance of t his agreement shall be brought bef ore t he court having jurisdict ion over such mat t ers in t he cit y where t he Company has it s
headquart ers.
Dat e: ……………………….., 2013
For t he Creat or
Ms/Mrs/Mr
..............................................................
For Eyeka, act ing in t he name and on behalf of t he Company f or t he purposes of t he signat ure of t his assignment agreement and duly
aut horized by t he Company t o t hat ef f ect
Ms/Mrs/Mr
..............................................................
Appendix: det ailed list of component s comprising t he Work