GOALS Group ApS
1.1 Goals Wall Collages as provided on www.goal-setter.com (also the "Site") is a photography portal where its users can browse through a variety of photographs to find inspiration. GOALS collects all photographs for the Site in a high resolution format which enables its users to purchase an enlarged print of their favorite photograph to place on a wall in their home, cf. section 3.4.1 of the Terms. It is GOALS's clear ambition to post and offer its users the opportunity to purchase photographs that create emotions and gives users a sense of purpose and inner peace.
2. Use of Goals wall collages
2.1 GOALS's concept is to provide the Creator with a platform where the Creator can choose to upload one or more selected photographs to the Site (the "Photographs"). To access the Site and upload Photographs, the Creator needs to be registered as a user (the "User", in plural "Users") with a user account (the "User Account"). Once the User Account has been set up, GOALS grants the Creator a limited, revocable, non-assignable, non-transferrable, non-sublicensable and non-exclusive access to use the Site.
2.2 To grant GOALS access to its Photographs, [the Creator shall upload its Photographs to GOALS's server accessible from the Site / a Dropbox folder and grant GOALS access by forwarding a link to the specific folder]. The Creator may upload its Photographs in standard formats such as JPEG, PNG or other in a resolution that the Creator determines will be suitable for the Photographs. By providing GOALS access to the Photographs, the Creator hereby explicitly accepts these Terms in their entirety, in particular licensing of rights to the Photographs as specified in section 3 of the Terms.
2.3 When the Creator has granted GOALS access to the Photographs, GOALS may alter the Photographs, as stipulated in section 3.4 of the Terms, and/or offer the Photographs or alterations hereof for sale in prints on its Site. If the Creator's Photographs or an alteration hereof is sold by GOALS in the form of prints, the Creator shall be entitled to payment in accordance with section 4 of the Terms.
2.4 GOALS may revise and/or update these Terms at any time by uploading an amended version of the Terms to the Site. The Creator's continuous use of the Site and its services will be considered an acceptance of the updated Terms. If the Creator does not accept the updated Terms, the Creator shall stop using the Site provided by GOALS.
3. Licensing of rights
3.1 By granting GOALS access to its Photographs, cf. section 2.1, the Creator hereby provides GOALS with a non-exclusive license to all intellectual property rights to the Photographs to the furthest extent possible, including copyrights, and any other intellectual property rights, whether registered or unregistered, and all applications for any of them, anywhere in the world (the "License").
3.2 Upon the Creator's acceptance of these Terms, the License shall apply and remain in force until the Creator removes its Photographs from the Site (the "License Period"). The Creator may remove its Photographs from the Site at any time and hereby terminate the License. Once the Creator has removed its Photographs from the Site, GOALS is no longer entitled to sell the prints. Regardless of the Creator's termination of the License, GOALS shall be entitled to:
- 3.2.1 Sell any Prints and/or Collages (as defined below in section 3.4.1 and 3.4.2) that have been modified, developed, copied or altered by GOALS to such an extent that GOALS shall be considered the creator and rights owner of such modified works (the "Modified Work") prior to the Creator's termination, and;
- 3.2.2 Continuous use of any of the Creator's Photographs as a part of GOALS's advertisement on the Site or on any of GOALS's social media platforms.
3.3 During the License Period all rights to the Photographs shall remain the sole and exclusive property of the Creator and the Creator shall be entitled to sell, transfer or assign the Photographs or any portion thereof to any third party or use it in any other contexts than on the Site.
3.4 Once the License to the Photographs has been granted by the Creator, GOALS is entitled to any form of exploitation of the Photographs and/or parts thereof during the License Period, throughout the world. GOALS has the right – also with assistance from third parties – to modify, develop and copy the Photographs as GOALS sees fit, including:
- 3.4.1 Altering the Photographs to create wall prints (the "Prints") and offering these Prints for sale on the Site, and/or;
- 3.4.2 Using and publishing the Photographs as a part of collages (the "Collages") on the Site.
3.5 The above section 3.4 is not exhaustive and GOALS shall be entitled to use and exploit the Photographs in other forms and/or contexts during the License Period. The Creator accepts that GOALS may obtain copyright to any and all Modified Works which are eligible for copyright protection as an independent work pursuant to the Danish Copyright Act section 4.
4.1 The Creator shall receive payment for each Photograph and/or Print that GOALS has sold amounting to 10 % of the full payment price, excluding VAT, of each Photograph or Print (the "Royalty Fee"). The price for a Photograph or Print varies depending on the physical size of the Photograph or Print and will be solely determined by GOALS.
4.2 If the Creator does not agree with a calculated Royalty Fee, the Creator shall be entitled to raise an objection in writing to GOALS. However, if the Creator has not raised such objection within 45 days of receiving a Royalty Fee from GOALS, the Creator shall no longer be entitled to raise any objections in this regard.
4.3 The Creator will only receive payment, cf. above section 4.2, once the Creator has collected a total of at least EUR 100.00 on its User Account.
4.4 The Creator will automatically receive biannual payment of the Royalty Fee from GOALS for each sold Photograph or Print, including an invoice which specifies the number of sold Photographs and/or Prints during the last six month period. GOALS will provide the Creator with a tracking number for each of the Creator's Photographs which enables the Creator to track which of its Photographs have been sold as Prints.
4.5 If it is not possible for GOALS to ensure the Creator an automatic payment of the Fee due to an error and/or other disturbance of GOALS's systems, GOALS shall ensure payment is carried out manually to the Creator. The Creator accepts that errors and/or other disturbances of GOALS's systems may cause a delay of payment and agrees to hold GOALS harmless for any delay of payment that does not exceed 30 days.
4.6 The Creator acknowledges and accepts that it shall not be entitled to receive any payment for GOALS's sale of its Modified Works.
5. Representations and warranties
5.1 The Creator hereby warrants that the Creator owns or has obtained by way of agreement all intellectual property rights, including copyrights to each and all Photographs that the Creator has provided GOALS access and License to. Also, the Creator warrants that the Photographs do not in any way violate the rights of third parties, including but not limited to copyrights, moral rights, rights of registered and unregistered trademarks and designs, trade secrets, patents or rights of privacy, rights of publicity or proprietary rights of any other sort. Further, the Photographs and the transfer hereof does further not conflict with nor infringe any patents, trademarks, service marks, trade names, trade secrets, copyrights, domain names, proprietary rights and processes belonging to third parties, including potential employees of the Creator. The Creator has not received any communication, notification or information to the contrary.
5.2 In addition the Creator warrants that its Photographs uploaded to the Site comply with GOALS's ethical rules in relation to nudity, pornography etc. as may be amended from time to time. GOALS's ethical rules are found on the Site: [Link].
5.3 The Creator shall indemnify, defend and hold harmless GOALS against and with respect to any claim, liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) arising out of or in connection with any of the Photographs prior to the date of the Creator's signing of these Terms.
5.4 In the event of any breach of representation or warranty by the Creator, GOALS shall be entitled to seek indemnification from the Creator in the form of compensation for the incurred damage, cost and expense (including, inter alia, expenses, procedural costs, attorney’s fees, fines, penalties and other damage positions caused by such breach) in favor of GOALS. The amount of the indemnity shall be equal to the amount necessary to place GOALS in the financial position it would be in if the considered breach had not occurred.
6. Governing law
6.1 These Terms shall be construed and governed by Danish law.
6.2 Any dispute between the Creator and GOALS arising out of these Terms – which cannot be settled amicably by negotiation between the parties – shall be settled by the City Court of Copenhagen in the first instance.