HomeMy WebLinkAbout20241143.tiffCbnkck c00
PASS -AROUND TITLE:
DEPARTMENT:
PERSON REQUESTING:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
2024 Renewal for Getty Software
Information Technology
Ryan Rose fi-effli%
DATE: 4/19/24
Brief description of the problem/issue:
Annually, we sign an agreeement with Getty Images to supply quality stock imagery for use in our website and other materials. This agreement will
renew our subscription for another year The agreemeent has been reviewed by the County Attorney's Office
What options exist for the Board?
1) Renew Agreement
2) Hold wort session to review
Consequences:
Stock imagery for our website will be unavailable
Impacts:
resources for website, public information materials
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
$6,500/year, included in FY24 budget
Recommendation:
It is the reccmmendation of the Department of Information Technology to approve this agreement.
Perry L. Buck, Pro -Tern
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
Con'€fl+
y %24 I7Obl3
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments
\ccti
2024-1143
Cc'. IT (g/sfrt)
06/o6 /29
gettyimages®
PREMIUM ACCESS AGREEMENT
Your Agreement is made up of:
sales quote to which this document is attached (the "Quote"). The Quote sets out specific
information relating to your access to content, usage rights and fees.
commercial terms set out below (the "Commercial Terms"). The Commercial Terms provide
further information around your usage rights and restrictions.
Getty Images Content Licence Agreement (the "Content Licence Agreement") and the Getty
Images Music Licence Agreement (if applicable) (the "Music Licence Agreement"), both of which
are available at httos://www.oettvimages.co.uk/eula (collectively, the "Standard Terms"). The
Standard Terms include terms that are applicable to all Premium Access agreements with Getty
Images.
The Commercial Terms, Standard Terms and the Quote will together be referred to as the "Agreement".
In the event of any conflict between the Commercial Terms and the Standard Terms, the Commercial Terms
take priority.
The Agreement is between you (the licensee as set out in the Quote) and an affiliate of Getty Images, Inc.
("Getty Images") set out in the "Licensor" section below.
COMMERCIAL TERMS:
Content
Stills/Video/Music content for download from the Getty Images Signature collection.
Rights Level
Your Rights Level is as set out in your Quote:
• Basic
• Standard or
• Extended.
You may use content in any way that is not restricted (see (i) the Restrictions section
below, and (ii) Section 3 of the Standard Terms, including Section 3 of the Content
Licence Agreement and the additional restrictions for use of music (if applicable) in
Section 3 the Getty Images Music Licence Agreement (the "Additional Music
Restrictions"), ((i) and (ii) collectively, the "Restrictions")). Please note that music
content (if applicable) cannot in any event be used contrary to the Standard Terms,
including the Additional Music Restrictions.
Certain Restrictions are governed by your Rights Level. Please refer to your Quote
which indicates your Rights Level.
Subject to the Restrictions and the rest of this Agreement, the rights granted to you
by Getty Images are:
• Perpetual, meaning there is no expiration or end date on your rights to use
the content.
Unlimited Projects, meaning content can be used an unlimited number of
times. Please note that content marked "editorial" or "intended for editorial"
may only be used in an editorial manner and may not be used for any
commercial, promotional, endorsement, advertising or merchandising use.
• Geographic Use. Only includes uses originating in the country determined
by your billing address with the understanding that: (i) digital uses may be
viewable on a worldwide basis; and (ii) your end uses created for your
geographic territory may be distributed on a worldwide basis. Non -
Exclusive, meaning that you do not have exclusive rights to use the
gettyimages®
content. Getty Images can licence the same content to other customers.
• Any and all media, meaning content can be used in print, in digital or in
any other medium or format.
For purposes of this Agreement, "use" means to copy, reproduce, modify, edit,
synchronize, perform, display, broadcast, publish, or otherwise make use of.
Examples of how you can use the content include: websites; blog posts; social
media; advertisements; marketing campaigns; corporate presentations; newspapers;
magazines; books; film and television productions; web and mobile applications;
product packaging; syndication of your end use to third parties. Please note that
there may be restrictions to some of these uses for RF content marked
"editorial" or "intended for editorial."
Please make sure you read the Restrictions for exceptions.
Download Cap
You may download up to the number of items of content set out in your Quote.
If your Quote indicates that you are eligible for 'Overage' and you download content
in excess of the Download Cap ("Overage Content"), you will be charged the
Overage Fee for each piece of Overage Content. The "Overage Fee" for each piece
of Overage Content is equal to your Fee (set out in the Quote) divided by your
Download Cap (set out in the Quote).
Fees
You agree to pay Getty Images the amount set out in your Quote on the terms set
out in your Quote and the Standard Terms. If you download all of the files in your
Download Cap prior to full payment of the price set out in your Quote, regardless of
any payment schedule in the Quote, the remaining difference shall be immediately
invoiced and you agree to pay such difference in one lump sum within 30 days of the
date of the invoice.
Restrictions
In addition to the Restrictions set out in Section 3 of the Standard Terms, your Rights
Level shall govern certain Restrictions:
Basic
Standard
Extended
Products for
Resale
No
100,000 items in
the aggregate
for stills/video
only
Unlimited for
stills/video only
Electronic
Templates
No
No
Yes — Unlimited
for stills/video
only
Print Run
500,000
Unlimited
Unlimited
Users
Unlimited
Unlimited
Unlimited
Indemnification
$10,000USD i
$250,000USD
Uncapped
Sharing Rights
Up to 10 users
Unlimited
Unlimited
Products for Resale. Unless your Rights Level includes Products for Resale rights
(available for stills / video content only), you may not use content in connection with
any goods or services intended for resale or distribution where the primary value
lies in the content itself including, without limitation, cards, stationery items, paper
gettyi mages'
products, calendars, apparel items, posters (printed on paper, canvas, or any other
media), CDs, DVDs, mobile applications or other items for resale, licence or other
distribution for profit. This includes "on demand" products (meaning products in
which content is selected by a third party for customization on such product on a
made-to-order basis), including, without limitation, postcards, mugs, t -shirts, posters
and other items (this includes the sale of products through custom designed
websites, as well as sites such as zazzle.com and cafepress.com). For the
avoidance of doubt, you cannot use music content in Products for Resale.
No Electronic Templates. Unless your Rights Level includes Electronic Template
rights (available for stills /video content only), you may not use content in electronic
or digital templates intended for resale or other distribution (for example, website
templates, business card templates, electronic greeting card templates, brochure
design templates). For the avoidance of doubt, you cannot use music content in
Electronic Templates.
Limited print run. Unless your Rights Level includes increased Print Run rights, you
may not reproduce the content more than 500,000 times in physical print form. This
restriction does not apply to electronic reproductions.
Users. An unlimited number of users from your legal entity (which may include
employees and freelancers but not third -party agencies) may access your Premium
Access account and download content. For the sake of clarity, this means that
you may not have any users under this Agreement from any agencies (e.g.,
advertising, marketing, and design agencies) or other third parties. The only
third parties that you may have as users are freelancers, except in cases where
freelancers are working with agencies on your behalf. For purposes of this
Agreement, freelancers refer to independent contractors engaged by you, and do not
include any employees of your agencies.
Sharing Rights. Your rights level defines the number of individuals that may use and
share the content amongst each other. All individuals must be from one legal entity
(including employees and freelancers but not third -party agencies) and there are no
restrictions on where each individual may store the content. The raw file of content
may not be provided to anyone outside of your legal entity other than freelancers.
Unless renewed prior to the end of your Term, all Sharing Rights terminate at the
end of the Term and all content must be removed from your shared server, digital
asset management system or other storage system and stored only on individual
devices. For the sake of clarity, this means that you may not share any content
downloaded under this Agreement to any agencies (e.g., advertising,
marketing, and design agencies) or other third parties. The only third parties
that you may share with are freelancers, except in cases where freelancers are
working with agencies on your behalf.
Indemnification. Your Rights Level defines the financial limitation (on a per asset
basis) on Getty Images' total maximum aggregate liability (meaning the total amount
that Getty Images is responsible for) under the Agreement.
Term
One year from the Effective Date as set out in the Quote.
Licensor
The licensing entity shall be determined by your billing address, as found here:
http://www.gettyimages.co.uk/licensing-entities
Confidentiality
By virtue of this Agreement, the parties may have access to information that is
confidential to the other party ("Confidential Information"). Confidential Information
shall be limited to: (i) the terms and pricing under this Agreement; (ii) all website
gettyimages®
passwords and usernames issued by Getty Images; and (iii) all information dearly
identified in writing by the disclosing party as confidential. Notwithstanding the
foregoing, Confidential Information does not include any information that: (i) is or
subsequently becomes available to the general public other than through a breach of
this Agreement by the receiving party; (ii) was in the possession of receiving party
prior to the execution of this Agreement; (iii) the receiving party rightfully received or
long as the receiving party does not know or have any reason to know that the third
party's provision of such information is in violation of an obligation or duty of
confidentiality to the disclosing party; or (iv) is independently developed by the
receiving party without the use of the disclosing party's Confidential Information. Each
party agrees to maintain the other party's Confidential Information in confidence to
the same extent that it protects its own, similar Confidential Information and to use
such Confidential Information only as permitted under this Agreement. The parties
agree to hold each other's Confidential Information in confidence during the Term of
this Agreement and for a period of two (2) years after termination of this Agreement.
The parties agree that unless required by law, they will not make each other's
Confidential Information available in any form to any third party for any purpose other
than the implementation of this Agreement. Each party agrees to take all reasonable
steps to ensure that each other's Confidential Information is not disclosed or
distributed by its employees or agents in violation of this Agreement.
gettyimages
PREMIUM ACCESS
GOVERNMENT CUSTOMER RIDER
This Government Customer Rider ("Rider") refers to and is made a part of the Premium Access Agreement,
dated May 2n°, 2024(the "Commercial Terms"), the Getty Images Content License Agreement and the Getty
Images Music License Agreement, as applicable (the "Standard Terms") and Invoice(s) issued thereunder
(collectively, the "License Agreements") to Weld County Government ("you"). Capitalized terms used herein
without definition shall have the meanings ascribed to them in the License Agreements.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree that, notwithstanding any term to the contrary set forth in the License Agreements, for content
provided to you under the License Agreements:
1. Section 10(a) of the Standard Terms regarding your indemnification obligation is hereby deleted in its
entirety.
2. Section 11(b) of the Standard Terms regarding audits is hereby deleted in its entirety and replaced with
the following:
"Upon reasonable notice, you shall provide sample copies of uses of the content to Getty Images.
Where Getty Images reasonably believes that content is being used by more than the authorized
number of users, or that content is being used outside of the scope of the license granted under this
Agreement, you shall, at Getty Images' request, provide a certificate of compliance signed by an officer
of yours, in a form to be approved by Getty Images."
3. Section 11(d) of the Standard Terms regarding governing law and notice is hereby deleted in its entirety
and replaced with the following:
"This agreement will be govemed under laws of the State of Colorado (without reference to conflicts of
laws principles). This agreement will not be governed by the United Nations Convention on Contracts
for the International Sale of Goods, the appication of which is expressly excluded. You consent to
service of any required notice or process upon you by email, registered mail or overnight courier with
proof of delivery notice, addressed to the address or contact information provided by you at the time
the content was downloaded or at the time you are first granted access to the membership portions of
Getty Images' website, or such other address as you may advise us in writing to use, from time to time.
Getty Images shall have the right to commence and prosecute any legal or equitable action or
proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in
the event that, in the opinion of Getty Images, such action is necessary or desirable."
This Rider is executed pursuant to Section 11(g) of the Standard Terms. In the event of any inconsistency
between this Rider and the License Agreements, the terms of this Rider shall govern. Except as modified
hereby, all of the terms of the License Agreements shall remain in full force and effect.
Accepted and agreed as of the Effective Date:
By: GETTY IMAGES (US), INC.
,..---Duausi9ned by:
SIGNED: CaLktiu' (illL
PRINT:ca° r
TITLE: senior Manaaer TITLE: Chair Weld Coun Board of Commissioners
DATE: 5/9/2024 DATE:
Weld County Government
SIGNED: 7 C-- D
PRINT: Kevin D. Ross
gettyimages
This document sets forth the terms and conditions for the
Premium Access Agreement ("PA") that you have requested.
Please make sure you read the terms and conditions of the
Agreement carefully, including the sections that provide that
your Premium Access Agreement does not allow access to your
subscription or any content downloaded under your agreement
to be shared with any third parties, including agencies (e.g.,
advertising, marketing, and design agencies). You only may
share the content with freelancers, except in cases where the
freelancer is working independently with an agency on your
behalf.
To conclude your purchase of the PA, please confirm that you
accept the terms specified in the attached Agreement by
Quote Details — PA
Quote Date (MM/DD/YYYY): 2/20/2024
Quote/Project name: Premium Access Signature 1500 24-25
Email: billing.it@weidgov.com
Quotation expiration (YYYY-MM-DD): 2024-05-02
Subtotal: USD 6500.00
Quote for:
Billing Billing
Weld County
Weld County Information Technology
iem N 77�i, Ova
Greeley
80631
USA
Premium Access Signature
Content Level: Premium Access Signature
Rights Level: Basic
Downloads/year: 1500
Price: USD 6500.00
Overage Fee: NA
Effective Date (YYYY-MM-DD): 2024-05-02
Overage: No Overage
payable in Up -Front installment(s) commencing (YYYY-MM-DD) 2024-05-02
Your Premium Access agreement will automatically renew for an additional year. You can tum off auto -renew at any time via your account and continue to enjoy access to
your agreement until your term ends. Auto -renew may not be available with your agreement, in which case your agreement will expire once your tens ends.
I Agree
Subtotal: us. 6500.00
Note: Any sales tax included in this quote is an estimation and may change at the time of purchase. Sales tax may be applied to your order in
accordance with applicable state and local tax laws.
Note: All images through your PA are subject to the terns and conditions set forth in the Premium Access Signature Agreement, attached hereto,
which agreement is incorporated by reference.
Contract Form
Entity Information
Entity Name* Entity ID*
GETTY IMAGES (US), INC @00029295
Contract Name*
2024 RENEWAL FOR GETTY IMAGES
Contract Status
CTB REVIEW
Contract Description*
RENEW ANNUAL SUBSCRIPTION FOR STOCK IMAGERY
Contract Description 2
❑ New Entity?
Contract ID
8068
Contract Lead *
JMUNDT
Contract Lead Email
jmundt@co.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT INFORMATION Date* 04/20/2024
TECHNOLOGY-GIS 04/24/2024
Amount*
$6,500.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable* InformationTechnologyGl
NO S@weldgov.com Does Contract require Purchasing Dept. to be
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGl
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
03/01/2025
Committed Delivery Date
Renewal Date
Expiration Date"
04/30/2025
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 05/06/2024
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
05/06/2024 05/06/2024 05/06/2024
Final Approval
BOCC Approved Tyler Ref #
AG 050824
BOCC Signed Date Originator
JMUNDT
BOCC Agenda Date
05/08/2024
Hello