HomeMy WebLinkAbout20231218.tiffCur4660-toac I
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: 2023 Getty Images Renewal
DEPARTMENT: Information Technology DATE: 4/17/23
PERSON REQUESTING: Ryan Rose
Brief description of the problem/Issue:
This is an annual subscription for stock imagery that is used on our website, as well as in other
printed / digital platforms. The current annual agreement expires on May 2, 2023. The renewal
carries the cost of $5,900, and was budgeted for in Fiscal Year 2023. The agreement has been
reviewed by the Weld County Attorney's Office
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
1) Renew the agreement
2) Schedule a work session to discuss
Recommendation:
It is the recommendation of Weld County Information Technology to renew this agreement.
Approve
Recommendation
Perry L. Buck, Pro-Tem
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
Schedule
Work Session
Unsval-iortencL 060.11.
os/o)23
Other/Comments:
2023-1218
Toot
gettyl mages
This document sets forth the terms and conditions for the
Premium Access Agreement ("PA") that you have requested.
To conclude your purchase of the PA, please confirm that you
accept the terms specified in the attached Agreement by
selecting "I Agree."
Quote Details — PA
Quote Date (MM/DD/YYYY):
Quote/Project name: Premium Access Signature 150023-24
Email: billing.it@weldgov.com
Quotation expiration (YYYY-MM-DD): 2023-05-02
Subtotal: USD 5900.00
Quote for:
Billing Billing
Weld County
Weld County Information Technology
7 xm N 7M� Avo
Greeley
80631
USA
Premium Access Signature
Content Level: Premium Access Signature
Rights Level: Basic
Downloads/year: 1500
Price: USD 5900.00 payable in Up -Front
Overage Fee: NA
Effective Date (YYYY-MM-DD): 2023-05-02
Overage: No Overage
installment(s) commencing (YYYY-MM-DD) 2023-05-02
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 term ends.
I Agree Subtotal: us. 1900.00
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 terms and conditions set forth in the Premium Access Signature Agreement, attached hereto,
which agreement is incorporated by reference.
gettyl mageS
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 License Agreement (the "Content License Agreement") and the Getty
Images Music License Agreement (if applicable) (the "Music License Agreement"), both of which
are available at httos://www.gettvimages.com/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
StillsNideo/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
License Agreement and the additional restrictions for use of music (if applicable) in
Section 3 the Getty Images Music License 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
gettyimages®
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
content. Getty Images can license 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
$250,000USD
Uncapped
gettyl mages°
Sharing Rights I Up to 10 users I Unlimited I Unlimited I
Products for Resale. Unless your Rights Level includes Products for Resale rights (available for stills/
video content on/y), 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 products, calendars, apparel items, posters (printed on paper, canvas, or any
other media), CDs, DVDs, mobile applications or other items for resale, license 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.
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.
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:
www.gettvimages.com/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
passwords and usernames issued by Getty Images; and (iii) all information clearly
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
later receives from a third party without any restriction as to confidentiality or use, so
gettyimages®
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.
getty images®
GOVERNMENT CUSTOMER RIDER
This Government Customer Rider ("Rider") refers to and is made a part of the Getty Images Content
License Agreement and the Getty Images Music License Agreement, as applicable, both of which are
available at www.gettyimages.com/eula (or any successor URL (the "Standard Terms")) and Invoice(s)
issued thereunder (collectively, the "License Agreements") to Weld County Government ("you"), for the
following sales order(s): TBD (the "Orders"). 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 Orders:
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 goveming law and notice is hereby deleted in its entirety
and replaced with the following:
"This Agreement will be governed 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 application 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
the Site, 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.
„//'',,D,,ocuSigned by: �
Name: "`""��u' �I,, �1�dice Winkler
t-4AH21k3UUL4d
Title: senior Manager
5/2/2023
Weld County Government
Name: 't°'— Mike Freeman
Chair, Board of Weld
Title: County Commissioners
MAY 0 12323
otocto /02/r
From: Jacob Mundt
To: Jacob Mundt
Subject: FW: Getty Premium Access Subscription Expiring June 2020
Date: Monday, April 17, 2023 10:21:38 AM
t. s„ r=1 - --
��...a-tics _ram- tall
From: Robert Burke <Robbie.Burke@gettyimages.com>
Sent: Wednesday, April 12, 2023 8:28 AM
To: Jacob Mundt <jmundt@weld.gov>
Subject: RE: Getty Premium Access Subscription Expiring June 2020
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless
you recognize the sender and know the content is safe.
Hi Jacob,
Please see our response.
"Our view is that any requirements that government contracts/pricing that need to be
disclosed/put on the public record is a regulatory/legal requirement, and so that would be
caught under the general provision that the applicable state/federal laws would apply, so any
such law would override the generic confidentiality provision.
Hope this helps provide clarity.
Let me know if this explanation works on your end.
All the best,
Robert Burke I Strategic Customer Success Manager
gettyimages
195 Broadway 10th El, New York, NY 10007
T: 646-613-3649
From: Robert Burke <Robbie.BurkePgettyimages.com>
Sent: Wednesday, April 12, 2023 9:10 AM
To: Jacob Mundt <jmundtPweld.gov>
Subject: RE: Getty Premium Access Subscription Expiring June 2020
Hi Jacob,
Thank you for getting back to me, let me check in with legal and get back to you.
Keep you posted.
Creative Resources:
• Creative Insights- See what visual trends & new content created for trending topics such as
Sen or Explorers, Disability, #ShowUs, and how COVID is affecting everyday life with Golden
Moments
• 202) Visual GPS Global Report- 2020 Visual Trend Pillars (attached)
• Inclusive Visual Search Guide (keyword suggestions on slides 11-18)
• See Whats Trending: curated boards/search guidance
All the bes:,
Robert Burke I Strategic Customer Success Manager
Gettyimages
195 Broadway 10'h FI, New York, NY 10007
T: 646-613-3e 49
From: Jaccb Vundt <jmundt@weld.gov>
Sent: Tuesiay, April 11, 2023 6:49 PM
To: Robert Burke <Robbie.Burke@gettyimages.com>
Cc: Jacob Mundt <jmundt@weld.gov>
Subject: [EXTERNAL] RE: Getty Premium Access Subscription Expiring June 2020
HI Robert,
Our legal learn has returned the following single question. Can we request a modification to
the rider, and we should be good to sign? (we did not sign the document, but it marked it as
signed when it was downloaded for signature).
My only concern with this one is the Confidentiality provision on page 4. I must have missed it last
year, but it states that the terms and pricing under this agreement are confidential. I would mark it
on the agreement but because it is signed, I can't make comments. There is an exception that if it is
required by law it can be disclosed, but that is a grey area for me when it comes to us posting these
in Tyler, so I would like that taking out or have added to the government rider that the agreement
and its pricing terms are a public record.
Thanks,
-JM
Contract Form
Entity Name*
GETTY IMAGES (US), INC
Entity Information
Contract Name*
2023 GETTY IMAGES RENEWAL
Contract Status
CTB REVIEW
Entity ID*
°4110029295
Contract ID
6861
Contract Lead*
JMUNDT
Contract Lead Email
jmundt4co.weId.co.us
Contract Description*
2023 RENEWAL OF SERVICES WITH GETTY IMAGES FOR STOCK IMAGERY,.
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$5,900.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM -
I nformatio n Tech rtol ogyGI S @
weidgov. corn
Department Head Email
CM-
InformationTechrIologyGiS-
DeptHead@veldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL.
County Attorney Email
CM-
COU NTYATTORNEYAWELDG
OV.COM
New Entity?
Requested BOCC Agenda
Date*
05/01/2023
Parent Contract ID
Requires Board Approval
YES
Department Project*
Due Date
04/2712023
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing. Dept. to be included?
If this is a renewal enter previous Contract ID
If this is part of a NSA 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
Effective Date
Review Date.
03/01/2024
Renewal Date
Termination. Notice Period
Contact Type
Contact Email
Contact Phone 1
Contact Phone 2
Contact Name
Purchasing Approver
CONSENT
Approval Proces
Department Head
RYAN ROSE
OH Approved Date
04/26/2023
Final Approval
BOCC Approved
BDCC Signed Date
BOCC Agenda Date
05/01/2023
Originator
JMUNDT
Committed Delivery Date
Finance Approver
CONSENT
Expiration Date*
05/01/2023
Purchasing Approved Date
0412612023
Finance Approved Date.
04/26)2023
Tyler Ref #
AG 050123
Legal Counsel
CONSENT
Legal Counsel Approved Date
04/26/2023
Hello