HomeMy WebLinkAbout20221246.tiffC,o'Vac* (P -1 -61Y -I
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: 2022 Renewal - Getty Images
DEPARTMENT:
Information Technology DATE: 4/26/22
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Weld County maintains a vendor relationship with Getty Images, who provides us with high quality
images and graphics that are used on our websites and publications. We renew this agreement
annually. The cost of the most current renewal is $5,600, which was budgeted for in the current fiscal
year budget.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Renew services with Getty Images, or discuss options at a work session.
Recommendation:
It is the recommendation of the Department of Information Technology to renew this contract for
$5,600.
Perry L. Buck
Mike Freeman, Pro -Tern
Scott K. James, Chair
Steve Moreno
Lori Saine
-071+
05/fib /ZZ
Approve Schedule
Recommendation Work Session
Other/Comments:
2022-1246
'ITODtt
gettyimages
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/YYYI): 3/1/2022
Quote/Project name: Premium Access Signature 1500 22-23
Email: billing.it@weldgov.com
Quotation expiration (YYYY-MM-DD): 2022-05-21
Subtotal: USD 5600.00
Quote for:
Billing Billing
Weld County
Weld County Information Technology
1401 N 17th Ave
Greeley
80631
USA
Premium Access Signature
Content Level: Premium Access Signature
Rights Level: Basic
Downloads/year: 1500
Price USD 5600.00
Overage Fee: NA
Effective Date (YYYY-MM-DD): 2022-05-21
Overage: No Overage
payable in Annually
installment(s) commmencing (YYYY-MM-DD) 2022-05-21
Your Premium Access agreement will automatically renew for an additional year. You can turn 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: USD 5600.00
• 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.
o200V
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 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 https://www.aettvimages.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 may only be used in an
editorial manner and may not be used for any commercial, promotional,
endorsement, advertising or merchandising use.
• Worldwide, meaning content can be used in any geographic territory.
gettyimages®
• 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 "not released."
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
Sharing Rights
Up to 10 users
Unlimited
Unlimited
gettyl mages
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 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.gettyimages.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
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
gettyimages®
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.
Title:Sr. Mgr Sales and Customer Success
getty i m a ge s
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 governing 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. Weld Countyovernment by and through the
Board o Wet -County Commissioners
5/2/2022
Name:
Title: Scott K. James, B0CC Chair
MAY 0 2 2022
GETTY IMAGES
CONTENT LICENSE
AGREEMENT
LAST UPDATED: January 2022
This is a license agreement between you and Getty Images that explains how you can
use photos, illustrations, vectors, and video clips (individually and collectively, "content")
that you license from Getty Images. By downloading content from Getty Images, you
accept the terms of this agreement.
1. What types of licenses does Getty Images offer? Getty Images offers three types of
license models: royalty -free ("RF"), rights -ready ("RR") and rights -managed ("RM").
Royalty -free does not mean there is no cost for the license. Instead, royalty -free
means that the license fee is paid once and there is no need to pay additional
royalties if the content is re -used. Royalty -free content is licensed for worldwide,
unlimited, perpetual use, and pricing is based on the file size. Rights -managed and
rights -ready content is licensed for specific types of use, and pricing is based on
factors such as size, placement, duration of use, and geographic distribution.
Comp license: You are welcome to use content from the Getty Images site on a
complimentary basis for test or sample (composite or comp) use only, for up to 30
days following download. However, unless a license is purchased, content cannot be
used in any final materials or any publicly available materials. No other rights or
warranties are granted for comp use.
2. How can I use licensed content? You may use licensed content in any way consistent
with the rights granted below and not restricted (see Restricted Uses below). Subject
to those restrictions and the rest of the terms of this agreement, the rights granted to
you by Getty Images are:
Royalty -Free
Rights-Managed/Rights-Ready
Perpetual, meaning there is no
expiration or end date on your rights
to use the content. Worldwide,
meaning content can be used in any
geographic territory. Unlimited,
meaning content can be used an
unlimited number of times. Any and
all media, meaning content can be
used in print, in digital or in any
other medium or format. Non -
Exclusive, meaning that you do not
Limited to the specific use, medium,
period of time, print run, placement,
size of content, and territory
selected, and any other restrictions
that accompany the content on the
Getty Images website (or any other
method of content delivery) or in an
order confirmation or invoice. Non -
Exclusive, meaning that, unless
otherwise indicated on the website,
your invoice, sales order or separate
have exclusive rights to use the
content. Getty Images can license
the same content to other
customers. If you would like
exclusive rights to use royalty -free
content, please contact Getty
Images to discuss a buy-out.
agreement, you do not have
exclusive rights to use the content.
Getty Images can license the same
content to other customers.
For purposes of this agreement, "use" means to copy, reproduce, modify, edit,
synchronize, perform, display, broadcast, publish, or otherwise make use of. Please
make sure you read the Restricted Uses section below for exceptions.
3. Restricted Uses.
a. No Unlawful Use. You may not use content in a pornographic, defamatory or
other unlawful manner, or in violation of any applicable regulations (including
for sports content, any restrictions or credentials issued by a sports league or
governing body) or industry codes.
b. No Alteration of Editorial Content. Content marked "editorial" or "intended for
editorial" may be cropped or otherwise edited for technical quality, provided that
the editorial integrity of the content is not compromised, but you may not
otherwise alter the content.
c. No Standalone File Use. You may not use content in any way that allows others
to download, extract or redistribute content as a standalone file (meaning just
the content file itself, separate from the project or end use).
d. No Sensitive Use Without Disclaimer. If you use content that features models or
property in connection with a subject that would be unflattering or unduly
controversial to a reasonable person (for example, sexually transmitted
diseases), you must indicate: (1) that the content is being used for illustrative
purposes only, and (2) any person depicted in the content is a model. For
example, you could say: "Stock photo. Posed by model." No disclaimer is
required for content marked "editorial" or "intended for editorial" that is used in
a non -misleading editorial manner.
e. No False Representation of Authorship. You may not falsely represent that you
are the original creator of a work that is made up largely of licensed content.
For instance, you cannot create artwork based solely on licensed content and
claim that you are the author.
f. Collection Specific Restrictions. If you are licensing content from the following
collections, please click here for additional restrictions: Digital Globe; BBC
Motion Gallery; TVNZ; NBA; NBC News Archives; Storyful.
Restricted Uses - unless additional license purchased. The following are prohibited
without the prior written consent of Getty Images and payment of an additional
license fee:
g. No Commercial Use of Editorial Content. Unless explicitly authorized in a Getty
Images invoice, sales order confirmation or license agreement, you may not use
content marked "editorial" or "intended for editorial" for any commercial,
promotional, advertorial, endorsement, advertising, gambling/betting/gaming
uses, or merchandising purpose. This type of content is not model or property
released and is primarily intended to be used for editorial purposes, meaning
descriptive purposes such as news reporting and discussion of current events
or other human interest topics. In addition, pursuant to section 9.c below, you
are responsible for obtaining any necessary approvals from third parties such
as individuals featured or event organisers before using "editorial" content for a
commercial purpose.
h. No 'On -Demand' Products. Unless explicitly authorized in a Getty Images
invoice, sales order confirmation or license agreement, you may not use
content in connection with "on -demand' products (e.g., products in which a
licensed image is selected by a third party for customization of such product on
a made-to-order basis), including, without limitation, postcards, mugs, t -shirts,
calendars, posters, screensavers or wallpapers on mobile telephones, or similar
items (this includes the sale of products through custom designed websites, as
well as sites such as zazzle.com and cafepress.com).
i. No Electronic Templates. Unless explicitly authorized in a Getty Images invoice,
sales order confirmation or license agreement, 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, and brochure design templates).
j. No Use in Trademark or Logo. Unless explicitly authorized in a Getty Images
invoice, sales order confirmation or license agreement, you may not use
content (in whole or in part) as the distinctive or distinguishing feature of a
trademark, design mark, tradename, business name, service mark, or logo.
Additionally, you shall not be entitled to register (in any jurisdiction) such
content (in whole or in part) as a trademark or rely on any such registrations,
prior use, and/or accrued goodwill to prevent any third party use of the content
or any similar content (including by us, our customers, or the copyright owner of
such content).
k. No Machine Learning, AI, or Biometric Technology Use. Unless explicitly
authorized in a Getty Images invoice, sales order confirmation or license
agreement, you may not use content (including any caption information,
keywords or other metadata associated with content) for any machine learning
and/or artificial intelligence purposes, or for any technologies designed or
intended for the identification of natural persons. Additionally, Getty Images
does not represent or warrant that consent has been obtained for such uses
with respect to model -released content.
I. No Metadata Exploitation. Unless expressly authorized by Getty Images, you
may not use the caption information, keywords, accompanying text, or other
metadata associated with content separate and apart from the content, or
allow any third parties to access or use any such information associated with
content.
m. No NFT Use of Editorial Content or Rights -Ready Video Content. Unless
explicitly authorized in a Getty Images invoice, sales order confirmation or
license agreement, you may not use any items of content marked "editorial" or
"intended for editorial" or any rights -ready video content in connection with an
immutable digital asset intended for sale or other distribution (such as a non -
fungible token).
4. Who, besides me, can use the licensed content? The rights granted to you are non-
transferable and non-sublicensable, meaning that you cannot transfer or sublicense
them to anyone else. There are two exceptions:
Employer or client. If you are purchasing on behalf of your employer or client, then
your employer or client can use the content. In that case, you represent and
warrant that you have full legal authority to bind your employer or client to the
terms of this agreement. If you do not have that authority, then your employer or
client may not use the content. The rights purchased may only belong to you or
your employer/client, depending on who is named as the "Licensee" at the time of
purchase. In other words, if you purchase a royalty -free image, only one of you (and
not both) may re -use that image for multiple projects.
o Sharing and Storage Restrictions for RF Content. Please note that sharing
and storage restrictions apply for royalty -free content. Up to 10 individuals
(total, not at any given time) may use an item of content, and all individuals
must be from the same legal entity, however you may make RF content
available for viewing by any of your employees, clients and subcontractors.
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 subcontractors. If you require content to be available to
more than 10 users, please contact Getty Images to purchase rights for
additional users. If you are downloading content under a committed solution
(i.e., Premium Access), 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.
o No Seat/User Restrictions for UltraPacks. If you purchase an UltraPack,
sharing and storage restrictions do not apply and an unlimited number of
users within the same legal entity may use licensed content.
• Subcontractors. You may allow subcontractors (for example, your printer or
mailing house) or distributors to use content in any production or distribution
process related to your final project or end use. These subcontractors and
distributors must agree to be bound by the terms of this agreement and may not
use the content for any other purpose.
5. User Accounts. You will be responsible for tracking all activity for each user account,
and you agree to: (a) maintain the security of all passwords and usernames; (b) notify
Getty Images immediately of any unauthorized use or other breach of security; and (c)
accept all responsibility for activity that occurs under each user account. Getty
Images reserves the right to monitor downloads and user activity to ensure
compliance with the terms of this agreement. If Getty Images determines that you are
in breach of this or any other term of this agreement, it may suspend access to your
account and seek further legal remedies.
6. Intellectual Property Rights.
• Who owns the content? All of the licensed content is owned by either Getty Images
or its content suppliers. All rights not expressly granted in this agreement are
reserved by Getty Images and the content suppliers. You may not assert any right
to revenue from a collecting society, social media website, content sharing
platform or any other third party in respect of photocopying, digital copying,
sharing, distribution or other secondary uses of the licensed content.
• Attribution.
o Do I need to include a photo credit? You do not need to include a photo
credit for commercial use, but if you are using content for editorial purposes,
you must include a credit adjacent to the content or in production credits.
The credit should be in the following form or as otherwise stipulated in the
caption information accompanying the content on the Getty Images
website: "[Photographer Name]/[Collection Name] via Getty Images"
o Do I need to include a video credit? If licensed content is used in an
audio/visual production where credits are accorded to other providers of
licensed material, you must include a credit in comparable size and
placement. The credit should be in the following form or as otherwise
stipulated in the caption information accompanying the content on the Getty
Images website: "[Video] [Imagery] supplied by [Artist Name]/[Collection
Name] via Getty Images"
• Can I use the Getty Images name or logo, or the name and logos of its content
suppliers? You may use the name of Getty Images and/or its content suppliers as
necessary to give attribution, but you may not otherwise use their names, logos, or
trademarks without prior written approval.
7. Fees and Renewal. Upon expiration of the term, if your subscription is set to
AUTOMATICALLY RENEW, you authorize Getty Images to charge or you agree to pay,
the applicable subscription fees at the then applicable rate and taxes for the
subscription according to your payment information on file. You may change your
auto -renewal preferences in your Getty Images account. Your subscription may only
be cancelled as set out in Section 8(b). Getty Images may deactivate your
subscription without prior notice if Getty Images is unable to complete a transaction
through the payment information provided by you.
8. Termination/Cancellation/Withdrawal.
a. Termination. Getty Images may terminate this agreement at any time if you
breach any of the terms of this or any other agreement with Getty Images, in
which case you must immediately: cease using the content; delete or destroy
any copies; and, if requested, confirm to Getty Images in writing that you have
complied with these requirements.
• Social Media Termination. If you use the content on a social media platform
or other third party website and the platform or website uses (or announces
that it plans to use) the content for its own purpose or in a way that is
contrary to this agreement, the rights granted for such use shall immediately
terminate, and in that event, upon Getty Images' request, you agree to
remove any content from such platform or website.
b. Refunds/Cancellation. All requests for refunds/cancellations must be made in
writing or using the cancellation function on the Getty Images' website.
Provided that the request is made within 30 days and the licensed content has
not been used, Getty Images may cancel the relevant order and issue a full
refund to your account or credit card. No credits or refunds are available for
cancellation requests received more than 30 days from your receipt of content,
or for research, lab, service or subscription fees, all of which are non-
refundable. In the event of cancellation, your rights to use the content
terminate, and you must delete or destroy any copies of the content.
c. Content Withdrawal. Getty Images may discontinue licensing any item of
content at any time in its sole discretion. Upon notice from Getty Images, or
upon your knowledge, that any content may be subject to a claim of
infringement of a third party's right for which Getty Images may be liable, Getty
Images may require you to immediately, and at your own expense: cease using
the content, delete or destroy any copies; and ensure that your clients,
distributors and/or employer do likewise. Getty Images will provide you with
replacement content (determined by Getty Images in its reasonable commercial
judgment) free of charge, subject to the other terms of this agreement.
9. Representations and Warranties. Getty Images makes the following representations
and warranties:
a. Warranty of Non -Infringement. For all licensed content (excluding content
marked "access only"), Getty Images warrants that your use of such content in
accordance with this agreement and in the form delivered by Getty Images (that
is, excluding any modifications, overlays or re -focusing done by you) will not
infringe on any copyrights or moral rights of the content owner/creator.
b. Additional Warranties for Certain Content.
• RE: For licensed royalty -free content (excluding content marked "editorial" or
"intended for editorial"), Getty Images warrants that your use of such content
in accordance with this agreement and in the form delivered by Getty
Images (that is, excluding any modifications, overlays or re -focusing done by
you) will not infringe on any trademark or other intellectual property right,
and will not violate any right of privacy or right of publicity.
• RM/RR: For licensed rights -managed and rights -ready content where Getty
Images specifically notifies you that a model and/or property release has
been obtained, Getty Images warrants that your use of such content in
accordance with this agreement and in the form delivered by Getty Images
(that is, excluding any modifications, overlays or re -focusing done by you)
will not, where a property release has been obtained, infringe on any
trademark or other intellectual property right and/or will not, where a model
release has been obtained, violate any right of privacy or right of publicity.
c. Warranty Disclaimer. Unless specifically warranted above, Getty Images does
not grant any right or make any warranty with regard to the use of names,
people, trademarks, trade dress, logos, registered, unregistered or copyrighted
audio, designs, works of art or architecture depicted or contained in the
content. In such cases, you are solely responsible for determining whether
release(s) is/are required in connection with your proposed use of the content,
and you are solely responsible for obtaining such release(s). You acknowledge
that no releases are generally obtained for content identified as "editorial" or
"intended for editorial" and that some jurisdictions provide legal protection
against a person's image, likeness or property being used for commercial
purposes when they have not provided a release. You also acknowledge that
organisers of sports, news and entertainment events sometimes impose
contractual restrictions on commercial use of content captured at their events.
You are also solely responsible for payment of any amounts that may be due
under, and compliance with any other terms of, any applicable collective
bargaining agreements as a result of your use of the licensed content.
d. Caption/Metadata Disclaimer. While Getty Images has made reasonable efforts
to correctly categorize, keyword, caption and title the content, Getty Images
does not warrant the accuracy of such information, or of any metadata
provided with the content.
e. No Other Warranties. Except as provided in this section above, the content is
provided "as is" without representation, warranty or condition of any kind, either
express or implied, including, but not limited to, implied representations,
warranties or conditions of merchantability, or fitness for a particular purpose.
Getty Images does not represent or warrant that the content or its websites will
meet your requirements or that use of the content or websites will be
uninterrupted or error free.
10. Indemnification/Limitation of Liability.
a. Indemnification of Getty Images by you. You agree to defend, indemnify and
hold harmless Getty Images and its parent, subsidiaries, affiliates, and content
suppliers, and each of their respective officers, directors and employees from
all damages, liabilities and expenses (including reasonable legal costs
including attorney fees) arising out of or in connection with (i) your use of any
content outside the scope of this agreement; (ii) any breach or alleged breach
by you (or anyone acting on your behalf) of any of the terms of this or any other
agreement with Getty Images; and (iii) your failure to obtain any required
release for your use of content.
b. Indemnification of you by Getty Images. Provided that you are not in breach of
this or any other agreement with Getty Images, and as your sole and exclusive
remedy for any breach of the warranties set forth in Section 9 above, and for
Music only, the "Additional Warranties" as expressly set forth in Section 5 of the
Getty Images Music License Agreement, Getty Images agrees, subject to the
terms of this Section 10, to defend, indemnify and hold harmless you, your
corporate parent, subsidiaries and affiliates, and each of your respective
officers, directors and employees from all damages, liabilities and expenses
(including reasonable legal costs including attorney fees) arising out of or in
connection with any breach or alleged breach by Getty Images of its warranties
in Section 9 above and for Music only, the "Additional Warranties" as expressly
set forth in Section 5 of the Getty Images Music License Agreement. This
indemnification does not apply to the extent any damages, costs or losses arise
out of or are a result of modifications made by you to the content or the context
in which the content is used by you. This indemnification also does not apply to
your continued use of content following notice from Getty Images, or upon your
knowledge, that the content is subject to a claim of infringement of a third
party's right.
c. The party seeking indemnification must promptly notify in writing the other
party about the claim. The indemnifying party (the one covering the costs) has
the right to assume the handling, settlement or defense of any claim or
litigation. The indemnified party (the one not covering the costs) has to
cooperate in any way reasonably requested by the indemnifying party. The
indemnifying party will not be liable for legal costs including attorney fees and
other costs incurred prior to the other party giving notice of the claim for which
indemnity is sought.
d. Limitation of Liability. GETTY IMAGES WILL NOT BE LIABLE TO YOU OR ANY
OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES,
COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY
IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION
OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
11. General Provisions.
a. Assignment. This agreement is personal to you and is not assignable by you
without Getty Images' prior written consent. Getty Images may assign this
agreement, without notice or consent, to any corporate affiliate or to any
successor in interest, provided that such entity agrees to be bound by these
terms.
b. Audit. Upon reasonable notice, you agree to provide to Getty Images sample
copies of projects or end uses that contain licensed content, including by
providing Getty Images with free of charge access to any pay -walled or
otherwise restricted access website or platform where content is reproduced.
In addition, upon reasonable notice, Getty Images may, at its discretion, either
through its own employees or through a third party, audit your records directly
related to this agreement and your use of licensed content in order to verify
compliance with the terms of this agreement. If any audit reveals an
underpayment by you to Getty Images of five percent (5%) or more of the
amount you should have paid, then in addition to paying Getty Images the
amount of the underpayment and any other remedies to which Getty Images is
entitled, you also agree to reimburse Getty Images for the costs of conducting
the audit.
c. Electronic storage. You agree to retain the copyright symbol, the name of Getty
Images, the content's identification number and any other information or
metadata that may be embedded in the electronic file containing the original
content, and to maintain appropriate security to protect the content from
unauthorized use by third parties. You may make one (1) copy of the content for
back-up purposes.
d. Governing Law/Arbitration. This agreement will be governed by the laws of the
State of New York, U.S.A., without reference to its laws relating to conflicts of
law. Any disputes arising from or related to this agreement shall be finally
settled by binding, confidential arbitration by a single arbitrator selected using
the rules and procedures for arbitrator selection under i) if you are in North
America: the JAMS' Expedited Procedures in its Comprehensive Arbitration
Rules and Procedures ("JAMS"); or ii) if you are outside of North America: the
International Centre for Dispute Resolution ("ICDR") or JAMS (the applicable
rules to be at your discretion), in effect on the date of the commencement of
arbitration to be held in one of the following jurisdictions (whichever is closest
to you): New York, New York; London, England; Paris, France; Munich, Germany;
Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The
arbitration proceedings shall be conducted in English and all documentation
shall be presented and filed in English. The decision of the arbitrator shall be
final and binding on the parties, and judgment may be entered on the arbitration
award and enforced by any court of competent jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods does not govern
this agreement. The prevailing party shall be entitled to recover its reasonable
legal costs including attorney fees relating to that aspect of its claim or defense
on which it prevails, and any opposing costs awards shall be offset.
Notwithstanding the foregoing, 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
to protect Getty Images' intellectual property rights. The parties agree that,
notwithstanding any otherwise applicable statute(s) of limitation, any
arbitration proceeding shall be commenced within two years of the acts, events
or occurrences giving rise to the claim.
e. Severability. If one or more of the provisions in this agreement is found to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions should not be affected. Such
provisions should be revised only to the extent necessary to make them
enforceable.
f. Waiver. No action of either party, other than express written waiver, may be
construed as a waiver of any provision of this agreement.
g. Entire Agreement. No terms of conditions of this agreement may be added or
deleted unless made in writing and accepted in writing by both parties, or
issued electronically by Getty Images and accepted by you. In the event of any
inconsistency between the terms of this agreement and the terms contained on
any purchase order sent by you, the terms of this agreement will apply.
h. Notice. All notices required to be sent to Getty Images under this agreement
should be sent via email to legalnotice@gettyimages.com. All notices to you
will be sent via email to the email set out in your account.
i. Taxes. You agree to pay and be responsible for any and all sales taxes, use
taxes, value added taxes, withholding taxes, and duties imposed by any
jurisdiction as a result of the license granted to you, or of your use of the
licensed content.
j. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time
specified, Getty Images may add a service charge of 1.5% per month, or such
lesser amount as is allowed by law, on any unpaid balance until payment is
received.
k. Licensing Entity, The Getty Images licensing entity under this agreement is
determined based on your billing address in accordance with the chart found
here.
GETTY IMAGES MUSIC
LICENSE AGREEMENT
LAST UPDATED: June 2020
The following are additional terms to your license agreement with Getty Images
("Agreement") that apply to Music and are hereby included as part of the Agreement.
The term "content" in the Content License Agreement, which is part of the Agreement,
shall also include "Music". By downloading Music from Getty Images, you accept the
below additional terms and conditions to the Content License Agreement. All terms
defined in the Agreement shall have the same meaning in these additional terms.
1. What type of license does Getty Images offer for Music content? Getty Images offers
Music under a royalty -free licensing model.
2. How can I use Music? Subject to the rest of the terms of the Agreement, including all
restrictions and limitations in these additional music terms, for Music, Getty Images
grants you a direct, non-exclusive, Worldwide, and Perpetual right, inclusive of
mechanical and performing rights to use, and Synchronize the Music in a Work, and to
Copy and Broadcast the Work in Any and All Media, an unlimited number of times.
You can Edit Music, provided that any such change (i) shall not alter the fundamental
character of the portion of the Master being used, and (ii) shall not give rise to any
ownership rights or claims, including copyright, on your part in or to the resultant
edited recording or composition.
ADDITIONAL DEFINITIONS:
"Music" means sound recordings (the "Masters") and musical compositions,
including lyrics, embodied on the Masters (the "Compositions") contained in
the Music files that are licensed to you by Getty Images under the
Agreement. Work means the production, program or other project in which
the Music has been Synchronized. Broadcast(er), meaning to cause or
permit others (or one that causes or permits others) to cause the
performance, telecast, broadcast, transmission, streaming, exhibition or
distribution of the Work. Copy, meaning to duplicate or otherwise make
copies of the Work solely for the purpose of Broadcasting the Work;
Synchronize, meaning to couple and/or synchronize, arrange, record, re-
record, transcribe, modify or edit the Music solely in timed relation with a
permitted use in the Work. Edit means use by you of less than an entire piece
of Music, including the editing, looping, enhancing or modifying of the
Master.
3. Additional Restrictions for Use of Music:
a. No Standalone Use. You may not make the Music available, or sell, license or
distribute the Work, in a way that is intended to allow or invite a third party to
download, extract, redistribute or access the Music as a standalone file or on a
standalone basis, including that you may not exploit or otherwise make the
Music available as part of a music listening experience, including where Music,
on its own or as part of a compilation, is combined with accompanying
visual/narrative elements that are of negligible importance (such as still
image(s), panning motions or other limited animation/video/audio) or other
uses where the Work is tantamount to using the Music on a standalone basis.
b. No "Electronic Templates". You may not include the Music in an electronic
template intended to be duplicated by third parties, including, without limitation,
in a product or service that enables an end user to create soundtracks, in a
system that resells products that include the Music, or in any "build -it -yourself"
media tools;
c. No "On Demand" Products. You may not use or display the Music on websites
or in any other medium designed to induce or involving the sale, license or other
distribution of "on demand" products (e.g., products in which Music is selected
by a third party for customization of such product on a made-to-order basis),
including, without limitation, electronic greeting cards, voicemail greetings, ring
tones, multi -media albums or presentations, or similar items.
d. No "Audio Products". You may not use the Music to manufacture, distribute or
sell any product in any format or media now known or hereafter devised,
embodying Music alone or only with other music, including without limitation,
compact discs (CDs), cassettes, phonograph records and digital transmissions
of any kind ("Audio Products")
e. No Separate Use of Titles, Lyrics or use in Themes. You may not use any Music
as the theme song for a program or other production or to use the title or lyrics
of any Music separately from the Music.
f. No Use in Trademark or Logo. You shall not incorporate any Music into a logo,
trademark or service mark.
4. Attribution:
Do I need to include a Music credit? If Music is used in an audio/visual production
where credits are accorded to other providers of licensed material, credit shall be
accorded, where technically feasible, in equal size and comparable placement to such
credit(s), substantially in the following form: "[Artist's name] Epidemic Sound via Getty
Images", or as otherwise notified by Getty Images.
5. Additional Warranties: In addition to representations and warranties set forth in the
Getty Images Content License Agreement, Getty Images makes the following
representations and warranties for Music:
a. Music was not recorded under the jurisdiction of a union or collective
bargaining agreement.
b. Getty Images has rights in the Music necessary to issue direct licenses to you,
inclusive of all performing, mechanical or any other similar rights, and the rights
to use Music shall be deemed to include the direct grant to you of the right to
Copy and publicly perform the Music solely for the purposes permitted
hereunder. No fees which otherwise could become due and payable as a result
of the Copying or public performance of the Music as contemplated by this
Agreement shall be due to Getty Images or its content suppliers.
However, please note that these warranties do not prevail over any: (1) charges
assessed on you (or a Broadcaster of the Work) pursuant to the terms of a blanket
license or other written agreement between you (or such Broadcaster) and any
performing, mechanical, or other rights society that collects and administers royalty
payments or similar remuneration on behalf of music publishers, writers and
performers (a "Collection Society "); (2) fees to the extent arising from your use of
other musical content together with Music; or (3) fees, levies or other remuneration,
the collection of which is exclusively delegated to a Collection Society by local
statute, irrespective of the membership of, or any contractual mandate from, any of
the writers, composers, performers or other rights holders in the Music.
Contract Form
New Contract Request
Entity Information
Entity Name*
GE! I Y IMAGES WS), INC
Contract Name*
2022 ANNUAL RENEWAL - GETTY IMAGES
Contract Status
CTB REVIEW
Entity ID*
`•00029295
❑ New Entity?
Contract ID
5 784
Contract Lead*
JMUNDT
Contract Lead Email
jmundcgco.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
ANNUAL RENEWAL FOR IMAGES AND DESIGN ELEMENTS USED ON COUNT WEBSITE AND PROMOTIONAL MATERIALS
Contract Description 2
Contract Type*
AGREEMENT
Amount*
55,600.00
Renewable,*
NO
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGIS'
weldgov.corn
Department Head Email
CM-
InformationTechnoIogyGIS-
DeptHead2 weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYA I 1 ORNE : WELDG
OV.COM
Requested BOCC Agenda
Date*
05 02;2022
Due Date
04: 28.'2022
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 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
On Base
Contract Dates
Effective Date
Review Date
02 01 ,2023
Renewal Date
Termination Notice Period
Contact Information
Contact Info
Contact Name
Purchasing
Committed Delivery Date
Expiration Date*
05:02;2023
Contact Type Contact Email Contact Phone I Contact Phone 2
Purchasing Approver Purchasing Approved Date
CONSENT 04'28'2022
Approval Process
Department Head
RYAN ROSE
DH Approved Date
04;28,2022
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
05:02/2022
Originator
JMUNDT
Finance Approver
CONSENT
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
04,'28;2022 04/28;2022
Tyler Ref #
AG 050222
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