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Home My WebLink About20201790.tiffgettyl m ages° 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 "1 Agree." Quote Details Premium Access Signature Content Level: Premium Access Signature Rights Level: Basic Downloads/year: 1SOD Price: USD 5400.00 payable in Annually Overage Fee: Effective Date (YYYY-MM-DD): 2020-06-25 Overage: No SONY _ Quote Date (MM/DD/YYYY): 6/16/2€20 Quote/Project name: Premium Access Signature 2020 Email: billing.it@wetdgov.com Quotation ex nation (YYYV-i:a'1MUM-DO): 2020-06-25 Subtotal: USD 5400.00 Quote for: Billing Billing Weld County Weld County Information Technology 1401 N 17th Ave Greeley CO 80631 USA installments) comrnmencing (YYYY-MM-DD) 2020-0G-25 Your Premium Access agreement will automatically renew for an additional year. You can turn off auto -renew any time from 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 it will expire once your term ends. x Agree Subtotal: USD 5400.00 Note: Any sales tax included in this quote is an estimation and may change at tl.: time of purchase. Sales tax may be applied to your order in accordance with applicable state and local tax laws. Note: Ali images through your PA are subject to the terms and conditions set forth in the Premium Access Signature Agreement, attached hereto, which agreement i incorporated by rife;ence. RA 74 jr w,� �ATITj I' s +e.6 i� [ f! ` Weld Ceaty.. Clerk to the t C e o the 6e-19 in BOARD OF COUNTY I_M'LL , 'ION COUNTY, WOIDRALO Frees, Chair (--'t 1") e14-6-2, I (1)JUN 15 2020 (r0 0 4°W PIT% ,er i;J PREMIUM ACCESS SIGNATURE 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. standard terms and conditions found at http://www.gettyimages.com/eula (the "Standard Terms and Conditions"). The Standard Terms and Conditions include terms that are applicable to all premium access agreements with Getty Images The Commercial Terms, Standard Terms and Conditions 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 and Conditions, 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. ERCIAL TERMS: C? ntent StillsNideo content for download from Getty Images Signature collection. Rights Level Your Rights Level is as set out in your Quote: Basic Standard or E,`{.tended. You may use content in any way that is not restricted (see Restrictions below and Section 3 of the Standard Terms and Conditions, collectively herein "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. 6 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. Nn-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 y 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 site that there may be restrictions to some of these uses for RF Editorial content. Please make sure you read the Restrictions section below and Section 3 of the Standard Terms and Conditions 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 and Conditions. 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 and Conditions, your Rights Level shall govern certain Restrictions: Basic Standard Extended Products for Resale No 100,000 items in the aggregate unlimited Electronic Templates No No Yes - unlimited Print Run 500,000 Unlimited unlimited Users unlimited Unlimited unlimited Indemnification $10,000USD $250,000USD uncapped Sharing Rights up to 10 users Unlimited Unlimited Products for Resale. Unless your Rights Level includes Products for Resale rights, 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). No Electronic Templates. Unless your Rights Level includes Electronic Template rights, 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). 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 Signature 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 management Indemnification. Images' for) end under of total the the system maximum Agreement. Term and or Your aggregate other Rights all storage Content Level liability defines system must (meaning the be and removed stored financial the total only limitation from amount on your individual (on that shared a Getty per devices. Images server, asset digital basis) is responsible on asset Getty Term One year from the Effective Date as set out in the Quote. Licensor The www.gettyimages.com/licensing-entities. licensing entity shall be determined by your billing address, as found here: Confidentiality Information By party pricing (iii) the becomes receiving (iii) to that confidentiality the party's Confidential Agreement. Term parties available Agreement. virtue foregoing, the confidentiality all use the of ("Confidential this Agreement, Information"). the parties in public the confidence period by take website such or party Confidential writing law, may such each does (iv) all receiving of or by other information is of they for reasonable have later passwords receiving other's its by not independently Confidential two Information. to any the include than receives will employees access Information party (2) the disclosing Confidential years not purpose through party same steps to and does is any Information make information from in usernames prior developed Each after to or information not violation extent other agents shall party a each ensure a Information to third know party termination breach than as the be that other's in party only that confidential. that limited issued execution or of by agrees violation the that: of the it is have an without protects as in each confidential this of Confidential implementation obligation receiving confidence to: by (i) to permitted this is any other's of Getty Agreement of maintain (i) any this Notwithstanding or this reason its Agreement. the Images; subsequently restriction party Agreement. own, to terms Agreement; or Information Confidential under during the the to by duty without similar of other know other and and the this the The this as of information of under receiving Confidential agree of this party; third in available the is this to Information The Agreement that any Each not Confidential party's disclosing (ii) the Agreement; clearly party or parties form disclosed was unless party to use, disclosing Information the rightfully in provision to agrees identified the so and agree and Information party's required any general long or for (ii) possession to party; to third distributed all received as in a to of Confidential use hold gettyimages` PREMIUM ACCESS GOVERNMENT CUSTOMER RIDER This Government Customer Rider ("Rider") refers to and is made a part of the Premium Access Agreement, dated June 25, 2020 (the "Commercial Terms"), the Getty Images Content License Agreement and/or the Getty Images Music License Agreement, as applicable (the "Standard Terms and Conditions") 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 Getty Images Content License Agreement (and/or Section 7.2 of the Getty Images Music License Agreement, as applicable) regarding your indemnification obligation is hereby deleted in its entirety. 2. Section 11(b) of the Getty Images Content License Agreement (and/or Section 12.2 of the Getty Images Music License Agreement, as applicable) regarding audits is hereby deleted in their 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 Getty Images Content License Agreement (and/or Section 12.4 of the Getty Images Music License Agreement, as applicable) regarding governing law and notice is hereby deleted in their 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 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." 4. The parties acknowledge and agree that subsection (i) of the second sentence of the section within the Commercial Terms entitled "Confidentiality" shall be subject to the Colorado Open Records Act (C.R.S. 24- 72-201, et seq.). This Rider is executed pursuant to Section 11(g) of the Getty Images Content License Agreement (and/or Section 12.7 of the Getty Images Music License Agreement, as applicable). 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 COUNTY GOVERNMENT gettyl mages By: cETTY IMAGES (US), etc. Name: Title: WELD COUNTY GOVEMMENT Name: Mike Freeman Title: BBC Chair GETTY IMAGES CONTENT LICENSE AGREEMENT LAST UPDATED: January 2020 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 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 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. Rights-Managed/Rights-Ready • ,lfa F- - - 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 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 Commercial Use of Editorial Content. Unless additional rights are specified on the Getty Images invoice or sales order, or granted pursuant to a separate license agreement, you may not use content marked "editorial" for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest. c. No Alteration of Editorial Content. Content marked "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. d. 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). e. 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" that is used in a non -misleading editorial manner. f. 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. g. 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. 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: h. No 'On Demand' Products. Unless you purchase a custom license, 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 you purchase a custom license, 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 you purchase a custom license, 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 expressly authorized by Getty Images, 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. 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. e 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. RF: For licensed royalty -free content (excluding content marked "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," 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 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 outside legal 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, 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 outside legal fees) arising out of or in connection with any breach or alleged breach by Getty Images of its warranties in Section 9 above. 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 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 the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (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 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 its 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(n)gettyirnages.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 "COM LICENSE AGREEMENT Last Updated: February 2017 P't 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. GETTY GES MUSIC LICENSE AGREEMENT Last updated: June 2017 THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THE AFFILIATE OF GETTY IMAGES IDENTIFIED IN SECTION 12.9 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("GETTY IMAGES") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS. 1. Definitions. The following terms have the stated meanings: 1.1"Audio "Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone or only with other music, including, without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads. 1.2"Breach" means any breach of, or failure to comply with, any representation, warranty, covenant or agreement made or undertaken in this Agreement. 1.3"Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Synchronized Licensed Material. 1.4"Collection Societies" means any performing, mechanical, or other rights society (e.g., ASCAP, BMI, SESAC, SOCAN, SACEM, MOPS, PRS, PPL, GEMA, GVL, SGAE, ALE) that collects and administers royalty payments or similar remuneration on behalf of music publishers, writers and performers. 1.5"Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work. 1.6"Edit" means use by Licensee of less than an entire Master, including the editing, looping, enhancing or modifying of the Master, 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 the part of Licensee in or to the resultant edited recording or composition. 1.7"Licensed Material" means the sound recordings (the "Masters") and musical compositions, including lyrics, embodied on the Masters (the "Compositions") offered for licensing by Getty Images and selected for use by Licensee (such Masters and Compositions so selected, collectively the "Licensed Material"). Any reference in this Agreement to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed Material as a whole. 1.8"Licensee" means the person or entity purchasing a license hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the license is purchased. 1.9"Licensee Work" means the production, program or other project embodying the Synchronized Licensed Material. 1.10°Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised. 1.11 "Purchaser" means an entity purchasing the license hereunder on behalf of a third party Licensee. 1.12"Rights and Restrictions" means the information available to Licensee at the time of the Licensed Material selection, either: (i) accompanying the Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include, without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material (the "License Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions. 1.13"RF Licensed Material" means any and all Licensed Material from SoundExpress, Sound Effects by Getty Images, or any other royalty -free (or RF) music collection(s) specified as such in the Rights and Restrictions. "RM Licensed Material" means any and all Licensed Material that is not RF Licensed Material. 1.14'"'Synchronize" means to couple and/or synchronize, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with a permitted use. 1.15"Synchronized Licensed Material" means Licensed Material that has been coupled and/or Synchronized, arranged, recorded, re-recorded, transcribed, modified or edited solely in timed relation with a permitted use. 2. License Grants. Subject to the terms of this Agreement: 2.1 RF Licensed Material. Getty Images grants to Licensee a direct, perpetual, worldwide, non-exclusive, non-sublicensable and non -transferable right, inclusive of mechanical and performing rights (subject only to Section 6.2 below), to use, Edit and Synchronize the RF Licensed Material identified in the invoice, and to Copy and Broadcast the Synchronized RF Licensed Material in the Media, an unlimited number of times, for all purposes other than those explicitly prohibited in Section 3 below. 2.2RM Licensed Material. Getty Images grants to Licensee a non-exclusive, non-sublicensable and non -transferable right to use, Edit and Synchronize the RM Licensed Material identified in the invoice, and to Copy and Broadcast the Synchronized RM Licensed Material, in the Media, strictly in accordance with the use, media, term of use, territory and any other restrictions specified in the Rights and Restrictions and in Section 3 below. Licensee may utilize the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions. Licensee may use the Synchronized RM Licensed Material as part of the Licensee Work (i.e., in -context only) to advertise or promote the Licensee Work, provided that the RM Licensed Material is not separated from the original Licensee Work. Any use of RM Licensed Material apart from the Licensee Work requires a separate license. As further described in Section 5 below, the rights granted herein may be subject to rights held by Collection Societies. 2.3The above license rights may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions, solely as part of such process. 3. License Restrictions. 3.1 Licensee may not: (i) make the Licensed Material available, or sell, license or distribute the Licensee Work, in a way that is intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file; (ii) include the Licensed Material in an electronic template intended to be Copied 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 Licensed Material, or in any "build -it -yourself" media tools; or (iii) use or display the Licensed Material 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 Licensed Material 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. 3.2Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products. 3.3Nothing contained in this Agreement shall be deemed to grant Licensee the right to use any Licensed Material as the theme song for a program or other production or to use the title or lyrics of any Licensed Material separately from the Licensed Material; any such use may only be made upon negotiation and payment to Getty Images of an additional fee. 3.4Licensed Material shall not be incorporated into a logo, trademark or service mark, without obtaining the prior written consent of Getty Images. 3.5Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes. 3.6Licensed Material shall not be used contrary to the Rights and Restrictions. 3.7Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.7 shall excuse Purchaser's obligation to make payment to Getty Images of the License Fee. 3.8Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Licensed Material. 3.9In connection with any permitted Copying or Broadcast of a Licensee Work on a website(s), Licensee shall post terms and conditions on such website(s) that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file. 3.101n connection with any permitted use on any social media platform or other third party website, Licensee's rights to such permitted uses shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement; and in such event, upon Getty Images' request, Licensee shall remove any Licensed Material from such platform or website. 4. Music Credit. If Licensed Material 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]/[Special Collection Reference, if any]/Getty Images" or as otherwise notified by Getty Images. 5. Collection Society Payments. Except as set forth below in Section 6.2 with respect to RF Licensed Material, nothing contained herein shall be deemed to constitute a waiver of any fee which, as a result of the use of the Licensed Material contemplated by this Agreement, shall become due and payable to the relevant Collection Society or Societies. In connection with use of RM Licensed Material, Licensee agrees to submit, and to instruct any third party acquiring rights to the Licensee Work to submit, to all relevant Collection Societies, in any part of the territory in which the Licensee Work is to be Broadcast or reproduced, such filings, including so-called "cue sheets," and further agrees to take such actions as are necessary, in keeping with common industry practice, to enable such Collection Societies to monitor and administer those performing and mechanical rights fees payable to the copyright owners of the Licensed Material embodied in the Licensee Work. Cue sheets and similar filings submitted to Collection Societies must contain complete and accurate information, including the correct Getty Images -specific title generated by the Getty Images Music Cue Sheet Tool available at http://cuesheet.pumpaudio.com (or successor URL). 6. Warranty and Limitation of Liability. 6.1Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) the Licensed Material was not recorded under the jurisdiction of a union or collective bargaining agreement; and (iv) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information. 6.2Notwithstanding Section 5 above, solely with respect to RF Licensed Material, this Agreement shall be deemed to include the direct grant to Licensee of the right to Copy and publicly perform the RF Licensed Material in the territory, and no fee which would otherwise become due and payable as a result of the Copying or public performance of the RF Licensed Material as contemplated by this Agreement shall be due to Getty Images or its contributors, nor shall this Agreement require Licensee to report usage of the RF Licensed Material to any Collection Societies. In furtherance of the foregoing, Getty Images represents and warrants that it holds all rights in RF Licensed Material necessary to issue direct licenses, inclusive of all performing, mechanical or any other similar rights, without need for payment of further royalties to any Collection Society. The foregoing warranty does not extend to: (a) charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a blanket license or other written agreement between Licensee (or such Broadcaster) and a Collection Society; (b) fees to the extent arising from Licensee's use of other musical content together with RF Licensed Material; or (c) 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 RF Licensed Material_ 6.3GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY 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 FOR CERTAIN CATEGORIES OF DAMAGES. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK. 7. Indemnification. 7.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 6.1(ii)-(iv) and 6.2 above, Getty Images shall, subject to the terms of Section 6.3 above and Section 7.3 below, defend, indemnify, and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by Getty Images of its warranties set forth in Section 6.1(ii)-(iv) or 6.2 above. Getty Images shall have no obligation under this Section 7.1 for any Claims that arise out of or are a result of: (i) Licensee's modification of the Licensed Material, where the Claim would not have arisen but for the modification made by Licensee; (ii) the context in which License Material is used in a Licensee Work, where the Claim would not have arisen but for such context (iii) Licensee's failure to comply with the terms of this Agreement; (iv) fees or charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a union or collective bargaining agreement to which Licensee (or such Broadcaster) is a signatory, unless such fees or charges result from breach of Getty Images' representation in Section 6.1(iii) above; or (v) Licensee's continued use of Licensed Material following notice from Getty Images, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right. The foregoing states Getty Images' entire indemnification obligation under this Agreement. 7.2Licensee shall, subject to the terms of Section 7.3 below, defend, indemnify and hold harmless Getty Images and its parent, subsidiaries commonly owned or controlled affiliates, and content providers, and their respective officers, directors and employees, from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement. 7.3The party seeking indemnification pursuant to this Section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may reasonably be requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought. 8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Copying. Without prejudice to Section 6.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption of in any way from its Copying. 9. License Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (I) an amount up to 100% of the License Fee may be credited if the request is received within 7 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the License Fee may be credited if the request is received between 8 and 30 days of receipt of the Licensed Material; in each case an administration fee of US$50 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 9 shall apply to research, lab, service, or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable. 10. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee's and/or Purchaser's Getty Images account. If Licensee fails to pay Getty Images' Invoice in full within the time specified in the Invoice, Getty Images may add a service charge of one -and -one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. 11. Reservation of Rights. All rights which are not expressly granted by Getty Images to Licensee pursuant to this Agreement, including all promotional materials or any other property owned or controlled by Getty Images (including, without limitation, any production hard drive or other music licensing system provided by Getty Images) are specifically reserved by Getty Images. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material. Each hard drive or other system, along with any connection cable or other peripherals provided hereunder, provided to Licensee is the property of Getty Images and is returnable on demand. No use of information and proprietary material contained within a hard drive or other system, including any metadata, sound recordings, sound effects and musical compositions, may be made except in compliance with this Agreement. 12. Miscellaneous Terms_ 12.11 Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Getty Images to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard license fee for the unauthorized use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Getty Images relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the Possession or control of Licensee. 12.2Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Copies or Licensee Works containing Licensed Material to Getty Images, including by providing Getty Images with free of charge access to any pay - walled or otherwise restricted access website or platform where the Licensed Material is Copied or Broadcast. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used outside the scope of the license granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images. 12.3Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of another's right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic and physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment), free of charge, but subject to the other terms and conditions of this Agreement. 12.4Governing 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 the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (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 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 its 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. 12.5Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable. 12.6Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. 12.7Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Getty Images and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern. 12.8Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any). 12.9Licensing Entity. The Getty Images licensing entity under this agreement is determined based on your billing address in accordance with the chart found here. Jacob Mundt From: Karin McDougal Sent: Wednesday, June 3, 2020 8:27 AM To: Ryan Rose; Jacob Mundt Subject: FW: Premium Access Subscription Expiring June 2020 Attachments: Weld County - Gv't Rider - 2June2020.docx Good morning, I am going to approve this Rider and move this forward. However, the language about confidentiality is very broad so would like us to keep the emails that clearly state this agreement will be approved at an open meeting and upload to Tyler. Thanks. Karin Karin McDougal Assistant County Attorney Weld County Attorney's Office 1150 "0" Street Greeley, CO 80631 970-400-4396 STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Tuesday, June 2, 2020 11:44 AM To: Karin McDougal <kmcdougal@weldgov.com> Cc: Jacob Mundt <jmundt@weldgov.com>; Ryan Rose <rrose@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 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 Karin, Please see updated Government Rider with new language. Let me know if this works and I can send over the formal full contract to Jacob for final revision and acceptance. All the best, Robert Burke I Senior Customer Success Manager gettyimages 195 Broadway 10th H, New York, NY 10007 T: 646-613-3649 Robert Burke 1 Account Executive 1 p:+16466133649 From: Karin McDougal <kmcdougal@weldgov.com> Sent: Tuesday, June 2, 2020 12:29 PM To: Robert Burke <Robbie.Burke@gettyimages.com> Cc: Jacob Mundt <Tmundt@weldgov.com>; Ryan Rose <rrose@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 Yes. We usually just reference it in our contracts as C.R.S. 24-72-201, et seq. I have attached a couple of the especially applicable sections. Our courts have definitely taken the position that the presumption is that the records are open and that the exceptions are narrow. Thanks. Karin Karin McDougal Assistant County Attorney Weld County Attorney's Office 1150 "0" Street Greeley, CO 80631 970-400-4396 STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Tuesday, June 2, 2020 7:44 AM To: Karin McDougal <kmcdougal@weldgov.com> Cc: Jacob Mundt <jmundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 2 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 Karin, This is what my legal came back with, See below highlighted in Yellow. "Is there a Colorado law that they could provide requiring such? E.g., is there a Colorado open records law?" Best, Robert Robert Burke I Account Executive p:+16466133649 Vitt" Ing { f From: Robert Burke Sent: Tuesday, June 2, 2020 8:40 AM To: Karin McDougal <kmcdougal@weldgov.com> Cc: Jacob Mundt <jmundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 HI Karin, Thank you for getting back to me so fast. Will shoot over to my legal team and see what we can do, since this is an off the shelf product we typically don't allowing altering of the contract but maybe they will make an exception. Will keep you posted. Robert Burke Senior Customer Success Manager ett.ti m g s 195 Broadway 10th H, New York, NY 10007 T: 646-613-3649 From: Karin McDougal <kmcdougal@weldgov.com> Sent: Monday, June 1, 2020 7:00 PM To: Robert Burke <Robbie.Burke@gettyimages.com> 3 Cc: Jacob Mundt <mundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 Robert, Jake asked me to reach out to you directly. The Government Rider covers most of my concerns. The only remaining issue is the confidentiality of the agreement. As a public entity our agreements have to be approved at an open meeting. We can't agree to keep the contract terms confidential. If that language can be removed, we are good to go forward. Thanks. Karin Karin McDougal Assistant County Attorney Weld County Attorney's Office 1150 "0" Street Greeley, CO 80631 970-400-4396 STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Monday, June 1, 2020 8:51 AM To: Jacob Mundt <Thundt@weldgov.com> Subject: RE: 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, Sounds great. Keep me posted. Robert Burke Senior Customer Succ -'ss M;•: nager gcttyimages 195 Broadway 10th El, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 gettylma FAM 4 ptirmageS2 From: Jacob Mundt <jmundt@weldgov.com> Sent: Monday, June 1, 2020 10:49 AM To: Robert Burke <Robbie.Burke@gettyimages.com> Subject: RE: Premium Access Subscription Expiring June 2020 Thank you, I have passed this along for review. Thanks, -JM From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Monday, June 1, 2020 7:47 AM To: Jacob Mundt <.mundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 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, I just sent over the contract again via DocuSign please ignore the first one that was the wrong contract. the second DocuSign which is the correct year with the attached government rider know what your legal team says. Robert Burke Senior Customer Success Manager ett images 195 Broadway 10th H, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 ttyim 5 Please go with . Hope that verbiage works. Let me f CO 04 From: Robert Burke Sent: Monday, June 1, 2020 8:45 AM To: Jacob Mundt <-mundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 Hi Jacob, Thank you for getting back to let me check with my legal team. Since this is an off the shelf product typically we don't allow alterations of any kind. That being said I think maybe adding a government rider will help with any verbiage your side is having trouble with. Will keep you posted with what my legal team says back. Al the best, Robert Burke Senior Customer Success Manager ttyimages 195 Broadway 10th FI, New York, NY 10007 T: 646-613-3649 From: Jacob Mundt cjmundt@weldgov.com> Sent: Friday, May 29, 2020 5:53 PM To: Robert Burke <Robbie.Burke@gettyimages.com> Cc: Jacob Mundt <jmundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 Hi Robert, Our Legal folks have requested the attached modifications, per standard review. Can you please review and advise? Thanks, -JM From: Jacob Mundt Sent: Tuesday, April 21, 2020 1:36 PM To: Robert Burke <Robbie.Burke@gettyimages.com> Subject: RE: Premium Access Subscription Expiring June 2020 Yes, tomorrow will be fine. Thank you. 6 Thanks, -JM From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Tuesday, April 21, 2020 1:31 PM To: Jacob Mundt <.mundt@weldgov.com> Subject: RE: Premium Access Subscription Expiring June 2020 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, It seems DocuSign isn't working at the moment. My apologies, are you able to connect with me tomorrow so I can formally send over the quote for acceptance? I have attached the Terms and conditions to this email for the contract that you will be entering into but DocuSign just wont let me send anything at the moment my apologies. Sure it will be fixed in the AM. Sorry again. Robert Burke Senior Customer Success Manager gettyimagos 195 Broadway 10th FI, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 ettyim gertytre a tfiCtS From: Jacob Mundt <jmundt@weldgov.com> Sent: Tuesday, April 21, 2020 2:57 PM To: Robert Burke <Robbie.Burke@gettyimages.com> Subject: RE: Premium Access Subscription Expiring June 2020 7 Ah, understood. We will keep the same plan. Signature, I believe. Thanks, -JM From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Tuesday, April 21, 2020 12:56 PM To: Jacob Mundt <jmundt@weldgov.com> Subject: RE: 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, Thank you for getting back to me. These are just the informal quotes. Please confirm the package you are looking to enter into and I can send you over the formal DocuSign with all the legal language and the formal quote for acceptance. Look forward to hearing from you. Robert Burke Senior Customer Success Manager gettyimages 195 Broadway 10th FI, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 t From: Jacob Mundt <jmundt@weldgov.com>a Sent: Tuesday, April 21, 2020 2:41 PM 8 To: Robert Burke <Robbie.Burke@gettyimages.com> Subject: RE: Premium Access Subscription Expiring June 2020 Robert, below there is a reference to an attached agreement, but no attachment on the email. Can you please send the complete terms and the agreement for our legal team to review. (All acceptance of terms is required to have legal review — I am not authorized to accept without this step). "To conclude your purchase of Premium Access, please confirm that you accept the terms specified in the attached Agreement by replying to this email and noting your acceptance." Thanks, -JM From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Friday, April 10, 2020 9:47 AM To: Jacob Mundt <"mundt@weldgov.com> Subject: RE: 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, Thank you for getting back to me. I provided you with your current renewal package and what the next level of downloads above would look like. I would suggest you take a look at the "Elite" content tier if you are looking for more diverse images that more on trend and have higher production value if you are seeking a change to truly stand out in your workspace. Let me know which package you are interested in entering into. Below is your renewal quote and upgrading options. Let me know which plan you wish to move forward with and I can send the formal DocuSign Contact for acceptance. Let me know if you have any questions. Customer service email is Service.na@gettyimages.com Below I've outlined the details of the PREMIUM ACCESS Signature renewal options. Again, the subscription will now be housed on the Getty website (www.gettyimages.co'). All admin features will be the same for all libraries but the choice you'll need to make is in the level of content itself, including whether you'd like to include video or editorial content. I'd recommend doing a few searches using the links below so that you can compare the content. You should be able to see the difference right away, as the Signature and Elite libraries will be more diverse and on -trend. PREMIUM A~C �`^ � ' .E �Available.for all)'; Again, with this new plan, the main differences are: ® Getty gives you unlimited users at no additional cost per user Getty gives you a yearly download cap rather than monthly and is split between all users ® Getty Premium Access Signature and Elite plans allow for video as part of your download cap instead of stills only • Getty's Premium Access Elite plan gives you access to our entire RF library (stills and video) • Getty's Premium Access Elite also has the option to include all Getty wholly -owned editorial images and video for editorial use 9 Other features of Premium Access include: ® Adobe Plug-in - Video overview HERE Download reports Bulk downloading capabilities Collaborative boards that allow you to share read-only or editable versions and comment on each other's choices Industry's best search engine Upfront, Semi-annual, quarterly or monthly billing options available CONTENT LIBRARIES & PRICE Pr u e s... re g eF ,ennt Dear Jacob , This email sets forth the terms and conditions for the Premium Access Agreement ("PA") that you have requested. To conclude your purchase of Premium Access, please confirm that you accept the terms specified in the attached Agreement by replying to this email and noting your acceptance. Quote Details -PA Premium Access Signature Quote/Project name: Agreement Site: Getty Images Email: jmundt@weldgov.com ‘ uote exph 'ati m 2 2 2: Subto tall Quote for: $5,400 Premium Access Signature Content Level: Signature Rights Level: Basic Downloads/year: 1500 Price: 5,400 payable in one installment commencing 6/25/2020 Effective Date: 6/25/2020 Subtotal: $5,400 10 *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. o All of the content you currently have access to on your Thinkstock plan PLUS o Every image available through the iStock site PLUS o Every video clip available through the iStock site o Search and view content using this link: https://www.gettyimages.com/landing/pa-preview/expanded/33062 Clear your cache and cookies between viewing content library links or view them on separate browsers o 2000 downloads per year split between all users (stills/video) Your Discounted Rate: o Access to every single RF still and RF video clip available through Getty, iStock and any of our sister sites o Includes RF assets exclusive to Getty o Includes Getty Premium RF o Option to include all Getty wholly -owned editorial content for editorial use only o Search and view content using this link: nttps]Jwww.gettviraeies.com,'la nding/pa-or•evie/expanded/33625 Clear your cache and cookies between viewing content library links or view them on separate browsers o 750 downloads per year split between all users (stills and video) Your Discounted Rate: Robert Burke Senior Customer Success Manager ettyimages 195 Broadway 10th H, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 etty I P�; 1:11 L� 11 From: Jacob Mundt <lmundt@weldgov.com> Sent: Friday, April 10, 2020 10:14 AM To: Robert Burke <Robbie.Burke©gettyimages.com> Subject: RE: Premium Access Subscription Expiring June 2020 Hi Robbie, Thanks for reaching out. Can you send me a quote to renew at the same level, and the next tier up? I'll review our utilization with the team and see if COVID warrants any increases or not and get back with you on of we should discuss further. Thanks, -JM From: Robert Burke <Robbie.Burke@gettyimages.com> Sent: Friday, April 10, 2020 7:20 AM To: Billing.IT <billing.it@co.weld.co.us> Subject: Premium Access Subscription Expiring June 2020 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. To whom it may concern, Hope all is well on your end. Just wanted to reach out since account is going to trying ensure that you do not lose service and get you set up to renew. Please let me know whom is the best person to contact. Hope you are staying safe. Pleasure, Robert Burke I Senior Customer Success Manager gottyimages 195 Broadway 10th El, New York, NY 10007 T: 646-613-3649 Robert Burke I Account Executive p:+16466133649 z q a 12 S:. pire Oil June -24th 2020, I'm 13 : act Request Ent tInformation EntName* GETTY IMAGES (US), INC 'Contract Name* 2020 GETTY IMAGES EIS EW L Contract Status CTB REVIEW Entity ED 00029295 Contract sc ription RENEWAL OF TERMS FOR 2020 YEAR BEGINNING 6/25 Contract Description Contract Type .. AGREEMENT Amount* $5,400.00 Renewable* Autarmati Grant 10% enewai Department INFORMATION TECHNOLOGY - IS Department Email tilvi- InformationTechnologyGIS pldgov. cone Department Head Email CM-InformationTechnologyGIS- DeptHeadalweldgov. corn County Attorney GENERAL COUNTY Al OR YE MAIL Coun Attorney Email CM - COUNT .:M t ,IEV@WELD GOV.COM if this is a renewal enter previous. Contract ID if this. is pan of a MS4 enter MSA Cot ract ID Contract 1O 3699 Contract Lead l' UNDT Contract Lead Email jni unfit@co. weld. c&_ u. Requested BOCC Agenda Date ',:A J Parent Contract ID equires Board Approval Ia I n b Department Project # Due Date 06/06/2020 Will a work lesson with BOCC be req to r_ e ....k NO Does Contract require Purchasing Dept to be included? ote. the Previous Contract Number and Master Services Agreement N n Chase Contract Dates Effective Date Terminatio.n Notice Period Review Date • /01/202 umber should be left blank if those contracts are not in Renewal Date Committed Delivery Date Expiration Date dif 06f2512021 ntact n rn is -n n actt info Contact Name Contact Tye Contact Email Contact Phone I Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 0610812020 Final Approval BOCC Approved OCC Signed Date SOCC Agenda Date 06/15/2020 Origi nato r JhNDT Finance Approver SET -inancefppt .06,1081204_ 06/08/2020 Le.l Coa nse T :tt Date Legal Counsel ppro eAd Date 06/0812020 yler Re AG 061520 Hello