PLEASE READ THIS AGREEMENT CAREFULLY. The following terms and conditions, and the Content- Specific Web Page(s) located at http://www.cdam.boeing.com applicable to the licensed Content (if any), collectively govern YOUR access and use of all Content available from Boeing, and constitute a binding Agreement between {name of company/state of incorporation/contact information} (“You”) and The Boeing Company, a Delaware Corporation, with offices at 100 N. Riverside, Chicago, IL 60606 (“ Boeing”). By selecting "I Agree" below, or by obtaining, taking delivery, or using any Content from Boeing, You agree to be bound by and comply with all of the terms of this Agreement. If you DO NOT AGREE with any of the applicable terms or conditions, DO NOT OBTAIN, TAKE DELIVERY OR USE any Content from Boeing.
1. Definitions. All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this Article 1 – Definitions, and elsewhere in these terms and conditions:
1.1 "Content" means any images, including any accompanying text, in the form of, without limitation, composites, images, photographs, illustrations, film or video footage, animations, audio product, or any visual representation regardless of whether the images are obtained via download from BOEING.MEDIAROOM website, delivered via any storage media made available by Boeing, together with all accompanying metadata and other material generated optically, electronically, digitally or by any other means, negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, or other intellectual property right, which is licensed to You by Boeing under the terms of this Agreement. Any reference in this Agreement to the Content shall be to each individual item within the Content and also to the Content taken as a whole.
1.2 "Content-Specific Web Page(s)" means any page(s) located at http://www.cdam.boeing.com.
1.3 “End Use” means use of the Content for the sole purpose of news reporting and editorial commentary or for internal communications, provided such use is on a non-commercial basis.
1.4 "End Use Work" means the final work product created with the Content as authorized hereunder.
1.5 "Agreement" means, collectively, the Standard Terms and Conditions (i) herein and (ii) in the Content Specific Web Page(s) applicable to the Content licensed hereunder, all of which are incorporated into this Agreement by reference.
1.6 "Reproduce" mean any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means.
1.7 "Term" means with respect to this Agreement, the Term shall end on the earlier to occur of (i) termination or cancellation of this Agreement as provided herein or (ii) the expiration of this Agreement.
1.8 "You" means the individual, legal entity or agent entering into this Agreement or any employee or contractor on behalf of such individual, legal entity or agent that edits, manipulates or modifies the Content or is otherwise directly involved in the creative process including, but not limited to, photo or film researchers, editors, photographers, art directors or designers. You shall only use the Content in accordance with the terms of this Agreement.
2. License Grant:
2.1 License Grant: Subject to the terms and conditions of this Agreement, Boeing grants You a limited, non-exclusive license to use the Content for the sole purpose of the End Use for the Term. Boeing reserves all rights not specifically granted in this Agreement.
2.2 Restrictions: Your use of the Content is strictly limited by the terms of this Agreement. Other than the End Use Work, Content may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system and may not be sold or sublicensed alone or as part of any product. You may use the Content in any production process that may be necessary for the intended End Use specified in the Agreement.
You may NOT:
(I) Sublicense, publish, display, distribute, perform, or use in any way the Content that is not specifically and expressly stated in this Agreement, including, without limitation, the End Use Work after the Term.
(II) Reverse engineer, decompile, translate, or disassemble any part of the Content.
(III) Copy or Reproduce the Content, except as incorporated into the End Use.
(IV) Remove any copyright, trademark, watermark or other notice from any place where it appears on the Content.
(V) Use the Content, or any part of the Content, as part of a trademark, service mark, or logo.
(VI) Use the Content to compete with BOEINGIMAGES. BOEINGIMAGES is in the business of licensing Content to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.
(VII) Use the Content in any downloadable format intended for multiple distribution including, without limitation, website templates, software products, e-greetings, mobile ringtones, mobile device apps and screensavers, etc.
(VIII) Assign, sell, rent, loan, give or otherwise transfer any Content or rights to the Content, except as provided herein.
(IX) Use Content in pornographic, defamatory or otherwise unlawful End Use, including without limitation violating any person’s right of privacy, publicity or moral rights, or to infringing upon any copyright, trade name or trademark of any person or entity. This unauthorized use is prohibited whether directly or in context or juxtaposition with specific subject matter.
2.3 Ownership: Boeing retains all right, title and interest in and to all of the copyrights, patent rights, trademarks and all other proprietary rights in the Content. No other rights in any Content are granted to You except for the limited license specified in this Agreement. You do not acquire, and shall not claim, any rights (trademark, copyright or otherwise) in the Content itself apart from the End Use. You do not acquire any copyright ownership or equivalent rights in or to any Content or any other property of Boeing as a result of any license Boeing grants to You. Nothing contained herein shall constitute a license to use any third party rights embedded or contained in the Content.
2.4 No Rights of Publicity: No rights of publicity are granted under this Agreement. The acquisition of all rights to use the persona (image, voice, mannerisms, etc.) of any individual is Your sole responsibility.
2.5 Contractors/Employees: Your employees and contractors (if any) may use the Content as necessary to create the End Use Work, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that You remain jointly and severally liable for any breach of the terms of this Agreement by such employee(s) an/or contractor(s).
2.6 Captions: Boeing does not warrant that captions or information contained in the captions is accurate. Captions do not affect the scope or interpretation of the language of any provision, which language shall control in the case of any conflict with any caption.
3. Unauthorized Use
You do not acquire, and shall not claim, any rights (trademark, copyright or otherwise) in the Content itself apart from the End Use Work. Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle Boeing to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. The foregoing is not a limiting statement of Boeing’s rights or remedies in connection with any unauthorized use of the Content or breach of the Agreement.
4. WARRANTY, DISCLAIMER, and EXCLUSION OF LIABILITY
4.1 Warranty: NEITHER BOEING NOR ANY OF ITS EMPLOYEES WARRANT THAT BOEING AND THE http://www.cdam.boeing.com WEBSITE WILL BE UNITERRUPTED OR ERROR FREE. BOEING MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY AS TO THE SCOPE OR VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR THAT YOUR USE OF THE CONTENT SHALL BE FREE FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS HELD BY THIRD PARTIES. BOEING INCURS NO OBLIGATION OR LIABILITY FOR BRINGING ACTIONS AGAINST THIRD PARTIES FOR ALLEGED INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT WITHIN THE SCOPE OF THIS AGREEMENT OR FOR DEFENDING YOU AGAINST THE SAME.
4.2 DISCLAIMER AND RELEASE. THE WARRANTIES, CONDITIONS, REPRESENTATIONS, OBLIGATIONS AND LIABILITIES OF BOEING AND YOUR REMEDIES SET FORTH IN THIS AGREEMENT, ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND YOU HEREBY WAIVE, RELEASE AND RENOUNCE ALL OTHER WARRANTIES AND OTHER OBLIGATIONS AND LIABILITIES OF BOEING, AND ANY OTHER RIGHTS, CLAIMS AND YOUR REMEDIES AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN ANY CONTENT OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING;
D) ANY WARRANTY OF NON-INFRINGEMENT;
AND
E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY OF YOUR PROPERTY, INCLUDING WITHOUT LIMITATION ANY END USE WORK.
4.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES: BOEING SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN ANY CONTENT OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT.
5. LIMITATIONS OF REMEDIES.
IF A COURT OR ANY PERSON WITH AUTHORITY TO AWARD ANY RELIEF OR DAMAGES ARISING OUT OF THIS AGREEMENT STRIKES ANY PROVISION OF THE DISCLAIMERS OR EXCLUSION OF LIABILITIES ABOVE SUCH THAT YOU ARE PERMITTED TO PURSUE DAMAGES FOR ANY EXCLUDED CLAIM, THEN IN SUCH EVENT, THE TOTAL LIABILITY OF BOEING AND YOUR SOLE REMEDY AGAINST BOEING FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF GENERAL MONEY DAMAGES NOT EXCEEDING THE AMOUNT OF ONE THOUSAND DOLLARS (US$1,000.00) AND THE PARTIES AGREE THAT SUCH LIQUIDATED DAMAGES REPRESENT A FAIR, REASONABLE AND APPROPRIATE ESTIMATE OF ANY SUCH DAMAGES.
6. Indemnification
You shall indemnify, defend and hold harmless Boeing from and against all claims and liabilities arising out of or related to this Agreement or to the use of the Content or the rights, information, products and/or services licensed, granted or provided under this Agreement, whether or not arising in tort or occasioned by the negligence of Boeing, including costs, expenses and attorneys' fees, arising out of or related to (i) injury to or death of any person or persons, including employees, but not employees of Boeing; or (ii) loss of or damage to any property; and (iii) successfully establishing the right to indemnification.
7 Credit Lines for Content Use: In the case of Content for photo uses, You shall include a copyright notice adjacent to the Content (in the format: “Copyright © Boeing”) and with each publicly distributed End Use Work. In the case of Content in the form of footage, You shall acknowledge Boeing in the production, and on-screen credits (in the format “The Boeing Company”) equal in all respects to any credit accorded to any other provider of comparable services.
8 Trademark: No trademark license is granted under this Agreement. Any and all rights to use the trademarks and/or service marks owned or claimed by Boeing are hereby excluded from this Agreement and reserved to Boeing, except for the incidental capture of Boeing trademarks and/or service marks in the Content, and subsequent use of such imagery, as part of the End Use Work. You shall not use any of the following without the prior written authorization of BOEING: (i) the trade name "BOEING"; (ii) the Boeing Logo (symbol and wordmark), (iii) any trademark owned by The Boeing Company; and (iv) any trade name, trademark, service mark or domain name that BOEING determines to be confusingly similar to a Boeing trademark, service mark or domain name, or any portion thereof.
9 Storage of Content:
a. You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use Work.
b. Upon termination and/or expiration of the Term of this Agreement, You shall cease use of all Content and promptly delete or destroy any digital copies, except that You may retain one copy of the permitted End Use Work You created incorporating the Content solely as necessary for archival purposes.
10 Term/Termination:
a. Term: This Agreement will take effect from the date on which Boeing accepts the Agreement and makes the Content available to You.
b. Termination: This Agreement terminates immediately and without the need for notice if You breach Your obligations under this Agreement. In addition, Boeing may terminate this Agreement at any time, in its sole discretion, by written notice to You with immediate effect.
11 Miscellaneous:
11.1 Governing Law: This Agreement is governed by the laws of the State of Washington, without reference to its choice of law principles. The provisions of the U.N. Convention on Contracts for the International Sale of Goods, as amended, shall not apply. You consent to the exclusive jurisdiction of the courts located in King County, Washington, in connection with any action or proceeding related to this Agreement.
11.2 Survival: The terms and conditions of this Agreement regarding rights, obligations, duties, including without limitation, warranties, disclaimers, liability, indemnification and any other terms that may reasonably be interpreted or construed as surviving expiration or termination of Agreement, shall survive the termination or expiration of this Agreement and continue in effect.
11.3 Export: You agree to comply with all applicable laws, regulations, rules and other requirements, now or hereafter in effect, of any applicable governmental authority, including the U.S. Export Administration Regulations. You warrant that neither You nor any of Your employees is (i) a national of or maintains citizenship in a prohibited country; or (ii) a prohibited person as classified on any lists provided by any U.S. government agency.
11.4 Protection: If use of Content is permitted on the Internet, or any other online or interactive media, You shall use Your best efforts to protect the Content to ensure that it cannot be copied. You may not make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file. In the case of Content in the form of footage, You shall ensure that it remains in the linear production for which it was licensed and cannot be digitally streamed over the Internet or downloadable to any mobile device, or searched by shot and downloaded in broadcast or substantially comparable quality.
11.5 Excusable Delay: Neither party shall be liable for, and is excused from, any failure to deliver or perform, or for delays in delivery or performance, due to causes beyond its reasonable control, including, but not limited to, acts of nature, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of its suppliers or subcontractors, or natural disasters.
11.6 Non-Waiver/Severability: The failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of the provision. If any provision of this Agreement is held unlawful or otherwise ineffective, in whole or in part, by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect; and the provision modified, or the Agreement interpreted to the maximum extent permitted, to effectuate the original intent and purpose of the parties.
11.7 Entire Agreement and Assent: The parties acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. This Agreement constitutes the complete and exclusive written expression of the terms of the agreement between the parties and supersedes all prior or contemporaneous proposals, understandings, representations, conditions, warranties, covenants and all other communications between the parties relating to the subject matter of this Agreement, whether oral or written. This Agreement may be amended only by a written amendment duly executed by the authorized representatives of both parties.