BOEING IMAGES LICENSING AGREEMENT

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PLEASE READ THIS AGREEMENT CAREFULLY. The following terms and conditions, the Content-specific Order and the Content-Specific Web Page(s) located at WWW.BOEINGIMAGES.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 (hereinafter “Agreement”) between you (hereinafter “You”) and Boeing. By selecting "I Agree" below, or by obtaining, using or paying for 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 OR USE any Content from Boeing.

1. 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. 1.1   "Comp" means a temporary use, rough layout, rough edit or comprehensive rendering of a proposed work.
2. 1.2   "Comp Usage" means the usage of any Content for the creation of a Comp for client review, internal company review or testing for a period not to exceed sixty (60) days.
3. 1.3   "Content" means any images, including any accompanying text, in the form of, without limitation, composites, images, photographs, film or video footage, animations, audio product, or any visual representation regardless of whether the images are obtained via download from BOEINGIMAGES website, delivered via any storage media that is now known or may become known in the future, together with all accompanying metadata and other material generated optically, electronically, digitally or by any other means, including any computer software code, negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent 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.
4. 1.4   "Content-Specific Web Page(s)" means any page(s) located at WWW.BOEINGIMAGES.COM.
5. 1.5   "End Use Work" means the final work product created with the Content as authorized hereunder and further defined in the Order and excluding Comp Usage.
6. 1.6   "Order" means the computer-generated or pre-printed order provided by Boeing that may include, without limitation, the permitted scope of use of the Content selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Content. The Order shall be incorporated by reference into this Agreement and all references to the Agreement shall include the Order.
7. 1.7   "Agreement" means, collectively, the Standard Terms and Conditions (i) herein, (ii) in the Order and (iii) in the Content Specific Web Page(s) applicable to the Content licensed hereunder, all of which are incorporated into this Agreement by reference.
8. 1.8   "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Content and the creation of any derivative work from the Content.
9. 1.9   "Term" means the term specified in the applicable Order, unless earlier terminated as provided herein. 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. Unless otherwise stated in the Order, the license granted hereunder for the applicable Content allows You to use the Content obtained hereunder for the period indicated in the applicable Order issued.
10. 1.10   "Confidential Information" means any pricing, technical, marketing and/or other information that is either designated as confidential by Boeing or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by You.
11. 1.11   "You" means the individual, legal entity or agent entering into this Agreement or any employee or contractor 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.
12. 1.12   For purposes of Sections 4-6 of this Agreement only, "Boeing" includes The Boeing Company, its divisions, subsidiaries, the assignees of each, subcontractors, suppliers and affiliates, and their respective directors, officers, employees and agents.. For purposes of all other Sections of this Agreement, Boeing shall mean Boeing Management Company, a wholly owned subsidiary of The Boeing Company

• 2.   License Grant:

• 2.1   Generally:  Any and all licenses granted by Boeing to You are conditioned upon (i) Your compliance with all provisions of this Agreement, (ii) receipt of full payment by You to Boeing as identified in the applicable Order, and (iii) Boeing’s approval of the End Use Work, including photo layouts, text, web page, etc., script review, rough edit and final program use. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Boeing shall be entitled to pursue all other remedies available under law.
• 2.2   Content Grant:  Subject to the terms and conditions of this Agreement, Boeing grants You a limited, non-exclusive license to use the Content described in the Order for the sole purpose and End Use stated in the Order for the Term stated in the Order. Boeing reserves all rights not specifically granted in this Agreement. All licenses granted are conditioned on. Boeing grants You the right to sublicense solely in connection with the distribution of the End Use, but if you exercise this right, you must warrant to Boeing that the sublicensee can only sublicense or archive any Content to the extent and in the form that such Content is contained in the End Use.
• 2.3   Restrictions:  Your use of the Content is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Order. The 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 (except for transmitting comps digitally or electronically for their review) 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 use specified in the Order.
  You may NOT:
• (I) Sublicense, publish, display, distribute, perform, or use in any way the Content that is not specifically and expressly stated in the Order, including, without limitation, the End Use after the Term.
• (II) Reverse engineer, decompile, translate, or disassemble any part of the Content.
• (III) Copy or reproduce the Content, except as specifically provided in the Order.
• (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 and screensavers, etc. You may contact Imagelicensing@boeing.com to find out about a special license for consumer related products.
• (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.
• 2.4   Ownership:  Boeing retains all right, title and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Content. No rights in any content are granted to You except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using Content shall not entitle You to use any Content except as permitted hereunder. 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. You hereby allow Boeing to use without charge Your End Use Work in displays and presentations for Boeing’s marketing purposes, solely to demonstrate how You have used the Content.
• 2.5   Models:  If any Content featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, You must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.
• 2.6   Comps:  Subject to the terms and conditions of this Agreement (including any applicable Orders and Content Specific Web Pages) Boeing grants You the right to use Comps solely for Your internal evaluation to determine whether You intend to obtain a license for the Content in connection with an End-Use Work. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Content in connection with an End-Use Work. Unless otherwise stated in the applicable Order, the Term of the Comps license is sixty (60) days from the date of download or receipt. You may not copy, distribute, publish, display or otherwise use in any way the Comps after the Term without obtaining an appropriate Content license. If You do not obtain such a license, upon expiration of the Term, You must destroy all copies of the Comps Content.
• 2.7   Contractors/Employees:  Your employees and contractors (if any) may use the Content as necessary to create the End Use as provided in the Order, 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).
• 2.8   Captions:  While efforts have been made to caption the subject matter of the Content, Boeing does not warrant that such information is accurate. In any event, the 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.
• 2.9   Samples:  In the case of film/video footage use of Content, You agree to provide 2 copies of the End Use to Boeing, in VHS or DVD NTSC format.

• 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. 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. Boeing, in its sole discretion, reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee described in the Order for any unauthorized use, in addition to any other fees, damages and penalties Boeing may be entitled to under this Agreement and applicable law. 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 BOEINGIMAGES 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.
• 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 EXCLUSION OF LIABILITIES ABOVE SUCH THAT END USER IS PERMITTED TO PURSUE DAMAGES FOR ANY EXCLUDED CLAIM, THEN IN SUCH EVENT, THE TOTAL LIABILITY OF LICENSOR AND END USER'S SOLE REMEDY AGAINST LICENSOR 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 PAID BY END USER TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

• 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.   Payment Terms

• 7.1   Taxes:  You shall pay all applicable federal, state and local sales or use taxes.
• 7.2   Consideration:  All payments shall be made in U.S. Dollars. All consideration for the use of any Content shall be described in the Order. All consideration is due and payable upon Your receipt of the Content. Consideration for Content in the form of footage/video is based on the final footage used in the End Use Work and will be charged at the rates indicated in the Order. Upon completion of the End Use Work, You shall provide written confirmation to Boeing of the actual quantity and description of footage used. In the event You fail to provide this information, You shall pay for the total quantity of footage provided at the license fee rate indicated in the Order. Consideration for Content in the form of photographs is based on the rights granted, the quantity, the format, and Your End Use Work. You have no obligation to use any Content, and You will be nonetheless obligated to pay the consideration specified in the Order. If You fail to return Content in the form of footage/video as required in this Agreement, You shall pay a no-return fee of $5,000 and if You fail to return Content in the form of photographs, You shall pay a no-return fee of $500.
• 7.3   Cancellation Fee:  If You request in writing to cancel this Agreement within five (5) business days of the date of the Order date and You have not used such Content, Boeing may cancel this Agreement and issue a credit to Your account or credit card equal to one hundred percent (100%) of the license fee minus a cancellation fee that will be charged at Boeing’s standard rate of 50% of the cost of the license fee. There are no cancellations after five (5) business days.
• 7.4   Interest:  If Boeing does not receive the total amounts due hereunder by the due date, You shall pay interest on all outstanding amounts from the date the amount was due until the full amount is received by Boeing. Interest shall be calculated at an annual rate of (i) ten percent (10%), or (ii) two percent (2%) over the published prime rate of the United States Federal Reserve Board, whichever is greater. You agree to reimburse Boeing for all collection expenses incurred by Boeing, including, without limitation, agency fees, attorneys' fees and costs. Boeing is entitled to receive the amounts provided for herein in addition to any other rights or remedies available to Boeing with respect to Your breach of Your obligations under this Agreement.
• 7.5   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. Receiving credit is a material aspect of the Agreement for Boeing, and in editorial/commercial uses of Content, You agree to pay triple the Order amount if You do not provide such proper credit and copyright notice. For commercial uses, You agree to pay double the Order if You fail to include the credit described above when such crediting is customary and appropriate.

• 8.   Storage of Content

• 8.1   In producing any End Use Work authorized hereunder, 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. You may not store any Content downloaded from BOEINGIMAGES for more than 30 days after download (whether in hard copy or electronic form delivered on any media) without written consent from BOEINGIMAGES, which may be given subject to additional terms (including but not limited to the payment of additional fees).
• 8.2   You agree that Boeing and its agents may have access to any location at which you access BOEINGIMAGES or store any Content at any time during business hours to verify that you have complied with your obligations under this Agreement. This verification will occur not more than twice per calendar year unless Boeing has reasonable grounds for suspecting that you are in breach of this Agreement. During such verification Boeing shall make every effort not to cause undue inconvenience to your business operations and will comply with your reasonable requirements relating to security and confidentiality.
• 8.3   Upon termination and/or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy any digital copies, except that You may retain one copy of the permitted work You created incorporating the Content solely as necessary for archival purposes.
• 8.4   RETURN OF MATERIALS: Upon completion of the End Use Work, You shall return all Content to Boeing at Your expense and destroy all electronic copies of the Content created by You. Under no circumstances may You retain any copies of Content other than copies of Content embodied in the End Use Work.

• 9.   Term/Termination

• 9.1   Term:  The Term and your rights and obligations under this Agreement will take effect from the date on which Boeing confirms acceptance of Your Order Form and notifies You that You may use the Content.
• 9.2   Termination:  Boeing may terminate this Agreement and your access to BOEINGIMAGES immediately upon notice if You fail to perform Your obligations under this Agreement, including, without limitation, non-payment. In addition, Boeing may terminate this Agreement for any reason or no reason, in its sole discretion, by giving You ten (10) days notice. Within ten (10) days of such notice, You will (a) return all Content furnished by Boeing and destroy all copies of the Content and End Use; and (b) certify to Boeing that all copies of Content and End Use have been returned or destroyed.

• 10.   Miscellaneous

• 10.1   Notices:  Notices under this Agreement shall be in English and shall be given in writing and delivered by (i) registered or certified U.S. mail, or (ii) facsimile with a confirmation sent by first class U.S. mail, to the address provided in the applicable order documentation. Notice shall be deemed to have been given on earlier of the day received or five (5) days following transmittal.
• 10.2   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.
• 10.3   Survival:  Sections 4, 5, 6, 7, 8, 9, and 10 shall survive termination or expiration of the Agreement.
• 10.4   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.
• 10.5   Trademark:  You shall not use (i) the trade name "BOEING"; or (ii) 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, without the prior written consent of Boeing.
• 10.6   Confidentiality:  During the Term of this Agreement, Boeing may provide You with certain Confidential Information. You acknowledge that such Confidential Information encompasses valuable trade secrets and is proprietary to Boeing. You agree that You will maintain the confidentiality of any Confidential Information that Boeing may provide to You, and You shall not use or disclose the same without the prior written consent of Boeing.
• 10.7   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, and 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.
• 10.8   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.
• 10.9   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.
• 10.10   Entire Agreement and Assent:  This Agreement, including the Order, contains all the terms of the Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or Your other communication, the terms of this Agreement shall govern.

Boeing Administrative Address:
Boeing Business Services Company
P.O. Box 3707 MC 14-84
Seattle, WA 98124-2207
Attn: Image Licensing Specialist
Phone: (206) 662-0853
Fax: (206) 655-1320
E-mail: Imagelicensing@boeing.com

Boeing Courier Address:
Boeing Business Services Company
7755 East Marginal Way South MC 14-84
Seattle, WA 98108
Attn: Image Licensing Specialist
Phone: (206) 662-0853
Fax: (206) 655-1320
E-mail: Imagelicensing@boeing.com