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HomeMy WebLinkAbout5D Robotics; 2014-09-17;City of Carisbad Communications Department Agreement for Photo and Video Licensing THIS AGREEMENT is made and entered into as of the If"^ day of ^^etnhCjir lOitt, by and between the CITY OF CARLSBAD, a municipal corporation, CCity''), and 5D Robotics, a corporation, ("Licensee") collectively referred to herein as "Parties" and each individually as a "Party" hereto, who mutually agree to the tenns and conditions of this License Agreement. The City Of Carisbad owns a number of photographic images and video footage, including the copyrights therein collectively refen-ed to as ("City of Carisbad Images"); and Licensee wishes to obtain limited rights to use The City of Carisbad Images or The City of Carisbad Video Footage for the purposes indicated below. The City of Carisbad is willing to permit that use subject to the following tenns and conditions. 1. DEFINITIONS 1.1 "Licensed Material" means the City of Carisbad Images consisting of those still photographic images or video footage identified in Exhibit A. Any reference in this Agreement to the Licensed Material is to each image or video within the Licensed Material and also to the Licensed Material as a whole. 1.2 "Licensed Use" means the use described in Exhibit B, including limitations to the enumerated and described instances of use. 2. GRANT OF RIGHTS 2.1 The City of Carisbad grants Licensee a nonexclusive, non-transferrable and non sub-licensable license right to use the Licensed Material, solely for the Licensed Use, and subject to all restrictions specified in this Agreement. 2.2 The rights granted to Licensee by the City of Carisbad and obtained by Licensee as a result of or in connection with this Agreement are limited use license rights only, and nothing in this Agreement assigns any or all of the City of Carisbad's ownership rights in the Licensed Material. 3. USE OF THE LICENSED MATERIAL 3.1 The rights granted under this Agreement are limited to the Licensed Use. Licensee represents that any actual or ultimate product incorporating the Licensed Material will be a faithful rendition of use approved by the City of Carisbad. 3.2 Licensee [may crop Licensed Material, provided that the editorial integrity of the Licensed Material is not compromised, but] may not, under any circumstances, [othenvise] rotate, alter, change, or tamper with Licensed Material without the City of Carisbad's express written permission. 3.3 To the extent that the Licensed Material includes any caption, description or other textual information, the City of Carisbad does not warrant that any such information is accurate. 3.3 To the extent that the Licensed Material includes any caption, description or other textual information, the City of Carisbad does not warrant that any such infonnation is accurate. 3.4 The City of Carlsbad's trademarics, logos, and service marks, are and will remain the sole property of the City of Carisbad. Nothing in this Agreement confers upon Licensee any right of ownership in the City of Carisbad's trademari<s, logos, or service mari<s. 3.5 In partial consideration for the license conveyed hereby, Licensee agrees not to, directly or indirectly, challenge, contest, impair, or invalidate the City of Carisbad's rights in any of the City of Carisbad Images as they relate to the Licensed Use. 3.6 Licensee agrees to indude the following credit line adjacent to the Licensed Material: "© [Year of first publication, The City of Carlsbad]." 3.7 Licensee must immediately notify the City of Carisbad if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee or is wrongfully using the Licensed Material, in whole or in part, or is violating any of the City of Carlsbad's intellectual property rights. PROHIBITED USES 4.1 Licensee may not at any time: (a) Use Licensed Material for any commercial, promotional, advertising, or merchandising use, unless the City of Carlsbad has granted additional rights as specifically set out in Exhibit B; (b) Use any colorable imitation of any Licensed Material, or any variant form of any Licensed Material not specifically approved; (c) Incorporate Licensed Material into a logo, trademaric, or service mark; (d) Make Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract Licensed Material; (e) Take any action that would bring Licensed Material into public disrepute including use of Licensed Material for any pornographic, defamatory, or othenwise unlawful use, whether directly or in context or juxtaposition with specific subject matter; or (f) Make any claim or indicafion that the City of Carisbad endorses Licensee's products or services or portray itself as an agent, servant, or employee of the City of Carisbad. 4.2 The Licensed Uses may not depict or imply endorsement of: (a) Partisan political activity; (b) Alcohol; (c) Illegal drugs; (d) Gambling products; (e) Tobacco products; (f) Firearms or other weapons; (g) Racist, sexist, hateful, demeaning or degrading language or statements; (h) Profanity; (i) Sexual acts; (j) Statements impugning other municipalities. 5. COMPENSATION 5.1 Licensee shall acknowledge the City of Carisbad when using the Licensed Material with a graphic stating "courtesy City of Carisbad" as a condition precedent to the City of Carlsbad granting the rights to use the Licensed Material under this Agreement. Footage shall be used to promote economic development in the City of Carisbad. 5.2 Licensee must provide the City of Carlsbad with one copy, best edition, of the work containing Licensed Material at no charge upon complefion of that work. 6. DISCLAIMERS. UMtTATtON OF UABIUTY. AND INDEMNIFICATION 6.1 The City of Carisbad represents that it, according to its infomiafion and belief, has all necessary rights and authority to enter into and perform this License Agreement. Except as to the City of Carlsbad's own copyrights or trademarks, the City of Carlsbad has not obtained any pennissions, licenses, or releases for the use of any names, likenesses, trademari<s, service marics, logos, or works of authorship depicted in the Licensed Material and Licensee is solely responsible for determining what other, if any, permissions, licenses, or releases are necessary for the Licensed Use. 6.2 The City of Carlsbad makes no other representations or warranties, express or implied, as to the Licensed Material, including, without limitafion, any implied warranties of merchantability or fitness for a particular purpose. The City of Carisbad will not be liable for any punitive, special, indirect, consequential, or incidental damages, or any other damages, costs, or losses arising out of this Agreement, even if the City of Carisbad has been advised of the possibility of such damages, costs, or losses. 6.3 Licensee must defend, indemnify, and hold the City of Carisbad and their respective agents, officers, and employees harmless from all damages, liabilifies, and expenses (including reasonable attorneys' fees) arising out of or as a result of claims by Uiird parties relafing to: (a) Licensee's use of any Licensed Material outside the scope of this License Agreement; (b) Any other actual or alleged breach by Licensee of this License Agreement; or (c) Licensee's failure to obtain any required permission, license, or release. 7. TERM AND TERMINATION 7.1 The term of this License Agreement is set out in Exhibit B, unless terminated eariier under this Article 7. 7.2 This License Agreement and all rights granted under this License Agreement will automafically terminate without notice from the City of Carisbad if Licensee: (a) Breaches any term of this License Agreement and fails to remedy the breach within 30 days of receiving written notice of the breach from the City of Carlsbad; (b) Attempts to assign, sublicense, transfer, or othenwise convey rights under this License Agreement, without first obtaining the City of Carisbad's written consents, any of the rights granted to Licensee under this Agreement; (c) Uses the Licensed Material in a manner in violation of, or othenwise inconsistent with, the restrictions imposed by or in connection with Articte 3 of this License Agreement; or (d) Uses the Licensed Material in a manner not expressly permitted by this License Agreement. 7.3 All rights granted by this License Agreement, including, without limitation. Licensee's right to use the Licensed Material, will expire upon termination of this License Agreement, and upon termination Licensee must immediately cease and desist from all use of the Licensed Material. 8. GENERAL PROVISIONS 8.1 Relationship of the Parties. Nothing contained in this License Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties shall at all time be that of independent contractors. Neither Party shall have authority to contract for or bind the other in any manner whatsoever. The Agreement confers no rights upon either Party except those expressly granted herein. 8.2 Notices. Nofices or other communications required by this Agreement will be sufficiently made or given if mailed by certified First Class United States mail, postage pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when the can-ier maintains receipt or record of delivery, addressed to the address stated below, or to the last address specified in writing by the intended recipient. If to the City of Carisbad: Name:Val Brown/ Kristina Ray Title: Video Production Manager/Communication Manager Address: 1200 Carisbad Village Drive, Carisbad, CA 92008 Telephone: 760-434-2854/670-434-2957 Email: Val.BrownOcarlsbadca.qov: Kristina.Ray@carlsbadca.gov If to Licensee: Name: J^°^i^^^t^"%V'uf Title: ^.fj^/ c^^.,|,^|p«U) SUITI. 11^ Address: c^<^^^ ,-<>cr -e',c3(^ c c-sP^ Telephone: -^(bD - ^oibo^cVC^>^ Email: D 5l^U E ^^iVn l^o^ C^o . C K^^i^L^^ cy 8.3 Assignment. This Agreement, with the rights and privileges it creates, is assignable only with the written consent of both Parties. 8.4 Governing Lav\;. The Agreement shall be construed in accordance with, and all disputes hereunder, shall be governed by the laws of the State of California. 8.5 Jurisdictions and Venue. The California state courts of San Diego County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District California) shall have exclusive jurisdiction and venue over any dispute arising out of the Agreement, and Licensee hereby consents to the jurisdicfion of such courts. 8.6 Headings. Headings are solely for convenience of reference and are not part of, and may not be used to construe, this Agreement. 8.7 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A waiver of any breach of this Agreement does not waive any other breach of the same or other provision of this Agreement. A waiver is not effective unless made in writing. 8.8 Entire Agreement. This Agreement contains the entire understanding of the Parties as to the Licensed Marks, and supersedes all other written and oral agreements between the Parties as to the Licensed Marks. This Agreement may be modified only by a written amendment signed by Wie Parfies. 8.9 Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.0 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Licensee each represent and warrant that they have the legal power, right and actual authority to bind Licensee r to Uie tenns and conditions of fiiis Agreement. LICENSEE CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) _ loyor or Division Director as authorized by the City Manager Kristina Ray Communications Manager (print name/tifie) ATTEST: By: (sign here) (print name/title) SARBARA B City Clerk If required by City, proper notarial acknowledgment of execufion by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Grouip; Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or /Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: orney Assistant City Attorney Exhibit A Licensed Material B-roll footage of 5-D Robofics recorded May 2013. Video includes SDRobofics CEO David Luemmer, David and Regan Rowe and staff. Images include product demonstrafion, staff working and David Bruemmer in the community. Exhibit B Licensed Use Type of Use: promofion of business in the City of Carisbad Medium: web, television tr- i v. M Work- oromotion of economic development in the City of Carlsbaa „r«r««to DescripITon of woric and Intended Use: images may be used in matenals designed to promote economic development in the City of Carisbad Durafion: 5 years Specific Restrictions: footage may not be sold