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HomeMy WebLinkAboutVIASAT; 2014-12-22;City of Carlsbad Agreement for Photo and Video Licensing VIASAT THIS AGREEMENT is made and entered into as of the c^<^^^ day of 7)<er!^gm^<St^, 2014, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and VIASAT, a Delaware Corporation, ("Licensee") collectively referred to herein as "Parties" and each individually as a "Party" hereto, who mutually agree to the ternis and conditions of this License Agreement. The City of Carlsbad owns a number of photographic images and video footage, including the copyrights therein collectively referred to as ("City of Carlsbad Images"); and Licensee wishes to obtain limited rights to use the City of Carlsbad Images for the purposes indicated below. The City of Carlsbad is willing to pennit that use subject to the following tenns and conditions. 1. DEFINiTIONS 1.1 "Licensed Material" means the City of Carlsbad 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 Carlsbad 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 Carlsbad 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 may not, under any circumstances, 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 infonnation is accurate. 3.4 The City of Carisbad's trademarics, logos, and service marics, are and will remain the sole property ofthe City of Carisbad. Nothing in this Agreement confers upon Licensee any right of ownership in the City of Carisbad's trademarks, logos, or service marks. 3.5 In partial consideration forthe license conveyed hereby. Licensee agrees not to, directly or indirectly, challenge, contest, impair, or invalidate the City of Carisbad's rights In any ofthe City of Carisbad Images as they relate to the Licensed Use. 3.6 Licensee agrees to include the following credit line adjacent to the Licensed Material: "© [Year of first publication, courtesy 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 Carisbad's intellectual property rights. PROHIBITED USES 4.1 Licensee may not at any time: (a) Use Licensed Material forany commercial, promotional, advertising, or merchandising use, unless the City of Carisbad 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, trademark, 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 otherwise unlawful use, whether directly or in context or juxtaposition with specific subject matter; or (f) Make any claim or indication 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. COMPENSATION 5.1 Licensee shall acknowledge the City of Carisbad when using the Licensed Material with a graphic stating "© year of first publication, courtesy City of Carisbad" as a condition precedent to the City of Carisbad 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 Ifthe licensed material is incorporated into another work. Licensee must provide the City of Carisbad with one copy, best edition (hi res .mov file), ofthe work containing Licensed Material at no charge upon completion of that work. 6. DISCLAIMERS. LIMITATION OF LIABILITY. AND INDEMNIFICATION 6.1 The City of Carisbad represents that it, according to its information and belief, has all necessary rights and authority to enter into and perform this License Agreement. Except as to the City of Carisbad's own copyrights or trademarks, the City of Carisbad has not obtained any permissions, licenses, or releases for the use of any names, likenesses, trademarks, service marks, 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 Carisbad makes no other representations or warranties, express or implied, as to the Licensed Material, including, without limitation, 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 ofthis 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, liabilities, and expenses (including reasonable attorneys' fees) arising out of or as a result of claims by third parties relating to: (a) Licensee's use of any Licensed Material outside the scope ofthis License Agreement; (b) Any other actual or alleged breach by Licensee ofthis 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 automatically 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 ofthe breach from the City of Carisbad; (b) Attempts to assign, sublicense, transfer, or otherwise 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 otherwise inconsistent with, the restrictions imposed by or in connection with Article 3 ofthis 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 ofthis License Agreement, and upon termination Licensee must immediately cease and desist from all use ofthe Licensed Material. 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. Notices 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 carrier 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 Carlsbad: Name: Tina Ray Title: communication Manager Address: 1200 Carisbad Village Drive, Carisbad, CA 92008 Telephone: 760-434-2957 Email: Kristina.Rav@carlsbadca.qov If to Licensee: Name: Bruce Rowe Title: Director, Public Relations Address:6155 El Camino Real, Carlsbad, CA 92009-1699 Telephone: 760-476-2505 Emaii:bruce.rowe@viasat.com 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 Law. 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 ofthe Agreement, and Licensee hereby consents to the jurisdiction 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. 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 the Parties. 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 to the terms and conditions of this Agreement. LICENSEE CITY OF CARLSBAD, a municipal corporation of the State of California (sian here) , (print name/title) By: L L ^ / , (sign here) By: Managgrjjr Mayor or Division Director iTauthorized by the City Manager Gary Barberio ATTEST: BARBARA lARBARA ENGL^S^N (print name/title) If required by City, proper notarial acknowledgment of execution by licensee must be attached, jf a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B 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: CELIA A. BR^ER, City Attorroey istant City Attorney Exhibit A Licensed Material Footage of ViaSat building - interiors and exteriors Staff working at desks and in the plant Staff in meetings Informal gathering at the coffee house with CEO Mark Dankberg and staff Staff riding bikes between buildings Staff riding bike to work, at work (Kevin Hunter) Staff at work, after work and on the beach (Melissa Horning) Staff playing volleyball and basketball Staff eating lunch EV charging station - cars and staff ViaSat Satellite equipment National Manufacturing Day - people on tours, equipment demonstrations, building exteriors, monitors, ViaSat and City of Carisbad staff, community members, presentations Exhibit B Licensed Use Type of Use: promotion of business in the City of Carisbad Medium: web, social media, television Work: promotion of economic development in the City of Carisbad Description of Work and Intended Use: images may be used in materials designed to promote economic development in the City of Carisbad Duration: 5 years Specific Restrictions: footage may not be sold