Photography and Video License

VON KELLER FOUNDATION (VKF) PHOTOGRAPHY AND VIDEO PERMISSION AGREEMENT

You have been given access to a file containing an image, media, infographic, material, or video (“Content”) owned or licensed by the VKF Archive. The following terms and conditions govern your access and use of the Content and constitute a binding agreement between you and the VKF Archive. “You” for purposes of this Agreement is either the individual downloading or receiving the Content or, if you are entering into this Agreement on behalf of or for the benefit of your employer, or as an agent for a principal, then such employer or principal as well. BY OBTAINING OR USING THE CONTENT FROM THE Von Keller Foundation ARCHIVE, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT.

PERMITTED USE:

Subject to the terms of this Agreement, you may use, copy and distribute the Content, solely for a one- time Approved Use, as such use is designated by the Von Keller Foundation Archive’s Digital Asset Management System or in writing from the Von Keller Foundation Archive. Unless otherwise restricted under the Approved Use, Content may be (a) reproduced either in its entirety or in excerpted form and be used for editorial use within Your editorial products (i.e., video news stories, books, websites, print articles etc.) and (b) transmitted, distributed, publicly performed and displayed anywhere in the world as part of your editorial products by Internet, satellite or other means of distribution (whether now known or hereinafter developed), including broadcast, cablecast, microwave, web cast, display in web content, radio, print or other information distribution systems.

RESTRICTIONS:

· You may not sell or otherwise distribute the Content as a standalone product for a fee. Your right to use the Content is non-transferable, and may not be traded, sublicensed, sold or otherwise transferred, except that the Content may be transferred as part of normal distribution of the editorial product. This is a single use license; any future use will require separate permission. You may not remove any copyright or other intellectual property notices contained in the Content. You agree to attribute credit to the Von Keller Foundation Archive (or designated content provider). All Content is © Von Keller Foundation Archive, all rights reserved, unless otherwise noted. Special ethical considerations apply to editorial and news Content. No substantial modification or retouching is permitted. You may use photography in its most natural, authentic state: full- color or grayscale, with little to no retouching. You may not apply artistic filters, colors, patterns or textures to images. You may not retouch a person, his or her clothes, accessories, or personal items in the frame (e.g. mugs, water bottles, food). You may not move, add, delete, combine, alter, flip or stretch people or objects in an image. Cropping is acceptable as long as the photographer’s intent and subjects’ experiences are not substantially altered with the crop. You may not use any Content for promotion or advertising of any product or service other than the editorial product into which the Content is incorporated. Content may not be used for any pornographic use, unlawful purpose, to defame any person, or to violate any person’s right of privacy, publicity or moral rights.

No model releases or other rights clearances have been obtained for any Content unless specified. You can contact the Von Keller Foundation Archive directly to obtain a copy of a model release and/or property release, however, such release may be redacted to remove certain personally identifiable information. Delivery of an existing release (upon request) by the Von Keller Foundation Archive to you does not warrant validity of such release. You acknowledge that the Von Keller Foundation Archive gives no representation warranty, or guarantee that any rights, releases or consents which are desirable or necessary for reproduction have been obtained with respect to use of names, people, intellectual property rights or any underlying works of whatever nature depicted in any Content or that any waivers of any moral rights have been obtained. You must satisfy yourself that all necessary rights, model releases or consents and waivers as may be required or desirable or necessary for reproduction of the Content are obtained.

· You are solely responsible for obtaining any releases and clearances as may be required, including without limitation (a) rights from any representative guild union, professional organization or other authorized representative and (b) if any music is included in the Content, master use, synchronization and performance license from the copyright proprietors of the applicable master recordings and compositions and such other entities as may own or control the performing rights.

 

INDEMNIFICATION:

The Von Keller Corporation Archive reserves the right to immediately terminate your use of the Content in its discretion, including in the event the Von Keller Foundation Archive determines that your conduct is unacceptable or in the event you breach this Agreement.

NO WARRANTY:

ALL CONTENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION AND WITHOUT THE UNDERTAKING OF ANY DUTY, OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY DUTY (IF ANY) OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. ALSO, THE VON KELLER CORPORATION ARCHIVE MAKES NO WARRANTY OF TITLE OR AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

You will indemnify, defend and hold harmless the Von Keller Foundation, their affiliates, and their respective successors, trustees, directors, officers, employees, and agents (“Indemnified Parties”) from and against any third-party claims, suits, actions, demands, proceedings, damages (including property damage, bodily injury, and wrongful death), costs (including reasonable attorneys’ fees and expenses), and liabilities of any kind (collectively, “Claims”) arising out of Your use of the Content or any breach or alleged breach by you of this Agreement.

Your indemnification obligations under this section do not apply to the extent a Claim results directly from the Indemnified Party’s fraud, gross negligence, or willful misconduct. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our consent in a non- electronic record. Your obligation to indemnify, defend and hold harmless shall be limited to the extent that you are afforded sovereign immunity under applicable federal, state or local laws. In such cases where your obligation to indemnify may be limited due to the requirements of federal, state or local laws, you shall be responsible for the ordinary negligent acts and omissions of your agents and employees causing harm to persons not a party to this Agreement. Your indemnification obligations under this section will survive termination or expiration of the Agreement.

NO INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES:

TO THE FULL EXTENT ALLOWED BY LAW, YOU AGREE THAT THE VON KELLER CORPORATION ARCHIVE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS, FOR LOSS OF DATA, PRIVACY OR SECURITY, FOR LOSS OF REPUTATION, FOR FAILURE TO MEET ANY DUTY (INCLUDING WITHOUT LIMITATION ANY DUTY OF GOOD FAITH OR LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCTS LIABILITY OR MISREPRESENTATION.

EXCLUSIVE REMEDY; DAMAGE LIMITATION:

YOU AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THESE TERMS AND FOR ANY AGGREGATE DAMAGES DUE YOU (OR OTHERS RELATED TO YOU) BY THE VON KELLER FOUNDATION ARCHIVE FOR ANY REASON RELATING TO YOUR USE OR ACCESS OF THE CONTENT, WILL BE AT OUR OPTION: (A) SUBSTITUTION, CORRECTION OR REPLACEMENT OF ALL OR PART OF THE CONTENT CAUSING YOUR DAMAGE (IF ANY); OR (B) THE AMOUNT OF YOUR DAMAGES THAT ARE NOT EXCLUDED IN THE PRECEDING SECTION AND WHICH YOU ACTUALLY INCUR IN REASONABLE RELIANCE, WHICH AMOUNT WILL BE THE LESSER OF THE AMOUNT YOU ACTUALLY PAID US FOR THE ITEM CAUSING THE DAMAGE (IF ANY) OR THE AMOUNT OF SAID DAMAGES SO INCURRED.

The damage exclusions and limitations in this Agreement are independent and will apply even if any remedy fails of its essential purpose.

GOVERNING LAW:

Any disputes arising out of this Agreement, or the performance of Services will be governed, construed, and enforced in accordance with the laws of the State of WYOMING, U.S.A., without giving effect to its conflict of law rules. You consent to the exclusive jurisdiction and venue of the state and federal courts located in SHERIDAN, WYOMING, U.S.A.