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Usage Agreement - Image Downloads

The following is a legal agreement (the "Agreement") between you or the employer or other entity on whose behalf you are entering into this Agreement ("you") and Genesys Aerosystems, Inc. ("Genesys Aerosystems"). Please read this Agreement carefully before downloading any Genesys Aerosystems images ("Image(s)") or footage ("Footage") (collectively, "Content").

By downloading any Content, you agree to be bound by this Agreement, the Genesys Aerosystems Privacy Policy and Genesys Aerosystems’ Terms of Service, all of which are incorporated herein and made a part hereof by this reference. Your failure to comply with the terms hereof could result in the immediate termination of your access privileges.

Genesys Aerosystems reserves the right to change this Agreement at any time, and you agree to be bound by such changes. If and when changes are made notification will be provided to you. Please make sure that you read and understand all changes. If you do not agree to this Agreement, as same may be amended from time to time, do not download or use any Content.

PART I

GENERAL TERMS

All Content on the Genesys Aerosystems website is protected by United States and international copyright laws and treaties. Genesys Aerosystems and/or the various vendors who provide Content to Genesys Aerosystems ("Contributors") own all rights, including the copyrights in and to the Content. Genesys Aerosystems and/or its vendors reserve all rights in and to the Content not expressly granted to you by the terms of this Agreement. Your rights to use any Content are subject to this Agreement and are conditioned upon your compliance with terms and conditions for your use of the Content. If you fail to comply with terms and conditions, your right to use any Content downloaded at any time shall automatically terminate.

This Agreement grants you a single-user access. This access may not be used simultaneously on multiple devices, or at any time by multiple persons. If you require additional users to be able to access Content, please have those individuals contact marketing@GenesysAerosystems.com.

PART II

USAGE RIGHTS

By this Agreement, Genesys Aerosystems grants you non-exclusive, non-transferable (except as herein provided), royalty-free right, throughout the world, in perpetuity, to use and reproduce Content in the following ways, subject to the limitations set forth herein and in Part II hereof.

PERMITTED WEB / ELECTRONIC USES

This Agreement grants you the right to:

Incorporate Content on web sites (including Social Media Platforms, as such term is defined herein) for editorial purposes, provided that no Content is: i) displayed at a resolution greater than the display resolution of the intended viewing device; or ii) displayed as part of gallery, collection, album, archive, scrapbook or other aggregation of individual images and/or footage;

Incorporate Content into film, video, multimedia presentations, or advertising for broadcast or public performance for editorial purposes.

Use Content in eBooks, including multi seat license electronic textbooks for editorial purposes.

PERMITTED PRINT USES

Use Images in magazines, newspapers, books, book covers and/or textbooks for editorial purposes. All other rights in the Content are expressly reserved by Genesys Aerosystems for itself and its vendors. If you wish to use Content in any manner not provided by this Standard Content Usage Agreement, contact marketing@GenesysAerosystems.com.

PART III

RESTRICTIONS

You may not: Use any Content other than as specified in PART II.

Use or display any Content on websites or in connection with any service designed to sell or induce sales of user-commissioned "print-on demand" products using or incorporating Image(s), including, by way of example only, postcards, mugs, tee shirts, posters, giclée prints, wallpaper, artwork and other items. For the purposes of this Agreement, the term "print on demand" means, a printing technology and business process in which copies of a product are not printed until an order for the product has been received.

Use Content in such a manner that it infringes upon any third party’s trademark or other intellectual property.

Use any Content in a way that places any person, product, item or aircraft depicted in the Content in a way that a reasonable person would find offensive
- this includes, but is not limited to the use of Content: a) in pornography, "adult videos" or the like; b) in ads for tobacco products or other addictive substances; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements and/or promotional materials for pharmaceutical, healthcare, herbal or medical products (including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products), f) if the use implies that the depicted person, product, item or aircraft suffers from a physical or mental defect, infirmity, ailment or condition or engages in any immoral or illegal activity; or g) in any manner that is defamatory, or contains unlawful or offensive content.

You may not produce or otherwise create for resale or distribution, printed reproductions of any Content on canvas, paper, plastic or any other medium.

Share any Content by providing access to such Content on shared disk drives, computer networks, servers, cloud network or other intranets of any nature or otherwise.

Use any Content on any third party social media website or platform (a "Social Media Platform"), if such Social Media Platform claims to acquire rights contrary to this Agreement as a result of such use. In such event, you will promptly remove Content from the Social Media Platform upon Genesys Aerosystems’ request.

Use Content in any manner that competes with Genesys Aerosystems’ business.

Use Genesys Aerosystems Content as the primary feature of any individual physical or digital product or any collection thereof which is offered for sale, trade or otherwise distributed in violation of the terms of this Agreement.

Use any Content for commercial purposes. Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.

Use or display any Content in such a manner that gives the impression that the Content was created by you or a person other than the copyright holder of said Content. Additionally, you may not use or display any Content is such a manner that gives the impression that any person depicted in the Content is the author or creator of any product in which the Content is incorporated. Use automated programs, applets, bots or the like to access the GenesysAerosystems.com website or any content thereon for any purpose, including, by way of example only, downloading Content, indexing, scraping or caching any content on the website.

PART IV

MISCELLANEOUS

"Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content.

The work you produce with Content must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Genesys Aerosystems Content please notify us via email at marketing@GenesysAerosystems.com.

You agree that you will not share your password. Your Genesys Aerosystems password is to be used only by you. Each person that desires to access the Genesys Aerosystems site must have his/her own password. You may access your account on multiple computers, but only one computer may be logged in using your account at any one time. If any two users on two separate computers are using the same password, we reserve the right to terminate access without prior notice. We reserve the right to monitor accounts and institute measures to stop users from sharing their password information. If you require additional users to be able to access Content, please contact marketing@GenesysAerosystems.com.

You agree to indemnify and hold Genesys Aerosystems, its officers, employees, shareholders, directors, managers, members and suppliers, and those of its affiliates including parent companies and subsidiaries, harmless against any damages or liability of any kind arising from any use of Content other than the uses expressly permitted by this Agreement. You further agree to indemnify Genesys Aerosystems for all costs and expenses that Genesys Aerosystems incurs in the event that you breach any of the terms of this or any other agreement with Genesys Aerosystems.

You Warrant and Represent that:

All information, including personal information, that you provide to Genesys Aerosystems is accurate, complete, and current at the time you provide it to Genesys Aerosystems. You agree to correct and update such information to ensure its accuracy and completeness at all times.

Falsification of such information, or failure to comply with this Agreement may result in the termination of access to Content from Genesys Aerosystems.

You accept responsibility for any and all activities conducted using your Genesys Aerosystems password. You agree to notify Genesys Aerosystems immediately of any unauthorized use of your password, as well as of any other breach of security that may affect Genesys Aerosystems.

You will not in any way impersonate another person or act in a manner which may cause others to confuse you with another party.

You will not engage in any behavior towards Genesys Aerosystems, Genesys Aerosystems employees, Genesys Aerosystems Contributors, or in connection with any Content which Genesys Aerosystems, in its discretion, deems vulgar or otherwise offensive.

If Genesys Aerosystems terminates your access, you will not access Genesys Aerosystems in any manner or for any reason without the prior express written permission of Genesys Aerosystems.

Genesys Aerosystems warrants and represents that it has the right and authority to enter into this Agreement and to grant the rights in the Content set forth herein, subject to the limitations and exclusions set forth herein.

The rights granted to you under this Agreement shall terminate immediately and without notice: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings, by or against you; (ii) upon you making an assignment for the benefit of creditors; or (iii) upon the dissolution of any entity on whose behalf you entered into this Agreement, or at the moment such entity ceases to do business. Genesys Aerosystems shall not consent to any assumption or assignment of the rights granted hereunder in the event of any of the preceding.

You must be at least 18 years of age to use the GenesysAerosystems.com website and accept this Agreement. Genesys Aerosystems may require you to provide sufficient proof of age.

Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the [TBDtbdTBDtbd], and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this agreement. The validity, interpretation and enforcement of this agreement, matters arising out of or related to its making, performance or breach, and related matters shall be governed by the internal laws of the State of [TBDtbdTBDtbd] (without reference to choice of law doctrine). You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. This Agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability of the balance hereof.

If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Genesys Aerosystems for any breaches of the terms of this Agreement.

Credit Attributions and Copyright Notices

In the event that any Content is used in connection with a film, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the Genesys Aerosystems a credit: "Courtesy of Genesys Aerosytems."

Notwithstanding the foregoing, credit attributions are not required in connection with the use of Images in other uses, including but limited to newspaper, website, magazine, or event editorial content.

The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that you cure such omission following email notice from Genesys Aerosystems.

In the event that you breach any of the terms of this or any other agreement with Genesys Aerosystems, Genesys Aerosystems shall have the right to terminate your access without further notice. Such termination shall be in addition to Genesys Aerosystems’ other rights at law and/or equity.

Genesys Aerosystems grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, service mark, logotypes, copyrighted designs or works of art or architecture depicted in any Content. It is your responsibility to assure that all necessary rights, consents, or permissions that may be required for your use of any Content are obtained.

Genesys Aerosystems does not warrant that the Content, Genesys Aerosystems websites, or other materials, will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.

In no event shall Genesys Aerosystems’ total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the Genesys Aerosystems website and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Genesys Aerosystems from you for your use of the applicable Image(s). Neither Genesys Aerosystems nor any of its officers, employees managers, members, shareholders, directors suppliers or those of its affiliates including parent companies and subsidiaries, shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Genesys Aerosystems breach of this Agreement, or otherwise, unless expressly provided for herein, even if Genesys Aerosystems has been advised of the possibility of such damages, costs or losses. 

Effective March 1, 2014