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CHOOSE CHICAGO CONTENT LICENSE AGREEMENT

This is a license agreement between you and Choose Chicago (“Agreement”) that explains how you can use photos (“Content”) that you license from Choose Chicago. By downloading or using content from Choose Chicago, you accept the terms of this Agreement.

1. License.  Subject to the restrictions stated in Section 2 of this Agreement, Choose Chicago offers a non-exclusive license for the use of its Content for the sole purpose of editorial use that features the Chicago area as a travel destination. All other uses are prohibited without the prior consent of Choose Chicago.

2. Restricted Uses.

  1. No Unlawful Use.  You may not use Content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations.
  2. No Commercial Use of Editorial Content.  You may not use Content for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose.
  3. No Alteration of Editorial Content.  Content may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Content is not compromised, but you may not otherwise alter the Content.
  4. No False Representation of Authorship.  You may not falsely represent that you are the original creator of a work that is made up largely of licensed Content.

3. Third Parties.  The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else.

4. Intellectual Property Rights.  All of the licensed Content is owned by either Choose Chicago or its content suppliers. All rights not expressly granted in this agreement are reserved by Choose Chicago and the content suppliers.

5. Attribution.  You must include the following credit to the Content: “[Photographer Name]/[Collection Name]/Choose Chicago”. You may use the name of Choose Chicago and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.

6. Termination.  Choose Chicago may terminate this Agreement at any time if you breach any of the terms of this or any other agreement with Choose Chicago, in which case you must immediately cease using the Content. Choose Chicago may discontinue licensing any item of Content at any time in its sole discretion. Upon notice from Choose Chicago, or upon your knowledge, that any Content may be subject to a claim of infringement of a third party’s right for which Choose Chicago may be liable, Choose Chicago may require you to immediately, and at your own expense cease using the Content.

7. Disclaimer.  THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CHOOSE CHICAGO DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. CHOOSE CHICAGO DOES NOT GRANT ANY RIGHT OR MAKE ANY WARRANTY WITH REGARD TO THE USE OF NAMES, PEOPLE, TRADEMARKS, TRADE DRESS, LOGOS, REGISTERED, UNREGISTERED OR COPYRIGHTED AUDIO, DESIGNS, WORKS OF ART OR ARCHITECTURE DEPICTED OR CONTAINED IN THE CONTENT. IN SUCH CASES, YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER RELEASE(S) IS/ARE REQUIRED IN CONNECTION WITH YOUR PROPOSED USE OF THE CONTENT, AND YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH RELEASE(S).

8. Indemnification.  You agree to defend, indemnify and hold harmless Choose Chicago and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this Agreement; and (iii) your failure to obtain any required release for your use of Content.

9. Limitation of Liability.  CHOOSE CHICAGO WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF CHOOSE CHICAGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

10. Miscellaneous.

  1. Assignment.  This agreement is personal to you and is not assignable by you without Choose Chicago’s prior written consent. Choose Chicago may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest.
  2. Governing Law.  This agreement will be governed by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law.
  3. Severability.  If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
  4. Waiver.  No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.