Boeing Images License Agreement (“Agreement”)
PLEASE READ CAREFULLY. By checking the box “I Agree to the Terms and Conditions” or by downloading, using, or paying for any Content from the BOEINGIMAGES website, You agree to and accept the terms below. If You do not agree, do not download or use the Content.
Article 1 Definitions
1.1 “Agreement” means the standard terms and conditions contained in this document, the Order, and the Content-specific web page (site terms, privacy, and cookie policies as may be updated from time to time), all of which are incorporated into the Agreement by reference.
1.2 “Boeing” means The Boeing Company. For purposes of Articles 9-11 of this Agreement only, "Boeing" includes The Boeing Company, its divisions, subsidiaries, the assignees of each, subcontractors, suppliers and affiliates, and their respective directors, officers, employees and agents.
1.3 “Composition” or “Comp” means a temporary use, rough layout, rough edit, or comprehensive rendering of a proposed work.
1.4 “Content” means any image, photograph, video, graphic, audio, related files, metadata, or any other assets protected by copyright, trademark, patent or other intellectual property right that Boeing licenses on the BOEINGIMAGES website.
1.5 “End Use Work” means the final work product You create that includes the licensed Content further defined in the Order, excluding Comp usage.
1.6 “Order” means a BOEINGIMAGES website document that defines the permitted use of the Content (usage, duration, territory, size, placement, etc.), any extra license restrictions, and the license price.
1.7 “Reproduce” means any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Content and the creation of any derivative work from the Content.
1.8 “You” and “Your” means the person or legal entity accepting this Agreement and the employees/contractors of the person or legal entity that orders, downloads, or uses Content.
Article 2 License Grant
2.1 License Grant. Subject to the terms and conditions of this Agreement, Boeing grants You a limited, non-exclusive, non-transferrable, non-sublicensable license to use the Content described in the Order for the sole purpose of the End Use Work for the term as described in Article 6. Boeing reserves all rights not specifically granted in this Agreement.
2.2 Restrictions. Nothing in this Agreement authorizes You to conduct any of the following activities:
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(i) Sublicense, publish, display, distribute, perform, or use in any way the Content that is not expressly authorized in the Order, including, without limitation, the End Use Work after the Term.
(ii) Reverse engineer, decompile, translate, or disassemble any part of the Content. (iii) Copy and Reproduce the Content, except as expressly authorized in the Order.
(iv) Remove copyright, watermark, trademark, or other notices on the Content, except where expressly authorized in the Order.
(v) Use the Content, or any part of the Content, as part of a trademark or service mark.
(vi) Use the Content to compete with the BOEINGIMAGES website. The BOEINGIMAGES website is in the business of licensing Content to its
customers. It is the specific intent of this provision to prohibit You from using the Content to enter into, either directly or indirectly, a similar or competing business.
(vii) Assign, sell, rent, loan, give, or otherwise transfer any Content or rights to the Content, except as provided herein.
(viii) Use Content in pornographic, defamatory, or otherwise unlawful End Use Work, including without limitation violating any person’s right of privacy, publicity, or moral rights. This unauthorized use is prohibited whether directly or in context or juxtaposition with specific subject matter.
(ix) Upload any or use Content in connection with any machine learning or Artificial Intelligence (“AI”) systems, products, or services (including any development, training or improvement thereof).
(x) Use the Content in any downloadable format intended for multiple distribution including, without limitation, website templates, software products, e-greetings, mobile ringtones and screensavers, etc. You may contact ipmcpl@boeing.com to find out about a special license for consumer related products.
(xi) Use Content in any way that allows others to download, extract or redistribute Content as a standalone file (meaning just the content file itself, separate from the project or end use).
2.3 Employees and Contractors. Your employees and contractors may use Content only to create the End Use Work and must comply with the terms of this Agreement. You remain jointly and severally liable for any breach of the terms of this Agreement by such employees and contractors.
2.4 Third Party Rights. Nothing contained herein shall constitute a license to use any third party rights embedded or contained in the Content.
2.5 Models. If any Content featuring a model or any other person is used in (i) a manner that would lead a reasonable person to believe that the model or person personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, You must accompany each such
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use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.
2.6 No Rights of Publicity. No rights of publicity are granted under this Agreement. The acquisition of all rights to use the persona (image, voice, mannerisms, etc.) of any individual is Your sole responsibility.
2.7 Ownership and Reservation of Rights. As between the parties, Boeing retains all rights, title, and interest in and to the Content (including all modifications, derivative works or improvements thereof) and all related intellectual property rights associated therewith. Customer will obtain no rights, title, or interest in the Content except as expressly provided in this Agreement, and all rights except those explicitly granted in this Agreement are reserved to Boeing. This Agreement does not obligate Boeing to license, provide, or develop Content.
2.8 Comps. Subject to the terms and conditions of this Agreement (including any applicable Orders), Boeing grants You a limited, non-exclusive, non-transferrable, non sublicensable license to use Comps solely for Your internal evaluation to determine whether You intend to obtain a license for the Content in connection with an End-Use Work. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Content in connection with an End-Use Work. You may not copy, distribute, publish, display or otherwise use in any way the Comps after the usage term without obtaining an appropriate Content license.
2.9 Captions. Boeing does not warrant that caption or information contained in the caption is accurate. Captions do not affect the scope or interpretation of the language of any provision, which language shall control in the case of any conflict with any caption.
2.10 Samples. Upon request by Boeing, You agree to provide one (1) copy of the End Use Work to Boeing. If Boeing requests a copy, You agree to provide a copy at no charge to Boeing.
Article 3 Credit Lines for Content Use; On-Screen Credits
3.1 You shall include copyright notice for photos: “© Boeing” adjacent to the Content in public uses.
3.2 For video production footage, You shall include on-screen credit: “The Boeing Company” in a manner equal to comparable providers when crediting is customary. Failure to credit when customary may result in termination of the Agreement.
Article 4 Storage of Content
4.1 In producing any End Use Work authorized hereunder, You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use Work. You may not store any Content downloaded from the BOEINGIMAGES website for more than ninety (90) days after download (whether in hard copy or electronic form delivered on any media) without written consent from Boeing, which may be given subject to additional terms (including but not limited to the payment of additional fees).
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4.2 Upon termination and/or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy any digital copies, except that You may retain one copy of the permitted End Use Work You created incorporating the Content solely as necessary for archival purposes.
4.3 Except as provided in 4.2 and upon completion of the End Use Work, You shall return all non-digital Content to Boeing at Your expense and destroy all digital copies of the Content. Under no circumstances may You retain any copies of Content other than copies of Content embodied in the End Use Work.
Article 5 Social Media
Notwithstanding anything to the contrary in this Agreement, use of Content on social media or similar public online platforms is permitted only to the extent expressly authorized in the Order and subject to all other terms of this Agreement. You shall not make Content available as a standalone downloadable file, use Content to train or improve any artificial intelligence or machine learning systems, or include Content in templates or digital assets that permit redistribution. All social uses must include the credit required by Article 3 and any additional disclosures or approvals reasonably required by Boeing (including for paid, sponsored, or influencer posts). You must remove or disable any social post that exceeds the licensed scope or term upon Boeing’s request, and You remain responsible for ensuring employees, contractors, and any influencers comply with these requirements. Breach of this Article 5 constitutes a material breach of the Agreement and entitles Boeing to immediate remedies.
Article 6 Term and Termination
6.1 The license term is shown in the Order and starts when Boeing completes Your Order and provides the Content subject to early termination as provided herein (“Term”).
6.2 You may terminate this Agreement at any time without cause by providing ten (10) days written notice to Boeing. On termination You must cease use of all Comp and Content and shall promptly return or destroy all copies except the archival copy as described in Article 4.2.
6.3 Boeing may terminate this Agreement immediately if You commit a breach of any provision of this Agreement, including but not limited to non-payment, in which case Boeing shall be entitled to pursue all other remedies available under law. In the event of a breach, You must cease use of all Comp, Content, and End Use Work and shall promptly return or destroy all copies immediately.
Article 7 Payment Terms
7.1 Fees. All fees for the use of any Content shall be described in the Order. All fees are due and payable in U.S. dollars upon Your receipt of invoice. You have no obligation to use any Content, and You will be nonetheless obligated to pay the fee specified in the Order. All fees are non-refundable.
7.2 Taxes. You shall pay all applicable federal, state, and local sales or use taxes. In the case of a withholding tax imposed on all payments owed Boeing under this Article 7, You shall withhold the appropriate amount of tax and forward this amount to the appropriate tax authorities on behalf of Boeing. If any payments to Boeing under this Agreement are subject to withholding tax, You shall pay to Boeing such gross amount that after
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payment of withholding tax, would result in the receipt by Boeing of any and all payments due Boeing specified in the Agreement exclusive of taxes (i.e., Boeing will receive as net payments the full fee amount specified in the Order regardless of the amount of withholding taxes paid). You shall provide Boeing with official tax receipts certificate evidencing payment of such a withholding tax.
7.3 Late Payments. If Boeing does not receive the total amounts due hereunder by the due date, You shall pay interest on all outstanding amounts from the date the amount was due until the full amount is received by Boeing. Interest shall be calculated at an annual rate of (i) ten percent (10%), or (ii) two percent (2%) over the published prime rate of the United States Federal Reserve Board, whichever is greater. You agree to reimburse Boeing for all collection expenses incurred by Boeing, including, without limitation, agency fees, attorneys' fees and costs. Boeing is entitled to receive the amounts provided for herein in addition to any other rights or remedies available to Boeing with respect to Your breach of Your obligations under this Agreement
Article 8 Unauthorized Use and Remedies
8.1 You do not acquire, and shall not claim, any rights (trademark, copyright, or otherwise) in the Content itself apart from the End Use Work. Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle Boeing to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content or ability to immediately terminate. If You use Content on a website or application and the website or application uses (or announces that it plans to use) the Content for its own purpose or in a way that is contrary to this Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Boeing’s request, You agree to remove any content from such website or application.
8.2 Boeing, in its sole discretion, reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee described in the Order for any unauthorized use, in addition to any other fees, damages, and penalties Boeing may be entitled to under this Agreement and applicable law. The foregoing is not a limiting statement of Boeing’s rights or remedies in connection with any unauthorized use of the Content or breach of the Agreement.
Article 9 Warranty, Disclaimer, and EXCLUSION OF LIABILITY
9.1 Warranty: NEITHER BOEING NOR ANY OF ITS EMPLOYEES WARRANT THAT BOEING AND THE BOEINGIMAGES WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. BOEING MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY AS TO THE SCOPE OR VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR THAT YOUR USE OF THE CONTENT SHALL BE FREE FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS HELD BY THIRD PARTIES. BOEING INCURS NO OBLIGATION OR LIABILITY FOR BRINGING ACTIONS AGAINST THIRD PARTIES FOR ALLEGED INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT WITHIN THE SCOPE OF THIS AGREEMENT OR FOR DEFENDING YOU AGAINST THE SAME.
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9.2 DISCLAIMER AND RELEASE: THE WARRANTIES, CONDITIONS, REPRESENTATIONS, OBLIGATIONS AND LIABILITIES OF BOEING AND YOUR REMEDIES SET FORTH IN THIS AGREEMENT, ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND YOU HEREBY WAIVE, RELEASE AND RENOUNCE ALL OTHER WARRANTIES AND OTHER OBLIGATIONS AND LIABILITIES OF BOEING, AND ANY OTHER RIGHTS, CLAIMS AND YOUR REMEDIES AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY CONTENT OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
- A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
- B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
- C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING;
- D) ANY WARRANTY OF NONINFRINGEMENT;
AND
- E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY OF YOUR PROPERTY, INCLUDING WITHOUT LIMITATION ANY END USE WORK.
9.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES: BOEING SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY CONTENT OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT.
Article 10 Limitations of Remedies
IF A COURT OR ANY PERSON WITH AUTHORITY TO AWARD ANY RELIEF OR DAMAGES ARISING OUT OF THIS AGREEMENT STRIKES ANY PROVISION OF THE EXCLUSION OF LIABILITIES ABOVE SUCH THAT YOU ARE PERMITTED TO PURSUE DAMAGES FOR ANY EXCLUDED CLAIM, THEN IN SUCH EVENT, THE TOTAL LIABILITY OF BOEING AND YOUR SOLE REMEDY AGAINST BOEING FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF GENERAL MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY YOU TO BOEING UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Article 11 Indemnification
You shall indemnify, defend, and hold harmless Boeing from and against all claims and liabilities arising out of or related to this Agreement or to the use of the Content or the rights, information,
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products and/or services licensed, granted, or provided under this Agreement, whether or not arising in tort or occasioned by the negligence of Boeing, including costs, expenses, and attorneys' fees, arising out of or related to (i) injury to or death of any person or persons, including employees, but not employees of Boeing; or (ii) loss of or damage to any property; and (iii) successfully establishing the right to indemnification. To the extent authorized by U.S. law, this Article 11 – Indemnification provision shall be waived and shall not apply to governmental agencies or governmental entities where acceptance of this provision by such governmental agency or entity would violate the Anti-Deficiency Act or be incompatible with Federal law or regulation.
Article 12 Miscellaneous
12.1 Notices. Notices under this Agreement must be in English, in writing, and may be sent by Boeing to the email address You provided or to Imagelicensing@Boeing.com. Notice shall be deemed to have been given on the earlier of the day received or five (5) days following transmittal.
12.2 Governing Law. This Agreement is governed by the laws of the State of Washington, without reference to its choice of law principles. The provisions of the U.N. Convention on Contracts for the International Sale of Goods, as amended, shall not apply. You consent to the exclusive jurisdiction of the courts located in King County, Washington, in connection with any action or proceeding related to this Agreement. If You are a United States federal government entity, this Agreement and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Washington (excluding choice of law).
12.3 Export. You agree to comply with all applicable laws, regulations, rules, and other requirements, now or hereafter in effect, of any applicable governmental authority having jurisdiction over the performance of this Agreement, including the U.S. Export Administration Regulations. You warrant that neither You nor any of Your employees is (i) a national of or maintains citizenship in a prohibited country; or (ii) a prohibited person as classified on any lists provided by any U.S. government agency.
12.4 Boeing Trademark. You shall not use any of the following without the prior written authorization of Boeing: (i) the trade name “Boeing”; (ii) the Boeing Logo (symbol and wordmark); (iii) any trademark owned by Boeing; and (iv) any trade name, trademark, service mark or domain name that Boeing determines to be confusingly similar to a Boeing trademark, service mark or domain name, or any portion thereof, except for the incidental capture of Boeing trademarks and/or service marks in the Content, and subsequent use of such imagery, as part of the End Use Work.
12.5 Protection. If use of Content is permitted on the internet, social media, or any other online or interactive media, You shall use Your best efforts to protect the Content to ensure that it cannot be copied. You may not make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file. In the case of Content in the form of footage, You shall ensure that it remains in the linear production for which it was licensed and cannot be
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digitally streamed over the internet or downloadable to any mobile device, or searched by shot and downloaded in broadcast or substantially comparable quality.
12.6 Survival. The terms and conditions of this Agreement regarding rights, obligations, duties, confidentiality, compensation, warranties, liability, indemnification and any other terms that by their sense and context are intended to survive the execution, delivery, performance, termination, or expiration of this Agreement survive and continue in effect.
12.7 Excusable Delay. Neither party shall be liable for, and is excused from, any failure to deliver or perform, or for delays in delivery or performance, due to causes beyond its reasonable control, including, but not limited to, acts of nature, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, cyber warfare, failure of its suppliers or subcontractors, or natural disasters.
12.8 Non-Waiver/Severability. The failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of the provision. If any provision of this Agreement is held unlawful or otherwise ineffective, in whole or in part, by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect; and the provision modified, or the Agreement interpreted to the maximum extent permitted, to effectuate the original intent and purpose of the parties.
12.9 Entire Agreement and Assent. This Agreement, including the Order, contains all the terms of the Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or Your other communication, the terms of this Agreement shall govern
If You accept these terms as the authorized representative to enter into this Agreement, by checking the box “I Agree to the Terms and Conditions” and proceed with download or use. If You do not accept, do not proceed.