TERMS OF USE

Thank you for visiting USC Photography, the USC photo archive website (“Site”) which is operated by the University of Southern California (“USC”). The Site contains various photographic images and other copyright protectable works (“Images”). Further access to this Site and to any of the Images is conditional upon your acceptance of the following terms of use (“Terms”). By clicking the “I ACCEPT” box below you (“You” and “Your”) agree to be legally bound by the Terms with USC. If You do not agree to these Terms, please click the “I DECLINE” box. Please note that if you are an employee of USC, you have specific obligations with regard to the use of the Site.

Terms:

1. Definition. “Images” also mean all images and related informational materials in any medium obtained from or furnished by USC hereunder, including without limitation related metadata, text, captions, or information.

2. Most Current Terms. USC reserves the right to change these Terms from time to time at its sole discretion, and Your use of the Site will be subject to the most current version posted on the Site at the time of Your use. Your use of any Downloaded Images (as defined below) will be subject to the most current version posted on the Site at the time of download and any additional agreements that you may have with USC as confirmed in writing.

3. Intellectual Property. This Site is owned and operated by USC and hosted by Spitfire Photo Pro. All Images in any medium furnished by USC hereunder are owned by USC and are protected by US and international copyright laws, trade dress, moral rights, and other intellectual property rights. Except as explicitly permitted under these Terms or additional written agreements with USC (if any), no portion or element of this Site or its Images may be copied or retransmitted via any means and all related rights shall remain the exclusive property of USC.

4. Site License. You may access the Site for the displaying and viewing of Images at your own computer for a specific use. Your use is a one-time use and is valid for a period of six months from the point at which Image is downloaded. If You choose to use an Image for an additional use at some point in the future, You must download a new Image for such use. USC reserves the right, in its sole discretion, to revoke Your authorization to use the Site and to display and view Images at any time and for any reason, with or without notice to You of such revocation, and You agree to immediately discontinue such use upon notice from USC.

5. Restrictions. FOR THE PROTECTION OF USC, IMAGES MAY BE VISIBLY, INVISBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF IMAGES OBTAINED FROM USC AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF THE IMAGES. You agree to not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Images, caption information, or any other material on this Site. Additionally, unless authorized by USC in writing, You may not:

i) deep link or employ software or any automatic device, technology or algorithm, to “crawl”, “scrape”, search or monitor the Site and/or retrieve or copy any Images;

ii) violate the mechanical restrictions of the Site, or bypass other measures employed to prevent or limit access to the Site or Images by hacking or other means;

iii) copy, redirect, or exploit the Site or any Images;

iv) probe, scan, or test the vulnerability of the Site or of the network supporting the Site, or seek information on visitors to the Site or personal information of USC’s other users of the Site;

v) use any device, software or routine that would interfere with the proper functioning of the Site, or any transaction conducted via the Site;

vi) modify Image(s), alter, or use in any way that changes or misrepresents the Image content or overall context; or

vii) create any derivative works from any Image obtained from Site except with prior written approval from USC.

6. Download Login Information. Images may only be downloaded from the Site using a user-specific login and password (“Login Information”) as provided by USC to You. You may not disclose Your Login Information to anyone else. You may not allow others to download Images using your Login Information. If You have obtained Login Information belonging to another person, You may not use such Login Information to download any Images from the Site. “Downloaded Images” mean those Images that are downloaded from the Site using Login Information.

7. Applicable Only to USC Personnel. If You are a USC faculty, staff, employee, agent or student who has been given Login Information in connection with your employment or other scope of duties with USC (“USC Personnel”), You may use Login Information to download Images and use Downloaded Images in Your capacity as USC Personnel. Further, You agree and acknowledge the following:

i) You are subject to USC’s policies, including those pertaining to usage of computing resources. Violation of such policies may subject You to appropriate action and/or discipline by USC.

ii) Your use of the Login Information and any Downloaded Images are to be limited to Your need to do so in the context of your employment or other scope of duties with USC, and may not be used for Your own personal purposes.

iii) Your use of the Login Information is limited to the extent You maintain your status as a USC Personnel.

The remainder of these Terms does not apply to USC Personnel.

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8. Non-USC Personnel. The remainder of these Terms is only applicable for those who are not USC Personnel.

9. Party Representative. If You are acting within the scope of Your employment as an employee, contractor, or agent of another party to access the Site and/or download Images, these Terms apply to such party and You warrant that such party has full knowledge of Your actions and has consented to such actions.

10. Downloading Images. You may only download Images and use such Downloaded Images pursuant to additional terms between You and USC as confirmed in writing. USC may require a fee for Your usage of Downloaded Images or may waive any such fees. USC must confirm this in writing before You download or use any Downloaded Images.

11. Indemnification. You agree to indemnify, defend and hold harmless USC, its officers, employees and agents and their respective successors, heirs and assigns against all liability, demand, damage, loss, or expense, including attorney’s fees and costs, incurred by or imposed upon them in connection with any claims, suits, actions, demands or judgments to the extent that the same is based upon: (i) a claim that if true, would constitute a breach of any of Your representations, warranties, or obligations hereunder; (ii) Your use or modification of any of the Images, or combination of any portion of any of the Images with text or other content; or (iii) Your failure to obtain from third parties all permissions necessary to use the Images.

12. Release and Clearance Information. In case-by-case instances, USC has taken efforts to provide information regarding the Images. Despite USC’s efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. As such any of Your use of the Images is at Your own risk and any Images provided hereunder is provided “AS IS.” You are solely responsible for determining whether Your use of any Images requires the consent of any third party or the license of any additional rights, and You should not rely solely on the information provided by USC.

13. Limitation on Liability. In no event shall USC be liable to You for any incidental, special, indirect, punitive or consequential damages arising out of or relating to these Terms, even if USC has been advised of the possibility of such damages. USC’s cumulative liability to You on any ground pursuant to these Terms or Your use of the Site or any Downloaded Images will not exceed a sum equal to the fees paid to USC in connection with Your downloading from the Site. USC DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTIES.

14. Trademarks. For any Images that You have downloaded pursuant to these Terms, You may indicate that such Images were downloaded from USC or may otherwise attribute such Image to USC. Except as provided herein, You may not use the name, trade name, trademark, domain name, or other designation of USC in connection with any products, promotion, marketing, press release or advertising without the prior written consent of USC.

15. No Assignment. These Terms shall be binding upon and inure to the benefit of each of the parties including their respective heirs, legal representatives, successors, and assigns. You may not assign these Terms or any of its rights or obligations hereunder without prior written consent of USC.

16. Governing Law, Venue, and Attorney’s Fees. These Terms shall be deemed to be executed and to be performed in the State of California, and shall be exclusively governed by, construed and interpreted in accordance with the laws of the State of California as to all matters. In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, such controversy, claim or dispute shall be tried exclusively in the courts of the State of California or in the United States Federal District Court for the Central District of California, located in the County of Los Angeles, as either party may elect. Both parties hereby submit to the jurisdiction of the court so selected, to the exclusion of any other courts which may have had jurisdiction apart from this paragraph. If any action or proceeding is brought to enforce the terms of these Term, the prevailing party in such action or proceeding shall be entitled to recover its costs and reasonable attorneys’ fees incurred whether or not suit is prosecuted to judgment.