Indianapolis Motor Speedway, LLC ("IMS")
will provide you with the opportunity to use certain audio files, photographs, videos
and/or logos that are owned by IMS and/or its affiliates (collectively, the "Licensed
Materials"), provided that you agree to and abide by the following terms and
conditions of this License Agreement ("Agreement").
If you wish to reproduce, distribute, publicly display, or use the Licensed Materials
for any purpose other than an editorial or news-reporting purpose, you must enter
into a separate license agreement with IMS. If you wish to discuss such a
license agreement, please contact Mary Ellen Loscar, mloscar@brickyard.com.
BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT, YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE
TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN. IF YOU DO NOT AGREE TO THIS
AGREEMENT, PLEASE SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THIS PAGE.
Grant of Rights
IMS grants to you a terminable, non-exclusive, non-transferable license to use and
reproduce the Licensed Materials solely in an editorial or news-reporting manner.
For purpose of clarification, you may only use the Licensed Materials in connection
with the reporting of events that are newsworthy or of public interest.
Rights Reserved by IMS.
IMS retains all rights not expressly granted by this Agreement. Apart from
the terminable, non-exclusive, non-transferable right expressly set forth above,
nothing in this Agreement shall be interpreted to grant you or any third party any
right or license to any trademark, copyright, or any other intellectual property
right of IMS or its affiliates. Any use of the Licensed Materials in a manner
not expressly authorized by this Agreement or in breach of a term of this Agreement
may constitute copyright or trademark infringement, entitling IMS to exercise all
rights and remedies available to it under such laws. IMS reserves the right
to terminate this Agreement and to require that you cease accessing or using the
Licensed Materials, at any time for any reason.
Use Guidelines
Without limiting any other terms or conditions of this Agreement, the rights granted
under this Agreement are conditioned on your adherence to the following guidelines:
- The Licensed Materials may not be used for any commercial, promotional, advertising
or merchandising purpose.
- The Licensed Materials may be cropped or resized, provided that the editorial integrity
of the Licensed Materials are not compromised, but shall not, under any circumstances,
otherwise be rotated, altered, changed or tampered with, either manually or electronically,
without IMS' express written permission.
- The Licensed Materials may not be used to create
pornographic, libelous, obscene or defamatory designs or images.
- The Licensed Materials may not be used with
any accompanying description, explanation or material which is in any way detrimental
to IMS, its events or the sport of automobile racing.
- The Licensed Materials may not be used in any
advertisement promoting the sale of goods or services of any person or organization
or in any manner which implies an endorsement by IMS of the goods or services of
any person or organization.
- The Licensed Materials may not be sold, sublicensed, or otherwise distributed to
any third parties.
If you violate any of these guidelines, appropriate action by IMS may include, but
is not limited to, the revocation of your right to use the Licensed Materials.
Intellectual Property
You recognize that the Licensed Materials are owned solely by IMS and/or it affiliates,
that you have no rights in or to the Licensed Materials except for those set forth
in this Agreement and that you shall not contest the ownership or validity of any
rights of IMS in the Licensed Materials. You agree not to modify, adapt, or
prepare derivative works from the Licensed Materials. You also agree not to remove,
obscure, or alter IMS's or any third party's copyright, trademark, or other proprietary
right notices affixed to or contained within or accessed in conjunction with the
Licensed Materials. Further, you expressly agree that when you use the Licensed
Material, the following credit line will be found adjacent to the Licensed Material:
"© Indianapolis Motor Speedway, LLC. All Rights Reserved."
Third Party Rights
You recognize that identifiable persons may appear in the Licensed Materials.
You acknowledge that some jurisdictions provide legal protection against a person's
image, name, likeness or property being used without their consent. IMS does
not grant any right or make any warranty with regard to the use of names or people
depicted in any Licensed Material. You shall be solely responsible for determining
whether a release is required in connection with any proposed use of Licensed Material,
and you shall be solely responsible for obtaining any required release.
Quality Control
You acknowledge that the high quality of the Licensed Materials and the associated
goodwill are essential elements of this Agreement. Therefore, upon the reasonable
request of IMS, you shall provide IMS with a sample of your use of the Licensed
Materials to assure that such use does not detract from the goodwill associated
with the Licensed Materials and to assure that your use of the Licensed Materials
is in accordance with the terms and conditions of this Agreement.
Representations and Warranties.
You represent and warrant to IMS that, as of the date of this Agreement, (a) you
have the authority to enter into this Agreement; (b) you are 18 years of age or
older; (c) you have read and understood all of the terms, conditions, and notices
contained herein; and (d) you agree to be bound by the terms of this Agreement.
Indemnification
You agree to defend, indemnify, and hold harmless IMS, its affiliates, and each
of their respective members, officers, agents, and employees from and against any
and all claims, damages, and expenses, including, but not limited to attorneys'
fees, arising from or related to your use of the Licensed Materials.
Limitation of Liability
IN NO EVENT WILL IMS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER RELATED TO THE LICENSED MATERIALS
OR YOUR USE THEREOF, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT IMS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS
MAY NOT APPLY TO YOU. IF THE ABOVE EXCLUSIONS DO NOT APPLY TO YOU, TO THE
FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IMS' LIABILITY FOR A CLAIM ASSERTED
BY YOU (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE,
OR OTHERWISE), EXCEED $500.00. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY
CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE
FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES
REGARDING YOUR USE OF THE LICENSED MATERIALS.
Disclaimer of Warranties
THE LICENSED MATERIALS ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF
ANY KIND. IMS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES'
RIGHTS, OR FITNESS FOR PARTICULAR PURPOSE, OR (II) ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING, OR USAGE OF TRADE. IMS MAKES NO REPRESENTATIONS OR WARRANTIES
ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE
LICENSED MATERIALS.
Termination.
The license contained in this Agreement will terminate automatically without notice
from IMS if you fail to comply with any provision of this Agreement. IMS retains
the right to terminate the license contained in this Agreement at any time for any
reason, which may include, but is not limited to guidelines set forth above. Upon
termination, you must immediately stop using the Licensed Materials and permanently
destroy all copies of the Licensed Materials and all derivative works thereof in
your possession.
Governing Law and Choice of Forum.
This Agreement and the relationship between you and IMS shall be governed by the
laws of the State of Indiana without regard to any conflict of law or choice of
law provisions of any State. You and IMS agree to submit to the personal and
exclusive jurisdiction and venue of the courts located within Marion County, Indiana,
in the event of any dispute arising under this Agreement, and waive any future right
to object to such jurisdiction and venue.
Miscellaneous.
You acknowledge and agree that the provisions, disclosures and disclaimers
set forth in this Agreement are fair and reasonable and your agreement to follow
and be bound by them is not the result of fraud, duress or undue influence exercised
upon you by any person or entity. Nothing in this Agreement shall be construed
to establish a joint venture, agency, employment, or other business relationship
between you and IMS. You acknowledge that no verbal representations or guarantees
have been made to you, except as set out in this Agreement. The failure of
IMS to exercise or enforce any right or provision of this Agreement shall not constitute
a waiver of such right or provision. If any provision of the Agreement is
found by a court of competent jurisdiction to be invalid, the parties nevertheless
agree that the court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of the Agreement shall remain
in full force and effect. This Agreement shall not be construed against any
party by reason of its preparation, but shall be resolved by applying the most reasonable
interpretation under the circumstances, giving full consideration to the intentions
of the parties at the time of contracting. You shall have no right to assign
all or any part of this Agreement, and any attempt to do so shall be void.
IMS shall have the right to assign this Agreement and to sublicense any and all
of its rights under this Agreement. This Agreement represents the entire understanding
between you and IMS regarding your relationship with IMS. This Agreement supersedes
all previous written or oral agreements between you and IMS with respect to such
subject matter.
