URW IP License Usage Agreement

(For Tenants/Licensees with space at least one U.S. Shopping Center)

 

You (“You”) understand that during your tenancy at one or more shopping centers located within the United States of America and owned by affiliates of Westfield, LLC (“Westfield”), Westfield may, from time to time, post information and/or photos provided by You (the “Collateral”) on its website located at www.westfield.com (the “Website”).  In connection with Westfield’s usage of the Collateral on the Website, You agree as follows:

Grant of License:  You hereby grant to Westfield a non-exclusive, royalty-free, worldwide license to use the Collateral on the Website.

Term:  This Agreement shall commence on the date you accept such terms by informing Westfield of such acceptance (either via e-mail or completion of any submission form provided by Westfield) and shall continue in effect until Westfield no longer uses the Collateral. 

Use of Collateral:  Westfield may use the Collateral solely for the purpose of displaying them on the Website.  Westfield shall not modify, alter, or create derivative works from the Collateral without your prior written consent.  Notwithstanding anything to the contrary contained herein, You acknowledge and agree that Westfield may resize the Collateral to ensure it fits on the Website.

Ownership:  You retain all right, title, and interest in and to the Collateral.  Westfield acknowledges that it has no ownership rights in the Photograph(s).

Representations and Warranties:  You represent and warrant to Westfield that (a) you have all necessary rights, authorizations, title and interest in the Collateral to grant the license set forth herein and (b) Westfield’s use of the Collateral will not violate any laws or regulations or infringe upon or violate the rights of any third party.

Indemnification:  You agree to indemnify, defend and hold harmless Westfield from and against any and all claims, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) your breach of this Agreement, including any representations and warranties made hereunder, (b) Westfield’s use of the Collateral and (c) any negligence or willful misconduct committed by you and/or your employees, contracts or agents.  The terms of this section will survive the termination of this license.

Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Entire Agreement:  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.