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Any material uploaded to www.ufanyc.org is defined as "Licensed Material" for the purposes of the Agreement. By uploading material images to the www.ufanyc.org, the uploading party ("You," or "Licensor") agree that:

1. Distribution: Licensee (Uniformed Firefighters of American of NYC) may release Licensed Material submitted hereunder for public viewing and distribution on the www.ufanyc.org in its sole discretion.

2. Warranty: You hold any and all requisite intellectual property rights in the Licensed Material to license it for distribution in online media; that you have not entered into an agreement with any third party that might conflict with this Agreement; and that all representations made by You hereunder are truthful and accurate.

3. License: You grant Licensee the non-exclusive right to distribute the Licensed Material in its products without limitation of time and/or geographical area.

4. Indemnification: You agree to indemnify and hold harmless Licensee and any online service provider carrying its products for all legal costs and expenses and damages in case of legal action by any third party claiming to be either (i) the rightful holder of any intellectual property right (including copyright and trademark rights) or (ii) to be damaged under any statute.

5. Governing Law: Any dispute, controversy, or complaint arising from the application of any of the terms and conditions of this Agreement having to do with contract claims shall be governed by New York State law; copyright claims will be governed by the laws of the United States, and You hereby consent to the exclusive jurisdiction of the New York State Courts and the federal courts in the State of New York, located in New York County.

6. Miscellaneous:
a) If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction of by any other legally constituted body having the jurisdiction to make such a determination, the remainder of this Agreement shall remain in full force and effect, provided that the part of this Agreement thus invalidated or declared unenforceable is not essential to the intended operation of this Agreement.
b) Licensee shall be under no obligation to make inquiry into the accuracy of any warranties or representations made by Licensor hereunder; in the event that it does distribute Licensed Material through its products, it may withdraw it from public view at any time in its sole discretion for any or no reason.
c) Licensee reserves the right to alter any titles, descriptions or any other identifying nomenclature included in the Licensed Material, and to reject any submission in its sole discretion for any reason whatsoever. In the event that any third party may allege that Licensee's use of the Licensed Material violates or infringes on any said third party's rights therein, Licensee shall have the right to withdraw the Licensed Material from public view at its sole discretion, and such withdrawal shall not constitute a breach hereof.
d) Notice: All notices and other items from one party to another will, unless indicated to the contrary in writing, be addressed as follows: (i) to Licensee:
Uniformed Firefighter's Association
204 East 23rd Street, NY, NY 10010
phone: 212-683-4832;
(ii) to Licensor: via email to the email address from which Licensee receives the Licensed Material. For purposes of notification hereunder, notice must be given either by receipted email or registered mail. Notice shall be deemed given on the date of transmission if via receipted email, and on the date of receipt if by registered mail. In the event that Licensee's email account or address is abandoned, disconnected or transferred, Licensor shall have no further notification responsibility under the terms of the Agreement.
e) Entire Agreement: This Agreement sets forth the entire agreement between the parties hereto with respect to the subject mater hereof and merges all prior discussions and negotiations between them. No modification, amendment, waiver, termination or discharge of this Agreement, or of any provision hereof, shall be binding unless confirmed by a written instrument signed by the party against which it is sought to be enforced.

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