In addition, User may not conjoin an Image with any other material that may result in damage to the reputation of the Rightsholder. User agrees to inform CCC if it becomes aware of any infringement of any rights in an Image and to cooperate with any reasonable request of CCC or the Rightsholder in connection therewith. User hereby indemnifies and agrees to defend the Rightsholder and CCC, and their respective employees and directors, against all claims, liability, damages, costs and expenses, including legal fees and expenses, arising out of any use of an Image for which no model or other release was furnished to User, any use of an Image beyond the scope of the rights granted herein, or any use of an Image which has been altered in any way by User, including claims for defamation or infringement of rights of copyright, publicity, privacy or other tangible or intangible property. User assumes full liability for the actions and omissions of its principals, employees, agents, affiliates, successors and assigns. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties.
Invoices are due and payable upon receipt.
The parties expressly submit to the personal jurisdiction and venue of each such court.