Rights & Permissions

SMITHSONIAN MEDIA CONTENT LICENSING AGREEMENT

THIS CONTENT LICENSING AGREEMENT (the “Agreement”) is made by and between the SMITHSONIAN INSTITUTION (“Licensor”), a trust instrumentality of the United States established by the Congress of the United States in 1846 (20 U.S.C. 41 et seq.) through Smithsonian Enterprises (“SE”) with offices located at 1000 Jefferson Drive, SW, Washington, DC 20560 and the Licensee provided under this Agreement and identified in Exhibit A (“Licensee”).

This Agreement establishes the terms of the license granted to Licensee to publish and distribute the text of the article(s) stated in Exhibit A, for inclusion in the publication(s) identified in Exhibit A. Permission to use the article(s) is subject to the terms and conditions of this Agreement, Exhibit A and Exhibt B.

1. GRANT. Smithsonian grants to Licensee a non-exclusive, non-transferable license according to the terms provided in Exhibit A to publish the text of the article(s) listed in Exhibit A (“Articles or Content”). The Article(s) shall not be cropped, altered, manipulated, superimposed, enhanced, nor otherwise changed or used in any manner without obtaining the prior written permission of Smithsonian.
2. PAYMENT. In consideration of the above grant of rights, Licensee agrees to pay to Licensor the one-time license fee identified in Exhibit A, payable to the Smithsonian Institution and mailed to the address provided in the invoice to follow after execution of this Agreement. Payment shall be due immediately upon the receipt of an invoice from SE.
3. DISTRIBUTION SIZE AND DURATION. The license granted under this Agreement shall not exceed the distribution size and term as set forth in Exhibit A. Licensee shall not use, or authorize others to use, the Article(s) in any other manner without obtaining the prior written consent of Licensor.
4. CREDIT LINE. Licensee shall insert the credit line identified in Exhibit A for each Article.
5. DISCLAIMER. Permission is granted only to the extent of the Licensor’s ownership of the rights relating to the request. Certain Articles or elements within the Articles, such as photographs, graphs and other images may contain third-party intellectual property. The responsibility for obtaining all necessary permissions remains with Licensee for its uses granted herein.
6. In the event that Licensor in good faith determines there is a bona fide legal rights issue with respect to Content provided to Licensee, Licensee shall take actions to withdraw the affected Content via the metadata for such Content from its Service within forty-eight (48) hours of such notice of withdrawal by Licensor. In the event Licensor provides Licensee with such notice, Licensee shall take all actions as may be necessary to withdraw the affected Content from any promotional materials in its entirety as soon as commercially practicable, but, in any event, within seventy-two (72) hours. Furthermore, Licensee shall ensure that any of its assignees cease distributing any Content that is subject to withdrawal within the time frames set forth herein. Licensor may provide Licensee with replacement content for the particular piece of withdrawn Content at Licensor’s sole discretion. As used in this Agreement, "withdrawal" does not require deletion of Content already downloaded by a subscriber.
7. Termination.
   1. Either Party may terminate this Agreement upon 30-days written notice to the other Party. In addition, this Agreement will terminate in the event that the other Party: (A) becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, or composition or assignment for the benefit of creditors, (B) becomes the subject an involuntary petition in bankruptcy or an involuntary proceeding relating to insolvency if that petition or proceeding is not dismissed within sixty (60) days after filing, (C) ceases to operate in the ordinary course of business, (D) becomes (or admits in writing that it is) generally unable to pay its debts as they become due or its obligations that are currently due, (E) commences dissolution proceedings, or (F) materially fails to comply with the conditions of this Agreement or breach any of the terms under this Agreement.
   2. Effects of Termination. In the event this Agreement expires or is terminated, Licensee shall remove Content from its digital channels, including any and all promotions, and future print publications. Such termination will have no effect on a subscriber's right to access or download Content that preceded the effective date of termination through Licensee on terms set forth in this Agreement until the earlier of(x) termination of that subscriber's subscription and (y) the date the current term of the Agreement would have expired absent such termination by Publisher. If this Agreement is terminated due to Licensee’s breach, Publisher will retain all fees remitted by Licensor.
8. Licensee (A) has the power and authority to enter into and perform its obligations under, this Agreement, (B) is under no obligation, contractual or otherwise, which conflicts with its performance of this Agreement or otherwise violates the rights of any third party, and (C) will perform its obligations under this Agreement, and will will conduct its service to provide licensed content in compliance with all applicable laws, rules and regulations;
9. ADVERTISING. Any advertising or promotion by Licensee that uses the Article(s) must be approved in advance.
10. USE OF NAME. Except as authorized herein, Licensee shall make no reference to the Licensor or to any of its museums and departments in any manner, including without limitation, for publicity, advertising and promotion.
11. LICENSOR REPRESENTATION. For purposes of this agreement, Licensor shall be represented by Carol LeBlanc, President, Smithsonian Enterprises, Smithsonian Institution.
12. CHOICE OF LAW. This Agreement shall be governed and interpreted by applicable federal laws of the State of New York and the parties hereby agree to sole jurisdiction of the federal courts located in Washington, DC.

TERMS OF USE

• Some licensed content may contain links within an article. The Smithsonian is not responsible for 3rd party links that are not our own.
• Licensed content will include a credit line as follows:
  Reprinted with permission from Smithsonian Magazine. All rights reserved. Reproduction in any medium is strictly prohibited without permission from Smithsonian Institution.
• If using licensed content online, Licensee is required to insert a canonical tag to the licensed content. Smithsonian Magazine will provide canonical tags for each article at the time of contract review.
• If licensed content is being used behind a paywall, Licensee must share a a username and password with Smithsonian Magazine.
• Content cannot be syndicated outside of Licensee’s website without prior permission.
• Licensed content is granted on the date of issue; Smithsonian Magazine may make changes to the content without having to update the Licensee.
• The Smithsonian reserves the right to reject a licensing request for any reason.

For licensing questions with the Smithsonian logo, please email us at: [email protected]

Only minor edits can be made to articles and have to be approved by the story editor before permission can be granted.