Terms & conditions
Thanks for using Kzan! This agreement is to keep you safe, secure and legal whilst using Kzan. Please read it carefully.
All Media Agreement between you and Kzan Limited
This is an agreement by and between Kzan Limited and you the Creator of the media in relation to such media as provided by you to Kzan Limited and to be licensed for use through or by means of the Kzan Limited Payment Portal (the “Agreement”).
Kzan Limited is in the business of licensing digital media. You are in the business of creating and/or have created such digital media and agree to appoint Kzan Limited as your agent to represent you for the purpose of licensing such media as provided by you under the following Creators Agreement.
1. Definitions used in this Agreement.
1.1 Terminology: In this Agreement the following terms or expressions bear the meanings set out opposite them below:
"Accepted Media" means any still digital image, video (motion, footage), graphics, computer generated imagery (CGI) or audio that you submit to us for the use thereof to be licensed.
"the Act" the Copyright, Designs & Patents Act 1988
"Associated Companies" any associated company (within the meaning of the Income and Corporation Taxes Act 1988 Section 416.1) of Kzan Limited; and any holding company of Kzan Limited and any company (not being a subsidiary of Kzan Limited) of which Kzan Limited, its holding company or any subsidiary of Kzan Limited or its holding company holds or controls more than ten percent (10%) in nominal value of the equity share capital (the terms ""holding company" and "subsidiary" for these purposes bear the meanings ascribed thereto in Part XXVI of the Companies Act 1985) and "Associated Companies" means any two or more such companies.
"Commencement Date" the date on which this Agreement commences in accordance with Clause 2 below.
["Contributor" any person who signs an agreement such as this with Kzan and submits media in any format or visual media to Kzan for the purpose of having Kzan sell reproduction rights to such media.]
“Kzan Payment Portal” means the web application located at www.kzan.world as may be developed, extended and/or replaced from time time.
“Kzan Commission” means 7.5% of the Net Revenue (and any and each part thereof)
"Media" means a digital image, photograph, picture, transparency, print, negative, video (motion, footage), audio, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving.
“License” means an agreement between a Licensee and Kzan Limited, acting solely under and in resect thereof as agent for you, governing the rights and obligations of the Licensee in relation to the provision and use of all Accepted Media to which it applies from time to time.
"Licensee" means the person or entity who/which is the recipient of a License.
"Net Revenue" means the monies actually received by Kzan Limited under or in connection with the relevant License(s) for the use of the Accepted Media which are the subject thereof after deduction of the Kzan commission.
"Online Media" means any medium capable of transferring digital information, now or hereafter known, including without limitation a computer network, proprietary computer network, wireless transmission, telecommunications network and/or the Internet.
"the Territory" refers to the entire world.
1.2 Further Definition of "Media": Any references in this Agreement to "media" shall specifically include digital media and shall refer to the whole and each part of such Media.
1.3 Further Definition of "Kzan Limited": in this Agreement references to " Kzan Limited", "us" or "we" shall be taken to include its Associated Companies and where relevant any one of them.
1.4 Singular/plural/gender: in this Agreement references to the singular shall include the plural and references to one gender shall include all genders.
1.5 Definition of "Persons": references in this Agreement to "persons" shall be construed as including individuals, bodies (corporate or non-corporate) or partnerships.
2. The Date of our Agreement
This Agreement commences on which it is signed by you and Kzan Limited’s authorized representative. If it is signed on different dates, then this Agreement shall commence with effect from the later of the two dates of signing.
3. Your appointment of Kzan Limited as your agent for the to license the use your Media.
3.1 Appointment/Grant of Right to License: You hereby appoint Kzan Limited as your agent as provided for in this Agreement and for the licensing of your Accepted Media.
3.2 Determination of Pricing and Fees: You grant to us the sole and exclusive right as your agent to determine and/or agree on your behalf the appropriate fees and applicable Creators Agreement for the licensing your Accepted Media.
3.3 Right to Use Accepted Media in Marketing: you grant to the Kzan Limited the right to use, without any attendant charge, any of your Media the purpose of marketing the use of such Media and/or the Kzan Payment Portal .
3.3 Media Remain Your Property: All the Media provided by you including those licensed for use as provided for in this Agreement by Kzan Limited acting as your agent remain your property and shall not and cannot be construed as assets of Kzan Limtied in the event of any bankruptcy or other insolvency event.
4. How we will work together
4.1 Condition of your Media : You agree that all of the Media that you submit or otherwise provide to us will be in excellent condition and fit for its purpose(s) and otherwise comply with the requirements of this Agreement..
5. What your obligations and warranties are to us.
5.1 Caption and Release Information: You agree that you will accurately caption all of your Media .
5.2 Representations and Warranties Relating to All Media: You agree that you are making the following representations and warranties with regard to all of your Media ;
a) You have all right, title and interest in the Media;
b) You have not previously or otherwise assigned, transferred, or conveyed such right, title and/or interest in the Media;
c) You own the copyright in the Media absolutely and free from encumbrance, and that the exercise by Kzan Limited of its rights and/or obligations hereunder will not infringe upon any rights owned or possessed by any third party;
e) All of your Media are free of any liens, encumbrances or other restrictions against use thereof;
f) There are no outstanding, pending or threatened claims, judgments or litigation in relation to your Media by anyone, including the subjects of your Media;
g) Your Media do not and will not defame any third party or violate any third party's right to privacy ;
h) Your Media does not violate any copyright law nor infringe any trademark;
i) Where necessary, you have obtained each and all necessary model and/or property release(s) relating to your Media and all Media contain correct model and/or property release information;
j) The Media depict nothing that is either obscene or libelous, and all captions save only those purporting not to be facts are true.
6. What our obligations and warranties are to you.
6.1 Marketing: Kzan Limited will use its commercially reasonable efforts to publicize and promote the resources of Kzan Limited to its prospects and customers in particular the Kzan Payment Portal.
6.2 Licensing: Kzan Limited will take reasonable and appropriate measures to collect all fees charged for the licensing of your Media
6.3 Communication with Customers: Kzan Limited will take reasonable steps to inform the Licensees and its customers that your Media are protected by copyright law.
6.4 Status of Kzan Limited: in carrying out such obligations under this Agreement in relation to prospects, customers and/or Licensees, Kzan shall be acting for an on your behalf of you as your agent.
7. How we will pay you for sales of your media
7.1 Percentage of Sales: Kzan Limited will make payments to you from time to time which shall be equal to the the Net Revenue. You agree that Kzan Limited may hold such amounts of Net Revenue unless and until payable but shall owe no fiduciary interest to you in respect thereof.
8. How we can protect each other.
You agree to indemnify and hold harmless Kzan Limited from any and all losses, liabilities, damages, claims, demands, costs, obligations, and expenses (including interest, penalties, reasonable attorney's fees, expenses and costs) incurred by Kzan Limited and of its authorized agents, customers, or third parties and/or any Licensee(s) resulting from, arising from or relating to the breach of any of your obligations, representations and/or warranties in this Agreement including, but not limited to, claims arising from ownership, usage, breach of contract,, copyright or trademark infringement, erroneous caption, model or property release, right of privacy or publicity, defamation, or claims of prior use or publication. We may, at our option, recover any amounts due under this indemnity by deducting the same from any and all sums otherwise payable to you under or in connection with this Agreement.
9. Miscellaneous Terms.
9.1 Entire Agreement: This Agreement represents the entire agreement between Kzan Limited and you and shall apply to all Media previously submitted to Kzan Limited pursuant to any previous Agreement between us, as well as to Media hereafter submitted to Kzan by you. Amendments, modifications or changes to this Agreement are not effective unless agreed in writing by both parties.
9.2 Limitations on Assignment: Kzan Limited may assign its benefits under and/or transfer its rights and obligations under this Agreement without your prior written consent, to any corporation, partnership, limited liability company or other entity that succeeds Kzan Limited including as a result of any merger, buyout, reorganization, or similar transaction and in the case of any transfer you agree to enter into such agreement(s) as are necessary to effect the same. You agree that you will not assign your rights under nor purport to transfer your rights and obligations under this Agreement without our prior written consent.
9.3 Personal Service Agreement: Except as may otherwise be provided herein, this Agreement shall be contractually binding upon both Kzan Limited and you, and shall inure to the benefit of the respective heirs, executors, administrators, successors and permitted assigns of each of the parties hereto. You acknowledge that this is an Agreement for personal services, not an employment agreement, and that Kzan is acting in the capacity of an independently retained agent for you, and that you retain the status of an independent contractor. You also acknowledge that you are responsible for paying all taxes due on sums paid to you by the Kzan Limited
9.4 Governing Law: This Agreement , as well as any disputes or claims arising under or relating to this Agreement, shall be construed in accordance with and governed by the laws of England and both you and Kzan submit, for all purposes in connection with this Agreement, to the non-exclusive jurisdiction of the English Courts.
9.5. Invalid or Unenforceable Provision: Any partial or complete invalidity or unenforceability of any provision of this Agreement shall not modify or affect any other clause, sub-clause or provision.
9.6 Labels: The labels and numbers of the sub-clauses in this Agreement are for convenience of reference only and shall not amend, modify or construe any clause, sub-clause or provision of this Agreement.
9.7 Death or Disability: In the event of your death, or if you become disabled or incompetent while this Agreement is in effect, Kzan Limited shall have the right to continue Licensing your Accepted Media under the Creators Agreement. In the event of your death, your estate shall be bound by the terms of this Agreement and we will send all payments that would have otherwise accrued to you to your estate or personal representative, upon proper legal notification.
9.8 Authority: Each party (you and Kzan Limited) represents and warrants that it has the right, power and authority to enter into this Agreement, that the Agreement has been duly executed and delivered, that it is valid, legal and binding, and that it is not in conflict with or in violation of any other agreement, or such party's certificate of incorporation, organizational documents or bylaws. No trade, custom, or usage shall affect this Agreement or the Creators Agreement.
By ticking this box you are accepting and agreeing to the Creators Agreement [tick box, which needs to be ticked to allow Creator to proceed].