End User
License Agreement
Terms and Conditions for using the Material.
These Terms and Conditions set out and serve as a contract between you and us, Kzan Limited acting as agent for the Creator of the Material which is the subject of this contract (the “Contract”).
Upon and subject to payment to us acting as the agent of our creator of all amounts due hereunder in respect of the Material, you may use such Material licensed to you under this Contract on a non-exclusive basis for the Permitted Purposes as provided for in this Contract.
You do not acquire any right, title or interest in or to any of the Material.
- Definitions used in this Contract
"Creator" refers to the party (or parties) responsible for producing the Material.
"Client", "You and "Your" refers to you as a user of the Kzan Payment Portal. The terms "kzan", "us" and "our" refer to Kzan Limited, acting as the authorised agent for each ad all of the Creators.
"Image" " Works" " Material" means a photograph and/or video, picture, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving. It also includes an audio file containing music and or sound effects.
"Intellectual Property Rights" means all copyright, database right, patents, registered designs, trademarks and service marks (whether registered or not), design rights, and all similar property rights including those subsisting in any part of the world in drawings, software inventions and confidential information
“Kzan Payment Portal” means the webapp located at www.kzan.world as may be developed, extended and/or replaced from time to time.
"Reproduction" means any form of copying, displaying or publication of the whole or part of any Image made available to you by us.
"Text" means any words, information or data comprising an article, feature, interview, recipe, caption, or any other words in written or digitally stored.
"non-transferable" means that the work you produce using our Material must be for your own use, or for the use of your direct employer, client, or customer. You may not sell, rent, loan, give, sub-license, .or otherwise transfer to anyone our Material or the right to use or reproduce the Material and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Material. You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Material.
This is what you are agreeing to;
Kzan Limited has agreed on behalf of and as agent for each and every Creator of the Material to grant you a license to use of the Material in accordance with the terms stated herein. IF YOU OBJECT TO ANY OF THESE TERMS AND CONDITIONS CLICK THE "I DO NOT AGREE" BUTTON BELOW.
These Terms and conditions cannot be varied.
You cannot re assign these terms and conditions or all or any of the benefit(s) thereunder to someone other than yourself.
All rights that are not granted to you are reserved without limitations for Kzan limited.
2. Ownership of material
The Material remains in the ownership of the Creator and you have no ownership of or copyright in all or any of the Material. Your invoice details the rights that have been granted to you.
3. Reproduction Rights
(a) The Reproduction rights as granted to you for the Material under this Contract are limited to those as expressly set out in this Contract.
(b) Reproduction rights for the Material are subject to these Terms and Conditions .
4. What you cannot do.
Transfer or assign any rights to the Material.
Re sell the material
Use the Material in any way that might be deemed defamatory, libellous, pornographic, or obscene. If you are in any doubt you must email hello@kzan.world to seek written approval.
5. Releases and Permissions
- (a)No valid model, property or other releases exist for any Image on our web/app unless specified by us.
- (b)You agree to indemnify and hold the Creator(s) and Kzan Limited as agent of the Creator(s) harmless against any and all claims arising out of the use of any Material where the existence of such release(s) has not been specified by us. The limit of our liability shall be the sum paid to us per our Invoice/Copyright License for the uses of the particular Material involved.
(c) Kzan Limited gives no rights or warranties with regard to the use of names, trademarks, logotypes, registered or copyrighted designs or works of art depicted in any Image, and you must satisfy yourself that all necessary rights, model releases, property releases, permissions or consents which may be required for any Reproduction or other use thereof are obtained.
6. How long do I get to use the Material?
The term of the Licence we issue you is in perpetuity unless otherwise specified.
7. Payment
When you have paid the creator the material will be released to you normally within 24 hours.
8.Termination
Kzan Limited may immediately terminate this Agreement by notice to you without payment of compensation to or for any damage and or loss caused to you solely by such termination.
(a) You shall indemnify and hold Kzan Limited harmless against all claims, loss, damage, proceedings or costs.
- You agree to indemnify and hold harmless Kzan Limited against all claims, loss, damage, demands, proceedings, costs, damages and/or related expenses, whether foreseeable or not, arising directly or indirectly in respect of any claims
(i) with respect to any Material that has been the subject of any Reproduction without the necessary rights, model releases, property releases, permissions or consents; and/or
- that the Reproduction of any Material provided to you by us infringes the Intellectual Property Rights of any third party.
(b) You agree that you will not use or permit the use of the Material to defame any person or violate any person's right of privacy or publicity, for any obscene or indecent purpose, or in any other way which is illegal or unlawful. You further agree not to use or permit the use of the Material as a trade or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof. You agree to indemnify and hold us harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of our Images other than in accordance with the terms of this Agreement.
9.Exclusions/Limitations of our Liability
(a) You agree that you accept these Terms and Conditions with the full knowledge that the liability of Kzan Limited is limited.
(b) Kzan Limited provides the Kzan Payment Portal located at www.kzan.world and/or any online material without warranty of any kind, whether express or implied, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Kzan Limited do not warrant that use of the Material will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.
c) Except as specified in this Contract, all express, statutory or implied representations, warranties and conditions, including but not limited to any implied warranty and/or
condition of satisfactory quality, fitness for a particular purpose or non-infringement, are hereby disclaimed.
d) In no event will Kzan Limited be liable for any damages including, without limitation, any indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data or profits, whether in action of contract, negligence or other action, arising out of or in connection with this Contract, including without limitation (i) the use of or inability to use the Material or (ii) the inability to obtain additional rights to the material (including making additional copies). In any event, the limit of liability of Kzan Limited shall be no greater than the amounts paid by you for the Material to us on or before the date on which the event giving rise to such liability arose.
(e) There may be links from the Kzan Payment Portal and/or the Kzan Limited web site to other web sites on the Internet; however, these web sites are not controlled by us and we are not responsible for any content contained on any such web site or any loss suffered by you in relation to your use of such web sites. You waive any and all claims against us regarding or arising as a result of the inclusion of links from the Kzan Payment portal and/or Kzan Limited web site to outside web sites or your use of those web sites.
(f) Some U.S. states and countries outside the United Kingdom do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by such state or national provisions.
10. Other Provisions
From time to time we may change the contents of our Terms and Conditions, Privacy Policy, prices, license terms, and other information and data; these changes will be made without prior notice to you.
11. Interpretation, Governing Law & Disputes
This Contract, as well as any disputes or claims arising under or relating to this Contract, shall be governed by, and construed in accordance with, the laws of England and both you and Kzan Limited submit, for all purposes in connection with this Agreement, to the non-exclusive jurisdiction of the English Courts.
BY DOWNLOADING THE MATERIAL YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, PROMPTLY RETURN MATERIAL TO THE CREATOR WITHIN 24 HOURS AND DELETE FROM ANY COMPUTERS THAT YOU MAY HAVE COPIED TO AND SAVED ANY OF THE DIGITAL FILES.
12. We are granting you a Grant of Licence
Kzan Limited grants to you the non-exclusive, non-transferable license to use and modify the Material subject to the restrictions contained herein for the purposes set out below.
You may use the Material in your personal, professional, internal, editorial and client projects including printed materials, advertisements, packaging, presentations, video, on-line or multimedia projects.
This Contract does not permit and you agree not to use the Material for the following purposes.
You may not use any of the Material to promote a business that otherwise competes with Kzan limited in any manner;
You may not use, or allow anyone else to use any of the Material to create pornographic, libellous, obscene or defamatory material.
The Material may not be copied in its entirety.
You may not rent, transfer or grant any rights to Material contained herein, or any compilation, derivative or collective work containing the Material to any other person or organisation.
Using the Material in a way not covered by this Contract or that is specifically prohibited, without prior written consent from Kzan Limited , is a violation of United States Federal and United Kingdom copyright law. This license is in force until it is terminated. If you do not comply with the terms and conditions above, this license automatically terminates.
13. COPYRIGHT
All copyright in the Material is owned by the Creator(s) thereof and is protected by international treaty provisions and other applicable laws. No title or Intellectual Property Rights in the Material are transferred to you. The relevant Creator(s) of the Material retain(s) all rights not expressly granted by this Contract.
14. LIMITED WARRANTY
Kzan limited makes no other warranty nor agrees any other condition, representation or undertaking, either express or implied, of any nature, including as to merchantability, satisfactory quality, fitness for any particular use or compatibility with any computer or other kind of equipment.
Neither Kzan limited nor any of its agents or employees shall be liable to any distributor or other reseller, customer, end user or other person or any indirect, incidental, special or consequential damages (including loss of profit, business, revenue, goodwill or anticipated savings) resulting from its performance or non-performance of this Contract or the use of, or inability to use, the Material provided under this Contract or arising (or which might be claimed) under any other cause of action or theory of claim.
Moreover, the liability of the Creators and/or Kzan Limited, its agents and employees in the aggregate in respect of any cause of action (whether arising in tort, contract or otherwise and notwithstanding any negligence or other fault) shall in no event exceed the amounts paid in respect of the Material to which the cause of action relates prior to the date on which the event giving rise to such cause of action arose. Some jurisdictions do not permit the restriction of liability in respect of death, personal injury, deceit nor the exclusion of certain implied conditions and/or warranties and, accordingly, any liability of the Creator(s) and Kzan Limited shall not be restricted to the extent that this is not legally permitted
15. GENERAL PROVISIONS
This Contract will be governed by the laws of England excluding the application of its conflicts of law rules. This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Contract is found void and unenforceable, it will not affect the validity of the balance of the Contract, which shall remain valid and enforceable according to its terms. You agree that the Material will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. Kzan Limited reserves the right to discontinue the license of the Material or any part thereof, for any reason and to elect to replace the Material or any part thereof with an alternative. Upon notice of any discontinuance of a license you, and your employer and your client if applicable, agree not to further use the Material which is the subject of the license so discontinued. This Agreement shall automatically terminate upon failure by you to comply with its terms. We request a credit line stating 'kzan/creators name'.