KraasImages – General Terms and Conditions

 

 

These terms govern your use of our website or services (collectively, “Services”) and content that we license to/from you as part of the Services, including any photographs, videos, illustrations, multimedia files, sound recordings, and/or any related documentation (collectively “Content”). By using the Services or accessing or providing the Content, you agree to these terms. As discussed more in Section 6 below, Licensors retain all rights and ownership they have in their Content that they make available through the Services.

 

  1. How this Agreement Works.

 

1.1 Choice of Law. Your relationship with KraasImages is governed by the laws of Jamaica.

 

1.2 Eligibility. You may only use the Services if you are over 13 years old.

 

1.3 Privacy. The Privacy Policy at [insert] governs any personal information you provide to us. By using the Services or Content you agree to the terms of the Privacy Policy.

 

1.4 Modification. We may modify, update, or discontinue the Services and/or Content (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your Content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.

 

  1. Use of Service.

 

2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.

 

2.2 KraasImages Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Content. We reserve all rights not granted under these terms.

 

2.3 User-Generated Content. As part of the Services, we host and license user-generated content to our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.

 

  1. Account Information.

 

You are responsible for all activity that occurs via your account. Please notify us immediately at legal@kraasimages.com if you become aware of any unauthorized use of your account. You may not (a) share your account information or (b) use another person’s account.

 

  1. User Conduct.

 

4.1 Legality. It is your responsibility to make sure your use of the Services and/or Content is legal where you use them.

4.2 Misuse. You must not misuse the Services or Content that we provide to you as part of the Services. For example, you must not:

 

(a) copy, modify, host, stream, sublicense, or resell the Services or Content;

(b) enable or allow others to use the Service or Content using your account information;

(c) enable or allow others to copy the Content that has been licensed by you;

(d) alter or modify the Content, or use the Content in a way that negatively changes the intended message thereof, including, without limitation, use of Content in a defamatory or pornographic manner;

(e) access or attempt to access the Services by any means other than the interface we provided or authorized;

(f) circumvent any access or use restrictions put into place to prevent certain uses of the Services or Content;

(g) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);

(h) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(i) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(j) attempt to disable, impair, or destroy the Services;

(k) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),

(l) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(m) place advertisement of any products or services in the Services except with our prior written approval;

(n) use any data mining or similar data gathering and extraction methods in connection with the Services; or

(o) violate applicable law.

 

4.3 Use of the Services on Behalf of Others. If you are licensing an image on behalf of a third-party, such as a client, you must obtain a separate license for each client. For example, an advertising agency who wishes to license an image on behalf of more than one client must obtain a separate license for each client.

 

  1. Terms and Conditions Specific to Licensees.

 

5.1 Royalty Free License. A “Royalty Free” License means that you are licensing Content for use in exchange for a one-time payment, and there are no restrictions on your use, save and except for these Terms and Conditions, and specifically the restrictions set forth in Section 4.3.

 

5.2 Editorial License. An “Editorial” License is not for commercial use, and may be used only in connection with news reporting and commentary by approved organizations.

 

5.3 Subscription Plans. We may offer Subscription Plans which allow users to license specified amounts of Content in exchange for a flat monthly rate. Payment for the Subscription Plan is due on the first day of each month.  If we have a credit card on file for you, the applicable Subscription Plan charges will be applied to the credit card on the first business day of each month until such time as you discontinue your subscription. If we do not have a credit card on file for you, then you must make arrangements to make payment. If your payment is more than 30 days past due, we reserve the right to suspend your access to the Services and/or Content until such time as payment is made in full.

 

5.4 Credit Card Information. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

 

  1. Terms and Conditions Specific to Licensors.

 

6.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.

 

6.2 Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you email or otherwise submit or transmit content to us, you grant us a non-exclusive, worldwide, sub-licensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content, and the name, image, likeness and biographical data of the artist(s), authors/composers, and producers.

 

6.3 Royalties. In consideration for the rights granted to us by you, we will pay to you a royalty of 55% of the non-subscription royalties actually received by us for your Content licensed by third-parties under a “Royalty-Free” License, and 60% of the non-subscription royalties actually received by us for your Content licensed by third-parties under an “Editorial” License (as described above). We will account to you for royalties owed on a monthly basis, within 30 days of end of the preceding month.

 

6.4 Subscription Royalties. Your Content is automatically made available by us to Users with Subscription Plans (as described above in Section 5.3). The royalty payable to you for Content sub-licensed under a Subscription Plan shall be calculated by dividing the monthly subscription payment by the total pieces of Content downloaded by a User, and applying the applicable royalty rate.

 

6.4 Termination of License. You may revoke this license to your content and terminate our rights at any time by emailing us at legal@kraasimages.com and specifically identifying the Content you wish us to remove from the Service. Within 48 hours of receipt of your revocation, we will cease sub-licensing the Content specified in your notice. However, some copies of your content may be retained as part of our routine backups. For the avoidance of doubt, termination shall only apply to our ability to grant future sub-licenses, and shall not affect sub-licenses already granted by us to third-parties.

 

6.5 No Obligation. We have the sole and exclusive right to determine what Content is used with the Services, and we have no obligation to use any content that is transmitted to us.

 

6.6 Warranty. By submitting your content to us, you represent and warrant that you: (a) own the content, or have all necessary licenses and permissions, to use and share the content, and grant to use the rights granted herein; (b) you have obtained all licenses, permissions, approvals, consents and clearances required for any individuals, property, compositions, samples or other third party intellectual property, content or materials embodied in or used in association with the content; and (c) the content does not and will not violate any law or infringe the rights of any third party (including, without limitation, any intellectual property rights).

 

  1. Indemnification.

 

You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Content, or your violation of these terms, including specifically without limitation the warranties set forth above.

 

  1. Disclaimers of Warranties.

 

8.1 Unless stated in the Additional Terms, the Services and Content are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Content will be effective, accurate, or reliable; (c) the quality of the Services or Content will meet your expectations; or that (d) any errors or defects in the Services or Content will be corrected.

 

8.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Content. You may use and access the Services or Content at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Content.

 

  1. Limitation of Liability.

 

9.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Content. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.

 

9.2 Our total liability in any matter arising out of or related to these terms is limited to US $100. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

 

9.3 The limitations and exclusions in this Section 9 apply to the maximum extent permitted by law.

 

  1. Termination.

 

10.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

 

10.2 Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Content if:

 

(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

(b) you fail to make the timely payment of fees for the Software or the Content, if any;

(c) we are required to do so by law (for example, where the provision of the Services or Content to you is, or becomes, unlawful); or

(d) we elect to discontinue the Services or Content, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law).

 

10.4 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Content may cease to be available without prior notice.

 

  1. Dispute Resolution.

 

11.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you agree to submit the dispute to non-binding mediation in Kingston, Jamaica, the costs of which shall be shared equally between you and KrassImages. In the event that the dispute is not resolved by either of the foregoing methods, you and KraasImages must resolve any claims relating to these terms, the Services, or the Content through final and binding arbitration in Jamaica.

 

  1. Modification.

 

We may modify these terms or any additional terms that apply to a Service or Content to, for example, reflect changes to the law or changes to our Services or the Content. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Content. By continuing to use or access the Services or Content after the revisions come into effect, you agree to be bound by the revised terms.

 

  1. Miscellaneous.

 

13.2 Notice to KraasImages. You may send the notices required hereunder to us at the following address: legal@kraasimages.com with a copy to Sarah Hsia, Esq. at sarah@rockstonelegal.com.

 

13.3 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.

 

13.4 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Content and supersede any prior agreements between you and us relating to the Services.

 

13.5 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.

 

13.6 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

 

13.7 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.