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Licensee: Business, Individual or Legal Entity as indicated at the time of purchase.
Number of Users: The number of permitted users is the number of users paid for at the time of purchase.
Non-Commerical (Personal) Use: Allowed.
Commercial Use: Allowed for 500 Physical and Digital End Products, printed advertisements within a local market and use in one business social media account.
By purchasing any product from Kzara Visual the (“Platform”), you the (“Licensee”) agrees to the terms herein, including, without limitation Section 9 (Important General Legal Provisions).
Kzara Visual offers different license types and the one selected at the time of purchase applies to the Licensee’s use of the Licensed Asset. This License Agreement states the terms and conditions of the Licensee’s non-exclusive and limited copyright license with respect to the digital content (“Licensed Asset”) made available on the Platform by the Shop Owner and purchased by Licensee. The Licensed Asset item number will be emailed to you at the account email address the Platform has on file along with a link to this License Agreement; retain this for your records.
This License Agreement may also apply to digital content that the Platform makes available as free digital downloads (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.
This License Agreement is an agreement between:
(a) The “Licensee” who is the individual person indicated as the licensee during the purchase process and
(b) Kzara Visual (“The Platform”) on behalf of the seller (“Shop Owner”) as licensor.
This is an individual license for Non-commercial use (as defined below) only, and the Licensed Asset may be used and accessed (as permitted in this License Agreement) only by a single individual person, who is the Licensee indicated at the time of purchase. If multiple individuals will work together to use the same Licensed Asset, then each individual must purchase a license for that Licensed Asset. Licensee may select multiple users at the time of purchase only if Licensee is authorized to legally bind the other individuals who will use the Licensed Asset to this License Agreement (e.g., a child or a spouse). For use by a business, such as an employer, one of the license agreements that permits Commercial use is required.
2. Asset Management
Licensee may only upload the Licensed Asset to (i) a personal server owned and controlled by Licensee or (ii) a private cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.
3. This licence agreement is intended for Non-Commercial (Personal) use only.
Commercial use is not permitted with this license type.
This License Agreement permits only Non-commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is expressly prohibited. Commercial Use “Commercial” use is any use:
(i) that involves an exchange of money or other consideration,
(ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or
(iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and
(iii) is met, then the use is deemed “Commercial”. Non-Commercial Use (Personal) “Non-commercial” use is a use for solely personal purposes; any use that meets the definition of “Commercial use” can not be a Non-commercial use.
4. Permitted Uses and Limitations
The “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly allowed below:
4.1 – End Products for Non-Commercial Use
Physical Products for Non-Commercial Use: Licensee may create physical end products not for resale or wholesale such as, but not limited to, clothing, labels, packaging containers, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for Non-commercial use only. Digital or Print Publication for Non-Commercial Use: Licensee may use the Licensed Asset in digital or print publications such as cards, invitations, photo albums, and scrap books, e-books or e-publications, static designs and static website elements that are for Non-commercial use only.
4.2 – Personal Social Media for Non-Commercial Use
Personal Social Media for Non-Commercial Use: One personal social media account (not on a company or business social media page) for Non-commercial use.
4.3 – Streaming of Motion Picture, Videos and Audiovisual Content Streaming:
Streaming via internet only of motion picture, videos and audio visual works, excluding advertisements, is allowed for Non-commercial use only with no limit on lifetime views for Non-commercial use.
5. Prohibited Uses
(These uses may only be available with a commercial license, extended commercial license or custom license.
Digital assets purchased under the personal license are not allowed to be used for the below. Contact Kzara Visual to find out more):
5.1 – End Products
All End Products for Commercial use (including, without limitation, physical products, product packaging, digital products, or digital or print publications) are not allowed.On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services) for Commercial Use or Non-Commercial Use are not allowed.
Any use that allows anyone other than the Licensee, such as an end user to customize a digital or physical end product is not allowed whether for Commercial use or Non-commercial use. This includes, but is not limited to, “print on demand”, “made to order”, or “download on demand” application.
5.2 – Social Media, Marketing, and Advertisements
Company Social Media: is not allowed for Commercial use or Non-commercial use. Physical (Printed, Paid or Unpaid) Advertisements: Such as billboards, signage, printed advertisement, etc. are not allowed for Commercial use or Non-commercial use.
Digital (Paid or Unpaid) Advertisements: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, etc. are not allowed for Commercial use or Non-commercial use.
5.3 – Broadcast and Streaming of Motion Picture, Videos and Audiovisual Content Broadcast and Streaming:
(a) Streaming for Commercial use and
(b) broadcast for Commercial use or Non-commercial use by any means, including via network, cable, satellite, pay-per-view, video on demand of content including motion picture or audio visual works incorporating the Licensed Asset, including advertisements, is not allowed.
5.4 – Digital Development Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development:
is not allowed for Commercial use nor Non-commercial use.
5.5 – Trademark and Copyright Trademark:
Licensed Asset may not be used as part of a trademark, service mark, design mark or trade-name. In no event does this License Agreement allow Licensee to — and Licensee shall not seek to — register, protect, or enforce any trademark or similar rights in the Licensed Asset. Contact Kzara Visual for a custom license if these rights are desired.
Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).
5.6 – Future Technologies This license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the license.
6. Strictly Prohibited Uses
Nothing in this License Agreement grants the Licensee any of the following rights, all of which rights are expressly retained:
6.1 Resale or Sub-Licensing of the Licensed Asset or any modification of it in source file form is strictly prohibited.
6.2 – Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or a template).
6.3 – Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute the Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.
6.4 – Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:
(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(viii) contains any information or content that you know is not correct and current; or
(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
6.5 – Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.
6.6 – Any other use that is not expressly permitted in Section 4 (Permitted Uses and Limitations) is strictly prohibited.
7. Client, Service Provider, and other Third Party Use Prohibited
(Third party use requires the third party to obtain its own license unless a custom license is purchased):
7.1 – This License Agreement does not permit sublicensing, except as stated in Section 7.2.
7.2 – Limited Sublicensing of End Users Is Permitted.
The restriction above does not prohibit Licensee from sublicensing Licensee’s rights third parties solely to manufacture, or distribute completed End Uses of the Licensed Asset for Non-commercial uses (as expressly permitted herein) when done on behalf of Licensee, provided that Licensee shall at all times ensure compliance with the terms of this License Agreement.
8. Attribution and when to credit authors
8.1 – When credit is required:
All editorial use requires a credit; however for non-editorial use a credit is only required where credits are accorded to other providers of licensed material. Credits, when required, shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits.
8.2 – How to provide credit:
“[Licensed asset product type] copyright [Shop Owner] via Kzara Visual”.
All digital content available on Kzara Visual (www.kzaravisual.com), including, without limitation, the Licensed Asset, is protected by Switzerland and International Copyright and other Laws and Treaties.
Between you and the Shop Owner, the Shop Owner retains ownership of the Licensed Asset, but grants to the Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable (except as expressly allowed above), copyright to use the Licensed Asset as expressly set forth above on the terms herein. All other rights, as between the Licensee, the Shop Owner, and Kzara Visual are reserved by the Shop Owner and Kzara Visual.
The Licensee may not assert any ownership in the Licensed Asset itself nor any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Asset. Any reference to the “purchase” or “sale” (or similar terms) of the Licensed Asset refers to the purchase of a limited license only and not the purchase of the underlying copyright or work itself. As a licensee, the Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant the Licensee any rights to trademark or any other intellectual property rights (aside from copyright) in the Licensed Asset.
9.2 – Termination
Kzara Visual reserves the right to terminate this License Agreement at any time if the Licensee breaches any of the terms of this or any other agreement with Kzara Visual, in which case the Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Kzara Visual in writing that the Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Kzara Visual’s request, the Licensee agrees to remove any content from such platform or website.
9.3 – Content Withdrawal
Kzara Visual may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Kzara Visual, or upon the Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Kzara Visual may require the Licensee to immediately, and at the Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies; and ensure that the Licensee’s clients, distributors and/or licensees do likewise.
Kzara Visual will provide you with replacement content (determined by Kzara Visual in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
9.4 – Audit
Upon reasonable notice, The Licensee agrees to provide to Kzara Visual sample copies of projects or end uses that contain the Licensed Asset, including by providing Kzara Visual with free of charge access to any pay-walled or otherwise restricted access to the website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Kzara Visual may, at its discretion, either through its own employees or through a third party, audit the Licensee’s records directly related to this License Agreement and the Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement.
If any audit reveals an underpayment by the Licensee to Kzara Visual of five percent (5%) or more of the amount the Licensee should have paid, then in addition to paying Kzara Visual the amount of the underpayment and any other remedies to which Kzara Visual is entitled, you also agree to reimburse Kzara Visual for the costs of conducting the audit.
9.5 – Disclaimer of Warranties
Licensee’s use of the Licensed Asset is at the Licensee’s own risk. The Licensed Asset is provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Kzara Visual and the Shop Owner herby disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantablity, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
9.6 – Limitation on Liability
In no event will Kzara Visual, its Affiliates or their Licensors (including, without limitation, the Shop Owners), Service Providers, Employees, Agents, Officers or Directors be held liable for damages of any kind, under any legal theory, arising out of or in connection with this License Agreement, including, without limitation, your use, or inability to use, the Licensed Asset, including any indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), intellectual property infringement, breach of contract or otherwise, even if foreseeable.
In no event will Kzara Visual, its Affiliates or their Licensors (including, without limitation, the Shop Owners), Service Providers, Employees, Agents, Officers or Directors be held liable for damages of any kind, under any legal theory, arising out of or in connection with this License Agreement, including, without limitation, your use, or inability to use, the Licensed Asset, exceed the fees that the Licensee paid for the Licensed Asset. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
9.7 – Indemnification
Licensee agrees to defend, indemnify and hold harmless Kzara Visual, its affiliates, licensors (including, without limitation, Shop Owners) and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf, including, without limitation, service providers)
(i) violation of this License Agreement,
(ii) use of the Licensed Asset in violation of the law, rules or regulations, or
(iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.
9.8 – Limitation on Time to File Claims
To the maximum extent permitted by law, any cause of action or claim you may have arising out of or relating to the Licensed Asset or this License Agreement must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
9.9 – Choice of Law and Forum<
All matters relating to the Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Switzerland without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in the federal courts of Switzerland although we retain the right to bring any suit, action or proceeding against the Licensee for breach of this License Agreement in the Licensee’s country of residence or any other relevant country.
Licensee waives any and all objections to the exercise of jurisdiction over the Licensee by such courts and to venue in such courts to the maximum extent permitted by law.
9.10 – Arbitration
At Kzara Visual’s sole discretion, except to the extent prohibited by law, Kzara Visual may require licensee to submit any disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the rules of arbitration under the rules of the Swiss Arbitration Association (ASA) applying Switzerland law.
9.11 – Waiver and Severability
No waiver by Kzara Visual of any term or condition set forth in this License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Kzara Visual to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.
If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.
9.12 – Entire Agreement
This License Agreement, together with the Kzara Visual Terms and Conditions Policy (“Terms and Conditions”) constitutes the sole and entire agreement between the Licensee on the one hand and Kzara Visual and the Shop Owner on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This License Agreement supersedes any conflicting terms set forth in the Terms and Conditions Policy with respect to the Licensed Asset.
9.13 – Notices
All notices required to be sent to Kzara Visual under this License Agreement should be sent via email to hello@kzaravisual.com. All notices to the Licensee will be sent via email to the address provided by Licensee during account creation or at purchase.
9.14 – Modifications
Kzara Visual reserves the right to modify this License Agreement at any time and will post an updated version on the Kzara Visual Platform. The then current version of the License Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated).
Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Kzara Visual notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).
9.15 – Interpretation
Unless the context requires otherwise, in any part of this License Agreement:
(i) “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; and
(ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.
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