Licensing Agreement

Terms of Service – Licensing Agreement

The following Terms of Service ("TOS") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and Kozak Creatives LLC, Vermont DBA - Kingdom Art Digitals (“Kingdom Art Digitals”) and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this TOS when you purchase any Content licenses. Kingdom Art Digitals reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, Kingdom Art Digitals will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Kingdom Art Digitals account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.

For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.

• "Content" means all content available for license from the Kingdom Art Digitals website, including Images (as defined herein.)
• "Image(s)" means still photographs, vectors, drawings, graphics, and the like.
• "Visual Content" shall refer to Images and any other Content made available.

PART I – VISUAL CONTENT LICENSES

• Kingdom Art Digitals hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

1. STANDARD IMAGE LICENSE (automatically granted upon purchase of a design) grants you the right to use Images in the following manner:

1. Use each design unlimitedly for your personal use (Without making money).
2. Create and sell only physical finished end products up to 100 times by crediting us on the same page as the product that is being sold or displayed.
3. Re-size, re-color, crop, rotate, or add other elements to the image.
1. PRINT ON DEMAND LICENSE grants you the right to use an Image in the following manner:
1. Send the file to a third party printer and the third-party printer puts the image on a physical product for you (Including but not limited to Printful, Zazzle, Redbubble, Teespring, Spreadshirt or Amazon Merch).
2. Re-size, re-color, crop, rotate, or add other elements to the image.
2. EXTENDED COMMERCIAL LICENSE grants you the right to use an Image in the following manner:
1. Create and sell only physical finished end products up to 1000 times.
2. Re-size, re-color, crop, rotate, or add other elements to the image.
1. RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

1. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
2. Portray any person depicted in Visual Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
3. Without the appropriate license, upload Visual Content to sell on any Print on Demand or Drop Shipping sites, including but not limited to Printful, Zazzle, Redbubble, Teespring, Spreadshirt or Amazon Merch.
4. Share, re-sell or distribute Visual Content as is, modified or in part of any designs.
5. Alter to create any digital file to re-sell or share.
6. Use Visual Content to create any physical intermediate products like vinyl, embroidery design, etc. which are used to create finished end product to sell or share.
7. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
8. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.
9. Use Visual Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
10. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
11. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.
1. CREDIT AND COPYRIGHT NOTICES
1. The use of Images in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Kingdom Art Digitals contributor and to Kingdom Art Digitals in substantially the following form:

"Name of Artist/Kingdom Art Digitals.com"

1. Editorial credits shall take the following form:

"Name of Artist / Agency / Kingdom Art Digitals"

1. If and where commercially reasonable, the use of Images in Merchandise or an audio-visual production shall be accompanied by a credit to Kingdom Art Digitals in substantially the following form:

"Image(s) (as applicable), used under license from Kingdom Art Digitals.com"

1. Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
2. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

PART II - WARRANTIES AND REPRESENTATIONS

1. Kingdom Art Digitals warrants and represents that:
1. Kingdom Art Digitals's contributors have granted Kingdom Art Digitals all necessary rights in and to the Content to grant the rights set forth in Part I as applicable.
2. Images in its original unaltered form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
3. Editorial content in the original unaltered form and used in full compliance with this TOS and applicable law, will not infringe a third party’s copyright, it being understood that the foregoing warranty does not apply to elements depicted in the Editorial content.
2. KINGDOM ART DIGITALS MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY KEYWORD, TITLES OR DESCRIPTIONS. For the sake of clarity, Kingdom Art Digitals will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
3. KINGDOM ART DIGITALS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.  KINGDOM ART DIGITALS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER ANY PARTICULAR USE OF AN IMAGE WOULD VIOLATE ANY THIRD PARTY’S TRADEMARK RIGHTS.

PART III - INDEMNIFICATION AND LIABILITY

1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Kingdom Art Digitals, Kingdom Art Digitals will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Kingdom Art Digitals’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Kingdom Art Digitals, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Kingdom Art Digitals at [INSERT EMAIL ADDRESS], with a hard copy to Kingdom Art Digitals, [INSERT ADDRESS], via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Kingdom Art Digitals shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Kingdom Art Digitals in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Kingdom Art Digitals is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Kingdom Art Digitals having a reasonable opportunity to analyze such claim’s validity.
2. Kingdom Art Digitals shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
3. Limits of Liability: Kingdom Art Digitals’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s license shall be the amount paid for the license by the Customer.
4. You will indemnify and hold Kingdom Art Digitals, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this TOS. You further agree to indemnify Kingdom Art Digitals for all costs and expenses that Kingdom Art Digitals incurs in the event that you breach any of the terms of this or any other agreement with Kingdom Art Digitals.

PART IV - ADDITIONAL TERMS

1. Except when required by law, Kingdom Art Digitals shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable. You authorize Kingdom Art Digitals to charge you all fees for the duration of the term agreed to at the time of purchase. In the event that Kingdom Art Digitals determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
2. The fees charged by Kingdom Art Digitals are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If Kingdom Art Digitals is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Kingdom Art Digitals or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
3. "Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Kingdom Art Digitals of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content.
4. Upon notice from Kingdom Art Digitals or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Kingdom Art Digitals may be liable, or if Kingdom Art Digitals removes any Content due to perceived business risk as determined in Kingdom Art Digitals's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Kingdom Art Digitals shall provide you with comparable Content (which comparability will be determined by Kingdom Art Digitals in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.
5. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Kingdom Art Digitals, upon Kingdom Art Digitals’s reasonable request.
6. Arbitration.

1. Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state Vermont. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to Kingdom Art Digitals. This arbitration provision will survive termination of this TOS.

1. YOU AND KINGDOM ART DIGITALS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Kingdom Art Digitals agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Kingdom Art Digitals acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.
2. If a court decides that applicable law precludes enforcement of any of the limitations in this Part IV, Section 6 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
1. Neither party may assign this agreement, without the prior written approval of the other party, except that Kingdom Art Digitals may assign this agreement to a subsidiary, an affiliated company within the Kingdom Art Digitals group, the entity that results from a merger or other corporate reorganization involving Kingdom Art Digitals, or an entity that acquires all or substantially all of Kingdom Art Digitals’s assets or capital stock.
2. This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of Vermont.
3. If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Kingdom Art Digitals for any breaches of the terms of this TOS. You hereby grant Kingdom Art Digitals a worldwide, non-exclusive, limited license to use your trademarks in Kingdom Art Digitals's promotional materials, including a public customer list. Kingdom Art Digitals's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Kingdom Art Digitals and shall at all times inure to your benefit. Kingdom Art Digitals further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Kingdom Art Digitals of your email request.
4. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
5. If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.
6. You expressly agree that any feedback provided to you by Kingdom Art Digitals or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. Kingdom Art Digitals cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Kingdom Art Digitals or its representatives.
7. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
8. In the event that you breach any of the terms of this or any other agreement with Kingdom Art Digitals, Kingdom Art Digitals shall have the right to terminate your account without further notice, in addition to Kingdom Art Digitals's other rights at law and/or equity. Kingdom Art Digitals shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
9. Except as expressly set forth in the applicable license and warranties sections herein, Kingdom Art Digitals grants no rights and makes no further warranties. Kingdom Art Digitals only has model or property releases where expressly indicated on the Kingdom Art Digitals website.
10. Kingdom Art Digitals's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
11. As provided in Part III hereof, in no event, will Kingdom Art Digitals's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Kingdom Art Digitals websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Kingdom Art Digitals from you for the applicable Content license.
12. Neither Kingdom Art Digitals nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Kingdom Art Digitals's breach of this agreement, or otherwise, unless expressly provided for herein, even if Kingdom Art Digitals has been advised of the possibility of such damages, costs or losses.
13. Except as expressly set forth in Part II, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
14. Kingdom Art Digitals does not warrant that the Content, Kingdom Art Digitals websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
15. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Kingdom Art Digitals, Kingdom Art Digitals will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.