The following 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 Capzool,
Inc., with its office at Capzool, Inc., 18730 Oxnard Street, Suite 202, Tarazana, CA
91356, United States, referred to hereafter as "Capzool"). By entering into this
agreement, you verify that your country of residence is the same as your billing address.
"post(s)" means the content for license through the Capzool website and includes but
not limited to photographs, vectors, drawings, designated wording, designated hashtags
and the like available wether they come as a whole or as individuals.
"Visual Content" shall refer collectively to Posts and its content.
The following Terms of Service ("TOS") constitutes an agreement between Customer
and Capzool setting forth the rights and obligations with respect to any Visual Content
licensed by you. By agreeing to the TOS, you agree that these terms control your rights
and obligations with respect to all Visual Content licenses set forth herein,
notwithstanding the subscription or license you may be purchasing today. Please revisit
these TOS when you purchase any Visual Content.
THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO
LICENSE, DOWNLOAD AND USE VISUAL CONTENT. If you require a multi-user
account, please contact Customer Service (Email: email@example.com or Phone inside
Part I Visual Content Licenses
a Post Licenses
b Restrictions on Use of Visual Content
Part II Warranties and Representations
Part III Indemnification and Liability
Part IV Additional Terms
PART I VISUAL CONTENT LICENSES
Capzool hereby grants you a non-exclusive, non-transferable right to use, modify and
reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the
applicable license and subject to the limitations set forth herein:
a POST LICENSES
i A STANDARD POST LICENSE grants you the right to use Posts:
1 As a digital reproduction, in social media.
2 For your own personal, non-commercial use (not for resale,
download, distribution, or any commercial use of any kind).
If the Standard Post licenses do not grant the rights you require please
contact Customer Service.
b RESTRICTIONS ON USE OF VISUAL CONTENT YOU MAY NOT:
i Use Visual Content other than as expressly provided by the license you
purchased with respect to such Visual Content.
ii 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.
iii Use any Visual Content in a pornographic, defamatory, or deceptive
context, or in a manner that could be considered libelous, obscene, or
iv Use Visual Content designated "Editorial Use Only" for commercial
v Resell, redistribute, provide access to, share or transfer any Visual
Content except as specifically provided herein.
vi 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.
vii Use any Visual Content (in whole or in part) as a trademark, service mark,
logo, or other indication of origin, or as part thereof.
viii 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.
e If you require any of the foregoing rights, please contact our Customer Service.
f CREDIT AND COPYRIGHT NOTICES
i The use of Visual Content in an "editorial" context, shall be accompanied
by an adjacent credit to the Capzool contributor and to Capzool in
substantially the following form: "Name of Contributor/Capzool.com"
ii If and where commercially reasonable, the use of Visual Content in
Merchandise or a Production shall be accompanied by a credit to Capzool
in substantially the following form: "Post used under license from
iii Credit attributions are not required in connection with any other use of
Posts unless another stock content provided is afforded credit in
connection with the same use.
iv 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
a Capzool warrants and represents that:
i Capzool's contributors have granted Capzool all necessary rights in and to
the Visual Content to grant the rights set forth in Part I as applicable.
ii Visual Content in its original unaltered form and used in full compliance
with these TOS and applicable law, will not: i) infringe any copyright,
trademark or other intellectual property right; 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.
b While Capzool makes commercially reasonable efforts to ensure the accuracy of
keywords and descriptions, as well as the integrity of Visual Content designated
"Editorial Use Only", CAPZOOL MAKES NO WARRANTIES AND/OR
REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR
DESCRIPTIONS; OR III) VISUAL CONTENT DESIGNATED "EDITORIAL USE
ONLY". For the sake of clarity, Capzool will not indemnify or have any liability in
respect of any claims arising from inaccurate keyword, titles or descriptions, or
the use of Visual Content designated Editorial Use Only.
c CAPZOOL MAKES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS
"WARRANTIES AND REPRESENTATIONS" SECTION.
PART III Indemnification and Liability
a Subject to the terms hereof, and provided that you have not breached the terms
of this or any other agreement with Capzool, Capzool 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 Capzool’s breach of the express
warranties and representations made in Part II hereof, together with associated
expenses (including reasonable attorneys' fees). Indemnification is conditioned
upon you notifying Capzool, 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 Visual 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 Capzool at firstname.lastname@example.org or by mail
to Capzool, inc.,18730 Oxnard Street, Suite 202, Tarazana, CA 91356, United
States, Attention: Claims manager, via i) certified mail, return receipt requested;
or ii) overnight courier, recipient's signature required. Capzool 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 Capzool in the defense
of any such claim and shall have the right to participate in any litigation at your
own expense. You agree that Capzool is not liable for any legal fees and/or other
costs incurred by you or on your behalf prior to Capzool having a reasonable
opportunity to analyze such claim's validity.
b Capzool shall not be liable for any damages, costs or losses arising as a result of
modifications made to the Visual Content or due to the context in which the
Visual Content is used by you.
c Limits of Liability: Capzool's total maximum aggregate obligation and liability (the
"Limit of Liability") arising out of each of Customer’s Standard Post Licenses shall
be USD $10.
d If you have questions about the foregoing, please contact Customer Service.
e You will indemnify and hold Capzool, 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 these TOS. You further agree to indemnify Capzool for all
costs and expenses that Capzool incurs in the event that you breach any of the
terms of this or any other agreement with Capzool.
PART IV ADDITIONAL TERMS
a Except when required by law, Capzool shall be under no obligation to issue
refunds under any circumstances. In the event that Capzool 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.
If you reside in the European Union and you cancel your account within seven (7)
days of making payment to Capzool, provided that you have not yet licensed any
Visual Content, Capzool will refund the payment made by you in connection with
such cancelled account. To cancel your account, contact email@example.com.
b "Non-transferable" as used herein means that except as specifically provided in
these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to
anyone, Visual Content or the right to use Visual Content. If you become aware
that any Social Media Website uses any Visual Content in a manner that exceeds
your license hereunder, you agree to remove all derivative works incorporating
Visual Content from such Social Media Site, and to promptly notify Capzool of
each such Social Media Website's use. You agree to take all commercially
reasonable steps to prevent third parties from duplicating any Visual Content. If
you become aware of any unauthorized duplication of any Visual Content please
notify us via email at firstname.lastname@example.org.
c If you use any Visual 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
Capzool, upon Capzool's reasonable request.
d The validity, interpretation and enforcement of these TOS, matters arising out of
or related to these TOS or their making, performance or breach, and related
matters shall be governed by the internal laws of the State of California (without
reference to choice of law doctrine). Any legal action or proceeding concerning
the validity, interpretation and/or enforcement of these TOS, matters arising out
of or related to these TOS or its making, performance or breach, or related
matters shall be brought exclusively in the State or Federal courts located in the
State and County of California. All parties consent to the exclusive jurisdiction of
those courts, waiving any objection to the propriety or convenience of such
venues. The United Nations Convention on Contracts for the International Sale of
Goods does not apply to or otherwise affect these TOS. You agree that service of
process in any actions, controversies and disputes arising from or relating to
these TOS may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the other party
however, nothing herein shall affect the right to effect service of process in any
other manner permitted by law.
e If you are entering into these 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 Capzool for any breaches of the terms of these TOS.
f The number of Visual Content usage available to you is determined by the
product you purchase. For the purposes of these TOS, a day is defined as the
twenty four (24) hour period beginning at the time your product is purchased. A
month is defined as thirty (30) consecutive days beginning on and including the
date that you purchase your product.
g If any individual term of these 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 the TOS, so that these TOS shall
otherwise remain in full force and effect.
h 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.
i In the event that you breach any of the terms of this or any other agreement
with Capzool, Capzool shall have the right to terminate your account
without further notice, in addition to Capzool's other rights at law and/or
equity. Capzool 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.
j Except as expressly set forth herein, Capzool grants no rights and makes
no warranties, with regard to the use of personally identifiable information
that may be visible in the Visual Content, trademarks, trade dress or
copyrighted designs or works of art or architecture depicted in any Visual
Content. Capzool only has model or property releases where expressly
indicated on the Capzool website.
k Capzool's liability under any individual license purchased hereunder shall
not exceed the "Limit of Liability" applicable to the license in effect at the
time customer knows or should have known of the claim, and is without
regard to the number of times the subject Visual Content is licensed or
used by you.
l Except as specifically provided in Part III hereof, in no event, will Capzool'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
Capzool websites and/or Visual Content contained thereon (whether in
contract, tort or otherwise) exceed the monetary amount actually received
by Capzool from you for the applicable Visual Content license.
m Neither Capzool 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 Visual Content, Capzool's breach of
this agreement, or otherwise, unless expressly provided for herein, even if
Capzool has been advised of the possibility of such damages, costs or
n Except as expressly set forth in Part II, all Visual 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 Visual Content may contain
elements that require additional clearance if the Visual Content is modified
or used in a particular context. If you make such modification or use Visual
Content in such context, you are solely responsible for obtaining any
additional clearances thereby required.
o Capzool does not warrant that the Visual Content, Capzool 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 Visual Content is solely with you.
p In the event that you use fraudulent credit card information to open an