Content Buyer Agreement

Thank you for choosing Kurator. The Kurator Internet Platform (“Kurator”) is one of the world’s most advanced archives & rights management systems for content producers, directors, cinematographers, and professional videographers. Please read this Platform User Agreement (“Agreement”) carefully before using Kurator. In consideration for using Kurator, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement do not use Kurator.

If you are using Kurator on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

General.

The terms of this Agreement will govern any application upgrades provided by Kurator that replace and/or supplement the original Kurator product, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern. Title and intellectual property rights in and to any content displayed by or accessed through Kurator belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This Agreement does not grant you any rights to use such content.

Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use Kurator. You may not rent, lease, lend, redistribute or sublicense Kurator.

Licensed Content.

When you license content through the Kurator Platform, you agree to the content license agreement associated with the content you licensed.

Use of Kurator Platform.

You agree that Kurator and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application application, and peripherals, that is gathered periodically to facilitate the provision of application updates, product support and other services to you (if any) related to Kurator and to verify compliance with the terms of this Agreement. Kurator may use this information, as long as it is collected in a form that does not personally identify you, to provide and improve Kurator’s products and services.

You agree to allow Kurator to gather information about videos uploaded, viewed, or purchased and to send information to Kurator about the content you select in Kurator in order to provide you with personal recommendations. By using Kurator, you agree to Kurator’s use of such information.

Other Services.

You understand that by using any of Kurator’s Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that Kurator shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres, portfolios, and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that Kurator does not guarantee their accuracy.

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Kurator is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Kurator, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. You agree that you will not use any Third Party Materials in a manner that would infringe or violate the rights of any other party, and that Kurator is not in any way responsible for any such use by you.

You agree that the Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary content, information and material that is owned by Kurator and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or Kurator. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Kurator is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the Kurator Application are not available in all languages or in all countries or regions. Kurator makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Kurator and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Kurator be liable for the removal of or disabling of access to any such Services. Kurator may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

Your Digital Assets.

By using our Services you provide us with information, files, and folders that you submit to Kurator (together, “your digital assets”). You retain full ownership to your digital assets. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your digital assets or intellectual property except for the limited rights that are needed to run the Services, as explained below.

We may need your permission to do things you ask us to do with your digital assets, for example, hosting your files, licensing your files, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon, which provides our storage space (again, only to provide the Services).

You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

Sharing Your Digital assets.

The Services provide features that allow you to share your digital assets with others or to make it public. There are many things that users may do with those digital assets (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. Kurator has no responsibility for that activity.

Your Responsibilities.

Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Kurator, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.

You, and not Kurator, are responsible for maintaining and protecting all of your digital assets. Kurator will not be liable for any loss or corruption of your digital assets, or for any costs or expenses associated with backing up or restoring any of your digital assets.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18.

Account Security.

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Kurator of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Kurator, it is your responsibility to use a secure encrypted connection to communicate with the Services.

Copyright.

Kurator respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is: Copyright Agent Kurator, 506 2nd Ave. Suite 1400, Seattle, WA 98104, or email [email protected]

To the extent that Kurator may be used to reproduce materials, such use is limited to reproduction of materials Kurator is legally permitted to reproduce, non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. You may not make Kurator available over a network where it could be used by multiple computers at the same time.

You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of Kurator, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with Kurator). Any attempt to do so is a violation of the rights of Kurator and its licensors of Kurator.

Termination.

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Kurator if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you must cease all use of Kurator and destroy all copies, full or partial, of Kurator. You can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Kurator is Available “AS-IS”.

Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Kurator will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Disclaimer of Warranties.

If you are a customer who is a consumer (someone who uses Kurator outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF KURATOR AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Kurator AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND KURATOR AND KURATOR’S LICENSORS (COLLECTIVELY REFERRED TO AS “KURATOR”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO KURATOR EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

KURATOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY KURATOR WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF KURATOR AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN Kurator OR SERVICES WILL BE CORRECTED, OR THAT KURATOR WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY APPLICATION, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS APPLICATION MAY AFFECT THE USABILITY OF THIRD PARTY APPLICATION, APPLICATIONS OR THIRD PARTY SERVICES.

YOU FURTHER ACKNOWLEDGE THAT KURATOR AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY KURATOR OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KURATOR OR AN KURATOR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD KURATOR OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL KURATOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE KURATOR OR SERVICES OR ANY THIRD PARTY APPLICATION OR APPLICATIONS IN CONJUNCTION WITH KURATOR, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF KURATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Kurator’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Controlling Law and Severability.

This Agreement will be governed by and construed in accordance with the laws of the State of Washington. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this Agreement will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and\ effect.

Complete Agreement; Governing Language.

This Agreement constitutes the entire agreement between the parties with respect to the use of Kurator licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to license content as a Content Owner with Kurator, which will govern your use of such services. No amendment to or modification of this Agreement will be binding unless in writing and signed by Kurator. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.