Dear Kura Stock Customer:

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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 Kura Stock (as such term is defined in Part V Section 24 below) and sets forth the rights and obligations with respect to any Content licensed by you.

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Please revisit this TOS when you purchase any Content licenses. Kura Stock reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, Kura Stock 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 Kura Stock account, an announcement on this 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.

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THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.

- "Content" means all content available for license from the Kura Stock website, including Images, Video, Editorial, and Music (as defined herein.)

- "Video" means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.

- "Image(s)" means still photographs, vectors, drawings, graphics, and the like.

- "Music" means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed.

- "Visual Content" shall refer collectively to Editorial, Images, and Video.

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1.  VISUAL CONTENT LICENSES

1 . 1  Kura Stock 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:

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a.  IMAGE LICENSES

Kura Stock Standard License grants you the right to use Images:

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1.  Without any limitation on the number of reproductions, impressions, or budget;

2.  As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., );

3.  Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books;

4.  Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised;

5.  For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind)

6.  Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).

7.  In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

8.  Incorporated as elements of digital templates for sale or distribution.

 

b.  VIDEO LICENSES

Kura Stock Standard License grants you the right to use Video:

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1.  in a multi-media production displayed or distributed via the web, on social media, using so-called "Apps", and expressly including the right to distribute via broadcast, cable network, OTT video service, or in theaters, with no limitation on audience size;

2.  in connection with a live performance, with no limitation on audience size;

on websites.

3.  A VIDEO COMP LICENSE grants you the right to use watermarked, low resolution Video as a comp (the "Comp Video") solely in test, sample, comp, or rough cut evaluation materials. Video Comp Licenses do not permit you to display or distribute to the public or incorporate into any final materials any such Video. Comp Video can be edited, but you may not remove or alter the Kura Stock watermark. Comp Video is available to license under the Video Use License at the time it is downloaded as Comp Video, but Kura Stock makes no guarantees and shall have no obligation to ensure that Comp Video will be available for license at any time thereafter.

 

1 . 2  RESTRICTIONS ON USE OF VISUAL CONTENT
YOU MAY NOT:

a.  Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.

b.  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.

c.  Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

d.  Modify Visual Content designated "Editorial Use Only" in a manner that changes the context of what is depicted.

e.  Use Visual Content designated "Editorial Use Only" (including, but not limited to, Editorial content) for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts.

f.  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.

g.  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.

h.  Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

i.  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.

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1 . 3  RESTRICTIONS SPECIFIC TO VIDEO
a.  Use "stills" derived from Video except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Video.

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1 . 4  CREDIT AND COPYRIGHT NOTICES
a.  The use of Images and Video in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Kura Stock contributor and to Kura Stock in substantially the following form:

“kurastock.com"

b.  Editorial credits shall take the following form:

“KURA STOCK."

c.  If and where commercially reasonable, the use of Images or Video in Merchandise or an audio-visual production shall be accompanied by a credit to Kura Stock in substantially the following form:

"Image(s) or Video (as applicable), used under license from kurastock.com"

d.  Credit attributions are not required in connection with any other use of Video or Images unless another stock content provided is afforded credit in connection with the same use. For clarity, attribution is always required for Editorial content.

e.  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.

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2.  INDEMNIFICATION AND LIABILITY

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2 . 1  Kura Stock 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.

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2 . 2  You will indemnify and hold Kura Stock, 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 Kura Stock for all costs and expenses that Kura Stock incurs in the event that you breach any of the terms of this or any other agreement with Kura Stock.

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3.  ADDITIONAL TERMS

3.1 Except when required by law, Kura Stock shall be under no obligation to issue refunds under any circumstances. 

 

3.2 The fees charged by Kura Stock 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 Kura Stock 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 Kura Stock 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.

 

3.3 "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 Kura Stock of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact Customer Service. ( Email: info@kurastock.com).

 

3.4 Upon notice from Kura Stock 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 Kura Stock may be liable, or if Kura Stock removes any Content due to perceived business risk as determined in Kura Stock'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. Kura Stock shall provide you with comparable Content (which comparability will be determined by Kura Stock in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.

 

3.5 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 Kura Stock, upon Shutterstock’s reasonable request.

 

3.6 Arbitration.

1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the Japanese 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 Japan. The language of the arbitration shall be Japanese. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Kura Stock shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Kura Stock, such action is necessary or desirable.

2. YOU AND KURA STOCK 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 Kura Stock 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 Kura Stock acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.

3.7 Neither party may assign this agreement, without the prior written approval of the other party, except that Kura Stock may assign this agreement to a subsidiary, an affiliated company within the Kura Stock group, the entity that results from a merger or other corporate reorganization involving Kura Stock, or an entity that acquires all or substantially all of Kura Stock’s assets or capital stock.

 

3.8 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 the applicable jurisdiction set forth in Section 5.24, without respect to its conflict of laws principles.

 

3.9 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 Kura Stock for any breaches of the terms of this TOS. You hereby grant Kura Stock a worldwide, non-exclusive, limited license to use your trademarks in Kura Stock's promotional materials, including a public customer list. Kura Stock's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Kura Stock and shall at all times inure to your benefit. Kura Stock 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 Kura Stock of your email request to info@kurastock.com.

3.10 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.

 

3.11 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.

 

3.12 You expressly agree that any feedback provided to you by Kura Stock 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. Kura Stock cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Kura Stock or its representatives.

 

3.13 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.

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3.14 In the event that you breach any of the terms of this or any other agreement with Kura Stock, Kura Stock shall have the right to terminate your account without further notice, in addition to Kura Stock's other rights at law and/or equity. Kura Stock 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.

 

3.15 Except as expressly set forth in the applicable license and warranties sections herein, Kura Stock grants no rights and makes no further warranties. Kura Stock only has model or property releases where expressly indicated on the Kura Stock website.

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3.16 Kura Stock'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.

Except as specifically provided in Part II hereof, in no event, will Kura Stock'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 Kura Stock websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Kura Stock from you for the applicable Content license.

Neither Kura Stock 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, Kura Stock's breach of this agreement, or otherwise, unless expressly provided for herein, even if Kura Stock has been advised of the possibility of such damages, costs or losses.

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3.17 Kura Stock does not warrant that the Content, Kura Stock 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.

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3.18 In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Kura Stock, Kura Stock 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.