Klaud9
Terms of Service

30.3.2016

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING COMPLETING THE REGISTRATION PROCESS OR USING THE KLAUD9 WEBSITE AT KLAUD9.COM.

BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE WEBSITE (COLLECTIVELY, INCLUDING ALL CONTENT AVAILABLE THROUGH THE KLAUD9.COM DOMAIN NAME), YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPTED THESE TERMS OF SERVICE AS WELL AS KLAUD9’S CONTRIBUTOR TERMS AND CONDITIONS (IF RELEVANT) AND PRIVACY AND SECURITY POLICY  WHICH IS INCORPORATED HEREIN BY REFERENCE.

IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE 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 KLAUD9 FOR ANY BREACHES OF THESE TERMS OF SERVICE.

1. Definitions.

"Account" refers to the account registered by a Customer on the Website for the purposes of accessing and/or billing (if applicable) for the Service;

"Customer" means any entity, individual (who must be over the age of 18 years old) or business, that registers for an Account and/or uses our Service;

"Confidential Information" includes all information in any form relating to either Party provided by one Party to the other Party or independently acquired by either Party or any of their respective employees, agents or professional advisers in connection with the Service, whether before or after the date of these Terms of Service; all copies of any such information in whatever form; and all reports, analyses, compilations, forecasts, studies, memoranda and other documents prepared by or on behalf of the party receiving such information which contain, reflect or utilise any of the information previously referred to in this definition. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information;

"Image(s)" means photographs, vectors, drawings and the like available for licence from our Website.

"Footage" means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for licence from our Website.

"Klaud9" means Clicksmart Consultancy Pte Ltd, a company incorporated and registered in Singapore with company registration number 201606979C whose registered office is at 51 Lim Ah Woo Road, #03-10 The Amarelle, Singapore 438129, trading as ‘Klaud9’.

"Party" or "Parties" means Klaud9 or a Customer;

"Service" means the royalty-free Visual Content platform hosted on our Website;

"Visual Content" shall refer collectively to Images and Footage; and

"Website" means www.klaud9.com

The words "include" and "including" mean "including but not limited to."

2. Our Service and Fees

2.1 Upon registration, you will be able to view and purchase any Visual Content via your Account and our secure online payment system. Fees are quoted in Singapore Dollars. Klaud9 may, at its sole option, change its fees and payment policies for our Service from time to time.
2.3 If a Customer deletes their Account, the payment obligations for the Visual Content shall continue and Klaud9 shall arrange for the collection of payment outside of the secure online payment system.

3. Your Account, Password, and Security.

3.1 To register for our Service, you must complete the registration process by providing Klaud9 with current, complete and accurate information as prompted by the registration form, including your e-mail address and password.
3.2 You will protect your passwords and take full responsibility for your own, and third party, use of your Account. You are solely responsible for any and all activities that occur under your Account.
3.3 You will notify Klaud9 immediately upon learning of any unauthorised use of your Account or any other breach of security. Klaud9’s support staff may, from time to time, access the Service under your Account identity in order to maintain or improve our Service, including to provide assistance with technical or billing issues.

4. Use of our Service and Website

4.1 Subject to these Terms of Service, Klaud9 grants Customers a limited, revocable, non-exclusive, non-transferable licence to use our Service and Website and to complete all actions solely as necessary either to view and purchase Visual Content.

4.2 You will not (and will not allow any third party to):

4.2.1 copy, modify, adapt, translate or otherwise create derivative works of our Service or Website;
4.2.2 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website, except as expressly permitted by the law in effect in the jurisdiction in which you are located;
4.2.3 rent, lease, sell, assign or otherwise transfer rights in or to our Service or Website;
4.2.4 remove any proprietary notices or labels on our Service or Website;
4.2.5 use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of our Service or Website; or
4.2.6 use data labelled as belonging to a third party on our Service or Website.

4.3 You will comply with all applicable laws and regulations in your use of and access to our Service and Website. Any use of our Service or Website other than as specifically authorised herein, without the prior written permission of Klaud9, is strictly prohibited and will automatically terminate the licence granted herein.

5. Visual Content Licences

5.1. Any Visual Content Customers purchase through Klaud9 comes with a “Standard Image Licence”. Where available for purchase, an “Extended Image Licence” gives Customers additional rights in exchange for an additional licence fee. Unless an “Extended Image Licence” is purchased, Customer’s use of Visual Content is subject to the “Standard Image Licence” terms.

5.2. Klaud9 hereby grants Customers a non-exclusive, non-transferable right to use, modify and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable licence and subject to the limitations set forth herein:

5.3. Image Licences

5.3.1. A “Standard Image Licence” grants you the right to use Images:

(A) Digitally: including, but not limited to, on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications, and in any other online media (subject to the budget limitations set forth in sub-paragraph (D) below);
(B) In print: including, but not limited to, as part of product packaging and labelling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;
(C) In multimedia content: including, but not limited to, film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a "Production"), without regard to audience size, provided the budget for any such Production does not exceed S$10,000;
(D) For personal, non-commercial use: not for resale, download, distribution, or any commercial use of any kind.

5.2.2 An “Extended Image Licence” grants you the right to use Images in any manner permitted under a Standard Image Licence, without any limitation on the number of reproductions, impressions, or budget.

5.2.3 If the Standard or Extended Image Licences do not grant the rights you require please contact Customer Service at contactus@klaud9.com.

5.3 Footage Licences

5.3.1 A Footage Use Licence grants you the right to use Footage:

(A) In multimedia content: in any Production displayed or distributed to the public by any means now known or hereafter devised;
(B) Digitally: including, but not limited to, on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications, and in any other online media

5.3.2 A Footage Comp Licence grants you the right to use watermarked, low resolution Footage as a comp (the "Comp Footage") solely in test, sample, comp, or rough cut evaluation materials. Footage Comp Licences do not permit you to display or distribute to the public or incorporated into any final materials any such Footage. Comp Footage can be edited, but you may not remove or alter the Klaud9 watermark.

5.3.3 If the Footage Use or Footage Comp Licences do not grant the rights you require please contact Customer Service at contactus@klaud9.com.

6. Restrictions on use of Visual Content

6.1. You may not:

6.1.1. Use Visual Content other than as expressly provided by the licence you purchased with respect to such Visual Content.
6.1.2. 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.
6.1.3. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libellous, obscene, or illegal.
6.1.4. Use Visual Content designated "Editorial Use Only" for commercial purposes.
6.1.5. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein.
6.1.6. 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.
6.1.7. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
6.1.8. Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
6.1.9. 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.

7. Credit and Copyright Notices

7.1. The use of Visual Content in an "editorial" context, shall be accompanied by an adjacent credit to the Klaud9 contributor and to Klaud9 in substantially the following form:

"Name of Artist/Klaud9.com"

7.2. If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to Klaud9 in substantially the following form:

"Image(s) or Footage (as applicable), used under licence from Klaud9.com"

7.3. 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.

7.4. In all cases the credit and attribution shall be of such size, colour and prominence so as to be clearly and easily readable.

8. Representations and Warranties

8.1. Klaud9 represents and warrants that:

8.1.1. Klaud9's contributors have granted Klaud9 all necessary rights in and to the Visual Content to grant the rights set forth in paragraph 5 as applicable.
8.1.2. Visual Content in its original unaltered form and used in full compliance with these Terms of Service 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 law, statute, ordinance, or regulation; or iv) be defamatory, libellous, pornographic or obscene.

8.2. While Klaud9 makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", Klaud9 makes no representations and/or warranties regarding any (i) keyword, titles or descriptions; (ii) audio in Footage; or (iii) Visual Content designated "Editorial Use Only". For the sake of clarity, Klaud9 will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.

8.3. KLAUD9 MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "REPRESENTATIONS AND WARRANTIES" SECTION.

9. Indemnity.

9.1. To the maximum extent permitted by applicable law, you will indemnify, hold harmless and defend Klaud9, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Klaud9 or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable legal fees and other litigation expenses) incurred by Klaud9 or any of its officers, directors, employees, agents or affiliates, arising out of or relating to:

9.1.1. your breach of any term or condition of these Terms of Service;
9.1.2. your use of our Service or Website;
9.1.3. your violations of applicable laws, rules or regulations in connection with our Service or Website;
9.1.4. any representations and warranties made by you concerning any aspect of the Service or Website to any third party;
9.1.5. any claims made by or on behalf of any third party pertaining directly or indirectly to your use of our Service or Website;
9.1.6. violations of your obligations of privacy to any third party; and
9.1.7. any claims with respect to acts or omissions of any third party in connection with our Service or Website.

9.2. Klaud9 will provide you with written notice of any claim, suit or action from which you must indemnify Klaud9. You will cooperate as fully as reasonably required in the defence of any claim. Klaud9 reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.

10. Limitation of Liability

10.1. Except as expressly and specifically provided in these Terms of Service: (a) Klaud9 shall have no liability for any damage caused by errors or omissions in any information provided to Klaud9 by you in connection with our Service or Website or any actions taken by Klaud9 at your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Service; and (c) our Service and Website are provided you on an "as is" basis.

10.2. Nothing in these Terms of Service excludes the liability of Klaud9: (a) for death or personal injury caused by your negligence; or (b) for fraud or fraudulent misrepresentation.

10.3. Subject to the above, (a) Klaud9 shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Service; and (b) Klaud9’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms of Service shall be limited to S$1000.

11. Proprietary Rights.

11.1. You acknowledge and agree that Klaud9 and/or its licensors own all intellectual property rights in our Service and Website. Except as expressly stated herein, these Terms of Service does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our Service or Website.

11.2. Klaud9 confirms that it has all the rights in relation to our Service and Website that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms of Service.

12. Confidentiality.

Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under these Terms of Service or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

13. Information Rights.

13.1. Klaud9 may retain and use, subject to the terms of its Privacy Policy,  information collected in your use of our Service and Website.

13.2. Klaud9 will not share your personal data with any third parties unless Klaud9 (i) has your consent for any such personal data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of personal data is reasonably necessary to protect the rights, property or safety of Klaud9, its Customers or the public; or (iii) provides personal data in certain limited circumstances to third parties to carry out tasks on Klaud9's behalf (by way of example, data storage) with strict restrictions that prevent the personal data from being used or shared except as directed by Klaud9. When this is done, it is subject to agreements that oblige those parties to process personal data only on Klaud9's instructions and in compliance with these Terms of Service and appropriate confidentiality and security measures.

14. Privacy.

You will not (and will not allow any third party to) use our Service or Website to track, collect or upload any data that personally identifies an individual (such as a name, email address or billing information), or other data which can be reasonably linked to such information by Klaud9.

15. Third Parties.

If you use our Service on behalf of a third party or a third party otherwise uses our Service through your Account, whether or not you are authorised by Klaud9 to do so, then you represent and warrant that you are authorised to act on behalf of, and bind to these Terms of Service, any such third party to all obligations that you have under these Terms of Service.

15. Modifications to Terms of Service and Other Policies.

Klaud9 may modify these Terms of Service or any additional terms that apply to our Service and Website to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Klaud9 will post notice of modifications to these terms on the Website. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If you do not agree to the modified Terms of Service, you should discontinue your use of the Service.

16. Force majeure

Klaud9 shall have no liability to you under these Terms of Service if it is prevented from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Klaud9 or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

17. Assignment

17.1 You shall not, without the prior written consent of Klaud9, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Service.

17.2 Klaud9 may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Service.

18. No partnership or agency

Nothing in these Terms of Service is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Governing law

These Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore.

20. Jurisdiction

Each Party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Service or its subject matter or formation (including non-contractual disputes or claims).