Clics license Agreement
This latest version of Clics license Agreement was published on March 3, 2022.
It is incorporated by reference into the Clics Terms of Use and is available at /license-agreement.
The present Clics License Agreement (hereinafter referred to as the "Agreement") governs the terms by which the user can make his/her media works available for distribution and licensing through the CLICS website at www.clics.store, other related websites, as well as applications that facilitates the access to such websites (collectively referred to as the "Website"), which are owned and operated by Clics Store Inc., a company organized under the laws of the State of Delaware (together with its Affiliates, "CLICS", "we" or "us"), or buy, as well as obtain, through the Website a license to use the media works created and distributed by other users through the Website.
By using the Website, you are agreeing to the present Agreement. Please read it carefully because it contains terms that may affect your legal rights. If you have any questions, contact us here at [email protected].
IF YOU DO NOT AGREE TO THE PRESENT AGREEMENT, IMMEDIATELY STOP ACCESSING OR USING THE WEBSITE. BY USING THE WEBSITE, YOU HAVE ACCEPTED THE TERMS OF THE PRESENT AGREEMENT.
When we refer to “you” or “your”, we refer to general users of the Website, both to those users, who offer their media works (“Content”) through the Website (“Contributors”), and those users, who wants to buy this Content through the Website as well (“Customers”). Contributors are the licensors and distributors of their Content and are solely responsible to Customers for the quality of the Content provided.
1. What this Agreement covers.
(I) This Agreement applies to all the Content, including visual works, photographs, illustrations, vectors, images, templates, 3D assets and other pictorial or graphic works submitted by the Contributor to us, as well as and any keywords, tags, captions, metadata, annotations, descriptions, credits, captions, information or releases related to the Content that are provided by the Contributor to us ("Content Information").
(II) We have the right to moderate the Content for the existence of Content, which infringes copyright of third parties, for the exitance of duplicate Content, Content containing images of weapons, children under 18, etc. When detecting such a Content we have the right to block it, make it inactive, to delete it, or to clock the Contributor who has submitted such Content.
2. THE LICENSE TERMS FOR THE CONTRIBUTOR.
2.1. Rights granted by the Contributor to us.
2.1.1. The Contributor hereby grants us the world-wide, non-exclusive, perpetual, fully-paid and royalty-free license throughout the world ("Contributor’s License to us"), to use, reproduce, publicly perform, index, translate, modify, copy, market, promote, perform, publicly display, distribute, the Content Work for the purposes of operating the Website for the purposes of developing new features and services; archiving the Content; and protecting the Content. We also will have the right, to edit, resize, resample, convert, color correct, watermark, crop or otherwise composite any Content or edit or supplement any Content Information to correct what we determine in our sole discretion to be an error, misleading statement or omission in Content Information or for purposes of facilitating the marketing, distributing, sale and licensing of Content; provided that any screening, review, correction and/or editing of any Content or Content Information performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
2.1.2. The Contributor’s license to us also includes the right to, and authorize others to, use any Content in any kind of works now known or hereafter devised and use, copy, transmit, broadcast, telecast, stream, and publicly display, perform worldwide the Content, and derivative works thereof, Content Information, and Contributor’s name and biographical information for purposes of promoting, advertising, marketing and distributing the Content, the Website, us and/or our business (collectively, "Promotional Uses"). Promotional Uses will not entitle the Contributor to any compensation nor create any additional relationship or responsibilities between the Contributor and us.
2.1.3. We may use the Content for the purposes of marketing and promoting your Content, the Website, our business, and our other products and services, in which case you grant us a non-exclusive, worldwide, fully-paid, and royalty-free license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content as needed, and we may compensate you at our discretion. You also grant us the right, but not the obligation, to use your display name, trademarks, and trade names in connection with our marketing and promotional activities and our license to the Content under the License to the Customer.
2.1.4. The Contributor also grants us a license to further sublicense to the Customers right to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment. The license to the Customer (each a "License to the Customer") may include the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known, provided that such Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content. For clarity, we may allow Customers to post or share the Content onto social media sites or other third-party websites, subject to any restrictions imposed by a "License to the Customer".
2.1.5. The sublicenses granted by us to the Customers (each a "License to the Customer") may, as we determine to be appropriate, include some or all of the rights, restrictions and/or other terms set forth in the Contributor’s License to us, including variations or versions of License to the Customer that provide all or most of rights granted under the Contributor’s License to us to any Content or that provide narrower rights than those granted under the Contributor’s License to us to any Content (see section 3 of the Agreement).
2.1.6. The Contributor will retain ownership of the Content and the copyright thereto, and neither title nor any ownership interest in or to the Content is or will be transferred to us as a result of the present Agreement. Except for the licenses granted by the Contributor pursuant to the section 2 of the present Agreement, we do not claim any ownership rights to the Content. Both we and the Customers who use the Content have the right, but not the obligation, to identify the Contributor as the right holder or source of the Content in a customary manner.
2.1.7. We are not liable for non-compliance with the terms of a License to the Customer or for misuse by any third party. The Contributor grant us the right to enforce his/her IP Rights against infringers, but we have no obligation to do so. If the Contributor believes his/her Content has been misused, the Contributor agrees to notify us and take no action without our prior written consent.
2.2. Pricing and Contributor’s share of license revenue.
2.2.1. The Contributor sets the price for the Content (“Listed Price”) in the amount determined at the Contributor’s own discretion, but only in relation to Individual license for the Customers, described in clause 3.1 of the present Agreement. The Contributor may change the price the Content at any time through the Contributor’s account on the Website.
At the same time,
i) The Contributor will receive 70 (seventy) % of the Listed Price (“Contributor’s Revenue Share”) from each purchase of the corresponding Content by the Customer (Example: if the Contributor list the price for his/her Content equal for 100 USD, after the purchase of the Content by the Customer the Contributor will receive 70 USD);
ii) We will have discretion to increase the price of any Content to maximize the Contributor’s overall performance in relation to the Commercial License and Extended Commercial License to the Customers. In each case of purchase of the Content by the Customer under Commercial License/Extended Commercial License, the Contributor will receive 70 (seventy) % of the price established by us in relation to Commercial License/Extended Commercial License (“Increased price”). (Example: if the Contributor list the price for his/her Content equal for 100 USD, we increase this Listed price to 500 USD for the Commercial License and to 1000 USD for the Extended Commercial License, then after the purchase of the Content by the Customer under the Individual license the Contributor will receive 70 USD, under Commercial License the Contributor will receive 350 USD; under Extended Commercial License the Contributor will receive 700 USD).
iii) In each case we will retain 30 % of the Listed Price or Increased price, which include (A) taxes or other withholdings required by applicable law; (B) refunds, chargebacks and uncollectible sums; and (C) fees, charges and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check or alternative payment method and/or currency conversion for payments received by us or paid to the Customer in a currency other than U.S. Dollars; (D) our commission from the sale of the Content to the Customer, the amount of which may vary from 30 % (in case sums specified in points (A) – (C) of the present paragraph are not applied) to 4%.
iv) We will have discretion to offer discounts as part of special promotions or to Customers who we believe will make volume purchases or commitments, but only in relation to the Increased price. Such discounts will not make the Increased price less than Listed Price;
2.2.2. We may modify the terms on Pricing and Contributor’s share of license revenue of the section 2.2 of the present Agreement, from time to time, including but not limited to changing the amount of Contributor’s Revenue Share, updating pricing and payment terms, etc. The Contributor should look at section 2.2 of the present Agreement regularly. By continuing to submit or upload the Content to the Website or by not removing the Content, the Contributor agrees to any new pricing and payment terms as revised from time to time. The Contributor may designate the Content as free content, in which case we may distribute such Content without liability or payment to the Contributor.
2.2.3. The Contributor is responsible for completing any necessary forms required by applicable law in order to receive payment.
2.3. Representations, Warranties and Disclaimer of the Contributor
2.3.1. The Contributor hereby represents and warrants us as of the date the Contributor accepts this Agreement and the date of each submission of Content as follows:
a) The Contributor (i) has and authority to enter into this Agreement, grant his/her license to us and perform his/her obligations under this Agreement, (ii) is the sole and exclusive owner of the Content, all parts thereof and the copyright(s) thereof or otherwise has obtained from such owner and have the full legal right, power and authority to grant the license to the Content granted to us hereunder, including the full legal right, power and authority to grant us the right to sublicense such Content to the Customers to use the Content as permitted therein, and (iii) have not granted any rights or licenses to any Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with Contributor’s representations, warranties, rights granted or obligations under this Agreement.
However, if the underlying composition of the Content is in the public domain in the United States and the EU, you need not obtain rights to such composition, provided that you so designate for each item when uploading to the Website but by doing so, you will be representing and warranting that the composition is in the public domain in the United States and the EU.
b) owns all rights, title, and interest in and to the Content, including all copyrights, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other proprietary rights (collectively, "IP Rights"), or has the legal capacity and all necessary rights to enter and license to grant us the licenses under the present Agreement;
c) The Content will not infringe the IP Rights of others, contain misleading or false information, or contain any illegal or defamatory content;
d) The Contributor will not upload any Content that infringes or violates the IP Rights of any person or entity or that constitutes any libel, slander, or other defamation upon any person or entity.
e) The Content represents original creations and expressions of subject matter;
f) If the Contributor is an individual, he/she is of sufficient legal age to grant the rights and create binding legal obligations set out in this Agreement;
g) All information provided to us by the Contributor or under the Contibutor’s account on the Website or corresponding user ID is accurate and complete, including all information relating to the Customer and his/her payment account, and the Contributor agrees to update such information as is necessary for such information to continue to be accurate and complete. We may withhold any payment to the Contributor until we have received the information and documentation that we reasonably determine is needed to verify the Contributor’s identifying information or resolve any open question raised regarding the Contributor’s rights in or to any Content or comply with legal requirements.
h) If any Content consists in whole or in part of elements that are provided by a third party design or other software program, the license agreement or other legal terms governing the use of such program allows the Contributor to incorporate such elements in such Content and to grant the licenses to such Content as set forth in this Agreement.
i) No portion of any Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, code, lock, or other mechanism or device that may be used to access, modify, delete, damage or disable the Website or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
j) All Content Information provided to us is accurate, complete and not misleading in any material respect and does not include any false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to any Content.
k) No Content has been created, obtained or submitted to us under this Agreement in violation of any law or contract terms.
l) If after the submission to us of any Content, the Contributor receives any notice or otherwise learn in any way that any representation made by the Contributor in this Agreement was not, or is no longer, complete or accurate, or was, or is now, misleading in any material respects, or of any claim by a third party to the effect of the foregoing, the Contributor will promptly provide us with written notice all relevant facts regarding the same, and if appropriate, remove the Content from the Website.
2.3.2. If the Content contains an image or likeness of an identifiable person, trademark , trade dress logo, copyrighted audio, design, art, architecture or other works (collectively "Third Party IP"), or certain distinctive (recognizable prominent) property, including that is protected by IP Rights, the Contributor represents and warrants that:
(a) the Contributor has obtained all necessary and valid releases such as (i) model releases from any persons whose recognizable name, voice, or likeness is contained or depicted in the Content; (ii) releases from the owner of any Third Party IP that is contained or depicted in the Content; (iii) property releases from the owner of any recognizable prominent property that is contained or depicted in the Content; and
(b) the Contributor will promptly provide copies of such releases to us upon our request; and
(c) that each release (i) is valid and binding, and (ii) permits all uses for the correspondent Content permitted by this Agreement;
(d) the Contributor will maintain and preserve all original releases and records relating to the creation of Content, including all clearances or releases that have been obtained for the Content, and/or licenses, agreements or instruments relating to ownership of, or rights to the Content.
2.3.2. Upon reasonable notice, the Contributor will promptly allow us to inspect and provide us with all such releases and records and information relating to the creation of the Content or such releases and records requested by us.
2.3.4. The Contributor represents and warrants that no person whose image is depicted or voice is included in the Content is a SAG-AFRA member.
2.3.5. The Contributor will deliver the Content in the format(s) and via the delivery method(s) we request.
2.4. Indemnification.
2.4.1.The Contributor agrees to defend, indemnify and hold us, our affiliates, and our and their respective representatives and shareholders (collectively referred to as "CLICS Parties"), our distributors and the Customers harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or relating to any Claim, relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by the Contributor or any of the Contributor’s representatives of this Agreement or any express representation, warranty, or obligation contained herein, or (ii) a claim that if proven would constitute a failure to fulfill any express responsibility or obligation assumed by the Contributor under this Agreement. We may withhold amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement and amounts that we determine are required to be withheld by law.
2.4.2. The indemnified party shall (i) promptly notify the indemnifying party of the Claim (provided that the failure to do so will not excuse the indemnity obligation unless the failure to notify causes material prejudice to the indemnifying party); and (ii) cooperate with the indemnifying party in the defense of any Claim, at the indemnified party's expense. The indemnifying party will have the opportunity to defend the Claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. If for any reason the indemnifying party does not timely elect to or fails to timely defend a Claim as provided herein, the indemnified party may do so at the indemnifying party's sole expense.
Notwithstanding the foregoing, (a) unless the Contributor’s insurance carrier agrees to indemnify CLICS and assumes the defense of a Claim, CLICS shall have the right to defend and control the defense or settlement of the Claim, and (b) the party controlling the defense of the Claim will not enter into any settlement agreement that creates a financial obligation on the other party to the person making the Claim that is not reimbursed or assumed by controlling party without the other party’s written consent, which will not be unreasonably withheld or delayed.
2.4.3. We will have no responsibility whatsoever for the compliance by the Customers or any third party with the terms of the present Agreement, nor any liability whatsoever for any breach, infringement or wrongful conduct or other acts or omissions by any such Customers or third parties.
2.4.4. The Contributor grants us the right and authority, but we have no obligation, to make any claim, bring any lawsuit or take any action regarding a breach or claimed breach by the Customers of the present Agreement and/or an infringement or claimed infringement of any of intellectual property or other rights in or relating to any Content by such person or any other third person (each, an "Enforcement Action") that we deem to be commercially reasonable to protect our rights in the Content. Upon our request, the Contributor will provide any information, assistance and cooperation that we reasonable request in connection therewith. Any monetary recovery received as a result of any Enforcement Action by us, to the extent such monies are intended to compensate for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses (including reasonable attorneys' fees and costs) incurred by us in connection with such action, be divided between the Contributor and us pursuant to the provisions of the Compensation section above.
3. THE LICENSE TERMS FOR THE CUSTOMER.
3.1. Rights granted by us to the Customer.
3.1.1. Under the Personal License to the Customer [U2] the Customer is granted the right to use, reproduce, publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, in non-commercial project.
3.1.2. The Content licensed under the Personal License to the Customer can be used for:
a) End products not for sale; and
b) One personal social media account with non-commercial activities
3.1.3. The Content licensed under the Personal License to the Customer cannot be used for:
a) End products for sale
b) Business social media accounts
c) Physical or digital paid advertisements
d) Native apps, web apps, or games
3.1.4. Under the Commercial License to the Customer the Customer is granted the right to use, reproduce, (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), publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated onto any other work of authorship (incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size), in any media or format now or hereafter known, provided that the Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content, in up to 5,000 end products for sale.
3.1.5. The Content licensed under the Commercial License to the Customer can be used for:
a) Up to 5,000 physical or digital end products for sale;
b) One business social media account owned and managed by the Customer;
c) Unlimited physical advertisements for local markets;
d) Digital paid advertisements with unlimited impressions;
e) Broadcast and streaming for up to 500,000 lifetime viewers.
3.1.6. The Content licensed under the Commercial License to the Customer cannot be used for Native apps, web apps, or games.
3.1.7. Under the Extended Commercial License to the Customer is granted the right to use, reproduce, (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), publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated onto any other work of authorship (incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size), in any media or format now or hereafter known, provided that the Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content, in up to 250,000 end products for sale.
3.1.8. The Content licensed under the Extended Commercial License to the Customer can be used for:
a) Up to 250,000 physical or digital end products for sale
b) Unlimited business social media accounts owned and managed by the licensee
c) Unlimited physical advertisements for local, national, and global markets
d) Digital paid advertisements with unlimited impressions
e) Broadcast and streaming for unlimited lifetime viewers
f) One native app, web app, or game downloaded or sold up to 250,000 times
3.1.9. If the Personal, Commercial or Extended Commercial licenses to the Customer do not grant the rights the Customer requires, the Customer should contact us (Phone: +1(267) 800-0390, Email: [email protected]).
3.2. Restrictions in use of the Content.
The Customer may not:
3.2.1. Use the Content other than as expressly provided by the corresponding license to Customer with respect to corresponding Content;
3.2.2. Portray any person depicted the 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.
3.2.3. Use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
3.2.4. Resell, redistribute, provide access to, share or transfer any Content except as specifically provided in Section 3 of the present Agreement.
3.2.5. Use the 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.
3.2.6. Use the Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
3.2.7. Falsely represent, expressly or by way of reasonable implication, that any Content was created by the Customer or a person other than the copyright holder(s) of that Content.
3.3. Credit and copyright notices.
3.3.1. The use of the Content in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Contributor and to Clics in substantially the following form:
"Name of the Contributor/ www.clics.store”
3.3.2. If and where commercially reasonable, the use of the Content in Merchandise or an audio-visual production shall be accompanied by a credit to Clics in substantially the following form:
"The Content (as applicable), used under license from www.clics.store".
3.3.3. 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.
3.4 The Warranties and representations of Clics. Liability.
3.4.1. Clics warrants and represents that the Contributors have granted Clics all necessary rights in and to the Content to grant the rights set forth in Section 3 of the present Agreement.
3.4.2. CLICS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
3.4.3. Clics 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 the Customer uses the Content.
3.4.4. Limits of Liability: Clics’ total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of the Customer’s:
(i) Personal License to the Customer shall be USD $5,000.
(ii) Commercial License to the Customer shall be USD $10,000
(iii) Extended Commercial License to the Customer shall be USD $25,000.
3.4.5. The Customer will indemnify and hold Clics, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by the present Agreement. The Customer further agrees to indemnify Clics for all costs and expenses that Clics incurs in the event that the Customer breaches any of the terms of this or any other agreement with Clics.
4. Miscellaneous.
4.1. By clicking "I Agree" you doing so accept and agree to be bound by this Agreement for yourself and for the person/entity on behalf of whom/which you use the Clics service at the Website and, if different, for your employer or other person that is identified as the registered Website user, and agree to be bound by its provisions.
If you are entering into this Agreement 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 Clics for any breaches of the terms of this Agreement.
4.2. You acknowledge that you have read this Agreement and any other agreements or terms which may be incorporated by reference herein, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it.
4.3. Governing Law and Jurisdiction. Dispute Resolution. All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the competent court of the State of Delaware, the USA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
4.4. Relationship. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, we are not joint venturers, partners, principal and agent, or employer and employee. Nothing in this Agreement is intended to, nor will, confer upon any third person or entity any rights, benefits, or remedies of any nature whatsoever.
4.5. Disclaimer. We expressly disclaim any liability for information, feedback, materials, or answers to questions provided by us or our representatives, all of which are provided as a courtesy only and do not amend this Agreement or constitute legal advice. Without limitation, we make no representation or warranty that you or any other party may or will achieve any level of payments or revenue under or arising out of this Agreement.
4.6. Digital Millennium Copyright Act.
Notification of Infringement. It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). In addition, we will promptly terminate without notice accounts of those determined to be "repeat infringers". If you are a copyright owner or an agent thereof, and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent designated below with the following information in writing (see 17 U.S.C. § 512(c)(3) or consult your own legal counsel to confirm these requirements): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the App are covered by a single notification, a representative list of such works from the App; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon removing any allegedly infringing material, we will notify the alleged infringer of such takedown. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
4.7. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. You may not assign this Agreement without the prior written consent of Clics, and any prohibited assignment will be null and void. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
4.8. In the event that you breach any of the terms of this or any other agreement with Clics, Clics shall have the right to terminate your account without further notice, in addition to Clics’ other rights at law and/or equity. Clics 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.
We welcome your comments or questions about this Agreement. You may contact us at [email protected].
Clics Store Inc.
600 N Broad Street
Suite 5 # 718
Middletown, DE 19709
It is incorporated by reference into the Clics Terms of Use and is available at /license-agreement.
The present Clics License Agreement (hereinafter referred to as the "Agreement") governs the terms by which the user can make his/her media works available for distribution and licensing through the CLICS website at www.clics.store, other related websites, as well as applications that facilitates the access to such websites (collectively referred to as the "Website"), which are owned and operated by Clics Store Inc., a company organized under the laws of the State of Delaware (together with its Affiliates, "CLICS", "we" or "us"), or buy, as well as obtain, through the Website a license to use the media works created and distributed by other users through the Website.
By using the Website, you are agreeing to the present Agreement. Please read it carefully because it contains terms that may affect your legal rights. If you have any questions, contact us here at [email protected].
IF YOU DO NOT AGREE TO THE PRESENT AGREEMENT, IMMEDIATELY STOP ACCESSING OR USING THE WEBSITE. BY USING THE WEBSITE, YOU HAVE ACCEPTED THE TERMS OF THE PRESENT AGREEMENT.
When we refer to “you” or “your”, we refer to general users of the Website, both to those users, who offer their media works (“Content”) through the Website (“Contributors”), and those users, who wants to buy this Content through the Website as well (“Customers”). Contributors are the licensors and distributors of their Content and are solely responsible to Customers for the quality of the Content provided.
1. What this Agreement covers.
(I) This Agreement applies to all the Content, including visual works, photographs, illustrations, vectors, images, templates, 3D assets and other pictorial or graphic works submitted by the Contributor to us, as well as and any keywords, tags, captions, metadata, annotations, descriptions, credits, captions, information or releases related to the Content that are provided by the Contributor to us ("Content Information").
(II) We have the right to moderate the Content for the existence of Content, which infringes copyright of third parties, for the exitance of duplicate Content, Content containing images of weapons, children under 18, etc. When detecting such a Content we have the right to block it, make it inactive, to delete it, or to clock the Contributor who has submitted such Content.
2. THE LICENSE TERMS FOR THE CONTRIBUTOR.
2.1. Rights granted by the Contributor to us.
2.1.1. The Contributor hereby grants us the world-wide, non-exclusive, perpetual, fully-paid and royalty-free license throughout the world ("Contributor’s License to us"), to use, reproduce, publicly perform, index, translate, modify, copy, market, promote, perform, publicly display, distribute, the Content Work for the purposes of operating the Website for the purposes of developing new features and services; archiving the Content; and protecting the Content. We also will have the right, to edit, resize, resample, convert, color correct, watermark, crop or otherwise composite any Content or edit or supplement any Content Information to correct what we determine in our sole discretion to be an error, misleading statement or omission in Content Information or for purposes of facilitating the marketing, distributing, sale and licensing of Content; provided that any screening, review, correction and/or editing of any Content or Content Information performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
2.1.2. The Contributor’s license to us also includes the right to, and authorize others to, use any Content in any kind of works now known or hereafter devised and use, copy, transmit, broadcast, telecast, stream, and publicly display, perform worldwide the Content, and derivative works thereof, Content Information, and Contributor’s name and biographical information for purposes of promoting, advertising, marketing and distributing the Content, the Website, us and/or our business (collectively, "Promotional Uses"). Promotional Uses will not entitle the Contributor to any compensation nor create any additional relationship or responsibilities between the Contributor and us.
2.1.3. We may use the Content for the purposes of marketing and promoting your Content, the Website, our business, and our other products and services, in which case you grant us a non-exclusive, worldwide, fully-paid, and royalty-free license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content as needed, and we may compensate you at our discretion. You also grant us the right, but not the obligation, to use your display name, trademarks, and trade names in connection with our marketing and promotional activities and our license to the Content under the License to the Customer.
2.1.4. The Contributor also grants us a license to further sublicense to the Customers right to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment. The license to the Customer (each a "License to the Customer") may include the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known, provided that such Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content. For clarity, we may allow Customers to post or share the Content onto social media sites or other third-party websites, subject to any restrictions imposed by a "License to the Customer".
2.1.5. The sublicenses granted by us to the Customers (each a "License to the Customer") may, as we determine to be appropriate, include some or all of the rights, restrictions and/or other terms set forth in the Contributor’s License to us, including variations or versions of License to the Customer that provide all or most of rights granted under the Contributor’s License to us to any Content or that provide narrower rights than those granted under the Contributor’s License to us to any Content (see section 3 of the Agreement).
2.1.6. The Contributor will retain ownership of the Content and the copyright thereto, and neither title nor any ownership interest in or to the Content is or will be transferred to us as a result of the present Agreement. Except for the licenses granted by the Contributor pursuant to the section 2 of the present Agreement, we do not claim any ownership rights to the Content. Both we and the Customers who use the Content have the right, but not the obligation, to identify the Contributor as the right holder or source of the Content in a customary manner.
2.1.7. We are not liable for non-compliance with the terms of a License to the Customer or for misuse by any third party. The Contributor grant us the right to enforce his/her IP Rights against infringers, but we have no obligation to do so. If the Contributor believes his/her Content has been misused, the Contributor agrees to notify us and take no action without our prior written consent.
2.2. Pricing and Contributor’s share of license revenue.
2.2.1. The Contributor sets the price for the Content (“Listed Price”) in the amount determined at the Contributor’s own discretion, but only in relation to Individual license for the Customers, described in clause 3.1 of the present Agreement. The Contributor may change the price the Content at any time through the Contributor’s account on the Website.
At the same time,
i) The Contributor will receive 70 (seventy) % of the Listed Price (“Contributor’s Revenue Share”) from each purchase of the corresponding Content by the Customer (Example: if the Contributor list the price for his/her Content equal for 100 USD, after the purchase of the Content by the Customer the Contributor will receive 70 USD);
ii) We will have discretion to increase the price of any Content to maximize the Contributor’s overall performance in relation to the Commercial License and Extended Commercial License to the Customers. In each case of purchase of the Content by the Customer under Commercial License/Extended Commercial License, the Contributor will receive 70 (seventy) % of the price established by us in relation to Commercial License/Extended Commercial License (“Increased price”). (Example: if the Contributor list the price for his/her Content equal for 100 USD, we increase this Listed price to 500 USD for the Commercial License and to 1000 USD for the Extended Commercial License, then after the purchase of the Content by the Customer under the Individual license the Contributor will receive 70 USD, under Commercial License the Contributor will receive 350 USD; under Extended Commercial License the Contributor will receive 700 USD).
iii) In each case we will retain 30 % of the Listed Price or Increased price, which include (A) taxes or other withholdings required by applicable law; (B) refunds, chargebacks and uncollectible sums; and (C) fees, charges and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check or alternative payment method and/or currency conversion for payments received by us or paid to the Customer in a currency other than U.S. Dollars; (D) our commission from the sale of the Content to the Customer, the amount of which may vary from 30 % (in case sums specified in points (A) – (C) of the present paragraph are not applied) to 4%.
iv) We will have discretion to offer discounts as part of special promotions or to Customers who we believe will make volume purchases or commitments, but only in relation to the Increased price. Such discounts will not make the Increased price less than Listed Price;
2.2.2. We may modify the terms on Pricing and Contributor’s share of license revenue of the section 2.2 of the present Agreement, from time to time, including but not limited to changing the amount of Contributor’s Revenue Share, updating pricing and payment terms, etc. The Contributor should look at section 2.2 of the present Agreement regularly. By continuing to submit or upload the Content to the Website or by not removing the Content, the Contributor agrees to any new pricing and payment terms as revised from time to time. The Contributor may designate the Content as free content, in which case we may distribute such Content without liability or payment to the Contributor.
2.2.3. The Contributor is responsible for completing any necessary forms required by applicable law in order to receive payment.
2.3. Representations, Warranties and Disclaimer of the Contributor
2.3.1. The Contributor hereby represents and warrants us as of the date the Contributor accepts this Agreement and the date of each submission of Content as follows:
a) The Contributor (i) has and authority to enter into this Agreement, grant his/her license to us and perform his/her obligations under this Agreement, (ii) is the sole and exclusive owner of the Content, all parts thereof and the copyright(s) thereof or otherwise has obtained from such owner and have the full legal right, power and authority to grant the license to the Content granted to us hereunder, including the full legal right, power and authority to grant us the right to sublicense such Content to the Customers to use the Content as permitted therein, and (iii) have not granted any rights or licenses to any Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with Contributor’s representations, warranties, rights granted or obligations under this Agreement.
However, if the underlying composition of the Content is in the public domain in the United States and the EU, you need not obtain rights to such composition, provided that you so designate for each item when uploading to the Website but by doing so, you will be representing and warranting that the composition is in the public domain in the United States and the EU.
b) owns all rights, title, and interest in and to the Content, including all copyrights, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other proprietary rights (collectively, "IP Rights"), or has the legal capacity and all necessary rights to enter and license to grant us the licenses under the present Agreement;
c) The Content will not infringe the IP Rights of others, contain misleading or false information, or contain any illegal or defamatory content;
d) The Contributor will not upload any Content that infringes or violates the IP Rights of any person or entity or that constitutes any libel, slander, or other defamation upon any person or entity.
e) The Content represents original creations and expressions of subject matter;
f) If the Contributor is an individual, he/she is of sufficient legal age to grant the rights and create binding legal obligations set out in this Agreement;
g) All information provided to us by the Contributor or under the Contibutor’s account on the Website or corresponding user ID is accurate and complete, including all information relating to the Customer and his/her payment account, and the Contributor agrees to update such information as is necessary for such information to continue to be accurate and complete. We may withhold any payment to the Contributor until we have received the information and documentation that we reasonably determine is needed to verify the Contributor’s identifying information or resolve any open question raised regarding the Contributor’s rights in or to any Content or comply with legal requirements.
h) If any Content consists in whole or in part of elements that are provided by a third party design or other software program, the license agreement or other legal terms governing the use of such program allows the Contributor to incorporate such elements in such Content and to grant the licenses to such Content as set forth in this Agreement.
i) No portion of any Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, code, lock, or other mechanism or device that may be used to access, modify, delete, damage or disable the Website or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
j) All Content Information provided to us is accurate, complete and not misleading in any material respect and does not include any false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to any Content.
k) No Content has been created, obtained or submitted to us under this Agreement in violation of any law or contract terms.
l) If after the submission to us of any Content, the Contributor receives any notice or otherwise learn in any way that any representation made by the Contributor in this Agreement was not, or is no longer, complete or accurate, or was, or is now, misleading in any material respects, or of any claim by a third party to the effect of the foregoing, the Contributor will promptly provide us with written notice all relevant facts regarding the same, and if appropriate, remove the Content from the Website.
2.3.2. If the Content contains an image or likeness of an identifiable person, trademark , trade dress logo, copyrighted audio, design, art, architecture or other works (collectively "Third Party IP"), or certain distinctive (recognizable prominent) property, including that is protected by IP Rights, the Contributor represents and warrants that:
(a) the Contributor has obtained all necessary and valid releases such as (i) model releases from any persons whose recognizable name, voice, or likeness is contained or depicted in the Content; (ii) releases from the owner of any Third Party IP that is contained or depicted in the Content; (iii) property releases from the owner of any recognizable prominent property that is contained or depicted in the Content; and
(b) the Contributor will promptly provide copies of such releases to us upon our request; and
(c) that each release (i) is valid and binding, and (ii) permits all uses for the correspondent Content permitted by this Agreement;
(d) the Contributor will maintain and preserve all original releases and records relating to the creation of Content, including all clearances or releases that have been obtained for the Content, and/or licenses, agreements or instruments relating to ownership of, or rights to the Content.
2.3.2. Upon reasonable notice, the Contributor will promptly allow us to inspect and provide us with all such releases and records and information relating to the creation of the Content or such releases and records requested by us.
2.3.4. The Contributor represents and warrants that no person whose image is depicted or voice is included in the Content is a SAG-AFRA member.
2.3.5. The Contributor will deliver the Content in the format(s) and via the delivery method(s) we request.
2.4. Indemnification.
2.4.1.The Contributor agrees to defend, indemnify and hold us, our affiliates, and our and their respective representatives and shareholders (collectively referred to as "CLICS Parties"), our distributors and the Customers harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or relating to any Claim, relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by the Contributor or any of the Contributor’s representatives of this Agreement or any express representation, warranty, or obligation contained herein, or (ii) a claim that if proven would constitute a failure to fulfill any express responsibility or obligation assumed by the Contributor under this Agreement. We may withhold amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement and amounts that we determine are required to be withheld by law.
2.4.2. The indemnified party shall (i) promptly notify the indemnifying party of the Claim (provided that the failure to do so will not excuse the indemnity obligation unless the failure to notify causes material prejudice to the indemnifying party); and (ii) cooperate with the indemnifying party in the defense of any Claim, at the indemnified party's expense. The indemnifying party will have the opportunity to defend the Claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. If for any reason the indemnifying party does not timely elect to or fails to timely defend a Claim as provided herein, the indemnified party may do so at the indemnifying party's sole expense.
Notwithstanding the foregoing, (a) unless the Contributor’s insurance carrier agrees to indemnify CLICS and assumes the defense of a Claim, CLICS shall have the right to defend and control the defense or settlement of the Claim, and (b) the party controlling the defense of the Claim will not enter into any settlement agreement that creates a financial obligation on the other party to the person making the Claim that is not reimbursed or assumed by controlling party without the other party’s written consent, which will not be unreasonably withheld or delayed.
2.4.3. We will have no responsibility whatsoever for the compliance by the Customers or any third party with the terms of the present Agreement, nor any liability whatsoever for any breach, infringement or wrongful conduct or other acts or omissions by any such Customers or third parties.
2.4.4. The Contributor grants us the right and authority, but we have no obligation, to make any claim, bring any lawsuit or take any action regarding a breach or claimed breach by the Customers of the present Agreement and/or an infringement or claimed infringement of any of intellectual property or other rights in or relating to any Content by such person or any other third person (each, an "Enforcement Action") that we deem to be commercially reasonable to protect our rights in the Content. Upon our request, the Contributor will provide any information, assistance and cooperation that we reasonable request in connection therewith. Any monetary recovery received as a result of any Enforcement Action by us, to the extent such monies are intended to compensate for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses (including reasonable attorneys' fees and costs) incurred by us in connection with such action, be divided between the Contributor and us pursuant to the provisions of the Compensation section above.
3. THE LICENSE TERMS FOR THE CUSTOMER.
3.1. Rights granted by us to the Customer.
3.1.1. Under the Personal License to the Customer [U2] the Customer is granted the right to use, reproduce, publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, in non-commercial project.
3.1.2. The Content licensed under the Personal License to the Customer can be used for:
a) End products not for sale; and
b) One personal social media account with non-commercial activities
3.1.3. The Content licensed under the Personal License to the Customer cannot be used for:
a) End products for sale
b) Business social media accounts
c) Physical or digital paid advertisements
d) Native apps, web apps, or games
3.1.4. Under the Commercial License to the Customer the Customer is granted the right to use, reproduce, (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), publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated onto any other work of authorship (incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size), in any media or format now or hereafter known, provided that the Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content, in up to 5,000 end products for sale.
3.1.5. The Content licensed under the Commercial License to the Customer can be used for:
a) Up to 5,000 physical or digital end products for sale;
b) One business social media account owned and managed by the Customer;
c) Unlimited physical advertisements for local markets;
d) Digital paid advertisements with unlimited impressions;
e) Broadcast and streaming for up to 500,000 lifetime viewers.
3.1.6. The Content licensed under the Commercial License to the Customer cannot be used for Native apps, web apps, or games.
3.1.7. Under the Extended Commercial License to the Customer is granted the right to use, reproduce, (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), publicly display, distribute, modify (except as expressly prohibited herein), publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment, including the right to modify and create derivative works based upon the Content, including but not limited to the right to sell or distribute for sale the Content or any reproductions thereof if incorporated onto any other work of authorship (incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size), in any media or format now or hereafter known, provided that the Customer's use of the modified Content is limited solely to the same uses permitted with respect to the original Content, in up to 250,000 end products for sale.
3.1.8. The Content licensed under the Extended Commercial License to the Customer can be used for:
a) Up to 250,000 physical or digital end products for sale
b) Unlimited business social media accounts owned and managed by the licensee
c) Unlimited physical advertisements for local, national, and global markets
d) Digital paid advertisements with unlimited impressions
e) Broadcast and streaming for unlimited lifetime viewers
f) One native app, web app, or game downloaded or sold up to 250,000 times
3.1.9. If the Personal, Commercial or Extended Commercial licenses to the Customer do not grant the rights the Customer requires, the Customer should contact us (Phone: +1(267) 800-0390, Email: [email protected]).
3.2. Restrictions in use of the Content.
The Customer may not:
3.2.1. Use the Content other than as expressly provided by the corresponding license to Customer with respect to corresponding Content;
3.2.2. Portray any person depicted the 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.
3.2.3. Use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
3.2.4. Resell, redistribute, provide access to, share or transfer any Content except as specifically provided in Section 3 of the present Agreement.
3.2.5. Use the 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.
3.2.6. Use the Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
3.2.7. Falsely represent, expressly or by way of reasonable implication, that any Content was created by the Customer or a person other than the copyright holder(s) of that Content.
3.3. Credit and copyright notices.
3.3.1. The use of the Content in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Contributor and to Clics in substantially the following form:
"Name of the Contributor/ www.clics.store”
3.3.2. If and where commercially reasonable, the use of the Content in Merchandise or an audio-visual production shall be accompanied by a credit to Clics in substantially the following form:
"The Content (as applicable), used under license from www.clics.store".
3.3.3. 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.
3.4 The Warranties and representations of Clics. Liability.
3.4.1. Clics warrants and represents that the Contributors have granted Clics all necessary rights in and to the Content to grant the rights set forth in Section 3 of the present Agreement.
3.4.2. CLICS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
3.4.3. Clics 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 the Customer uses the Content.
3.4.4. Limits of Liability: Clics’ total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of the Customer’s:
(i) Personal License to the Customer shall be USD $5,000.
(ii) Commercial License to the Customer shall be USD $10,000
(iii) Extended Commercial License to the Customer shall be USD $25,000.
3.4.5. The Customer will indemnify and hold Clics, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by the present Agreement. The Customer further agrees to indemnify Clics for all costs and expenses that Clics incurs in the event that the Customer breaches any of the terms of this or any other agreement with Clics.
4. Miscellaneous.
4.1. By clicking "I Agree" you doing so accept and agree to be bound by this Agreement for yourself and for the person/entity on behalf of whom/which you use the Clics service at the Website and, if different, for your employer or other person that is identified as the registered Website user, and agree to be bound by its provisions.
If you are entering into this Agreement 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 Clics for any breaches of the terms of this Agreement.
4.2. You acknowledge that you have read this Agreement and any other agreements or terms which may be incorporated by reference herein, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it.
4.3. Governing Law and Jurisdiction. Dispute Resolution. All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the competent court of the State of Delaware, the USA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
4.4. Relationship. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, we are not joint venturers, partners, principal and agent, or employer and employee. Nothing in this Agreement is intended to, nor will, confer upon any third person or entity any rights, benefits, or remedies of any nature whatsoever.
4.5. Disclaimer. We expressly disclaim any liability for information, feedback, materials, or answers to questions provided by us or our representatives, all of which are provided as a courtesy only and do not amend this Agreement or constitute legal advice. Without limitation, we make no representation or warranty that you or any other party may or will achieve any level of payments or revenue under or arising out of this Agreement.
4.6. Digital Millennium Copyright Act.
Notification of Infringement. It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). In addition, we will promptly terminate without notice accounts of those determined to be "repeat infringers". If you are a copyright owner or an agent thereof, and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent designated below with the following information in writing (see 17 U.S.C. § 512(c)(3) or consult your own legal counsel to confirm these requirements): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the App are covered by a single notification, a representative list of such works from the App; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon removing any allegedly infringing material, we will notify the alleged infringer of such takedown. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
4.7. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. You may not assign this Agreement without the prior written consent of Clics, and any prohibited assignment will be null and void. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
4.8. In the event that you breach any of the terms of this or any other agreement with Clics, Clics shall have the right to terminate your account without further notice, in addition to Clics’ other rights at law and/or equity. Clics 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.
We welcome your comments or questions about this Agreement. You may contact us at [email protected].
Clics Store Inc.
600 N Broad Street
Suite 5 # 718
Middletown, DE 19709
Clics Store Inc.
600 N Broad Street
Suite 5 # 718
Middletown, DE 19709
600 N Broad Street
Suite 5 # 718
Middletown, DE 19709