Ktizo Terms of
Service Agreement

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “TERMS OF SERVICE”) CAREFULLY. THIS AGREEMENT APPLIES TO THE KTIZO WEBSITE (“WEBSITE”) AND THE SERVICES AND RESOURCES AVAILABLE ON OR ENABLED VIA THE WEBSITE (COLLECTIVELY THE “PLATFORM”) WHICH IS OWNED AND OPERATED BY (“KTIZO,” “WE,” OR “US”). THE PLATFORM PROVIDES USERS THE ABILITY TO OFFER TO LICENSE MUSIC, INCLUDING MUSICAL WORKS AND SOUND RECORDINGS (THE “CONTENT”). THESE TERMS OF SERVICE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE (“USERS”). BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE“SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH KTIZO, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF KTIZO YOU HAVE NAMED AS THE USER, AND TO BIND THAT KTIZO TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION 11 (DISCLAIMER OF WARRANTIES)); (2) YOUR CONSENT TO RELEASE KTIZO FROM LIABILITY (SECTION 9 (RELEASE)); AND (3) YOUR AGREEMENT TO INDEMNIFY KTIZO FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (SECTION 10 (INDEMNIFICATION)).

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY KTIZO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Ktizo will make a new copy of the Terms of Service Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Service Agreement. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 (Registering Your Account) below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users, provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 (Registering Your Account) below). Ktizo may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN - CURRENT TERMS.

1. Use of the platform, the services and ktizo properties.

The Platform, the Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (each, a “Ktizo Property” and collectively, the “Ktizo Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Ktizo grants you a limited license to reproduce portions of Ktizo Properties for the sole purpose of using the Platform to license Content through the Platform. Unless otherwise specified by Ktizo in a separate license, your right to use any and all Ktizo Properties is subject to the Agreement.

1.1 Updates. You understand that Ktizo Properties are evolving. You acknowledge and agree that Ktizo may update Ktizo Properties with or without notifying you. You may need to update third-party software from time to time in order to use Ktizo Properties.

1.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Ktizo Properties or any portion of Ktizo Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Ktizo Properties (including images, text, page layout or form) of Ktizo; (c) you shall not use any metatags or other “hidden text” using Ktizo’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Ktizo Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Ktizo Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Ktizo Properties. Any future release, update or other addition to Ktizo Properties shall be subject to the Agreement. Ktizo, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Ktizo Property terminates the licenses granted by Ktizo pursuant to the Agreement.

1.3 Ktizo Communications. By entering into this Agreement or using the Ktizo Properties, you agree to receive communications from us, including via e-mail and calls. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Ktizo Properties, updates concerning new and existing features on the Ktizo Properties, communications concerning promotions run by us or our third-party partners, and news concerning the Ktizo and industry developments.

2. Registration.

2.1 Registering Your Account. In order to access certain features of Ktizo Properties you may be required to become a Registered User. For purposes of the Agreement, a“Registered User” is a user who has registered an account on the Website (“Account”).

2.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Ktizo Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Ktizo Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Ktizo immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ktizo has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Ktizo has the right to suspend or terminate your Account and refuse any and all current or future use of Ktizo Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Ktizo reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Ktizo Properties if you have been previously removed by Ktizo, or if you have been previously banned from any of Ktizo Properties.

2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Ktizo.

2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Ktizo Properties, including but not limited to, a mobile device that is suitable to connect with and use Ktizo Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Ktizo Properties.

3. Responsibility for content.

3.1 Types of Content. You acknowledge that all Content, including Ktizo Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Ktizo, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Ktizo Properties (“Your Content”), and that you and other Registered Users of Ktizo Properties, and not Ktizo, are similarly responsible for all Content that you and they Make Available through Ktizo Properties (“User Content”).

3.2 No Obligation to Pre-Screen Content. You acknowledge that Ktizo has no obligation to pre-screen Content (including, but not limited to, User Content), although Ktizo reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Ktizo pre-screens, refuses or removes any Content, you acknowledge that Ktizo will do so for Ktizo’s benefit, not yours. Without limiting the foregoing, Ktizo shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

3.3 Storage. Unless expressly agreed to by Ktizo in writing elsewhere, Ktizo has no obligation to store any of Your Content that you Make Available on Ktizo Properties. Ktizo has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Ktizo Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Ktizo retains the right to create reasonable limits on Ktizo’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Ktizo in its sole discretion.

4. Ownership.

4.1 Ktizo Properties. Except with respect to Your Content and User Content, you agree that Ktizo and its suppliers own all rights, title and interest in Ktizo Properties (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Ktizo software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or acKtizoing any Ktizo Properties.

4.2 Trademarks. Ktizo and all related graphics, logos, service marks and trade names used on or in connection with any Ktizo Properties or in connection with the Services are the trademarks of Ktizo and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Ktizo Properties are the property of their respective owners.

4.3 Your Content.Ktizo does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in Ktizo Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

4.4 License to Your Content. Subject to any applicable account settings that you select, you grant Ktizo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Ktizo Properties to you and to our other Registered Users, including the right to provide Your Content to prospective licensees for their review for potential licensing. Licenses for use of Your Content in third party media, including movies, television, streaming and advertising are subject to Supplemental Terms. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Ktizo Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Ktizo, are responsible for all of Your Content that you Make Available on or in Ktizo Properties.

4.5 Use of Third Party Content for Evaluation of Tracks. Once a track has been made available for licensing through on the Platform, solely for the purpose of determining whether to license a track, you may be provided an mp3 copy of a track; provided however, that you may not exhibit, publicly perform, digitally transmit and/or otherwise distribute the track or provide the track to any third party. There shall be no license fee payable for the use of the track in mp3 file format solely as contemplated by this Section.

4.6 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Ktizo Properties, you hereby expressly permit Ktizo to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

4.7 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Ktizo through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Ktizo has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Ktizo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Ktizo Properties and/or Ktizo’s business.

5. User conduct.

As a condition of use, you agree not to use Ktizo Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to either (a) take any action or (b) Make Available any Content on or through Ktizo Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Ktizo’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Ktizo; (vi) interferes with or attempt to interfere with the proper functioning of Ktizo Properties or uses Ktizo Properties in any way not expressly permitted by this Agreement; (vii) manipulates the price of any listed item or interferes with a User profile or listings; (ix) transfers your account and username to another party without our consent; (x) bypasses our robot exclusion hardware, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure; (xi) uses the Platform to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card or account numbers without their permission; (xii) takes any action that may undermine our feedback or ratings systems; (xiii) breaches or circumvents any laws, third party rights or our systems, policies, or determinations of your account status; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed against Ktizo Properties, including but not limited to violating or attempting to violate any security features of Ktizo Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Ktizo Properties, introducing viruses, worms, or similar harmful code into Ktizo Properties, or interfering or attempting to interfere with use of Ktizo Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Ktizo Properties.

6. No solicitation.

The Platform may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through the Ktizo Properties. You may not use the Platform to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Ktizo.

7. Investigations.

Ktizo may, but is not obligated to, monitor or review Ktizo Properties and Content at any time. Without limiting the foregoing, Ktizo shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Ktizo does not generally monitor user activity occurring in connection with Ktizo Properties or Content, if Ktizo becomes aware of any possible violations by you of any provision of the Agreement, Ktizo reserves the right to investigate such violations, and Ktizo may, at its sole discretion, immediately terminate your license to use Ktizo Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

8. Interactions with other users.

8.1 User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Ktizo reserves the right, but has no obligation, to intercede in such disputes. You agree that Ktizo will not be responsible for any liability incurred as the result of such interactions.

8.2 Content Provided by Other Users. Ktizo Properties may contain User Content provided by other Registered Users. Ktizo is not responsible for and does not control User Content. Ktizo has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.

8.3 Subverting the Platform. The value of the Platform rests in its thriving marketplace for music licensing. It is a material breach of this Agreement to arrange for the sale of listed items from, or the payment of fees to, Licensors outside the context of the Platform for the purposes of circumventing the obligation to pay the Ktizo’s fee for items purchased through the Platform.

9. Release.

The Ktizo expressly disclaims any liability that may arise between Users of its Platform. The Platform is only a venue for connecting Licensees with Licensors. Because the Ktizo is not a party to the actual contracts between Licensees and Licensors, in the event that you have a dispute with one or more Users, you release the Ktizo, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any Users (collectively, the “Ktizo Parties”) (from any and all claims, demands, or damages (actual or consequential)) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Ktizo Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform provided hereunder.

10. Indemnification.

You agree to indemnify and hold Ktizo, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Ktizo Party” and collectively, the “Ktizo Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Ktizo Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Ktizo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ktizo in asserting any available defenses. This provision does not require you to indemnify any of the Ktizo Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Ktizo Properties.

11. Disclaimer of warranties and conditions.

11.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF KTIZO PROPERTIES IS AT YOUR SOLE RISK, AND KTIZO PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. KTIZO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.

(a) KTIZO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) KTIZO PROPERTIES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF KTIZO PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF KTIZO PROPERTIES WILL BE ACCURATE OR RELIABLE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH KTIZO PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS KTIZO PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. KTIZO MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KTIZO OR THROUGH KTIZO PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, KTIZO MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT KTIZO’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

11.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT KTIZO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD KTIZO PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

(a) The Ktizo makes no warranty that the goods provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. The Ktizo makes no warranty regarding the quality of any such goods, or the accuracy, timeliness, truthfulness, completeness or reliability of any User content obtained through the Ktizo Properties.

(b) We are not involved in the actual transaction between Licensees and Licensors. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Users’ content or listings, the ability of Licensors to sell items, the ability of Licensees to pay for item, or that Licensee or Licensor will actually complete a transaction.

(c) Further, we cannot guarantee continuous or secure access to the Ktizo Properties and operation of the Ktizo Properties may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.

11.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF KTIZO PROPERTIES. YOU UNDERSTAND THAT KTIZO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF KTIZO PROPERTIES. KTIZO MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. KTIZO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH KTIZO PROPERTIES.

11.4 Third-Party Materials. As a part of Ktizo Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Ktizo to monitor such materials and that you access these materials at your own risk.

12. Limitation of liability.

12.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL KTIZO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT KTIZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF KTIZO PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE KTIZO PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH KTIZO PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON KTIZO PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO KTIZO PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A KTIZO PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A KTIZO PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A KTIZO PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. [UK: KTIZO DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY KTIZO’S NEGLIGENCE; (2) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (3) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.]

12.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, KTIZO PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO KTIZO BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A KTIZO PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A KTIZO PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A KTIZO PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.3 User Content. EXCEPT FOR KTIZO’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE KTIZO’S PRIVACY POLICY, KTIZO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

12.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KTIZO AND YOU.

13. Procedure for making claims of copyright infringement.

It is Ktizo’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Ktizo by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Ktizo Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Ktizo Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Ktizo’s Copyright Agent for notice of claims of copyright infringement is as follows: copyright@ktizo.io.

14. Monitoring and enforcement.

Ktizo reserves the right to: (a) remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Ktizo Properties or the public, or could create liability for the Ktizo; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Ktizo Properties; and/or (e) terminate or suspend your access to all or part of the Ktizo Properties for any or no reason, including without limitation, any violation of this Agreement.
If Ktizo becomes aware of any possible violations by you of the Agreement, Ktizo reserves the right to investigate such violations. If, as a result of the investigation, Ktizo believes that criminal activity has occurred, Ktizo reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Ktizo is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Ktizo Properties, including Your Content, in Ktizo’s possession in connection with your use of Ktizo Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Ktizo, its Registered Users or the public, and all enforcement or other government officials, as Ktizo in its sole discretion believes to be necessary or appropriate.

15. Term and termination.

15.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Ktizo Properties, unless terminated earlier in accordance with the Agreement.

15.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Ktizo Properties or (b) the date you accepted the Agreement, and that the Agreement will remain in full force and effect while you use any Ktizo Properties, unless earlier terminated in accordance with the Agreement.

15.3 No Subsequent Registration. If your registration(s) with, or ability to access, Ktizo Properties or any other Ktizo community, is discontinued by Ktizo due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Ktizo Properties or any Ktizo community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Ktizo Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Ktizo reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

16. Platform is for us-based users only.

Ktizo Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Ktizo intends to announce such Services or Content in your country. Ktizo Properties are controlled and offered by Ktizo from its facilities in the United States of America. Ktizo makes no representations that Ktizo Properties are appropriate or available for use in other locations. Those who access or use Ktizo Properties from other countries do so at their own volition and are responsible for compliance with local law.

17. Third-party services.

17.1 Third Party Service Provider. The Ktizo uses Stripe, Inc. and its affiliates as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a “Third Party Service Provider”). By buying or selling on any Ktizo Property, you agree to be bound by Stripe’s Privacy Policy (currently accessible athttps://stripe.com/us/privacy) and its Terms of Service (currently accessible athttps://stripe.com/us/terms) and hereby consent and authorize the Ktizo and Stripe to share any information and payment instructions you provide with one or more Third Party Service Provider(s) to the minimum extent required to complete your transactions. By listing or selling item on the Ktizo Properties, you also agree to be bound by Stripe’s Licensor Termshttps://stripe.com/legal/ssa.

17.2 Third-Party Websites, Applications and Ads. Ktizo Properties may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Ktizo Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Ktizo. Ktizo is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Ktizo provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

18. General provisions.

18.1 Electronic Communications. The communications between you and Ktizo may take place via electronic means, whether you visit Ktizo Properties or send Ktizo e-mails, or whether Ktizo posts notices on Ktizo Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Ktizo in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ktizo provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

18.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ktizo’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

18.3 Force Majeure. Ktizo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Ktizo Properties, please contact us at: info@ktizo.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Ktizo agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Delaware.

18.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

18.7 Notice. Where Ktizo requires that you provide an e-mail address, you are responsible for providing Ktizo with your most current e-mail address. In the event that the last e-mail address you provided to Ktizo is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Ktizo’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ktizo at the following address: info@ktizo.io. Such notice shall be deemed given when received by Ktizo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.8 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

18.10 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Ktizo Terms of Service Agreement