For purposes of this Partner Agreement, the following terms will have the indicated definitions:
- Website means the Karl Stevens Art website and subdomains located at karlstevensart.com
- Content means content uploaded to your Karl Stevens Art Store through your Karl Stevens Art account or otherwise provided by you to Karl Stevens Art for placement on the Website, which content is approved by Karl Stevens Art.
- Customer means any natural person, company, or other legal entity that will acquire licenses to Content via the Karl Stevens Art Website.
- Party or Parties means Karl Stevens Art and/or you.
- Payment Processor means any party authorized by Karl Stevens Art to provide payment processing services for payments from Customers to Karl Stevens Art or payments made from Karl Stevens Art to you for Content distributed via the Website.
2. License Grant
2.1 To Karl Stevens Art. You hereby grant to Karl Stevens Art a non-exclusive, worldwide, perpetual, non-transferable, non-sublicensable, and royalty-free license to copy, perform, display, distribute, transmit, modify and use the Content:
a. to create, display and use the Content for administrative and demonstration purposes in connection with the operation, promotion, and marketing of the Marketplace itself and in connection with the promotion, marketing, sales, and distribution of the Content via the Website; and
b. to distribute and grant Digital Rights in the Content to Customers via the Website.
2.2. To Customers. You agree that Karl Stevens Art may grant to Customers a non-exclusive, worldwide, and perpetual license to download, use, copy, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, distribute, or transmit the Content for personal, promotional, and/or commercial purposes (“Digital Rights”). Both Parties expressly acknowledge that distribution of the Content to Customers via the Website is not a sale of the Content but the grant of Digital Rights to Customers.
3. Your Content
3.1. Keep Your Rights. Except for the rights granted by you to Karl Stevens Art in Section 2 above, Karl Stevens Art expressly acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to any Content supplied by you, including any intellectual property rights which subsist in that Content. At any time, you may delete or unpublish Content you previously uploaded to your Store from the Website; however, Karl Stevens Art may continue to make such Content available for download to Customers who have already purchased Digital Rights to such Content.
3.2. Appropriate Rights. You represent and warrant that you have all intellectual property rights necessary for you to grant Karl Stevens Art the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content. If third-party materials are included in the Content, you represent and warrant that you have the right to distribute the third-party material in the Content. You agree that you will not submit material to the Marketplace that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material to the Marketplace.
3.3. Copyright Claims. You expressly acknowledge and agree that Karl Stevens Art shall be entitled to forward your name, address, and other contact details to any third party that reasonably claims that you do not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Content.
3.4 Advertising. You will not use Karl Stevens Art to advertise other services, sites or products.
4. Asset Delivery
All Content must be delivered immediately after purchase, with no barriers to immediate download. Whenever required all Asset files should be hosted on Karl Stevens Art. You must not require a Buyer to provide personal information in order to access licensed Content.
5. Resolution Process for Transactions
All parties share the responsibility for making sure that purchases facilitated by our Website are satisfactory and hassle-free. Karl Stevens Art may, in connection with the sale of Digital Rights to Customers, and in its discretion, issue to Customers refunds, rebates, and credits. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting your balance.
6. Warranty Disclaimer
EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
7. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF Karl Stevens Art ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS PARTNER AGREEMENT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS PARTNER AGREEMENT.
8.1 Independent Contractors. The relationship between you and Karl Stevens Art, respectively, is that of licensor and licensee. Neither Party shall be deemed to be an agent of the other Party for any purpose, and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
8.2. Governing Law and Jurisdiction. This Partner Agreement is governed and interpreted in accordance with the laws of the State of California, U.S.A. without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. The Parties consent to the exclusive jurisdiction of, and venue in Orange County, California, U.S.A. for the adjudication of any disputes arising hereunder.
8.3. Assignment. Neither Party shall assign, delegate, or otherwise transfer its rights or obligations under this Partner Agreement, by operation of law or otherwise, without the prior written consent of the other Party (to be granted or withheld in its reasonable discretion); except that Karl Stevens Art may assign this Partner Agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This Partner Agreement will inure to the benefit of the Parties and their permitted successors and assigns.
8.4. Merger, Modification and Waiver. This Partner Agreement constitutes the entire agreement between Karl Stevens Art and Partner with respect to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard thereto. No modification of or amendment to this Partner Agreement, nor any waiver of any rights under this Partner Agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
8.5. Severability. If any of the provisions of this Partner Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.
8.6. Counterparts. This Partner Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.