Licensing Agreement
Introduction
This Licensing Agreement ("Agreement") governs the relationship between you ("Client") and the independent digital creator ("Creator") from whom you have licensed custom content through the Kite.site software application, operated by Betterlabs Pty Ltd. This Agreement details the terms under which Creators grant the Client the rights to use the digital content specifically created for the Client ("Content"). If this Licence Agreement is inconsistent with a separate contract made between Creators and Users, then the separate contract will prevail to the extent of any inconsistency.
Scope of License
2.1 Grant of License: Subject to the terms of this Agreement, the Creator grants the Client a non-exclusive, non-transferable, revocable license to use the Content for the purposes specified in the Client’s brief as agreed upon by the Creator and Client for the term as agreed between the Creator and Client ("Term") ("License").
2.2 Rights Covered: The License includes the right to display, broadcast, advertise, and modify the Content strictly for the purposes as agreed between the Creator and Client. The agreed purposes for use of the Content and the specific rights granted will be clearly outlined in the agreement between the Creator and Client.
License Limitations
3.1 Specificity of Use: The Content created is bespoke and tailored for the Client, and as such, is not to be resold or re-licensed by the Creator to any third parties.
3.2 Prohibited Uses: The Client may not use the Content in a manner that is defamatory, pornographic, illegal, or violates third-party rights. The Content must not be used beyond the purposes specified in the Client's brief as agreed upon by the Creator and Client unless the Client received the express prior written consent from the Creator.
Subscription and Usage Rights
4.1 Advance Payments and Auto-Renewal: Rights for the use of the Content, including any whitelisting rights, are sold on a monthly subscription basis or on such other basis as the User and the Creator agreement ("Content Subscription"). Content Subscriptions are payable in advance to the Creator at the beginning of each month and will automatically renew each month, unless opted out of, under the same terms as this Agreement and the terms and conditions as agreed separately between the Creator and Client unless otherwise agreed.
4.2 Opt-Out Mechanism: Clients may opt out of the Content Subscription by notifying the Creator through Kite.site before the automatic renewal of the Content Subscription each month. Kite.site will provide reminders to Clients prior to the monthly renewal of the relevant Content Subscription.
4.3 Unauthorised Use and Auto-Charge Rights: If the Creator finds that the Client is using the Content once a Content Subscription ends or is using the Content in a way not agreed to by the Creator, the Creator reserves the right to automatically charge the Client for such use through Stripe, facilitated by Kite.site.
Payment and Fees
5.1 Fees: The Client agrees to pay the Content Subscription, including any applicable taxes and additional charges for extra services or rights, which will be agreed to separately by the Creator and Client. .
5.2 Payment Terms: All payments are facilitated through Stripe Connect. Timely payment is required in accordance with the terms specified on Kite.site or as otherwise agreed between the User and the Creator.
Intellectual Property
6.1 Ownership: The Creator retains all ownership rights to the Content. The Client acquires only the licensing rights as explicitly granted in this Agreement.
6.2 Credit and Moral Rights: Proper attribution to the Creator is required where agreed to between the Creator and Client. The Creator’s moral rights are protected and must be respected in all uses of the Content.
6.3 Promotional Rights: Subject to the Terms, Kite.site is granted an irrevocable, royalty free and perpetual licence to use all Content created via Kite.site for the purposes of marketing and promoting Kite.site. This use includes, but is not limited to, displaying, modifying, and distributing the content in Kite.site marketing materials.
Termination
7.1 Breach of Agreement: Either party may terminate this Agreement if the other party breaches its terms and fails to rectify the breach within a reasonable period.
7.2 Effect of Termination: Upon termination of this Agreement, the Client must cease all use of the Content and destroy or return all copies of the Content to the Creator.
Liability and Indemnification
8.1 Limitation of Liability: The Creator is not liable for indirect, incidental, special, consequential, or punitive damages arising from this Agreement.
8.2 Indemnification: The Client will indemnify and hold the Creator harmless from any claims or damages arising from the Client’s misuse of the Content or violation of this Agreement.
Governing Law and Dispute Resolution
9.1 Governing Law: This Agreement is governed by the laws of Western Australia, unless otherwise agreed.
9.2 Dispute Resolution: Disputes will be resolved through mediation or arbitration in the agreed jurisdiction, with a preference for mediation.
Acceptance
By undertaking the process of purchasing or licensing Content through Kite.site, the Client and Creator agree to be bound by the terms of this Agreement.