Kbean Digital Artwork Limited License
As of July 8, 2024
1. Scope of this License
This License applies to all Artwork as defined in the Terms & Condition. The Artwork created or taken by Artist and delivered to Kbean, a Buyer, or a Seller (collectively known as “Parties of Interest”). This License governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this License unless agreed to in writing.
2. Transfer of this License
This License shall be deemed to have automatically transferred whenever a Buyer acquires an Artwork. A link shall be incorporated into the work or packaging and/or coding associated with the work represented by one or more crypto tags associated with the Artwork, tagging back to this License, so that the Buyer and any prospective Buyer is aware of the restrictions on the Artwork.
3. Incorporation by Reference
When acquiring Artwork, the parties acquire ownership of the edition of Artwork they purchased and subsequently cryptographic tags are registered in Kbean’s blockchain based ledger system. The tags will reference this License’s URL. The License is accordingly deemed incorporated by reference via those tags. The acquiring person or entity, having accepted the terms and conditions of Kbean, will be deemed to have known a License applied to the Artwork and have accepted the License.
Further, the Terms and Conditions of the Kbean website and platform shall be deemed to be incorporated by reference herein. Any Party of Interest holding this License shall be deemed to have read and accepted the foregoing Terms and Conditions.
4. Rights
All Artwork and rights relating to them, including copyright and ownership rights in the media in which the Artwork is stored, remain the sole and exclusive property of the Artist. This License provides the Parties of Interest with the limited right to view and display the Artwork within their homes, places of business, or other personal uses. The Platform provides streaming service for video material to larger display devices (i.e. Smart TV) to enhance users’ experience, but it is not required for the License holder to enjoy the Artwork. The License does not give the License holder any rights to download, store, copy, print or alter the Artwork in any ways unless the rights were explicitly provided by Kbean and the original creator of the Artwork in certain cases. For example, the original creator of the Artwork may choose to include the right to download the wallpaper version of the Artwork for mobile devices in the License. Artwork used for any purpose not directly related outside of those terms must be with the express permission of Artist and may include the payment of additional fees through Kbean, unless otherwise agreed to in writing. Artwork may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice ©, 2) watermark, and/or 3) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and Parties of Interest will be responsible to the Artist for any penalties and awards available under that statute.
Parties of Interest may request permission of the Artist to use the Artwork in other medias or for other means. Such requests shall be directed to the Artist through the Kbean platform. Additional fees and costs may be associated with the transaction. Parties of Interest, who held the Licenses, can transfer the ownership to others by selling them through the Kbean Platform.
5. Relationship of the Parties
The parties agree that Artist is an independent contractor and that neither Artist nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of any Parties of Interest. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this License. Neither party is authorized to act as agent or bind the other party except as expressly stated in this License. Artist and the Artwork or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Parties of Interest are contractual in nature and are expressly defined by this License.
6. Delivery
Artist may select delivery of Artwork standard digital formats at a resolution that Artist determines will be suitable for the Artwork as licensed. It is the Parties of Interest’s responsibility to verify that the Artwork are suitable for their needs. Artist has no obligation to retain or archive any Artwork delivered to Parties of Interest. Such retention shall be borne by Kbean.
7. Exclusivity
Kbean shall have the initial sole and exclusive License to the Artwork provided by Artist. Such Artwork shall not be divided into multiple interests or fractional interests. Such Artwork may be freely bought and sold on the Kbean platform. However, the purchasers of such Artwork will be required to abide by the Terms and Conditions set forth by Kbean. It shall remain bought and sold exclusively on the Kbean platform or its successors and assigns.
8. Transfer and Assignment
Parties of Interest may not assign or transfer this License or any rights granted under it, except under the terms and conditions set forth under the Kbean Terms and Conditions. No amendment or waiver of any terms is binding unless in writing and signed by the parties.
9. Indemnification
Parties of Interest will indemnify and defend Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the any use of the Artwork by Parties of Interest.
10. General Law/Arbitration
This License sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This License shall be governed, interpreted and enforced in accordance with the laws of the State of California. Any claim or litigation arising out of this License or its performance may be commenced only in courts physically located in the County of San Francisco, within the State of California, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this License, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
11. Prohibition
Any Artwork associated with this License may not be made available for public use, nor deemed a part of the public domain, without the express authorization and assent of Kbean and the artist who originally created the Artwork.
12. Severability
If one or more of the provisions in the License is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
13. Waiver
No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this License and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this License.