Kunvay Terms of Service
These Terms of Service define the terms by which you may use our website at www.kunvay.com ("Website") and are an agreement between you and Kunvay LLC (the "Company"; the Company and Website are collectively referenced as "we" or "us"). By using this Website, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use this Website, if you do not agree to these Terms of Service.
These Terms of Service apply to all visitors, registered users, developers, buyers, and third parties designated to receive intellectual property on behalf of any buyer.
1. Our Website and Service
Kunvay is an online intellectual property escrow and transfer service, which enables developers of intellectual property (the "Creative(s)") to create an online escrow account; upload to the account their intellectual property ("IP") to be transferred; and then release and assign all right, title, and interest in such IP to the buyer of the IP ("Buyer") or designated third party recipient (the "Designated IP Recipient").
You do not have to register in order to visit our Website. In order to access many of the features of this Website, however, you will need to register and create an account. When you register, you will be asked to provide your name, email address, country, and zip code. You will also be asked to describe your IP, if any, that will be assigned through the Website, and to estimate the value of any such IP. You will also be asked to identify any Designated IP Recipient, and to create a project room name. We will also ask you to provide financial information (such as credit card number, expiration date, and a 3 digit security code), which will be used for billing purposes.
If you register as a user, you will be required to select a password. You should not disclose your password to any third party. You are solely responsible for keeping your password confidential and for the activity that occurs on your account. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.kunvay.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this Section 3.
All information provided by you in your registration must be truthful and complete. We may suspend or cancel your registration without notice if we have any reason to believe that this is not the case. In addition, we may suspend or cancel your registration with us at any time without prior warning if you fail to comply with these Terms of Service, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed fraud or any other illegal activity, we reserve the right to report you to the appropriate law enforcement authorities.
3. Restrictions on Transfer
Our current policy is to limit the categories of IP eligible for transfer through our service to design work, photos, and written text ("Copyrightable Works"). In addition, we limit the aggregate value of any single assignment and/or transaction to Ten Thousand U.S. Dollars ($10,000.00 USD).
4. Escrow Process
You may set up an assignment through our Website at any time while you are working with a Creative or Buyer. To set up an assignment, you will be required to open a project room, initiate the set-up of an escrow for the Copyrighted Works, and enter into an escrow agreement, which agreement will set forth the terms and conditions of the assignment and release of any payments. The Buyer may elect to identify a Designated IP Recipient to be the assignee of the Copyrighted Works. Upon execution of the escrow agreement and completion of the services, the Creative will be required to upload the specified Copyrighted Works to the escrow. The Buyer will then be required to pay the applicable service fees for the transaction as posted to our Website. Upon receipt of payment in accordance with the terms of the applicable escrow agreement, we will release all right, title, and interest in the Copyrighted Works to the Buyer or the Designated IP Recipient.
5. Operation of our website
We use commercially reasonable efforts to maintain our Website and to keep it operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
- Description of the Incident. The specific sequence of events which generated the incident, and a full description;
- Description of Error Message. The exact wording of any error messages, if applicable; and
- Description of Discovery of Incident. Any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
We cannot guarantee that your access to the Website will be uninterrupted, or that the Website will be available at all times. We can assume no liability or responsibility for any delay, interruption, or downtime.
We use commercially reasonable efforts to ensure that our Website are protected from viruses and other destructive software, but we cannot guarantee that either will at all times be free from viruses. We urge you to use reasonable care in downloading information. We can assume no responsibility for any damage to computer equipment or other property that may result from the use of the Website as a result of downloading from the Website.
6. Acceptable Use Policy
Our Website should only be used for lawful purposes. We specifically prohibit you from making any other use of the Website, including but not limited to the following:
- Impersonation; Misrepresentation: Posting or submitting to the Website any information in which you impersonate or claim to be any third party, or in which you misrepresent your affiliation with another person or entity;
- Providing Unauthorized Access to the Website: Disclosing or sharing your password with any third party or allowing such third party access to a our Website;
- Objectionable Communications through Website: Posting content or initiating communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable;
- Illegal Activity: Using the Website for any illegal purpose;
- Disclosing Confidential Information without Permission: Sharing information or initiating communications with information you are under an obligation not to disclose;
- Posting Infringing Content: Posting infringing content to the Website;
- Tampering with the Website: Taking any action that disrupts, tampers with, interferes, or imposes an unreasonable burden on the Website’s infrastructure, servers, data, or network or those of any third party via our Website;
- Using Unauthorized Search Tools: Using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, Safari, and Chrome);
- Uploading Viruses: Posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit functionality of the Website or of any computer software, hardware, or telecommunications equipment;
- Infringing Intellectual Property in Website: Deciphering, decompiling, disassembling, copying, duplicating, aggregating, or reverse engineering any of the software, content, information, or other materials comprising or in any way making up part of the Website;
- Mining Data from the Website: Using any means of automatically searching or mining data from the Website, or in any way attempting to interfere with the proper working of the Website;
- Stalking or Harassment: Stalking, harassing, or threatening any user of this Website or any Creative, Buyer, or Designated IP Recipient; or
- Harvesting Personal Information: Collecting or storing personal information about any user of this Website or any Creative, Buyer, or Designated IP Recipient.
We reserve the right (but do not have the obligation) to suspend or cancel the account of any user who does not appropriately use the Website. If you become aware of any inappropriate use, please notify us at our email address at firstname.lastname@example.org.
7. Intellectual Property
We or our licensors shall retain all right, title, and interest in the marks, logos, code, databases, content, text, designs, photos, and other materials posted to our Website, blogs, and any social media pages or feeds set up on behalf of our Company or our Website ("Company Intellectual Property"). Except as otherwise expressly stated herein, you may only view and display the Company Intellectual Property posted to the Website, and you may not reproduce, display, copy, republish, download, upload, post, transmit, publicly perform or display, distribute, create derivative works of, misappropriate, or otherwise use for any purpose any portion of our Website, blogs, or our social media pages or feeds without the express written consent of us or our licensors as appropriate. Using the Company Intellectual Property on any other Website for any commercial purpose is expressly prohibited.
8. Intellectual Property Infringement Complaints
We respect the intellectual property rights of others. If you ever suspect that your intellectual property has been copied in any manner that constitutes intellectual property infringement, then please notify us immediately, providing the following information:
- Identification of the Intellectual Property. The name of the owner of the intellectual property and a signature of the person authorized to act on behalf of the intellectual property interest, which is alleged to be infringed;
- Description of Infringed Right. A description of the intellectual property right that you claim has been infringed;
- Location of Infringing Item. A description of where the allegedly infringing item is located on the Website;
- Contact Information. Your address, telephone number, and email address; and
- Statement under Penalty of Perjury. A statement by you confirming that you are the intellectual property owner or are authorized to act on the intellectual property owner’s behalf, made under penalty of perjury.
All infringement notifications should be submitted to our designated agent at email@example.com.
Our blog and third party social media web pages provide the ability to make comments and to post text and other content ("Content"). If you make comments or post Content, then you are solely responsible for ensuring that your comments and/or Content are appropriate and not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, and that they do not constitute or contain viruses, commercial solicitation, chain letters, mass mailings, or any form of "spam."
You hereby grant to us a nonexclusive, royalty-free, perpetual, irrevocable right to use, reproduce, adapt, publish, translate, create derivative works from, distribute, and display such comments or Content on our blog and on any third party social media web pages; to make any modifications or reformatting necessary to publish and display the comments or Content (or any portion thereof); and to grant sublicenses to third parties. You also grant us a nonexclusive worldwide license to publish and display any trademarks, service marks, or logos that you provide to us with your comments or Content. We reserve the right to monitor and remove any comments or Content at any time from our blog without notice.
10. Eligibility to use our website
Only adults, who are at least eighteen (18) years of age, are eligible to use our Website. In addition, to use the Website, you must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth in these Terms of Service. By using our Website, you represent and warrant that you have the right and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth therein. If you are using this Website on behalf of a business, then you must either be the owner of the business or you must have the full power and authority to use this Website on behalf of the business.
11. Third parties
Your dealings with any third party with whom interact through this Website are solely between you and such third party. You are solely responsible for exercising common sense and reasonable caution in any dealing with any third party business, individual, or platform, with whom do business with through this Website. You agree that we will not be responsible or liable for any loss, damage, or other liabilities incurred as a result of your interactions with such third parties. You assume the sole risk of loss and liability of your interaction with any third party that you conduct business with through this Website. In the event that you ever have a complaint against such third party, you should contact such third party directly regarding your issue.
12. Security Measures
We have implemented commercially reasonable security measures to protect your personal information and IP uploaded to this Website; however, we cannot provide any guarantees that unauthorized third parties will never be able to defeat those measures or use any personal information or IP uploaded to our Website for improper purposes. You acknowledge and agree that any personal information or IP that you provide is provided at your own risk.
13. Nature of Website and Services
Our Website service is not intended to ensure that any Creative receives the agreed upon payment for his or her services, nor is it intended to provide any assessment as to whether any work may be registered with the U.S. Copyright Office. Similarly, we do not file copyright registrations or assignments with the U.S. Copyright Office. Instead, our service is intended only to provide a mechanism by which to facilitate the assignment of all right, title, and interest in IP from a Creative to a Buyer or Designated IP Recipient.
Our services are backed by a 100% satisfaction guarantee. As a buyer, if you are not satisfied with your purchase for any reason, simply contact us within 30 days of your purchase to request a full refund and cancellation of your copyright and intellectual property transfer agreement. Refunds can be requested by contacting us at firstname.lastname@example.org.
15. Feedback; Idea Submissions
We are pleased to hear from you and welcome your feedback about the Website. If you provide any feedback to us, you agree that all such feedback will not be subject to any obligation of confidence by us, and that we will not be liable for any use or disclosure of the feedback. Also, you agree that we may use any such feedback to make improvements to our Website at our sole discretion without any obligation to you.
In the event that you submit any ideas to us about our business, you grant to us an exclusive, perpetual, royalty-free, transferable, worldwide license with the right to grant sublicenses to use, display, copy, publish, republish and to incorporate your idea into our Company Intellectual Property.
16. Limitation of Liability; Consequential Damages
You agree that Company and the Website will not be liable to you for any indirect, consequential, special, punitive, or exemplary damages, arising out of or in connection with the use of this Website, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages).
Our liability to you shall in no event exceed the total aggregate amount of fees that we collect from you. Some jurisdictions do not allow the limitation of liability, so these limitations may not be applicable.
17. Warranty; Disclaimer
Your use and reliance on this Website and your reliance on this Website shall be at your sole risk. We make no warranty that your access to the Website will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, or free of technical problems, nor can we make any warranty that uploaded IP will not be damaged, destroyed, or deleted from our Website. Buyers and Creatives are solely responsible for maintaining back-ups of all uploaded IP. We, however, will exercise reasonable care to maintain and back-up our Website at all times.
You agree and acknowledge that the materials on this Website have been prepared for informational and educational purposes only and should be not be construed as legal advice or a professional legal opinion on any specific facts or circumstances. We expressly disclaim all liability for actions taken or not taken based on any of the contents of this Website. The content on this Website and our services are not intended to be a substitute for professional legal advice and counsel. If you have specific legal questions or concerns, you should consult with a licensed attorney in your jurisdiction, who will be able to advise you on your particular facts and circumstances.
We do not seek to establish any professional or attorney-client relationship with you as a result of any visit that you make to this Website or any services that you procure from us. We expressly disclaim any liability for any loss or damage which arises from your use of this Website.
You further agree and acknowledge that our services provided through this Website do not include filing copyright registrations or assignments with the U.S. Copyright Office, or performing any assessment as to whether any work can be registered with the U.S. Copyright Office. In addition, you agree and acknowledge that our services do not ensure that any Creative receives the agreed upon payment for his or her services, and that the Buyer is solely responsible for ensuring that the Creative is paid in full upon his or her completion of the work.
TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
By using our Website, you agree to indemnify, defend, and hold harmless Company and our Website, as well as our officers, employees, independent contractors, representatives, agents, other users, and visitors against any third party claim arising from or in any way related to your use of this Website, including but not limited to damages, costs, expenses, suits, judgments, litigation costs, or attorneys fees.
We reserve the right to discontinue this Website at any time in our sole discretion. You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service.
20. Governing Law; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in New Haven, Connecticut by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules, except that if any Party is located outside the United States, then the dispute will instead be submitted to binding arbitration in New York, New York under the Rules of the International Chamber of Commerce. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims that you bring against us or the Website must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
21. Contact Us
In the event that you have any questions about these Terms of Service, or that you need further assistance with respect to the access or use of the Website or Services, please notify us at the contact information listed below:
Attn.: Chief Administrative Officer
P.O. Box 201150
New Haven, CT 06520-1150
22. Effective Date
These Terms of Service were last modified on the 18th of April, 2012.