Captured Nouns LLC Marketplace Vendor Agreement

Welcome to the Captured Nouns LLC Marketplace. This Agreement contains the terms and conditions that govern the Vendors’ use of the Marketplace.

The Marketplace is offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein, also in Captured Nouns LLC’s Terms of Service and all other operating rules, policies (including, without limitation, our Privacy Policy at www.Captured Nouns LLC.com/privacy, and any future versions thereof, and procedures that may be published from time to time on the Marketplace or made available to you on or through the Captured Nouns LLC Services (collectively, the “Agreement”).

When accepted by you, this Agreement forms a legally binding contract between you and Captured Nouns LLC.

If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ENABLING THE MARKETPLACE VENDOR FEATURE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE MARKETPLACE.

Captured Nouns LLC may, in its sole discretion, elect to suspend or terminate access to, or use of the Marketplace for anyone who violates this Agreement.

The original language of this Agreement is English. Captured Nouns LLC may make translations available for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

DEFINITIONS

App – any online, web-based application and offline application or component that is designed to interoperate with the Captured Nouns LLC Services and is listed on the Marketplace, or is submitted for review to Captured Nouns LLC with the intention of being listed on the Marketplace.

Private App – Apps may be listed as private, being available and visible only to Vendor Users.

Customer – means a customer of the Captured Nouns LLC Services, who enables an App listed on Marketplace.

Customer Data – is all electronic data or information submitted by a Customer to Captured Nouns LLC’s systems which is accessible to the Customer through the Vendor’s App.

Marketplace – the online catalog of applications and components that interoperate with the Captured Nouns LLC Services, located at websites designated by Captured Nouns LLC or in the Captured Nouns LLC Services.

Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Captured Nouns LLC Services and Marketplace.

Restricted Area – means the area of the Service that can be accessed only by Users.

Services – the Captured Nouns LLC Web Site, Services, System, Content, Marketplace and all content, services and/or products available on or through the Marketplace.

User – an employee, agent, or representative of a Customer, who primarily uses the restricted areas of the Service or the Marketplace.

Vendor – a natural or legal person who enters into this Agreement with Captured Nouns LLC.

VENDOR ACCOUNT

A valid User account for Captured Nouns LLC Services is required to activate the Vendor feature. The Vendor feature is accessible to Users with administrator rights in the settings page of the Restricted Area.

The Vendor is solely responsible for the confidentiality of the account login details and agrees to be held responsible for all actions and activities that occur under the Vendor’s account.

Captured Nouns LLC reserves the right to refuse to activate the Vendor feature, to terminate the Vendor feature, and to remove content made available through the Vendor account.

APP PUBLISHING

The individual accepting this Agreement acknowledges that the publication of the App is subject to the terms and conditions set forth in this Agreement.

In order to publish an App on the Marketplace, the publishing Vendor must be approved by Captured Nouns LLC.

In order to become approved by Captured Nouns LLC, the Vendor shall provide Captured Nouns LLC with accurate and current information and shall be generally knowledgeable about the Service, its interface, and functionality, and must be reasonably capable of delivering Captured Nouns LLC’s value proposition.

The requirements regarding compliance, technology, values, review and testing processes, and standards will be made available to the Vendor after activating Vendor feature.

Prior to being listed on the Marketplace, the Vendor must submit each App to Captured Nouns LLC for testing and approval. The Vendor also has to submit their own Terms of Service and Privacy Policy for review with the App.

The Vendor is solely responsible for functionality, technology, performance, and security of each App.

The Vendor is solely responsible for the accuracy, legality, and appropriateness of any content or information that Vendor submits to, or makes available through the Marketplace.

The Vendor must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure the security, integrity, and confidentiality of the App and Customer Data in accordance with applicable law, Captured Nouns LLC’s Terms of Service, Captured Nouns LLC’s Privacy Policy, and all other operating rules, policies.

Use of the App by individual Users will be governed by the App’s Terms of Service provided and enforced by Vendor. Captured Nouns LLC is not a party to the Terms of Service between the User and Vendor, except when Captured Nouns LLC is the Vendor of the App.

Captured Nouns LLC reserves the right to conduct any type of review and test any and all Apps submitted for listing on the Marketplace. Captured Nouns LLC also reserves the right to change review and testing processes and standards.

By submitting an App for review by Captured Nouns LLC, the Vendor grants Captured Nouns LLC and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to:

  • use,
  • distribute,
  • make available,
  • transmit,
  • publicly display and
  • perform the App.

The Vendor warrants, for each submitted App, that they hold all rights necessary to grant Captured Nouns LLC the rights provided in this Agreement.

The Vendor acknowledges that Captured Nouns LLC has no responsibility or liability of any kind for the development, installation, operation, maintenance or security of the Apps listed on the Marketplace, nor does Captured Nouns LLC have responsibility or liability to provide Customer support for Apps listed on the Marketplace.

Captured Nouns LLC reserves the right to refuse to list any App and/or to remove any Apps from the Marketplace, for any reason at any time, at its sole discretion.

By using the Marketplace to list one or more Apps, the Vendor agrees to:

  1. provide and maintain accurate and current contact information on App’s page, consisting of, but not limited to:
    a) Company name
    b) Contact e-mail
    c) Details for contacting the Vendor’s Customer Support,
  2. provide and maintain an up-to-date Privacy Policy on their webpage, that describes collection, and processing of data obtained from the App,
  3. ensure that the Vendor’s Privacy Policy complies with Captured Nouns LLC’s Privacy Policy and applicable law,
  4. ensure that the App’s Terms of Service complies with this Agreement, Captured Nouns LLC’s Terms of Service and applicable law,
  5. ensure that any and all information provided for the listing and on the App’s Marketplace page accurately describes the App,
  6. ensure that any and all documentation relating to the App accurately reflects its functionality and usability,
  7. ensure continuous adherence to the obligations mentioned in points 1 – 6.

The Vendor must provide reasonable advance notice to Captured Nouns LLC and all Users of each App before making any change to its Privacy Policy and/or Terms of Service and related disclosures associated with items above.

PRIVATE APP

The individual accepting this Agreement acknowledges that the publication of the App is subject to the terms and conditions set forth in this Agreement.

The Vendor is solely responsible for the functionality, technology, performance, and security of each App.

The Vendor is solely responsible for the accuracy, legality, and appropriateness of any content or information that Vendor submits to, or makes available through the Marketplace.

The Vendor must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure security, integrity, and confidentiality of the App and Customer Data with accordance with applicable law, Captured Nouns LLC general Terms of Service, Captured Nouns LLC Privacy Policy, and all other operating rules, policies.

A Private App is not subject to following sections of this Agreement:

  1. APP PUBLISHING
  2. CUSTOMER SUPPORT
  3. AVAILABILITY OF VENDOR APPS

The Vendor warrants, for each submitted App, that they hold all rights necessary to grant Captured Nouns LLC the rights provided in this Agreement.

The Vendor acknowledges that Captured Nouns LLC has no responsibility or liability of any kind for the development, installation, operation, maintenance or security of the Apps listed on the Marketplace, nor does Captured Nouns LLC have responsibility or liability to provide Customer support for Apps listed on the Marketplace.

FEES

Definitions:

Print Cost: The price to print one piece of art.

Gross Price: Price art is sold at on website, (not including tax or shipping)

Net Price: Gross Price – Print Cost

Commission shall be based on the Net Price. Artist shall retain 65% of the Net Price, (see chart below for pricing scheme). Captured Nouns LLC will receive 35%

Print Size Dimensions Gross Price Print Cost Net Price Artist Revenue
Small 8 x 10 $20.00 $3.50 $17.50 $11.37
Medium 11 x 14 $30.00 $6.73 $23.27 $15.12
Large 16 x 20 $40.00 $13.98 $26.02 $16.91
Oversized 18 x 24 $50.00 $17.80 $32.20 $20.93

Captured Nouns LLC reserves the right to introduce and subsequently increase and/or decrease a fee for listing and/or selling Vendor’s App on the Marketplace.

Captured Nouns LLC also reserves the right to introduce and subsequently increase and/or decrease the service fee, for operating the Marketplace.

Captured Nouns LLC shall notify the Vendor of such changes as provided above 30 days prior to such changes entering into force.

Continued use of the Marketplace once 30 days have passed since the posting of changes, as provided above, constitutes your binding acceptance of such changes.

CUSTOMER SUPPORT

The Vendor is solely responsible for providing all Customer support for their Apps listed on the Marketplace and the Customers of these Apps.

The Vendor shall provide Customer support according to their Terms of Service. The Vendor’s Terms of Service must meet at least the following requirements:

  1. The Vendor will provide telephone and/or web-based and/or email support to Customers of the App;
  2. The Vendor will respond to all critical Customer support requests within 48 hours,
  3. A critical customer support request is a request involving an App-related issue that:
    3.1. interferes with the normal use of the App and/or Captured Nouns LLC Service,
    3.2. Renders the App and/or Service unusable,
  4. The Vendor will respond to all customer support requests within 5 business days,
  5. The Vendor will clearly direct and instruct Customers to contact only the Vendor for Customer support.

Captured Nouns LLC is not obligated to provide any customer and/or technical support for the listed Apps unless Captured Nouns LLC is the Vendor under this Agreement.

The Vendor may seek Captured Nouns LLC’s assistance with a technical problem after Vendor has exhausted reasonable efforts to solve the problem.

AVAILABILITY OF VENDOR APPS

The Vendor shall make reasonable efforts to make the Apps available to Customers at least 99% of the time the Captured Nouns LLC Service is available.

The Vendor will be exempted from this obligation if the unavailability is:

  1. scheduled and the Vendor has notified Captured Nouns LLC and Users at least 24h in advance;
  2. caused by Captured Nouns LLC;
  3. caused by circumstances beyond the Vendor’s reasonable control, including, for example, a government act, flood, fire, earthquake, civil unrest, an act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

The Vendor may regulate the availability of the App differently in their own Terms of Service, as long as it meets minimum requirements set in this Agreement.

RESTRICTIONS

Captured Nouns LLC is not responsible for security, integrity or privacy of Customer Data to the extent to which is Customer Data transferred outside of Captured Nouns LLC Services.

The Vendor is responsible for the security of the App and all Customer Data accessible through the App.

The Vendor warrants that, without Customer written consent or extent required by applicable law, it will not:

  1. access Customer Data – except to provide App functions or to provide Customer support,
  2. disclose Customer Data,
  3. modify Customer Data.

The Vendor must respond to requests to access, erase, or restrict the processing of personal data within limits set by applicable law.

For clarity, all data provided by a prospective Customer through a Trial Account will be treated by the Vendor as Customer Data belonging to that prospective Customer, and Vendor will provide the Customer with the ability to access and download all of its Customer Data throughout the term of the Trial Account.

The Vendor will comply with all applicable laws in its provisioning of the App. The Vendor is solely responsible for all activities that occur in its accounts.

The Vendor must not use the Service and/or Marketplace to create, transmit, display or otherwise make available any material that:

  1. violates the terms of this Agreement or the rights of Captured Nouns LLC, Customers or Users,
  2. is harmful (for example viruses, worms, malware and other destructive codes),
  3. is offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.

The Vendor must not:

  1. sell, resell, license, sublicense, distribute or otherwise commercially exploit the Service and/or the Marketplace in the interests of any third party;
  2. attempt to gain unauthorized access to the Service and/or Marketplace;
  3. interfere with and/or disturb the integrity of the Service, Marketplace or data therein
  4. attempt to modify Captured Nouns LLC Service or Captured Nouns LLC Marketplace;
  5. access the Marketplace to monitor the availability, performance, functionality thereof or to benchmark or use the Marketplace for competitive purposes;
  6. share any data or content from the Service or the Marketplace with Captured Nouns LLC competitors;
  7. send communications containing recruitment or marketing content to other Vendors and/or their respective User accounts, using data, content or information obtained through the Marketplace.

The Vendor’s User account must not be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Services.

API AND OTHER RESOURCES

Captured Nouns LLC may provide the Vendor with access to planned updates of the Service’s Application Programming Interface (hereinafter API) before making them available to the general public.

The Vendor shall test each of its Apps’ interoperability with a planned API update before it becomes available to the general public and promptly notify Captured Nouns LLC if the Vendor encounters any issues.

Captured Nouns LLC may provide the Vendor with other Resources, e.g. development kits, libraries, API, documentation, templates, and related materials that Captured Nouns LLC makes available to Vendors in connection with the Marketplace.

For such Resources, Captured Nouns LLC grants the Vendor a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to access and use these Resources, solely for the purposes of developing, testing, and promoting Apps, only as expressly authorized in this Agreement.

If Resources include any libraries, sample code, or other materials made available specifically for incorporation in an App, as indicated by the applicable documentation, the Vendor may incorporate those Resources in an App and may reproduce and distribute those Resources as part of the App. The Vendor may modify any such sample code to the extent necessary to incorporate it in App.

The Vendor must follow all instructions and requirements in any resources provided by Captured Nouns LLC.

We may modify, terminate access to, or delete any Resource at any time, without notice and the Vendor is solely responsible for ensuring that the App functions properly after any such modification, termination or deletion.

APP RATING AND APP REVIEW

Captured Nouns LLC allows Vendors to post ratings and reviews of Marketplace Apps. Reviews submitted by Vendors must be made in good faith and reflect a reasonable evaluation of the App.

A review must not contain content that:

  1. violates the terms of this Agreement, the rights of Captured Nouns LLC, other Customers or Users, persons or Organizations;
  2. is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise violates applicable law;
  3. is false, misleading or made in bad faith;
  4. contains links to 3rd party sites, unless relevant to the review;
  5. contains advertising or other commercial activities;

The Vendor can review their own App, as long as the review discloses the fact that Vendor is reviewing own App.

The Vendor can review a competitor’s App, as long as the review discloses the fact that Vendor is a competitor in the Marketplace.

Captured Nouns LLC reserves the right to remove or edit, at its own discretion and at any time, reviews on the Marketplace that violate this Agreement, Captured Nouns LLC’s Terms of Service or any other operating rules, policies and any future versions thereof.

If the Vendor provides Captured Nouns LLC with any comments, bug reports, feedback, or modifications for the Marketplace (“Feedback”), Captured Nouns LLC has the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Captured Nouns LLC Marketplace and/or Services.

The Vendor hereby grants Captured Nouns LLC a perpetual, irrevocable, non-exclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use the Vendor’s Feedback for any purpose.

Captured Nouns LLC is not responsible for the content of the App review and does not ensure that the App ratings are accurate and free of offensive or questionable or objectionable content.

CONFIDENTIALITY

Confidential Information shall mean any and all information which a party has disclosed orally or in writing and designated as confidential or which should reasonably be understood to be confidential considering circumstances of disclosure or nature of the information.

Captured Nouns LLC’s Confidential Information includes, but is not limited to, information:

  • about the Marketplace,
  • about the Services,
  • any information about the Marketplace or the Service’s API or Materials,
  • any non-public information about Captured Nouns LLC’s Apps and other Vendors’ Apps.

The Vendor’s Confidential Information includes, but is not limited to information about the Vendor’s:
Apps,
technology,
technical systems,
business processes,
business,
marketing plans.

Confidential Information shall include all discussions between Captured Nouns LLC and the Vendor regarding their relationship.

Confidential Information (except Customer Data) shall not include any information that:

  1. is or becomes generally known to the public without breach of any obligation set herein,
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation set herein,
  3. is received from a third party without breach of any obligation set herein, or
  4. was independently developed by the Receiving Party without breach of any obligations owed to the Disclosing Party.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

LIABILITY LIMITATION

The Vendor is responsible for the functionality, technology, performance, and security of each App. The Vendor is also solely responsible for the accuracy, legality, and appropriateness of any content or information Vendor submits to or makes available through the Marketplace.

Captured Nouns LLC makes no representation or warranties of any kind, express or implied, concerning the operation of the Marketplace, or the information, content, materials, products or other services included on or otherwise made available through the Marketplace unless Captured Nouns LLC publishes the content.

Captured Nouns LLC shall not be liable to the Vendor, the Customer or the User for any consequences resulting from:

  1. any amendments to this Agreement, calculation, and rates of Fees, modification of the Captured Nouns LLC Marketplace, Resources, Captured Nouns LLC Materials, or any part thereof, including any error, permanent or temporary interruption, discontinuance, suspension or other types of unavailability of the Captured Nouns LLC Marketplace or Captured Nouns LLC Materials,
  2. deletion of, corruption of, or failure to store any Customer Data,
  3. use of Customer Data by the Customer or any of the Users associated with the Account,
  4. any disclosure, loss or unauthorized use of the login credentials of Users due to Customer’s failure to keep them confidential,
  5. the differences between technologies and platforms used for access, for example, if certain features, functions, parts or elements of the Captured Nouns LLC Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet,
  6. the application of any legal remedies against the Customer or authorized Users by Captured Nouns LLC,
  7. Captured Nouns LLC’s application of the remedies described in this Agreement, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterward.

Captured Nouns LLC shall not be liable to the Vendor for any claim by any Customer, User, or third persons against the Vendor arising out of the Vendor’s failure to:
a. provide Captured Nouns LLC with accurate information,
b. notify Captured Nouns LLC of any reasons due to which a User does not have the right to use the Account on behalf of the Vendor,
c. provide any App which it has agreed to provide to a Customer,
d. ensure the lawfulness of Customer Data,
e. obtain the necessary rights to use Customer Data,
f. lawfully process Customer Data,
g. abide by any of the restrictions described in this Agreement.

Captured Nouns LLC makes no warranty or representation concerning the accuracy of the information provided on the App’s page.

Captured Nouns LLC disclaims any and all warranties, express or implied, to the fullest extent permissible by applicable law. Captured Nouns LLC also disclaims any liability for claims arising out of misuse, improper selection, improper installation, modification or malfunction of the App.

The Vendor will use Apps in compliance with all applicable laws, including all export and re-export restrictions and regulations of authorities which may apply to the App.

Captured Nouns LLC has no obligation to promote, distribute or offer any App on the Marketplace for sale.

GENERAL

Neither Party of this Agreement may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets not involving a direct competitor of the other Party.

The parties will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Vendor and Captured Nouns LLC, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.

If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

Failure by either Party to exercise or enforce any provision of or any of its rights under this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.

TERMINATION OF CONTRACT

This Agreement may be terminated for convenience upon written notice to the other party:

  1. by the User, any time, by turning off the Vendor feature,
  2. by Captured Nouns LLC, upon a decision to remove Marketplace service,
  3. by the Vendor, upon deleting all of their Apps from the Marketplace,
  4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

If the Vendor violates any of the terms and conditions set forth by this Agreement, Captured Nouns LLC may, in addition to turning off the Vendor feature, terminate the Vendor’s access to the Marketplace and/or Services, and/or delete the Vendor’s content, and/or terminate the Vendor’s account without refund.

If Captured Nouns LLC terminates this Agreement as a result of an uncured breach by a Vendor or User, Captured Nouns LLC may apply any remedies available to it under the applicable law. Upon application of any remedies, the Vendor or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Captured Nouns LLC Services.

If Captured Nouns LLC has reasonable grounds to believe that the Vendor’s or User’s use of the Captured Nouns LLC Marketplace may harm any third persons, Captured Nouns LLC has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

Upon termination of this Agreement, the Vendor must notify Customers and Captured Nouns LLC at least 30 days in advance of the date when Vendor plans to make the App private or delete the App from the Marketplace.

The Vendor shall deactivate the App and permanently delete the Customer Data, as soon as reasonably practicable after the effective date of termination of this Agreement. If the Customer has specifically requested for an earlier deletion of the Customer Data, Vendor shall fulfill such request within 1 month of its receipt of such request.

DISCLAIMER

Unless otherwise expressly stated by Captured Nouns LLC, any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, are provided “as is” and “as available”, without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Captured Nouns LLC disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

Unless otherwise expressly stated, Captured Nouns LLC does not warrant that the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, will be uninterrupted or error-free, that defects will be corrected, or that the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace are free of viruses or other harmful components.

Unless otherwise expressly stated, Captured Nouns LLC does not warrant or make any representations regarding the use or results of the use of the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace or any linked sites, in terms of correctness, accuracy, reliability or otherwise.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such case, Captured Nouns LLC disclaims liability to the maximum extent allowed by applicable law.

INDEMNIFICATION

The Vendor agrees to defend, indemnify and hold Captured Nouns LLC, and it’s respective directors, officers, employees and agents, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Marketplace, any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, representations made to the Captured Nouns LLC, its affiliates and/or third parties, violation of this Agreement, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.

Captured Nouns LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Vendor is required to indemnify Captured Nouns LLC, and Vendor agrees to cooperate with such defense of these claims.

INTELLECTUAL PROPERTY RIGHTS

The Captured Nouns LLC Marketplace, Materials, Captured Nouns LLC trade names and trademarks, Apps published by Captured Nouns LLC and any parts thereof are solely and exclusively owned and operated by Captured Nouns LLC and its third party vendors and hosting partners.

Captured Nouns LLC Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Captured Nouns LLC, its affiliates, and licensors retain all right, title and interest in such Captured Nouns LLC Services, Marketplace, Materials, Captured Nouns LLC trade names and trademarks, and any parts or elements.

Your use of the Marketplace and Captured Nouns LLC Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Captured Nouns LLC Materials is strictly prohibited unless you have received express prior written permission from Captured Nouns LLC or the otherwise applicable rights holder. Captured Nouns LLC reserves all rights to the Captured Nouns LLC Services, Marketplace, Captured Nouns LLC and Captured Nouns LLC trade names and trademarks not expressly granted in this Agreement or Captured Nouns LLC Terms of Service.

Subject to this Agreement, Captured Nouns LLC grants Vendor and its Users a non-exclusive, non-transferable, non-sub-licensable license to use any part of the Content solely for personal, non-commercial use if all copyright and proprietary notices that are contained in such part of the Content are retained. You expressly acknowledge that you do not acquire any ownership rights to any copyrighted material from or through the Marketplace or the Captured Nouns LLC Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Captured Nouns LLC Services or as otherwise permitted by applicable law.

­­­­­            _____________________________________________________________________