Derivative Work License Agreement
This Derivative Work License Agreement (“Agreement”) contains items that need your agreement as to the scope and the terms and conditions with respect to your use of derivative works of the Characters (defined below), in which KIKYUS (the “Company”) has an interest.Your use of these Services will be governed by this Agreement.
This Agreement is subject to change without prior notice. Please check this page regularly for updates.
Article 1. General provision; Applicability
1. This Agreement sets forth the basic matters relating to use of characters (“Characters”) in which the Company has an interest.
2. Any particular or additional clauses with respect to the Characters inserted on our Website or any rules and regulations relating to the Services sent via email or other communication means will constitute an integral part of this Agreement. To the extent of the inconsistency between this Agreement, and the aforesaid particular or additional clauses or rules and regulations, the latter will prevail.
Article 2. Definition
For the purpose of this Agreement, the following terms will have the meaning as ascribed to them below.
(1) “Characters”
means any or all of characters in which the Company has an interest (i.e. works of art pictures created for embodying abstract ideas characterized by designation, voice, appearance, nature or outlook on the world, in order to distinguish themselves).
(2) “User”
means an entity, organization, or person that uses the Characters or Derivative Creations thereof in whole or in part, always subject to this Agreement.
(3) “Derivative Works”
means any works created as a result of translations, musical arrangements, or deformation, adaptation or cinematization, or other transmutation of any works.
(4) “Alterations”
means any works other than Derivative Works, produced by modification, resection, or alteration.
(5) “Derivative Creations”
includes and collectively means Derivative Works, Alterations, or any works based on other works.
(6) “IPRs”
means any and all copyrights, patents, petty patents, trademarks, design rights, and other intellectual property rights (including the right to acquire or to file an application for those rights).
Article 3. Ownership of copyrights or other IPRs
1. The Characters are protected under the Copyright Act and other applicable laws and regulations. You agree that the Company retains ownership in the Characters and all Alterations thereof provided by the Company.
2.Pursuant to Section 51 of the Copyright Act, copyright is infringed inter alia when any person does anything exclusive right to do which has been conferred by the Act on the owner of copyright.
3. Pursuant to Section 13 of the Copyright Act, with regard to use of Derivative Works of the Characters, the Company has the sole ownership in the rights under Subsction A and B of the said Act, which are of the same type as those owned by an author of such Derivative Works.
4. Any trademarks, logos, and service marks (collectively “Trademarks”) that are indicated in delivery of the Characters will not be construed as an assignment, transfer of Trademarks, or granting by the Company a license to use Trademarks to you or other third parties.
5. A User agrees never to assert moral rights against the Company and its successors in title or licensees.
Article 4. Licensing of Characters
1. Pursuant to the terms and conditions of the license hereunder and the applicable guidelines with respect to our Characters, the Company hereby grants to a User a non-exclusive right to:
(1) create any Derivative Creations of the Characters;
(2) reproduce, perform, present, publicly transmit, display, or distribute any Derivative Creations of the Characters that are produced by a User; and
(3) use the name of the Characters or any part thereof or their nickname in title or explanation of the Derivative Creations of the Characters that are created by a User, or assign to the Derivative Creations a unique name containing any part of the Characters’ name.
2. With respect to the use licensed pursuant to the preceding paragraph, a User agrees to comply with all of the following terms of use.
(1) Not to violate any IPRs or other rights and goodwill of the third parties;
(2) Not to impair the goodwill or dignity of the Characters;
(3) Not to use them for activities or purposes that are considered to be unlawful, or for abusive expression and anti-social activities or purposes, or for the sake of certain creed or religion, or political statements;
(4) Not to use them misleading others into believing that items are official goods for the Characters;
(5) Or otherwise use them in a manner as the Company may deem inappropriate; and
(6) Any commercial use of the Characters will be subject to prior approval of the Company.
3. Pursuant to the license granted hereunder, a User will not have the right to sublicense the Characters to any third parties.
Article 5. Prohibited actions
In using the Characters, a User will not engage in, either by itself or through causing any third party to engage in, any of the following acts.
(1) Act that violates or threatens to violate, or facilitate the violation of the applicable laws and regulations, judgment, determination or decree of courts of law, or legally binding administrative measures;
(2) Use of fraudulent means or threatening behavior against the Company or any other user or third parties;
(3) Unlawful or immoral act;
(4) Impersonating the Company or any other user or third parties;
(5) Providing funds or other benefits to Anti-social Forces;
(6) Act inconsistent with this Agreement and the applicable terms of use, and the scope and intent of the Services;
(7) Act which, directly or indirectly, gives rise to, or facilitates any of the foregoing; and
(8) Other acts the Company deems inappropriate.
Article 6. Termination of license
1. In the event of a User violating this Agreement, the license granted to the User pursuant hereunder will automatically terminate.
2. Except as provided in the foregoing, the license granted hereunder will terminate upon the expiration of any limitations period for the right protectable under the Copyright Act that is applicable to the Characters.
3. Notwithstanding the provisions of the 1st and the 2nd paragraphs hereof, the Company may at any time suspend or terminate the license hereunder, upon which further use pursuant to Article 4.1 will not be permitted.
4. The Company may at its absolute discretion delete or discontinue your use of the Characters and Derivative Creations thereof.
5. UNDER NO CIRCUMSTANCES, WILL THE COMPANY BE LIABLE FOR LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH DISCONTINUANCE OF YOUR USE OF THE CHARACTERS OR DERIVATIVE CREATIONS THEREOF, OR FOR TERMINATION OF THE LICENSE HEREUNDER PURSUANT TO THIS ARTICLE 6.
Article 7. Modification to Characters or this Agreement
1. The Company reserves the right to modify or supplement the Characters or the content of this Agreement in whole or in part without giving prior notice to you.
2. The Company further reserves the right to terminate, wholly or partially, the delivery or operation of the Characters at its sole discretion. In the event of termination of the delivery or operation of any or all of the Services, as determined by the Company, we will notify you to that effect in a manner as we deem appropriate, except in the case of an emergency.
3. THE COMPANY WILL IN NO EVENT BE LIABLE TO YOU FOR LOSS OR DAMAGE INCURRED BY YOU ARISING FROM ANY ACTIONS TAKEN BY THE COMPANY UNDER THIS ARTICLE 7.
Article 8. Liability
1. You agree to defend, indemnify, and hold harmless the Company from and against loss, damage, cost, and expense (including, but not limited to, reasonable attorney’s or other professional’s fee, and personnel expense equivalent to that of the Company) arising from a violation of the Agreement or for other causes in connection with your use of the Characters.
2. You further agree to defend, indemnify, and hold harmless the Company from and against any and all claims raised by other users or third parties by reasons of a violation of the rights or for other causes in connection with your use of the Characters, up to amounts that are compelled to pay to such third parties based on such claims and amounts of loss incurred by the Company for settlement of disputes based on such claims (including, but not limited to, reasonable attorney’s or other professional’s fee, and personnel expense equivalent to that of the Company).
3. UNDER NO CIRCUMSTANCES, WILL THE COMPANY BE LIABLE FOR LOSS OR DAMAGE INCURRED BY YOU ARISING FROM OR IN CONNECTION WITH THE CHARACTERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CLAUSE OR ANY OTHER PROVISIONS THAT MAY EXCLUDE THE LIABILITY OF THE COMPANY, IF THE COMPANY IS HELD LIABLE TO YOU UNDER THE CONSUMER PROTECTION ACT, OR FOR OTHER CAUSES, THE SCOPE OF OUR LIABILITY WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGE TYPICALLY OCCURRING DUE TO REASONS ATTRIBUTABLE TO THE COMPANY.
Article 9. Disclaimer
1. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING FITNESS FOR A PARTICULAR PURPOSE, INTENDED FUNCTIONS, MERCHANTABILITY, ACCURACY, AVAILABILITY AND COMPLETENESS WITH RESPECT TO THE CONTENT PROVIDED THROUGH AND INFORMATION AVAILABLE FROM THE CHARACTERS AND ALL OTHER INFORMATION MADE AVAILABLE TO YOU BY THE CHARACTERS, AND THAT YOUR USE OF SERVICES ARE COMPLIED WITH THE LAWS AND REGULATIONS OR INTERNAL REGULATIONS OF THE INDUSTRY APPLICABLE TO YOU, AND SUCH CONTENT AND INFORMATION ARE FREE FROM DETECTS.
2. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR OTHER COMMITMENT THAT THE CONTENT PROVIDED THROUGH THE CHARACTERS IS LAWFULLY AVAILABLE, CONSISTENT WITH THE TERMS OF USE FOR ANY SERVICES PROVIDED BY AN ENTITY OTHER THAN THE COMPANY, AND DOES NOT VIOLATE ANY THIRD PARTY’S RIGHT.
3. UNDER NO CIRCUMSTANCES, WILL THE COMPANY BE LIABLE FOR LOSS OR DAMAGE FOR ANY REASONS IN CONNECTION WITH DISCONTINUANCE, SUSPENSION, TERMINATION OF DELIVERY OF THE CHARACTER, UNAVAILABILITY, AND ALTERATION OF THE CHARACTERS, AND OTHER LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH CHARACTERS OR THE SERVICES.
4. In the event of a dispute between you and any third party in connection with the Characters, you will promptly notify the Company to that effect, and will resolve such dispute at your own cost and responsibility and defend, indemnify and hold harmless the Company from and against claims and damages arising from such dispute.
Article 10. Modification
The Company reserves the right to modify or supplement the content of this Agreement and the applicable terms of use relating to the Characters. You will be notified by the Company of any such modification to this Agreement or the applicable terms of use in the manner as stipulated below, and your continued use of the Services or your failure to comply with procedures for termination of use within such period as specified by the Company will constitute your agreement to such modification to this Agreement or the applicable terms of use.
Article 11. Assignment
1. Except with prior written consent of the Company, you will not assign, transfer (including, but not limited to, amalgamation, merger and demerger, or other universal succession, under which the Company is to become an absorbed company or a demerged company), or encumber relevant service agreement or the rights and duties hereunder in whole or in part to third parties.
2. A User hereby agrees that, consequent upon transfer by the Company of any business in connection with the Services, the Company may transfer relevant service agreement and the right and duties thereunder, and registerable information and other customer information to a transferee of such business transfer (including, but not limited to, amalgamation, merger and demerger, or other universal succession, under which the Company is to become an absorbed company or a demerged company).
Article 12. Governing law and jurisdiction
This Agreement is governed by and is made under the Copyright Act of Malaysia. Any legal action arising out of or in connection with this Agreement will be initiated solely in the Court on Malaysia as the agreed-upon court of first instance.
Article 13. Good-faith resolution
Any matter not set forth in this Agreement or any doubt that arises as to any provision of this Agreement will be resolved between the Parties in accordance with the general principle of good faith in the trader’s field of activity in a prompt manner.
The company reserves the right of final decision on the interpretation of this agreement.
