Representations and Warranties

You represent and warrant that: you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder; you are under no legal disability or contractual restriction that prevents you from entering into this agreement; you are at least 18 years of age; the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available; if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics. if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Kairos for the purposes set forth herein. the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity. you possess valid Credentials for each item of "Editorial Use Only" Content for which credentials may be required. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and You agree that you are legally able to enter into this agreement, and that none of the content you submit will violate any laws or infringe any third party's rights.

you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Kairos or the sale of your Content - nor will you falsely advertise or deceptively publicize your relationship with Kairos in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to Kairos, nor will you use Kairos's Trademarks through the use of search engine advertising and/or marketing.

You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Kairos and/or third parties. In addition to its other rights and/or remedies under the TOS, Kairos shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

You may not publicize your portfolio in a way that falsifies the nature of your relationship with Kairos.

Kairos represents and warrants that: it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Kairos may send you written notice of such claim, using the email address provided by you to Kairos, specifying the details of the claim as then known to Kairos.

Pending the determination of such claim, Kairos may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Kairos.

You will cooperate fully with Kairos in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.