Article 1 Use of Service
- All the materials on the Service including but not limited to photographs, illustrations, footage, and texts are the property of Pixta or its licensor, and protected by intellectual property laws including the Copyright Act of Japan. Unauthorized use thereof without obtaining proper permission or license is prohibited by those laws.
- Any minor who desires to become a member of the Service shall obtain prior consent of his or her parent or guardian upon membership registration and each use of the Service; provided, however, that any minor who is younger than 18 years old shall not use the Service even with consent of his or her parent or guardian.
Article 2 Service
- Through the User’s membership registration, the User shall be entitled to purchase the right to use contents provided in the Service such as photographs, illustrations and footage (hereinafter referred to as the “Content”). Such purchase of the right to use the Content will be hereinafter referred to as "purchase of the Content" or "purchasing the Content".
- The User who completes membership registration in the Service (hereinafter referred to as the “Member”) may make further registration of a contributor in order to upload, and submit the Content, and to sell the right to use the Content in relation to which he or she possesses copyright and other rights. As used herein, the Member who completes such contributor membership registration will be referred to as the “Contributor Member”, and such sale of the right to use the Content will be hereinafter referred to as "sale of the Content" or "selling the Content".
- Pixta is entitled to determine at its own discretion the sales method of the Content including but not limited to purchasers, prices, license terms, calculation method of royalties and the amount thereof; provided, however, that if any other agreement exists between the Member and Pixta, provisions of such other agreement shall prevail.
- Pixta reserves the right to change, suspend or discontinue all or part of the Service without prior notice to the User, or prior consent from the User, and without any liability to the User.
- Pixta reserves the right to delete or change the Content provided by the User or any information associated thereto, if Pixta considers necessary, without prior notice to the User, or prior consent from the User, and without any liability to the User.
- The User shall bear any and all the relevant communication expenses incurred by use of the Service such as receiving and sending e-mails and viewing websites by mobile phones or any other communication device.
Article 3 Prohibition on Use of Service
User shall be prohibited from engaging in any of the following activities with respect to the use of the Service:
- to conduct any act which would infringe intellectual proprietary rights such as copyright, portrait right, right of privacy, honor or any other rights or interest of Pixta, the User, the Member, the Contributor Member or any other third party including but not limited to, unauthorized use of the Content on the Service, and submission to the Service of any contents the rights of which belong to any other persons;
- to enter fallacious or erroneous information in the Service;
- to interrupt operation of the Service by unlawful conducts or nuisance through the internet such as providing computer viruses, reverse engineering;
- to use the Service without authorization by entering any fallacious information or impersonating other person in the process of the registration;
- to perform nuisance act vis-à-vis a third party including the other Members such as slandering, abusing, harassment, or threat;
- to conduct advertising, solicitation, survey or request of competitions etc. with respect to product or service vis-à-vis a third party including the other Members;
- to conduct any act against public order and good morals, or any illegal, unlawful, or criminal act; or
- to conduct any other acts which Pixta deems inappropriate.
Article 4 Membership Registration
- The Member shall not transfer, rent, change the name of, grant security interest on or otherwise dispose of the registered e-mail address, password, the status as the Member, the rights and obligations granted hereunder or the right to receive the Service.
- The membership registration procedure requires the User’s entry of registered e-mail address and password. If Pixta recognizes the match between such registered e-mail address and password, it shall be deemed by Pixta that the login and use thereof has been conducted by the Member who has been registered as the holder of the registered e-mail address and password. Each Member shall keep strictly private and confidential the registered e-mail address and password.
- Pixta shall not be liable for any damages incurred by the User arising out of or in relation to the use of his or her registered e-mail address or password by any third party regardless of existence of the User’s negligence.
- The Member shall forthwith notify Pixta of any change of registered information such as e-mail address, home address, or telephone number. The Member shall register with Pixta contact information which enables Pixta to contact the Member at any time, and at Pixta’s inquiry, the Member shall forthwith respond thereto.
- Pixta shall not be liable for detriment to the User caused by the User’s failure to notify Pixta of change of the registered information as set forth in the preceding paragraph.
- If the Member who has registered the Organization with Pixta withdraws from the Organization due to resignation or change or transfer of positions, the Member shall be deemed to have withdrawn from the membership of the Service. Unless otherwise permitted by Pixta, the said Member thereafter may not use the account for which the Member has registered the Organization, or any and all the licensed Content granted for the account before the withdrawal.
- In case of the preceding paragraph, if another member of the same Organization requests in accordance with the Organization’s instruction, Pixta may approve the said another member to take over the account of the withdrawing Member; provided, however, that, if the withdrawing Member is the Contributor Member as well, and has uploaded the Content to the Service, Pixta reserves the right to refuse such request from another member depending on the situation of the copyright, ownership, and the like, in relation to the Content.
- Pixta shall not be liable for any detriment or damage to the Member which may be caused by the provision of the preceding paragraphs 9 and 10 of this Article.
Article 5 Personal Information
Article 6 Sales Method of Contents (Grant of Royalty Free License)
- All the Content provided in the Service shall be offered and sold in form of granting to the purchaser royalty free (RF) license to use the Content as provided herein, through the purchaser’s payment of the price for the Content, including the prescribed price under the subscription agreement (hereinafter referred to as the “Subscription”), and his or her downloading the Content.
- Adjusting the resolution of the Content in appropriate manner for the intended use;
- Incorporating the Content in the design to ensure that any third party will not separate or download the Content itself; or
- Adding text or simple montages over the Content.
*For permitted alteration, please refer to the paragraph 10 of this Article.
- The Member shall not assign, sublease, transfer, or sublicense to any third party such RF license granted herein without Pixta’s permission.
- The RF license granted on the Subscription basis shall become null and void if the Member fails to use the Content within one (1) year from the date of the Member’s first download of the Content. However, this paragraph shall not apply the RF license granted through the purchase of individual items.
- It is impossible to grasp the history of use of the Content up to the present.
- The Member agrees that, depending on manner of the use of the Content, additional procedure or additional license fee may be required by the right holders or licensors separately in order to obtain additional permission therefrom on copyright, design right, right of portrait, trade mark right, or any other right related to the Content itself or the subject(s) in the Content. The Member also agrees that the owner or manager of specific facilities that are reflected in the subject(s) of the Content may separately require acquisition of additional permission depending on manner of the use of the Content.
- Even after the grant of license by Pixta hereunder, the copyright and any other rights in and to the Content are retained by the Contributor Member of the Content or the legitimate licensor thereof, without transfer of such rights to the Member purchasing the Content.
- The Member is permitted to make free alterations such as trimming, turnover, resizing, changing color, adding text, and simple montages subject to the prohibitions set forth in the following paragraph.
The Member is prohibited from using the Content in the manner set forth below. However, the items ix, x and xi of this paragraph shall not apply to the Content which does not include or depict any person, or which is illustration, except for the cases where any specific person, corporation, or entity is detected from the Content:
- Use in obscene content or against public policy and good morals;
- Use as or in trademarks, service marks, logos, or incorporating the Content in any part thereof, or any other use of the Content as characterizing or symbolizing any specific corporation, person, group, activity, service or the like;
- Use in adult-entertainment business, pornography, sexually explicit contents, dating site or any other equivalents;
- Use related to gangsters, terrorists or any other antisocial forces or any equivalent thereto;
- Use which leads, or would lead, to defamation, libel, abuse, violation of rights or disrepute of the Contributor Member or subject of the Content such as models, including, but not limited to, those which resulted from alteration or distorting etc. of the Content or subject of the Content;
Use, without obtaining appropriate approval from Pixta, the Content in any business or service competing with Pixta’s business or service, including, but not limited to, the items below;
- Running or operating stock photography or stock content provider business;
- Distributing or adding the Content as material contained in a collection of contents such as CD, DVD, software or the like;
- Printing out or materializing the Content and distributing the same as material for users to use for any purpose; or
- Distributing the Content in any manner that users are permitted to make free alteration to the Content itself as material.
- plagiarizing or use which would be regarded as plagiarism of the Content such as indicating or crediting the name of the Member or any third party as the author of the Content in publication;
- Resale, assignment or sublicensing of the Content downloaded from the Service to any third party, with or without compensation;
- Use in any manner giving impression that the subject of the Content is using or endorsing a particular business transaction, product or service with the effects as if it is real through adopting the dialogue balloons, adding false personal information (age, name, etc.) or any other way in the design;
Use related to any of the following sensitive subject, except in cases where the Content expressly depicts such sensitive subject:
- <sensitive subjects>
- Physical or psychological disabilities or diseases, drug, tobacco, energy enhancement medicine, violence (including, but not limited to, domestic violence, abuse or bullying), infertility, birth control, abortion, sex-changes, homosexuality, gambling, consumer financing, cosmetic surgery, a portrait of a deceased person, “how-to” manuals, or any other subject in which the subject of the Content may be found offensive or unpleasant;
- In principle, the Member shall not use the Content depicting a person or persons related to the above mentioned sensitive subject, except the Content expressly depicting such sensitive subject. Judgement whether the Content expressly depicts the subject or not shall be made on the basis of the visual image of the Content, and it shall not be affected because the subject is included in the title or keywords of the Content or the Content is included in the search result under the subject. If the judgement is uncertain, you are required to obtain the Contributor Member's prior approval. Any use which is illegal, defamation or against public order and good morals shall be still prohibited even if the Content expressly depicts a sensitive subject.
- Use giving an impression that the subject of the Content belongs to, endorses, or gives an opinion for or against, any particular religion, political party (politics), thought, or the like;
- Use by which subject of the Content may be found offensive or unpleasant as a result of emphasizing his or her physical features;
- Use of the Content or subject of the Content in a fallacious content, in a manner which may cause a misconception, in relation to fraud, defamation, or in any other illegal content or context;
- Use or publication of data for comp of the Content for the purpose other than mockup purpose;
- Any other use equivalent to the preceding items that Pixta considers inappropriate.
In using the Content, every User shall further acknowledge and agree to the following items:
- If the Member’s intended use of the Content may be related to any of the above mentioned sensitive subjects, or if it is not certain whether the exception of item x of Paragraph 11 of Article 6 is applicable, the Member shall consult with, and obtain prior consent of the Contributor Member of the Content.
- If the Member desires any use exceeding the above mentioned license, the Member shall first refer to the provisions of Article 7 (Extended License) below, and any further inquiry concerning the license or any use of the Content shall be then communicated with Pixta.
- Pixta reserves the right to investigate the matters related to the use of the Content by the Member who has purchased the Content, including but not limited to, the number of reproduction or circulation or purpose of the use. The Member shall accept such investigation and corporate therefor.
- The User acknowledges and agrees that the sale of the Content that have been once offered in the Service may be suspended at any time for any reason including, without limitation, intention of the contributor or of any other right holder related to the Content.
- The User acknowledges and agrees that certain parts of the Content provided in the Service, such as footage, the brand collection, and a part of photographs and illustrations, are not available in the Subscription because they are not included in the sale under the Subscription.
Article 7 Extended License
If the Member desires to use the Content for any of following purposes (hereinafter referred to as the “Extended License Purpose”), the use shall exceed the scope of the standard license, and the Member shall be required to obtain the Extended License; provided, however, that the Extended License may be obtained only for the Content through purchase of individual items, and any of the Content downloaded under the Subscription may not be used for the Extended License Purpose. Furthermore, footage does not require the Extended License even if it is used for the Extended License Purpose.
- In case that the total number of reproduction, delivery and download of the Content for the usages separately designated by Pixta is 300,000 or more;
- In case that the credit or copyright notice designated by PIXTA is not displayed for broadcasting or video distribution of the Content;
- Sale of templates of all kinds;
- Sale of certain products separately designated by Pixta.
- The Member who has paid for the Extended License fee of one of the Content may use the said Content purchased with the fee for the Extended License Purpose as many times as he or she desires, without limit of time.
- The price of the Extended License fee shall be determined by Pixta. The Contributor Member shall agree that the price may be discounted or otherwise adjusted at Pixta’s discretion against the price set forth in the Service.
Article 9 Prices
The price of the Content shall be as follows.
- <In case of the purchase of individual items and the Extended License>
- The price of the Content shall be determined in accordance with the size of the image in principle, and shall be provided in the price list set forth in the Service by Pixta, except in the following cases:
- If any specific indication of the sales price is provided in the Service in connection with the Content, such indication shall be applied to the said Content.
- <In case of the Subscription>
- The price of the Content shall be determined according to each plan of the Subscription designated by Pixta (hereinafter referred to as the “Subscription Plan”) and subject to the price list of the Subscription Plan posted by Pixta within the Service. The maximum number of downloads per day and the term or period shall be determined according to the Subscription Plan.
- Pixta may change the price list, the price list of the Subscription Plan, and the maximum number of downloads per day and the term or period as set forth in the preceding paragraph at its discretion.
Article 10 Contributor Member
- The Member shall be able to become the Contributor Member only through the separate Contributor membership registration designated in the Service which may be applicable only after completion of the membership registration.
- Upon the Contributor Member’s uploading his or her Content to the Service, the Contributor Member shall be deemed to have agreed that the Content shall be used pursuant to the preceding paragraph. Furthermore, the Contributor Member shall agree that data for comp without water mark may be provided to prospective purchaser of the Content prior to the purchase; provided, however, that such data for comp shall be provided only for mockup purpose pursuant to the provision of item xiv of paragraph 11 of Article 6 hereof.
- Only if the Contributor Member notifies to Pixta in the manner as designated by Pixta, the Contributor may exclude all or a part of the Content he or she owns from the sale on the Subscription basis in the Service. Unless the Contributor Member makes such notification, the Contributor Member shall be deemed to have accepted and agreed to sale of the Content on the Subscription basis by Pixta.
- The Contributor Member acknowledges and agrees that the customers, purchasers or users may alter and change the Content freely, and the Contributor Member shall not require that his or her name be or not be credited upon any use of the Content. The Contributor Member agrees not to exercise moral right of an author or any equivalent right under applicable laws.
- The Contributor Member shall agree that Pixta shall not be required to distribute all the Content the Contributor Member submits.
- The Contributor Member shall, upon Pixta’s requests, repair or cure physical defect, obstacle or any other error found in the Content to the extent possible. If the Contributor Member is not able to do so or fails to do so, or the defect, obstacle or error is minor, the Contributor Member shall agree that Pixta may repair or cure the same at its own discretion.
- The Contributor Member shall not make a profit in the Service by purchasing or having any third party purchasing the Contributor Member’s own Content.
Article 11 Contributor Member’s Warranties
- The Contributor Member shall warrant that any and all the relevant information, including but not limited to, captions, keywords and titles, that he or she submits or uploads to the Service is true and accurate.
- The Contributor Member shall warrant that he or she legally obtains in writing appropriate permission or release of legitimate right holders, representatives, or licensors pertaining to any and all the rights existing in the Content uploaded by the Contributor Member to the Service including but not limited to portrait right, right of publicity, trade mark right, copyright, related to the models and subjects of the Content, or any other rights of other third party, and that the Contributor Member’s Content does not infringe any of such rights of third party. In the case where the Contributor Member uploads Content in which any recognizable person is reflected, the Contributor Member shall submit to Pixta the model release for all such persons, and the model release to be used shall be the form provided by Pixta in the Service or any other valid model release which has substantially equivalent contents as Pixta’s form.
- The Contributor Member shall warrant that the Content submitted and uploaded by the Contributor Member has been legally produced in accordance with any and all applicable laws.
The Content without such necessary permission of the rights as stipulated in the above paragraph 1 or 3 of this Article 11, the relevant information that is not true or accurate or that is inappropriate including, but not limited to, unauthorized use of any other party’s name etc., and the Content falling under any one of the followings shall be deemed inappropriate Contents, and Pixta reserves the right to delete or change the same at its own discretion.
- <Followings are examples of inappropriate Content.>
- The Content which includes graphic descriptions of obscenities or violence or which are against public policy and good morals;
- The Content in which trademarks, logos, brands, characters, pictures, posters, advertisements, CDs, DVDs, books and so forth are included as the Content's main subject or are recognizable;
- The Content in which art works including but not limited to paintings and sculptures under the copyright protection are included;
- The Content in which the identity of any individual can be recognized and for which appropriate model release has not been obtained;
- The Content which includes facilities, buildings, animal pets, goods, and the like under the ownership or control by any third party, which would require appropriate permission for distribution as RF material (as used herein, RF material means the material usable for any purpose without specifying purpose of each use.) but without proper permission of the third party owner or right holder, or which have been photographed without such proper permission;
- The Content which includes inappropriate alteration or addition of inappropriate symbols or text or any such inappropriate element for sale in the Service; or
- Any other Content which Pixta considers to be inappropriate for sale in the Service.
- In the event that any claim, dispute, complaint of infringement, or request for compensation for damages incidental thereto from any third party, arises out of or in relation to the Content or the relevant information, the Contributor Member of the Content in question shall be solely liable to deal with the same at his or her own expense, and warrants and agrees to keep Pixta harmless against any and all liability and damage caused by such claim, dispute, complaint and request for compensation for damages.
- In the event that such claim, dispute, complaint, or request for compensation for damages are made against Pixta and Pixta incurs certain damage therefrom, the Contributor Member of the Content in question shall indemnify for any and all the expenses incurred by Pixta including reasonable attorney’s fees.
- In the event that any claim, dispute, complaint of infringement or request for compensation for damages from any third party in connection with the Content or the relevant information are made against Pixta, Pixta reserves the right to disclose to the relevant third party the contact information of the Contributor Member who has uploaded the Content in question.
Article 12 Payment of the Price
The Member shall pay for the Content in one of the following payment methods in accordance with the instruction in the Service. Any and all the bank charges, settlement charges or other fees required for the payment shall be borne by the Member. The Member shall acknowledge and agree that there are payment methods which are not available depending on the Member’s selection of the license or the environment for the usage (including but not limited to languages or areas) among those as listed below.
- <In case of the purchase of individual items and the Extended License>
- By credit card
- By Prepaid credits (hereinafter referred to as the “Prepaid”) to be issued in the Service
- By PayPal
- <In case of the Subscription>
- By credit card
- If the Member desires the billing registration, the application procedure shall be completed as designated by Pixta. Pixta will approve the billing registration only after receipt of the application and completion of the necessary check procedure. Pixta reserves the right to refuse billing registration based on the results of the check it conducts. In case of refusal, Pixta is not obligated to disclose to the applicant the results of the check and the reasons of refusal. The applicant for billing registration is not entitled to objection to the results of the check.
- For the purchase of individual items and the Extended License, the payment by the Prepaid issued in the Service is available. If the Member desires to pay with the Prepaid, the Member shall purchase certain amount of the Prepaid in advance and be able to download the Content within the balance of the Prepaid. The bonus points will be added according to the prepaid amount as designated by Pixta. Prepaid remains valid for one (1) year from the date of purchase. Such Prepaid will not be cashed or reimbursed after the purchase.
- For the Subscription, in case that the Member chooses automatic renewal of the Subscription Plan, unless terminated three (3) days prior to the date when the Subscription Plan expires, the Subscription Plan shall be automatically renewed and charged at the designated price three (3) days prior to the expiration date. Such expiration date and the date when the Subscription Plan is charged by automatic renewal will be posted in the Member’s account page within the Service. Even if the maximum number of downloads provided in the Subscription Plan is not fulfilled during the Subscription Plan by the Member who has chosen the automatic renewal, the remaining number of the download shall not be carried over to the following term of the Subscription Plan.
- If the Member purchases individual items or the Extended License and the Subscription, the Member shall not combine them or pay the sum to either of the accounts instead of the accounts respectively designated. In the event that the Member pays the sum in violation of the foregoing, any and all the costs and expenses required for redoing the payments shall be borne by the Member.
Article 13 Return or Refund
If any physical defect or obstacle is found in the Content purchased or downloaded by the Member, Pixta shall, at its own discretion, replace with a non-defective item or an equivalent item, or refund or cancel the defective Content pursuant to the following paragraphs of this Article, on the condition that the Member sends a notice to Pixta within the term specified below in order to be accepted for such remedy:
- ＜In case of the purchase of individual items＞
- within one (1) year after the purchase
- ＜In case of the Subscription＞
- within one (1) year after the download for replacement with a non-defective item or an equivalent item. In no event shall the refund be accepted for any defective Content downloaded under the Subscription. The download of such defective Content may be cancelled from the prescribed maximum number of downloads only if the Member sends a notice to Pixta within the day of download of the defective Content and Pixta accepts the cancellation.
The treatment of the Return etc. shall be as follows for the purchase of individual items and the Extended License:
- The Return etc. may be accepted only if such Return etc. is accepted by Pixta pursuant to the paragraph 1 of this Article or if any inappropriate settlement such as a duplicated purchase occurs due to temporary server error or line failure; provided, however, that such duplicated purchase may be cancelled only if the settlement is done more than once for the same Content within twenty-four (24) hours.
- In the case that the preceding item is applicable, the Member shall be entitled to cancel the purchase in question and to obtain the refund thereof by sending a notice to Pixta within one (1) year of the purchase. Refund of the purchase which has been settled through credit card shall be made through the same credit card.
- Settlement charges which may be required by convenience store payment, ATM payment (Pay-easy) or the Internet banking payment shall be refunded only under the circumstances separately stipulated by Pixta.
The treatment of the Return etc. shall be as follows for the Subscription:
- The Return etc. shall be accepted only if any inappropriate settlement such as a duplicated purchase occurs due to temporary server error or line failure; provided, however, that such duplicated purchase may be cancelled only if the settlement is done more than once for the same Subscription Plan within twenty-four (24) hours.
- In the cases that the preceding item is applicable, the Member shall be entitled to cancel of the purchase in question and to obtain the refund thereof by sending notice to Pixta within one (1) year of the purchase. Refund of the purchase which has been settled through credit card shall be made through the same credit card.
Article 14 Payment of Royalties
- Pixta shall pay the Contributor Member whose Content has been sold royalties in the credits earned on each sale (hereinafter referred to as the “Credits”) based on the Royalty Rate designated by Pixta. Upon conversion of the Credits into money, any and all taxes including withholding tax to be imposed under applicable laws shall be deducted. The Contributor Member agrees that depending on the payment method, conversion fee may be required and deducted from the amount to be paid to the Contributor Member.
- In case of sale of the Content under a license agreement separately designated and executed by Pixta, Pixta may discretionally grant to the Contributor Member the Credits for the Extended License instead of the Credits for the standard license.
Pixta may change the terms and conditions for the payment of royalties to the Contributor Member in either of the following events, and the Contributor Member shall accept and agree to such changes:
- Improvement or change of the service system of the Service; or
- Introduction of new services or new systems.
- Pixta may use the Content freely at Pixta’s discretion for the purpose of notification, promotion or advertisement related to the services operated by Pixta including the Service and/or Pixta without any compensation payable to the Contributor Member. In such case, the Contributor Member shall acknowledge that the provision of paragraph 5 of Article 10 is applied to such use and that his or her Content may be worked or altered by Pixta.
- When the Credits reaches the minimum amount for conversion designated by Pixta, the Contributor Member may apply for the conversion payment, which shall be made on or before the last day of the second month following the month of such application.
- In applying for conversion, the Contributor Member shall duly notify Pixta of his or her bank account information for payment and information required for payment of withholding tax. In the event that payment procedure by Pixta is not completed due to insufficiency of notified information, the said application for conversion may be cancelled if such insufficiency is not cured within one (1) month of Pixta’s notice by e-mail.
- The Credits that the Contributor Member possesses may not be assigned or transferred, rented, or pledged to any third party.
Even if the Content is sold, royalties payable to the Contributor Member may be cancelled in the following cases:
- that the purchaser requests for Return etc. due to the any defect or obstacle found in the Content;
- that any inappropriate settlement such as duplicated purchase occurs due to temporary server error or line failure;
- that order change request for a bigger size of the purchased Content is made (in such case the price of the original order will be canceled);
- that any of Content that has been purchased with the Extended License fee is not used for the Extended License Purpose (in such case only the royalties attributed to the Extended License fee will be cancelled);
- that Pixta considers any purchase amount uncollectible due to the purchaser’s insolvency or any improper transaction conducted; or
- In the event that Pixta has incurred any damage out of or in relation to such legal demand filed against Pixta as set forth in the preceding paragraph, the breaching User shall indemnify Pixta for and against any and all damage and expenses related thereto incurred by Pixta in order to deal with the same including any reasonable attorney’s fees.
Article 16 Measure to be Taken in the Event of Deletion of Content
- If the Contributor Member desires to delete any of his or her registered Content from the Service, Member shall take deleting procedure designated by Pixta. The Content as having been offered for sale shall be deleted only thirty (30) days after the date of such deleting procedure, for any prospective purchaser who may consider the purchase thereof.
- The Contributor Member may not or is not entitled to demand to the purchasers withdrawal or suspension of the use of the Content that has been purchased prior to deleting procedure even after the deleting procedure of the Content is completed.
Article 17 Disclaimer
- PIXTA MAKES NO WARRANTY OF CORRECTNESS OR COMPLETENESS REGARDING INFORMATION MATERIAL RELATED AND INCIDENTAL TO THE CONTENT SUCH AS CAPTIONS, TITLES OR KEYWORDS IN THE SERVICE.
- IN THE EVENT THAT THE MEMBER HAS INCURRED ANY DAMAGE DIRECTLY CAUSED BY INFRINGEMENT OF COPYRIGHT, PORTRAIT RIGHT, OR ANY OTHER THIRD PARTY’S RIGHT FOUND IN THE CONTENT, PIXTA MAY INDEMNIFY FOR THE WHOLE OR A PART OF THE MEMBER’S DIRECT DAMAGE (INCLUDING REASONABLE ATTORNEY’S FEE BUT EXCLUDING LOST PROFIT) UP TO THE LIMIT AS DESIGNATED IN THE PARAGRAPH 4 OF THIS ARTICLE 17 REGARDLESS OF EXISTENCE OF ANY FAULT ATTRIBUTABLE TO PIXTA, ON THE CONDITION THAT ALL THE ITEMS SET FORTH BELOW ARE SATISFIED.
- ONE (1) YEAR HAS NOT ELAPSED AFTER THE FIRST DOWNLOAD OF THE CONTENT IN QUESTION; AND
- THE MEMBER FORTHWITH NOTIFIES IN WRITING TO PIXTA OF THE CLAIM WHICH MAY BE COVERED FOR INDEMNIFICATION AND THAT THE MEMBER AGREES THAT PIXTA SHALL HAVE THE RIGHT TO HANDLE, SETTLE OR DEFEND THE CLAIM OR LITIGATION NOTIFIED BY THE MEMBER. THE MEMBER SHALL AGREE TO COOPERATE WITH PIXTA IN THE DEFENSE OF SUCH CLAIM OR LITIGATION, AND THE MEMBER MAY BE ENTITLED TO PARTICIPATE IN THE LITIGATION ETC. WITH PIXTA’S APPROVAL AND AT THE MEMBER’S OWN EXPENSE. PIXTA SHALL NOT BE LIABLE FOR ANY LEGAL COSTS AND/OR OTHER COSTS INCURRED BY THE MEMBER PRIOR TO THE NOTIFICATION TO PIXTA OF THE CLAIM.
- THE AGGREGATE AMOUNT INDEMNIFIED BY PIXTA PURSUANT TO THE PRECEDING PARAGRAPH SHALL NOT EXCEED ONE MILLION YEN (JPY1,000,000.) PER THE MEMBER (TO BE PRECISE, THE MEMBER WHO HAS A NUMBER OF INFRINGED CONTENT MAY BE INDEMNIFIED UP TO THE AMOUNT AS A CUMULATIVE AMOUNT.), OR PER THE ORGANIZATION IF THE MEMBER REGISTERS THE ORGANIZATION IN THE MEMBERSHIP REGISTRATION.
- EXCEPT FOR PIXTA’S WARRANTY EXPRESSLY SET FORTH IN THE PARAGRAPH 1 OF THIS ARTICLE 17, ANY AND ALL CONTENT, INCLUDING ANY AND ALL INFORMATION MATERIAL RELATED AND INCIDENTAL THERETO SUCH AS CAPTIONS, TITLES AND KEYWORDS, SHALL BE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FULFILLMENT OF THE USER’S REQUIREMENT OR THAT THE CONTENT IS FREE FROM ANY DEFECTS. EVERY USER AGREES TO USE THE CONTENT AND THE SERVICE BASED ON HIS OR HER OWN RESPONSIBILITY AND JUDGMENT.
- PIXTA SHALL NOT BE LIABLE IN ANY WAY FOR DAMAGE ARISING OUT OF OR IN RELATION TO ERROR OR TROUBLE OF TECHNICAL ENVIRONMENT RELATED TO THE SERVICE INCLUDING BUT NOT LIMITED TO COMPUTER SYSTEM TROUBLE AND FALSE DISPLAY INCIDENTAL THERETO.
- PIXTA SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF DATA OF THE CONTENT SUBMITTED TO PIXTA INCLUDING BUT NOT LIMITED TO THE DATA OF IMAGES, FOOTAGE AND TEXT, AND DATA OF INFORMATION INCIDENTAL THERETO. EACH USER SHALL PREPARE AND MAINTAIN THE BACKUP OF SUCH DATA BY HIM OR HERSELF.
- PIXTA SHALL NOT WARRANT THAT THE SERVICE, ITS SERVER, THE CONTENT AND ANY E-MAILS TRANSMITTED FROM THE SERVICE DO NOT TRANSMIT ANY OF COMPUTER VIRUS, SPAMS OR ANY OTHER HARMFUL ELEMENT.
- PIXTA SHALL NOT BE LIABLE FOR ANY DISPUTE WITH OTHER USER OR ANY THIRD PARTY ARISING OUT OF OR IN RELATION TO THE USER’S USE OF THE MESSAGING FUNCTION AVAILABLE IN THE SERVICE, OR DAMAGE INCIDENTAL OR RELATED THERETO.
- THERE MAY BE CASES IN WHICH PIXTA PROVIDES THE SERVICE WITH ANY EXTERNAL SERVICES PROVIDED BY ANY OTHER COMPANY. IN SUCH CASE, THE USER AGREES TO USE SUCH EXTERNAL SERVICES ON HIS OR HER OWN RESPONSIBILITY AND AGREES THAT PIXTA SHALL NOT BE LIABLE TO ANY DAMAGE ARISING OUT OF OR IN RELATION TO THE USER’S USE OF SUCH EXTERNAL SERVICES. IN USING SUCH EXTERNAL SERVICES, THE USER SHALL COMPLY WITH ANY OF TERMS AND CONDITIONS PROVIDED BY SUCH EXTERNAL SERVICES.
Article 18 Withdrawal from Membership
The Member shall be entitled to cease the use of the Service in accordance with the membership withdrawal procedure which has been separately designated by Pixta; provided, however, that the Member shall not withdraw from the Service if any of the prices remains unpaid. Also the Member agrees that Pixta may require a prescribed amount of time after withdrawal procedure has been completed for those changes to be reflected on the system.
- For purchaser Member
- Upon application for withdrawal, the Member’s account is closed and any and all the functions therein become unavailable to the Member. Any and all the Prepaid then possessed by the Member become invalid.
- For Contributor Member
In the event that the Member falls or may fall under any of the following in Pixta’s judgment, Pixta may, at its sole discretion, enact the withdrawal procedure of such Member without prior notice to, or approval of such Member:
- If the Member deceases;
- If the account of the Member remains unlogged for more than one (1) year;
- If the Member is found to be or to have been involved in antisocial forces or any equivalent thereof;
- If the Member uploads adult contents or contents against public policy and good morals;
- If the Member interrupts operation of the Service;
- If the Member withdraws from the Organization pursuant to the provision of the paragraph 9 of the Article 4 hereof; or
- If otherwise Pixta considers the Member to be inappropriate as the Member.
- In the event that the Member is withdrawn from the Membership by Pixta due to the Member’s falling under any of the above items, any and all the RF license granted to the Member prior to the withdrawal shall become null and void. In the event of the Member’s falling under any of the above items that results in damage incurred by Pixta, the Member shall compensate for the whole damages incurred by Pixta including reasonable attorney’s fees.
- If the Member who is withdrawn by Pixta due to falling under any item as set forth in the paragraph 2 of this Article is the Contributor Member, in addition to the provision in the preceding paragraph, Pixta is entitled to forfeit any remaining Credits owned by the Member.
- Pixta shall not be obligated to disclose to the Member the reason why his or her membership has been withdrawn pursuant to the preceding paragraph 2.
- As a result of withdrawal of membership occurring in accordance with the provisions in this Article, the agreement existing between the Member and Pixta shall be terminated and the Member shall forfeit all rights to use the Service. The Member shall additionally forfeit all the possessed Prepaid and the Credits. In case of the membership being terminated, Pixta shall have no liability to refund money collected by Pixta related to the Member, and Pixta may retain and exploit the data of the Member’s Content involved in any transaction or information related thereto in the Service for a certain period of time.
- Under the Subscription, if the Member fails to use the Content within one (1) year from the first download thereof, the RF license of the Content granted hereunder shall be null and void, regardless of whether not the Member breaches any provision hereof etc.
Article 19 Suspension or Discontinuation of Service
Pixta reserves the right to suspend or discontinue operation of the Service without prior notice to the Member for any of the following reasons. Pixta shall have no liability for any damage caused to the Member as a result of such suspension or discontinuation conducted in accordance with the following reasons:
- Periodic or emergency maintenance of equipment or system used in provision of the Service;
- Breakdown of equipment or system used in provision of the Service;
- Natural disasters such as earthquakes, volcanic eruptions, floods or tsunamis, wars, conflicts, riots, civil commotions, labor disputes, fires, blackout and other unexpected incidents or accidents, or force majeure which prevents the Service from being provided; or
- Other causes in which suspension or discontinuation of the Service is deemed necessary for operational or technical reasons.
Article 20 Communication / Notice
Any and all the notices provided by Pixta to the User hereunder shall be made by posting in the Service or by e-mails and so forth. Such notices shall be deemed to have been effectively delivered upon the timings as designated below respectively:
- When Pixta posts the notice in the Service;
- When Pixta dispatches the notice by e-mail to the address registered pursuant to paragraph 4 of Article 4.
Article 21 Business Transfer etc.
Article 22 Survival Clause
Provisions of Paragraphs 5, 7 and 8 of Article 2, Paragraphs 3, 5, 7 and 9 through 12 of Article 4, Articles 5 through 19, and Articles 21 through 25 shall survive the termination, cancellation or withdrawal of the Member’s membership, and remain effective thereafter.
Article 23 Consultation
The User, Pixta and any third party shall enter into good faith consultation and negotiation with each other for resolution of any questions relating to, or problems arising from the Service.
Article 24 Language
Article 25 Governing Law and Court of Jurisdiction
- Any legal problems relating to the Service shall be governed by the laws of Japan; provided, however, that the United Nations Convention on Contracts for the International Sales of Goods shall not apply.
As of September 28, 2016
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