 [CONTACT] Terms of Agreement : Synforest Royalty Free Videos License Agreement (The English translation version) |
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Synforest Royalty Free Videos License Agreement (hereinafter referred to as the "Agreement") Your agreement on all terms and conditions of the Agreement is required prior to your use of Synforest Royalty Free Videos (hereinafter referred to as "RF-Videos"). When you use RF-Videos for the first time, the action shall be assumed to be your agreement on all terms and conditions of the Agreement. Please read the Agreement carefully and understand the contents prior to your use of RF-Videos. Customer as a licensee (hereinafter referred to as "Customer") and Synforest (hereinafter referred to as "Company") as a licensor do herby agree on use of RF-Videos as follows: Article 1 (Definitions) The following words shall have the following meaning in this Agreement. (1) Customer shall mean all individuals or legal entities who acquire, possess and/or use RF-Videos legally. (2) Intellectual Property of Videos means "intellectual property of cinematographic works (movies)" under the Japanese copyright law (hereinafter referred to as "Copyright Law"). (3) Intellectual Property means intellectual property of Videos contained in the RF-Videos. All or part, or original or copy, all Videos shall be considered as RF-Videos, and all converted and edited etc., materials are included. (4) RF-Videos means all contents released and/or sold by Company. Under the Agreement, RF-Videos and Intellectual Property are inalienable and the term RF-Videos includes Intellectual Property. (5) Purpose of RF-Videos is to license for Customer's use Intellectual Property as RF-Videos for the Customer's production provided that the Customer complies with the Agreement without charging an additional license fee. Any other conduct or conduct restricted under the Agreement shall not be allowed. Article 2 (Formation of the Agreement) When the Customer uses any RF-Videos, the action shall be assumed to be their agreement of all terms and conditions of the Agreement, and the Agreement is formed, and the Customer shall comply and fulfill the Agreement. Article 3 (Purpose and Extension) The Agreement shall license non-exclusive rights for the Customer to use the RF-Videos in the extension of "Purpose of RF-Videos". Article 4 (Attribution) RF-Videos hold intellectual property rights, such as copyright and are protected by regulations and international laws. License under the Agreement is a license to use the RF-Videos (i.e., license for use rights), and RF-Videos shall remain the Intellectual Property rights of the Company (Agreement shall not grant, transfer, abandon or cease the Intellectual Property rights). Article 5 (License Conditions) 1. The Customer shall keep e-mail message or copy of the email message containing the "order number (for a purchase receipt)" sent by the Company at the time of purchase to prove they are the individual or legal entity who acquired the RF-Videos legally. 2. When the method of acquisition or use is enquired by the Company to the Customer, the Customer is obligated to answer the question promptly. In the event that the Company requests modification and/or abatement of use of RF-Videos based on the above, the Customer shall respond promptly. 3. In the event that the RF-Videos are unwanted by the Customer, the Customer shall erase and/or abolish the RF-Videos and is the Customer's solo responsibility and expense to avoid future illegal copies, use and/or pirated edition etc. (collectively hereinafter referred as "Illegal Use"). 4. License of the RF-Videos is a non-exclusive license so the Customer shall agree to use or future use of the same or similar videos by Customer's third party competitor or any third party, such as a third party whose use of the videos the Customer does not wish. Article 6 (Prohibited Conduct) Customer shall not use the RF-Videos for any purpose other than "Purpose of RF-Videos". In particular, Customer shall comply with prohibited matters below. (1) Use of the RF-Videos and license under the Agreement shall be for a legitimate person or legal entity under Article 1. Customer shall not resale, distribute, give and/or rent, etc. the RF-Videos to any third party. In addition, the Customer shall not transfer, remarket and/or auction the RF-Videos neither. (2) Customer must not use the RF-Videos as clip for Stock footage or engaged in similar conduct. (3) Customer shall not leave the RF-Videos in a condition that is possible to publically transmit without editing and/or production, leave in a condition for third party to use illegally, or use in a way to create the possibility of furtherance or assist in Illegal Use, etc. (4) Customer must not use the RF-Videos in a way that interferes with sales and/or service of the RF-Videos. (5) Customer shall not use the RF-Videos with purpose to offend public order and morals, in an illegal way, or in a way that potentially commits libel. (6) Customer must not use the RF-Videos with display of false ownership, license or facts, or any use misleading others. (7) Regardless of all or part of the RF-Videos, the Customer shall not use, enroll or register etc. the RF-Videos as all or part of trade mark or trade name, etc. (8) Customer must not save the RF-Videos to any hard disk connected to the computer network, such as a LAN where multiple parties can access, or leave the RF-Videos in a condition that others who do not understand the contents of the Agreement thoroughly can access (e.g., save the RF-Videos to recording media and leave it to where multiple parties can access it). (9) Customer must not use the RF-Videos in sex industry, pornographic website, online dating website and the service that is similar to these. (10) Customer must not use the RF-Videos in a way that potentially discredit the model, the Company, intellectual property right holder and cameraman. Article 7 (Indemnification) 1. License under the Agreement is "non-exclusive". Thus, the Customer may not use the RF-Videos exclusively. 2. RF-Videos are sold are as is and provided without warranty of any kind, including but not limited to completeness, accuracy, certainty, utility, recency, renewal obligation, and fitness for the particular purpose of the Customer. Information and caption related to the RF-Videos, such as characters, location or time shall be treated the same. Thus, the Company assumes no responsibility for any damage caused by above, and shall be indemnified against the loss. RF-Videos may contain content without attempt of the creator due to recording and master tape conditions. In addition, the RF-Videos are digital data so the Customer may not return, or claim or object to the refund. 3. The Customer shall indemnify the Company, and hold the Company harmless from any loss caused by special, accidental or consequential damages including lost earnings. 4. Interpretation and right treatment of portrait, trademark or personal right could be different by use and/or disclosure of the RF-Videos so that those rights shall not be included in license and obligation of the Company under the Agreement. Thus, Customer shall indemnify the Company from any claims etc. caused by the Customer`s use of the RF-Videos, and resolve such a claim with Customer`s own responsibility and expense. 5. Problems caused by Customer`s use of the RF-Videos in any country other than Japan, cannot be covered by the Agreement and the governing law of the Agreement, unpredictable problems, or problems caused by differences in business custom are not included in license and obligation of the Company under the Agreement, and the Customer shall use the RF-Videos with own discretion and responsibility, and apply necessary measures. Thus, the Customer shall indemnify the Company from dispute etc. under this article and the Customer shall resolve such disputes with the Customer's own responsibility and expense. 6. Whatsoever the cause of the damage, the maximum responsibility of the Company under the Agreement is the sales price of the RF-Videos. Article 8 (Termination) 1. In case there is any breach of provision under the Agreement by the Customer, the Company may terminate the Agreement immediately without any notice. Thus, the Customer shall indemnify the Company from any damage, claim and dispute etc. incurred to the Customer. For certain breaches, there is a possibility that the Company or intellectual property right holder may impose a fee or penalty, or take legal action. 2. Repurchase of the RF-Videos by a customer whose Agreement with the Company was terminated previously, the Company shall have sole discretion to reject licensing the RF-Videos under the Agreement to the customer. Article 9 (Governing Law and Jurisdiction) 1. The Agreement shall be construed in accordance with the laws of Japan and the Tokyo District Court shall have exclusive jurisdiction for the first instance over any lawsuit in connection with the Agreement. 2. In the event that there is any question of difference or interpretation between the Japanese and English versions of the Agreement, meaning and interpretation in the Japanese version shall prevail. 3. In the event that there is any question of interpretation of law or business custom, legal interpretation and business custom of Japan shall prevail. Article 10 (Modification) 1. The Company may modify the Agreement with sole discretion whenever need arises. The Customer agrees that the modification becomes valid at the time of the release on the Company's official web site. When the Customer uses the RF-Videos, the Customer shall agree to the newest version the Agreement. 2. In addition to the previous clause, the Company may with sole discretion, stipulate any term or restriction, etc. whenever need arises. The Customer agrees that the term or restriction, etc. becomes valid at the time of the release on the Company's official web site. Article 11 (Others) The Customer shall notify or inquire with the Company if any issue not covered by the Agreement, or interpretation of the Agreement arises before use of the RF-Videos. In this case, the Customer and the Company shall resolve the issue in good faith through discussion. (Terms of Agreement : Synforest Royalty Free Videos (The English translation version) : June 25, 2013(Japan time) Edition / Ver.1.1) |
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