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LICENSE AGREEMENT

If you have any question, please contact to   cs@led.art

Effective from December 2021


This GENERAL TERMS AND CONDITIONS OF LICENSE (this “LTC”) is a legal agreement made and entered into BY AND BETWEEN the d’strict holdings Inc. and CJ CGV Co., Ltd., who provide license (collectively, the “Licensor”) AND you, the user (or the employer or customer represented by you) (the “License User”), which regulates matters in relation to the use of videos, images, 3D graphics and other works provided by the Licensor as a part of “LED.ART Service” (“LED.ART”).


Any or all of the LTC may be amended at any time, and your purchasing of the media art contents license provided by LED.ART or your downloading of the videos, images, 3D graphics and other works related thereto would be construed as your agreement to this LTC. Licensing service for the media art contents is subject to the version of the LTC posted on the LED.ART website as of this date. For the latest version of this LTC, please check the LED.ART website on a regular basis. Any amendment(s) to the LTC shall be applied only to the purchase of license after such amendment, and for all purchases of license, it is deemed that the License User have agreed to the version of the LTC in effect at the time of purchase by each License User. 


The license provided under this LTC is a license that grants the non-exclusive right to use the Contents selected by the License User for a fixed period of time limited to one ‘media’ at one ‘site’ agreed by the Parties in advance; the license, therefore, cannot be used at a non-discussed place(site) or/and after the designated time period, and if you wish to use it after such fixed period of time, a renewal/extension of period is required. For further information or consultation, please contact us at cs@led.art. 



1.    Definition

2.    Grant of License

3.    Type of License

4.    Fee and Payment

5.    Representations and Warranties

6.    Obligation

7.    Term and Termination

8.    Miscellaneous


Article 1. Definition

The definitions of terms used in the LTC are as follows:



1.1“Arbitration Notice” has the meaning set forth in Article 8.2.

1.2"Business Day” means a day (excluding Saturdays and statutory holidays) on which licensed banks generally are open in Korea for a full range of business any day (excluding Saturday, Sunday and any day that is a legal holiday in Seoul, Korea or a day on which banking institutions are authorized by law to remain closed in Seoul, Korea).

1.3"Contents” means the Public Media Art Content in video format produced by the Licensor produced and of which the Licensor owns any/all copyrights related thereto; they are usually played on a large display such as LED or LCD, or may be played on media wall by way of projection mapping.

1.4"Dispute” has the meaning set forth in Article 8.2.

1.5"Effective Date” has the meaning set forth in Article 7.

1.6"KACB” means Korean Commercial Arbitration Board(KCAB) located in Seoul, Korea (See Article 8.2).

1.7"Permitted Use” has the meaning set forth in Article 2.1.

1.8"License Fee” means the amount actually agreed by the Parties, i.e. the Licensor and the License User, at the time they are entering into “License Agreement”, which may vary depending on the type of ‘plan’ selected by each License User (See the relevant parts in Article 3).

1.9"Media” means a type of media specified and agreed by the Parties upon their entering into the “License Agreement”; “Media” shall be any one(1) media, among those displays that show the Contents by being connected one-to-one with a hardware device capable of playing the Contents. (NOTE: (i) Where multiple displays are connected to a single hardware device, if their resolution and screen ratio are the same and one type of Contents can be played on multiple displays simultaneously, it is considered as one type of media, (ii) Types of displays generally include the large displays typically installed indoors and outdoors such as LED or LCD, but are not limited to such; and (iii) If the Contents is projected to and displayed on the multiple sides by means of projection mapping, the use of license may be restricted. 

1.10"Site” means a place designated by the License User where one media wall (including, but not limited to, LED and LCD) is located or installed to replay the Contents pursuant to the LTC. 

1.11"Licensor” refers to d’strict holdings Inc as well as its joint business operator CJ CGV Co., Ltd., which collectively provide the license pursuant to this LTC, and the two companies have the legal ownership and any legal rights to provide licenses in relation to the use of the Contents provided by the LED.ART platform (as defined above), including videos, images, 3D graphics and other works. 

1.12"License User” means a person who pays license fee to the Licensor and intends to be granted the license corresponding thereto. If the License User is a corporation, it includes an individual agent or representative who enters into the LTC on behalf of or representing the corporation, as well as an individual and a corporation who wants to exercise the rights of the License User on behalf of or representing the License User afterwards. 

1.13"License Agreement” is a contract entered into offline when the Licensor accepts the order entry form filled out online by the License User after the License User selects a licensing plan suitable for him/her/company based on the LTC; it means the actual and final ‘contract’ that sets forth all matters related to the license selected by the License User.


Article 2. Grant of License


2.1The Licensor grants to the License User non-exclusive and non-transferable right and license to use, operate and publicly replay and display the Contents at the Site for the period specified in Article 7.1 in accordance with the LTC (“Permitted Use”).

2.2The Licensor agrees that visitors to the Site shall view, access, search and shoot the Site and the Contents solely for non-commercial and personal purposes. Except for the scope of license granted hereunder, no provision shall be construed to permit the License User the title and other rights to the Contents, and unless otherwise expressly stipulated in the LTC, all other rights shall vest in the Licensor. In other words, the License User is prohibited from creating derivative works based on the Contents, reverse engineering, decompiling, decomposing the Contents or using the Contents in any other way not expressly permitted by the LTC. 

2.3When the Licensor, in its reasonable opinion, deems that the use of information or Contents in the Site conflicts with, hinders or harms the interest, reputation or business of the Licensor, or cause the Licensor to be subject to adverse regulatory action, to violate laws, to infringe the right of an individual, or otherwise to assume legal liabilities for any reason whatsoever, the Licensor shall reserve the right to refuse to transfer the Contents to the License User.

2.4In any case, the Licensor shall not distort or misrepresent the information contained in the Contents. The Contents shall not be used or displayed beyond the intention of the Licensor, and the License User shall not edit, amend or modify the Contents without the prior written consent of the Licensor. If any modification made by the License User is declared to be a derivative work by the court or governmental authority, such derivative work shall vest in the Licensor. When a License User becomes the owner of derivative work under the law, the License User shall agree that such right will be transferred to the Licensor. 

2.5The License User shall review and check whether the use of the Contents complies with the applicable laws and regulations. If there is any violation of it, the License User shall inform the Licensor of such violation immediately upon discovery, and request to correct or edit the Contents pursuant to relevant laws.

2.6The License User shall mark or cause to mark all Contents used pursuant to the LTC in a proper manner pursuant to the relevant laws and regulations. If the Licensor marks copyright, etc. on any of the Contents used pursuant to the LTC, the License User shall mark the sign originally marked by the Licensor.


Article 3. Licensing Plan

There are 2 types of licensing plan; Single license and Enterprise license. The followings are the specific details and purchasing conditions of the license granted under each plan, and each License User is bound only in relation to the plan selected by him/her from the two below.

CategorySINGLE LICENSEENTERPRISE LICENSE
License details[Common] Non-exclusive and non-transferable right and license to use, operate and publicly replay and display the Contents at the Site for one License User, one Site and one Media

License for single Contents

- Licensing plan which provides license for individual works so that they can be used for a specific period of time

License for multiple Contents

- License plan in the form of a subscription that can use 8 types of works on a yearly basis and renew or extend the contract on an annual basis

Conditions to purchase license

Period: You can select one of the periods below.

  • 6 months plan
  • 12 months plan
  • Permanent plan 


*The period specified above is the ‘max.’ period of use. (i.e., if you want to use it for 2 months, you need to purchase a 3-month plan.)

*‘Permanent plan’ provides a permanent license for the Contents selected by the License User at the time of entering into the License Agreement, limited to one Media and one Site. (The Contents cannot be changed after entering into the License Agreement.)

Period: 1 year + May be renewed or extended on an annual basis by subsequent agreement(s).
License fee

The amount agreed upon by the Licensor and the License User at the stage of entering into the License Agreement depending on the needs of individual License User (See Article 1 – Definition)


*The exact amount of the “license fee” may vary depending on the period of the plan selected by each License User and the level of the Contents (5 levels in total) he/she wants to use.

The amount agreed upon by the Licensor and the License User at the time of entering into the License Agreement, depending on the needs of each individual License User (See Article 1 – Definition)

 

Article 4 (Fee and Payment)


4.1In exchange for rights and licenses granted to the License User under the LTC, the License User shall pay the Licensor a fixed price negotiated with the Licensor in advance as a License Fee depending on the licensing plan, the Contents and the period that the License User intends to use.

4.2Even if any amount to be paid by the License User to the Licensor is withheld or deducted for any reasons such as tax, the License User must still pay the Licensor the full amount that the Licensor would have received if no deductions or withholdings had been made.

4.3License fee under the LTC shall be paid as follows:

(i)    The License User pays 100% of License Fee within 5 days after entering into the LTC.

(ii)    License fee shall be paid by wire transfer to the bank account designated by the Licensor.


Article 5. Representations and Warranties


5.1

5.1    The Licensor represents and warrants that:

(i)    The Licensor has full capacity and authority to carry out the LTC.

(ii)    The Licensor has sufficient rights and authority to grant to the License User the license and any rights associated thereto under the LTC.


5.2

5.2    The License User represents and warrants that:

(i)    The License User has full capacity and authority to carry out the LTC.

(ii)    The operation of the Site under the LTC complies with the relevant laws and regulations.


5.35.3    Except for warranties expressly set forth in this LTC, the Licensor makes no warranty whatsoever as to the licensed Contents or the results to be obtained therefrom at the Site. Except for the express warranty above, the Contents is provided ‘as is’ without warranty or whatsoever, whether express or implied (including, but not limited to, merchantability, suitability for a particular purpose and non-infringement). The Licensor does not warrant that the rights can be exercised without violating the applicable laws and regulations.


Article 6. Obligation


6.1The License User shall not raise an objection to the Licensor’s right and title to the Contents and intellectual right thereto, and the validity of the license granted hereunder.

6.2The License User shall not exercise its rights in any way other than the intended use described herein, and shall not take any action that may breach the LTC. Moreover, the License User shall not engage in any activities reasonably expected to negatively affect the value, validity and enforceability of the Licensor’s right to the Contents, intellectual property right thereto and proprietary right.

6.3The License User shall not sublicense, subcontract, delegate, assign or transfer any of the rights granted hereunder without the prior written consent of the Licensor.

6.4The License User shall keep all information on the Contents confidential. However, the License User may, where it is necessary to disclose such information in order to use the Contents properly, deliver relevant information to its executives, employees, agents, subcontractors and sub-licensees.

6.5The License User shall ensure that its executives, employees and agents do not copy, transmit, distribute or use the Contents or any portion thereof for any purpose other than the Permitted Use.

6.6The License User shall fully cooperate with all matters necessary for obtaining copyright to the Contents in the name of the Licensor.

6.7The License User shall take all necessary measures to protect the Licensor’s rights, title, and interests; the License User agrees to provide the necessary support upon a request from the Licensor and to submit the documents required to register such rights, title, and interests.

6.8If the License User breaches the LTC or uses the Contents after the termination of the LTC, the License User shall be liable to pay the Licensor a fixed amount equivalent to 10 times of the License Fee agreed by each License User as a penalty for the breach of the LTC without delay.


Article 7. Term and Termination


7.1

7.1    Unless terminated under Article 7 hereof, the LTC remains valid for the period from ‘the date on which the License User pays the License Fee and applies the Contents delivered from the Licensor to the media pursuant to the License Agreement’(“Effective Date”) to ‘the date of termination of license specified in the License Agreement’.


However, if any of followings occurs to the other party, either party may terminate the LTC promptly by serving a written notice to the other party:

  1. When the other party commits a material breach of the LTC or the License Agreement, either party may request to correct such breach. In such case, if the other party fails to correct the breach within 7 days after the receipt of a request for correction through written notice from either party;
  2. If the other party dissolves, liquidates or goes bankrupt or goes out of business, or if the results similar thereto occur under the jurisdictional laws of the country where the other party is duly incorporated and exists, or if the other party is unable to pay its debts in a timely manner for any other reasons;
  3. If the other party discontinues its business or is sold or merged for any other reasons.

7.2If the LTC is terminated due to the expiration of the licensed period or under the proviso to Article 7.1 above, the License User shall cease to use all Contents. In this regard, upon request of the Licensor, the License User shall immediately remove or delete the Contents from the Site, or destroy or return all copies of the Contents as soon as technically practicable. Provided, that in no case shall the Contents remain on the Site for a period exceeding 10 days (within the shorter period if the Licensor is held liable or potentially held liable) after the Licensor gave notice of the termination of the License Agreement, and upon request of the Licensor, the License User shall provide the Licensor with all data on removal or deletion. In other words, upon termination of the LTC, all rights and license granted to the License User pursuant to the LTC will also terminate, and thereafter the License User may not claim any rights and license related thereto.

7.3Except as expressly specified herein, Article 5, Article 6, Article 7.3 and Article 8 shall remain valid even after the LTC and the License Agreement hereunder expires, and each party shall continue to be liable for all damages suffered by or possibly suffered by the other party as a result of breach of or non-compliance with the provisions set forth above.


Article 8. Miscellaneous


8.1Governing law. The validity, fulfillment, interpretation and effect of the LTC shall be governed by the laws of the Republic of Korea.

8.2

Dispute Settlement. All disputes, controversy or claim for damages arising from and in connection with the LTC and the interpretation, breach, termination or validity thereof (“Disputes”) shall be submitted to arbitration pursuant to the International Arbitration Rules of the Korean Commercial Arbitration Board upon a written notice of either party (“Arbitration Notice”) and finally resolved. However, if the rules of KCAB conflict with Article 8.2 hereof, the provision of Article 8.2 shall prevail. 

  1. The venue of arbitration shall be the Korean Commercial Arbitration Board (KCAB) in Seoul, Korea. KCAB has authority to appoint an arbitrator. 
  2. The arbitration panel consists of 1 arbitrator. The parties shall jointly appoint an arbitrator, but if the parties fail to reach an agreement on the appointment of the arbitrator within 10 days after the initial appointment of the arbitrator, the arbitrator shall be appointed by KCAB upon request of either party.
  3. The language to be used in the arbitration shall be Korean. 
  4. Unless otherwise decided by the arbitral tribunal, the costs of arbitration shall be paid by the losing party.
  5. Even if Disputes arise and submitted to arbitration, both parties shall continue to fulfill their obligations hereunder and be entitled to exercise their rights hereunder, except for the issues in dispute. 
  6. The award issued by the arbitral tribunal is final and binding on both parties. The prevailing party may request the competent court to render an execution judgment. 
  7. Both parties have the right to seek a preliminary injunction from the competent court while waiting for the organization of the arbitral tribunal.

8.3

Confidentiality. All information transmitted by either party to the other party in connection with the performance of the LTC shall be deemed confidential. Such information shall not be disclosed to any third party without a written consent of the other party, and this confidentiality obligation shall continue to be effective throughout the contractual term as specified in the License Agreement and for 5 years after the termination of the License Agreement subject to the following exceptions: 

  1. The recipient has already known or used the information prior to the receipt of such information, and such fact is evidenced by written records;
  2. The information has already been disclosed to the public or generally known to those in the same industry before obtaining from the disclosing party;
  3. The information has been disclosed to those in the same industry or to the public for any reasons not attributable to the receiving party;
  4. The information has been obtained by the receiving party from a third party in good faith, and the third party is not obligated to maintain confidentiality for the disclosing party;
  5. The information is independently developed by the receiving party, its agent or employees without knowledge or reliance on the confidential information after the disclosure of the confidential information;
  6. The disclosure of information is required by laws, regulations or other actions of the government authorities.

8.4

Notice and Communication. All notices related to the LTC shall be sent to the receiving party by hand, by registered mail, by certified mail or via email to the business address of the Licensor and the License User or other address subsequently designated by either party in writing. All notices and correspondence are considered valid:

  1. If delivered by hand, when delivered;
  2. If sent via email, when the email is transmitted to the information processing system that manages email address of the receiving party; or if sent by express mail, at 10:00 a.m. on the second business day after dispatch; provided that delivery or transmission takes place after 6 p.m. on a business day or on non-business day, the service shall be deemed to have been made at 9:00 a.m. on the next business day. Reference to time in Article 8.4 is the local time in the country of the receiving party.

8.5No waiver of rights. Either party’s failure to request the other party to fulfill any provision hereof does not constitute a waiver of its right to request the subsequent fulfillment of such provision. Afterwards, either party may force the other party to fulfill such provision, or terminate the LTC or otherwise claim damages for reasons of subsequent and continuous violation of the provision or other provision.

8.6Severability. Should any provision of the LTC be declared by a court to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability does not affect the validity of the remaining provisions of the LTC, and both parties shall establish new provision(s) that can substitute the provision(s) in question in a way that is consistent, as much as possible, with the intent of the LTC and the License Agreement as originally intended by both parties in order to implement the subject matter of the LTC and the License Agreement.

8.7Entire agreement. The LTC constitutes the entire and final agreement made by and between both parties, and all written or oral consultations, negotiations, representations, and consents at the time of or before entering into the LTC in connection with the contents of the LTC shall become invalid and be replaced by the LTC. No amendment to, alteration and waiver of the LTC shall be binding upon any party, except as made in writing signed by both parties (or by their authorized representatives).

8.8No Transfer. The LTC inures to the benefit of the parties to the License Agreement, is binding only upon such parties, and the transfer of any rights and/or obligations outlined in this LTC is invalid unless with a prior written consent of the other party.

8.9Counterpart. Each counterpart of the LTC shall be deemed an original, but all of which together shall constitute one and the same instrument.