Effective from June 2022
This GENERAL TERMS AND CONDITIONS OF LICENSE (this “LTC”) is a legal agreement made between d’strict Korea Inc. and CJ CGV Co., Ltd., (collectively, the “Licensor” and trading as “LED.ART”) and you (the “Licensee”) (together, the “Parties” and each a “Party”), which regulates matters in relation to the use of videos, images, 3D graphics and other works provided by the Licensor as part of the LED.ART Service (as defined below).
Your use (whether authorized or not) of the media artworks provided by the LED.ART or your downloading of any videos, images, 3D graphics, and other works related thereto would be construed as your agreement to this LTC and the general terms and conditions of the LED.ART Service.
The Licensee understand and agree that this LTC and the general terms and conditions of the LED.ART Services become a legally binding agreement between the Licensee and the Licensor upon any use (authorized or unauthorized) of the media artworks provided by the LED. ART, or downloading any videos, images, 3D graphics, or any other works related there to.
This LTC may partially or wholly be amended by the Licensor at any time. For the latest version of this LTC, please check LED.ART website on a regular basis. Amendments to the LTC will not be applied retrospectively, and the Licensee is deemed to have agreed to the version of the LTC effective as of where or upon parties entering into license agreement
This LTC and the LED.ART Service assumes a grant of a non-exclusive right to use the designated Content(s) on one Media at one Site during a fixed period of time. For further information or consultation on new licenses, extensions, expansions, or renewals, please get in touch with us at firstname.lastname@example.org
Article 1. Definition
The definitions of terms used in the LTC are as follows:
“Arbitration Notice” has the meaning set forth in Article 9.4.
“Business Day” means a day on which licensed banks in Korea are generally open for a full range of business (excluding Saturdays, Sundays, public holidays, and any other days licensed banks remain closed in Korea).
“Contents” means public media artworks offered by the Licensor as part of the LED.ART Service.
“Dispute” has the meaning set forth in Article 9.4.
“Effective Date” has the meaning set forth in Article 7.
“Intellectual Property” has the meaning set forth in Article 8.2.
“KCAB” means Korean Commercial Arbitration Board (KCAB), located in Seoul, Korea (See Article 9.4).
“LED.ART Service” means i) the services digitally provided through the LED.ART website; and ii) any additional services agreed to and provided by the Licensor as further described in the general terms and conditions of the LED.ART Service and the License Agreement.
“License Agreement” means the final contract to be issued to the Licensee, which sets out all matters related to the LED.ART Service and Contents used by the Licensee.
“License Duration” means the duration of the license granted hereunder as determined by the license ‘plan’ selected by the Licensee (See Article 3).
“License Fee” means:
“Licensee ” is a person who pays a “license fee” to the “licensor” in accordance with these terms and wants to be granted a corresponding “license”. If the “licensed user” is a corporation, it includes an agent/representative individual who executes these Terms on behalf of or on behalf of the corporation. It also includes related individuals and legal entities who wish to exercise the rights of a “licensed user” under these Terms on behalf of/representative of the “licensed user” in the future.
“Licensor” refers to District Holdings Co., Ltd., which is the licensor under this Agreement, and CJ CGV Co., Ltd., a joint business operator. The two companies retain all ownership rights to the “Content” (as defined above), including all visuals, images, 3D graphics and other works provided by the LED.ART platform. Both companies also reserve the right to grant licenses to use such content.
“Media” means the display medium located within the Site and operated by the Licensee, which may include:
as designated by the Licensee and authorized by the Licensor pursuant to this LTC.
“Permitted Use” has the meaning set forth in Article 2.1.
“Prohibited Use” has the meaning set forth in Article 2.5.
“Purpose” means the display of the Content for not-for-profit purposes for the general public.
“Site” means the place where the Media is located, as designated by the Licensee and authorized by the Licensor pursuant to this LTC.
Article 2. Grant of License
Subject to Article 4, the Licensor grants to the Licensee a non-exclusive and non-transferable right and license to use, operate and publicly replay and display the Contents on the Media at the Site for the Licence Duration for the Purpose (“Permitted Use”).
The Licensor acknowledges that visitors to the Site may view, access, search and photograph the Site and the Contents for non-commercial and personal use.
Unless expressly authorized by the Licensor, the Licensee agrees and accepts that the Contents are created for permitted use and shall be used in compliance with the Purpose.
Unless otherwise expressly agreed by the Licensor, the Licensee shall not (each a “Prohibited Use” and a material breach):
The Licensor shall have the right to refuse to deliver to the Licensee any Content if, in the Licensor's reasonable judgment, any content at the Site or the use of the Content conflicts with, interferes with, or is detrimental to the Licensor's interests, reputation or business, or may expose the Licensor to an unfavorable regulatory action, violation of any law, infringe on the rights of any person, or subject the Licensor to liability for any reason.
The Licensee shall comply with all applicable permits, licenses, authorizations, laws, and regulations for all matters relating to this LTC and shall indemnify and hold the Licensor harmless from all liability, damages, costs, and expenses arising from or related to any breach of such laws.
The Licensee shall refrain from any activity that may reasonably be expected, in all probability, to have an adverse effect on the value, the validity, or the enforceability of the Licensor’s rights in and to any of the Content, the Intellectual Property, and any other proprietary rights therein.
Article 3. Licensing Plan
There are two types of licensing plans; Single plan and Enterprise plan. The followings are the specific details and purchasing conditions of the license granted under each plan, and each Licensee is bound only in relation to the plan selected by him/her from the two below.
|Category||SINGLE LICENSE||ENTERPRISE 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 Licensee, one Site, and one Media|
License for single Contents
License for multiple Contents
|Conditions to purchase license|
Period: You may select one of the periods below.
*The period specified above is the ‘max.’ period of use. (i.e., if you want to use it for two months, you need to purchase a 3-month plan.)*‘Permanent plan’ provides a permanent license for the Contents selected by the Licensee 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 + Maybe renewed or extended on an annual basis by subsequent agreement(s).|
The amount agreed upon by the Licensor and the Licensee at the stage of entering into the License Agreement depending on the needs of Licensee (See Article 1 – Definition)
*The exact amount of the “license fee” may vary depending on the period of the plan selected by each Licensee and the level of the Contents he/she wants to use.
|The amount agreed upon by the Licensor and the Licensee at the time of entering into the License Agreement, depending on the needs of Licensee (See Article 1 – Definition)|
Article 4 (Fee and Payment)
In consideration of the rights granted pursuant to this LTC and the services provided by the Licensor, the Licensee shall pay the Licensor the License Fee.
The License Fee shall be paid in full within 7 Business Days of the execution of the License Agreement. The contents shall be delivered to the licensee only if the license fee has been duly received by the licensor.
All consideration and any other payments due under this LTC shall:
Article 5. Representations and Warranties
The Licensor represents and warrants that the Licensor has:
The Licensee represents and warrants that:
|5.3||Except for warranties expressly set out in this LTC, the Licensor makes no warranty whatsoever as to the Contents or the results to be obtained therefrom at the Site. The Contents are 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).|
Article 6. Duty
|6.1||Licensee will not dispute the Licensor's right and title to the Content, related intellectual property rights, and the validity of the licenses granted hereunder.|
|6.2||Licensee shall not exercise its rights in any way other than for the purposes set forth in these Terms and shall not take any action that may violate the terms of these Terms. In addition, the Licensee shall not engage in any activity that could reasonably be expected to adversely affect the value, validity or enforceability of the Licensor's rights in the Content and related Intellectual Property and proprietary rights.|
|6.3||Licensee will not sublicense, subcontract, delegate, assign or transfer any of the rights granted in these Terms without the prior written consent of the Licensor.|
|6.4||Licensee will keep all information about the Content confidential. However, we may communicate such information to Licensee's officers, employees, agents, subcontractors, and sublicensors only when it is necessary to disclose such information for proper use of the Content.|
|6.5||Licensee shall ensure that the Content or any portion of the Content is not copied, transmitted, distributed or used by Licensee's officers, employees or agents for any purpose other than those permitted for use.|
|6.6||Licensee shall fully cooperate with all matters necessary to obtain copyright for content in the name of the licensor.|
|6.7||Licensee agrees to take all necessary measures to protect the rights, title, and interests of the licensor, to cooperate with the licensor upon request, and to sign all necessary documents for registration.|
|6.8||In the event Licensee breaches these Terms or uses the Content after the termination of these Terms, Licensee shall pay to the Service Provider an agreed sum of [three times of permanent plan fee] per each relevant Content per occurrence as the estimate loss or damages suffered by the Service Provider in respect of each such Content and occurrence. The Parties acknowledge and agree that the Service Provider shall incur significant internal and external damages as a result of any such breach by the User.|
Article 7. Term and Termination
This LTC, and the licenses granted hereunder, shall:
Without prejudice to any other right or remedy, the Licensor may terminate this LTC and the License Agreement at any time by written notice to the Licensee, if the Licensee:
Upon termination of this LTC for any reason, the Licensee shall:
The expiry or termination of this LTC does not affect any rights or obligations of either Party which have arisen or accrued up to and including the date of expiry or termination, including the right to payment under this LTC.
Articles 4 (Fees and Payment), 5 (Representation and Warranties), 6.3, 7 (material breach), 8 (Intellectual Property), and 9 (General) survive expiry or termination (for whatever reason).
Article 8. Liquidated Damages by material breach
In the event of termination under Article 6.2, the Licensee shall pay to the Licensor as liquidated damage of total amount of the license fees (subject to Article 6.8) multiplied by the duration of infringement. in respect of such infringed Content and per occurrence. The Parties acknowledge and agree that the Licensor shall incur significant internal and external damages as a result of any material breach by the Licensee.
The Parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precise estimate, (ii) the amounts to be agreed to bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Licensee, (iii) one of the reasons for the Licensor and the Licensee reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages.
Article 9. Intellectual Property
|9.1||“Intellectual Property” mean all of the followings whether arising under the laws of the Republic of Korea or of any other foreign or multinational jurisdiction: (a) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all legal rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (b) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (c) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how and (d) any other intellectual property rights.|
|9.2||All deliverables, Contents, works, and materials containing the Intellectual Property of the Licensor, including but not limited to digital characters and their likenesses, digital props, sounds, illustrations, graphics, and other media, which are produced, used, made, whether form part of the Contents, in the production of the Contents, throughout the world now or hereafter, shall be the sole and exclusive property of the Licensor. The Licensee shall assign and agree to assign to the Licensor all rights, title, and interests in all worldwide Intellectual Property rights in any derivative works relating to the Contents created by the Licensee.|
Article 10. General Terms
Assignment. The Licensee shall not sublicense, subcontract, delegate, assign, or transfer any of the rights granted hereunder without the Licensor's prior written consent.
Confidentiality. The Licensee shall keep confidential all confidential data, reports, records, processes, know-how, and other information under development, control, or possession relating to the Contents, whether or not marked as confidential or proprietary as confidential, and not disclose, discuss or reveal such information to a third party without the prior written consent of Licensor, unless the Licensee is required to disclose any such information by applicable laws, in which case the Licensee shall inform the Licensor of such requirement and give the Licensor a reasonable opportunity to contest such requirement or to seek a protective order or a stay of such disclosure order.
Governing law. The validity, fulfillment, interpretation, and effect of the LTC shall be governed by the laws of the Republic of Korea without regard to the Act on Private International Law or any other principles of conflicts of law.
Dispute Settlement. All disputes, controversies, or claims for damages related to, arising from, or in connection with the LTC and the interpretation, breach, termination, or validity hereof (“Dispute”) shall be submitted to and finally resolved by an arbitration submitted to KCAB in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board upon written notice of either Party (“Arbitration Notice”). However, if the rules of KCAB conflict with Article 8.2 hereof, the provision of Article 8.2 shall prevail.
Notice and Communication. All notices related to the LTC shall be sent to the receiving party by hand, registered mail, certified mail to the business address of the Licensor and the Licensee or other address subsequently designated by either party in writing, or via email. All notices and correspondence are considered valid:
No waiver of rights. The failure of either party to enforce at any time any provision of this Agreement shall not constitute a waiver thereof, or of the right to thereafter enforce such provision, or to claim damages or to terminate this Agreement for any subsequent or continuing default of such or any other provision.
Severability. If any provision of this Agreement should be found legally invalid, void or unenforceable in whole or in part, the remaining provisions hereof shall not be affected thereby, and the parties shall promptly replace such provision by a reasonable new provision which as far as legally and practically possible approximates what the parties intended by such original provision, to carry out their purpose hereunder.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior discussions, negotiation, representations and agreements, written or oral, between the parties, with respect to the subject matter hereof. No modification, alteration or waiver of this Agreement shall be binding upon either party unless in writing and signed by each party or its duly authorized representative.