Terms and Conditions

Agreement on upload of Digital Art for FRAMED

This Agreement is entered into by and between FRM ltd. and you (hereinafter, “Artist”) with regard to FRM Ltd. for FRAMED gallery (defined in Article 1) on FRAMED Device (defined in Article 1) representing Artist in the licensing of Digital Art (defined in Article 1) for which Artist owns the copyright, under the terms and conditions herein:

Article 1 (Definitions)

1. FRAMED is a trademark of FRM ltd. a business consisting of the production of FRAMED devices and operation of FRAMED Gallery.

2. “Digital Art” means a video image, picture image, moving image, software and/or other contents prepared by Artist that is scheduled for reproduction through FRAMED Shell, the operating software application on FRAMED Device or any pre-determined FRAMED delivery system. Description of said content is set forth in Attachment 1.

3. “FRAMED Device” means an electronic device required specifically for reproducing contents licensed by Artist to User (defined below).

4. “FRAMED Gallery” means a marketplace on the Web in which Digital Art is licensed for a fee to User by FRM ltd. as representing Artist.

5. “FRAMED Shell” means a software application required for the reproduction of Digital Art.

6. “User” means a registered party (including an individual and/or a corporation) which can purchase a license for Digital Art to be displayed on Framed Device.

7. “Framed License” means an agreement between Artist and User, with Artist granting non-exclusive rights to display an edition of Digital Art on a Framed Device.

Article 2 (Granting of right to exclusive representation in licensing of the Digital Art)

1. Artist agrees that the stipulations of this Agreement are applicable with regard to licensing of the Digital Art for which a written confirmation in Attachment 1 was concluded with FRM ltd.
2. Artist shall grant User a non-exclusive license for reproduction of Digital Art on FRAMED Shell, and FRM ltd. shall be granted the authority to exclusively conduct the procedures for granting the licenses.
3. FRM ltd. shall establish, manage and operate FRAMED Gallery, prepare and exhibit Digital Art or a Digital Art that has been degraded, such as a thumbnail or a screen shot as necessary, (hereinafter, the “Digital Art for Exhibition”) and endeavour to expand the opportunities to grant non-exclusive licenses to Digital Art.
4. FRM ltd. shall have the authority to prepare the Digital Art for Exhibition, the authority to exhibit the Digital Art for Exhibition in the FRAMED gallery (including the authority to decide what location and in what screen of the FRAMED gallery to exhibit the Digital Art for Exhibition), and the complete authority over the dates, length of time and other matters affecting exhibition of the Digital Art for Exhibition in the FRAMED gallery at the discretion of FRM ltd., and Artist shall not express any objection to this.
5. Artist agrees that FRM ltd. may temporarily permit the reproduction of the Digital Art to a third party, including User, for no fee in order to promote the granting of a license for the Digital Art.

Article 3 (Consent to transfer a license)

Artist shall beforehand consent to transfer of the non-exclusive license for the Digital Art, which was granted for a fee to User in the FRAMED Gallery, again from User to a third party in the FRAMED gallery without any payment or notice to Artist.

Article 4 (Digital Art performance guarantee and defect compensation)

1. Artist shall guarantee that Digital Art in FRAMED gallery, for a three (3) year period as of when the last license is granted (hereinafter, “the Warranty Period”), will function as normally envisaged in terms of the quality of Digital Art, such as Digital Art starting up on FRAMED Shell and Digital Art being able to maintain continuous reproduction for at least 24 hours.
2. Artist shall, during the Warranty Period, if a defect in the starting up or functioning of Digital Art is ascertained, within 30 days of ascertaining such, correct or restore the Digital Art at no charge.
3. There are cases in which data other than the Digital Art (hereinafter, simplified as “the External Data”) must be downloaded in order for the Digital Art to function normally, such as the necessity for importing the External Data on the Internet whenever the Digital Art functions, and if the Digital Art does not function normally, such as when the method by which the External Data is provided changes or is terminated after a license is granted for the Digital Art, Artist shall, notwithstanding whether it is during the Warranty Period, within 30 days of ascertaining that the Digital Art does not function normally, restore the Digital Art at no charge.
4. If Artist does not fulfil the warranty stipulated in this article, correct the defect or restore, or if Artist is unable to fulfil the warranty stipulated in this article, Artist shall bear an obligation to compensate the loss incurred by FRM ltd.

Article 5 (FRAMED gallery licensing fee)

1. The licensing fee for non-exclusive usage of the Digital Art (hereinafter, “the Licensing Fee”) is decided by the Artist at the Artwork upload process.
2. FRM ltd, as representative, shall receive payment of the Licensing Fee on behalf of Artist.

Article 6 (Payment to the Artist)

1. Artist shall be compensated by FRM ltd. for the sale of each Digital art as per price set in the submission process by the Artist minus 30% administration fee. Payment of this compensation will be as follows: Proceeds will be distributed every 3 months.

Article 7 (Representations and warrants of Artist)

1. Artist, during the term of this Agreement, represents and warrants as follows:

   • Artist exclusively and legally holds the copyright to the Digital Art, and the exclusive copyright to the Digital Art of Artist is not subject to the rights of a third party, and has absolutely no encumbrances such as a pledge to transfer to a third party.

   • The Digital Art is not the secondary work of a third party

   • With respect to the Digital Art, no claim, demand or other notice has been received from a third party to the effect that rights have been infringed or otherwise that the Digital Art infringes on the rights of a third party

   • Artist has not transferred to a third party all or in part the copyright to the Digital Art

   • Artist, excluding provision of the Digital Art pursuant to this Agreement, has not provided a duplicate of the Digital Art to a third party notwithstanding whether for a fee or no fee

   • Artist, if a duplicate by printing, photography, copying or other method is produced of the Digital Art created for FRAMED gallery, or if a product using a reproduction of the Digital Art is made (which includes but not limited to books and other publications and/or accessories), shall obtain prior consent of FRM ltd. This is with the proviso, however, that this does not apply if exhibited on the Artist’s own Website as the creative work of the Artist in a format that cannot be downloaded, if used for Artist’s temporary exhibition of the Artists creative works and if used clearly degraded compared to the Digital Art for the purpose of announcing the Artist’s own portfolio (here, “clearly degraded” includes but is not limited to a significantly lower resolution than the Digital Art, a still of the moving image, a change in format or such).

   • FRM ltd. shall have the following authority with respect to the Digital Art, and Artist shall not express an objection to this.

   • Date and time of public announcement by FRAMED gallery
   • Location of display and display method for Artist’s name by FRAMED gallery
   • Right to change or otherwise alter the Digital Art within the purpose of the exhibition by FRAMED gallery

2. If Artist violates the representations or warrants stipulated in the above paragraph, and FRM ltd. incurs a loss thereby, Artist shall bear an obligation to compensate for such loss.

Article 8 (Violation of intellectual property rights)

1. If FRM ltd. is notified by a third party to the effect that the Digital Art of Artist violates the rights of the third party, FRM ltd. shall promptly notify Artist.
2. If Artist is notified by a third party to the effect that the Digital Art of Artist violates the rights of the third party, Artist shall promptly notify FRM ltd.
3. With respect to the notices of violation stipulated in the above two paragraphs, Artist shall handle and resolve the matter as his/her own responsibility and expense, and FRM ltd. shall bear absolutely no expense.
4. If there is a notice from a third party as stipulated in paragraph 1 and paragraph 2 of this article, FRM ltd. may, at its own discretion, take appropriate measures such as deleting the Digital Art of Artist from the FRAMED gallery.

Article 9 (Term)

This Agreement shall continue in perpetuity as long as not cancelled pursuant to

Article 10 (Prohibition against transfer of rights)

Artist shall not transfer, consign or otherwise discharge the position under this Agreement or the rights or obligations pursuant to this Agreement.

Article 11 (Cancellation)

1. This Agreement may be cancelled if either FRM ltd. or Artist does not fulfil an obligation stipulated in this Agreement, and even if the counterpart makes a demand allowing for a grace period, the recipient of the demand has not cured such breach of agreement.
2. The stipulation in the above paragraph does not prevent a demand for damage compensation.

Article 12 (Measures after cancellation of agreement)

1. Even if this Agreement is cancelled, User and User that receives transfer of a license for the Digital Art from User shall not lose the license for the Digital Art.

2. If this Agreement is cancelled, FRM ltd. shall take the following measures. • Delete from the FRAMED gallery the Digital Art (those for which the license to User has not granted) • FRM ltd. shall not use the Digital Art without individual consent from Artist after cancellation becomes valid. This is with the proviso, however, that it shall retain the authority to take necessary measures in order to hold a reproduction of the Digital Art to maintain the User license and/or to provide such reproduction to User.

3. Even after this Agreement ends, the obligation to maintain confidentiality as stipulated in Article 11 shall survive.

Article 13 (Non-waiver of rights)

Artist acknowledges that even if FRM ltd. does not exercise the rights stipulated in this Agreement, non-exercise of the rights does not constitute a waiver of such rights or stipulations.

Article 14 (Complete agreement)

FRM ltd. and Artist acknowledge that this Agreement replaces and invalidates any prior agreements, approvals or negotiated matters between the parties with regard to the purpose of this Agreement, regardless of whether oral or written, and this Agreement shall constitute a complete and final agreement between the parties.

Article 15 (Governing law and court of jurisdiction)

1. This Agreement shall be governed by and interpreted in accordance with the laws of Japan notwithstanding violation of a plurality of laws and regulations.
2. Any legal disposition, litigation or proceeding with regard to this Agreement or that arises due to this Agreement shall be under the exclusive jurisdiction of the Tokyo District Court.

Article 16 (Headings)

It is acknowledged that the heading stated in parentheses for the various articles of this Agreement are only for the purpose of explaining the content of this Agreement, and have no binding authority.

Article 17 (Discussion)

If there are matters not stipulated in this Agreement, or a question arises concerning a matter stipulated in this Agreement, FRM ltd. and Artist shall endeavour to sincerely discuss the matter, in accordance with the principle of faith and trust, and endeavour to arrive at an equitable resolution.

Date of last update: 12 August 2015