CONTRIBUTORS’ Terms OF SERVICE
Effective date: 23rd of October 2017
These Terms of Service (hereinafter, referred to as the “Terms”) for the online platform https://Daiokan.com (hereinafter, referred to as “Daiokan” and the “Website”) constitute a binding legal agreement between the photographers contributing to Daiokan (hereinafter, referred to as the “Contributors”, “you”, and “your”) and [Jam International], a [Belgian] company, having a registered office at [117 rue saint Denis, 1190 Forest , Belgium] (hereinafter, referred to as the “Company”, “us”, “we”, and “our”).
These Terms outline and govern (i) your use of Daiokan, (ii) your rights and obligations related to the photos, images, metadata, keywords, and titles that you upload onto Daiokan (hereinafter, collectively referred to as the “Content”), and (iii) the ways we treat the Content submitted by you.
By using Daiokan, you agree to be legally bound by these Terms. In case you do not agree with one or more provisions of these Terms, please do not use Daiokan. You are authorized to use Daiokan only if you agree to these Terms.
1. About Daiokan
1.1 Daiokan is an online platform allowing photographers to contribute to Daiokan and, in exchange, receive royalties.
1.2 Daiokan is not intended to be used by Contributors that are younger than 18 years old.
1.3 The relationship between the Contributors and the Company is that of independent contractors and does not form a partnership, joint venture, employment, franchise or agency relationships.
2. The Account
2.1 You can sign up for Daiokan by creating a user account (hereinafter, referred to as the “Account”) directly on the Website or by using your Facebook and Google accounts.
2.2 By using Daiokan and registering your Account, you agree to provide only true, accurate, complete, and up-to-date information, including, your personal data, information about the equipment used to create the Content, information about the location in which the Content was captured, and other information related to the Content. You agree to update your Account as soon as any changes in your information occur to ensure that your Account is up-to-date, true, accurate, current, and complete.
2.4 Your Account is not transferrable.
2.5 You can remove the Content and delete your Account at any time through the user interface available on the Website or contacting us at [email protected]
2.6 The Company may, in its sole discretion, refuse the registration of or cancel your Account and terminate your use of Daiokan if the Company has a reason to believe that your use of Daiokan violates these Terms and it is appropriate, necessary or desirable to do so. We will notify you at least 7 days prior such a cancellation. Please note that the Company may retain any royalties payable to you hereunder as liquidated damages.
2.7 The deletion or cancellation of your Account will result in a complete erasure of the Content. If your Account is deleted or cancelled, the Company will: (i) deactivate and permanently delete your Account and your Content; and (ii) terminate all your rights granted by these Terms.
2.8 Please note that your Content cannot be recovered after the deletion or cancellation of your Account is executed. It is your responsibility to ensure that all your Content is backed up before the deletion or cancellation of your Account. You agree not to hold the Company liable for any loss or damage of data resulting from the deletion or cancellation of your Account.
2.9 Account security. By using Daiokan, you agree to: (i) use your Account in a secure and confidential manner; (ii) immediately notify the Company of any unauthorized use of your login credentials; and (iii) use a secure encrypted connection to communicate with the Company and utilize Daiokan.
3. Company’s Content
3.1 Some of the content published on the Website is owned by the Company (hereinafter, referred to as “Company’s Content”), its partners, agents, licensors, vendors, and/or other content providers. Company’s Content includes, but is not limited to, intellectual property assets, such as registered and non-registered trademarks, logos, service marks, and domain names, images, source code, and text. We would like to inform you that Company’s Content is protected by the intellectual property law of [Belgium] and the applicable international intellectual property treaties. Unless otherwise provided in these Terms, you are not allowed to use any Company’s Content in any way without obtaining a prior consent from the Company.
4. Guidelines for your Content
4.1 Daiokan provides you with the possibility to submit comments on the Website in a form of text and images (hereinafter, referred to as the “Comments”).
4.2 By using Daiokan and posting Content and/or Comments, you agree not to submit any Content and/or Comments or other material that:
(i) violates any applicable laws;
(ii) contains malware (e.g., viruses, worms, Trojan horses) or redirects to websites containing malware;
(iii) is copied from another source;
(iv) is ethnically, racially, or otherwise objectionable;
(v) is sexually explicit, libelous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene;
(vi) advertises or encourages the use of tobacco or alcohol;
(vii) advertises or encourages the use of illegal substances;
(viii) is a form of spam or other illegal messaging;
(ix) contains links to other websites;
(x) does not contain a solid content;
(xi) is embedded with a watermark, name, copyright notice, and other protective measures;
(xii) is a part of public domain content;
(xiii) features persons captured without their prior consent.
4.3 By posting your Content and/or Comments on the Website, you grant the Company unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce your Content and/or Comments. The authorship of the Content remains with the Contributors.
4.4 We reserve the right, in our sole discretion, to refuse to upload, modify, delete or remove any Content and/or Comments which violate these Terms. Notwithstanding the foregoing and subject to Company’s discretion, modified, deleted, or removed Content may be made available to those customers who previously downloaded it.
4.5 By uploading the Content, you acknowledge and agree that you will be solely responsible and liable for any claims, costs, expenses, liabilities, losses, and damages arising out or in connection with your Content.
5.1 When registering your Account, you can provide your consent for receiving our newsletter. You can also subscribe for our newsletter by using “Sign up for newsletter” functionality which is available on the Website.
5.2 You can unsubscribe from our newsletter by using the unsubscribe link included in any newsletter submitted by the Company to you.
6. A license to use Daiokan
6.1 We grant you a personal, revocable, non-exclusive, non-transferable, limited license to use Daiokan pursuant to these Terms.
6.2 You are not allowed to use Daiokan for the purpose of transferring your Content to a single customer or to a small number of customers chosen by you. Your failure to comply with this prohibition may result in penalties, such as retaining any accrued but unpaid royalties and termination of your license to use Daiokan.
6.3 Unless otherwise stated in these Terms, you are not allowed to: (i) distribute Company’s Content and content published by other users of Daiokan; (ii) copy Company’s Content and content published by other users of Daiokan; (iii) disassemble, make alterations, decompile, reverse engineer, translate, adapt Company’s Content and content published by other users of Daiokan; and (iv) distribute, rent, loan, use, lease or attempt to grant other rights to Company’s Content and content published by other users of Daiokan.
7.1 Royalties. The Company shall remunerate you with royalties for each unique purchase of your Content and a personalized product containing your Content, subject to the royalties schedule available at Daiokan.com.
7.2 If your Account is cancelled for a breach of these Terms, the Company may retain any royalties payable to you as liquidated damages.
7.3 Taxes. Please note that the royalties received by you may be subject to personal or corporate income tax and other taxes applicable in your jurisdiction. To see whether you will need to pay tax on the income derived through Daiokan, please consult a local tax professional.
7.4.1 The royalties for the Content will be paid to you through your Account monthly for the Content purchased by customers during the preceding month. Please note that the payments of royalties are processed automatically and you do not need to request them.
7.4.2 Daiokan accounting period is equal to one calendar month. The minimum payout amount per accounting period is 500 EUR. If, during the accounting period, you do not reach the minimum payout amount indicated above, the unpaid amount will be transferred to the succeeding accounting periods, until you reach the minimum payout amount. In case you delete your Account, you thereby forfeit any royalties unpaid by the date of deletion of your Account.
7.4.3 In case the Company makes an overpayment to you, the Company reserves the right to (i) request you to return your accrued royalties or (ii) deduct an amount equal to the overpayment from the royalties payable to you.
7.4.4 All payments of royalties are processed by our third party payment processors (hereinafter, collectively referred to as the “Third Party Payment Processors”), including, but not limited to, PayPal (Europe) S.à r.l. et Cie, S.C.A. having an address at 22-24 Boulevard Royal, L-2449 Luxembourg (https://www.paypal.com). You agree that we shall not be liable if the Third Party Payment Processors decline or refuse to process the payments of royalties made by us for reasons outside of our reasonable control.
7.5 Refunds. In case customers of Daiokan request a refund and the Company processes a chargeback in relation to your Content, the Company may recoup royalties paid to you in connection to the refunded Content. The royalties shall be deducted from your Account after notifying you about the recoupment through your Account at least 7 working days in advance.
8. Your warranty to the Company
8.1 You represent and warrant that: (i) you will not use Daiokan in a way that violates any applicable law; (ii) your age is at least 18 years and you are legally eligible to enter to a contract in your jurisdiction; and (iii) you will use Daiokan and submit your Content strictly in accordance with these Terms.
10.1 We put reasonable efforts to ensure that Daiokan is always available. Nevertheless, we cannot guarantee that Daiokan would be always available because the availability of Daiokan may be affected by factors, which we cannot control, e.g., bandwidth problems, equipment failure, or acts of God. We do not accept any responsibility for the unavailability of Daiokan caused by such factors.
11. Third party links
11.1 The Website may contain links to websites owned by third parties. We are not responsible neither for the content nor the privacy practices of websites owned by third parties.
12. Copyright infringement claims
12.1 The Company respects the legitimate rights of copyrights owners and puts reasonable efforts to ensure that the rights of the Contributors are not violated by customers or other parties and vice versa.
12.2 If you have a reason to believe that your Content has been misused in any way, please contact the Company immediately. The Company shall investigate the matter and return to you as soon as possible but no later than within 7 working days.
12.3 You agree not to take any action individually with regard to a possible misuse of your Content, without receiving Company’s prior written consent to such action.
13. Disclaimer of warranties
13.1 TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE PROVIDE DAIOKAN ON “AS AVAILABLE”, “AS IS”, AND “WITH ALL FAULTS” BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE RELIABILITY, SUITABILITY, AND ACCURACY, FOR ANY PURPOSE, OF DAIOKAN. WE HEREBY DISCLAIM ALL WARRANTIES REGARDING DAIOKAN AND ITS OPERATION.
14. Limitation of liability
14.1 UNLESS OTHERWISE STATED IN THE APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED DAMAGES ARISING OUT OR IN CONNECTION WITH DAIOKAN.
15.1 To the extent permitted by the applicable law, you indemnify and agree to defend the Company, its affiliates and their respective officers, directors, employees and agents, against any claims, liabilities, actions, proceedings, demands, costs, charges and expenses which the Company may incur or suffer as a result of: (i) your access and use of Daiokan; (ii) your failure to comply with these Terms; and (iii) your violation of any laws and third party rights.
16. Term andtermination
16.1 These Terms enter into force upon an express consent of the Contributors and remain in force until terminated.
16.2 We may, at our sole discretion, terminate these Terms at any time without a prior notification to you. In addition, your rights under these Terms will be automatically terminated if you do not comply with any provision of these Terms.
16.3 After the termination of these Terms, all legal rights granted to you pursuant to these Terms will terminate. Upon termination, you shall stop using Daiokan.
17. Governing law
17.1 The Terms shall be governed by the laws of [Belgium].
17.2 All disputes arising out of or in connection with these Terms shall be resolved by the courts in [Brussels, Belgium].
18. Amendment of the Terms; severability
18.1 We reserve the right to amend or modify these Terms from time to time by sending you a message or an email and posting an amended version of the Terms on this webpage. We may seek for your express consent to the changed Terms. In case you continue using Daiokan after receiving such a message or an email or providing an express consent, you agree to the changes of the Terms.
18.2 In the event that any provision of these Terms is unlawful, void or unenforceable, such a provision shall be deemed to be severed from these Terms. The validity and enforceability of the remaining provisions of these Terms shall not be affected as a result.
19. Contact us
19.1 Please feel free to submit your support query to us. You can do this by sending an email to [email protected] or by using the contact form available on the Website.
19.2 Our other contact details are:
Company: Daiokan S.A
Company registration number: Be0690.950.794
Address:117 rue saint Denis, 1190 Forest , Belgium
Email address: [email protected]
Phone number: +32475733737
Tax registration number: BE0451.043.070
20. Last amendment
20.1 These Terms have been last amended on 23rd of October 2017.