Distribution Services Agreement for Copyrighted Contents
___________________________ (hereinafter, “Company”) and Pixta Inc. (hereinafter, “Pixta”)
hereby agree and enter into this Distribution Services Agreement for Copyrighted Contents
(hereinafter, “this Agreement”) regarding distribution services for digital contents (which means
certain contents data for sale in a computer-readable form including but not limited to videos,
photos and illustrations) upon the terms and conditions set forth below. The Company and Pixta
shall perform this Agreement honestly in good faith in accordance with the terms and conditions of
Article 1 (Appointment of distributor)
1. The Company appoints Pixta, and Pixta agrees, to engage in distribution of certain digital
contents on behalf of the Company.
2. Pixta shall distribute the digital contents, for the purpose of which Pixta is appointed under the
preceding Paragraph, by enabling purchasers to download the digital contents from the PIXTA
through the Internet. “The PIXTA” means the website for downloading digital contents
managed and operated by Pixta for its users in and out of Japan (http://pixta.jp/).
3. If the Company instructs Pixta to distribute the digital contents in any manner other than as set
forth in the preceding Paragraph, the method, conditions and other necessary matters for the
distribution shall be separately discussed and determined by the parties.
Article 2 (Delivery)
1. For the purpose of enabling Pixta to distribute the digital contents on behalf of the Company,
the digital contents held by the Company shall be supplied to Pixta in the manner separately
designated by Pixta. Shipping cost and other charges incurred for the supply shall be borne
by the Company.
2. Pixta is not required to distribute at the PIXTA all digital contents supplied under the preceding
Article 3 (Selling prices, etc.)
Unless otherwise agreed by the parties, selling prices and distribution method of the digital contents
supplied by the Company shall be determined by Pixta as the operator of the PIXTA.
Article 4 (Appointment of sub-distributor)
The Company agrees that Pixta shall cause a third party to perform all or part of the services to
be performed by Pixta hereunder; provided in this case, however, that the third party shall
be subject to the same obligations as are imposed on Pixta hereunder.
Article 5 (Copyright)
All digital contents shall be subject to copyright (including all rights set forth in Articles 27 and 28
of the Copyright of Japan; hereinafter the same) of the Company or a person who has, by contract,
allowed the Company to use or distribute such digital contents; provided, however, that keywords
created in Japanese language for the purpose of distribution of the digital contents at the PIXTA are
copyright of Pixta.
Article 6 (Suspension of distribution of the digital contents in emergency)
If requested in writing by the Company and if deemed reasonable by Pixta, Pixta may suspend the
distribution of all or part of the digital contents.
Article 7 (Payment)
1. Pixta shall receive the service fee of 60% of the selling price paid for the digital contents
supplied by the Company and shall pay the balance of the selling price to the Company in
Japanese yen. If the Company wishes to distribute the digital contents exclusively at the
website of PIXTA and not at any other website inside or outside of Japan, however, the service
fee ratio shall be 55% (or 50% :just for footage content) of the selling price.
2. The payment set forth in the preceding Paragraph shall be made as follows.
(1) Pixta shall calculate and report to the Company the monthly distribution results of the
digital contents supplied by the Company by the end of the next month.
(2) Pixta shall pay to the Company the balance of the selling prices received from purchasers
of the digital contents, less the service fee payable to Pixta under the preceding Paragraph
and withholding income tax in Japan under the Income Tax Law of Japan, by remittance
in Japanese yen to the bank account designated by the Company no later than the last day
of the second month after the month of sale; provided, however, that remittance charges
shall be borne by Pixta and that the monthly payment balance less than 30,000 yen shall
be carried over to the next or subsequent month(s) as the case may be.
Article 8 (Representations and warranties, etc.)
1. The Company represents and warrants to Pixta that all digital contents to be supplied to Pixta
hereunder are copyright of the Company or a person who has, by contract, allowed the
Company to use or distribute such digital contents.
2. The Company represents and warrants to Pixta that the Company has obtained permissions
from the portrait subjects and holders of any other related rights to the digital contents to be
supplied to Pixta for the distribution of the digital contents hereunder.
3. In the event of any dispute relating to a copyright or any other right to the digital contents
supplied to Pixta, the Company shall solve the dispute at its own responsibility and expense.
4. If Pixta suffers any damage due to a dispute relating to a copyright or any other right to the
digital contents supplied to Pixta, Pixta may claim damages from the Company, including
reasonable attorney fees. The Company shall pay the damages to Pixta no later than the day
designated by Pixta.
Article 9 (Damages)
1. Pixta shall manage the digital contents with the due care of a good manager.
2. If the Company suffers damage due to gross negligence of Pixta in the management of the
digital contents, the Company may claim damages from Pixta; provided, however, that the
liability of the Company shall be limited to direct and actual damages.
Article 10 (No assignment)
Neither the Company nor Pixta may assign, transfer or pledge any of their respective rights and
obligations hereunder to a third party without prior written approval of the other party.
Article 11 (Confidentiality)
The Company and Pixta shall use the information obtained hereunder exclusively for the purpose of
the performance of this Agreement and shall not disclose such information to any third party for any
purpose other than for the performance of this Agreement without prior written consent of the other
party, except for:
(1) the information that has already been in the public domain at the time of disclosure by the
(2) the information that has become public after disclosure by the other party for any reason
not attributable to the receiving party;
(3) the information that has already been in the possession of the receiving party at the time
of disclosure by the other party;
(4) the information disclosed by a third party who has duly been authorized to do so; and
(5) the information, disclosure of which is required by applicable law or government agency
or else for a reasonable purpose.
Article 12 (Effective term)
1. This Agreement shall remain in effect for three years from the date hereof.
2. Unless otherwise notified by the Company or Pixta in writing to the other party no later than
one month prior to the date of expiration of the term hereof, this Agreement shall automatically
be renewed for another one year upon the same terms and conditions, which shall apply to the
subsequent terms hereof.
Article 13 (Matters after termination of this Agreement)
1. All copyrighted contents supplied by the Company hereunder shall be returned to the
Company promptly after termination or expiration of this Agreement. The copyrighted
contents difficult to be returned shall be destroyed or erased. Pixta may, however, maintain
backups of the digital contents to the necessary extent after termination of the services
hereunder, if it has good reason to do so, including but not limited to, for the purpose of
continuous provision of maintenance services to its users.
2. In addition to the proviso of the preceding Paragraph, Pixta may continue to grant license to its
customers after the termination of this Agreement with respect to the digital contents
distributed by Pixta to such customers prior to the termination of this Agreement and the
customers may continue to use such digital contents purchased from Pixta freely without any
restriction. For this purpose the Company shall continue to take all effective legal measures
to enable Pixta and its customers to continue their use of the digital contents.
Article 14 (Termination of this Agreement)
1. The Company or Pixta may terminate this Agreement, if it becomes impossible to perform this
Agreement due to a natural calamity or any other event of force majeure or for any reasonable
cause preventing the party to continue this Agreement.
2. The Company or Pixta may terminate this Agreement immediately, if the other party:
(1) fails to comply with any provision of this Agreement, and further fails to cure such failure
within a reasonable period notified by the non-defaulting party;
(2) commits an act of grave betrayal;
(3) is the issuer or endorser of any bill or check that is later dishonored;
(4) receives an order or notice of attachment, provisional attachment or provisional
disposition or becomes subject to a disposition to collect tax or other public charges
(5) files or is filed a petition for commencement of bankruptcy proceedings, civil
rehabilitation proceedings or corporate reorganization proceedings;
(6) resolves to reduce its capital, to discontinue or make any material change to its business
operations or to dissolve or wind up; or
(7) receives an order or notice of cancellation of business registration or license, suspension
of business or similar disposition from a competent authority.
3. If the Company or Pixta suffers damage due to any of the acts of the other party set forth in the
preceding Paragraph, it may claim damages from the other party, whether or not it is going to
terminate this Agreement.
Article 15 (Amendments to this Agreement)
Any matter not stipulated in this Agreement or any question arising from or in connection with this
Agreement shall be discussed and determined by the parties.
Article 16 (Governing law; Agreed jurisdiction)
1. This Agreement shall be governed by the laws of Japan.
2. The Company and Pixta agree that the Tokyo District Court of Japan shall be the exclusive
court of first instance for any legal dispute arising from or in connection with this Agreement.
Article 17 (Special clause)
IN WITNESS WHEREOF, the Company and Pixta shall prepare this Agreement in duplicate in
both Japanese and English languages, affix their respective names and seals thereon and keep one
copy each. In the event of any discrepancy between the Japanese and English versions, the
Japanese version shall prevail.
(The Company) Address:
(Pixta) Address: JS Shibuya Building, 9th floor
3-8-10 Shibuya, Shibuya-ku, Tokyo
Daisuke Komata, Representative Director