SERVICE AGREEMENT

“Business Day” means a day on which licensed banks in Korea are generally open in Korea for a full range of business (excluding Saturdays, Sundays, public holidays and any other days licensed banks remain closed in Korea).

“Content(s)” means videos, images, 3D graphics and all other public art works offered by the Service Providers as part of the LED.ART Service and licensed to the User pursuant to the LTC.

“LED.ART Service” means i) the services digitally provided through the LED.ART Website; and ii) any Additional Services agreed and provided by the Licensor as further described in Article 3.1 of this STC and the License Agreement.

“LED.ART Website” means https://led.art and any other online webpages officially provided by the Service Providers in connection with the LED.ART Service.

“License Agreement” means the final contract to be issued to the User setting out matters related to the LED.ART Service and Contents used by the User.

“License Fee” means:

1. the provisional fees offered on the LED.ART Website upon the User’s selection of the Contents and License Duration thereon; and
2. where any Additional Services are provided by the Service Providers, the final license fee agreed and specified in the License Agreement.

“LTC” means the general terms and conditions of the license relating to the Contents accessible via the LED.ART Website.

Any use of the LED.ART Website and the Contents (regardless of whether expressly authorized or unauthorized by the Service Provider) shall be construed as the User’s agreement to the use of the LED.ART Service pursuant to this STC and the LTC.

The LED.ART Website is owned by LED.ART. Unless otherwise indicated, all of the Contents featured or displayed on the LED.ART Website, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software and the selection and arrangement thereof, is Intellectual Property owned by LED.ART, its licensors or its third-party partners. All elements of the LED.ART Website, including the Contents, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property, as further described in Article 11.

Prohibited Use

The User is specifically prohibited from: (a) downloading, copying or re-transmitting any or all of the LED.ART Website and the Contents without, or in violation of, a written license or agreement with LED.ART; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the LED.ART Website or the Contents by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing or attempting to register, subscribe or unsubscribe any party for any Contents or service if not expressly authorized by such party to do so; (e) reverse engineering, altering or modifying any part of the LED.ART Website or the Contents; (f) circumventing, disabling or otherwise interfering with security-related features of the Website or any system resources, services or networks connected to or accessible through the LED.ART Website; (g) selling, licensing, leasing or in any way commercializing the LED.ART Website or the Contents without specific written authorization from LED.ART; (h) using the LED.ART Website or the Contents other than for its intended purpose; or (i) use the LED.ART Service in a way that damages the reputations of the Service Providers and other third parties, or interfere with their business. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

The User represents and warrants that they will comply with all applicable laws and regulations, including, without limitation, those relating to the internet, data, e-mail, privacy, and the transmission of technical data.

The Service Providers may temporarily suspend the LED.ART Website for reasons such as maintenance, inspection, replacement and IT failure.

The LED.ART Service generally includes the following:

Digital services via the LED.ART Website

3.1.1 collection, arrangement, curation and supply of the Contents on the LED.ART Website, updated time to time;

3.1.2 arrangement for sales order and license agreement including the provision of preliminary license fee quotation through the LED.ART Website;

Customer services 

3.1.3 consultation and recommendations in relation to the aesthetic and visual effects of the Contents;

3.1.4 consultation and recommendations in relation to the general technical specifications required for the adequate use of the Contents;

Delivery

3.1.5 delivery of the Contents to the User in electronic format; and

3.1.6 general technical guidance for the installation of the Contents.

Additional Service

Subject to Article 3.2, at the Service Provider’s discretion and where technically feasible, the Service Provider may provide the following services (each an “Additional Service”):

3.2.1 adjust the dimension, resolution, size or scale at aspect ratio of the Contents for the adequate fit of the Contents within the User’s chosen display;

3.2.2 add or cut frame around the Contents for the adequate fit of the Contents within the User’s chosen display; and

3.2.3 any other services reasonably required by the User over and above the standard services set out in Article 3.1 above.

The User shall apply for a license of the Contents as follows:

4.1.1 search and select the Contents on the LED.ART Website;

4.1.2 confirm the provisional quotation automatically generated on the LED.ART Website;

4.1.3 provide the following information:

1. user or agent contact information such as name, address, phone number, email address;
2. site information where the Contents are intended to be used;
3. technical information in relation to the proposed display method and specification;
4. target completion date; and

4.1.4 confirm agreement to the LTC and the privacy policy, and submit the order on the LED.ART Website.

Upon receipt of the User’s order through the LED.ART Website, the Service Provider shall:

5.1.1 verify the information provided by the User for KYC purposes in accordance with the Service Provider’s customer acceptance policy and Intellectual Property risk assessment policy; and

5.1.2 verify the technical serviceability based on the technical information provided by the User.

The Service Provider may contact the User to:

5.2.1 request any further information required for the KYC verification set out in Article 5.1 above;

5.2.2 subject to further agreement, propose any Additional Service(s) where the User’s display method or specification requires adjustment to the original Content; and

5.2.3 subject to further agreement, propose alternative target completion date where the User’s proposed target completion date is technically unachievable.

Subject to the Service Provider’s discretion, the Service Provider may decline the User’s order if:

5.3.1 the order does not comply with the Service Provider’s KYC policies;

5.3.2 the order is materially difficult to accept due to the technical limitation in the User’s display method or specification; or

5.3.3 the target completion date has not been agreed.

If the Service Provider wishes to accept the User’s order, the Service Provider shall issue to the User:

5.4.1 an order confirmation notice; and

5.4.2 a draft license agreement which shall set forth matters relating to the Contents to be licensed by the User including but not limited to the agreed target completion date, the scope, and fees for any Additional Services accepted by the User.

The Service Provider and the User shall endeavor to execute the License Agreement within 5 Business Days after the date of first issue of the draft agreement.

In the event of any inconsistency between this STC, any sales order or the License Agreement, the terms of the License Agreement shall prevail.

Any unauthorized use of the LED.ART Service, the LED.ART Website, or the Contents shall be construed as the User’s agreement to this STC and the LTC as the final agreement.

In consideration of the services provided pursuant to this STC and the Contents licensed pursuant to the LTC, the User shall pay the License Fee.

The License Fee shall be paid in full within 5 Business Days of the execution of the License Agreement.

All consideration and any other payments due under this STC or the License Agreement shall be:

6.3.1 made in [USD] by wire transfer to the Licensor’s designated bank account; and

6.3.2 made in full without deduction of taxes, charges or duties, including bank charges and currency exchange fees.

at no charge, prior to making the payment of the License Fee;

at 90% of the License Fee, after the payment of the License Fee and prior to the delivery of the Contents, in which case, the Service Provider will refund 10% of the License Fee to the User; or

at 100% of the License Fee, after the delivery of the Contents by the Service Provider.

Upon receipt of the License Fee, the Service Provider will endeavor to deliver the Contents to the User within 5 Business Days unless otherwise agreed and specified in the License Agreement.

The Contents shall be delivered electronically in a downloadable format.

Except for warranties expressly set forth in this STC, the Service Provider makes no warranty whatsoever as to the Contents or the results to be obtained therefrom (including, but not limited to, technical fitness, merchantability, suitability for a particular purpose and non-infringement).

The User accepts and agrees that the Service Provider has relied entirely on the information provided by the User or its agents in relation to the technical specification of the User’s display equipment. The User shall make its own technical assessment and satisfy itself that the Contents can be adequately installed, played, and displayed on the User’s display equipment. The mere delivery of the information to the Service Provider shall not be construed as any acknowledgement, admission, or condition that the Contents are fit for the User’s equipment or purpose.

The License User represents and warrants that:

9.3.1 the License User has the full capacity and authority to enter into this STC and the License Agreement; and

9.3.2 the operation of the Contents at the User’s site complies with all applicable permits, licenses, authorizations, laws, and regulations.

In the event of breach of Article 2.3, the User 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.

The Parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in Article 10.1 above 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 User, (iii) one of the reasons for the Service Provider and the User reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages.

“Intellectual Property” means 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.

All deliverables, Contents, works and materials containing Intellectual Property of the Service Provider 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 Service Provider. The User shall assign and agree to assign to the Service Provider all rights, title and interests in all worldwide Intellectual Property rights in any derivative works relating to the Contents created by the Service Provider.

In the event that the User has any opinions or complaints to express or raise with the Service Providers in relation to this STC, the User shall first notify the Service Providers’ customer center at cs@led.art.

The Service Providers shall endeavor to resolve any complaints, inquiries and any other opinions submitted by the User within a reasonable time frame and inform the User if prompt resolution is not feasible.

Assignment. The User shall not sublicense, subcontract, delegate, assign, or transfer any of the rights granted hereunder without the Service Provider’s prior written consent.

Confidentiality. The User 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 Service Provider, unless the User is required to disclose any such information by applicable laws, in which case the User shall inform the Service Provider of such requirement and give the Service Provider 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 STC 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 STC and the interpretation, breach, termination or validity hereof (“Disputes”) shall be submitted to and finally resolved by an arbitration submitted to KCAB in accordance with the International Arbitration Rules of KCAB upon a 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.

13.4.1 The venue of arbitration shall be (KCAB) in Seoul, Korea. KCAB shall have the authority to appoint the arbitrator.

13.4.2 There shall be one (1) arbitrator. The Parties shall emdeavor to jointly appoint such arbitrator, but if the Parties fail to agree on the appointment of an arbitrator within ten (10) days of the first suggested nomination of an arbitrator by a Party, at the request of a party the arbitrator shall be appointed by the KCAB.

13.4.3 The language to be used in the arbitration proceedings shall be Korean.

13.4.4 The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal .

13.4.5 When any Dispute occurs and when any Dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfil their respective obligations and shall be entitled to exercise their rights under this Agreement.

13.4.6 The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

13.4.7 Any Party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

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

13.5.1 If delivered by hand, when delivered;

13.5.2 If sent by express courier, at 10 am on the second (2) Business Day following the date of sending; provided that where the delivery or transmission occurs after 6 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day. References to time in this Article 13.5 are to local time in the country of the addressee; or

13.5.3 If sent via email, when the email is transmitted to the information processing system that manages the email address of the receiving party.

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.