Article 1 Purpose
The purpose of this Agreement is to confirm the matters agreed between the Individual, Creator, authorized agent, Production (“the Circle”), and CuriousFactory, LLC (“Company”) upon the execution of this Agreement.
This Agreement may be updated without notice and the Circle is required to abide by the latest Agreement. Company encourages the Circle to check back for the latest update.
Article 2 Details of the Services
This agreement becomes effective at the point when the Circle register for our Service (“Service”) until the Circle terminates its registered status with Company.
In connection with the services, the Circle consigns to Company, and Company provides, the following Service set forth in this Agreement.
Services Company will provide to the Circle:
(i) Register Circle’s product (“Product”) on distribution channel(s) specified on Circle Registration, on behalf of the Circle
(ii) Collect product sales from each channel and make consolidated payment to the Circle
(iii) Company will carry out the following billing and payment services (the “Billing and Payment Services”) :
– Serves as sales manager;
– Submission of sales reports; and
– Service for collection of sales proceeds;
(iv) Company will carry out any other services separately agreed upon between the Circle and Company
Article 3 Termination of Sales and Distribution
Company may immediately terminate product sales and distribution without giving any notice or demand whatsoever if we find the product:
(i) Contains unethical contents;
(ii) Contains illegal contents and expressions;
(iii) Company and its distribution channels consider unsuitable;
(iv) Any other circumstance that Company consider unsuitable.
Article 4 Consultation
The Circle and Company shall settle any matters not provided for in this Agreement or any doubts regarding the interpretation of this Agreement upon consultation in good faith.
Article 5 Sales Price and Payment
In order for us to supplement yen exchange rate and added exchange fee by international bank wire, Yen exchange rate on the 28th of closing month is used to calculate the actual payment value in dollar, with possible yen fluctuation buffer of 5-7 yen.
*For the latest yen rate, check Yahoo!® Finance
*10% Japanese sales tax will be added to Store Price upon purchase and charged to the customer.
* $ equivalent listed above is generated based on the recent yen rate and is subject to change.
*Company’s Service Fee for sales on other store (Other than DLsite) will be about 25% of price each store designate as Your Price.
Please be advised that the total sales of the Circle’s product must reach at least $100 in order for Company to make a payment to the Circle. If your total product sales did not reach $100 in the current month, the balance is carried over to the next month and no sales report is issued.
Payment is made within 30 days after the closing date of the current month.
Article 6 Legal
Company distributes the Circle’s Product on Japanese distribution channels and their company and server are located in Japan.
Therefore, Japanese law is applied to all distribution procedure and Products distributed by Company’s Service.
Article 7 Age Requirement
The main person registering for his/her Circle must be at least 18 years old.
Article 8 Digital Millennium Copyright Act
Copyright owners or authorized agents who believe that any content on the Service infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Company with the following information in writing (for further detail, please see 17 U.S.C. 512©(3)):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
DMCA notices may be directed to distribution@curiousfactory.com. You acknowledge that failure to comply with the requirements of this section may invalidate your DMCA notice.
Counter Notice
If the Circle or authorized agents believe your removed content does not infringe, or if you have authorization from the copyright holder, the holder’s agent, or pursuant to law, you may send a counter-notice containing the following information:
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Fairfax County, Virginia, USA and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received, Company may send a copy to the original complaining party informing them the content may be replaced or removed in 10 business days. Unless the copyright holder files an action seeking a court order against the Circle, the removed content may be replaced in 10 to 14 business days or after receipt of the counter-notice, at Company’s sole discretion.
Note:
An ultimate decision for Product hosting and sale is made by the platformer (“Platformer”) who is the host of the sales channel, and while Company can collect required DMCA information from each parties and present them to the Platformer, Company is unable to control the decision of the Platformer and is not responsible of facilitating such decision or be liable of conflict between the parties involved in the DMCA request.
Article 9 Warranty Disclaimer
By using our Service Circle agrees that Company, its officers, employees and agents (“Affiliates”) disclaim all warranties, express or implied, in connection with the services and the use thereof to the fullest extent permitted by law.
Company makes no warranties or representations about the accuracy or completeness of the submitted Product by the Circle and assume no liability or responsibility for any (A) errors, mistakes, legality of expression or inaccuracies of content, (B) Personal injury or property damage of any nature whatsoever resulting from use of our Service, (C) Any and all personal information and/or financial information stored therein, (D) Any interruption or cessation of access to our Services, (E) Any bugs, viruses, Trojan Horses, or the like which may be transmitted to or through our Services by any third party, and/or (F) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services. The Company does not warrant, endorse, guarantee, or assume responsibility for any Product or Service offered by a third party through the Service, and the Company will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of Products or Services.
Article 10 Limitation of Liability
To the maximum extent permitted by applicable law, neither Company, employee, or Company’s affiliates shall be liable in any way for your loss or damage of any kind resulting from the use of our Services or Product submitted by the Circle.
Including but not limited to, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damage of losses. In no event will the Company or its affiliates be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or other damages arising out of or in any way connected with Company’s Service, or the Product, even in the event of Company or its affiliates’ fault, tort (excluding negligence), strict liability, or breach of Company’s warranty and even if it has been advised of the possibility of such damages. These limitations and liability exclusions apply even if any remedy fails to provide adequate recompense. As some state or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, each of the Company and its affiliates’ liability shall be limited to the full extent permitted by law.
Article 11 Governing Law/Jurisdiction
The internal laws of the State of Virginia shall govern this Agreement without giving effect to the choice of law rules thereof. Each party irrevocably and unconditionally submits to non-exclusive jurisdiction of the state and federal courts in the city of Fairfax, Virginia, USA and the appropriate courts of appeal from such courts for any other matter concerning this Agreement. You agree that the Service shall be deemed solely based in Virginia, is a passive website, and does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Virginia.
Article 12 Inquiries
All inquiries (Such as replacing your products, deletion of your product, or issues with payment) should be sent to Company. distribution@curiousfactory.com.