PixtaAI | Licensing Platform

Service Terms / Data License Agreement

PIXTA AI Terms of Use: Service Terms

You are required to agree to these Service Terms (hereinafter referred to as the “Service Terms”) and register as our member prior to your use of the service PIXTA AI (hereinafter referred to as the “Service”), which is the sales site of dataset for machine learning purpose, operated and provided by PIXTA Inc. (hereinafter referred to as “Pixta”).

The Data License Agreement shall apply as terms and conditions to use the dataset for machine learning purpose, in addition to the Service Terms. If there is any conflict between the Data License Agreement and the Service Terms, the Data License Agreement shall prevail in respect of the use of the dataset.

Article 1 Use of the Service

The Service Terms governs your use of the Service. The Service Terms shall apply to every user, whether the user is an individual or corporation, who accesses or uses the Service (hereinafter referred to as the “User”), regardless of whether or not the User is registered as a member with the Service.
All the materials in the Service including but not limited to photographs, illustrations, and videos are the property of Pixta or its licensor, and protected by intellectual property laws including the Copyright Act of Japan. Unauthorized use thereof without obtaining proper permission or license is prohibited by those laws.
The content available on the Service, including photos, illustrations, and videos suitable for use as machine learning Training Data, Validation Data, and Testing Data (hereinafter collectively referred to as the "Training Data etc.") and any accompanying metadata (the content and metadata are hereinafter collectively referred to as the “Data") is provided for a fee for machine learning purposes. Unless the Data License Agreement or the Evaluation License Agreement which is an agreement executed for the purpose of preliminary evaluation of the Data is executed, the User is prohibited from copying including downloading from the Service, publicly transmitting, analyzing or using for machine learning, and otherwise using the Data for any purpose.
A minor is not allowed to use the Service in principle. A person under guardianship, curatorship or assistance including similar guardianship supporting a person with limited capacity under applicable law (hereinafter collectively referred to as "guardianship, etc.") who desires to become a member of the Service shall obtain the prior consent of his or her legal representative such as guardian, etc. upon membership registration and each use of the Service. A person under guardianship, etc. who uses the Service shall be deemed to have obtained such consent of the guardian, etc.
In the Service Terms, each of the following terms will be used in accordance with the following definitions.
1. “Machine Learning” means technology to build a machine learning model that enables predictions, judgments, classifications, and other kinds of data processing from unseen data by having computer(s) learn the regularities or structures inherent in large amounts of data.
2. “Training Data” means the data that a computer learns in the Machine Learning.
3. “Validation Data” means the data that constitutes an independent dataset used in the learning process to build a Machine Learning model for the purposes of evaluating the performance of a Machine Learning model and adjusting parameters in the learning process.
4. “Testing Data” means the data that constitutes an independent dataset used to evaluate the performance of the trained Machine Learning model.
5. “Generative AI” means Artificial Intelligence (AI) that generates various content such as texts, images, videos, and the like based on instructions from humans using natural languages and images and by other means.
6. “Annotation” means processing such as tagging for object detection, region detection, and other kinds of image classification by adding related information (metadata) to certain data as annotations in the Machine Learning, etc.

Article 2 The Service

In the Service, the User is entitled to purchase the right to use the Data by registering as a member and entering into the Data License Agreement specified by Pixta with Pixta. Such purchase of the right to use the Data will be hereinafter referred to as "purchase of the Data" or "purchasing the Data". Also, the User who purchases the Data in the Service is hereinafter referred to as the “Purchaser”.
In the Service, the User may provide Pixta with the Data of which copyright and other rights the User possesses and may sell the right to use the Data after the User's membership registration and execution with Pixta of the separate Data Service Agreement designated by Pixta. The User who provides the Data is hereinafter referred to as the “Partner”.
The Purchaser and the Partner may be hereinafter collectively referred to as the “Member”.
The Partner may publish descriptions and samples of the Data on designated pages of the Service, provided, however, that the Partner shall not publish false or otherwise inappropriate information. The Partner shall not publish the Partner's contact information, websites, social media accounts, etc., with the intent of providing the Data directly to the User not via Pixta. The Partner agrees that Pixta may freely use and modify information that the Partner has made public for the purpose of promoting or advertising Pixta and the Service, both within and outside the Service, and the Partner agrees not to exercise, and not to have any third party exercise, moral right of an author or any equivalent right under applicable laws.
Whenever Pixta reasonably considers it necessary, Pixta may change, suspend, or discontinue all or part of the Service without any liability to the User.
Whenever Pixta reasonably considers it necessary, Pixta may delete or change the Data and information provided by the Partner without prior notice to the Partner and prior consent from the User, without any liability to the User.
Whenever Pixta reasonably considers it necessary, Pixta may revise, amend, change, or update the Service Terms and the Data License Agreement (hereinafter collectively referred to as the “Terms of Use”) according to its necessity. If Pixta revises the Terms of Use, Pixta shall notify the User of effective dates and details of amendments in advance.
The User shall bear any and all the relevant communication expenses incurred by use of the Service such as receiving and sending e-mails and viewing websites by mobile phones or any other communication device.
Pixta may, at its discretion, subcontract all or part of the Service's operations to PIXTA VIETNAM CO., LTD., a subsidiary of Pixta, or other third parties. These subcontractors may further delegate these operations to additional third parties with Pixta's consent.

Article 3 Prohibition on Use of Service

The User shall be prohibited from engaging in any of the following activities in using the Service:

To conduct any act which would infringe intellectual proprietary rights such as copyright, portrait right, right of privacy, honor or any other rights or interest of Pixta, or any other third party including but not limited to, unauthorized use of the Data in the Service;
To enter fallacious or erroneous information in the Service;
To interrupt operation of the Service by unlawful conducts or nuisance through the internet such as providing computer viruses or reverse engineering.
To use the Service without authorization by entering any fallacious information or impersonating other person in the process of the registration or upon log-in;
To perform nuisance act against any other third party such as slandering, abusing, harassment, or threat;
To make promotional activities toward, solicit, engage in marketing activities in connection with or otherwise communicate with another User or any third party beyond the extent required with respect to product or service in the Service;
To conduct any act against public order and good morals, or any illegal, unlawful or criminal act including tort; or
To conduct any other act which Pixta deems inappropriate.

Article 4 Membership Registration

To use the Service, the User shall be required to accept and agree to the Service Terms and complete membership registration procedure designated by Pixta.
If any User who has applied for or completed the membership registration falls under any of the following causes, Pixta may refuse or cancel the User's application or registration at any time without any liability to the User. Also, Pixta will not be obligated to disclose the reason of such refusal or cancellation to the User and the User shall not take objection to Pixta's decision:
1. If Pixta determines at its sole discretion that the User has breached the Terms of Use or that there is a ground for Pixta's belief of the User's breach thereof;
2. If the registered information is found, in whole or part, to be fallacious, erroneous, or defective;
3. If the registration of the User for the Service or any other service provided by Pixta has been once cancelled by Pixta, or the User has committed an inappropriate act in respect of any service provided by Pixta;
4. If the User who is a person under the guardianship etc. has completed the membership registration without consent of the legal representative, or if the User is a minor;
5. If the User is an organized crime group, a designated organized crime group, a designated organized crime association, a member of an organized crime group, a related company or association of an organized crime group, a quasi-member of an organized crime group, a corporate racketeer, or groups engaging in criminal activities under the pretext of conducting social, or a person equivalent thereto, as defined in Article 2 of the Act on Prevention of Unjust Acts by Members of Organized Crime Groups (hereinafter referred to as "anti-social forces"), or if the User has some kind of interaction or involvement with anti-social forces, such as cooperating or participating in the maintenance, operation, or management of anti-social forces through funding or other means, as determined by Pixta.
6. If otherwise Pixta determines that the User is inappropriate as the Member.
The Member shall not transfer, rent, change the name of, grant security interest on or otherwise dispose of the account, the registered e-mail address, password, and status as the Member, and the rights and obligations granted hereunder or the right to receive the Service.
The membership registration procedure requires the User's entry of registered e-mail address and password. If the e-mail address and password registered by the User are used when using the Service, it shall be deemed by Pixta that the User associated with that e-mail address has used the Service. Each User shall keep strictly private and confidential the registered e-mail address and password.
Pixta shall not be liable for any damage incurred by the User arising out of or in relation to the use of his or her registered e-mail address or password by any third party regardless of existence of the User's negligence.
The User shall forthwith notify Pixta of any change of registered information such as e-mail address, home address, or telephone number. The User shall register with Pixta contact information which enables Pixta to contact the User at any time, and at Pixta's inquiry, the User shall forthwith respond thereto.
Pixta shall not be liable for any disadvantage of the User caused by the User's failure to notify Pixta of change of the registered information as set forth in the preceding paragraph.
If the User registers the name or other necessary information of the corporation or any other entity to which the User belongs (hereinafter referred to as the “Corporation etc.”) in a manner designated by Pixta, the Corporation etc. shall become the Member as a contract party with Pixta under the Terms of Use. In such case, the User who has made the membership registration (hereinafter referred to as the “Registrant”) shall be deemed to have represented and warranted that he or she has the full right and authority to agree to the Terms of Use and that the Registrant's agreement shall be legally effective to the Corporation etc. and the Terms of Use shall be legally binding and enforceable on the Corporation etc.
The Corporation etc. being the Member who is a contract party with Pixta under the Terms of Use shall be liable for any act of the Registrant or any employees, officers or other persons working for the Corporation etc. who use the Data and the account of the Corporation etc.

Article 5 Personal Information

Pixta shall take appropriate measures in its handling of personal information based on Pixta's Privacy Policy, and the User shall agree to the handling of his or her personal information in accordance with Pixta's Privacy Policy. The User shall agree that Pixta will handle the specific personal information in accordance with the Pixta's Policy on Handling Specific Personal Information.

Article 6 Measures to be Taken in the Event of Breach of Terms of Use

In cases of breach of the Terms of Use by the User, including but not limited to, unauthorized use of the Data, failure of payment, infringement of third party's right, the membership registration with fallacious information, Pixta is entitled to take necessary measures, at its sole discretion, against the breaching User, such as requesting for payment of penalty separately designated by Pixta, ceasing and desisting use of the Data, suspending use of all or a part of the Service, withdrawing the User from the membership and claiming for compensation for damages including reasonable attorney's fees, and the breaching User shall promptly comply with Pixta's instruction.
Pixta shall not be liable for any of claims or liabilities with any third party arising out of or in relation to the User's breach of the Terms of Use including but not limited to unauthorized use of the Data. The breaching User shall be solely liable to deal with such claims or liabilities on his or her own responsibility and at his or her own expenses, and shall warrant and agree to keep and hold Pixta harmless from and against any and all damage related thereto.
In the event that Pixta has incurred any damage out of or in relation to such legal demand filed against Pixta as set forth in the preceding paragraph, the breaching User shall indemnify Pixta for and against any and all damage and expenses related thereto incurred by Pixta in order to deal with the same including any reasonable attorney's fees.
If Pixta considers it necessary after finding that the User has breached the Terms of Use, Pixta may disclose to the third party involved in the dispute or claim due to the User's breach, the User's contact address or any other information that Pixta possesses concerning the User.
If Pixta receives a report about a breach of the Terms of Use with respect to any of the Data or use of the Data by any person, Pixta will make reasonable effort to take the best measures in order to cure such breach and reserves the right to determine at its own discretion what measures to be taken by Pixta.
The provisions of the Terms of Use (including, but not limited to, this Article) shall not prevent Pixta from demanding penalties and compensation for damages, demanding cancellation of the Service, and taking other single or multiple measures and dispositions as set forth in the Terms of Use to the User who has violated the Terms of Use.

Article 7 Disclaimer

PIXTA MAKES NO WARRANTY OF CORRECTNESS, COMPLETENESS, OR LATESTNESS REGARDING THE DATA.
ANY AND ALL THE DATA SHALL BE PROVIDED “AS IS.” PIXTA SHALL NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FULFILLMENT OF THE USER'S REQUIREMENT OR CONTRACT NONCONFORMITY OF THE DATA. EVERY USER AGREES TO USE THE DATA AND THE SERVICE BASED ON THEIR OWN RESPONSIBILITY AND JUDGMENT.
PIXTA SHALL NOT BE LIABLE IN ANY WAY FOR DAMAGE ARISING OUT OF OR IN RELATION TO ERROR OR TROUBLE OF TECHNICAL ENVIRONMENT RELATED TO THE SERVICE INCLUDING BUT NOT LIMITED TO COMPUTER SYSTEM TROUBLE AND FALSE DISPLAY INCIDENTAL THERETO.
PIXTA SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF THE DATA AND THE INFORMATION SUBMITTED TO PIXTA. EACH USER SHALL PREPARE AND MAINTAIN THE BACKUP OF SUCH DATA BY HIM OR HERSELF.
PIXTA DOES NOT WARRANT THAT THE SERVICE, ITS SERVER, THE DATA AND ANY E-MAILS TRANSMITTED FROM THE SERVICE DO NOT TRANSMIT ANY OF COMPUTER VIRUS, SPAMS OR ANY OTHER HARMFUL COMPUTER PROGRAMS ETC.
PIXTA'S LIABILITY FOR THE SERVICE SHALL BE AS FOLLOWS:
1. IN NO EVENT SHALL PIXTA BE LIABLE FOR ANY DAMAGE INCURRED BY THE USER ARISING OUT OF OR IN RELATION TO THE SERVICE.
2. NOTWITHSTANDING THE PRECEDING ITEM (1), IN CASES WHERE PIXTA IS LIABLE FOR DAMAGES INCURRED BY THE USER, PIXTA SHALL BE LIABLE FOR ONLY ACTUAL DIRECT AND ORDINARY DAMAGES (EXCEPT LOST PROFITS), AND THE AGGREGATE LIABILITY OF PIXTA SHALL BE LIMITED TO THE AMOUNT OF ONE MILLION YEN (JPY1,000,000.) FOR EACH MEMBER, OR PER A CORPORATION ETC. REGARDLESS OF THE NUMBER OF THE REGISTERED MEMBERS IF THE CORPORATION ETC. IS REGISTERED IN THE MEMBERSHIP REGISTRATION.
3. IN CASES WHERE THE CONSUMER CONTRACT ACT OF JAPAN APPLIES TO USE OF THE SERVICE, THE PROVISION OF THE ABOVE ITEM (1) OF THIS PARAGRAPH DOES NOT APPLY, AND THE PRECEDING ITEM (2) SHALL APPLY ONLY TO THE CASES WHERE PIXTA CAUSES DAMAGE TO THE USER DUE TO PIXTA'S NEGLIGENCE (EXCEPT GROSS NEGLIGENCE).
4. PIXTA SHALL HAVE NO LIABILITY FOR THE DAMAGE INCURRED DUE TO THE USER'S BREACH OF THE TERMS OF USE.
THERE MAY BE CASES IN WHICH PIXTA COLLABORATES WITH ANY EXTERNAL SERVICES PROVIDED BY ANY OTHER COMPANY. IN SUCH CASE, THE USER AGREES TO USE SUCH EXTERNAL SERVICES ON HIS OR HER OWN RESPONSIBILITY AND AGREES THAT PIXTA SHALL NOT BE LIABLE TO ANY DAMAGE ARISING OUT OF OR IN RELATION TO THE USER'S USE OF SUCH EXTERNAL SERVICES. IN USING SUCH EXTERNAL SERVICES, THE USER SHALL COMPLY WITH ANY OF TERMS AND CONDITIONS PROVIDED BY SUCH EXTERNAL SERVICES.
If any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use shall remain in full force and shall not be impaired.

Article 8 Cancellation

The procedures for cancellation by the Purchaser is as follows:
1. The Purchaser may terminate his or her use of the Service at any time by completing the cancellation procedures in the manner separately designated by Pixta; provided, however, that the Purchaser who has an unpaid price cannot cancel the Service until the payment is completed.
2. The Purchaser who applies for cancellation shall no longer be able to log into his or her account and shall no longer be able to use all functions of the Service.
3. For the Data for which license has been duly granted under the Data License Agreement and whose use has begun during the effective period of the membership, even after the Purchaser has cancelled the Service, the Purchaser may continue such use of the Data for the period and scope permitted by the Data Licensing Agreement.
The procedures for cancellation by the Partner is as follows:
1. Upon termination of the Data Service Agreement, Pixta will complete the cancellation procedures for the Partner from this Service.
2. In the cancellation procedures, Pixta will delete the Data from the Service within one (1) month from the end date of the Data Service Agreement.
3. As of the date on which the Data is deleted pursuant to the preceding item, the Partner shall no longer be able to log into his or her account and shall no longer be able to use all functions of the Service.
4. Royalties for the Data sales until the time the Data is deleted shall be paid in accordance with the Data Service Agreement.
5. With respect to the Data that has already been purchased by the Purchaser or any other person or has been licensed by Pixta to a third party, the Partner shall not be entitled to demand suspension or cease of the use of the Data for any cause even after the Partner's cancellation, withdrawal, or deletion of the Data have been completed.
The procedures for Pixta to withdraw the Member from the Service is as follows:
1. If the Member falls under any of the following items, or if Pixta considers that there is a risk of his or her falling under any of these items, Pixta may at its own discretion, without prior notice or demand to the Member, and without obtaining the Member's consent, immediately take procedures to withdraw the Member from the Service. Pixta is not obligated to disclose the reason for withdrawal to the Members. In the case of withdrawal based on the following causes (a) or (d), the Member's unsettled debts such as unpaid prices shall lose the benefit of time and immediately become due and payable:
  1. If Pixta reasonably considers at its own discretion that the Member falls or may fall under any items as set forth in paragraph 2 of Article 4;
  2. If the Member deceases;
  3. If the account of the Member remains unlogged for more than a certain period designated by Pixta; or
  4. If otherwise Pixta considers the Member to be inappropriate as the Member.
2. If the Member falls under any of the previous items and whose membership registration is withdrawn, the Member shall immediately be unable to log into his or her account, shall no longer be able to use all functions.
3. If the Purchaser falls under (a) or (d) of item i of this paragraph and withdraws from the Service, notwithstanding item iii of paragraph 1 of this Article, all licenses previously granted to the Purchaser shall be invalidated. In this case, the Purchaser shall cease the use of, and destroy, all the Data (including its copies) and shall not allow anyone whom the Purchaser has once allowed the use of the Data under the Data License Agreement, to use the Data.
When the Member is unable to log into his or her account pursuant to the provisions of this Article, the cancellation of or withdrawal from the Service is completed. Even if the Member cancels or is withdrawn from the membership, Pixta shall have no liability to refund money collected by Pixta related to the Member.
Even after the Member's cancellation of, or withdrawal from, the Service, for the purpose of provision of the Service, Pixta may keep and utilize the Member's registration information that has been collected by Pixta during the effective term of the membership, the Data and its related information for a period designated by Pixta.

Article 9 Suspension or Discontinuation of Service

Pixta reserves the right to suspend or discontinue operation of the Service without prior notice to the User for any of the following reasons. Pixta shall have no liability for any damage caused to the User as a result of such suspension or discontinuation conducted in accordance with the following reasons:
1. Periodic or emergency maintenance of equipment or system used in provision of the Service;
2. Breakdown of equipment or system used in provision of the Service;
3. Natural disasters such as earthquakes, volcanic eruptions, floods or tsunamis, wars, riots, civil commotions, labor disputes, fires, blackout, accidents on communication lines and other unexpected incidents or accidents, or force majeure which prevents the Service from being provided; or
4. Other causes in which Pixta deems suspension or discontinuation of the Service as necessary for operational or technical reasons.

Article 10 Communication / Notice

Any and all the notices provided by Pixta to the User hereunder shall be made by posting in the Service or by e-mails. Such notices shall take effect at the times specified in the following items:

Posting on the Service: When posted by Pixta
Email: When dispatched by Pixta to the address registered pursuant to paragraph 4 of Article 4

Article 11 Business Transfer etc.

If Pixta assigns and transfers the business regarding the Service to a third party, Pixta may assign and transfer the contractual status, rights and obligations under the Terms of Use as well as customer information including information of the User to the assignee of such business transfer, and the User shall hereby agree to such transfer in advance. As used herein, the business transfer as referred to above includes a split of the company or any other form of restructuring of company that would result in a business transfer, in addition to the usual form of business transfer.

Article 12 Survival Clause

The following provisions shall survive the termination, cancellation, or withdrawal from the Member's membership regardless of the grounds thereof, and remain effective thereafter:

The Service Terms: Provisions of paragraph 4 of Article 2, paragraphs 8 and 9 of Article 4, Articles 5 through 9, and Articles 11 through 14.
The License Agreement: Provisions of Articles 15 through 21.

Article 13 Consultation

The User, Pixta, and any third party shall enter into good faith consultation and negotiation with each other for resolution of any questions relating to or disputes or problems arising from the Service.

Article 14 Governing Law and Court of Jurisdiction

Any legal problems relating to the Service shall be governed by the laws of Japan; provided, however, that the United Nations Convention on Contracts for the International Sales of Goods shall not apply.
In the event of doubts or disputes not being solved through consultation as described in the preceding Article 13, all lawsuits arising in connection with the Terms of Use shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.

As of 19th, November, 2024

PIXTA AI Terms of Use: Data License Agreement

This Data License Agreement (hereinafter referred to as the “Data License Agreement”) provides terms and conditions for the Purchaser to purchase and use the Data in the Service. The Data License Agreement shall be incorporated into the above-mentioned Service Terms and accordingly shall apply to the use of the Service. If there is any conflict between the Data License Agreement and the Service Terms, the Data License Agreement shall prevail in respect of the use of the Data.

Unless otherwise provided for in the Data License Agreement, the terms defined in the Service Terms shall have the same meaning herein.

Article 15 License

The Data may be used solely as the Training Data, etc., for the Machine Learning specified in the Pixta's designated Order Sheet (hereinafter referred to as the “Order”). The Order will include terms such as the Data items, order date, prices, payment method, payment due date, license period, and delivery method. Pixta shall grant the Purchaser the right to use the Data on the condition that the Purchaser shall submit the Order, pay the specified prices, and comply with the provisions of the Terms of Use and the Order. This license is non-exclusive and not transferable without Pixta's prior consent. Unless otherwise permitted in the Order, sublicensing the Data to third parties is not permitted.
All rights related to the Data, including copyrights, shall be retained by Pixta or its licensors and shall not be transferred to the Purchaser or any third parties.
The use of the Data is limited to the purpose specified in the Order, and all or part of the Data may not be publicly reproduced or displayed in any deliverables or products such as the Machine Learning AI models. The Data may not be used for the purpose to enjoy or cause others to enjoy thoughts or sentiments expressed in the Data.
Unless otherwise permitted in the Order, the Data may not be used as the Training Data, etc., for the Generative AI.
Prohibited uses of the Data include:
1. Using the Data for purposes other than the purposes as the Training Data, etc., for the Machine Learning as specified in the Order;
2. Using the Data in ways that violate the Terms of Use or the Order;
3. Using the Data as the Training Data, etc., for the Generative AI or sublicensing the Data to third parties without Pixta's separate written consent;
4. Using the Data for obscene purposes, or purposes against public policy and good morals;
5. Using the Data in ways that interfere with other User's ability to use the Data;
6. Using the Data in adult industries, pornography, adult content, or other equivalent content;
7. Using the Data for or in association with organized crime groups or anti-social forces;
8. Using the Data in ways that would defame, damage, or harm the reputation or credibility of the Partner or the subject of the Data;
9. Storing or distributing the Data in a way that makes the Data accessible to a large number of third parties or in businesses that compete with Pixta;
10. Using the Data for plagiarism or in a manner involving the risk of plagiarism;
11. Reselling, transferring, or otherwise distributing the Data for a fee or free of charge;
12. Any other inappropriate use which is equivalent to any of the preceding items or which Pixta deems inappropriate.
In the event that the Purchaser uses the Data beyond the permitted extent, the Purchaser shall promptly suspend or cease the use of the Data or take any other measures in responding to Pixta's demands.
In the event that the Purchaser violates the provisions of the Terms of Use or the Order, the Purchaser shall pay Pixta a penalty charge of three times the amount of prices paid for the Data involved in the violation. If the damage incurred by Pixta exceeds the amount of the penalty charge, Pixta reserves the right to claim the excess amount against the Purchaser.

Article 16 Use as Training Data, etc., for Generative AI

The Purchaser may use the Data as the Training Data etc. for the Generative AI only with Pixta's prior written consent in the Order. In such cases, the Purchaser shall comply with the following additional conditions:

When producing or developing the Generative AI models, the Purchaser shall take technical measures to ensure that Generative AI models do not generate contents or any results which are the same as or similar to the Data or have the same or similar creative expression, and to collect and use sufficient amounts of training materials for the AI models.
The Purchaser shall ensure that, in the usage phases of the Generative AI, the Data may not be used in ways that unjustly harm the rights of owners or licensors of the Data, including, but not limited to, generating content identical or similar to the Data, and shall ensure that users of the Generative AI are prohibited from such use.
Under no circumstances shall the Purchaser have the Generative AI to generate the following content or allow a third party to generate such content. Furthermore, the Purchaser must not use the Data in the Generative AI that allows the following purposes and uses, or allow a third party to use the Data in such a Generative AI:
1. Child pornography, pornography, or adult content;
2. Defamatory, reputation-damaging, or slanderous content;
3. Content violating public morals and decency.

Article 17 Sublicense

The Purchaser may sublicense the Data to his or her clients, contractors, or co-researchers (hereinafter collectively referred to as the “Clients”) only with Pixta's prior consent in the Order. In such cases, the Purchaser shall ensure that:

The Purchaser shall expressly inform the Clients of the terms and conditions to use the Data as set forth in the Terms of Use and the Order, and shall obtain the Clients' consent to comply with the same. The Purchaser shall assume all the responsibility for the acts committed by the Clients.
The Purchaser shall not allow the Clients to use the Data beyond the extent permitted under the Terms of Use and the Order. If the Clients use the Data beyond such specified extent, the Purchaser shall take appropriate corrective measures as instructed by Pixta, including, but not limited to, ceasing the use by the Clients.

Article 18 Annotation

Pixta may provide the Data as pre-annotated datasets.
Pixta may also annotate the Data based on the Purchaser's specifications. If the Purchaser orders the Annotation according to the Purchaser's specifications, Pixta will assess the content of such specifications and other instructions from the Purchaser and inform the Purchaser whether or not Pixta is able to process the Data as instructed.
Details of the Annotation shall be specified in the Order, and use of the annotated data is limited to the purposes specified therein.
PIXTA MAKES NO WARRANTY OF CORRECTNESS OR ACCURACY OF THE ANNOTATION. WHEN PIXTA ACCEPTS THE ORDER OF THE ANNOTATION AS SPECIFIED ABOVE, PIXTA SHALL PROCESS THE ANNOTATION ONLY BASED ON THE PURCHASER'S SPECIFICATION, AND PIXTA MAKES NO WARRANTY OF CORRECTNESS OR ACCURACY OF THE ANNOTATION.

Article 19 Inspection, Refunds, and Returns

The Purchaser shall inspect the Data within the period as specified in the Order (hereinafter referred to as the “Inspection Period”) and shall accept only those that pass the inspection. If there are any discrepancies in type or quantity, defect, inconsistencies with the specifications, or other contractual non-conformity with the Data (hereinafter referred to as the “Contractual non-conformity”), the Purchaser shall notify Pixta of such Contractual non-conformity within the Inspection Period. If no notification is received from the Purchaser within the Inspection Period, the Data shall be deemed to have been accepted by the Purchaser. If the Purchaser determines that the Data does not pass the inspection, the Purchaser shall provide Pixta in writing (including via email) specifying the concrete reasons for the Contractual non-conformity and requesting correction. In response to a request for such correction, Pixta shall, at its discretion, either repair the Data, deliver a substitute, or deliver the missing part of the Data free of charge; provided, however, that if such Contractual non-conformity arises from the Purchaser's instructions or other reasons attributable to the Purchaser, the Purchaser shall bear the cost of correction. After passing the inspection, Pixta shall not be liable for the Contractual non-conformity that has not been discovered during the inspection period.
The Article 526 of the Commercial Code of Japan does not apply to this Agreement.
Pixta's warranty on the Data (including the Annotation, if applicable) shall be as stipulated in Article 7 of the Service Terms.

Article 20 Prices and Payments

Prices for the Data, payment due date, and payment methods shall be specified in the Order. Invoices shall be prepared based on the Purchaser's registration information in the Service.
Any bank transfer fees shall be borne by the Purchaser.

Article 21 Confidentiality

The Purchaser shall not lose or leak Pixta's confidential information obtained through the Order or the use of the Service (hereinafter referred to as “Confidential Information,” which includes all business and technical information provided by Pixta or its officers and employees that is not publicly available). The Purchaser shall also take appropriate security measures to prevent the loss or leakage of the Confidential Information. The Confidential Information shall not be used beyond the extent necessary for fulfilling the rights and obligations under the Terms of Use and the Order, and the Confidential Information shall not be disclosed to third parties without Pixta's prior written consent.

As of 19th, November, 2024