Content Contributor License Agreement(CLA) (Starting on December 22nd, 2022)

Please check this Content Contributor License Agreement (hereinafter, “the CLA”) before providing your work to MIRI D.I.H Company Limited.

This CLA, a contract between MIRI D.I.H (hereinafter, “the Company”) and a content-supplying partner (hereinafter, the “Contributor”) concerning content supply and distribution, aims to set out the parties’ rights, obligations, and responsibilities. By joining the “MiriCanvas DesignHub”, the Contributor is deemed to have read, understood, and agreed to the CLA that takes immediate effect.

The Company may revise the CLA from time to time, and terms not defined herein shall follow the definitions provided in the Company's Terms of Use, License Agreement, and Privacy Policy. All Contributor’s content supplied to the Company shall be available to users under MiriCanvas Terms of Use, Content License Agreement, and other related rules. These terms and rules are subject to change from time to time at the Company's discretion without notice, and the Contributor is responsible and obligated to check that they are up-to-date.

1. MiriCanvas Terms of Use
2. MiriCanvas License Agreement
3. Bizhows Terms of Use
4. SMILECAT Terms of Use
5. Personal Information Processing Policy
6. Royalty Policy

Article 1 (Definitions)

As used in this CLA, the following terms shall have the following meanings:

1. Contributor shall mean a person over 18 who has joined the MiriCanvas DesignHub to provide the Company with Content to be available on the MIRI D.I.H Service.
2. MiriCanvas DesignHub shall mean a separate service enabling the Contributor to submit Content to the Company.
3. Content shall mean the Contributor’s original work of authorship, such as digital data and products using it, including photos, cut-out, stickers, illustrations, icons, CGs, vectors, video, GIF animation, cinema graph, footage clips, fonts, audio, music, 3D assets, NFT and related information thereto, including descriptions, keywords, metadata, titles, and FAQs.
4. The MIRI D.I.H Service shall mean all services the Company owns and operates, namely, Bizhows (www.bizhows.com), SMILECAT (www.smilecat.com), and MiriCanvas (www.miricanvas.com), including all services the Company would develop and operate in the future that grants a license to use Digital Resources.
5. User shall mean a member of the MIRI D.I.H Service who can use free or paid services.
6. User Design shall mean a document Users create and save using the Content submitted by the Contributor or the User Content a User directly uploads to MiriCanvas.

Article 2 (Grant of License)

1. The Contributor hereby grants the Company a non-exclusive license to distribute, sell, resell, license, sublicense, copy, reproduce, create secondary works of, publicly display, and market their Content on the MIRI D.I.H Service. In addition, the Contributor agrees that the Company may provide their Content on any services it develops. Furthermore, the Contributor agrees that the Company may license or sublicense all rights granted under this CLA to service providers, related entities, or other third parties to use them on any version of the MIRI D.I.H Service worldwide. The scope of User Design created by a MIRI D.I.H Service user using the Content is specified in the MIRI D.I.H Service’s license policy. The Company is entitled to revise the MIRI D.I.H Service’s license policy.
2. The Company may create Derivative Work and Cut-Out Content using the Contributor’s Content at its sole discretion.

1. Derivative work means the content produced in the form of templates and elements using multiple Content including but not limited to the newly created content using Contributor’s “Content”. Cut-Out Content means Content in which the remainder is removed, including the background, from the Content images provided by Contributor except for some objects.
2. The Company acknowledges that the ownership and copyright to any Contributor’s Content used in the Derivative Work or Cut-Out Content are the Contributor’s exclusive property and agrees not to claim or own any right to the Contributor's Content.
3. Derivative Work and Cut-Out Content are available on MiriCanvas as a design element.
4. Content will be deleted from the database of MIRI D.I.H when the CLA is terminated or at the Contributor’s request. However, Content used in a Derivative Work or Cut-Out will remain available. Royalties from the Content survived in a Derivative Work or Cut-Out Content are payable under Article 9 hereof.
5. However, if the Contributor cancels, deletes, or deactivates the posting of their Content due to copyright infringement or other legal issues, the Contributor shall notify the Company of such matter to enable the Company to cancel, delete, or deactivate the Derivative Work or Cut-out Content at issue.
6. The Contributor does not assume any cost of producing a Derivative Work or Cut-Out Content.
7. Derivative Work and Cut-Out Content are available on MiriCanvas to users who can use them on that site under the Company’s license policy. Content licensing is available on MiriCanvas separately. The Company may produce Derivative Work or Cut-Out Content at its sole discretion without assuming any obligation.

3. The Contributor hereby grants the Company a license to use their Content and all customary Content-related rights free for the Company’s MIRI D.I.H Service operation and promotion. The Company is entitled to use any Contributor-submitted Content for online or offline advertisement or promotion and advertise or promote the Content on any site, including social media.

Article 3 (Verification of Contributor’s Identity)

1. The Company may require the Contributor to verify their identity through a separate channel. The Contributor is responsible for late royalty payment arising from their provision of incorrect or incomplete information.
2. The Company reserves the right to refuse or withhold the following if the Contributor’s identity is not verified:

1. Content royalty payments
2. Content review and registration

Article 4 (Contributor Guideline)

1. The Contributor agrees to comply with the MiriCanvas Contributor Guideline.
2. The Contributor agrees not to download a design document containing their Content, nor will solicit third parties to do so.

Article 5 (Submission and Provision of Portrait Rights Agreement and Intellectual Property License Agreement)

1. The Contributor shall submit to the Company a valid and legitimate copy of the Portrait Rights Agreement or Intellectual Property License Agreement proving that Contributor is permitted to use the identifiable portrait or property contained in the Content Contributor provided to the Company. 2. If it is necessary to confirm the rights, the Company may provide the above Portrait Rights Agreement or Intellectual Property License Agreement to the User or MIRI D.I.H Service’s subcontractor and guarantee not to provide the personal information of the portrait rights or property rights holder to a third party for any other purpose.

Article 6 (Content Control Rights)

1. The Company reserves the right to refuse to register, stop selling, or delete the Contributor’s Content for any reason, without any obligation to notify. In addition, matters arising from discontinuing sales shall comply with the Company's procedure.
2. The Company reserves the right to take any administrative or legal action to stop a third party’s unauthorized use of the Contributor’s Content immediately if it deems appropriate and necessary. In this case, the Contributor shall authorize the Company to exercise such rights and provide continuous and prompt assistance.
3. The Contributor is obligated to request deletion of the submitted Content immediately if it is or is likely to be involved in a copyright issue. The Company shall delete the Content from the MIRI D.I.H Service at such request. When deleting it, the Company will stop the service of the Content used as an element in the original Content or Derivative Work sixty (60) days from the date of request.
4. The content license remains valid even after the CLA is terminated due to a membership withdrawal or Content removal. Accordingly, Users can legally and validly use a User Design containing the Contributor's Content produced during the Content Service period after the CLA termination without constituting a copyright infringement against the Contributor’s Content.
5. The Company may restrict the Content submission or reject Content that violates the criteria specified in the Guideline. In addition, the Company is entitled to terminate the Contributor’s account if they have excessively submitted Content not conforming to the Guideline.

Article 7 (Content Supply)

1. The Contributor shall supply Content to the MIRI D.I.H Service in compliance with the Company’s regulations and guidelines. All Contributor’s Content supplied to the Company shall be available to the Users under MIRI D.I.H Service's terms of use, license terms, and other related rules, which are subject to change at any time at the Company's discretion. The Contributor is responsible and obligated to check that they are up-to-date.
2. The Contributor shall supply their Content to the Company on a non-exclusive basis; they can supply them to any third party on a non-exclusive basis.
3. The Contributor may designate the license as Standard or Premium to their Content. All Standard Content is free of charge to the entire Users of the Company and the Royalty shall not be occurred from the Standard Content.
4. Cut-Out Content Supply

1. The Contributor may submit Cut-Out Content derived from the original Content along with the original Content, and the Company may serve such Content under the related Terms. The royalty policy applicable to the original Content shall apply vis-a-vis to the Cut-Out Content.
2. The rightful author and equivalent owner shall own the copyright and all other intellectual property rights to the Cut-Out Content submitted by the Contributor.
3. The Company may review all original Content and Cut-Out Content submitted by the Contributor before publishing them on the Service and may reject them if their quality is poor or they are not complied with with the MiriCanvas Contributor Guideline at its discretion and determination.
4. The Company can create Cut-Out Content out of the Content submitted by the Contributor at its discretion, and the Contributor shall not amend, distribute, or sell the Cut-Out Content the Company created in the other platform except “ MIRI D.I.H Service”. The Cut-Out Content created by the Company is provided solely for its service.

5. Template Supply

1. The Contributor may create and submit Templates for the Service Users under the guideline set by the Company. However, they shall only use the design source library within MiriCanvas to create a Template. The Contributor acknowledges and consents that various design sources contained in their submitted Templates were taken from the library at MiriCanvas.
2. When submitting a Template, the Contributor can choose whether to allow Service Users to use it for free or at a cost.
3. The Company reviews a Template submitted by the Contributor and may determine not to promote that Template or take other measures at its discretion. The Contributor’s Template reviewed and approved by the Company is licensed to the Company under this CLA to service exclusively in perpetuity. Accordingly, the Contributor is deemed to have agreed not to submit, publish, or sell the Template to any competing online design platform.
4. The Company may create and publish a collection comprising multiple Templates and allow its Service Users to search by specific Contributor.
5. The Company can create a Template out of the Content submitted by the Contributor at its discretion, and the Contributor shall not amend, distribute, or sell the Template the Company created. The Template created by the Company is provided solely for its service.

Article 8 (Content Warranty)

1. The Contributor warrants that all Content he/she supplies to the Company is his/her unique creation or property and does not directly or indirectly infringe upon any rights of others, including copyrights, and that he/she owns all rights or have equivalent rights to it.
2. The Contributor shall indemnify and hold harmless the Company and the MIRI D.I.H Service Users at their expense from and against all claims, whether civil or criminal, criminal punishment, demands for compensation, and any other damages the Company or MIRI D.I.H Service Users suffer concerning infringement of copyrights, author's property rights, author’s moral right, portrait rights, or other rights, or breach of the pertinent law arising from the Content they supplied to the Company. This provision shall survive the termination and apply during the service period of the Derivative work or Cut-Out Content derived from original Content.
3. If the quality of the Content supplied to the Company is poor, or the information (including search keywords and descriptions) supplied to the Company or the User is erroneous, the Contributor shall replace or correct it without delay.

Article 9 (Content Royalty Payment)

1. Royalty Payment

1. The Company pays royalties to the Contributor under its Royalty Policy for the revenue generated from the licensed Premium Content sales. The Company may modify the royalty rate or payment schedule specified in the Royalty Policy. Even if the Company modifies the royalty rate, royalties for using the Content accrued before the modification are payable under the royalty rate valid at the time of use.
2. Royalty payments are automatically processed if the accumulated monthly payment is greater than or equal to the Minimum payout amount.
3. The Contributor whose account has been revoked for violating the CLA will not be eligible for royalties or other compensation.
4. Even after the CLA is terminated or Content is deleted due to the User’s circumstances or other reasons, royalties may be accrued for the Contributor’s Content and paid under the Royalty Policy.

2. Deduction from Royalty

1. If the User requests a refund for a licensed Content, the Company is entitled to deduct the royalties applied to the sales of that Content from the royalties payable to the Contributor.
2. The Company reserves the right to deduct any royalties overpaid for any reason from any royalties payable to the Contributor or demand immediate return.

3. Taxes

1. The Company withholds a certain portion from the royalty amount payable to the contributor to pay to the National Tax Service (NTS) of the Republic of Korea, which is generally deductible under the Korean tax laws.

1. However if the residence of “Contributor” is the Republic of Korea and does not have a registered business certificate, the income tax to be paid by “Contributor” is not included in the withholding tax from the Royalty.
2. If the residence of the “Contributor” is not the Republic of Korea, the Company applies the withholding tax rate designated in the tax law of the Republic of Korea. Should there be a Tax treaty between the country of residence and the Republic of Korea, Company may apply the limited withholding tax rate by the submission of required documents from “Contributor”.

2. After closing each fiscal year, the Company may provide the Contributor with a summary of taxes withheld if the Contributor requests.
3. The Company is not responsible for paying any taxes levied on royalties paid to the Contributor. Accordingly, the Contributor is solely responsible for calculating and paying taxes.

Article 10 (No Assignment of Rights and Obligations)

Neither the Company nor the Contributor shall assign or lend all or part of their rights and obligations under the CLA to a third party without the other party’s consent.

Article 11 (Termination of Agreement)

The Company or the Contributor may request cure if any of the following occurs and terminate the CLA immediately upon giving written notice to the other if it is not cured within sixty (60) days from the date of request:

1. The Company or the Contributor breaches any obligation under the CLA and fails to cure it after receiving a request for cure from the other party;
2. The Company or the Contributor’s gross negligence causes damage to the other party;
3. The Company or the Contributor can no longer maintain the CLA due to a change in their business purpose, closure, or the likes;
4. The Company or the Contributor assigns any of their rights under the CLA to a third party without the other party’s consent; or,
5. The Contributor can no longer supply content for a long time due to their insufficient activity.
6. Where attempts to hack, deactivate or interfere with all components or parts, including security mechanisms, are found;

Article 12 (Exemption)

In the event of any of the following, the Company shall not be liable for any damages suffered by the Contributor, including actual, indirect, special, incidental, economic, and consequential damages, and shall be exempted in all circumstances:

1. If the Company fails to perform its obligations under the CLA due to any reason beyond its reasonable control, such as fire, flood, riot, military action, labor dispute, and Internet disturbance;
2. If the Contributor suffers damage by neglecting to manage its MIRI D.I.H Service account information it has received from the Company;
3. If the Contributor suffers damage due to a particular problem (such as changes in the CLA, Content royalty settlement, etc.) caused by their failure to keep personal information up-to-date; or,
4. If there is a dispute between the Company and the User or the third party concerning the Content the Contributor has supplied to the Company.
5. If the Company or the User suffers damage due to the third party’s authored contents submitted by the Contributor.

Article 13 (Competent Court)

Any dispute arising from the CLA shall be resolved exclusively by a court having jurisdiction over the location of the Company’s head office.

Article 14 (Principle of Written Agreement)

1. Any agreement between the Company and the Contributor in addition to the CLA shall be in writing (including emails), and any verbal agreements, consultations, treaties, or commitments shall be null and void.
2. If a provision of the CLA becomes invalid during the dispute resolution process between the Company and the Contributor, that provision shall not affect the other provisions’ validity.

Article 15 (Interpretation of Provisions)

1. If there is any objection to the interpretation of this CLA, general commercial practices shall apply, and matters not specified herein shall be determined by an agreement between the parties.
2. If a dispute arises over a matter not defined herein, it shall be resolved through mediation or litigation.

Article 16 (Confidentiality)

1. The Contributor and the Company agree not to use or disclose confidential information to a third party, even after the Contributor has withdrawn its membership or the cause of CLA termination specified in the CLA has occurred, except for the information disclosed upon either party’s prior written consent.
2. The Contributor shall keep confidential the terms and conditions of this Agreement and trade secrets of the Company such as business information, know-how or trade secrets that it has acquired or will acquire in connection with the performance of this Agreement(hereinafter the “Confidential Information”). The Contributor shall not disclose the Confidential Information to a third party, and shall take any and all measures necessary to ensure that its employees, agents, consultants, etc., do not disclose the Confidential Information;
3. All Confidential Information is the exclusive property of the disclosing party, and the disclosure of the Confidential Information does not grant the receiving party any license, use right or ownership of any and all rights, including intellectual property rights thereto.
4. If it is necessary to disclose matters related to the project in this case to the media, etc., the parties shall make a prior written agreement on the specific timing and method thereof.
5. The obligations under this Article shall survive the expiration of the term of this Agreement, and if any damage is inflicted on the other party due to the breach of this Article, the breaching party shall indemnify any and all damages.

Article 17 (Amendment of CLA)

The Company reserves the right to amend all or part of the CLA at any time without prior consultation with the Contributor. However, the Company shall notify the Contributor of the amendment in advance via email or through the MIRI D.I.H Service.

Article 18 (Effective Date of CLA)

This CLA becomes effective upon the Contributor's subscription to the MiriCanvas DesignHub. The Contributor is deemed to have read, understood, and accepted the CLA's terms and conditions, acknowledged that they have had the opportunity to seek prior legal advice and sought such legal advice, and agreed to comply with and be bound by the CLA. This CLA supersedes all prior agreements between the Company and the Contributor and takes precedence unless stated otherwise.

Royalty Policy

The Company shall pay the royalty according to the following policy (hereinafter “Royalty Policy”) as indicated in Contributor License Agreement(CLA).

Article 1 (Definition)

1. “Royalty” means the amount payable calculated by the Royalty Calculation Method of each license applying “Content Weight '' and “Content Contribution Rate” to “Number of Use''. However, the Content serviced under “Standard License” will not be included in Royalty calculation.
2. The “Number of Use” of Content is the number of Content usage based on one user-design document downloaded by the User. The number of Contents used on each page is counted as one(1) even if the same Content is used multiple times. On the other hand, if the same Content is used on multiple pages, the number of Content usage is equal to the number of pages where that source is used.

1. The “Number of Use” of content in GIF, MP4 or MOV format will be calculated once they are downloaded in the form of GIF or Footage type. If they are downloaded in the other file type of JPG, PNG, PDF and PPT etc, or downloaded in a low-resolution format shall not be included in the calculating “Number of Use” and shall not constitute copyright infringement.
2. The “Number of Use” of sound source content will be calculated once they are downloaded in the form of MP4, WAV or Footage type. If they are included and downloaded in the other file type of JPG, PNG, PDF and PPT etc, or downloaded in a low-definition shall not be included in the calculating “Number of Use” and shall not constitute copyright infringement.
3. The “Number of Use” is weighted by Content type and the “Number of Use” applied the weight shall be the number which will be used for calculating the Royalty.

Content Type	Weight
Photo or illustration element(JPG, PNG, SVG)	1
GIF animation element(GIF)	2
BGM sound source element(MP3)	4
SFX sound source(MP3)	1
Video element (MP4)	5

3. “Content Contribution Rate” is the ratio of the Number of Use of the Contributor’s Premium Content divided by the number of all Premium Content included in the User’s design documents.

Article 2 (Royalty License and Calculation)

1. Single License Royalty

1. The Company pays a portion of the revenue generated from the free users' purchase of Premium Content to the Contributor according to the set “Royalty Rate” after deducting various taxes and expenses necessary to operate the service. The royalty shall be calculated per each purchasement and the Company offers the royalty statement monthly basis.

1. The sales price of “Single License” will be followed by the terms of MiriCanvas, and it may be changed based on the sole discretion of the Company.
2. “Royalty Rate” is 35%. The promotional royalty rate of 75% will apply only to settlement cases in December 2022, and the “Royalty Rate” will be changed to 35% from the settlement cases in January 2023.

2. Subscription License Royalty

1. The Company pays a portion of Content-related subscription revenue from the Subscription License Royalty Pool after deducting various taxes and expenses to pay Contributor according to his/her Contribution rate to the Content. The royalty shall be calculated on a daily basis and the Company offers the royalty statement monthly basis.

3. Print License Royalty

1. The Company pays a portion of the Content-related print revenue (i.e., the order amount of each print product) from the Print License Royalty Pool after deducting various taxes and expenses to pay Contributor according to his/her Contribution to the Content. The royalty shall be calculated per each purchasement and the Company offers the royalty statement monthly basis.

The Royalty Calculation method including but not limited to Royalty rate may be changed in sole discretion of the Company from time to time.

Article 3 (Royalty payment schedule)

1. Sales report

1. By the 10th of each month, the Company provides Contributor with a statement of Content sales and royalties accrued in the previous month.
2. If the date of providing the statement or paying royalties falls on a holiday, the Company makes such provision or payment on the next business day. If there is a technical problem in providing the royalty statement, the provision of it may be delayed.
3. Reports and royalties that may arise from other similar P.R.O organizations (ASCAP, BMI, SESAC, etc.) in relation to the performance rights and broadcasting of sound content are excluded from the report provided by the Company.

2. Royalty payment

1. After deducting taxes, the Company pays Contributor royalties accrued in the previous month by the 25th of each month. If the date of providing the statement or paying royalties falls on a holiday, the Company makes such provision or payment on the next business day.
2. Shall not the aggregate amount of unpaid Royalties reach the Minimum Payment Amount (USD 100) designated by the Company, the payment shall be delayed until the aggregate amount of Royalty reaches it.
3. The Company pays overseas contributors based on the exchange rate between Korean Won (KRW) and US Dollars (USD) applicable on the last business day of the month when the Royalty accrued. The policy for applying exchange rate may be changed by sole discretion of the Company.

The detailed conditions and figures specified in this Royalty Policy are subject to change. If the Company changes the royalty rate, royalties arising from Content use accrued before the modification are payable under the royalty rate valid at the time of use.

This Content Contributor License Agreement and Royalty Policy are implemented starting on December 22nd, 2022.