Terms of Agreement
Article 1-2. Crowdfunding Endorsement
Article 2. General Provisions
- 1.For the purpose hereof, the term "Member" means a person who submits an application for and is authorized by the Company to use the Services hereunder. An applicant wishing to be a Member (hereinafter referred to as "Applicant") must apply online for admission in such manner as may be prescribed by us. An Applicant who is a minor, adult ward, or person subject to a curatorship or under Assistance, he or she will apply for admission with consent of its legal representative, guardian, curator, and assistant.
- 2.Each Member should back up data on a regular basis so that you can use those backup data in case your data is damaged or destroyed due to any circumstances during use of the Services.
The Company will not be responsible to you for damages arising from your failure to create backups.
3.We may reject an Applicant's application at its our sole and absolute discretion if the Applicant:
- (1)was previously disqualified for membership;
- (2)submits a false statement upon application;
- (3)is determined by the Company to be anti-social forces (which mean an organized syndicate of crime, a member thereof, or any other group or individual pursuing economic interests using violence, force, or fraudulent means. The same will apply hereinafter), or engaged in any interaction or relationship with anti-social forces, by way of finance or other assistance or involvement through maintenance, operation, or management for the benefit of anti-social forces; or
- (4)is deemed by the Company as inappropriate for admission for any other reasons.
- 4.An Applicant will be notified by the Company when the Applicant is permitted to join the Company, such permission to be granted pursuant to the preceding paragraph and other criteria prescribed by the Company, upon which the relevant procedures will be deemed complete and an agreement governing the use of the Services under the terms and conditions of TU ("Subscription") will become effective between you as a Member and the Company.
- 5.Each Member hereby agrees that notification on the Services or relating to system maintenance, and such other information as we deem appropriate, will be distributed by us to you via email or other communication means.
Article 3. Information on Members
1.Upon admission, each Member will at its own risk register and administer any information, including, but not limited to, email address and password (hereinafter referred to as "Registered Information"). In order not to allow a third party to use its password, Each Member must:
- (1)keep its password that cannot be easily identifiable to a third party;
- (2)not disclose its own password to any third party;
- (3)regularly change its password;
- (4)log out after you stop using the Services, if you are using the Services on computers used by more than one person or on your mobile phone terminal; and
- (5)invalidate registration of "easy login", if you are using the Services on computers used by more than one person or on your mobile phone terminal.
- 2.The Company will be entitled to consider a person who used the Services via a registered password as a Member who registered such password. Under no circumstance will we be responsible to you for the results arising therefrom and other liabilities.
- 3.Each Member will be liable to us and any third party for damages incurred by us or any third party, as the case may be, arising from or in connection with an unauthorized use of your password.
Each Member shall be responsible for administering your registered information, and we will not be responsible for any loss or damage incurred by a Member due to incorrect or false information so registered.
- 4.Each Member can use the Services according to its age or the circumstances where you are using the Services, to the extent as allowed by the Company.
- 5.Each Member agrees to disclose to us correct and updated information upon admission, and promptly notify us in a form as designated by the Company of any change to those which have been submitted to us.
- 6.Each Member also agrees to disclose to us correct, updated, and valid information in respect of profits or products received or purchased through the Services, or in connection with your bank account as a beneficiary or any payments by you, and promptly notify us in a form as designated by the Company of any change to those which have been submitted to us.
Article 4. Personal Information
Article 5. Treatment of Intellectual Property Rights (IPR)
1.For the purpose hereof, the term "Intellectual Property Rights" (or "IPR") has the following meanings.
- (1)"IPR" means creation of an invention, device, and design, or of branding, logo and symbol marks relating to trademarks, and of any works, as well as deliverables derived from creation of design concept, and includes registration rights for patents, utility rights, and design rights to the invention, device, design, and trademarks, as well as the application right for registration of trademarks (including any rights arising from such application right).
- (2)"Design Concept" means a creative expression of technologies, cultural thoughts or feelings, including any structure related to things, and business and market strategies, which may have many applications and broad expandability, with unique features in relation to which any business model, services, and products that are comparable to such concept do not exist at the time of disclosure.
- 2.All IPRs pertinent to the contents described or posted by a Member through the Services (including, but not limited to, Design Concept, product design, text, image, animation, or other data. Hereinafter referred to as "Contents") will belong to the Member.
- 3.Any Member hereby grants to the Company a worldwide, fully paid, royalty free, and perpetual license to use the Contents which are described, posted or publicized by the Member in the Services for the sole purpose of promoting the Services and the Contents, and other publicity activities (including, but without limitation, reproduction, release, public transmission, dictation, display, distribution, lease, translation and adaption, and sublicensing thereof).
- 4.For all IPRs pertinent to the Contents described, posted, or disclosed by a Member on and through the Services, which are determined to be commercialized, each Member agrees to assign to the Company registration rights for patents, utility rights, and design rights to an invention, device, design, and trademarks, as well as the application right for registration of trademarks in respect of such IPRs.
- 5.For all copyrights pertinent to the Contents described, posted, or disclosed by a Member through the Services, which are determined to be commercialized, a Member who owns such copyrights hereby grants to the Company an exclusive and sole license to use the same. The Member may not grant such license to any third party in respect of any IPR to the Contents of the Services. In the event that it becomes necessary to modify, translate or create derivative works of such copyrights, we will promptly notify the Member to that effect, and the Member will modify jointly with us, in which event, an exclusive and sole license to use such copyrights created thereunder will be granted by you to us, as required for the aforementioned copyrights. The Company will do its due diligence to maintain identity of such copyrighted works, and in case of a dispute in relation thereto, the Parties will meet and discuss to find a solution, upon request from the Member.
- 6.Each Member hereby grants permission that the Member's IPR will be used or utilized in the course of commercialization; any third party may participate in such commercialization and development; an invention or design may be created on such IPR; and a foreground IPR using or depending on the Member's IPR will be created.
- 7.Each Member agrees to assign, in respect of the foreground IPR as set forth in the foregoing, to the Company its registration rights for patents, utility rights, and design rights to the invention, device, design, and trademarks, as well as the application right for registration of trademarks, and an exclusive and sole license to use the applicable copy rights will be granted by the Member to the Company. Each Member agrees to assign or license to any third party the foreground IPR pertinent to the Contents of the Services.
- 8.The Company reserves the right to require Members to transfer or assign copyrights in and to the Contents that are commercialized (including, but not limited to, those which are protected under the provisions of Article 27 and 28 of the Copyrights Act), and upon request from the Company, such copyrights shall be automatically transferred or assigned to the Company without any declaration of intention. In consideration for transfer or assignment of copyrights pursuant to this paragraph, the Company shall pay to relevant Members necessary remunerations under Article 6.3. After such transfer or assignment pursuant to this paragraph, Members shall not exercise and hereby waive their moral rights against the Company and any other persons to which such moral rights are assigned or licensed.
- 9.For all IPRs pertinent to the Contents (including, but not limited to, text, image, animation, or other data) described, posted, or disclosed by a Member through the Services, which are not yet determined to be commercialized, the IPR in such Contents will be expressly reserved by the Member.
Article 6. Reward and Royalty
- 1.We will offer a reward as more particularly described in the Services, in respect of your Design Concept and product design that you posted through the Services and are determined to be commercialized.
- 2.We will pay you royalties, based upon the contributory ratio for the patent or other IPR pursuant to Article 5.4 to 5.7 that is commercialized and by which any products embodying the same are sold in the market. In the event that the Company assigns to a third party the license, the contributory ratio will be modified according to the terms and conditions between the Company and the assignee, and the Parties hereto will agree on the new terms and conditions through due consultation.
- 3.In consideration for transfer or assignment of copyrights pursuant to Article 5.8, the Company shall pay to relevant Members necessary remunerations within the scope of the Services.
Article 7. Payment Method of Reward
- 1.We will pay you the applicable reward, royalties based upon sales from the Contents that are commercialized, and remunerations (hereinafter collectively referred to as "Reward"), deducted by the relevant taxes, including, but not limited to, withholding tax required to be paid in accordance with the applicable laws and regulations.
- 2.The amount of the applicable Reward will be paid to your bank account registered by you in the Services, in accordance with such schedule as designated by the Company, after we determined to pay you the reward and royalties and the amount payable.
- 3.For payment purposes, each Member must notify us of your exact bank information and other relevant information so that we can properly pay to relevant authority the withholding tax. Should we are not able to process the payment of Reward payable to you due to incorrect information provided by you, you will be advised from us to that effect by email, and if no reply is given to us within one month, the rights to such Reward will be deemed forfeited.
- 4.Under no circumstances, will the Member's rights to Reward be transferred, leased, or encumbered to any third party other than the Member.
Article 8. Warranty
- 1.Each Member hereby warrants to the Company that the Contents posted by it on the Services is produced by the Member and it has the complete and absolute copyrights thereto, or that the Member is granted in writing by a lawful licenser an appropriate license to use such Contents.
- 2.Each Member hereby warrants to the Company that the relevant information (e.g. tag or title) posted by it on the Services is true and correct in all material respects.
- 3.Each Member hereby warrants to the Company that it has obtained all permissions from an owner (or its authorized representative) of any portrait right, publicity right and trademark right, or copyright, or other IPRs or third party's right, which are pertinent to the photogenic subject of the Contents posted by it on the Services, and the same does not infringe any third party's rights, except for cases for patents or other industrial properties that are pending and not published.
- 4.Each Member hereby warrants to the Company that the Contents posted by it on the Services are produced in a lawful manner.
- 5.Each Member defends, indemnifies, and holds harmless from and against any claim, objection, demand, and compensation, raised from a third party, in respect of the Contents posted by the Member on the Services, except for cases for patents or other industrial properties that are pending and not published. Each of the Parties hereto will cooperate with the other to resolve or settle such claim, objection, demand, and compensation for this case.
- 6.Each Member will be liable to the Company for any damage (including, but not limited to, reasonable attorney's expenses) arising from or in connection with the said claim, objection, demand, and compensation as set forth in the foregoing, except for cases for patents or other industrial properties that are pending and not published. For this case, the amount due pursuant to this paragraph will be capped at the aggregate amount of reward and royalties received by the Member pursuant to Article 6 hereof.
- 7.In the event of any claim, objection, demand, and compensation, raised from a third party, in respect of the Contents posted by the Member on the Services, the Company may disclose to such third party contact information as to the Member who uploaded the Contents.
Article 9. Prohibited Action
For the purpose hereof, each Member agrees not to commit acts as set forth below, and in the event of any violation thereof, or if determination on commercialization is taken back, or reward and royalties is forfeited, or the Services hereunder is suspended, the Company may take such action as it may deem appropriate, without any liability for loss or damage sustained by the Member, in the event of:
- (1)infringement of IPR, portrait right, publicity right, or other right owned or held by the Company, designer, manufacturer, Member, or other third party;
- (2)act that may be prejudicial to the Company, designer, manufacturer, Member, or other third party's reputation or good name, or constitute unlawful discrimination or slanderous defamation;
- (3)act of causing infringement or being likely to cause infringement on any properties owned or held by the Company, designer, manufacturer, Member, or other third party;
- (4)act of causing economic damages to the Company, designer, manufacturer, Member, or other third party;
- (5)act of intimidating the Company, designer, manufacturer, Member, or other third party.
(6)posting by a Member of information which;
- (a)has risks of damage to a third party's rights and properties;
- (b)may be harmful to, or detrimental, physically or mentally, to a third party;
- (c)constitutes a crime, tort, or dangerous act, or instigation or aiding and abetting thereof;
- (d)is intended to cause or is likely to cause unlawful or harmful act, or intimidation, abuse, racial discrimination, slander or defamation or libel, contempt, harassment, agitation, and disgust;
- (e)is untrue or false, or is known to be nonexistent;
- (f)is not controlled by the Member or for which the Member has no control over the right thereto;
- (g)may infringe a third party's copyright or other IPR or other proprietary rights, or prejudice the public interest or the rights of individuals;
- (h)includes images or text that are obscene, or contain child pornography or abuse; and
- (i)is considered by the Company to be inappropriate.
- (7)act of using or prompting computer virus or harmful program;
- (8)act of placing infrastructure or devices for the Services under excessive load;
- (9)act of aggression against servers, system, or security on the Website;
- (10)attempt to have access to our services in a manner other than through such interface provided by us;
- (11)act of an unauthorized adaption, reproduction of, or reference to the Contents described, posted or publicized by it;
- (12)act of an unauthorized commercialization of the Contents posted by it; and
- (13)any other act that is considered by the Company to be inappropriate.
Article 10. Withdrawal and Cancellation of Membership Registration
- 1.Each Member may withdraw from membership any time in accordance with the procedures as prescribed by the Company.
2.The Company reserves the right to temporarily suspend a Member's qualification or cancel its membership registration without prior notice or demand in the event of any of the following:
- (1)the Member fraudulently uses or causes a third party to fraudulently use its account or password and the Services;
- (2)the Member is filed against it for seizure, temporary seizure, temporary disposition, compulsory execution, bankruptcy, civil rehabilitation, corporate reorganization, or special clearance, or files a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special clearance;
- (3)the Member enters invalid password more than such times as may be fixed by the Company;
- (4)the Member has not used the Services at any time during such period as may be fixed by the Company;
- (5)the Member is a minor, adult ward, or person subject to a curatorship or under Assistance, and the Member has not obtained consent of its legal representative, guardian, curator, and assistant;
- (6)the Member is dead, or ruling for commencement of guardianship, curatorship, or assistance is issued in respect of him or her;
- (7)the Member is determined by the Company to be anti-social forces, or engaged in any interaction or relationship with anti-social forces, by way of finance or other assistance or involvement through maintenance, operation, or management for the benefit of anti-social forces; and
- (8)any other act that is considered by the Company to be inappropriate.
- 3.Each Member will be liable to the Company for any damage (including, but not limited to, reasonable attorney's expenses) arising from or in connection with a violation of the foregoing Article 10.2 hereof.
- 4.Under no circumstances, will the Company be obligated to disclose to you any reasons for withdrawal pursuant to the second paragraph hereof.
Article 11. Disclaimer
- 1.THE COMPANY WILL NOT BE ENGAGED IN OR INTERFERE WITH ENVIRONMENT FOR YOUR PERSONAL COMPUTER, NOR WILL ASSUME THE LIABILITY ARISING THEREFROM.
- 2.THE COMPANY HEREBY DISCLAIMS ANY DAMAGES ARISING FROM CHANGES IN, AND CESSATION OR TERMINATION OF THE SERVICES HEREUNDER.
- 3.LINKS FROM EACH PAGE OF THE WEBSITE SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT OF LEGALITY, MORALITY, RELIABILITY, OR CORRECTNESS IN RESPECT OF SUCH PAGE.
- 4.WE WILL NOT BE HELD LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICES HEREUNDER.
- 5.THE COMPANY HEREBY DISCLAIMS ANY LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, OR OTHER DAMAGE, INCLUDING, BUT NOT LIMITED TO, INDIRECT DAMAGES AND LOSS OF PROFIT, INCURRED BY YOU OR ANY THIRD PARTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 6.THE PROVISIONS OF THE FIRST TO THE FIFTH PARAGRAPH OF THIS ARTICLE 11 WILL NOT APPLY TO THE EXTENT THAT SUCH DAMAGES ARE CAUSED BY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE COMPANY OR THE CONTRACT FALLS UNDER THOSE WHICH APPLY TO A CONSUMER WITHIN THE MEANING OF THE CONSUMER CONTRACT ACT.
- 7.WE WILL BE HELD RESPONSIBLE FOR ANY AMOUNT OF LIABILITY ARISING FROM THE USE OF THE SERVICES; PROVIDED THAT THE MAXIMUM AMOUNT OF SAID LIABILITY WILL BE CAPPED AT THE AGGREGATE AMOUNT PAID BY YOU TO US IN CONSIDERATION FOR THE SERVICES.
- 8.EACH MEMBER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE INCURRED BY A THIRD PARTY OR ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY, ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICES.
- 9.EACH MEMBER WILL AT ITS OWN COSTS AND RESPONSIBILITY COMPENSATE THE COMPANY FOR ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LEGAL COSTS AND ATTORNEY'S EXPENSES, INCURRED BY IT IN CONNECTION WITH THE USE OF THE SERVICES.
Article 12. Advertisement
- Each Member hereby understands and approves that the Services may contain any advertisement, and that the Company or its affiliates may insert advertisement on the Services. The form and scope of the advertisement are subject to change from time to time.
Article 13. Transfer of Rights
- 1.Each Member agrees not to assign to a third party, wholly or partially, the status and the rights or duties hereunder, without prior consent of the Company.
- 2.Notwithstanding the foregoing, the Company may at its absolute discretion transfer to a third party the Services or any part thereof; in which event, all rights and privileges of the Member by virtue of the Services (e.g. the Member's account) will be transferred to the transferee, to the extent of such rights so transferred.
Article 14. Severability
Article 15. Survivability
- The provisions of Article 5, 6, 7, 8, 9, 11, 16, and 17 will survive withdrawal by you from the Services.
Article 16. Governing Law
- This Agreement will be governed by and construed in accordance with the laws of Japan.
Article 17. Jurisdiction
Article 1. Definition
- For the purpose of this Endorsement, the following terms shall have the meaning as ascribed to them below.
- 1."All-or-Nothing Method" means any Project posted by Promoter that will be deemed as effective upon bankroll collected from Members reaching the Funding Target. Any Project that fails to become effective will result in the cancelation of Bankrolling and a refund to Members of all bankrolls.
- 2."All-In Method" means any Project posted by Promoter that will be deemed as effective upon commencement of Application Period, regardless of the Target Amount.
- 3."Bankrolling" means an act of financially supporting any Project posted by Promoter.
- 4."Bankrolls" mean any monies paid by Members for any Project posted by Promoter in consideration for Returns.
- 5."Promoter" means a person or entity which posts any Project on the CFS for bankrolls from Members.
- 6.A Project will be deemed as "Effective" when bankrolls for the Project have been irrevocably made available to Promoter.
- 7."Representative" has the same meaning as Article 4.1.
- 8."Bankrolling Agreement" means any agreement by and between Promoter and Members, as more particularly defined in Article 3.2.
- 9."Project" mean any Project that is posted on the CFS by which bankrolling will occur.
- 10."Application Period" means such period as may be designated by Promoter as a period during which bankrolling will occur for each Project posted by Promoter on the CFS.
- 11."Target Amount" means any target amount of Bankrolls made by Promoter in respect of Projects.
- 12."Returns" mean any items or other services provided by Promoter to Members based on an amount of their respective Bankrolls where the Bankrolling Agreement has been concluded and any Project are deemed as effective.
Article 2. Acceptable Use of CFS
- 1.During the validity of Subscription, Members are entitled to use the CFS in accordance with such manner as may be determined by the Company pursuant to the Endorsement.
- 2.The Bankrolling Agreement to be concluded for each Project will become effective between Promoter and each Member. CFS will serve as a platform on which any project can be posted. The Company will not be a party to such Bankrolling Agreement and the rights and duties under or in connection with the Bankrolling Agreement will be created only between Promoter and the Member.
Article 3. Offer of Bankrolling
- 1.With respect to CFS, any Member may make an offer to Promoter for Bankrolling any Project posted by Promoter in accordance with such manner as may be designated by the Company.
- 2.Upon an offer by a Member for Bankrolling any Project posted by Promoter, the Member will provide Promoter with Bankrolls in consideration for Returns, and an agreement under which Returns will be delivered by Promoter to the Member contingent upon the Project becoming effective ("Bankrolling Agreement").
- 3.Members agree to make payment of Bankrolls at their own cost and responsibility in a suitable manner and acknowledge and agree that the Company will not be a party to the Bankrolling Agreement nor will retain any responsibility for the content and performance of the Bankrolling Agreement.
- 4.Members acknowledge and agree that it is Promoter's responsibility and Company will not retain any responsibility to issue a receipt of Bankrolls or other appropriate documents evidencing receipt of Bankrolls.
Article 4. Bankrolling
- 1.Members hereby acknowledge and agree that the Company and its designee ("Representative") are authorized to receive all Bankrolls on behalf of Promoter. Upon receipt by Representative of Bankrolls from a Member, Bankrolling by that Member will be deemed complete.
- 2.Members hereby agree to make payment of Bankrolls to Representative by the due date as designated by the Company via credit card or in accordance with other payment means as prescribed by the Company and designated by the Members and agree not to pay directly to Promoter. Any and all commissions or other charges relating to the payment will be borne by the Members.
Article 5. Cancelation of Bankrolling
- 1.Members reserve the right to cancel Bankrolling effected by them in accordance with such manner as designated by the Company prior to the relevant Project becoming effective. Once the Project becomes effective, any Bankrolling will be rendered as non-cancelable unless otherwise permitted by Promoter.
- 2.Members hereby acknowledge and agree that, in the event of discontinuance of any Project or deletion of Returns selected by Member, or otherwise when the Company or Promoter may deem appropriate, the Bankrolling for the relevant Project may be canceled ab initio.
- 3.If the Bankrolling is canceled regardless of whether by a Member or others unwillingly, any Bankrolls from the Member will be refunded in accordance with such manner as designated by the Company. Commissions related to refund will be borne by the Member who canceled it, or by Promoter in any other case.
Article 6. Returns
1.Member's rights to receive Returns will accrue upon:
- (1)any Project becoming effective in case of All-or-Nothing Method; or
- (2)expiry of Application Period in case of All-In Method
2.Members hereby agree that:
- (1)Any of Projects may be discontinued or canceled.
- (2)Returns are subject to addition, deletion or modification, or units of Returns may be added or deleted.
- 3.If Promoter is unable to distribute any Returns to a Member by reasons of undeliverable address to which Returns are to be delivered or for other reasons attributable to the Member, the rights to receive Returns will be deemed waived by such Member, and under no circumstances will the Company or Promoter be held liable for failure of distributing Returns.
Article 7. Handling of Cases Where Projects Not Effective/Discontinued
- In the event that any Project has been canceled or discontinued, or any Project did not become effective, Member's Bankrolling will be automatically canceled, and the Bankrolls will be processed in accordance with the following.
- 1.Bankrolls have not been available to Promoter:
All Bankrolls received by the Company from Members on behalf of Promoter will be refunded to the Members.
- 2.Amounts due to Promoter have been paid to Promoter:
PROMOTER WILL AT ITS OWN COST AND RESPONSIBILITY REFUND TO MEMBERS APPLICABLE AMOUNTS OF BANKROLLS, IN WHICH CASE THE COMPANY WILL NOT WARRANT THAT THE RELEVANT PROCEDURES WILL BE CARRIED OUT IN A PROPER MANNER.
Article 8. Dispute Resolution
- It is your responsibility to make payment of Bankrolls, and receive distribution of Returns, and settle other deals between you and Promoter. Any and all troubles or other disputes between you and Promoter arising therefrom will be resolved between them.
Article 9. Handling of Personal Information
- 1.Your offer of Bankrolling for any Project will indicate your agreement that your name or email address or other information will be disclosed to Promoter posting such Project to the extent necessary to execute the Bankrolling Agreement, and receive distribution of Returns, or otherwise use the CFS.
- 2.The Company may make use of (including, but not limited to, disclosure to third parties) your personal information made available to us in providing the CFS, as statistical or other data in personally unidentifiable forms.
Article 10. Disclaimer
- THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUCCESS OF PROJECTS AND AVAILABILITY OF RETURNS. THE CFS WILL BE PROVIDED "AS IS," AND ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, COMPLETENESS AND CONTINUITY ARE HEREBY EXCLUDED.