This Agreement (hereinafter referred to as "Terms and Conditions") sets forth the terms and conditions to be observed by Influencers who have agreed to and registered with Stagebank, Inc (hereinafter referred to as "the Company") and by Influencers who wish to register with the Company as part of the Influencer Agreement.
(Structure and Application of the Terms and Conditions)
1 The Company will provide Influencer Agency Services (hereinafter referred to as "the Services") upon conclusion of a contract based on these Terms and Conditions.
2 The agreement with the Company shall be governed by the Terms and Conditions and a separate agreement with the Company corresponding to the Services used by the Influencer, which shall govern the content of the agreement.
3 Terms defined in any of these Terms and Conditions shall have the same meaning in the other Company's Terms and Conditions, unless otherwise provided.
(Modification of Terms)
1 The Company may change the Terms and Conditions at any time. In such a case, Influencer agrees to be subject to the modified Terms and Conditions in terms of fees and other terms and conditions.
2. When the Company changes the Terms of Service, we will notify Influencers via our website or by other means as separately determined by the Company.
(Definition of Terms)
Terms used in these Terms and Conditions shall have the following meanings
Service: A generic term for our influencer agency service.
Project: All work that a Client requests from an Influencer through the Company in the Service.
Client: A person who has entered into a usage agreement with the Company (e.g., a company that wishes to advertise).
Influencer: A person who concludes an influencer contract and executes a project requested by a client.
Client contract: A contract that a company that wishes to advertise (client) enters into with the Company in order to use the Service.
Influencer Contract: A contract that an Influencer enters into with the Company in order to use the Service.
(Application for contract)
1 Application for the use of the Service shall be made by filling out the application form displayed on the Company's website (hereinafter referred to as the "Application Form" and the person making the application shall be referred to as the "Applicant") and sending said Application Form to the Company.
2 The provision of the Service shall begin on the date the Influencer Agreement is validly concluded and the Company notifies the Applicant of the start of use.
(Formation of Agreement)
1 The Influencer Contract shall become effective when the Company notifies the applicant of its acceptance of the application in the manner prescribed by the Company. However, in any of the following cases, the Company may not approve the application for use.
(1) When the Company deems it difficult to provide the Service pertaining to the application or to arrange and maintain the equipment for the Service
(2) When the Company deems that there is a risk that the applicant may fail to perform his/her contractual obligations to the Company, such as having previously failed to perform his/her contractual obligations to the Company
(3) When there is a false statement on the application form
(4) Cases in which the credit card or bank account designated by the applicant for use in payment of the Service fee cannot be properly used for payment
(5) When the applicant is a minor, an adult ward, a person under curatorship, or a person under assistance who has received a judgment under Article 17, Paragraph 1 of the Civil Code, and has not obtained the consent of a legal representative, guardian, curator, or assistant to make the application
(6) When the Company deems that there is a significant business or technical difficulty in providing the Service to the applicant.
(7) When the Company deems that the applicant may use the Service in a manner that brings the Company's social reputation into disrepute
(8) When the Company deems that the applicant is a member of a crime syndicate or other antisocial organization
(9) In any other cases where the Company deems it inappropriate to accept the application.
2 In the event that the Company rejects an application for this Service pursuant to the preceding paragraph, the Company shall promptly notify the applicant. In addition, the Company shall not be obligated to disclose the reason for rejection of the application.
(Contract Term and Dissolution)
The term of the contract shall be from the time the Influencer Contract is concluded until the Influencer Contract is terminated due to the expiration of the contract period stipulated at the time of the contract or other termination conditions stipulated in these Terms and Conditions.
The Influencer shall perform and comply with the following
(1) Properly carry out the requests made by the Project on the specified date and time.
(2) In any case, include the signs that this is an advertisement in the postings.
(3) To revise the contents of the postings in accordance with the Company's instructions
(4) To cope with any disputes with clients or third parties at one's own expense and responsibility and not to cause trouble to the Company.
(5) Reply to our communications within 48 hours (failure to do so may result in cancellation of the project).
(6) Report to the Company the results of the postings (number of impressions, etc.) specified in advance at the predetermined date and time after the implementation of the project. If the Company determines that the report contents are insufficient, it may request another revised report.
1 The amount of money received by the Influencer from the Company shall be the sum of the remuneration and the amount equivalent to consumption tax and local consumption tax (hereinafter referred to as "Consumption Tax, etc.") imposed on such Remuneration payment (hereinafter referred to as "Remuneration"). In the event of a change in the consumption tax rate due to a change in the law, the amount equivalent to the consumption tax, etc. to be imposed on such remuneration payment shall be calculated based on the tax rate after the change.
2 The amount of Remuneration for the Service or the amount of each fee will be presented when we offer a project to an Influencer.
3 The Remuneration amount for the Service is set in Japanese Yen. If the Influencer wishes to receive the remuneration in a foreign currency, the amount will fluctuate according to the exchange rate at the time of the money transfer service, and the Company will not bear any exchange rate risk.
(Method of Payment)
1 The Company shall pay the Influencer the Remuneration by its due date.
2 Unless otherwise specified, payment shall be made by bank transfer if received in Japanese yen, or by Wise, an international money transfer service provided by Wise Plc, if received in a foreign currency.
The Company shall pay the Influencer by the end of the second month following the month in which the Company receives the Influencer's submission report.
(Notification and Reporting)
1 Notification and reporting from the Company to the Influencer shall be made by sending an e-mail to the e-mail address designated by the Influencer, sending an electronic message to the Influencer's SNS account, sending a letter, posting on the Company's website, or by any other method deemed appropriate by the Company.
2 In the event that the Company sends a notice or report to an Influencer by any of the methods described in Paragraph 1, even if such notice or report does not reach the Influencer, the Company shall not be liable for any damages arising from such non-receipt of the notice or report.
(Obligation to Notify)
Influencer shall promptly notify the Company or its designee of any change in the name of the organization, location, name of representative, telephone number, payment account, or any other information required for the Service as stated in the application form.
1 Intellectual property rights related to the results of Projects conducted through the Service shall belong to the Influencer or the Client who has authorized the Influencer to use, implement, or exploit the intellectual property rights. However, the Company may use, implement or exploit the Intellectual Property Rights free of charge to the extent necessary for the purpose of the Service.
2 Neither Influencer nor Company shall make any secondary use of the copyrighted materials generated by the Service, such as copying, reproduction, processing, or reprinting, except with the prior consent of the Client.
(Suspension or discontinuance of the Service, etc.)
1 In any of the following cases, the Company may suspend or discontinue provision of the Service. In such cases, the Company shall not be liable for any compensation.
(2) If the Influencer is found to have provided false information on the application form
(iii) If the Influencer is found to have damaged the Company's credibility
(iv) If the Influencer uses the Service in a manner that is illegal, defamatory, or offensive to public order and morals
(v) When there is a need for maintenance or construction of telecommunications equipment related to the Service
(vi) In case of unavoidable failure of telecommunication facilities related to the Service
(vii) In the event of force majeure such as natural disasters, terrorism, riots, etc.
(viii) In the event of other objectively unavoidable circumstances.
2 In the event of suspension or discontinuation of the provision of the Service, the Company shall notify the Influencer in advance, except in the case of emergency or unavoidable circumstances.
(Discontinuation of Provision of the Service)
1 The Company may discontinue provision of the Service, in whole or in part, for its own reasons.
2 The Company shall notify Influencer in advance of discontinuation of the Service at least one (1) month prior to the discontinuation of the Service.
(Prohibition of disintermediation)
1 It is strictly prohibited for Influencers to conduct projects directly with clients introduced by the Company without the Company's involvement, or any similar act (hereinafter referred to as "Disintermediation").
2 If an Influencer engages in any act of "Disintermediation", the Influencer must pay to the Company the higher of the total amount of compensation earned from the Client in question or 3 million yen as a penalty.
3 If the damages incurred by the Company exceed the amount of the penalty in the preceding paragraph, the Company may demand the Influencer to pay the excess amount of damages.
1. Influencers must not engage in any of the following acts
(1) Infringe on the copyrights, trademarks, or other intellectual property rights of the Company or any third party
(2) Infringing the property, privacy, or portrait rights of the Company or a third party
(3) Acts that discriminate, slander, or insult the Company or a third party, promote discrimination against the Company or a third party, or damage the honor or credibility of the Company or a third party
(4) Actions that lead to crimes such as fraud, abuse of controlled substances, child prostitution, illegal sales of savings accounts and cell phones, etc.
(5) Transmitting or posting images or documents that are obscene, child pornography, or child abuse.
(6) Establishing or soliciting to establish a pyramid scheme.
(7) Falsifying or deleting information available through the Service.
(8) Transmitting or posting harmful computer programs such as viruses.
(9) Unauthorized access to servers or network equipment that can be directly operated by Influencers.
(10) Unauthorized transmission to a third party of e-mail intended for advertising, promotion, solicitation, etc. (spam mail, etc.) or e-mail that is or may be objectionable to a third party (harassing e-mail), obstructing the reception of e-mail by another party, or requesting the forwarding of chain e-mail (chain e-mail) and acts of forwarding e-mails in response to such requests
(11) Interfering with the use or operation of the Company's or a third party's equipment, server equipment, or telecommunications equipment, or otherwise interfering with the provision of this service.
(12) Conducting or soliciting gambling.
(13) Actions to directly and explicitly undertake, mediate, or induce (including requesting others to do so) illegal acts (such as transfer of guns, etc., provision of child pornography, forgery of official documents, murder, threats, etc.).
(14) Acts of posting or transmitting to a third party cruel information such as the scene of a murder, images of animal abuse, or any other information that is or may be extremely objectionable to others in terms of socially accepted norms
(15) Actions that encourage unspecified persons to post information on web pages that is or may be connected to criminal or illegal activities, or information that slanders, insults, or invades the privacy of third parties, or information that may do so.
(16) Actions that cause significant inconvenience to third parties and actions that offend public order and morals.
(17) Acts of posting links in a manner or for a purpose that encourages such acts, knowing that such acts fall under any of the preceding items
(18) Exposure of copyrighted works on social media or other media.
(19) Damaging the brand name of the client or the client's products
(20) Receiving the same Project via other firms
(21) Accepting the project of a competitor of the Client within the period specified in the Project.
(22) Leaking the contents of the contract with the Company, the contents of individual Projects, or any other confidential information obtained through the Project.
(23) Actions that the Company recognizes as having the potential to cause any of the preceding items.
(24) Other acts that the Company deem inappropriate for an Influencer of the Service.
2. In addition to the items in the preceding paragraph, the Company may stipulate other prohibitions and precautions on the Company's website as necessary, and Influencers shall comply with such prohibitions and precautions.
(Prohibition of transfer of rights and resale of the Service)
Influencer may not assign its position under this Agreement or any other rights or obligations under the Influencer Agreement, in whole or in part, to any other party, or resell the Service to any third party, without the prior consent of the Company.
(Storage and deletion of information, etc.)
1 The Company may, but shall not be obligated to, store for a certain period of time information registered by Influencers using the Service in a separate record for the purpose of restoring such information in the event of loss due to malfunction of the equipment providing the Service or other reasons.
2 We may, but are not obligated to, store for a certain period of time records of communications that occur as a result of Influencer's use of the Service The Company shall not be subject to any request for disclosure of such information.
3 The Company may delete any information registered by an Influencer using the Service without notice to the Influencer if the Company has achieved the purpose of the registration and the Company deems that the information is no longer necessary for the provision of the Service.
4 In the event that the Influencer Agreement is terminated, the Company may delete all information registered by the Influencer using the Service on or after the day following the date of termination.
5 The Company shall not be liable for any damages incurred by the Influencer or any third party as a result of the deletion of registered information under this Article.
(Disclaimer of Liability)
1 The Company may delete the Influencer's registered information, contents, data, software, etc. without notice or compensation in the following cases
(1) When the Service is suspended
(2) When the Influencer Agreement is terminated.
2. In the following cases, except to the extent specified in the Influencer Agreement, the Company shall not provide any guarantee or compensation and shall not be liable for damages or other liabilities.
(1) When the Service is suspended, discontinued, or abolished
(2) In the event of any malfunction in the backup of various information, contents, data or software by the Influencer
(3) In case of incompatibility or malfunction of the facilities, equipment, or Internet connection environment necessary for use of the Service provided by the Influencer
(4) When the Influencer's purpose of use is not compatible with the Service
(5) If the Influencer provides false information on the application form
(6) Influencer fails to notify changes in the information on the application form
(7) If the Influencer is using the Service on a trial basis without remuneration.
3 Our liability for the Service is limited to the scope stipulated in the Influencer Agreement, and we shall not be liable to the Influencer for any compensation or responsibility, whether direct or indirect, regardless of the legal cause of action.
4 We do not guarantee the accuracy, authenticity, legality, currency, usefulness, or safety of any information posted by Influencers or any linked websites. The Influencer shall be solely responsible for the Influencer's postings, and the Company shall not be liable to other Influencers or third parties for any damages, losses or expenses resulting from the Influencer's postings. If the Company receive a claim from another Influencer or a third party for any damage, loss, or expense incurred (including but not limited to direct damages, indirect damages, incidental damages, special damages, punitive damages, consequential damages, lost profits, attorney's fees, etc.) as a result of a post made by an Influencer, the Influencer shall indemnify or bear all such claims.
(Handling of Confidential Information)
1 Confidential Information under the Influencer Agreement shall be deemed to fall under any of the following conditions
(1) Information that has been disclosed to the other party by expressly stating in writing that it is confidential.
(2) Information disclosed to the other party on a recording medium or electronic data with a clear indication that the information is confidential
(3) Information disclosed orally to the other party with an explicit indication that it is confidential, which is sent to the other party with an explicit indication that it is confidential in writing or in electronic data within 30 days from the time of disclosure
(4) The contents of these Terms and Conditions, the terms and conditions of the project, and any non-public information about the client obtained by the Influencer through the project.
2 Notwithstanding the foregoing, information shall not be considered Confidential Information if any of the following conditions apply
(1) Information already in the possession of the party to whom the disclosure is made without any obligation of confidentiality
(2) Information legitimately obtained from a third party without obligation of confidentiality
(3) Information independently developed by the disclosed party
(4) Information that has become public knowledge through no intentional or negligent fault of the party to whom the information has been disclosed.
3 When using Confidential Information, the following handling shall be conducted.
(1) The Influencer and the Company shall not use, duplicate, or take out (including sending outside the company by e-mail) the Confidential Information for any purpose other than the execution of the Influencer Agreement, and shall maintain the Confidential Information as confidential.
(2) Influencer and the Company shall not disclose the Confidential Information to any third party without the prior consent of the other party, and shall maintain the Confidential Information as confidential.
(3) Any company in which Influencer or Company holds or may hold a majority stake (hereinafter referred to as "Affiliate") may disclose and use Confidential Information to the extent necessary to carry out the purpose of use, provided that such company does not fall under the category of a third party. However, the Influencer or Company may have such Affiliate assume an obligation of confidentiality equal to or greater than that of the Influencer or Company. Influencer shall be solely responsible for any breach of such obligations by such Affiliate.
4. The Influencer and the Company shall manage Confidential Information appropriately and with the care of a good manager.
5 The Influencer and the Company shall properly train, instruct, and supervise their own employees, retirees, temporary employees, and employees of resident subcontractors to comply with the obligations of confidentiality.
6 If Influencer and Company disclose Confidential Information to a third party with the prior consent of the other party, Influencer and Company shall hold such third party responsible for maintaining confidentiality equal to or greater than their own, and shall assume full responsibility for any breach of such third party's obligations.
(Handling of Personal Information)
1 In each of the paragraphs of this Article, Influencer and the Company shall stipulate matters concerning the handling of personal information for the purpose of appropriately protecting personal information disclosed to the Company in the course of performing its duties.
2 In the Influencer Agreement, "personal information" means personal information as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information, and includes all information that can identify a specific individual by name, address, date of birth, e-mail address or other description, image or sound (although such information alone cannot identify the individual, (including information that cannot identify an individual by itself but can be easily cross-checked with other information to identify the individual), and all information related to an individual that is handled in conjunction with such information.
3 Neither Influencer nor the Company shall copy, reproduce, process, disclose or divulge to any third party any personal information disclosed to or obtained from the other party in the course of performing the Services, except with the prior consent of the other party, beyond the minimum extent necessary for the performance of the Services. In addition, Influencer shall not access or use personal information beyond the minimum necessary to conduct its business.
4 Influencer and the Company shall properly manage personal information with the due care of a good manager.
5 Influencer and the Company shall handle Personal Information with due care to prevent damage or loss, and shall take all necessary and reasonable measures to ensure that Personal Information is not illegally accessed, leaked, stolen, lost, or damaged.
6 Influencer and the Company shall properly train, instruct, manage, and supervise their own employees, retirees, temporary employees, and employees of resident subcontractors to protect personal information.
7. Influencer and Company shall promptly erase or return personal information to the other party upon completion of necessary work, when personal information is no longer needed, or upon the other party's request, and if any files, personal information documents, or other media exist, the other party shall take responsibility to delete or return them to Influencer. If any files, personal information documents, or other media exist, the other party shall take necessary measures to make personal information unidentifiable and dispose of them at its own responsibility.
8. If the Influencer or the subcontractor recognizes the fact that personal information disclosed by the other party has been leaked, stolen, leaked or lost, or that there is a possibility of such an incident, the Influencer and the Company shall promptly report it to the other party and take necessary measures to prevent the expansion and recurrence of damage in accordance with the other party's instructions. The Company shall take necessary measures to prevent the expansion and recurrence of damage in accordance with the instructions of the counterparty.
(Exclusion of Anti-Social Forces)
1 Influencers shall represent and warrant to the Company the following items regarding the exclusion of antisocial forces. In the unlikely event that Influencer discovers any violation by him/herself, Influencer shall immediately report such fact to the Company.
(1) Neither itself nor its officers, persons substantially involved in its management, employees, etc. (hereinafter referred to as "Officers, etc.") are "Anti-Social Forces" (groups or individuals who pursue economic benefits by using violence, force, and fraudulent methods).
(2) That neither the Company nor any of its Officers, etc. have any transactions with antisocial forces, such as the provision of funds or services, knowing that they are antisocial forces, and that they are not in a fraternal relationship with antisocial forces.
(3) That the Influencer will not use violence such as assault, injury, threats, extortion, intimidation, or fraudulent methods to make unreasonable demands, obstruct business, or damage the credibility of the other party or the other party's employees, either by itself or by its officers, etc., using a third party.
2. If an Influencer is found to be in breach of any of the representations or warranties in the preceding paragraph, or if any of the following events occurs, the Company may revoke the Influencer's membership without any notice to the other party and upon written notice. (including but not limited to influencer contracts). The Company shall not be obligated to compensate the violator for any damages incurred by the violator as a result of such cancellation.
(1) If the violator is a member of a crime syndicate, a member of a crime syndicate, an organization affiliated with a crime syndicate, a person affiliated with such an organization, or any other anti-social force (hereinafter referred to as "crime syndicate, etc."). (i) is or was a Boryokudan, etc.
(2) If you or a third party have used fraudulent, violent, or threatening words or deeds against the other party.
(3) In the event that a party has specifically told the other party that he/she is a crime syndicate, etc., or that an affiliated organization or a related party is a crime syndicate, etc.
(4) In the case of defaming or threatening to defame the reputation or credibility of the other party, either by oneself or by using a third party
(5) If the party, by itself or by using a third party, interferes with the business of the other party, or commits an act that is likely to interfere with the other party's business.
If an Influencer falls under any of the following items, we may suspend the Service and terminate the Influencer Agreement without any notice.
(1) If the Influencer is in default with respect to all or part of the obligations incurred under the Influencer Agreement and does not perform them within a reasonable period of time despite having been given a notice of such default.
(2) When there is a change in the information notified to the Company, and the Influencer does not promptly notify the change, or when the changed information violates these Terms and Conditions.
(3) When a bill or check drawn by the Influencer is dishonored
(4) If the business is cancelled or suspended by the supervisory authority
(5) When a provisional seizure, provisional disposition, or compulsory execution is received from a third party
(6) If a petition for bankruptcy, special liquidation, commencement of civil rehabilitation proceedings, or commencement of corporate reorganization proceedings is filed
(7) If a resolution is passed to dissolve the company
(8) In the event of failure to comply with a request for the posting of collateral in the event of deterioration or threat of deterioration of other credit conditions
(9) In the event of any other violation of these Terms and Conditions.
These Terms and Conditions and the Influencer Agreement shall be governed by and construed in accordance with the laws of Japan with respect to all matters including validity, interpretation and performance.
The Tokyo District Court or the Tokyo Summary Court shall have exclusive first instance jurisdiction over any lawsuit related to this Agreement and the Influencer Agreement, depending on the amount of the suit.
(Effective Date) This Agreement shall be effective as of July 1st, 2023.