BitStar
Terms of Service

BitStar Terms of Service (For Advertisers)

These Terms of Service (“Terms”) describe the terms and conditions pursuant to which any services delivered by BitStar, Inc. (“BitStar”) are to be used. Please carefully read the entire content of this document for using the Services before agreeing to these Terms.

If there is a contradiction or difference between the Japanese version and any translated version other than Japanese of these Terms, the Japanese version shall prevail.

Article 1. Applicability

1. Terms set forth the terms and conditions of the Services (as defined in Article 2(2) below. The same will apply hereinafter), and the rights and duties between current or prospective Client and BitStar pertinent to use of the Services, and apply to all relationships of use of the Services between Client and BitStar.
2. All guidelines, manuals, specifications, standards, and any policies relating to use of the Services (as modified by BitStar for any events, such as additional services. Hereinafter collectively referred to as “Policies”), which are from time to time stipulated for the purpose of facilitating the provision of our Services, will constitute an integral part of this document.
3. To the extent of inconsistency between these Terms and any other agreements for providing the Services (including, but not limited to, so-called Master Service Agreement and Master Advertising Agreement) that have been executed or will be executed by the Parties, the latter will prevail.

Article 2. Definition

For the purpose hereof, the following terms will have the meaning as ascribed to them below, unless defined elsewhere in these Terms.

(1)“Distribution Services” will mean any platform services on which visuals can be posted, including, but not limited to, YouTube, TikTok, Twitter, Instagram and other social media;

(2)“Services” will include any and all services provided by BitStar via Internet, related to production of videos for advertising and promotion of products/services that is performed by Influencer, distribution thereof to Distribution Services, Influencer casting, development of products and other services with respect to Influencer, and “BitStar” which refers to the system controlling these items collectively;

(3)“Deliverables” will mean videos, images, and other visuals to be posted produced by BitStar or Influencer via the Services for advertising and promotion of products/services that is performed by Influencer, and any Influencer related products, and other deliverables as specified in the Service Contract;

(4)“Influencer” will mean any YouTuber(s) belonging to BitStar or affiliated with BitStar, and other influencers;

(5)“Client” will mean any client wising to register in and use the Services who has agreed to these Terms, and applied in the manner prescribed by BitStar, and has been duly approved by BitStar (i.e. client who has registered in the Services, and to which the Services are ready to be available);

(6)“Service Contract” will mean any individual contract with respect to the use of Services, which will be executed by Client and BitStar (Collectively, the “Parties”) pursuant to these Terms;

(7)“Work” will comprise Influencer casting and deliverables making, distribution thereof (to Distribution Services), product development, and other work as specified in the applicable Service Contract, which are to be provided by BitStar via the Services; and

(8)“IPRs” will include copyrights, patents, petty patents, trademarks, design rights and other intellectual property rights (including right to acquire, or submit an application for registration of, any of these rights).

Article 3. Registration

1. Any Client (“Applying Client”) desiring to make an application for registering in the Services (“Application for Registration”) agrees to comply with these Terms and submit an Application for Registration in accordance with such procedures as determined by BitStar.
2. For registering as a Client (“Client Registration”), Applying Client agrees to provide such information as specified by BitStar (“Registrable Information”) in accordance with the manner separately set out by BitStar.
3. BitStar reserves the right to reject your Application for Registration without obligation to disclose reasons therefor, in the event of any of the following.

(1)Any or all of Registrable Information which Applying Client provided to us is found to be false, incorrect or omitted;

(2)Applying Client is in breach of the provision of Article 25.1 hereof;

(3)Applying Client has ever violated any contract with BitStar, or is found to be associated with persons who have violated such contract, as determined by BitStar;

(4)Client Registration has been canceled pursuant to Article 22.1 hereof, or applicable Service Contract has been terminated wholly or partially;

(5)Applying Client fails or threatens to fail to comply with these Terms; or

(6)BitStar determines that it is inappropriate for BitStar to conduct the registration.

4. Applying Client will be notified by us of our determination as to whether your Application for Registration will be approved or rejected after reviewing the details of the application. Upon our notice of approval under this Article 3, the Client Registration will be deemed completed.

Article 4. Use of Services

1. Client may subcontract the Work to third parties via Services. Details and the applicable terms and conditions of the subcontracting will be included in the Service Contract executed by and between Client and BitStar in each case.
2. Service Contract will take effect upon completion of BitStar procedures on the Services, or pursuant to the manner (e.g. Email) as otherwise agreed by the Parties.
3. These Terms will apply to all Service Contracts without exception. To the extent of any inconsistency between these Terms and any Service Contract, the Service Contract will prevail.

Article 5. Subcontracting

The Parties hereto agree that BitStar may at its sole discretion subcontract any or all of the Work to third parties (including, but not limited to, Influencers).

Article 6. Information disclosure

1. Upon request from BitStar or Influencer for information, materials or any SOW necessary for carrying out the Work, Client will promptly accommodate such request.
2. Upon request from BitStar or Influencer, Client will hold a meeting about the Work, and discuss with BitStar or Influencer in good faith the matter regarding the Work.
3. If Client is required by BitStar or Influencer to provide any equipment or tools as may be necessary for carrying out the Work, Client will do so on reasonable conditions.
4. Under no circumstances, will Client be liable for any delay in the Work arising from failure to accommodate the request made pursuant to any of the preceding paragraphs without a good reason. Subject to the foregoing, if it is substantially difficult for BitStar to carry out the Work, BitStar may terminate the Service Contract in whole or in part.

Article 7. Delivery of Deliverable

1. BitStar will produce Deliverables no later than the delivery date as specified in the applicable Service Contract, and deliver the same to Client in such manner as stipulated in the applicable Service Contract.
2. In the event that BitStar is likely to be unable to deliver the Deliverables no later than the specified delivery date, BitStar will inform Client of any reasons and expected duration of the delay, and the Parties will meet and discuss countermeasures in a prompt manner.
3. If Client refuses to deliver the Deliverables, BitStar will be free to dispose of the Deliverables, and Client will bear responsibility for payment of costs required for such disposition. For the avoidance of doubt, Client will not be released from payment of consideration for those Deliverables.

Article 8. Incoming inspection

1. Promptly upon delivery by BitStar of the Deliverables, Client will conduct an incoming inspection against the Deliverables, and notify both BitStar and Influencer of the results in writing (including by email or via other communication means available on the Services. The same will apply hereinafter.), thereupon the Deliverables will be deemed as accepted.
2. If, during incoming inspection as stipulated in the foregoing, Client identifies any portion of the Deliverables not compliant with the terms and conditions of the Service Contract with respect to type or quality (“Non-compliance”), Client will be entitled to require BitStar to rectify that Non-compliance, in which event BitStar will do so within a reasonable timeframe.
3. If Non-compliance of the Deliverables that has been identified pursuant to the foregoing is rectified, Client will promptly conduct a second inspection, and give written notice to both BitStar and Influencer stating the results, thereupon the Deliverables will be deemed accepted.
4. In the event of Non-compliance having been identified with respect to the Deliverables as a result of the second inspection and subsequent inspections, the provisions of the second and the third paragraph of this Article 8 will apply mutatis mutandis.
5. The Deliverables will be deemed to have passed an incoming inspection and accepted by Client, if Client:

(1)fails to notify BitStar and Influencer via Services or by writing of the results of the inspection within a period as further agreed by the Parties (“Inspection Period”) after delivery or rectification under the preceding Article 7 and the second paragraph of this Article 8 (as applied mutatis mutandis pursuant to the fourth paragraph);

(2)gives notice that the Deliverables did not pass the inspection without valid reasons, and the applicable Inspection Period expired without reasonable explanations; and

(3)uses the Deliverables for any purpose other than for conducting incoming inspection.

Article 9. Distribution

Upon acceptance of any Deliverables that are expected to be distributed to any Distribution Services, including, but not limited to, videos, images or other visuals to be posted, pursuant to the preceding Article 8, BitStar will, during the distribution period as specified in the Service Contract, cause Influencer to distribute such Deliverables via Distribution Services as identified in the Service Contract in a prompt manner. If no such distribution period is specified in the Service Contract, the distribution period for such Deliverables will be deemed as one month to three months after the date of distribution.

Article 10. Payment of consideration

1. In consideration for the Work, Client agrees to pay to BitStar an amount specified in the applicable Service Contract, together with consumption taxes (including local consumption taxes. The same will apply hereinafter.) pursuant to the due date and other terms of payment as set out in the Service Contract. All banking fees and other payment commissions will be borne by Client.
2. Notwithstanding the preceding paragraph, Client located outside Japan that place an order to BitStar for the first time shall pay 50% of the compensation for the Work by the date designated in writing(Ex. invoice) after placing the order, and pay the remaining 50% by the date designated in writing(Ex. invoice) after the Deliverables’ delivery. However, this shall not preclude Client from paying the entire compensation upon placing the order through consultation between BitStar and Client. Furthermore, the above shall not apply to the second order in principle, and Client shall pay the compensation for the Work by the date designated in writing (Ex. invoice) after placing the order.
3. BitStar will be entitled to seek payment from Client any personnel fees, material costs, travel expenses, hotel charges and other relevant costs and expenses incurred by BitStar or Influencer in connection with performance of the Work, in addition to consideration pursuant to the preceding paragraph, unless otherwise stipulated in the applicable Service Contract.
4. In case of late payment from Client with respect to consideration under the first paragraph or costs and expenses pursuant to the second paragraph above, Client will pay to BitStar interest calculated from day to day at the rate of fourteen point six (14.6%) per annum on the outstanding sum, based upon a period of three hundred and sixty-five (365) days.

Article 11. Assumption of risk

1. BitStar will be responsible for loss or damage of the Deliverables, wholly or partially, which occurred prior to completion of an acceptance, unless otherwise caused by Client’s wilful conduct or negligence.
2. Client will be responsible for loss or damage of the Deliverables, wholly or partially, which occurred subsequent to completion of an acceptance, unless otherwise caused by BitStar’s wilful conduct or negligence.

Article 12. Disclaimer

1. Under no circumstances, will bitstar be liable for any non-compliance identified in the deliverables subsequent to completion of an acceptance thereof.
2. BitStar will in no event be liable for the delay or non-performance of the work due to influencer’s injury or other unavoidable circumstances on the part of BitStar or influencer. in which event, the parties will meet and discuss in good faith to find a solution.
3. Client hereby acknowledges that with respect to the Deliverables that are expected to be distributed to any Distribution Services, such as videos, images, or other visuals to be posted, any action, including, but not limited to, deletion, suspension of distribution or other measures will be taken by the Distribution Service provider at its sole discretion, and further acknowledges, (i)BitStar will not be liable for any and all activities (e.g. deletion and suspension of distribution) of the Distribution Service provider, and in which event, (ii) consideration payable to BitStar will not be reduced, and BitStar will be under no obligation to refund any consideration received by BitStar.

Article 13. Intellectual property rights

1. All intellectual property rights in or to the Deliverables will be expressly reserved by BitStar or Influencer, as the case may be.
2. Client will be entitled to use the Deliverables in a manner as previously agreed by the Parties. Client agrees not to use the Deliverables in any manner other than specified in this paragraph.
3. All intellectual property rights and knowhow and other rights and privileges in or to the Services, as well as any systems, API, SDK, software, and other information, tangible or intangible, which are provided to Client with respect to the Services, will be expressly reserved by BitStar or its licensor.

Article 14. Secondary use

1. For any secondary use by Client of the Deliverables, or a website to which the Deliverables is linked or video materials (including, but not limited to, use for any website, promotional tools used in the front of a store, SNS and advertising of any type, events and other type of use), Client, BitStar and Influencer will meet and discuss in advance to determine the description, scope, duration, consideration of, and otherwise related to the secondary use.
2. Prior to proceeding with the secondary use, Client will undergo an Influencer’s creative check for such secondary use. Secondary use may be granted insofar as the Influencer’s consent is secured.

Article 15. No direct transaction

1. Client will not engage in any transaction or negotiation with Influencer outside the Services without prior written consent of BitStar.
2. In the event of a breach by Client of the preceding paragraph hereof, Client will be obligated to pay to BitStar liquidated damage triple the consideration paid by Client to Influencer for transaction or negotiation pursuant to the preceding paragraph, or the total amount of consideration paid by BitStar to Influencer for a period in which the Services are made available to Client, whichever is greater. The liquidated damage will not prejudice other claims of damages which BitStar may have against Client that exceed amounts of such liquidated damage.

Article 16. Public relations

Client hereby agrees that BitStar may mention in any promotion and advertisement, distribution, public relations, or other activities, the fact that Client has engaged or intends to engage BitStar to perform the Work via the Services.

Article 17. Liability

BitStar will be held liable for loss or damage incurred by Client in connection with a breach or violation of these Terms or the Service Contract. BitStar’s liability that arises from these terms or the service contract (including, but not limited to, liability under this article 17) will be limited to direct and normal damage and exclude any lost profit, loss of business opportunity, or other indirect, consequential or incidental damage. aggregate amounts of BitStar’s liability hereunder will be capped at amounts of consideration actually received from client during 3 months preceding the event that gave rise to BitStar’s liability under the applicable service contract which is formed between the parties.

Article 18. Force Majeure

Neither party will be liable to the other for any delay in the performance of its obligations under these Terms or the applicable Service Contract (except for payment of amounts due hereunder or thereunder) to the extent such failure or delay is caused by any reason beyond such party’s reasonable control, including, but not limited to, fire, failure of power, hacking, invasion of computer virus, earthquake, flood, war, epidemic disease, embargo, strike, riot, inability to procure materials or transportation means, intervention by governmental authorities, or enactment, amendment or abolition of domestic or foreign laws and regulations, and performance of such obligation will be excused for the period of the delay.

Article 19. Term

1. Client Registration in the Services will take effect from the date the registration is completed pursuant to Article 3.4, and remain valid as between the Parties until the registration will be deleted pursuant to Article 20.1 or canceled pursuant to Article 22.1.
2. If the registration in the Services is closed due to any reasons, the applicable Service Contract (excepting the case of termination thereof) will remain valid for the duration set out in the applicable Service Contract, and the clauses of these Terms will continue in full force and effect in so far as they relate tothe applicable Service Contract.

Article 20. Cancelation of Client Registration

1. Client will be entitled to delete its Client Registration in accordance with BitStar procedures.
2. All amounts that are due from Client to BitStar immediately prior to deletion of the Client Registration will be automatically accelerated and become due forthwith.

Article 21. Termination of Services

1. BitStar reserves the right to permanently terminate any or all of the Services by giving notice to Client describing, or by promulgating the details and the date of termination in the manner as BitStar deems appropriate (as identified on the Services), except for case of emergency.
2. BitStar will not assume any liability for loss or damage incurred by Client or other third parties arising from or in connection with termination of the Services pursuant to the foregoing.

Article 22. Cancelation of registration; Termination

1. BitStar may immediately cancel your Client Registration or terminate the applicable Service Contract in whole or in part without giving prior notice or demand, if Client falls under any of the following.

(1)Client is in breach of any material obligation under these Terms or the applicable Service Contract, and, if the breach is capable of remedy, Client has failed to remedy such breach within 15 days of receipt of notice to do so;

(2)Client becomes insolvent or subject to a suspension of transactions with banks, or Client files or is filed against it a petition for bankruptcy, civil rehabilitation, corporate reorganization or other similar proceeding;

(3)Client has dishonored draft(s) or check(s) drawn or accepted by it; or received notice from Clearing House in relation to the suspension of the clearing or other similar procedures;

(4)Client is subject to an order of provisional attachment or interim order, which proceeding is not dismissed within 15 days, or Client is filed against it permanent attachment or compulsory sale by auction;

(5)Client is subject to process for the recovery of taxes in arrears;

(6)Client resolves its dissolution (excluding amalgamation or merger), winding-up, or merger or amalgamation, demerger, or assignment of all or substantially all of its business to third parties;

(7)suspension of business, or revocation of business license or registration is ordered by the competent authority;

(8)Client’s financial standing or conditions aggravate, or there is a good reason to believe it threatens to aggravate; or

(9)Other event similar to any of the foregoing occurs.

2. Cancelation of registration and termination of these Terms or the Service Contract in whole or in part pursuant to the foregoing will apply prospectively, and BitStar will be entitled to claim consideration for any portion of Work performed immediately prior to cancelation or termination. BitStar will be under no obligation to refund consideration already received prior to termination regardless of reason for termination.
3. Upon occurrence of any of events as set out in the first paragraph hereof in relation to Client, amounts due from Client to BitStar will be automatically accelerated and immediately become due and payable, and will be repaid in full by Client to BitStar.

Article 23. Confidentiality

1. For the purposes hereof, “Confidential Information” means, in relation to these Terms or the Service Contract, technical, commercial, business, financial, organizational or other information that is provided or disclosed, or became known, by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), which is either marked or identified by the Disclosing Party as confidential. Confidential Information disclosed orally will be identified and notified in writing as such within 15 days of disclosure. Confidential Information will not be deemed confidential with respect to any such information, which; (i) was in the public domain or became known to the Receiving Party at the time it was communicated to the Receiving Party by the Disclosing Party; (ii) entered the public domain via publication or other means subsequent to the time it was communicated or became known to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; (iii) was rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to provide or disclose Confidential Information; and (iv) was independently developed by the Receiving Party without the use of any such confidential information.
2. Both Parties agree to use Confidential Information for the sole and exclusive purpose of using and providing the Services, and will not provide, disclose or leak the Disclosing Party’s Confidential Information to third parties (excluding professional advisers contractually or legally sworn to secrecy, including, but not limited to, attorney at law, certified public accountant, and tax attorney) without the Disclosing Party’s written consent.
3. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information that is required to be disclosed by laws and regulations, or order, request or requirement from any court of competent jurisdiction or governmental body; provided that the Receiving Party will promptly notify the Disclosing Party of such requirement.

Article 24. Handling of personal information, etc.

1. In addition to these Terms, we will handle personal information etc. in accordance with the Privacy Policy (https://bitstar.tokyo/corp/privacy/).
2. Registered Influencer shall use the Service after confirming and agreeing the Privacy Policy prescribed in the preceding paragraph before registering and using the Service.

Article 25. Elimination of Anti-Social Forces

1. Client represents and warrants to BitStar that, both at present and in the future, Client and its executives (i.e. directors, corporate officers, operating officers, auditors and other similar persons) will not:

(1)correspond to an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a racketeer advocating a social movement, and other group or individual pursuing economic benefits using force or fraudulent means (“Anti-social Forces”);

(2)have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as employed by Client or its executives;

(3)have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as being involved therein, such as by supplying funds or providing benefits thereto;

(4)have a socially reprehensible relationship with any Anti-Social Forces; nor

(5)use or cause third parties to use fraudulent means, violent actions or threatening behaviors against the other party or its associates.

2. If Client falls under any of the foregoing, BitStar may forthwith cancel your Client Registration, or terminate the applicable Service Contract in whole or in part without official demand but by giving written notice to Client.
3. Termination pursuant to the foregoing will disentitle Client to seek from BitStar any damages incurred by Client in connection therewith.
4. Client will be held liable for loss or damage incurred by BitStar in connection with termination pursuant to the second paragraph hereof.

Article 26. Amendment

1. BitStar reserves the right to amend these Terms from time to time in the event of any of the following, in which event, Client agrees that the terms and conditions of the Services hereunder will be governed by the amended Terms.

(1)Amendment to these Terms will be in the best interest of Clients; and

(2)Amendment to these Terms is not inconsistent with purposes of these Terms, and the content of the amended Terms is appropriate and reasonable where it is necessary to amend these Terms.

2. If BitStar desires to amend the Terms pursuant to the foregoing, BitStar will do so by notification to Client or by way of public disclosure mentioning the content of the amended Terms and the effective date of amendment, with 5 days’ notice period. Amendment to these Terms will become effective on the day the notice period expires.

Article 27. No assignment

1. Client will not assign, transfer, encumber or otherwise dispose of these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, to third parties without prior written consent of BitStar.
2. Client hereby agrees that if BitStar transfers any business pertinent to the Services to another entity, BitStar may, as a result of such business transfer, transfer to the relevant assignee these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, and your Client Registration information and other client information. As used herein, “business transfer” includes all cases involving transfer of business (e.g. demerger).

Article 28. Entire agreement

These Terms will constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any and all agreements, representations and understanding, orally or in writing, between the Parties on the same subject.

Article 29. Severability

If any provision or part thereof included in these Terms or the Service Contract is held to be invalid or unenforceable, the remaining provision or part thereof included in these Terms or the Service Contract will not in any way be affected or impaired and will continue in full force and effect. In such event, the Parties will in good faith attempt to modify such invalid or unenforceable provision or part of these Terms or the Service Contract so as to achieve the original intent and legal and economic effect of the invalid or unenforceable provision or part thereof.

Article 30. Surviving clauses

The provisions of Article 6.4, 7.3, 10 to 12, 13.1, 14 to 18, 19.2, 22.2 and 22.3, 23, 24, 25.3 and 25.4, and 27 to 32, and any provision that by their nature would survive the termination of these Terms will survive such termination; provided that Article 23 will survive such termination for a period of 3 years thereafter.

Article 31. Laws and jurisdiction

These Terms or the Service Contract will be governed by and construed and enforced in accordance with the laws of Japan. All disputes arising out of or relating to these Terms and the Service Contract will be litigated exclusively in the Tokyo District Court or the Tokyo Summary Court, of the first instance, as the case maybe.

Article 32. Discussion

Any matter not set forth in these Terms or the Service Contract or any doubt that arises as to any provision of these Terms or the Service Contract will be resolved in accordance with the applicable laws and regulations and the good practices, and through good faith consultation between the Parties.

Article 33. Additional clause 1

Upon the BitStar’s request, Client shall submit to BitStar a document (such as a certificate of all historical matters or other similar documents) issued by a public institution designated by BitStar.

Article 34. Additional clause 2

Client agrees to comply with the following Terms of Service provided by Google LLC or its affiliates, or other companies.

YouTube Terms of Service:　https://www.youtube.com/t/terms

TikTok Terms of Service:　https://www.tiktok.com/legal/Terms of Service?lang=ja

Twitter Terms of Service:　https://twitter.com/ja/tos

Instagram Terms of Service https://ja-jp.facebook.com/help/instagram/478745558852511

afb Terms of Service https://www.afi-b.com/general/partner/terms

—End—

These Terms of Service is:
Made on September 1, 2017
Amended on July 1, 2018
Amended on June 4, 2019
Amended on March 17, 2020
Amended on May 14, 2020
Amended on August 4, 2020
Amended on October 15, 2020
Amended on December 15, 2020
Amended on January 27, 2021
Amended on March 30, 2023

BitStar Terms of Service (For Influencers)

These Terms of Service (“Terms”) describe the terms and conditions pursuant to which any services delivered by BitStar, Inc. (“BitStar”) are to be used. Please carefully read the entire content of this document for using the Services before agreeing to these Terms.

If there is a contradiction or difference between the Japanese version and any translated version other than Japanese of these Terms, the Japanese version shall prevail.

Article 1. Applicability

1. These Terms set forth the terms and conditions of the Services (as defined in Article 2(2) below. The same will apply hereinafter.), and the rights and duties between current or prospective Influencer (as defined in Article 2(4) below. The same will apply hereinafter.) and BitStar pertinent to use of the Services, and apply to all relationships of use of the Services between Influencer and BitStar.
2. All guidelines, manuals, specifications, standards, and any policies relating to use of the Services (as modified by BitStar for any events, such as additional services. Hereinafter collectively referred to as “Policies”), which are from time to time stipulated for the purpose of facilitating the provision of our Services, will constitute an integral part of this document.
3. To the extent of inconsistency between these Terms and any other agreements for providing the Services (including, but not limited to, so-called Master Service Agreement) that have been executed or will be executed by the Parties, the latter will prevail.

Article 2. Definition

For the purpose hereof, the following terms will have the meaning as ascribed to them below, unless defined elsewhere in these Terms.

(1) “Distribution Services” will mean any platform services on which visuals can be posted, including, but not limited to, YouTube, TikTok, Twitter, Instagram and other social media;

(2) “Services” will include any and all services provided by BitStar via Internet, related to production of videos for advertising and promotion of products/services that is performed by Influencer, distribution thereof to Distribution Services, Influencer casting, development of products and other services with respect to Influencer, and “BitStar” which refers to the system controlling these items collectively;

(3) “Deliverables” will mean videos, images, and other visuals to be posted produced by BitStar or Influencer via the Services for advertising and promotion of products/services that is performed by Influencer, and any Influencer related products, and other deliverables as specified in the Service Contract;

(4) “Influencer” will mean any Influencer belonging to BitStar or YouTuber affiliated with BitStar, and other influencers;

(5) “Registered Influencer” will mean any influencer wising to register in and use the Services who has agreed to these Terms, and applied in the manner prescribed by BitStar, and has been duly approved by BitStar (i.e. influencer who has registered in the Services, and to which the Services are ready to be available);

(6) “Client” will mean any client who has agreed to BitStar Terms of Services for Advertiser as separately stipulated, and applied in the manner prescribed by BitStar, and has been duly approved by BitStar (i.e. client who has registered in the Services, and to which the Services are ready to be available), and executed certain contract (including, but not limited to, so-called Master Service Agreement) with BitStar;

(7) “Service Contract” will mean any individual contract with respect to the use of Services, which will be executed by and between Registered Influencer and BitStar pursuant to these Terms;

(8) “Work” will comprise the making and the distribution (to Distribution Services) of deliverables, product development, and other work as specified in the applicable Service Contract, which are to be offered by Registered Influencer via the Services; and

(9) “IPRs” will include copyrights, patents, petty patents, trademarks, design rights and other intellectual property rights (including right to acquire, or submit an application for registration of, any of these rights).

Article 3. Registration

1. Any Influencer (“Applying Influencer”) desiring to make an application for registering in the Services (“Application for Registration”) agrees to comply with these Terms and submits the Application for Registration in accordance with such procedures as determined by BitStar.
2. For registering as a Registered Influencer (“Influencer Registration”), Applying Influencer agrees to provide such information as specified by BitStar (“Registrable Information”) in accordance with the manner separately set out by BitStar.
3. BitStar reserves the right to reject your Application for Registration without obligation to disclose reasons therefor, in the event of any of the following.

(1) Any or all of Registrable Information which Applying Influencer provided to us is found to be false, incorrect or omitted;

(2) Registered Influencer is in breach of the provision of Article 26.1;

(3) Applying Influencer has ever violated any contract with BitStar, or is found to be associated with persons who have violated such contract, as determined by BitStar;

(4) Influencer Registration has been canceled pursuant to Article 21.1 hereof, or applicable Service Contract has been terminated wholly or partially;

(5) Applying Influencer fails or threatens to fail to comply with these Terms;

(6) Applying Influencer does not meet such requirements as otherwise defined by BitStar; or

(7) BitStar determines that it is inappropriate for BitStar to conduct the registration.

(8) Applying Influencer will be notified by us of our determination as to whether your Application for Registration will be approved or rejected after reviewing the details of the application. Upon our notice of approval under this Article 3, the Influencer Registration will be deemed completed.

Article 4. Use of Services

1. BitStar may subcontract the Work to Registered Influencer via Services. Details and the applicable terms and conditions of the subcontracting will be included in the Service Contract executed by and between Registered Influencer and BitStar in each case.
2. Service Contract will take effect upon completion of BitStar procedures on the Services, or pursuant to the manner (including, but not limited to, LINE, Facebook Messenger or Email, by which the terms of the contract will be offered to Registered Influencer for its acceptance) as otherwise agreed by the Parties.
3. These Terms will apply to all Service Contracts without exception. To the extent of any inconsistency between these Terms and any Service Contract, the Service Contract will prevail.
4. Registered Influencer falling under the Subcontractor within the meaning of Act against Delay in Payment of Subcontract Proceeds to Subcontractors hereby agrees to receive any electronic records via LINE, Facebook Messenger or Email, in lieu of delivery of documents pursuant to Article 3.1 of the said Act.

Article 5. Subcontracting

1. Registered Influencer will not subcontract any or all of the Work to third parties except with BitStar’s prior written consent.
2. Registered Influencer who subcontracts any part of the Work to third parties will be liable for an act of such third parties as if the act were conducted by Registered Influencer.

Article 6. Reporting

1. Upon request from BitStar, Registered Influencer will report to BitStar or its designated representative on the status of the Work or other matter as requested by BitStar.
2. Upon request from BitStar, Registered Influencer will hold a meeting about the Work, and discuss with BitStar the matter regarding the Work.

Article 7. Delivery of Deliverable

1. Registered Influencer will produce Deliverables and deliver the same to Client in such manner as stipulated in the applicable Service Contract no later than the delivery date as specified in the applicable Service Contract.
2. In the event that Registered Influencer is likely to be unable to deliver the Deliverables no later than the specified delivery date, Registered Influencer will inform BitStar of any reasons and expected duration of the delay, and the Parties will meet and discuss appropriate countermeasures for determination by BitStar, and Registered Influencer will take the countermeasures determined by BitStar in a prompt manner.

Article 8. Incoming inspection

1. Upon delivery by Registered Influencer of the Deliverables, BitStar will conduct an incoming inspection against the Deliverables, and notify in writing (including by email or via other communication means available on the Services. The same will apply hereinafter.) Registered Influencer of the results, thereupon the Deliverables will be deemed as accepted.
2. If, during the incoming inspection as stipulated in the foregoing, BitStar identifies any portion of the Deliverables not compliant with the Service Contract with respect to quantity, type or quality (“Non-compliance”), BitStar will be entitled to require Registered Influencer to rectify that Non-compliance, in which event Registered Influencer will do so within a reasonable timeframe.
3. If Non-compliance of the Deliverables that has been identified pursuant to the foregoing is rectified, BitStar will promptly conduct a second inspection, and give written notice to Registered Influencer stating the results, thereupon the Deliverables will be deemed accepted.
4. In the event of Non-compliance having been identified with respect to the Deliverables as a result of the second inspection and subsequent inspections, the provisions of the second and the third paragraph of this Article 8 will apply mutatis mutandis.

Article 9. Distribution

Upon acceptance of any Deliverables that are expected to be distributed to any Distribution Services, including, but not limited to, videos, images or other visuals to be posted, pursuant to the preceding Article 8, Registered Influencer will, during the distribution period as specified in the Service Contract, distribute such Deliverables via Distribution Services as identified in the Service Contract in a prompt manner.

Article 10. Payment of consideration

1. In consideration for the Work, BitStar agrees to pay to Registered Influencer an amount specified in the applicable Service Contract pursuant to the due date and other terms of payment as set out in the Service Contract, after deducting the applicable withholding tax. Registered Influencer agrees this amount includes consumption taxes and value-added taxes. All banking fees and other payment commissions will be borne by BitStar.
2. In relation to the considerations received from the Distribution Services, BitStar can carry forward the payment of the shares to the next appointed payment date, where the total of the shares that BitStar should pay based on the preceding paragraph is less than 2,000 yen each time. However, where the total amount after carrying forward the shares based on this paragraph – with the deadline being the final day of June every year (excluding the amount occurring in the month of the deadline in question) – is less than 2,000 yen, BitStar will distribute the amount – the amount which is the shares in question with the bank transfer fee deducted from them – through bank transfer into the bank account established in the Service Contract, by the final day of that month which is two months after the deadline in question. However, in terms of this distribution, where the shares are less than the amount equivalent to the bank transfer fee, the Registered Influencer will agree that BitStar’s obligation to pay the shares in question to the Registered Influencer no longer applies.

Article 11. Assumption of risk

1. Registered Influencer will be responsible for loss or damage of the Deliverables, wholly or partially, which occurred prior to completion of an acceptance, unless otherwise caused by BitStar’s wilful conduct or negligence.
2. BitStar will be responsible for loss or damage of the Deliverables, wholly or partially, which occurred subsequent to completion of an acceptance, unless otherwise caused by Registered Influencer’s wilful conduct or negligence.

Article 12. Non-compliance responsibility

1. Registered Influencer will at its own cost and responsibility rectify any Non-compliance identified in the Deliverables subsequent to completion of an acceptance on the Deliverables non later than such date as may be specified by BitStar.
2. BitStar will be entitled to require Registered Influencer to deliver substitute Deliverables or fill the shortfall in lieu of rectification pursuant to the foregoing, or alternatively, claim damages or reduction in amount payable to Registered Influencer in addition to rectification pursuant to the foregoing, and terminate the applicable Service Contract.

Article 13. Accident; injury

Registered Influencer will promptly inform BitStar of any threatened delay in or non-performance of the Work due to an accident, injury or other unavoidable circumstances, and take all appropriate actions in accordance with BitStar’s instruction.

Article 14. Deletion of Deliverables

Registered Influencer hereby acknowledges that with respect to the Deliverables that are expected to be distributed to any Distribution Services, such as videos, images, or other visuals to be posted, any actions, including, but not limited to, deletion, suspension of distribution or other measures will be taken by BitStar, Client or Distribution Service provider at their own discretion, and further acknowledges that BitStar will not bear responsibility in respect of such deletion, suspension of distribution or other measures taken by any of them.

Article 15. Intellectual property rights

1. All intellectual property rights in or to the Deliverables that are expected to be distributed to any Distribution Services, such as videos, images or other visuals to be posted will be expressly reserved by Registered Influencer, and the remaining portion of the Deliverables will be expressly reserved by BitStar.
2. BitStar will be free to use or employ or permit third parties to use or employ the Deliverables without limit in time, region, frequency and payment of additional consideration, and other restrictions.
3. All intellectual property rights and knowhow and other rights and privileges in or to the Services, as well as any systems, API, SDK, software, and other information, tangible or intangible, which are provided to Registered Influencer with respect to the Services, will be expressly reserved by BitStar or its licensor.

Article 16. Non-infringement

1. Registered Influencer warrants that the Deliverables do not and will not infringe or violate any intellectual property rights, portrait rights or other rights and privileges of third parties.
2. Registered Influencer agrees to at its own cost and responsibility defend, indemnify and hold harmless BitStar from any demurs, offers or other claims, and to reimburse or compensate BitStar for loss or expense (including, but not limited to, reasonable attorney’s fee) incurred by BitStar in connection therewith.

Article 17. No direct transaction

1. Registered Influencer will not engage in any transaction or negotiation with Client outside the Services without prior written consent of BitStar.
2. In the event of a breach by Registered Influencer of the preceding paragraph hereof, Registered Influencer will be obligated to pay to BitStar liquidated damage triple the consideration paid by Client to Registered Influencer for the transaction or negotiation pursuant to the preceding paragraph, or the total amount of consideration paid by BitStar to Registered Influencer for a period in which the Services are made available to Registered Influencer, whichever is greater. The liquidated damage will not prejudice other claims of damages which BitStar may have against Registered Influencer that exceed amounts of such liquidated damage.

Article 18. Public relations

Registered Influencer hereby agrees that BitStar may mention Registered Influencer’s name or designation, the fact that the Services are being used by Registered Influencer, and the Deliverables or part thereof, in any promotion and advertisement, distribution, public relations, or other activities.

Article 19. Liability

Registered Influencer will be held liable for loss or damage (including, but not limited to, reasonable attorney’s fee) incurred by BitStar in connection with a breach or violation of these Terms or the Service Contract.

Article 20. Term

1. Influencer Registration in the Services will take effect from the date the registration is completed pursuant to Article 3.4, and remain valid as between the Parties until the registration will be deleted pursuant to Article 21.1 or canceled pursuant to Article 23.1.
2. If the registration in the Services is closed due to any reasons, the applicable Service Contract (excepting the case of termination thereof) will remain valid for the duration set out in the applicable Service Contract, and the clauses of these Terms will continue in full force and effect in so far as they relate to the applicable Service Contract.

Article 21. Cancelation of Influencer Registration

1. Registered Influencer will be entitled to delete its Influencer Registration in accordance with BitStar procedures.
2. All amounts that are due from Registered Influencer to BitStar immediately prior to deletion of the Influencer Registration will be automatically accelerated and become due forthwith.

Article 22. Termination of Services

1. BitStar reserves the right to permanently terminate any or all of the Services by giving notice to Registered Influencer describing, or by promulgating the details and the date of termination in the manner as BitStar deems appropriate (as identified on the Services), except for case of emergency.
2. BitStar will not assume any liability for loss or damage incurred by Registered Influencer or other third parties arising from or in connection with termination of the Services pursuant to the foregoing.

Article 23. Cancelation of registration; Termination

1. BitStar may immediately cancel your Influencer Registration or terminate the applicable Service Contract in whole or in part without giving prior notice or demand, if Registered Influencer falls under any of the following.

(1) Registered Influencer is in breach of any material obligation under these Terms or the applicable Service Contract, and, if the breach is capable of remedy, Registered Influencer has failed to remedy such breach within 10 days of receipt of notice to do so;

(2) Registered Influencer becomes insolvent or subject to a suspension of transactions with banks, or Client files or is filed against it a petition for bankruptcy, civil rehabilitation, corporate reorganization or other similar proceeding;

(3) Registered Influencer has dishonored draft(s) or check(s) drawn or accepted by it; or received notice from Clearing House in relation to the suspension of the clearing or other similar procedures;

(4) Registered Influencer is subject to an order of provisional attachment or interim order, which proceeding is not dismissed within 15 days, or Registered Influencer is filed against it permanent attachment or compulsory sale by auction;

(5) Registered Influencer is subject to process for the recovery of taxes in arrears;

(6) Registered Influencer resolves its dissolution (excluding amalgamation or merger), winding-up, or merger or amalgamation, demerger, or assignment of all or substantially all of its business to third parties;

(7) suspension of business, or revocation of business license or registration is ordered by the competent authority;

(8) Registered Influencer’s financial standing or conditions aggravate, or there is a good reason to believe it threatens to aggravate; or

(9) Other event similar to any of the foregoing occurs.

Article 24. Confidential Information

1. For the purposes hereof, “Confidential Information” means, in relation to these Terms or the Service Contract, technical, commercial, business, financial, organizational, or other information that is provided or disclosed, or became known, by one Party (“Disclosing Party”) to the other Party (including Client. The same will apply hereinafter.) (“Receiving Party”). Confidential Information will not be deemed confidential with respect to any such information, which; (i) was in the public domain or became known to the Receiving Party at the time it was communicated to the Receiving Party by the Disclosing Party; (ii) entered the public domain via publication or other means subsequent to the time it was communicated or became known to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; and (iii) was rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to provide or disclose Confidential Information.
2. Each of the Parties agrees to use Confidential Information for the sole and exclusive purpose of using and providing the Services, and will not provide, disclose or leak the other Party’s Confidential Information to third parties.

Article 25. Handling of personal information, etc.

1. In addition to these Terms, we will handle personal information etc. in accordance with the Privacy Policy (https://bitstar.tokyo/corp/privacy/).
2. Registered Influencer shall use the Service after confirming and agreeing the Privacy Policy prescribed in the preceding paragraph before registering and using the Service.

Article 26. Elimination of Anti-Social Forces

1. Registered Influencer represents and warrants to BitStar that, both at present and in the future, Registered Influencer and its executives (i.e. directors, corporate officers, operating officers, auditors and other similar persons) will not:

(1) correspond to an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a racketeer advocating a social movement, and other group or individual pursuing economic benefits using force or fraudulent means (“Anti-social Forces”);

(2) have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as employed by Registered Influencer or its executives;

(3) have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as being involved therein, such as by supplying funds or providing benefits thereto;

(4) have a socially reprehensible relationship with any Anti-Social Forces; nor

(5) use or cause third parties to use fraudulent means, violent actions or threatening behaviors against the other party or its associates.

(6) If Registered Influencer falls under any of the foregoing, BitStar may forthwith cancel your Influencer Registration, or terminate the applicable Service Contract in whole or in part without official demand but by giving written notice to Registered Influencer.

2. Termination pursuant to the foregoing will disentitle Registered Influencer to seek from BitStar any damages incurred by Registered Influencer in connection therewith.
3. Registered Influencer will be held liable for loss or damage incurred by BitStar in connection with termination pursuant to the second paragraph hereof.

Article 27. Amendment

1. BitStar reserves the right to amend these Terms from time to time in the event of any of the following, in which event, Registered Influencer agrees that the terms and conditions of the Services hereunder will be governed by the amended Terms.

(1) Amendment to these Terms will be in the best interest of Registered Influencers; and

(2) Amendment to these Terms is not inconsistent with purposes of these Terms, and the content of the amended Terms is appropriate and reasonable where it is necessary to amend these Terms.

2. If BitStar desires to amend the Terms pursuant to the foregoing, BitStar will do so by notification to Client or by way of public disclosure mentioning the content of the amended Terms and the effective date of amendment, with 5 days’ notice period. Amendment to these Terms will become effective on the day the notice period expires.

Article 28. No assignment

1. Registered Influencer will not assign, transfer, encumber or otherwise dispose of these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, to third parties without prior written consent of BitStar.
2. Registered Influencer hereby agrees that if BitStar transfers any business pertinent to the Services to another entity, BitStar may, as a result of such business transfer, transfer to the relevant assignee these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, and your Influencer Registration information and other client information. As used herein, “business transfer” includes all cases involving transfer of business (e.g. demerger).

Article 29. Entire agreement

These Terms will constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any and all agreements, representations and understanding, orally or in writing, between the Parties on the same subject.

Article 30. Severability

If any provision or part thereof included in these Terms or the Service Contract is held to be invalid or unenforceable, the remaining provision or part thereof included in these Terms or the Service Contract will not in any way be affected or impaired and will continue in full force and effect. In such event, the Parties will in good faith attempt to modify such invalid or unenforceable provision or part of these Terms or the Service Contract so as to achieve the original intent and legal and economic effect of the invalid or unenforceable provision or part thereof.

Article 31. Surviving clauses

The provisions of Article 10 to14, 15.1, 16 to19, 20.2, 21, and 24 to 33 and any provision that by their nature would survive the termination of these Terms will survive such termination.

Article 32. Laws and jurisdiction

These Terms or the Service Contract will be governed by and construed and enforced in accordance with the laws of Japan. All disputes arising out of or relating to these Terms and the Service Contract will be litigated exclusively in the Tokyo District Court or the Tokyo Summary Court, of the first instance, as the case maybe.

Article 33. Discussion

Any matter not set forth in these Terms or the Service Contract or any doubt that arises as to any provision of these Terms or the Service Contract will be resolved in accordance with the applicable laws and regulations and the good practices, and through good faith consultation between the Parties.

Article 34. Additional clause

Client agrees to comply with the following Terms of Service provided by Google LLC or its affiliates, or other companies.

YouTube Terms of Service:　https://www.youtube.com/t/terms

TikTok Terms of Service:　https://www.tiktok.com/legal/terms-of-use?lang=en

Twitter Terms of Service:　https://twitter.com/en/tos

Instagram Terms of Service:　https://www.facebook.com/help/instagram/478745558852511

afb Terms of Service:　https://www.afi-b.com/general/partner/terms

—End—

These Terms of Service is:
Made on September 1, 2017
Amended on July 1, 2018
Amended on June 4, 2019
Amended on March 17, 2020
Amended on May 14, 2020
Amended on July 14, 2020
Amended on August 4, 2020
Amended on December 15, 2020
Amended on January 27, 2021
Amended on May 27, 2021

BitStar Terms of Service (For BitStar Studio)

These Terms of Service (“Terms”) describe the terms and conditions pursuant to which any services delivered by BitStar, Inc. (“BitStar”) are to be used. Please carefully read the entire content of this document for using the Services before agreeing to these Terms.

If there is a contradiction or difference between the Japanese version and any translated version other than Japanese of these Terms, the Japanese version will prevail.

Article 1. Applicability

1. These Terms set forth the terms and conditions of the Services (as defined in Article 2(2) below. The same will apply hereinafter.), and the rights and duties between a client using the Services or a potential client wishing to use the Services regarding the use of the Services, and apply to all relationships of use of the Services between such User and BitStar.
2. All guidelines, manuals, specifications, standards, and any policies relating to use of the Services (as modified by BitStar for any events, such as additional services. Hereinafter collectively referred to as “Policies”), which are from time to time stipulated for the purpose of facilitating the provision of our Services, will constitute an integral part of this document.
3. To the extent of inconsistency between these Terms and any other agreements for providing the Services (including, but not limited to, so-called Master Service Agreement) that have been executed or will be executed by the Parties, the latter will prevail.

Article 2. Definition

For the purpose hereof, the following terms will have the meaning as ascribed to them below, unless defined elsewhere in these Terms.

(1) “Distribution Services” will mean any platform services on which visuals can be posted, including, but not limited to, YouTube, TikTok, Twitter, Instagram and other social media;

(2) “Services” will include any services provided by BitStar to Client as set out below;

1. Production of the contents

• • Composition planning, filming, compiling and production of the Contents and other videos.
  • Influencer casting.

2. Consulting service

• • Giving proposition and advice regarding the operation of the Channel, such as analysis, setting out strategies and KPI setting with respect to the Channel.

3. Other

• • Any services as agreed by Client and BitStar.
  • The service related to “BitStar” that represents our system administering the above services.

(3) “Report” will mean any report to be provided by BitStar via consulting services contained in the Services;

(4) “Channel” will mean any channel or account of YouTube, TikTok, Twitter, Instagram and other social media, which is owned by Client;

(5) “Contents” will mean any videos, images and texts to be distributed via the Channel;

(6) “Deliverables” will collectively refer to the Report or the Contents, and all deliverables specifically identified in other service contracts;

(7) “Influencer” will mean any influencer belonging to BitStar or YouTuber affiliated with BitStar, and other influencers;

(8) “Client” will mean any client wishing to register in, and use the Services, who has agreed to these Terms, and submitted an application in accordance with the manner prescribed by BitStar, and has been duly approved by BitStar (i.e. client who has registered in the Services, and to which the Services are ready to be available);

(9) “Service Contract” will mean any individual contract with respect to the use of Services, which will be executed by and between Client and BitStar pursuant to these Terms;

(10) “Work” will mean services to be provided by BitStar pursuant to the applicable Service Contract via the Services as set out below; and

1. Production of the contents

• • Composition planning, filming, compiling and production of the Contents and other videos.
  • Influencer casting.

2. Consulting service

• • Giving proposition and advice regarding the operation of the Channel, such as analysis, setting out strategies, and KPI setting with respect to the Channel.

3. Other

• • Any services stipulated in the applicable Service Contract agreed by Client and BitStar.

(11) “IPRs” will include copyrights, patents, petty patents, trademarks, design rights and other intellectual property rights (including right to acquire, or apply for registration of, any of these rights).

Article 3. Registration

1. If you (“Applicant”) intend to apply for the registration in the Services (“Application for Registration”), you must agree to comply with these Terms and submit an Application for Registration in accordance with such procedures as determined by BitStar.
2. For registering as a Client, Applicant will provide such information as specified by BitStar (“Registrable Information”) in accordance with the manner separately set out by BitStar.
3. BitStar reserves the right to reject your Application for Registration without obligation to disclose reasons therefor, in the event of any of the following.

(1) Any or all of Registrable Information which Applicant provided to us is found to be false, incorrect or incomplete;

(2) Applicant is in breach of the provision of Article 24.1;

(3) Applicant has ever violated any contract with BitStar, or is found to be associated with persons who have violated such contract, as determined by BitStar;

(4) Your registration as a Client has been canceled pursuant to Article 21.1 hereof, or applicable Service Contract has been terminated wholly or partially;

(5) Applicant fails or threatens to fail to comply with these Terms; or

(6) BitStar determines that it is inappropriate for us to conduct the registration, as determined by BitStar.

4. After reviewing the details of the application, Applicant will be notified by us of our determination as to whether your Application for Registration should be approved or rejected. Upon our notice of approval under this Article 3, your registration as a Client will be deemed completed.

Article 4. Use of Services

1. Client may engage BitStar to perform the Work via the Services. Description and the applicable terms and conditions will be included in the Service Contract from time to time executed by and between Client and BitStar.
2. Service Contract will take effect upon completion of BitStar procedures on the Services, or pursuant to the manner as further agreed by the Parties including Email.
3. These Terms will apply to all Service Contracts without exception. To the extent of any inconsistency between these Terms and any Service Contract, the Service Contract will prevail.

Article 5. Subcontracting

BitStar may subcontract any or all of the Work to third parties (including, but not limited to, Influencers) at BitStar’s sole discretion; provided that BitStar will cause such third parties to comply with the obligations to which BitStar is bound under these Terms, and will be responsible for the acts and omissions by such third parties.

Article 6. Information disclosure

1. Upon request from BitStar, Client agrees to provide all information, materials and instructions necessary to perform the Work hereunder in a prompt manner.
2. Upon request from BitStar, Client will hold a meeting regarding the Work to discuss in good faith the various issues related to the Work.
3. Client will accommodate any BitStar’s request for providing such device or facility as may be necessary to perform the Work on reasonable terms and conditions.
4. BitStar will in no event be liable for loss or damage incurred by Client arising from delayed performance of the Work as a result of Client not addressing the request pursuant to any of the foregoing without any justifiable reason, in which case, we reserve the right to terminate the Service Contract in whole or in part, if it is materially difficult for us to perform the Work.

Article 7. Delivery of Deliverables

1. BitStar agrees to produce Deliverables and delivers the same to Client in such manner as stipulated in the applicable Service Contract no later than the delivery date as specified in the applicable Service Contract.
2. In the event that BitStar is likely to be unable to deliver the Deliverables no later than the specified delivery date, BitStar will inform Client of the reasons and expected duration of the delay, and the Parties will meet and discuss to find a solution in a prompt manner.
3. In the event of Client’s rejection of any Deliverables, we will be entitled to dispose of such Deliverables, and Client will be obligated to reimburse us for the relevant cost to dispose of the same. For the avoidance of doubt, Client remains fully responsible for payment of amounts payable for such Deliverables.

Article 8. Incoming inspection

1. Upon delivery by BitStar of the Deliverables, Client will conduct an incoming inspection against the Deliverables, and notify BitStar in writing (including by email or via other communication means available on the Services. The same will apply hereinafter.) of the results, thereupon the Deliverables will be deemed accepted.
2. If, during the incoming inspection as stipulated in the foregoing, Client identifies any portion of the Deliverables not compliant with the Service Contract with respect to type or quality (“Non-compliance”), Client will be entitled to require BitStar to rectify such Non-compliance, in which event BitStar will do so within a reasonable timeframe.
3. If the applicable Non-compliance defined under the preceding paragraph is rectified, Client will promptly conduct a second inspection, and give written notice to BitStar stating the results, thereupon the Deliverables will be deemed accepted.
4. In the event of any Non-compliance having been identified with respect to the Deliverables as a result of the second inspection and subsequent inspections, the provisions of the second and the third paragraph of this Article 8 will apply mutatis mutandis.
5. The Deliverables will meet inspection requirements and be deemed accepted in the event of any of the following.

(1) After delivery or repair of the applicable Deliverables pursuant to above Article 7 and 8.2 (including the cases where it is applied mutatis mutandis pursuant to Article 8.4), Client fails to post on the Services or inform in writing of the results within a reasonable time as agreed by the Parties (“Inspection Period”);

(2) Client gives notice stating that the Deliverables do not meet inspection requirements without any justifiable reason, and the applicable Inspection Period expires without giving any justifiable reason; or

(3) Client uses the Deliverables for any purpose other than incoming inspection.

Article 9. Payment of consideration

1. Client agrees to pay to us amount as specified in the Service Contract in consideration of the Work, together with amounts corresponding to the applicable state and local consumption tax in accordance with the due date and other payment terms as stipulated in the Service Contract. Any banking charges and other expenses will be borne by Client.
2. Unless otherwise stipulated in the applicable Service Contract, BitStar will be entitled to require Client to reimburse us for any such casting fee payable to influencers engaging in an appearance on the Contents, travel expenses/hotel charges related to creation of the Contents, and costs and expenses relevant to the production of materials other than the Contents (e.g. creating videos to be posted on any media other than YouTube by compiling the Contents), and other relevant costs, as may be necessary to perform the Work, in addition to amounts payable under the preceding paragraph.
3. In the event of Client failing to pay amounts payable under the 1^st paragraph or the 2^nd paragraph of this Article 9, Client agrees to pay to BitStar interest upon the sum at the rate of fourteen point six (14.6) per centum per annum from the day appointed for the payment thereof to the time of the actual payment, prorated on a per diem basis, based upon a period of three hundred and sixty-five (365) days.

Article 10. Title of Deliverables

1. Title to the Deliverables will transfer from BitStar to Client when the same is deemed accepted.
2. Risk of the Deliverables will be assumed by BitStar prior to delivery and by Client after the Deliverables are deemed accepted.

Article 11. Disclaimer

1. Under no circumstances, will BitStar be liable for any non-compliance identified in the deliverables subsequent to completion of an acceptance thereof.
2. Client hereby acknowledges that with respect to the Deliverables that are expected to be distributed to any Distribution Services, such as videos, images, or other visuals to be posted, any action, including, but not limited to, deletion, suspension of distribution or other measures may be taken by the Distribution Service provider at its sole discretion, and further acknowledges, (i)BitStar will not be liable for the acts (e.g. deletion and suspension of distribution) of the Distribution Service provider, and in which event, (ii) amounts payable to BitStar will not be reduced, and BitStar will be under no obligation to refund any amounts received by BitStar.

Article 12. Intellectual property rights

1. All rights in or to the Channel and the Contents (including the right under Article 27 and 28 of the Copyright Act) will transfer from BitStar to Client when such right accrues.
2. All intellectual property rights in or to the Report (including, but not limited to, idea, knowhow or concept) will be expressly reserved by BitStar.
3. The Parties agree that Client is granted a royalty-fee, perpetual and exclusive license to use the Report.
4. If, during or after the Registration Period as specified in these Terms, Client intends to provide or publicly disclose to any third party the Report or any information contained therein, Client will obtain the prior approval of BitStar.
5. All intellectual property rights and knowhow and other rights and privileges in or to the Services, as well as any systems, API, SDK, software, and other information, tangible or intangible, which are provided to Client with respect to the Services, will be expressly reserved by BitStar or its licensor.

Article 13. Storage of materials data

The Parties hereby agree that once the Contents are delivered by BitStar to Client, only complete package data will be stored for 6 months on and after the date of delivery, and BitStar is under no obligation to maintain recording material/data, thumbnail data and other data whatsoever.

Article 14. Representations and warranties

1. Each of the Parties hereto mutually represents and warrants that it has the necessary and sufficient right, power and authority to execute, deliver, and perform these Terms, and carries out these Terms freely, effectively, and without constraints and objection from any third party.
2. In the event of a breach by Client or BitStar of any of representations or warrantees made by it under this Agreement (including representations or warrantees as provided in the previous clause), the indemnitor agrees to at its own cost and responsibility defend, indemnify and hold harmless the other party from claims or demands raised by any third party.

Article 15. Public relations

Client hereby agrees that BitStar may mention in any promotion and advertisement, distribution, public relations, or other activities, the fact that Client has engaged or intends to engage BitStar to perform the Work via the Services.

Article 16. Liability

BitStar will be held liable for loss or damage incurred by Client in connection with a breach or violation of these Terms or the Service Contract. BitStar’s liability that arises from these terms or the service contract (including, but not limited to, liability under this article 16) will be limited to direct and normal damage and exclude any lost profit, loss of business opportunity, or other indirect, consequential or incidental damage. aggregate amounts of BitStar’s liability hereunder will be capped at amounts of consideration actually received from client during 3 months preceding the event that gave rise to BitStar’s liability under the applicable service contract which is formed between the parties.

Article 17. Force Majeure

Neither party will be liable to the other for any delay in the performance of its obligations under these Terms or the applicable Service Contract (except for payment of amounts due hereunder or thereunder) to the extent such failure or delay is caused by any reason beyond such party’s reasonable control, including, but not limited to, fire, failure of power, hacking, invasion of computer virus, earthquake, flood, war, epidemic disease, embargo, strike, riot, inability to procure materials or transportation means, intervention by governmental authorities, or enactment, amendment or abolition of domestic or foreign laws and regulations, and performance of such obligation will be excused for the period of the delay.

Article 18. Term

1. Client Registration in the Services will take effect from the date the registration is completed pursuant to Article 3.4, and remain valid as between the Parties until the registration will be deleted pursuant to Article 19.1 or canceled pursuant to Article 21.1.
2. If the registration in the Services is closed due to any reasons, the applicable Service Contract (excepting the case of termination thereof) will remain valid for the duration set out in the applicable Service Contract, and the clauses of these Terms will continue in full force and effect in so far as they relate to the applicable Service Contract.

Article 19. Cancelation of Client Registration

1. Client will be entitled to delete its Client Registration in accordance with BitStar procedures.
2. All amounts that are due from Client to BitStar immediately prior to deletion of the Client Registration will be automatically accelerated and become due forthwith.

Article 20. Termination of Services

1. BitStar reserves the right to permanently terminate any or all of the Services by giving notice to Client describing, or by promulgating the details and the date of termination in the manner as BitStar deems appropriate (as identified on the Services), except for case of emergency.
2. BitStar will not assume any liability for loss or damage incurred by Client or other third parties arising from or in connection with termination of the Services pursuant to the foregoing.

Article 21. Cancelation of registration; Termination

1. BitStar may immediately cancel your Client Registration or terminate the applicable Service Contract in whole or in part without giving prior notice or demand, if Client falls under any of the following.

(1) Client is in breach of any material obligation under these Terms or the applicable Service Contract, and, if the breach is capable of remedy, Client has failed to remedy such breach within 15 days of receipt of notice to do so;

(2) Client becomes insolvent or subject to a suspension of transactions with banks, or Client files or is filed against it a petition for bankruptcy, civil rehabilitation, corporate reorganization or other similar proceeding;

(3) Client has dishonored draft(s) or check(s) drawn or accepted by it; or received notice from Clearing House in relation to the suspension of the clearing or other similar procedures;

(4) Client is subject to an order of provisional attachment or interim order, which proceeding is not dismissed within 15 days, or Client is filed against it permanent attachment or compulsory sale by auction;

(5) Client is subject to process for the recovery of taxes in arrears;

(6) Client resolves its dissolution (excluding amalgamation or merger), winding-up, or merger or amalgamation, demerger, or assignment of all or substantially all of its business to third parties;

(7) suspension of business, or revocation of business license or registration is ordered by the competent authority;

(8) Client’s financial standing or conditions aggravate, or there is a good reason to believe it threatens to aggravate; or

(9) Other event similar to any of the foregoing occurs.

2. Cancelation of registration and termination of these Terms or the Service Contract in whole or in part pursuant to the foregoing will apply prospectively, and BitStar will be entitled to claim consideration for any portion of Work performed immediately prior to cancelation or termination. BitStar will be under no obligation to refund consideration already received prior to termination regardless of reason for termination.
3. Upon occurrence of any of events as set out in the first paragraph hereof in relation to Client, amounts due from Client to BitStar will be automatically accelerated and immediately become due and payable, and will be repaid in full by Client to BitStar.

Article 22. Confidentiality

1. For the purposes hereof, “Confidential Information” means, in relation to these Terms or the Service Contract, technical, commercial, business, financial, organizational or other information that is provided or disclosed, or became known, by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), which is either marked or identified by the Disclosing Party as confidential. Confidential Information disclosed orally will be identified and notified in writing as such within 15 days of disclosure. Confidential Information will not be deemed confidential with respect to any such information, which; (i) was in the public domain or became known to the Receiving Party at the time it was communicated to the Receiving Party by the Disclosing Party; (ii) entered the public domain via publication or other means subsequent to the time it was communicated or became known to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; (iii) was rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to provide or disclose Confidential Information; and (iv) was independently developed by the Receiving Party without the use of any such confidential information.
2. Both Parties agree to use Confidential Information for the sole and exclusive purpose of using and providing the Services, and will not provide, disclose or leak the Disclosing Party’s Confidential Information to third parties (excluding professional advisers contractually or legally sworn to secrecy, including, but not limited to, attorney at law, certified public accountant, and tax attorney) without the Disclosing Party’s written consent.
3. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information that is required to be disclosed by laws and regulations, or order, request or requirement from any court of competent jurisdiction or governmental body; provided that the Receiving Party will promptly notify the Disclosing Party of such requirement.

Article 23. Handling of personal information, etc.

1. In addition to these Terms, we will handle personal information etc. in accordance with the Privacy Policy (https://bitstar.tokyo/corp/privacy/).
2. Registered Influencer shall use the Service after confirming and agreeing the Privacy Policy prescribed in the preceding paragraph before registering and using the Service.

Article 24. Elimination of Anti-Social Forces

1. Client represents and warrants to BitStar that, both at present and in the future, Client and its executives (i.e. directors, corporate officers, operating officers, auditors and other similar persons) will not:

(1) correspond to an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a racketeer advocating a social movement, and other group or individual pursuing economic benefits using force or fraudulent means (“Anti-social Forces”);

(2) have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as employed by Client or its executives;

(3) have a relationship with any Anti-Social Forces wherein such Anti-Social Forces are recognized as being involved therein, such as by supplying funds or providing benefits thereto;

(4) have a socially reprehensible relationship with any Anti-Social Forces; nor

(5) use or cause third parties to use fraudulent means, violent actions or threatening behaviors against the other party or its associates.

2. If Client falls under any of the foregoing, BitStar may forthwith cancel your Client Registration, or terminate the applicable Service Contract in whole or in part without official demand but by giving written notice to Client.
3. Termination pursuant to the foregoing will disentitle Client to seek from BitStar any damages incurred by Client in connection therewith.
4. Client will be held liable for loss or damage incurred by BitStar in connection with termination pursuant to the second paragraph hereof.

Article 25. Amendment

1. BitStar reserves the right to amend these Terms from time to time in the event of any of the following, in which event, Client agrees that the terms and conditions of the Services hereunder will be governed by the amended Terms.

(1) Amendment to these Terms will be in the best interest of Clients; and

(2) Amendment to these Terms is not inconsistent with purposes of these Terms, and the content of the amended Terms is appropriate and reasonable where it is necessary to amend these Terms.

2. If BitStar desires to amend the Terms pursuant to the foregoing, BitStar will do so by notification to Client or by way of public disclosure mentioning the content of the amended Terms and the effective date of amendment, with 5 days’ notice period. Amendment to these Terms will become effective on the day the notice period expires.

Article 26. No assignment

1. Client will not assign, transfer, encumber or otherwise dispose of these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, to third parties without prior written consent of BitStar.
2. Client hereby agrees that if BitStar transfers any business pertinent to the Services to another entity, BitStar may, as a result of such business transfer, transfer to the relevant assignee these Terms or the Service Contract as a whole or individual rights and obligations hereunder or thereunder, and your Client Registration information and other client information. As used herein, “business transfer” includes all cases involving transfer of business (e.g. demerger).

Article 27. Entire agreement

These Terms will constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any and all agreements, representations and understanding, orally or in writing, between the Parties on the same subject.

Article 28. Severability

If any provision or part thereof included in these Terms or the Service Contract is held to be invalid or unenforceable, the remaining provision or part thereof included in these Terms or the Service Contract will not in any way be affected or impaired and will continue in full force and effect. In such event, the Parties will in good faith attempt to modify such invalid or unenforceable provision or part of these Terms or the Service Contract so as to achieve the original intent and legal and economic effect of the invalid or unenforceable provision or part thereof.

Article 29. Surviving clauses

The provisions of Article 6.4, 7.3, 9 to 11, 12.1, 13 to 17, 18.2, 21.2 and 21.3, 22, 23, 24.3 and 24.4, and 26 to 31, and any provision that by their nature would survive the termination of these Terms will survive such termination; provided that Article 22 will survive such termination for a period of 3 years thereafter.

Article 30. Laws and jurisdiction

These Terms or the Service Contract will be governed by and construed and enforced in accordance with the laws of Japan. All disputes arising out of or relating to these Terms and the Service Contract will be litigated exclusively in the Tokyo District Court or the Tokyo Summary Court, of the first instance, as the case maybe.

Article 31. Discussion

Any matter not set forth in these Terms or the Service Contract or any doubt that arises as to any provision of these Terms or the Service Contract will be resolved in accordance with the applicable laws and regulations and the good practices, and through good faith consultation between the Parties.

Article 32. Additional clause

Client agrees to comply with the following Terms of Service provided by Google LLC or its affiliates, or other companies.

YouTube Terms of Service:　https://www.youtube.com/t/terms

TikTok Terms of Service:　https://www.tiktok.com/legal/terms-of-use?lang=en

Twitter Terms of Service:　https://twitter.com/en/tos

Instagram Terms of Service:　https://www.facebook.com/help/instagram/478745558852511

afb Terms of Service:　https://www.afi-b.com/general/partner/terms

—End—

These Terms of Service is:
Made on August 24, 2022

IPR Terms of Use

These Terms of Use (the “Terms of Use”) set forth what you should comply with once you registered yourself, and the rights and duties between you and us, when using the Services (as defined in Article 2 hereof) provided by BitStar Inc. (the “Company” or “We”).

Article 1. Applicability

1. The purpose of the Terms of Use is to set forth the terms and conditions of the Services (as defined in Article 2) and the rights and duties between the Parties (as defined in Article 2) who completed membership registration for using the Services, and apply to all relations between the Parties in relation to the Services.
2. Any and all rules and regulations and policies relating to the Services to be posted on the Services from time to time constitute an integral part of the Terms of Use.
3. Client must not use the Services before agreeing to the Terms of Use.

Article 2. Definition
As used herein, the following terms have the following meanings.

(1)“Services” refers to Influencer Power Ranking, meaning any services which support quantitative analysis by Influencer (including any successive or modified services, if the name or the content is changed or modified for any reason);

(2)“Client” means an individual or entity who has been registered in the Services for any type of registration;

(3)“Non-Chargeable Registered Client” means any Client who completed the required registration for using the Influencer Power Ranking but did not execute SSA (as defined below);

(4)“Chargeable Registered Client” means any Client to SSA with the Company that becomes effective pursuant to Article 3 and 4; and

(5)“Applicant for Paid Services” has the meaning as set forth in Article 4.1.

Article 3. Registration

1. An individual wishing to use the Services (“Applicant’) who agrees to comply with all the terms and conditions hereof, and provides such information (“Registrable Information”) in such manner as may be specified by the Company, will be qualified to submit its application for using the Services. If an Applicant agrees to the Terms of Use, the Applicant hereby agrees to the Privacy Policy as stipulated by the Company for processing of its personal data.
2. An application must be submitted by an individual who actually uses the Services (or an individual who is authorized to execute an agreement on behalf of an entity), and an application cannot be made by an agent or representative without prior consent of the Company. An Applicant agrees to provide true, accurate and updated information when submitting its application.
3. We may reserve the right to, at our sole discretion, reject your application of registration pursuant to the 1st paragraph of this Article 3 if:

   (1)You fail to meet certain requirements for registration;

   (2)You threaten to breach any of the provisions of the Terms of Use, as determined by the Company;

   (3)Registrable Information provided by you to us or any part thereof is found to be false, incorrect or omitted;

   (4)Your registration for the Services or any other services provided by us was cancelled;

   (5)You do not have any email address;

   (6)You have already been registered as a registered user;

   (7)You are determined by us to be an Anti-social Force (meaning organized crime group or an organized crime group member, racketeer, anti-social force, and other person similar to these entities. The same will apply hereinafter.), or cooperate or become involved in the maintenance or operation of an Anti-social Force by supplying funds or by other means to the Anti-social Force, or otherwise associated or involved with an Anti-social Force; or

   (8)You are not qualified for registration, as we reasonably determine.

Article 4. Application for Paid Services

1. You can make membership registration for the Services free of charge, but you are required to make Paid Service Registration to use part of features. Client desirous of using our Paid Services must submit its application for Paid Services.
2. If you are desirous of using our Paid Services (“Applicant for Paid Services”), and complete client registration pursuant to the Terms of Use, and agree to comply with all the terms and conditions hereof, and provide such information (“Registrable Information for Paid Services”) in such manner as may be specified by the Company, you will be qualified to submit its application for using the Paid Services.
3. An application must be submitted by an individual who actually use the Paid Services (or an individual who is authorized to execute an agreement on behalf of an entity), and an application cannot be made by an agent or representative without prior consent of the Company. An Applicant for Paid Services agrees to provide true, accurate and updated information when submitting its application.
4. We will determine as to whether we accept your application, pursuant to certain requirements for Paid Services (“Paid Service Requirements”). If and when we accept your application, we will notify you to that effect.
5. As of the start date specified in our notice pursuant to the foregoing, a service subscription agreement under the Terms of Use (“SSA”) will become effective between Chargeable Registered Client and the Company, and the Chargeable Registered Client will be entitled to use Paid Services in a manner prescribed by the Company.
6. At any time until the procedures as provided in the foregoing are completed, an Applicant for Paid Services will be entitled to use any features of Paid Services as specified by us, in accordance with the Terms of Use, if permitted by us to do so.
7. We may reject your application pursuant to the 1st paragraph hereof, if an Applicant for Paid Services falls under any of the following, in which event, we will be under no obligation to disclose the reasons therefor.

   (1)It is difficult for us to provide applicable Paid Services, as determined by the Company;

   (2)You fail to meet the Paid Service Requirements when applying;

   (3)You threaten to breach the Terms of Use, as determined by the Company;

   (4)Registrable Information for Paid Services provided by you to us or any part thereof is found to be false, incorrect or omitted;

   (5)Your registration for the Paid Services provided by us was cancelled;

   (6)You have already executed a SSA with us;

   (7)A purported Applicant for Paid Service does not exist;

   (8)You are likely to use the Paid Services in a manner that brings the Company into disrepute;

   (9)You are determined by us to be an Anti-social Force (meaning organized crime group or an organized crime group member, racketeer, anti-social force and other person similar to these entities. The same will apply hereinafter.), or cooperate or become involved in the maintenance or operation of an Anti-social Force by supplying funds or by other means to the Anti-social Force, or otherwise associated or involved with an Anti-social Force; or

   (10)You are not qualified for SSA, as we reasonably determine.

Article 5. Updating of application information

1. Non-chargeable Registered Client and Chargeable Registered Client will promptly notify the Company of any changes in the application information in such manner as the Company may designate, and submit all materials required by the Company.
2. If we do not receive any notice from you pursuant to the foregoing, we may deem that there is no change in the application information, and documents, emails and other communications addressed to Non-chargeable Registered Client and Chargeable Registered Client sent by us depending on the application information given by you will be deemed to have been served to the Chargeable Registered Client on the date when, in the ordinary course of business, it would have been delivered.

Article 6. Fee and method of payment

1. In consideration of these Paid Services, Chargeable Registered Client agrees to pay such fee in such manner as designated by us. In case of any insufficiency of the Paid Services, Chargeable Registered Client will be under obligation to pay Service fee, and any amount of the fee paid by Chargeable Registered Client will not in any event be refunded.
2. Chargeable Registered Client will pay to us interest upon the sum outstanding at the rate of fourteen point six (14.6) per centum per annum from the day appointed for the payment thereof to the time of the actual payment, prorated on a per diem basis.
3. If Chargeable Registered Client fails to pay applicable Service fee by the due date, the Chargeable Registered Client will be automatically registered as a Non-Chargeable Registered Client, and will be no longer entitled to use Paid Services.
4. We reserve the right to revise Service fee by posting on the Site or sending email to each Chargeable Registered Client prior to the revision. Your continuing use of the Paid Services after such revision will be deemed as an agreement to the revised fee.

Article 7. Term of Paid Services
The Term of SSA begins on the Start Date as provided in Article 4.5 hereof and ends on such date as specified in SSA. In case of Chargeable Registered Client failing to give notice of termination pursuant to Article 9, the Term of SSA will be automatically renewed, and the same will apply thereafter.

Article 8. Termination due to Don’ts

1. The Company may at its option to temporarily suspend your use of Services, delete your registration as a Client, or terminate SSA without prior notice or demand in the event of any of the following.

   (1)You are in breach of any provision of the Terms of Use;

   (2)You fail to make payment of Paid Service fee by the due date;

   (3)Registrable Information is found to be false or misleading;

   (4)You provided or form a suspicion that you provided to third parties any information relating to the Services, unless otherwise you obtained prior consent of the Company;

   (5)You use or attempt to use the Services for any purpose or in a manner that may prejudice the Company, other clients and other third parties;

   (6)You unreasonably interfere with operation of the Services by any means;

   (7)You suspend payments of your debts generally or become insolvent, or file or are filed against you a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation, or other similar proceedings;

   (8)You received notice from Clearing House in relation to the non-payment procedures or the suspension of the clearing, or are subject to other similar disposition with respect to drafts or checks written or accepted by you;

   (9)A petition is filed against you for a provisional or permanent attachment, interim order, compulsory execution or public auction made by any third party;

   (10)You are subject to preservative attachment for tax receivables;

   (11)You died, or ruling for commencement of guardianship, curatorship, or assistance is rendered;

   (12)The number of or other criteria applicable to claims from other clients or third parties (irrespective of whether such claim arising due to wilful misconduct or negligence or otherwise) exceeds certain level as set by us;

   (13)The number you have logged onto the Services for a certain period of time is less than the configured number;

   (14)You fall under any of events giving rise to rejection of application for Paid Services as provided in any of subparagraphs of Article 4.7; or

   (15)In addition to the foregoing, if we reasonably determine to do so.

2. Under no circumstances, will the Company be liable for loss or damage incurred by Client arising from our acts pursuant to this Article 8.
3. Upon deletion of registration as a Client with respect to Chargeable Registered Client in accordance with the Terms of Use, the applicable SSA will automatically terminate.
4. If we temporarily suspend your use of Services, delete your registration as a Client, or terminate SSA in accordance with the Terms of Use, any amounts owed by Chargeable Registered Client to the Company will immediately be accelerated and become due and payable, and Chargeable Registered Client will pay to us all sums outstanding in a prompt manner.

Article 9. Termination of SSA

1. You may at any time terminate your registration for the Services; provided, however, that if you are a Chargeable Registered Client, you are required to terminate the applicable SSA in a manner determined by the Company prior to such termination of registration. You understand it is your responsibility to terminate the Paid Services.
2. In case of payment via credit cards, a Chargeable Registered Client may terminate the applicable SSA effective as of the date of renewal by carrying out termination procedures 10 days prior to such date of renewal. For other cases, by giving notice to the Company in the required manner by the 20th day of the termination month, a Chargeable Registered Client may terminate the applicable SSA effective as of the end of the month in which the date of such notice falls.
3. Upon termination of SSA for any reason, a Chargeable Registered Client will return, destroy or otherwise dispose of all software, manuals or other materials relating to Paid Services as per our instruction, which are provided by us.
4. If the SSA is terminated by a Chargeable Registered Client pursuant to this Article 9, any amount of fee that has already been received by us will be not refundable.

Article 10. Revision and termination of the Terms of Use; Terms of Services

1. The Company may freely revise the content of, or terminate provision of the Services (including Paid Services). If the Company intends to terminate the Services or the Paid Services, Clients will be notified at least one month prior to the termination by posting on the Services.
2. We may suspend the Services without prior notice if:

   (1)There are unavoidable circumstances where we must carry out the system maintenance, or maintenance/ construction work for telecommunication facilities, or there occurred any failure that is considered to be inevitable, in order to provide the Services;

   (2) It is impossible or is determined by us to be impossible to provide good and satisfactory services due to reasons that any excessive load or material failure exists;

   (3)We reasonably believe that Clients or third parties may sustain material damages if we provide them with the Services due to alteration of data or hacking in connection with the Services;

   (4)It is impossible for us to provide the Services because of suspension of telecommunication services by any domestic or foreign carriers, and power supply services by electric companies, and other public services; or

   (5)In addition to the foregoing, it is appropriate to suspend the Services, as determined by the Company.

3. We reserve the right to revise the Terms of Use (including any rules and regulations regarding the Services to be posted on our Website. The same will apply hereinafter.). In which event, you will be notified by us of any revision to the Terms of Use, and your continued use of the Services or failure to proceed with termination process for SSA within the required period following such notification constitutes your acceptance of such revision.
4. We will in no event be liable for any loss or damage sustained by you arising from our actions taken pursuant to this Article 10.

Article 11. Disclaimer

1. IT IS YOUR RESPONSIBILITY TO MAKE AN INVESTIGATION AT YOUR COST AND EXPENSE TO DETERMINE IF YOUR USE OF THE SERVICES VIOLATES ANY LAWS AND REGULATIONS, RULES OF INDUSTRY PEER GROUP, ANY GUIDELINES APPLICABLE TO YOU, AND WE DO NOT MAKE ANY WARRANTY THAT YOUR USE OF THE SERVICES COMPLY WITH ANY LAWS AND REGULATIONS, RULES OF INDUSTRY PEER GROUP, ANY GUIDELINES APPLICABLE TO YOU.
2. You agree to defend, indemnify and hold harmless the Company from any transactions, communications and disputes with other clients or any third parties in connection with the Services.
3. UNDER NO CIRCUMSTANCES, WILL THE COMPANY BE LIABLE FOR ANY LOSS OR DAMAGE SUSTAINED BY YOU ARISING FROM OR IN CONNECTION WITH DISRUPTION, SUSPENSION, TERMINATION, UNAVAILABILITY OR CHANGE OF THE SERVICES, AND DELETION OR LOSS OF YOUR MESSAGES OR INFORMATION, TERMINATION OF SSA, LOSS OF DATA OR FAILURE OR DAMAGE OF YOUR DEVICE, AND OTHER DAMAGES RELATING TO OUR SERVICES.
4. IN ANY CASE, THE ENTIRE LIABILITY OF THE COMPANY UNDER THE TERMS OF USE, OR ARISING OUT OF THE SERVICES, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE CAUSE OF ACTION, AND WE WILL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXTRAORDINARY AND FUTURE DAMAGES AND LOSS OF PROFIT.
5. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES OF ANY DATA PROVIDED BY US TO YOU REGARDING THE ACCURACY, COMPLETENESS OR FITNESS FOR PARTICULAR PURPOSES, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM YOUR USE OF RELEVANT DATA.

Article 12. Assignment of SSA

1. You may not assign, transfer, encumber or otherwise disclose of the SSA or the rights and duties under the Terms of Use to any third party without our prior written consent.
2. Notwithstanding the foregoing, in case of assignment or transfer of any business relevant to the Services, the Company may assign the SSA, the rights and duties under the Terms of Use, Client’s registerable information and other client information, to assignee of such business. Client hereby agrees to such assignment. For the avoidance of doubt, the term “business transfer” referred to herein includes any and all business transfer (including by operation of law), such as typical business transfer, divestiture and other events where our business is to be transferred.

Article 13. Entire agreement
The Terms of Use will constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any and all prior agreements, representations and understanding between the Parties on the same subject, orally or in writing.

Article 14. Term
SSA will become effective on the date you register yourself as a Non-chargeable Registered Client, or the date the SSA is executed under Article 4 hereof as a Chargeable Registered Client, whichever comes earlier; and will continue in full force and effect between the Parties hereto until the date the SSA is terminated, or the date the Services cease to be provided, whichever comes earlier.

Article 15 Surviving clause
The provisions of Article 8.2 and 8.4, 9.3 and 9.4, 10.4, 11 to 13, 15 and 16 will survive the termination of the SSA.

Article 16. Laws and jurisdiction
The Terms of Use are governed by and made under the laws of Japan and all disputes arising from or in connection with the Terms of Use will be submitted in the first instance to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court, as the case may be.

Made on October 10, 2017
Revised on March 30, 2023