TERMS & CONDITIONS
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
2.The Platform is owned and operated by TSUNAGARU INC. (“TSUNAGARU INC.”, “us” or “we”).
a. if the change serves the general interests of users; or,
b. if the change does not conflict with the purpose hereof and is reasonable in the light of necessity of the change, reasonableness of the changed terms and conditions, and other matters.
-“Account” means an account completed by a Client or Influencer for use of the Platform;
-“Client” means any person or entity, or its duly authorized agents or representatives, registered to use the Platform which requires professional or creative services of Influencer for Jobs;
-“Client Contract Fee” means the stated fee payable by a Client to TSUNAGARU INC. in respect of the Contract Agreement of a Job plus any applicable tax;
-“Content” means any content uploaded to the Platform by a Client or an Influencer, including any posts, comments, reviews, information, video, audio, photographs, images, illustrations, animations, data or other materials which may be made available on the Platform;
-“Contract Agreement” means an agreement, (i) between an Influencer and TSUNAGARU INC., in which Influencer agrees to perform a Job on behalf of TSUNAGARU INC., and TSUNAGARU INC. agrees to pay the Influencer the Influencer Service Fee to the Influencer, or (ii) an agreement between TSUNAGARU INC. and a Client in which TSUNAGARU INC. have the Influencer perform such Job and in which the Client agrees to pay the Client Contract Fee to TSUNAGARU INC.;
-“Influencer” means a user of the Platform who registers as a provider of professional or creative services;
-“Influencer Service Fee” means the stated fee payable to an Influencer by TSUNAGARU INC. in respect of Job plus any applicable tax;
-“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Japan or otherwise;
-“Job” means a project, campaign or other brief of a Client which requires the services of an Influencer, as specified by a Client in a Job Profile on the Platform;
-“Job Materials” means any materials or work products created or produced at a Job, and the results and proceeds of the services provided by an Influencer on a Job;
-“Job Profile” means the profile for a Job listed by a Client on the Platform;
-“Services” or “our Services” means the services or any part thereof we provide to you in connection with the Platform;
-“TSUNAGARU INC. Materials” means the Platform and any associated materials and information owned, developed or licensed by TSUNAGARU INC. and made available via the Platform;
-“Website” means one or more Internet Website(s) that we own or control in connection with Platform;
REGISTERING AN ACCOUNT
8.Users must register an Account to use the Platform. Without limiting the registration details we may require, you acknowledge that we may require you to provide us with the following:
a. a personal or company profile;
b. an email address;
c. a personal SNS account information;
d. verification of your address details; and/or
e. the details of a valid credit card, bank account and/or other payment methods.
9.It is for any reason in our sole discretion that we reserve the right to refuse or cancel registration of an Account. The Account that we acknowledge as competitive will also be refused and canceled on and after registration. If we refuse or cancel the registration, we are under no obligation to give explanation of reason for such refuse or cancellation.
10.All information provided when registering an Account must be up to date, correct and complete. Incomplete, ineligible, incorrect or misrepresenting Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Platform. You may never use another person’s Account without his/her permission.
11.Users are solely responsible for maintaining strict confidentiality of their Account details and controlling access to and use of the Account as well as any activity under the Account. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
12.You acknowledge that the contact information in your Account profile will be publicly accessible on the Platform.
ADDITIONAL TERMS FOR INFLUENCER AS TO REGISTRATION
13.Paragraphs 14-18 apply only to Influencers participating in the Platform, in which paragraphs “you” means an Influencer unless otherwise provided.
14.The Platform is designed for use by people who reach the legal adult age of the country or state they live in. Users under the legal adult age may only use the Platform with the consent of a parent or legal guardian. We reserve the right to refuse registration from individuals under the legal adult age or, in any event, to seek further information from you to verify your eligibility to use the Platform.
15.If you do not meet the minimum age requirement in paragraph 14 above, you must not use the Platform unless approved by a parent/guardian (and we reserve the right to verify your eligibility and require parent/guardian consent).
16.If you do not meet the minimum age requirement in paragraph 14 above, you must not use the Platform unless approved by a parent/guardian (and we reserve the right to verify your eligibility and require parent/guardian consent).
17.You acknowledge that we may require that you meet qualifications and/or specific criteria to be eligible to apply for a specific Job offered by Clients.
INFLUENCER ACCOUNTS AND SUBSCRIPTION FEE
18.You may register an Account free of charge.
USING THE PLATFORM
20.The Platform allows registered Clients to list Jobs, search for Influencers based on their location in Japan, and book Jobs, after our hearing. The Platform allows Influencers to offer and apply for Jobs. The Platform also allows Influencers to search and apply for Jobs and accept offerings by Clients for Jobs.
22.Through the Platform, TSUNAGARU INC. will act as a facilitation gateway for Job coordination and screening, contact point between the Client and the Influencer, and handling of Contract Agreement and Payment performed on a case-by-case basis.
23.You acknowledge that TSUNAGARU INC. is not your agent or representative; and that it only provides the Platform as an online marketplace.
24.TSUNAGARU INC. does not and will not warrant, either expressed or implied, the accuracy, completeness, legality and up-to-dateness as to the posted information with respect to the Jobs, the Influencers and the Clients. The Influencer shall seek and find Jobs listed by Clients at the Influencer's own risk and discretion. The Client shall list Jobs, search for Influencers and find the Influencer at the Client's own risk and discretion.
25.If one or more Influencers apply for a certain Job listed by a Client, the Client and the Influencer(s) shall have negotiation, on the Platform and through TSUNAGARU INC, on necessary terms and conditions as to the Contract Agreement, including the Job descriptions, details of the Job Materials, and/or others. Some matters shall be discussed between TSUNAGARU INC and the Influencer(s) such as amount of the Influencer Service Fee, and between TSUNAGARU INC and the Client such as the Client Contract Fee.
26.If an Influencer, a Client and TSUNAGARU INC. reach an agreement on terms and conditions as to the Contract Agreement of the Job, the Contract Agreements as to the Job shall be deemed to be made between the Influencer and TSUNAGARU INC. and between TSUNAGARU INC. and the Client, respectively. In such case, the Influencer or the Client will not enter into a direct agreement with the Client or the Influencer. You are solely responsible for ensuring that you understand the terms of contract that are being requested.
27.You agree that you (and your agents) will not negotiate any terms and conditions as to the Contract Agreement separately including payment terms or amounts from Clients, outside the Platform. Any attempt to circumvent the Platform may result in the removal of you from the Platform at our sole discretion. If an Influencer and a Client attempt to circumvent the Platform with respect to a Job, the Influencer and the Client shall immediately pay to TSUNAGARU INC. three (3) times the amount of the Influencer Service Fee as to such Job
INFLUENCER PERFORMANCE OF JOB, JOB REVIEW AND CONFIRMATION
28.After the Contract Agreement as to the Job is made, the Influencer shall perform the Job pursuant, on our behalf, to the agreed terms and conditions of the Contract Agreement, and deliver the Job Materials to TSUNAGARU INC. (if applicable) or give report as to the Job to TSUNAGARU INC, at the timing set forth in the Contract Agreement, whether before or after the completion of the Job.
30.If the Influencer deliver the Job Materials to TSUNAGARU INC. (if applicable) or gives report as to the Job to TSUNAGARU INC. pursuant to the Contract Agreement, the Client shall promptly review of the performed Job and inspect whether the Job has be, or is being done according to the Job descriptions, details of the Job Materials, and other agreed terms and conditions of the Contract Agreement, within the period set forth in the Contract Agreement after the delivery or report. The Client shall notify us of the result of such review and inspection on the Platform.
31.If the Client does not give the above notice set forth in the foregoing paragraph 30 to us within the period set forth in the same paragraph, the Job shall be deemed to have be, or be being done according to the Contract Agreement.
32.If the Client considers the Job is not done according to the terms and conditions of the Contract Agreement and gives notice to us the that effect, the Client and the Influencer shall have discussions as to such matter on the Platform, through TSUNAGARU INC.
33.In any case, the ownership and/or right to use the Job Materials shall be transferred or granted to us pursuant to paragraph 55 upon the payment of the Influencer Service Fee pursuant hereto.
34.Client acknowledges that Influencers are independent third parties and not managed by TSUNAGARU INC. Influencer acknowledges that he/she agrees on and perform the Contract Agreement as an independent contractor, not a consumer. Client and Influencer specifically acknowledge and agree that either of Client and Influencer is solely responsible (and assumes all liability and risk) in respect of the services provided by Influencer on a Job.
35.The payment of Influencer Service Fee shall be processed, within the period designated in the Contract Agreement via bank transfer by TSUNAGARU INC., to the Influencer. To facilitate the payment, the Influencer will be asked to provide financial details including nominated bank account details. The Influencer is responsible for the accuracy of the nominated personal and bank account details. The Influencer shall expressly authorize us and the Client to utilize this information which enables monetary transaction to be transferred directly into such Influencer's nominated bank account upon payment confirmation.
36.Unless otherwise provided herein, you acknowledge and agree that TSUNAGARU INC., will be the sole facilitator for payment of the Influencer Service Fee for any Job completed through usage of the Platform and related services. The Influencer agree that the Influencer will not pursue any actions, legal or otherwise, against us for any failure of payment or non-payment.
ADDITIONAL TERMS FOR INFLUENCER
37.Paragraphs 38-39 apply only to Influencers participating in the Platform, in which paragraphs “you” means an Influencer unless otherwise provided.
INFLEENCER RELATIONSHIP WITH THE CLIENT
38.As Influencer, you will perform your obligations and provide your services, on our behalf, to the Client as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity at all times. You agree that neither TSUNAGARU INC. nor the Client will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either TSUNAGARU INC. or the Client, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions. You indemnify TSUNAGARU INC. in relation to any such liabilities.
ADDITIONAL TERMS FOR CLIENTS
40.Paragraphs 41-44 apply only to Clients participating in the Platform, in which paragraphs "you" means an Client unless otherwise provided.
ADDITIONAL TERMS FOR CLIENTS
42.You must have sufficient funds available to pay the Client Contract Fee. You acknowledge that other surcharges and losses would be incurred, and that we reserve the right to charge other administration fees, as a result of your non-payment due to having insufficient funds or any other cause. Otherwise You must pay all charges in the manner set out on the Platform or as advised by us.
43.The ownership and/or right to use the Job Materials shall be transferred or granted to the Client pursuant to paragraph 55 upon the full payment of the Client Contract Fee pursuant hereto.
44.You undertake that you are an authorized user; that the payment details provided are up to date, correct and complete; and that you will have sufficient funds to pay the full amount of the Client Contract Fee on each occasion. You acknowledge and agree that TSUNAGARU INC., will be the sole facilitator for payment (recipient of payment) of the Client Contract Fee for any Job completed through usage of the platform and related services.
YOUR OBLIGATIONS AS TO USE THE PLATFORM
45.You may not decompile, reverse engineer, disassemble, or convert any element of the Platform; distribute, reproduce or publish any element of the Platform in any way; sell, rent, lease or lend any element of the Platform; defeat, disable or circumvent any security feature of the Platform; transfer any element of the Platform to any third party (hereinafter the above acts collectively referred to as the “Prohibited Acts”); or authorize or allow any third party to do any of the acts above. Any losses or damages to the Platform and our services arising from any of the Prohibited Acts, you must compensate us for any losses or damages
46.You must not engage in any way or otherwise accessing any content on the Platform via automated means without our authorization.
47.You are solely responsible for your interactions with other users of the Platform. You agree that we are not liable for the conduct of any user.
49.Any cost associated with accessing and using the Platform generally remains under the responsibility of users and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the Platform and meets all relevant technical specifications necessary to obtain the benefit of the Platform.
50.The Platform may contain links to other sites not maintained by us (“Linked Sites”). We are not responsible for the content of any Linked Sites. TSUNAGARU INC. does not in any way endorse any Linked Sites and is not responsible for the quality, delivery or other matters of any products or services advertised, offered, or accessed by such Linked Sites. If these Linked Sites collect personal information from you, we shall bear no responsibility or liability for the way, purpose and circumstances such information is collected or used.
51.The Platform may utilize social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). We are not responsible for any of your losses or damages associated by any change of terms and conditions of use of social network. Your use of any social media platforms is subject to the media platform's prevailing terms and conditions of use. By using any social media applications or features on the Platform, you consent and agree to the terms and conditions of use of the social media platform. We strongly encourage users to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Platform.
53.You agree to grant to TSUNAGARU INC. in respect of all Content uploaded to the Platform and all images of Job Materials, a royalty-free, perpetual, irrevocable, unconditional, non-exclusive, transferable, worldwide license to use the Content and images for marketing and promoting TSUNAGARU INC. (and its products and services) in any manner. You acknowledge that TSUNAGARU INC. may reproduce any appropriate images from your official sites, SNS sites, and/or platforms for such purposes.
54.You warrant that:
b. any Content you upload to the Platform does not and will not contain any information, expression or material which is or suspect to be false, misleading or deceptive, or defamatory; and
c. you acknowledge that we reserve the right to modify or remove Content of your profile and/or details of Job on Platform that we believe to be false, misleading, deceptive, defamatory, or otherwise inappropriate, and that on our modification, no notice to the relevant account may occur.
55.The ownership of, and/or all Intellectual Property Rights in, the Job Materials created or produced in performing a Job, and the results and proceeds of the services provided by an Influencer on a Job shall be subject to the terms of the Contract Agreement agreed by the Client, TSUNAGARU INC., and the Influencer. It is your obligation to ensure that you understand the terms of your Contract Agreement, including in respect of the ownership and usage of Job Materials.
INFLUENCER & CLIENT REPRESENTATIONS AND WARRANTIES
56.You warrant that:
a. all information you provide to us upon registering for an Account is true, accurate and complete and not misleading;
c. You are authorized to submit Content, as applicable, in the manner designated on the Platform;
d. You will not share any personal information of other users of the Platform with any third party;
e. any Content you submit to the Platform will not contain anything that;
ⅰ. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
ⅱ. is copied or adapted either wholly or substantially from any other work or material;
ⅲ. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable, or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behavior, or contains sexually suggestive imagery;
ⅳ. parodies, disparages or makes fun of TSUNAGARU INC. or its products or services in any way;
ⅴ. solicits passwords or personal information for commercial or unlawful purposes or unlawfully provides any telephone numbers, addresses, names, URLs, email addresses or other personal information;
ⅵ. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
ⅶ. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
ⅷ. infringes the privacy rights, trade secrets or any other rights (including Intellectual Property Rights) of any person, corporation or entity.
57.TSUNAGARU INC. retains the right to remove any Content that it considers breaches any of the above warranties, or if any third party claims that any Content breaches any of the above warranties. TSUNAGARU INC. will not bear any liability for damages incurred as a result of such removal.
58.The Client and the Influencer acknowledge that:
a. The Client/Influencer will be responsible or liable in any way for any postponement, cancellation, no-show, termination or other non-performance of a Job,
b. the Client/Influencer will be responsible or liable in any way for any dispute between an Influencer and a Client in respect of a Job after Contract Agreement has been performed; and
59.We reserve the right to increase our fees or introduce new prices or charges at any time upon agreement.
60.You agree to compensate, and must defend and hold harmless, TSUNAGARU INC. and its related personnel and agents, from and against any claims, liabilities, damages, losses and/or expenses (including legal fees) arising out of or in any way connected with any of the following (including as a result of your direct transactions with other user(s) as to the Platform):
a. your Content or access to the Platform;
c. your participation in, or provision of services for a Job;
d. your claim against a Client for any reason;
e. your claim against an Influencer for any reason;
f. any claim by any third party (including any other Client or Influencer) arising directly or indirectly from you breach set forth in the above paragraph b.;
g. any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;
h. your violation of any applicable laws, rules or regulations; and
i. any misrepresentation made by you.
NO WARRANTY AND LIMITATION OF LIABILITY
61.You acknowledge that TSUNAGARU INC. has not made and will not make any warranties in respect of:
a. the success or completion of any Job;
b. a certain level of performance or ability of the Influencer;
c. your business or commercial performance.
62.You agree that you use the Platform at your own risk and that TSUNAGARU INC. disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Platform, inability or partial inability to use the Platform, or any failure of the Platform or the Services. To the maximum extent permitted by law:
a. THE PLATFORM AND THE TSUNAGARU INC. MATERIALS AND ANY OTHER FEATURES OR FUNCTIONS ASSOCIATED WITH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
b. under no circumstances will TSUNAGARU INC. be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted or otherwise made available via the Platform;
c. we do not make any promises or assurances, either expressed or implied, to you about the Platform or the TSUNAGARU INC. Materials, that your use of the Platform will be uninterrupted, error-free or free from viruses, worms, trojan horses, and other malicious codes;
d. we make no representations or warranties, either expressed or implied, in relation to the accuracy or completeness of the information, advice or other content available on or via the Platform and we do not accept any liability in relation to your reliance on such information, advice or other content; and
MONITORING, SUSPENSION AND TERMINATION OF ACCOUNT
67.In the event we close, freeze, suspend, or terminate your Account, or your access to the Platform or our Services, or remove any Content pursuant to the foregoing paragraph 66, TSUNAGARU INC. will not bear any liability for damages incurred as a result of such close, freeze, suspension, termination, non-access or removal, and you will remain liable for all obligations (including obligations to make payments) due hereunder.
68.You may cancel your Account at any time by contacting us or following the prompts on the Website. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform. Also if an Influencer cancels his/her Account, such Influencer shall be continue to liable for performing and completing the Job as to which the Contract Agreement has been made before the cancellation is completed by us.
69.All notices that are delivered from us to you shall be addressed, at the postal address or the e-mail address registered on the Platform. Such notice shall be deemed to arrive at the time of dispatch.
70.TSUNAGARU INC. shall have no liability to you for any damages, or any loss of profit, data or otherwise, incurred or suffered as a result of non-arrival of the notice provided in the previous paragraph due to inaccuracy or non-updating of the above information.
71.TSUNAGARU INC. may subcontract to a third party some or all of its obligations hereunder. We may authorize a third party to enforce or execute some or all of its rights hereunder, in or out of court on our behalf.
SUSPENSION AND TERMINATION OF THE PLATFORM
72.TSUNAGARU INC. may, at its sole discretion, suspend or terminate provision of the Services or the Platform,
a. if any third party claims that the Platform or the Services, the Websites, or the TSUNAGARU INC. Materials infringe any Intellectual Property Rights of a third party, and if TSUNAGARU INC. believes it necessary or appropriate to suspend or terminate the Services or the Platform to avoid the alleged infringement or decrease the damages occurring from it,
b. if any serious accident with respect information security or protection of personal information occurs and if TSUNAGARU INC. believes it necessary or appropriate to suspend or terminate the Services or the Platform to investigate the cause of the accident or avoid or decrease or protect expansion of the damages occurring from it, or,
c. if any other event occurs, due to which TSUNAGARU INC. believes it necessary or appropriate to suspend or terminate the Services or the Platform.
73.TSUNAGARU INC. shall have no liability to you for any damages, or any loss of profit, data or otherwise, incurred or suffered as a result of the above suspension or termination provided in the previous paragraph 72.
74.In case of the foregoing paragraph 72 TSUNAGARU INC. shall make its efforts to give prior notice to you whenever possible and applicable.
75.Each Party represents and warrants:
a. that the Party is not, will not, and, has not been antisocial forces (which mean a gang, gang-related company, corporate racketeer, or any other organized crime group or a related association. The same applies hereinafter.);
b. that the Party is not, will not, and, has not been involved in any actions or activities using any antisocial forces;
c. that any of its major investors, officers and employees is not, will not, and has not been any member of any antisocial forces.
76.The provisions under paragraphs 24, 27, 45 through 65, 67 through 70, 73 through 82 shall survive and remain applicable to you even your Account is terminated or cancelled for any other reason whatsoever.
77.If the Platform or our Services is delayed in or not capable of running as planned, or performance of the Job is delayed or becomes impossible, for any reason beyond the reasonable control of TSUNAGARU INC., including because of war (declared or not), civil war, terrorism, riot, state of emergency or disaster (including natural disaster such as big earthquake, huge typhoon, tsunami, tidal wave, and storm), network connection failure, failure of internet servers, infection by computer virus, bugs, tampering, unauthorized intervention, shortage of electricity or other resources, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Platform or our Services, TSUNAGARU INC. reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the provision of the Platform our Services, or performance of the Job. In such case TSUNAGARU INC. will not bear any liability for damages incurred as a result of the above delay or incapability, or such cancellation, termination, modification or suspension.
© 2019 Tsunagaru Inc.