Article 1: Definition

Each of the following terms used in the Terms of Use shall be defined as follows.

1. (1) “Members”: Influencer Members (individuals or corporations) who have completed the membership registration process or who are seeking to become a member of this Service.
2. (2) “Client”: An individual or corporation (including a client or an advertising agency) who requests or intends to request a promotion to a Member who uses this Service by using the KYOMEI web service provided by the Company.
3. (3) “Promotion”: A Promotion is defined as a service requested by a client of a Member within this Service.
4. (4) “Promotional Products”: Any goods or services provided by the client to the Member for the purpose of implementing a promotion.
5. (5) “Registration Information”: All information about a Member that is registered with this Service.
6. (6) “SNS Accounts”: LINE provided by the LINE Corporation, Facebook and Instagram provided by Meta Platforms, Inc. and any other social networking service accounts that the Member currently owns and has registered on this Service.
7. (7) “Google Account”: A Google Account provided by Google LLC.
8. (8) “Personal Information”: Information that can identify a specific individual, such as address, name, e-mail address, etc., or all information associated with such information.
9. (9) “Confidential Information": Any and all information regarding products, companies, plans, know-how, etc. obtained by the Member from the Client through this Service. This shall include information regarding products and services not yet publicly released.

Article 2: Modification of the Terms of Use

The Terms of Use may be changed, in whole or in part, without prior consent of the member, in any of the following cases.

1. (1) When the Terms of Use are modified to conform to the general interests of our Members.
2. (2) When the Terms of Use are not contrary to the purpose for which the agreement was made, and when the change is reasonable in light of the necessity of the change, the reasonableness of the content after the change, and other circumstances pertaining to the change.

Article 3: Member Registration

1. Membership registration procedures require that the person completing the registration process enter the information requested by the Company. Furthermore, those who complete the membership registration process shall ensure that all information they enter is true.
2. The qualifications and conditions for those who can register as members are as follows.
1. (1) If the applicant is a minor, he/she must have obtained the comprehensive consent of his/her legal guardian.
2. (2) The applicant must have a Facebook or Instagram account and an email address.
3. (3) The applicant must not have been a member of this Service in the past.
4. (4) The applicant agrees to all the conditions of the Terms of Use.
5. (5) None of the items of Article 15, Paragraph 1 are applicable to the applicant.
3. The Company may deny membership registration if it determines that any of the items listed below are applicable to an individual or corporation seeking to register as a member. In addition, even after a member has registered, if any of the following facts are found to be true about a member, the Company may cancel the member's registration or take other necessary action without requiring any notice to the member.
1. (1) If the member does not meet or ceases to meet the qualifications and conditions for membership registration as stipulated in the preceding paragraph.
2. (2) If the registration information entered is found to contain false information.
3. (3) If the Company determines that a member has impersonated another individual or corporation to register as a member.
4. (4) If we are unable to contact you through the notification function in this Service or through your registered SNS account or e-mail address, or if you are unable to receive a currently valid e-mail message.
5. (5) If the Company deems that the user has committed an act in violation of these Terms of Use.
6. (6) If the Company otherwise determines that the member's registration is inappropriate.

Article 4: Modification of Registered Information

1. Members shall immediately notify the Company of any changes to their registration information in the manner prescribed by the Company.
2. The Company shall not be held liable for any disadvantage incurred due to a member's failure to contact the Company in accordance with the preceding paragraph.
3. If there is a change in registered information, or if a password is known or suspected to be used by a third party, the member shall immediately notify the Company in the manner specified by the Company, and shall take all possible measures to avoid use of the password by a third party, and shall comply with any instructions provided by the Company.
4. The Company shall not be held liable for any disadvantage incurred due to a member's failure to contact the Company in accordance with the preceding paragraph.
5. If a member fails to contact the Company in accordance with Paragraph 3, the Company may take necessary action, such as canceling the member's membership registration.

Article 5: Contents of This Service, Etc

1. This Service provides the following services to its members.
1. (1) Posting information about client promotions that are seeking members
2. (2) With regard to (1) above, providing support for applications to member promotion or implementing a promotion
3. (3) Providing support for the shipping of promotional products offered by the client to its members.
4. (4) Payment of remuneration for promotion implementation
5. (5) Provision of services ancillary to the items above
2. In providing the services described in (1) and (2) above, the Company will post promotional information for recruitment by the client and provide support for implementing a promotion, but any contractual relationship regarding the work requested by the client to the member shall arise between the client and the member, and the Company shall not be a party to the contract. In the event of a dispute between a client and a member, the member shall be solely responsible for resolving the dispute, and the Company shall assume no responsibility for the dispute.
3. In the event that a promotional item is sent by the client to a member but is not received by the member, or if the Company is unable to send the promotional item to the member due to an error in the member's address or other information registered with the Company, the member shall be solely responsible for the member's failure to receive the promotional item.
4. If a Member is affiliated with a production company, the Member shall, at his/her own responsibility and expense, enter into the necessary agreement with the production company and obtain its approval before using this Service. The Company shall not be liable for any disputes that may arise between members and production companies, etc.
5. The Company may, at its discretion, change or discontinue all or part of the contents of this Service. The Company shall not be liable for any damages incurred by members as a result of this, unless such damages are caused by the Company's willful misconduct or gross negligence.

Article 6: Implementation of Promotions

1. The member shall carry out the contents of the request from the client in compliance with the conditions or precautions (including but not limited to the date and time, location, and subject of the SNS, etc. The same shall apply hereafter) previously determined by the client and indicated in the Company's Services. The Company shall not be liable for any claim from the client to the member for refund of remuneration based on the member's failure to comply with the specified conditions or precautions.
2. The Member grants the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, publicly transmit, distribute, translate, adapt, etc. (hereinafter, the "License") the screens that the Member posts on SNS when implementing a promotion.
3. The Member consents to the possibility of secondary use of the Screens, etc. by the client implementing a promotion, and grants the client implementing a promotion a license to use the Screens, etc. in advance.
4. Members agree not to exercise their moral rights of authorship against the Company and the client who conducted the promotion in accordance with the preceding two paragraphs.

Article 7: Payment of Remunerations to Members

1. The Company shall pay the member a fee for conducting the promotion (hereinafter, a “Reward”) at a time separately specified in this Service upon receipt of the fee from the client. The member shall grant the Company full authority to receive any and all remuneration that the member should receive from the client on the member's behalf, and the Company shall receive the remuneration from the client based on such authority.
2. The provisions of the preceding paragraph notwithstanding, if the client does not pay the Company, or if the Company is unable to receive remuneration from the client, the Company will not be able to pay the remuneration to the member. In such cases, any compensation payable by the client to the member shall be resolved directly between the client and the member.
3. In order to receive the reward, the member must register with this Service a bank account in the member's or company's name. If the Company is unable to pay a member's remuneration because the member has not completed bank account registration or for any other reason, the Company shall not be liable for any remuneration paid to the member.
4. Members who receive compensation through this Service are responsible for filing their own tax returns and handling other tax-related matters.

Article 8: Prohibited Matters

1. Members shall not engage in the following acts in the use of this Service.
1. (1) Providing personal information or confidential information obtained through this Service to a third party
2. (2) Conducting any transaction, including contracts related to advertising and promotion, with a client contacted through this Service, or offering to conduct such a transaction, without using this Service.
3. (3) Duplication of membership registration by the same individual or corporation
4. (4) Impersonating another individual or entity to apply for a promotion or implement a promotion
5. (5) Violating the contents of the client's request or the conditions or precautions indicated by our company's Service
6. (6) Engaging in acts that violate laws and regulations or public order and morals
7. (7) Engaging in criminally-related acts
8. (8) Engaging in acts that damage or interfere with the functions of the servers or network of the Company
9. (9) Engaging in acts that may interfere with the operation of the Services provided by the Company
10. (10) Collecting or accumulating the personal or confidential information of other Members
11. (11) Providing benefits directly or indirectly to antisocial forces in relation to our services
12. (12) Any other acts deemed to be inappropriate by the Company
2. If the Company deems that a member has violated the preceding paragraph or these Terms of Use, the Company may take any action, without prior notice, including revocation of membership, without obligation to explain the reason for such action to the member. In addition, if the Company confirms that a member has committed an act aimed at defrauding the client of promotional products, or has otherwise committed an act in violation of the client's request, or the terms and conditions or precautions indicated by our company, the Company may demand compensation from the member in an amount equivalent to the price of the promotional products.

Article 9: Registration Information, Personal Information, Etc.

The Company shall handle personal information and other registration information in accordance with the Privacy Policy separately stipulated by the Company.

Article 10: Intellectual Property Rights, Etc.

The rights to all of the content comprising this Service are the property of the Company or third parties that own the rights to such content. Members shall not acquire any rights to any content on this Service, and shall not perform any act that infringes on any Intellectual Property Rights, including copyrights, portrait rights, publicity rights, or any other rights related to the content without the permission of the rights holder. The granting of a license to use this Service under these Terms of Use shall not imply the granting of a license to use the rights of the Company or any third party that owns such rights in relation to this Service.

Article 11: Canceling Membership

1. If a member wishes to cancel his/her membership, he/she must follow the procedures specified by the Company. However, if a member has not yet completed the procedures for implementing a promotion or payment of a reward, etc., for which he/she is applying, he/she may not cancel his/her membership until such time as the relevant procedures are completed.
2. If a member completes the prescribed procedures and cancels his/her membership, the Company may delete the historical information concerning the member.

Article 12: Termination, Etc. of This Service

1. The Company may take necessary actions such as suspending or discontinuing all or part of this Service without prior notice to the member if the Company determines that any of the following reasons exist.
1. (1) When performing maintenance, inspection, or updating the computer systems related to this Service
2. (2) When the provision of this Service becomes difficult due to force majeure events, such as earthquakes, lightning, fire, power outages, or natural disasters.
3. (3) When the computer or telecommunications, etc. is shut down.
4. (4) In any other cases in which the Company deems it difficult to provide this Service.
2. The Company shall not be liable for any disadvantage or damage incurred by members or third parties as a result of the suspension or interruption of this Service based on the preceding paragraph, regardless of the reason.

Article 13: Restriction of Use and Cancellation of Registration

1. The Company may restrict a member's use of all or part of this Service or cancel the member's registration without prior notice in the following cases.
1. (1) If any of these Terms of Use are violated
2. (2) If it is discovered that there are false facts in the registration information
3. (3) If we confirm that a member has not used this Service for one year or more
4. (4) If a member has not responded to our inquiries or other communications requesting a response for 30 days or more
5. (5) In any other cases in which the Company deems use of this Service to be inappropriate.
2. The Company shall not be liable for any damages incurred by members as a result of the Company's actions under this Article, unless such damages are caused by the Company's willful misconduct or gross negligence.

Article 14: Compensation for Damages

1. The Member shall be responsible for compensating the Company, the Client, or any other third party for any and all damages caused by the Member's use of this Service.
2. If a member violates Article 8, Paragraph 1 (2), the member shall pay a penalty of 500,000 yen to the Company. However, if the actual damages incurred by the Company as a result of such violation by the member exceed the above penalty amount, the member shall be liable for compensation to the Company for the actual damages incurred.
3. The Company shall not be liable for compensation for any damages including suspension, termination, or modification of the Service by the Company, malfunction of equipment, or any other damage incurred by the member in connection with this Service, unless such damage was caused by the Company's willful misconduct or gross negligence. In the event that the Company is liable to a member for damages, the Company's liability shall be limited to the amount of direct and ordinary damages actually incurred by the member as a result of the Company's default or tortious act.

Article 15: Exclusion of Anti-Social Forces

1. Members shall affirm that they (and their officers in the case of a company) are not applicable to any of the following and will not be applicable to any of the following in the future.
1. (1) Is an organized crime syndicate, a company affiliated with organized crime syndicates, a corporate racketeer or its equivalent, or a member thereof (hereinafter collectively referred to as "Anti-Social Forces").
2. (2) Has relationships with antisocial forces.
3. (3) Allows antisocial forces to use the Service under his/her name.
2. The member shall ensure that he or she will not directly or indirectly use persons affiliated with organized crime syndicates to engage in any of the following acts
1. (1) Using fraudulent, violent behavior, or threatening language.
2. (2) Any act that damages or may damage the reputation, etc. of another party.
3. (3) Any act that interferes or may interfere with the business of another party.
4. (4) Other acts analogous with the above items.
3. The Company may take necessary action such as cancellation of membership, etc. without any notice if any of the following becomes applicable to the user.
1. (1) If it is found that a declaration has been made in violation of the assurances in Item 1 or Item 2 of Paragraph 1.
2. (2) If it is found that this Service was used in violation of the assurances in Item 3 of Paragraph 1.
4. Even if the Company exercises its right of cancellation in accordance with the preceding paragraph, it is not precluded from claiming compensation from the member for damages suffered, and shall not be liable to compensate the member for any damage, loss, or expense incurred by the member as a result of exercising such right of cancellation.

Article 16: Notification and Communication

Notification or communication from the Company to members regarding this Service shall be made by posting notices in appropriate places within the Service or by other means deemed appropriate by the Company. If the Company deems it necessary to notify or communicate with individual members, the Company may do so through the notification function within this Service, through e-mail addresses, or through registered SNS accounts. The Company shall not be liable for any damage caused by non-delivery or delay of notification or communication from the Company.

Article 17: Prohibition of Transfer of Rights and Obligations

The Member may not assign his/her position or any rights or obligations under these Terms of Use to any third party or offer them as collateral without the prior written consent of the Company.

Article 18: Governing Law and Jurisdiction

1. These Terms of Use shall be governed by and construed in accordance with the laws of Japan.
2. In the event of any dispute arising in connection with this Service, the Tokyo Summary Court or the Tokyo District Court shall have exclusive jurisdiction over the dispute, depending on the amount of the claim.

END

Enacted and effective as of September 1, 2022