Affiliate Agreement

The reseller (hereinafter “the Affiliate”) shall comply with the Affiliate Agreement (hereinafter “this agreement”) in regards to the download service (hereinafter “the service”) offered via “Bijin Sozai (” for images and other materials which C4Media, Inc. (hereinafter “The Company”) either owns or possesses exclusive rights of sale.

Article 1 (Purpose)
  • This agreement establishes matters that should be observed by The Affiliate when The Company appoints The Affiliate as an Affiliate in order to promote sales of the service to third parties.
Article 2 (Basic Agreement and Individual Contracts)
  1. This agreement shall apply even when an individual contract is concluded between The Company and The Affiliate. When there is a discrepancy between the provisions of an individual contract and the contents of this agreement, the provisions of the individual contract shall take precedence.
  2. So long as The Company allows, The Affiliate shall be able to use an affiliate code specified by The Company. However, identification of the acts which form the basis of commission via affiliate links (hereinafter “tracking”) uses cookies and other technology depending on the type of the end user’s terminal, and The Affiliate shall acknowledge that commission will only be paid for acts that can be tracked by this technology.
  3. The Company shall not be liable for losses incurred due to responding to an order, regardless of delays in delivery of the service or any other reasons.
  4. When providing the service to end users, the “Bijin Sozai Terms of Use” displayed on the web site of the service shall form part of this agreement, as a contract between The Company and the end user.
Article 3 (Granting Marketing Rights)
  1. The Company grants The Affiliate non-exclusive reseller rights to the service.
  2. The Affiliate can grant secondary reseller rights to third parties. In that case, The Affiliate shall obtain prior consent from The Company, and shall require the third party to comply with the same obligations and responsibilities as set forth for The Affiliate in this agreement. Note that, in the event that damage is done to The Company for reasons attributable to the secondary reseller, The Affiliate shall be joint and severally liable with the reseller.
  3. Qualifications of an Affiliate (including secondary resellers) shall be as follows, and should the Affiliate be found in violation, the contract shall be cancelled immediately.
    The Affiliate does not operate the following sites / apps.
    Adult sites or applications, sites or applications which post links or adult banners to adult sites or applications, sites or applications which promote violence or abuse, sites or applications which promote racial discrimination, any other sites or applications which violate the law, and sites or applications in networks that are contrary to public order and morals.
    (2)  The person responsible for the site or application shall be at least 18 years of age.
    (3)  The registered information is free of falsehoods.
    (4)  The Affiliate has read and agreed to comply with this agreement.
    (5)  There are no falsehoods in data or information provided to the network after the program has started.
    (6)  The Affiliate has not been forced to withdraw from The Company or its related services.
    (7)  The Affiliate is capable of conducting civil communication with The Company and members of the Advertisers Association.
    (8)  The registered information is neither fictitious nor inaccurate.
    (9)  The registered inform is viewable without registration or entering a password.
Article 4 (Role and activities of The Affiliate)
  1. The Affiliate shall promote the sale of the service to best of its abilities.
  2. The Affiliate shall display the fact that The Affiliate is an affiliate of Company relating to the service in signage and advertising copy.
  3. The Affiliate shall obtain consent from The Company before holding joint seminars, roundtable discussions, etc. regarding the service.
  4. The Affiliate shall appoint at least one representative in charge of the service.
  5. The Affiliate shall require itself, as well as secondary resellers and end users to comply with the terms of the service (the latest version of the “Bijin Sozai Terms of Use”).
  6. The Affiliate shall take the greatest care not to harm the brand, reputation, or trust of The Company and the service in the course of selling the service.
  7. The Affiliate shall follow any instructions given by The Company in relation to display of contents, advertisement, marketing methods, and other sales activities of the service.
  8. In the event that changes occur to the registered information, The Affiliate shall report this without delay and update the registered information using the process specified by The Company. However, should The Company review the appropriateness of changes to the account information based on the notification from The Affiliate and deem that the changes to the registered information are inappropriate, The Company may deny changes to the account information. In the event that The Company denies changes to the registered information, The Company shall not be liable for damages or harm incurred by The Affiliate or third parties because of the the denial to change information. Note that if notifications or documents sent from The Company are delayed or not delivered because The Affiliate neglected to update registered information, then they shall be deemed to have been delivered as usual.
Article 5 (Submission of expected values, etc.)
  • Should The Company request it, The Affiliate shall report sales prospects, sales figures, and other information relevant to the service.
Article 6 (Contract with the end user)
  1. The Affiliate must, when selling the service to end users, conclude a contract regarding sale of the service with the end user. In that case, The Affiliate shall present the Terms of Use to the end user and obtain their consent.
  2. The Affiliate shall investigate whether end users are using the service appropriately and complying with the Terms of Use, while also guaranteeing appropriate use of the the service and compliance with the Terms of Use. Should end users use the service inappropriately or fail to comply with the Terms of Use, and thereby damage The Company, The Affiliate shall be responsible for compensation of those damages.
  3. With the purpose of promoting sales of the service to end users, The Affiliate shall be able to sell the service to end users at up to a 10% on price displayed on the website with the consent of The Company. In that case, The Company shall be able to request submission of order forms from end users used for sale at the discretion of The Affiliate.
Article 7 (Limit of guarantee)
  • The Company does not guarantee any of the following, to any number of people.
(1)  that service shall be operated without problems or interruptions
(2)  that defects in service will always be repaired
(3)  that destructive constructs such as computer viruses shall not be allowed to exist within the service
(4)  that adequate security methods are provided for (3)
(5)  That problems will not arise in sales or providing applications in the distribution service managed and operated by the operation system provider after use of the service.
Article 8 (Payment)
  1. The Affiliate shall pay The Company a price determined by individual contract by means of wire transfer to a bank account specified by The Company, and The Affiliate shall be responsible for any transfer fees incurred. Conversely, in the case of direct deposit from the end user to The Company, The Company shall pay The Affiliate by means of wire transfer to a bank account specified by The Company, but The Affiliate shall still be responsible for transfer fees specified by the financial institutions and service fees from The Company (¥1,050/transfer, w/tax).
  2. Payment mentioned in the previous paragraph shall be made on a date specified by The Company, on or after the last day of the 2nd month after the end of the month commission was confirmed. When the payment date falls on a holiday for the financial institution involved, it shall instead be the next business day.
  3. In the previous section on payment, in spite of The Company making the transfer procedure to the specified account, if the wire transfer cannot be completed because of a lack of account information, the postal address is unknown, or email from The Company is not delivered, The Company shall contact The Affiliate at their registered email address or by telephone. However, should The Affiliate not respond to The Company’s contact with the correct account information within 30 days, The Company shall be exempt from obligations to pay that commission.
  4. The Company shall notify The Affiliate of changes to the payment period of commission by email.
  5. If payment for the service cannot be cannot be collected from the end user, The Company shall be except from its obligation to pay The Affiliate.
  6. The Affiliate’s credit limit for purchases of the service shall be set forth by the judgement of The Company.
Article 9 (Intellectual property)
  1. Material such as photographs in the service provided by The Company, trademarks related to the service, the content, all intellectual property rights relating to materials, etc. to be provided to the end user, etc. (including, but not limited to all rights related to the copyright (reproduction rights, distribution rights, adaptation rights, public transmission rights, including transmittable rights, etc.), shall be attributable to The Company or a third party that possesses the legitimate rights. This agreement is not intended to transfer any rights to The Affiliate, nor is it intended to license use other than as set forth in this Agreement.
  2. If damage is caused to The Company or a third party by the infringement of intellectual property set forth in the preceding paragraph, then The Affiliate shall be liable for the damages, and The Company shall not bear any liability. Also, if intellectual property rights issues arise between The Affiliate and a third party, if after a certain period of time the issue has not been improved or resolved, then The Company shall be able to cancel its contract with The Affiliate.
  3. In regards to intellectual property rights of The Company and in the service, The Affiliate shall make the greatest effort so that no infringement on the intellectual property rights is made by a third party. If by any chance, there is an infringement of the intellectual property rights, The Affiliate shall report this promptly to The Company.
  4. The Company shall be free to use The Affiliate’s articles in part or in whole without notice for the purpose of publicity or advertisement (however, this does not include use for publishing).
  5. Should The Affiliate transfer the copyright relating to its own article to a third party, it shall require agreement from the third party to the contents of this article.
Article 10 (Guarantee)
  1. The Affiliate shall acknowledge in advance that as a rule The Company provides materials such as pictures and the subjects of pictures in the service royalty free, but that there are cases in which they will are separately required to pay a license fee for copyright, design right, right of publicity, trademark rights, or rights associated with them due to changes in the law, petitions by copyright holders, and decisions of the courts.
  2. The Affiliate shall guarantee, after the date of application to become an Affiliate, that it has no relationship of capital or funds with anti-social organizations such as organized crime, that it does fund or make other transactions with such organizations regardless of their name, that it has not appointed any such people as its executives, and does not employ any such people as staff. Additionally, The Affiliate may not have any relationship of capital or funds with anti-social organizations such as organized crime, must not fund or make other transactions with such organizations regardless of their name, and must not appoint any such people as its executives, or employ any such people as staff.
Article 11 (Prohibited acts, violations, and liability)
  1. The Affiliate is prohibited from performing the following acts, and should it perform such acts, it will be liable for them.
    (1)  Acts violating this agreement or acts of misconduct, or illegal acts such as fraud or fabrication
    (2)  Whether direct or indirect, acts that harm (cause death or bodily injury) third parties due to violation of obligations, or acts suspected of this.
    (3)  Acts that violate or encourage violation of laws and regulations such as the Act against Unjustifiable Premiums and Misleading Representations, the Pharmaceutical Affairs Law, the Financial Instruments and Exchange Law, the Money Lending Business Law, or regulations on acts that use internet dating business to attract children act.
    (4)  Acts of spam by email, publicity stunts-abuse by writing on online forums or publicity stunt-abuse by other means.
    (5)  Acts of reverse engineering or unduly modifying the system provided by The Company, such as reverse-compiling and reverse-assembly, as well as distributing, using, allowing use by a third party of malicious code and illegal tools such as viruses, worms, and spyware.
    (6)  Acts that hinder the operation of our site and our advertisers sites, such as unauthorized access or use by improper methods or frequency that exceeds the allowable rang to The Company’s server.
    (7)  Without obtaining license from The Company, beyond the range required for use and operation by the user of the recognized application, reading, writing, receiving incoming and outgoing transmissions, or acquiring terminal information, personal information and other information from an information processing terminal such as a personal computer, mobile phone, or smart phone, or adding or changing settings of said terminal, or disclosing that information to a third party. Also, acts suspected of this behavior.
    (8)  In addition to this agreement, any act in violation of conditions, rules, notes, etc. set forth separately by The Company.
    (9)  Any other activities that are prohibited by law, or deemed inappropriate by The Company.
  2. The Company shall deem whether prohibited acts have been committed. Should The Company deem that it is highly probably for acts in violation of this agreement or illegal acts will be committed, then The Company may deprive The Affiliate of reseller rights. In addition, no description of the content or rationale needs to be made to The Affiliate, and in that case, The Affiliate may not make an objection in any way.
  3. The Company shall have the right to ask The Affiliate to submit the necessary documents for the server's log files and identity verification.
  4. Maintenance of the service shall be performed, either regularly or irregularly. During maintenance, The Affiliate may not make any objection about suspension of service due to mechanical failure or software defects, B is not able to state their objections. Furthermore, The Affiliate cannot claim compensation for damages suffered due to this maintenance.
  5. The Company shall not be liable for damage or lost profits caused by use of the service.
  6. The Affiliate may no longer make requests for assistance to The Company based on this agreement, after one year has passed from the time those circumstances occured.
Article 12 (Confidentiality)
  1. Neither The Company and The Affiliate may disclose or divulge to a third party information that has been disclosed as confidential from the other party (hereinafter referred to as "Confidential Information”), and both shall take necessary steps to ensure information is not leaked.
  2. 2. For information that falls under any of the following items, neither The Company nor The Affiliate shall be bound by the provisions of the preceding paragraph.
    (1)  When receiving a disclosure from the other party, the information is already possessed by the receiving company.
    (2)  Information that was already publicly known when it was disclosed to the receiving company, or that later becomes publicly known for reasons not attributable to The Company or The Affiliate.
    (3)  After either The Company or The Affiliate receives disclosure from the other company, information that was also obtained legally from third parties.
    (4)  Information for which either company has received written disclosure from the other to disclose to third parties.
  3. The Company and The Affiliate shall only disclose confidential information disclosed by the other party to executives, employees, lawyers, tax accountants, and others within the range required to achieve the purposes of disclosure. In that case, the disclosing company shall take necessary measures such as submission of a written oath, guidance, and supervision so that any person who has received disclosure of the confidential information does not leak or use the confidential information for any other purposes.
  4. If this agreement is terminated, both The Company and The Affiliate shall promptly return or dispose of confidential information provided by the other party.
Article 13 (protection of personal information)
  1. Both The Company and The Affiliate shall comply with the following matters.
    (1)  Comply with the laws and regulations related to use and management of personal information, including the Personal Information Protection Act, and pursuant to the provisions of Article 13, to hold personal information as confidential information.
    (2)  At the time of sale activity of the service, if collecting personal information from the end user, obtain consent from the end user and take other necessary steps for the collection of personal information.
    (3)  Take necessary measures so that personal information is not lost, damaged, or leaked, etc., and be liable for loss, damage, and leakage of personal information.
  2. If either company violates the preceding paragraph, or either willfully or negligently causes the loss, damage, leakage, etc. of personal information, thereby causing damage to the other company, then they must compensate the other company for those damages.
  3. The provisions of the preceding paragraphs do not apply in the case of a legal obligation to disclose personal information to a search by government or judicial agencies.
  4. The Company shall have ownership of personal information relating to the service, and if the agreement is terminated, The Affiliate shall not use the personal information.
Article 14 (Period of Validity)
  • The Affiliate shall be a valid Affiliate for one 1 year from the time it receives the license from The Company. This period shall be automatically extended for an additional year if The Company does not make any contact about this matter. However, if there is a request for cancellation from The Company the contract shall be cancelled unconditionally.
Article 15 (Contract Cancellation)
  1. If The Affiliate breaches the terms and conditions of this Agreement, The Company shall be released from its partnership with the Affiliate.
  2. If The Company determines that contact by email with The Affiliate is impossible, or that The Affiliate has not earned commission for two years, or that The Affiliate has effectively stopped its activities as an Affiliate for two continuous years, The Company shall be released from the partnership with the Affiliate.
  3. If any of the following are found to be true for The Affiliate, shall be released immediately from its partnership with the Affiliate without notice.
    (1)  When it has violated this agreement, and in spite of specifying a reasonable period of time to correct this violation, it does not correct it within that period of time.
    (2)  When it has written or endorsed even one bad check or promissory note.
    (3)  When subjected to a disposition for failure to pay taxes and dues
    (4)  When subjected to a seizure, or other attachment, provisional seizure, or provisional disposition
    (5)  When it petitions for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, corporate arrangement proceedings or special liquidation proceedings, or when such petitions have been made against it.
    (6)  When it has a made a resolution to dissolve The Company.
    (7)  When subjected to rescission of permission to do business or suspension of business by a regulatory agency.
    (8)  The state of property deteriorates, or when there is reasonable grounds to fear that it has.
  4. The Company can, by notifying The Affiliate in a manner specified by The Company, cancel The Affiliate’s partnership as an Affiliate. Also, The Affiliate shall acknowledge that its partnership as an Affiliate may be cancelled without prior notice from The Company.
  5. If based on the preceding paragraph, The Company has been released either in full or in part from its partnership with the Affiliate, then The Affiliate shall naturally lose the benefit of deadlines on all of its liabilities (this not limited to liabilities arising from this agreement) to the other party, and shall immediately pay the full amount of its debt in cash to The Company.
Article 16 (Measures to be taken at the end of the contract)
  1. If this agreement is terminated by expiration or contract termination, The Affiliate shall comply with the following matters.
    (1)  It cannot sell the service to any end users.
    (2)  Use of trademarks licensed from The Company shall be cancelled, and no display shall be made which could lead someone to believe that this agreement is still in effect.
    (3)  Any of the service undelivered to the end user, sales tools that were used in sales activities, materials, and all other material that has been provided by The Company shall be returned.
  2. The Affiliate shall return to The Company any materials that have confidential information that has been presented from The Company as part of this agreement.
  3. If this agreement is terminated or canceled, in regards to the end-user agreement the concluded between The Affiliate and the end user, if the end user has already paid fees, then The Affiliate may continue to provide service to the end user equivalent to the fees paid.
  4. Even after termination or cancellation of this agreement and individual contracts, The Affiliate shall fulfill its obligations.
Article 17 (compensation for damages)
  1. If The Affiliate has inflicted damages on The Company, it shall compensate The Company for those damages.
  2. If The Affiliate violates this agreement or loses its status as an Affiliate by violating this agreement, The Company may confiscate any unpaid commission as penalty, or simply refuse to pay. Also in this case, The Company can claim the following from The Affiliate at any time: (1) already paid commission and the same amount of penalty, etc., (2) the transportation expenses, labor costs, and other costs required for the investigation in the previous section, (3) all fees incurred if litigation is made in a court of law (including lawyer fees)
  3. If The Affiliate has canceled the contract with The Company, and regardless of the cause, neither The Affiliate nor any of its affiliates, shall be able to claim any damages against The Company.
Article 18 (prohibition of rights and obligations transfer)
  • The Affiliate may not transfer or pledge as collateral to third parties all or part of the rights and obligations under this Agreement without obtaining the prior consent of The Company in writing.
Article 19 (Force Majeure Disclaimer)
  • None of the parties shall be liable for delay or failure to perform obligations in the case of a default by reason beyond the reasonable control of the parties, including but not limited to natural disasters, inaction of authorities, fire, strikes, floods, epidemics, riots, act of war, etc.
Article 20 (Governing Law)
  • This agreement shall be interpreted by the laws of Japan.
Article 21 (Consultation)
  • If there is any doubt between The Company and The Affiliate in relation to performance of this agreement or individual contracts, The Company and The Affiliate shall work in good faith to resolve this by discussion.
Article 22 (Court of competent jurisdiction)
  • If a solution cannot be reached by discussion, Tokyo District Court shall have the exclusive jurisdiction of the first instance over all disputes.
Article 23 (Change of terms)
  1. This agreement shall be changed appropriately according to the judgement of The Company, and The Affiliate shall have agreed to these changes.
  2. If The Company has changed the Terms of Use, etc., it is assumed that these changes will be well-known on the website of the service, and no individual notification will be made.
End of document
Date of enactment:January 1st, 2011
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