This Use Policy (hereinafter referred to as the "Policy") concerning the use of PhotoReco services operated by Exrant Inc. (hereinafter referred to as the "Company") (hereinafter referred to as the "Services") shall be applied to a user who agrees with the Company on this Policy (hereinafter referred to as "the Agreement") .
Part 1 General Provisions
Article 1- Definition
In this Policy, the following terms used shall have the following meanings:
The“Contents”shall mean prints of photographs, digital images, and other products (including, without limitation, panels, albums, postcards, posters by using prints, digital pictures, etc. (hereinafter referred to as "Photo Goods") that the Customer sells or provides to Users by using the Services (including related Contents, etc. added or furnished).
The Services shall mean“PhotoReco”operated by the Company, including (Including related Services, etc. added or furnished).
・Service of sale of Contents or Service of provision of information;
・Service of the introduction pages of Customer's information set up by the Customer itself (hereinafter referred to as "PhotoReco")
“Customer” shall mean a corporation or an individual business operator who sells or provides Contents by using the Services. If a minor applies for the registration of use of the Services, he/she shall require consent of a legal representative (such as a person in parental authority). A minor must use the Services with prior consent of a legal representative. When a minor has agreed to this Use Contract and applied for the registration of use of the Services, the Company may deem that he/she has obtained consent of a legal representative.
“User” shall mean a client of the Customer.
The“Site”shall mean the websites where the Services are provided, which are operated by the Company.
(6)Sales System Use Fee
“Sales System Use Fee” shall mean a fee paid by the Customer to the Company when the Customer has sold Contents to Users.
“Total Sales”(Tax included) shall mean accumulated sums of the prices of Contents sold by the Customer to Users
(including Administrative fee, delivery charges)
Equals 4% of the total sales.
(9)Taking of Entry Photo
“Taking of Entry Photo” shall mean taking of photos related to auditions operated by the Company.
“Collaborative Studio” shall mean a studio with whom the Customer separately concluded a contract to establish business collaboration with the Company.
Article 2- Amendment of Use Contract
1.The Company may at its discretion amend the content of the Policy without notice.
2.In the case of the preceding paragraph, the Company will promptly post the amended Policy on the Sites and notify User of the amendment of the Policy on the Sites.
3.When User has used the Sites without an opposition after the notification under the preceding paragraph, User shall be deemed to have agreed to the amendment of the Policy.
Article 3- Application for Services
The Customer shall apply for the Services by consenting to this Use Contract and filling out an application form specified on the Site.
Part 2 Service of Sale of Contents
Article 4- Use of Service of Sale of Contents
The Customer may sell Contents by using the Services.
Article 5- Fees, etc.
1.When the Customer has sold Contents to Users by using the Services, the Customer shall pay Sales System Use Fee.
2.The sale system use fee under the preceding paragraph, shall be 15% of the total sales, and the amount by deducting from the remaining 85% the settlement fee, print cost, photo goods cost and delivery charge shall be paid to the Customer.
The sales system use fee when settled in US$ shall be different from the one settled in Japanese Yen.
3.When prints are sold and photo goods are sold, respective costs shall be charged (Addressees of delivery of prints sold shall be within Japan.
Costs of goods sold and minimum selling prices may be confirmed in the Use Contract after the login.
4.The Customer shall implement, in advance, necessary processing of any and all rights (including, without limitation, copyright, moral right, right of portrait, right of privacy, right of publicity) pertaining to Contents that the Customer sells by using the Services.
5.If, after a User finished its settlement, the Customer makes a request for cancellation of said settlement to the Company, the following expenses (cancellation charges) shall be charged to the Customer:
(1)For purchase of data: 1,000 yen per purchase
(2)For purchase of prints: expense for Item (1) + print cost + delivery charges
(3)For purchase of photo goods: cost for each of goods + 1,000 yen per item + delivery charge
Cancellation of any settlement shall be made within 30 days from the date of said settlement.
6.If there is a serious problem in goods and a request for exchange is made by User within one week from the arrival of goods, the Company will make re-delivery of goods. Expenses required for the re-delivery (print cost, photo goods cost and delivery charge) shall be borne by the Company, if the Company is responsible for the problem, and, by the Customer, if the Customer is responsible therefor.
7.The fee structure above is applied only internal Japan. If the customer is located in out side of Japan, please contact with our official sales agency or PhotoReco customer support.
Article 6- Payment Method, and Confirmation of Claims and Obligations
1.The Company shall, as of the end of each month, close the prices of Contents purchased by Users and, by the last day of the following month, pay, by wire transfer to the bank account designated by the Customer, an amount derived from total sales by deducting, from the prices of Contents purchased, Sales System Use Fee, Settlement Charge, print cost and delivery charges. However, if the amount wire-transferred is less than 1,000 yen (when settled in US$, less than 10,000 yen), said amount shall be paid with the addition of the amount to be paid in the following month, and the same shall apply in the subsequent months. Bank transfer charges required for wire transfer shall be borne by the Customer.
2.Notwithstanding the preceding paragraph, even if the amount wire-transferred to the Customer is less than 1,000 yen (when settled in US$, less than 10,000 yen) and if no further sale is anticipated or expected, the Company may pay the amount upon submission by the Customer of a sales proceeds settlement application to the Company; provided, however, that the Customer hereby agrees that if the wire-transferred amount is less than bank transfer charges borne by the Customer, the Company may not implement the above payment.
3.Notwithstanding the preceding paragraph, if a situation where the amount wire-transferred to the Customer is less than 1,000 yen (when settled in US$, less than 10,000 yen) has continued for 3 or more years, and in the cases falling under Article 19 (Cancellation), obligations payable by the Company to the Customer shall be extinguished, and the Customer hereby agrees in advance that claims of the Customer towards the Company are extinguished.
4. The Company may not make remittance to the bank account designated by the Customer in the cases set forth in each of the items below with regard to Paragraph 1 through Paragraph 3 of this article.
(1) when an insecurity of social conditions and regulation under the foreign exchanged related law has occurred
(2) when settlement by using the bank designated by the Company can not be conducted due to a reason other than the Company’s reason
However, when the situation under Item (1) and Item (2) above has been solved, remittance shall be carried out. If remittance has not been completed due to an error in the name of the account holder, account number, etc. designated by the Customer and when bank charges due to remittance after the solution of the error have newly occurred, the Customer shall bear such bank charges.
Part 3 Free Downloading Service
Article 7- Use of Free Downloading Service
1.The Company will provide the Customer with the website where Users access Contents photographed by the Customer and with the administration screens for use of such websites (the Customer who has not taken the procedure for conclusion of a use contract may not use this Service).
2.The Customer may edit the websites by using the administration screens.
3.The Customer may cancel this contract with not less than one month prior written notice of cancellation to the Company.
Article 8- Fee and Payment
1.For free downloading functions, the monthly use fees specified in the use contract shall be paid.
2.The Customer shall pay the monthly use fee set forth in the preceding paragraph for each of the contract stores, by account transfer, by using “Mizuho Factor” with whom the Company establishes collaboration (no account transfer charge shall be incurred).
Part 4 Audition Collaboration Service
Article 9- Audition Collaboration Service
1.Audition collaboration service shall be provided only for the collaborative studios (the Customer who has not taken the procedure for conclusion of a collaboration contract may not use this service).
2.The Company will, through the Site, provide Users with information concerning auditions sponsored by the Company.
3.The collaborative studios shall take entry photographs for the participation by Users in the auditions, as assigned by the Company; provided, however, that the Company will not make any warranty for assignment of taking of entry photographs to the collaborative studios.
4.Fees for the service under the preceding paragraph shall be separately payable, at the time of holding of auditions, in accordance with the rules and the application form stipulated by the Company.
Reservation System Provision Service
Part 5 Service of Provision of Photo Studio Information, Reservation System Provision Service
Article 10- Photo Studio Information Provision Service
1.The Company will provide the Customer with the website where Users access the Customer’s studio information (including cameraman information) and with the administration screens for edition of such websites (the Customer who has not taken the procedure for conclusion of a use contract may not use this service).
2.The Customer may edit the websites by using the administration screens.
3.The Customer may cancel this contract with not less than one month prior written notice of cancellation to the Company.
Article 11- Reservation System Provision Service
The Company will provide the Customer with the reservation system (the Customer who has not taken the procedure for conclusion of a use contract may not use this service).
Article 12- Fee and Payment
1.For the studio information provision service and the reservation system provision service, the monthly use fees specified in the use contracts shall be payable.
2.The Customer shall pay, by account transfer, the monthly fee set forth in the preceding paragraph for each of the contract stores by using “Mizuho Factor” with whom the Company establishes collaboration (no account transfer charge shall be incurred).
Part 6 General Provision
Article 13- No Warranty
1.The Company will not warrant that the Customer gains profit by using the Services.
2.The Company will not warrant that the Services conform to the purpose of the Customer.
3.The Company will not make any warranty whatsoever for matters not expressly indicated in this Use Contract.
4.The Company will not warrant that Contents are not reproduced and transmitted to the public by use of the Services by Users.
Article 14- Prohibited Act
1.The Company prohibits the following acts by User:
(1)Act that infringes or may potential infringe any right of the Company or Users and a third party; (including, without limitation, copyright, moral right, right of honor, right of portrait, right of privacy, right of publicity, etc.)
(2)Act of making reproduction, transmission to the public, reprinting, or copying of the contents of the Services without prior consent of the Company
(3)Act of disclosing or divulging the contents of the Services to a third party
(4)Criminal act or act of encouraging criminal act;
(5)Act in violation of a law or against public order and moral;
(6) Act of publishing/selling adult porno/child porno or similar contents or publishing/ selling photos which the Company determines are classified into the adult porno/child porno category;
(7) Act of placing a burden on data transfer/server which the Company determines will likely disturb management of the Service;(Including act of writing harmful programs and/or scripts, such as computer virus, etc.)
(8) Act of directly/indirectly providing any interests to antisocial forces in connection with the Service;
(9) Act of violating any laws of Japan or any other country and region where the member is located;
(10) Act of loaning or allowing the use of the ID/password to any other person;
(11) Act of writing false information on the information posted by using the Service. The Company shall not assume any liability for any damages resulting from such act (ordinary damages, special damages, direct damages, indirect damages, lost profit, etc.) incurred by Customers, Users and other third parties;
(12) Act of installing banners for obtaining advertising revenue (including, without limitation, affiliate programs, etc.) by using the Service;
(13) Act of posting information related to inducement of pyramid sales (pyramid sales scheme), "paid to read email", and other network businesses (multi-level selling scheme, money game, etc.) as well as posting any other information similar thereto;
(14) Act of posting information for sale, purchase or exchange of goods and services, both for commercial and no-commercial purposes, other than the ones approved by the Company, (including advertising, notification and inducement of such goods and services);
2. If you do any prohibited act involved in any of the events stated in the preceding paragraph or which appears to be involved in any of such events, the Company may restrict or suspend your use of the Service without giving any notification.
3. Even if any person other than you uses the Service using your ID/password, it shall be deemed that you use the Service.
4. To properly manage the Service provided by the Company, the Company may delete your Contents and PhotoReco pages used in the Service without giving any prior notice to you in any of the following cases:
(1) If the Company determines that you are involved in or are likely to be involved in any of the prohibited acts in this Article;
(2) In addition to the case in (1) above, if the Company determines from the aspect of management of the Service that the Contents and PhotoReco pages should be deleted.
5. If the Company deletes any Contents and PhotoReco pages used in the Service, the Company shall have no obligation to disclose the reason of such deletion to you, and shall not be liable for any damage incurred by you due to measures taken by the Company.
6. The Company may monitor whether there is any act or wrongdoing which violates the Rules with respect to Contents and PhotoReco pages published/sold by you, in some cases.
Article 15- Ownership of Right
1.Any and all rights including copyrights, etc. pertaining to the Services and the Contents (including the rights under Article 27 and Article 28 of the Copyright Act) shall belong to the Company,
2. Copyrights and other intellectual property rights to Contents, etc. photographed (Including PhotoReco pages) by the Customer shall belong to the Customer,
Article 16- Handling of Personal Information
1.The Company and the Customer shall comply with the Personal Information Protection Act. The Customer shall, on its own responsibility and at its own cost, manage personal information acquired through the Services and shall assume sole responsibility for claims, requests, etc. from Users which arise out of leakage, loss, etc. of personal information, and the Customer hereby confirms in advance that the Customer may not make any claim, request, etc. against the Company.
2.Notwithstanding the preceding paragraph, should the Company incur expenses for settlement of a claim, request, etc. from Users or any other third party, the Company may claim against the Customer compensation for the full amount of such expenses (including attorney’s fee).
3.The Customer hereby agrees that the Company may collect and use personal information of the Customer for the following purposes:
(1)To use personal information of the Customer to deliver an email about introduction of services, change of specifications of services, amendment to this Use Contract, etc.;
(2)To prepare statistical documents based on information obtained by the Company;
(3)To deliver the Customer information on goods and services of collaborative companies of the Company;
(4)To use personal information of the Customer to respond to inquiries from the Customer
4.The Customer hereby agrees that the Company may entrust the management of all or a part of personal information to a third party.
5.The Company will not disclose or provide personal information of the Customer to anyone other than the third party under the preceding paragraph, without consent of the Customer himself/herself, in the cases falling under each of the items of Paragraph 1 of Article 23 of the Act Concerning the Protection of Personal Information, or in cases where disclosure of personal information is requested by the court, the police, or any other public agency.
Article 17- Exemptions
The Customer shall use all the Services on its own responsibility. Should the Customer incur disadvantages or damages from the use of the Services, the Company will not assume any liability for such disadvantages or damages. Furthermore, the Company will not assume any liability whatsoever for occurrence of any of the conditions below:
(1)Losses and damages caused by the termination, cancellation, interruption, discontinuation, suspension of use of the Services;
(2)Damages caused by loss, destruction or leakage of information stored, or losses and damages caused in relation to storage of information;
(3)The Customer shall, on its own responsibility and at its own cost, settle any dispute arising from infringement by the Customer of rights of Users, secondary users and other third parties. If the Company paid attorney’s fees, court costs, etc. in connection with the dispute, the Customer shall bear all such fees and costs.
(4)If the Company was not able to perform the obligations set forth in this Use Contract due to a fire, earthquake, natural disaster, etc., the Company will be relieved of any liability including the liability for failure of performance of obligations, tort, etc.
(5)If the Services are interrupted due to network construction work, failure or trouble of lines, or non-operation, disorder or failure of systems, or power failure, etc., the Company will be relieved of any liability including the liability for failure of performance of obligations, tort, etc.
(6)Should losses occur to the Customer, Users and other third parties when they make “downloading” by using the Services (including loss, etc. of data unsaved after the downloading), the Company will not make any compensation whatsoever; provided, however, that this shall not apply to cases where such losses occur to the Customer, etc. due to a cause attributable to the Company.
(7)Should the Customer, Users and other third parties incur damages as a result of the use of the Services, the Company will not assume the liability to compensate for such damages.
Article 18- Temporary Suspension of the Services
1.The Company may, in the cases falling under any of the items below, suspend the provision of all or a part of the Services to the Customer
(1)When maintenance, inspection, etc. of hardware, software, etc. required for the provision of the Services is conducted regularly or urgently;
(2)When failure, trouble, defect, etc. of the facilities (hardware, software) required for the provision of the Services occurred;
(3)When the Services received a computer virus attack;
(4) When the Services are accessed improperly or when necessary for criminal investigations;
(5) When the provision of the Services is difficult due to a fire, earthquake, power failure, or any other force majeure event; or
(6) When any other reasonable cause due to which the Services cannot be provided occurred.
2. The Company will not assume any liability to User or any other third party arising out of or in relation to Paragraph 1 of this Article.
The Customer shall make an inquiry about the Services by sending an email to the following address.
PhotoReco Customer Support.
Article 20- Amendment and Termination of Services
1.The Company may terminate the Services, by giving a not less than 60 days’ notice on the Site, upon the lapse of such notice period.
2.The Company may amend the Services, by giving a not less than 14 days’ notice on the Site, upon the lapse of such notice period.; provided, however, that the Company may make amendment which may not cause disadvantage to the Customer, without notice to the Customer.
3.When the Company has obligations payable to the Customer at the termination of the Services, the Company shall close such obligations as of the last day of the month of the termination of the Services, and by the last day of the month after next, pay, by wire transfer to the bank account designated by the Customer, the amount calculated by deducting from such obligations the System Use Fee, Administrative fee, print cost, photo goods cost, and delivery charges. Bank transfer charges shall be borne by the Customer. The Customer hereby agrees that if the wire-transferred amount is less than the bank transfer charges borne by the Customer, the Company many not implement the above payment.
Article 21- Removal of Data
The Company may, upon termination of this Use Contract or the Services or in case that 6 months have passed after termination of the sales period for the Contents, remove any and all data registered or provided by the Customer or Users for use of the Services.
Article 22- Confidentiality
1.The Company and the Customer shall, during the term and after the termination of this Use Contract, manage with the duty of due care of a prudent manager, and without the prior written consent of the other party, not disclose or divulge to a third party, engineering or business information held or managed by the other party that the Company and the Customer have come to know under this Use Contract and that is expressly indicated in writing as confidential at the time of disclosure (hereinafter referred to as "Confidential Information"). Furthermore, the Company and the Customer shall use Confidential Information only within a necessary scope for the purpose of this Use Contract and not use Confidential Information for any other purpose whatsoever; provided, however, that this shall not apply to information which can be proved to fall under any of the items below (hereinafter, the party who discloses Confidential Information shall be referred to as “Disclosing Party”, and the party who receives Confidential Information shall be referred to as “Receiving Party”);
(1)Information which is in the public domain at the time of acquisition of Confidential Information;
(2)Information which enters the public domain through no fault of the Receiving Party after the acquisition of Confidential Information;
(3)Information which the Receiving Party has already acquired at the time of acquisition of Confidential Information;
(4)Information which the Receiving Party has independently developed without reference to Confidential Information after the acquisition of Confidential Information;
(5)Information which the Receiving Party lawfully acquires from an entitled third party without any confidentiality obligation after the acquisition of Confidential Information;
(6)Information which is designated by the Disclosing Party as information not deemed as Confidential Information
2.The obligations under the preceding paragraph shall continue in effect after the termination of this Use Contract.
3.Notwithstanding the provision of this article, if the Receiving Party is obliged to disclose Confidential Information under the provisions of applicable laws and has notified the Disclosing Patty to that effect in advance, the Receiving Party may be relieved of the obligations set forth in the preceding paragraph, within a necessary scope for the performance of the obligations provided for in such applicable laws.
Article 23- Elimination of Anti-social Forces
1.The Company and the Customer shall warrant that the Company and the Customer do not fall under any of the matters set forth below:
(1)The Company and the Customer are anti-social forces (a group or an individual seeking economic profits by using violence, force or fraudulent means of an organized crime group, organized crime group related corporation, sokaiya racketeer group, etc., or an organized crime group related person specified by the Tokyo Metropolitan Ordinance for Eliminating the Organized Crime Groups; hereinafter the same applies).
(2)The Company and the Customer have connection with Anti-social Forces under which it is deemed that Anti-social Forces are effectively involved in the management;
(3)The Company and the Customer have connection with Anti-social Forces under which it is deemed that the Company and the Customer know about information which encourages activities of Anti-social Forces or contributes to the operation of Anti-social Forces, and provide funds to Anti-social Forces;
(4)The Company and the Customer have connection with Anti-social Forces under which it is deemed that the Company and the Customer unjustifiably utilize the force of Anti-social Forces for the purpose of seeking unjust profits for themselves or a third party or inflicting damage on a third party;
(5)The Company and the Customer have connection with Anti-social Forces in a socially reprehensible way
2.The Company and the Customer may immediately cancel this Use Contract, in whole or in part, without notice, if the other party violates the preceding paragraph, and may claim damages incurred by themselves against the other party.
Article 24- Liability for Damages
When the Customer incurs damages due to a cause attributable to the Company, the Company shall be liable for ordinary damages only, and special damages and lost profits shall be excluded from the liability of the Company; provided, however, that the maximum amount of liability shall, regardless of cause for claim and seriousness of negligence, be up to the fee for use of the Services in the month concerned, and that if the Customer causes damage to the Company due to a cause attributable to the Customer, the Customer shall be liable for all damages resulting from such damage.
Article 25- Termination
The Customer who intends to terminate this Use Contract shall take the procedure by using the inquiry form designated on the Site and selecting “Kind of Inquiry: Application for Termination” and shall also take the procedure for settlement (payment) due to the termination as prescribed in Paragraph 2 of Article 6.
Article 26- Cancellation
1.The Company may cancel the contracts under this Use Contract if the Customer violates the contracts under this Use Contract and, despite a notice requesting correction of the violation by specifying a reasonable period, has not corrected such violation.
2.The Company may cancel the contracts under this Use Contract without notice if the Customer falls under any of the items below:
(1)When a petition for civil provisional remedy proceedings or civil execution proceedings are filed against the Customer due to a failure of performance of obligations by the Customer, or when the Customer becomes subject to a tax delinquency disposition or any other disposition of public power;
(2)When the Customer receives a decision of commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings and special liquidation, or there is a fact of the filing of any such petition;
(3)When a bill or check issued by the Customer is dishonored, or the Customer falls into suspension of payment;
(4)When the financial credibility of the Customer deteriorates due to a cause equivalent to the preceding three items, or there is a good reason to believe that the financial condition of the Customer is likely to deteriorate
3.The Customer hereby agrees in advance that, if the contracts under this Use Contract are cancelled pursuant to this article, obligations payable by the Company to the Customer shall be invalidated, and claims of the Customer to the Company shall be extinguished.
Article 27- Matters to be discussed
Matters bot provided for in this Use Contract and any doubt or ambiguity as to the interpretation of any provision of this Use Contract shall be settled and resolved through good-faith discussion between the Company and the Customer.
Article 28- Non-assignment of Rights and Obligations
The Customer may not transfer or assign any rights or obligations under this Use Contract to a third party.
Article 29- Governing Law
The formation, validity, performance and interpretation of this Agreement shall be governed by the laws of Japan.
Article 30- Agreed Jurisdiction
Any doubt, ambiguity or dispute which may occur between the Company and User will be discussed in good faith between the Company and User. Any doubt, ambiguity or dispute which remains unresolved through such good-faith discussion will be brought to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court.
Date of Enforcement: Jan. 20, 2014
Date of Revision: Aug. 13, 2014
Date of Revision: Feb. 12, 2015
Date of Revision: Apr. 14, 2015
Date of Revision: Jun. 08, 2015
Date of Revision: Jul. 09, 2015
Date of Revision: Jul. 22, 2015
Date of Revision: Nov. 16, 2015
Date of Revision: Dec. 04, 2015
Date of Revision: Feb. 03, 2016
Date of Revision: Feb. 05, 2016
Date of Revision: Jul. 01, 2016
Date of Revision: Aug. 16, 2017