Article 1 Introduction
This agreement, made by Revolver, Inc. (henceforth referred to as 'our company') is in accordance with the aforementioned service outlined in article 2 paragraph 1 (henceforth referred to as 'our service') on our website ("http://revolver.jp", as well as our application, henceforth referred to as 'our website') and applies to all users who participate in our online community (henceforth referred to as ‘the customer').
Article 2 (Provision of Our Service)
1. Our service is the provision for the use of the private social network system service "Revolver", as well as the use of Revolver's administration tool, "Revolver Manager".
2. By agreeing with the terms of agreement, and applying for the use of our service (henceforth referred to as 'application of use') through the online or offline method indicated by our company, the customer may use our service.
3. By using our services, the customer agrees to the terms stated in this agreement.
Article 3 (Details of our Service)
1. Our service consists of three types of services: our free service, BASIC, and our paid services, PRO and ENTERPRISE (these three services will henceforth be referred to as 'general services').
2. Any customer who uses our service has access to Revolver Manager, our online administration tool.
3. under our general services, paying a fee provides access to options (henceforth referred to as 'options service') available within our paid services (PRO and ENTERPRISE).
4. The account billing system our company provides the customer with is called "Revolver Wallet".
Article 4 (Requirements for the Use of our Service)
1. For customers using our services for personal use, users of our BASIC service are required to be over 13 years of age when applying.
2. Users of our PRO service are required to be over 18 years of age when applying.
3. Our ENTERPRISE service is limited to corporate bodies and will not be provided to individuals. Our ENTERPRISE service cannot be applied for online.
Article 5 (ID and Password Management)
1. Once the customer has agreed to the terms of this agreement, we will promptly create an account for them in our service's system using the ID and password the customer has registered.
2. Based on the preceding paragraph, the customer is individually responsible for the management of their ID and password, the periodic changing of their password, and taking steps to prevent ID and password fraud.
3. Our company is not responsible for any damages not originating from our company that may occur while using our service (e.g. unauthorized use of a customer's ID and/or password by a third party, etc.).
4. A customer's ID and password is meant for the customer's individual use. A customer may not provide their ID or password to a third party without consent from our company.
Article 6 (Data Management)
The handling of information resulting from the use of our service is stored on a server managed by our company for the purpose of analyzing end-user trends and the effectiveness of advertising (henceforth referred to as 'efficacy data') is as follows:
(1) Our company can use for statistical data any information obtained from efficacy data that does not specify or indicate the customer.
(2) The periodical backing up of efficacy data is done at the customer's own risk.
(3) Upon the termination of a contract formed under this agreement, our company may delete the customer's efficacy data.
Article 7 (Basic Usage Fee and Method of Payment)
1. Our service is offered for free. However, customers using our PRO and ENTERPRISE services are required to pay remuneration to our company (henceforth referred to as 'usage fees for our service') via a payment method specified by our company.
2. In regards to payment method, customers will register with our Revolver Wallet system and use the same system to conduct payments. However, customers of our ENTERPRISE service wishing to settle their account via invoice may negotiate the payment method. In this case however, it must be understood that our company will need to conduct an examination.
3. The usage fees for the PRO and ENTERPRISE options services can be found on our website.
4. Should the customer fail to make the payments described in this agreement by the designated payment date, an annual interest of 14.6% will be applied to the payment from the day after the designated payment date to the day before actual payment as damages for delayed payment, which the customer will be required to pay for via a method before a deadline specified by our company. In addition, should the provision of our services to a customer begin during the middle of the month, the customer will still be required to pay for the entire monthly expenses for said month.
Article 8 (Provision of Premium Channel)
1. Should the customer wish and with an additional surcharge, we can set-up a content distribution service within the customer's community, 'Premium Channel’. Premium Channel is a service in which images, text, videos etc., are sold to users within the community (henceforth referred to as the 'end-user') and money from the sales is collected by our company on behalf of the customer.
2. When using Premium Channel, the end-user will be required to purchase a ticket in order to read or download the customer's published content on our website. This means that the end-user will also be required to register on Revolver Wallet.
The setting for the cost the content is to be determined by the customer.
3. The customer shall pay remuneration for the use of Premium Channel (henceforth referred to as 'Premium Channel usage fees') plus consumption tax through 'Revolver Wallet' using the calculation method below:
[Calculation Method] total sum of sales excluding tax ×30%
4. The Premium Channel usage fees are comprised entirely of the expenses resulting from the use of Premium Channel (i.e. administration fees for sales and payment intermediation, uncollected money and other actual expenses) and, regardless of the circumstances, the customer will not incur any other payments to our company outside of the Premium Channel usage fees.
5.For the payment of the Premium Channel usage fees, our company uses the sales money collected from the end-user using 'Revolver Wallet' to offset the claw back financial obligations concerning the customer and the right to claim Premium Channel usage fees determined in the preceding paragraph with the corresponding amount, receiving payment for the Premium Channel usage fees from the using the remaining money (incl. consumer tax) transferred to the customer (calculated using the payment method below, and henceforth referred to as 'customer earnings').[Calculation Method] total sum of sales excluding tax × (100% - 30%)
6. In regards to customer earnings, with the end of every month as a deadline and within one day, our company will calculate the total sum of sales excluding tax and display the calculated amount on Revolver Manager. Once the customer has inspected the calculated amount and confirmed that they are able to claim the earnings on Revolver Manager, should there not be any problems, the customer may claim the earnings within the first 10 days of the month following the deadline. After our company has confirmed the amount due, we will pay the customer their earnings within the first 10 days of the month following the deadline. However, should the estimated amount be less than 10,000 yen, the customer earnings will be carried over to the following month. Should the earnings be less than 10,000 yen upon the payment period corresponding to the day the contract was terminated, we will calculate and pay the exact amount due to the customer. However, in said case, the handling charge for the payment will be the responsibility of the customer.
Article 9 (Guarantee and Content Copyrights)
1. It is the responsibility of the customer to guarantee that their content does not infringe on a third party's copyrights.
2. The entire copyrights for any content belong to the customer or the third party which the customer has received consent of use from.
3. Should there be any problems arising from flaws or mistakes within the customer's content, we will act in our company's best interest.
Article 10 (Prohibited Acts)
The customer must not deal in any of the following products using our service:
(1) products that oppose public order or morals;
(2) products that violate the Swords and Firearms Control Law, the Narcotics Control Law, the Washington convention, Pharmaceutical Affairs Law, or any other laws;
(3) products that infringe or risk infringement of the copyrights, rights to usage of one's likeness, intellectual property rights, etc. of a third party;
(4) gift certificates, prepaid cards, revenue stamps, card stamps, voucher books, stocks and bonds, etc. (however, Softbank Payment Service Corp. and any account payment companies specified by our company are exempt from these restrictions.);
(5) any other product that we deem inappropriate.
Article 11 (Interruption of Service)
1. The customer shall consent to the interruption of their access to parts or all of our service under any of the following situations, or should our company decide that there is a possibility of these situations occurring:
(1) when inspection, maintenance or data updates are required for our servers, software, etc.
(2) when equipment breaks down due to unforeseeable circumstances;
(3) when a telecommunications worker has suspended their company's service to us, making us unable to provide our service.
2. Should the customer's access to our service be interrupted, we will notify them of which of the above situations are the cause, and the expected length of inactivity. However, if the interruption is caused by unforeseeable circumstances, we will only be able to notify the customer after the matter has been resolved.
Article 12 (Suspension of Service)
Should we decide that the customer is engaging in any of the activities mentioned in article 15 paragraph 1, we will suspend parts or all of the customer's access to our service without any notification.
Article 13 (Termination of Service)
1. Our company holds the right to terminate parts or all of our service.
2. Should we decide to terminate all or parts of our service, we will accordingly inform the customer at least three months before termination.
3. The service usage fees will be calculated according to the time of termination.
Article 14 (Intellectual Property Rights)
1. Copyrights, industrial property rights, intellectual property rights, and any other rights concerning our service belong either to us or to the third parties who have consented their license to us, and do not belong to the customer. The customer may not use our company name, trademark or logo without our consent.
2. The customer may not reproduce, alter, reverse engineer, reverse compile or reverse assemble our software, etc., or conduct any other acts that infringe on the intellectual property of our service.
Article 15 (Termination and Cancellation of Contract)
1. Should any of the following terms apply to either the customer or our company, the other party has the right to cancel all or parts of the contract through notification and is not required to inform the other party of the reason. Furthermore, should the contract be cancelled, the guilty party must forfeit all benefits for the period and settle any debts due to the other party.
(1) being declared for provisional disposition, provisional seizure, auction sale, or a disposition for the failure to pay;
(2) being declared commencement of the Civil Rehabilitation Law, the Corporate Rehabilitation Law, bankruptcy, liquidation, special mediation, or any other legal processes;
(3) the ordering of the suspension or termination of business by the relevant authorities;
(4) the decision to terminate business or declare bankruptcy (with the exception of merging);
(5) the drafting or a promissory note, the inability to claim a check, or any other occurrence of ceased payment;
(6) the considerable deterioration of assets which may be deemed to prevent the fulfillment of the contract;
(7) the occurrence of natural disasters or any other acts of God that may prevent the fulfillment of the contract;
(8) the failure to correct any infringements of the terms in the contract or application of use within a reasonable period after notification;
(9) the confirmation of being an anti-social influence or being linked to a confirmed anti-social influence or nuisance to society;
(10) the committing of acts that violate the law;
(11) the committing of prohibited matters stated on any separate document by our company, or should we judge it necessary.
2. Excluding any of the circumstances mentioned in the preceding paragraph, upon paying for the usage fees for the remaining period of our service stated in the contract and sending the completed request form for the termination of the contract indicated by our company, the contract can be cancelled on the last day of the following month from when our company receives the request form.
Article 16 (Disclaimer)
Our company is not responsible for any damage that the use of our service causes to the customer or a third party. However, this does not include damage caused by our company through intent or gross negligence.
Article 17 (Confidentiality)
1. Except for circumstances agreed upon by our company, neither the customer nor our company may disclose any confidential information to a third party when not for the purpose of upholding the contract.
2. Disregarding provisions mentioned in the preceding paragraph, the following items are not considered confidential information:
(1) information disclosed to a third party with the prior written consent of the relevant party/parties;
(2) information that is already public knowledge;
(3) information that became public knowledge after it was received;
(4) information that was obtained legally by the recipient;
3.Disregarding the regulations in the preceding two paragraphs, should the law, a court or a government agency legally order or request it of the customer or our company, they may reveal confidential information concerning the other party. However, the other party must be informed of the order or request promptly.
4. These regulations remain for a period of three years after the contract has been terminated.
Article 18 (Compensation for Damages)
Should the customer violate this agreement and cause damage to our company, the customer must compensate our company for the entire damage and/or expenses (including lost profit and legal fees).
Article 19 (Restricted Assignability of Rights and Duties)
The customer may not transfer, lease or mortgage the obligations within the contract to a third party without written approval from our company. However, this does not apply to circumstances due to a change of organization or any other reasonable causes, the customer's parent company, subsidiary company, or the customer's parent company's subsidiary company taking control of the contract, or undertaking or receiving the transferal of all or some of the obligations within the contract.
Article 20 (Period of Use)
1. The minimum period of use for our service is 30 days. The period of use will be automatically renewed except for when our service has been stopped by either the customer or our company.
2. However, the validity period for customers using a premium account is 356 days. Should this be inconsistent with an agreement in the application of use, the description in the application of use takes precedence.
3. The terms in the preceding paragraph notwithstanding, should the customer fail to renew their premium account the day before its expiry via our online application, the use of our service will be automatically stopped within 30 days and all of the account's content and data will be immediately deleted from the server. We are not responsible for any damages caused to the customer through the deletion of their content.
Article 21 (Governing Law)
In the unlikely event of a dispute regarding our service, the customer and end-user shall resolve the dispute based on Japanese law, not their respective countries or where they use our service. Even in the case of the agreement being translated into another language besides Japanese, the Japanese content stated in the Japanese version of the agreement shall take precedence and all circumstances shall be based on Japanese law.
Article 22 (Jurisdictional Court)
The first hearing of any disputes concerning our service is exclusively in the jurisdiction of Tokyo District Court.
Article 23 (Agenda)
Should there be any doubts about the terms in this agreement or no mention of a specific matter, the customer and our company shall mutually discuss a solution in good faith.
1 This agreement is in effect as of October 31st, 2013.
2 This agreement still applies to the actions carried out by the customer before this agreement is in effect.
End of Section
Prohibitions Stated on the Use of Revolver Community Annex
1. The customer shall ensure that any personally affiliated companies (described in article 8, paragraph 8) do not conduct any of the following actions or show any likelihood of conducting these actions:
(1) violate any laws;
(2) fraud or any other actions that may be related to or considered illegal;
(3) infringing upon the intellectual property rights of our company or a third party's copyrights, trademark, etc.;
(4) infringing upon a third party's rights to usage of one's likeness or privacy;
(5) hindering the equipment of our company or a third party, equipment required for the supplying of our service or its use, operation or maintenance;
(6) posing as a third party for the use of our service, or the transmission and/or displaying of data;
(7) altering or deleting any information used in our service or its content;
(8) forcing a third party to use our service, excluding when our company and the customer have a special agreement;
(9) discriminating against or slandering a third party or damaging its integrity;
(10) transmitting or publishing videos, images or documents considered child pornography, child abuse, or any other obscenities that are a violation of Japanese law;
(11) establishing a pyramid scheme or inviting others to it;
(12) the transmission or publication of a virus or any other harmful computer program;
(13) sending an advertisement or solicitation e-mail, e-mail that is a nuisance, or e-mail that may resemble any of these (spam mail) to a third party;
(14) developing or selling a system that resembles or is identical to our service or its functions;
(15) any other action that disadvantages our company or a third party.
2. The customer is required to notify our company at once should any of the terms in the preceding paragraph be applicable to them.
3. Should the customer break any of the terms in paragraph 1, or display any likelihood of breaking the terms, our company holds the right to temporarily suspend all or parts of the customer's access to our service and delete any information concerning the terms in paragraph 1 without any notification.