Article 10 Lending of Materials
- Party B shall procure the Materials, etc. under its own costs and responsibility.
- Party A may lend the Materials, etc. for value or gratuitously.
- When using the Materials, etc. provided by Party A, Party B shall:
- Handle the Materials, etc. with care.
- Use them only for VTuber activities.
- Not reproduce or alter the Materials, etc. without prior written consent from Party A.
- Not disclose, transfer, lend, or grant the license to use the Materials, etc. to a third party without prior written consent from Party A.
- Party B shall immediately return the Materials, etc. to Party A or suspend their use upon:
- The VTuber Activities ending.
- The lending term expiring.
- This Agreement ending.
- A request from Party A to return or suspend use.
- (This does not apply if Party A decides not to request a return.)
- In the event of loss, damage, reduction, or quality change of the Materials, etc. due to Party B's intentional act, omission, or negligence, Party B shall compensate Party A for the repair or replacement cost (hereinafter referred to as "Compensation Expenses"). Party A may deduct the Compensation Expenses from the payment to Party B as per Article 4, paragraph 1.
Article 11 Management of the Account Information
If Party A creates the Account, they may provide Party B with the User ID and Password (hereinafter referred to as "Account Information"). Party A may amend and provide the amended Account Information. If Party B creates the Account, they shall provide Party A with the Account Information without delay.
Party B may not:
- Amend the Account Information provided by Party A.
- Amend the Account provided to Party A.
without prior consent from Party A.
Party A may use the Account for Program management purposes. Party B may use the Account within the approved scope.
Party B is responsible for managing the Account Information at their own cost and shall not provide it to third parties. Party A is not liable for any damages resulting from insufficient management, misuse, or use by a third party. Party B shall immediately follow Party A's instructions regarding Account management.
If the Account information is stolen or misused by a third party (including event that Party B has provided the Information of the Account to a third party in violation of this Agreement.) is discovered, Party B shall immediately report such fact to Party A and follow the instructions of Party A.
Party B may not use the Account and may not allow any third party to use it after the end of this Agreement (or after the end of the Individual Agreement if the termination of this Agreement is during the effective period of the Individual Agreement).
Article 12 Ownership of Rights
Party A and Party B confirm that ownership, intellectual property rights, or any other right shall belong to Party A or a third party who has granted Party A a license to use them.
Party B may not perform any act (including disassembling, decompiling, and reverse engineering) that may infringe any legal right of Party A or any third party who has granted Party A a license to use them.
Even if ownership rights, copyrights, or other legal rights arise to Party B in the course of the VTuber Activities, such rights (including the rights prescribed in Article 27 and Article 28 of the Copyright Act) shall be transferred to Party A at the same time as such rights arise.
In the event of the preceding paragraph, even if the rights arising to Party B are reserved to Party B due to an agreement between Party A and Party B or for some other reason, Party A may freely use (including sublicensing to a third party) such rights without paying any compensation for the use of such rights.
Except with Party A's prior written consent, Party B may not exercise, as against Party A or a third party that receives a license from Party A to use such rights, the moral rights of the author pertaining to works prepared or created during the performance of the VTuber Activities.
Except with Party A's prior written consent, Party B may not exercise, as against Party A or a third party that receives a license from Party A to use such rights, the moral rights of the performer.
Except for the Consideration, Party B agrees that any and all profits from the products of the Character (including, but not limited to, the voice of the VTuber recorded as the Character) and any other contents related to the Program, regardless of name, shall belong to Party A.
Article 13 Revenue
Party A shall have the exclusive right to demand and receive from third parties any and all consideration arising from the VTuber Activities of Party B.
Article 14 Warranty against Defects
- If the VTuber Activities involve the preparation of deliverables, Party B hereby warrants that the deliverables are free from defect.
- In the event of the preceding paragraph, if there exists any defect in the deliverables delivered by Party B that could not have been discovered in an ordinary acceptance inspection and inspection, then, during the period of three years after the discovery of such defect, Party A may demand that Party B repair the defective item or deliver a replacement, free of charge.
Article 15 Prohibited Actions
- Party B may not engage in any of the following acts:
(a) Broadcasting, cable broadcasting, or public transmission of the following Images, Etc. using the Video Hosting Services, Social Media, or other means:
(i) Images, Etc. that infringe or may infringe the intellectual property rights, portrait rights, rights of privacy, rights of honor, economic trust, or other rights or interests of Party A, the External Service Provider, or other third parties.
(ii) Images, Etc. related to criminal acts or violation of Public order and morality.
(iii) Obscene or harmful-to-youth Images, Etc.
(iv) Images, Etc. containing child pornography.
(v) Images, Etc. used for the purpose of § (unclear).
(vi) Images, Etc. that induce dangerous behavior such as drinking, drug use, abuse, etc.
(vii) Images, Etc. that induce harassment or bullying of a third party.
(viii) Images, Etc. that contain discriminatory remarks or hate speech.
(ix) Images, Etc. that violate this Agreement, individual agreements, external terms of use, laws and regulations, or the internal rules of the organization to which Party A or VTuber belongs.
(x) Images, Etc. in which the user does not have the right to use and has not obtained permission to use from the right holder.
(xi) Images, Etc. that violate the Public Offices Election Law.
(xii) Images, Etc. that may cause trouble or discomfort to a third party.
(xiii) Images, Etc. in which confidential information of Party A is posted.
(xiv) Images, Etc. in which the location of Party B's residence, place of work, location of facilities managed by Party A, or other inferable information is posted.
(xv) Other Images, Etc. that Party A deems inappropriate.
(b) Infringing the intellectual property rights, portrait rights, rights of privacy, rights of honor, economic trust, or other rights or interests of Party A, the External Service Provider, or any other third parties (including acts that directly or indirectly cause such infringement).
(c) Acts related to criminal acts or violation of Public order and morality.
(d) Sending information that falls under any of the following items:
(i) Information that infringes or may infringe the intellectual property rights, portrait rights, rights of privacy, rights of honor, economic trust, or other rights or interests of Party A, the External Service Provider, or other third parties.
(ii) Information that is related to criminal acts or violation of Public order and morality.
(iii) Information that is obscene or harmful to youth.
(iv) Information that contains child pornography.
(v) Information used for the purpose of sexual intercourse, heterosexual intercourse, dating, etc.
(vi) Information that induces dangerous behavior such as drinking, drug use, abuse, etc.
(vii) Information that induces harassment or bullying of a third party.
(viii) Information that contains discriminatory remarks or hate speech.
(ix) Information that violates this Agreement, individual agreements, external terms of use, laws and regulations, or the internal rules of the organization to which Party A or VTuber belongs.
(x) Information that is in violation of the Public Offices Election Law.
(xi) Information that may cause trouble or discomfort to a third party.
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(12) Other acts that Party A deems inappropriate.
In the event that Party A determines that the Images, Etc. regarding the Social Media Disseminating falls within any items in paragraph 1, item 1, or that it may fall within the same, Party A may delete all or part of the Images, Etc. regarding the Social Media Disseminating without the consent of Party B. The same shall apply to the event that Party A determines that the information sent by Party B falls within any items in paragraph 1, item 2, or that it may fall within the same. Party A shall not be liable for any damages resulting from it.
Party B may not disseminate the information (including but not limited to disseminating by Social Media service) as the Character, and may not disseminate the information regarding the Character after the end of this Agreement (or after the end of the Individual Agreement if the termination of this Agreement is during the effective period of the Individual Agreement).
During the effective term of this Agreement or the Individual Agreement, other than the Distribution of the Contents, Party B may not distribute the Images, Etc. (including but not limited to video distribution in the video hosting services and audio distribution in the audio hosting services) as a distributor of the Images, Etc. (including but not limited to VTuber and any other video distributor) without the prior written consent of Party A.
For a period of six (6) months after the end of this Agreement (or after the end of the Individual Agreement if the end of this Agreement is during the effective period of the Individual Agreement), Party B may not distribute the Images, Etc. (including but not limited to video distribution in the video hosting services and audio distribution in the audio hosting services) as a VTuber for a third party without the prior written consent of the Party A.
If Party A determines that Party B has violated or is likely to violate the provisions of the preceding 2 paragraphs, Party B shall, in response to a request from Party A, answer questions from Party A and submit to Party A materials specified by Party A.
In the event of the preceding paragraph, Party B shall immediately cease the activities in violation of the paragraph 4 in accordance with the instructions of Party A, or follow the restrictions designated by Party A.
During the term of this Agreement (including individual agreements in this section), as well as after the termination of this Agreement, Party B may not disclose to any third party that VTuber including Party B are appearing as the Character without the prior written consent of Party A.
Article 16 Suspending the VTuber Activities, etc.
- In the event that Party B falls under any of the following items, Party A may suspend Party B's participation in the Program without needing prior notice from Party A:
(1) Breach of any provision of this Agreement or the Individual Agreement.
(2) Discovery of a falsehood in the Information provided under Article 7, Paragraph 1.
(3) Conducting or attempting activities in accordance with the Program in a manner or for a purpose that may cause damage to the user, the External Service Providers, or other third parties.
(4) Inability to receive the service from the External Service Provider due to violation of the external terms of use or other reasons.
(5) Interference with the operation of the Program regardless of the method.
(6) Death of Party B, or being subject to commencement of guardianship, conservatorship, or assistance.
(7) Failure to conduct the Distribution of the Contents for more than one month and not responding to any communication from Party A.
(8) Being a minor, an adult ward, a person under curatorship, or a person under assistance, and not obtaining the consent of a legal representative, guardian, curator, or assistant to enter into this Agreement.
(9) Party A determining that the continuation of the VTuber activities by Party B is inappropriate, in addition to what is provided for in the preceding items.
- In the event that Party B falls under any of the items in the preceding paragraph, Party B shall automatically forfeit the benefit of time in respect of any and all of the obligations owed to Party A.
- Party A may terminate the provision of the Program at any time at its discretion, and the VTuber Activities shall naturally suspend with the termination of the provision of the Program. In this case, Party A will notify the VTuber in advance.
- Party A shall not be liable for any damages incurred by Party B as a result of any action taken by Party A in accordance with the provisions of this article.
Article 17 Penalty
- In the event that Party B falls under the following items, Party A may demand from Party B a penalty equivalent to 50% of the Consideration amount stipulated in Article 4, paragraph 1, item (i), of the month preceding the month in which the relevant event falls:
(1) Falling under any item set forth in Article 16, paragraph 1.
(2) Party A terminating this Agreement (including the Individual Agreement in this Article) due to a reason attributable to Party B in accordance with the provisions in this Agreement.
- Notwithstanding the provisions in the preceding paragraph, in the event that Party B breaches the provisions in Article 15, paragraph 4, Party A may demand a penalty from Party B up to the higher of the following amounts:
(1) The amount equivalent to the total Consideration received from Party A pursuant to the provisions in this Agreement or the Individual Agreement during the period when Party B was in breach of Article 15, Paragraph 4.
(2) The amount equivalent to the total Consideration received by Party B from Party A based on the provisions in this Agreement or the Individual Agreement for the 12 months prior to the month in which Party B was found to be in breach of Article 15, Paragraph 4 or Article 15, Paragraph 5.
(3) The total amount of remuneration for activities related to the said violation and any other money obtained by Party B from activities related to the said violation, regardless of the nominal value.
- Notwithstanding the provisions in paragraph 1, in the event that Party B breaches the provisions in Article 15, paragraph 5, Party A may demand a penalty from Party B up to the higher of the amounts set forth in the preceding paragraph, item (2) or item (3).
- The provisions of the preceding three paragraphs shall not preclude Party A from claiming compensation from Party B for damages in excess of the penalty amount specified in the preceding three paragraphs.
Article 18 Disclaimer of Warranty
- Party A makes no warranty to Party B that Party B will earn a certain amount of profit by participating in this Program.
- Party A makes no warranty to Party B regarding this Program, including but not limited to conforming to a particular purpose, commercial usefulness, completeness, and continuity.
- Party A shall not be liable if Party B is unable to conduct the VTuber Activities due to the unavailability of the External Services.
- When using the External Services to conduct VTuber Activities, Party B shall comply with the External Terms of Use at its own responsibility. Party A shall not be liable for any disputes arising between Party B and the External Service Provider.
- Party B shall investigate at its own responsibility and expense whether its activities violate applicable laws and regulations, internal rules of industry organizations, etc.
- Any transactions, communications, disputes, etc. arising between Party B and the External Service Provider or other third parties in connection with the VTuber activities shall be handled and resolved at the responsibility of Party B, and Party A shall not be responsible for such matters.
- Party A shall not be liable for any interruption, suspension, termination, unavailability, or change in the provision of the Program by Party A, deletion or loss of the video, message, or information of Party B, cancellation of the registration, loss of data due to activities based on the Program, or malfunction or damage of equipment, or any other damage suffered by Party B in relation to the Program.
- Party A shall not be liable for any damages incurred by Party B in relation to the VTuber Activities, except in cases where Party A is intentionally or grossly negligent. Even in the event that Party A is liable for damages to Party B, Party A's liability for damages shall be limited to the total amount paid by Party A to Party B for the past (6) months from the time when the cause of the damages occurred.
Article 19 Damages Compensation
In the event that Party B causes any damage to Party A due to a breach of this Agreement or the Individual Agreement or due to any reason attributable to Party B in connection with its participation in the Program, the Party B shall compensate Party A for all such damages (not only direct and ordinary damages, but also all damages including lost profits, lost business opportunities, business interruption, other indirect damages, special damages, consequential damages, and incidental damages).
In the event that Party B receives a complaint from or has a dispute with other Vtubers, the External Service Providers, or other third parties in relation to the Program, Party B shall immediately notify Party A of the details of the complaint.
Party B shall handle such claim or dispute at its own cost and responsibility, and report its progress and results to Party A upon request from Party A.
In the event that Party A receives any claim from the External Service Providers or any other third party for infringement of rights or any other reason in connection with Party B's participation in the Program, Party B shall compensate Party A for the amount Party A was forced to pay to such third party based on such claim, if such claim is due to a reason attributable to Party B.