Creator Terms & Conditions

This English version is a translation of the Japanese original, 「クリエイター業務委託サービス利用規約」, and is provided for reference purposes only. In the event of any discrepancy or inconsistency between this English version and the Japanese original, the Japanese original shall prevail.

These Terms are intended to set forth the basic matters concerning the outsourcing of video production work (the “Production Work”) in the cloud-based video production service (the “Service”) provided by VIDWEB Co., Ltd. (the “Company”) through the system used by the Company (the “System”).

Article 1 (Production Work)

“Production Work” means all or part of the work necessary for video production, including scriptwriting, filming, and editing, that the Company has been commissioned to perform through the Service by a Client (meaning any person who uses or intends to use the Service in order to commission video production from the Company; the same applies hereinafter).

Article 2 (Formation and Amendment of Agreement)

When a person who wishes to undertake work through the Service (the “Applicant”) has reviewed and agreed to these Terms on the Company’s website and applies to the Company for registration as a creator in the Service (a “Creator”), an agreement on the terms set forth in these Terms (this “Agreement”) shall be formed between the Company and the Applicant at that time (hereinafter, the Applicant after formation of this Agreement is referred to as the “Contractor”).

The Contractor acknowledges in advance that these Terms may be amended without prior notice; provided, however, that in such case the Company shall notify the Contractor of the amendment.

If the Contractor uses the System after notice of an amendment to these Terms under the preceding paragraph, the Contractor shall be deemed to have agreed to such amendment, and the amended Terms shall thereafter apply between the Company and the Contractor.

Article 3 (Registration)

  1. Promptly after formation of this Agreement, the Company shall register the Contractor as a Creator based on the Contractor’s application for registration, and the Contractor consents thereto.
  2. In connection with the application for registration under the preceding paragraph, the Contractor represents and warrants the following:
    1. The Contractor is a legal entity or an individual aged 18 or older.
    2. If the Contractor is a person under curatorship (hi-hosanin) or a person under assistance (hi-hojonin), the Contractor has obtained the consent of its curator or assistant to the execution of this Agreement and the performance of work hereunder.
    3. The Contractor is not an adult ward under guardianship (seinen hikoken-nin).
    4. All information provided to the Company at the time of the application for registration, including the Contractor’s trade name or name, email address, work history, and past video production record, is true, accurate, and up to date.
    5. The Contractor is not already registered as a Creator.
    6. The Contractor has reviewed all provisions of these Terms and agrees to them.
  3. If any change occurs in the registration information, the Contractor shall immediately notify the Company thereof and provide the updated information in accordance with the method prescribed in the System.
  4. The Contractor shall not transfer or lend to any third party, or pledge as collateral, the account granted upon registration as a Creator.

Article 4 (Issuance of IDs, etc.)

  1. The Company shall issue to the Contractor the ID, secure password, and other credentials necessary for the Contractor to access the System (collectively, the “System ID”).
  2. The Company shall, as necessary, issue to the Contractor a VIDWEB Physical ID / Media Pass (the “Media Pass”) to be carried by the Contractor to clearly indicate that the Contractor is a Creator.
  3. If the Contractor has been issued a Media Pass, the Contractor shall carry the Media Pass and clearly indicate that the Contractor is a Creator when performing the Commissioned Work, and when meeting Clients or other third parties in person or attending events, etc. as a Creator.
  4. If all or part of the information relating to the System ID is lost, stolen, or leaked to a third party (including where there is a risk thereof), the Contractor shall immediately take the actions necessary to protect such information and notify the Company by sending an email to the email address designated by the Company.
  5. The preceding paragraph shall also apply if the Contractor loses the Media Pass or the Media Pass is stolen.

Article 5 (Individual Contracts)

An individual contract shall be formed, with the terms of transaction disclosed by the Company as its content (an “Individual Contract”), when the Company discloses, through the System or by email or other means, the content of the Production Work to be commissioned to the Contractor (the “Commissioned Work”), the commission fee for the Commissioned Work, the delivery date of the deliverables of the Commissioned Work (the “Deliverables”), and other terms of transaction for the Individual Contract, and the Contractor expresses its intention to undertake the work on the System or by email or other means.

Article 6 (Prohibition of Subcontracting)

The Contractor may not subcontract all or any part of the Commissioned Work to a third party without the Company’s prior consent.

If the Contractor subcontracts with the Company’s prior consent, the Contractor shall bear all responsibility for the subcontractor under these Terms, this Agreement, and the Individual Contract.

Article 7 (Progress Reports)

The Contractor shall report the progress of the Commissioned Work on the System on an ongoing basis.

Article 8 (Relationship with Clients)

  1. When meeting with a Client or any third party related to the Production Work, the Contractor shall clearly indicate that the Contractor is a Creator of the Service, except where the Company’s prior consent has been obtained.
  2. When the Contractor needs to communicate with a Client or any other third party (in this paragraph, “Clients, etc.”) in connection with the Commissioned Work, the Contractor shall do so using the System or a system approved by the Company. If the Contractor is contacted by Clients, etc. by any other means, the Contractor shall request such Clients, etc. to communicate using the System or a system approved by the Company.
  3. The Contractor shall not directly undertake all or any part of any work from a Client that the Contractor has come to know through the Production Work or through the Company, nor shall the Contractor solicit any Client to commission all or any part of any work directly to the Contractor.

Article 9 (Strict Compliance with Delivery Dates)

  1. In delivering the Deliverables, the Contractor shall strictly comply with the delivery date set forth in the Individual Contract. “Delivery date” means the date of delivery specified in the Individual Contract.
  2. If there is a risk that the Contractor will be unable to deliver the Deliverables by the delivery date, the Contractor shall immediately notify the Company thereof and follow the Company’s instructions regarding the measures to be taken.

Article 10 (Delivery)

  1. The Contractor shall provide the Deliverables in accordance with the method prescribed in the System, and the Company shall promptly inspect them.
  2. Delivery shall be completed when the Deliverables pass the Company’s inspection under the preceding paragraph, and the Commissioned Work shall be completed upon completion of delivery.
  3. The Company shall not accept any Deliverables that fail the inspection, and the Contractor shall immediately retrieve them at its own expense and improve or repair them free of charge within the period designated by the Company. The Contractor shall redeliver the improved or repaired Deliverables to the Company, submit them again to inspection by the Company, and pass such inspection by the delivery date.

Article 11 (Liability for Non-Conformity)

Even after the Deliverables have passed inspection, if any non-conformity with the contract is discovered, the Contractor shall remedy such non-conformity at its own expense within a reasonable period.

Article 12 (Payment of Commission Fees)

  1. If the Commissioned Work is a re-commission to the Contractor of all or part of work that the Company has been commissioned to perform by a Client, and the Company clearly indicates the matters set forth in the following items when disclosing the terms of transaction for the Individual Contract, the Company shall pay the commission fee (the “Commission Fee”) by the payment date specified in the Individual Contract, which shall be a date within thirty (30) days from the payment due date set forth in Item (3) (the “Original Payment Due Date”):
    1. That the Commissioned Work is a re-commission;
    2. The name of the Client; and
    3. The date on which payment from the Client to the Company is due for the consideration for the work the Company has been commissioned to perform by the Client.
  2. In cases other than those set forth in the preceding paragraph, the Company shall pay the Commission Fee no later than the last day of the month following the month that includes the date on which the Company received the Deliverables from the Contractor (or, if the Deliverables were redelivered pursuant to Article 10, Paragraph 3, the date on which the Company received the redelivered Deliverables), with the last day of such month as the closing date.
  3. Payments under the preceding two paragraphs shall be made by bank transfer to the bank account designated by the Contractor. Bank transfer fees shall be borne by the Company for transfers within Japan and by the Contractor for transfers outside Japan.
  4. In the case of Paragraph 1, if the Company receives an advance payment from the Client in connection with the Commissioned Work, the Company shall give appropriate consideration to paying the Contractor, as an advance payment, the expenses necessary for procuring materials and otherwise commencing the Commissioned Work.
  5. If the Deliverables fail to pass inspection by the delivery date and the Commissioned Work is not completed, no Commission Fee shall be paid.
  6. If the Company agrees that the Contractor may deliver only part of the Deliverables for the Commissioned Work specified in the Individual Contract, the Contractor agrees to the payment of a Commission Fee that the Company, in its own judgment, determines to be reasonable.

Article 13 (Compliance with Terms, etc.)

  1. The Contractor shall comply with these Terms, each Individual Contract, and all other terms established by the Company incidental to these Terms or any Individual Contract.
  2. In performing the Commissioned Work, the Contractor shall endeavor not to damage the social reputation, credibility, etc. of the Company or the Service.

Article 14 (Intellectual Property Rights in Deliverables)

  1. The copyright in the Deliverables (including the rights under Articles 27 and 28 of the Copyright Act of Japan) shall be transferred from the Contractor to the Company at the time the Contractor provides the Deliverables to the Company.
  2. The Contractor shall not exercise its moral rights of author with respect to the Deliverables.
  3. The Contractor shall not establish any design right, trademark right, patent right, utility model right, or other intellectual property right in all or any part of the Deliverables.
  4. The Contractor shall not transfer or lend to any third party, or pledge as collateral, all or any part of the Deliverables or any medium on which they are recorded.
  5. The Contractor represents and warrants to the Company that the Deliverables do not infringe any copyright, moral rights of author, trademark rights, or other rights of any third party.
  6. The consideration for the transfer of copyright under Paragraph 1 and for the non-exercise of rights under Paragraph 2 shall be included in the Commission Fee under Article 12.

Article 15 (Disputes with Third Parties)

  1. If any dispute arises with a third party in connection with the performance of the Commissioned Work or the Deliverables, such as an infringement of copyright, moral rights of author, industrial property rights, or other rights, or a property damage accident, the Contractor shall resolve such dispute at its own expense and responsibility, and if the Company suffers any damage or incurs any expenses, the Contractor shall compensate and indemnify the Company for such damage and expenses; provided, however, that this shall not apply if such dispute arises solely from causes attributable to the Company.
  2. Upon becoming aware of the occurrence or risk of a dispute under the preceding paragraph, the Company and the Contractor shall immediately notify the other party thereof, and in such case both parties shall cooperate in resolving the dispute, including by providing necessary information and materials.

Article 16 (Intellectual Property Rights in the Service)

All copyrights, moral rights of author, trademark rights, and other rights relating to the Service belong to the Company, and the Contractor shall not infringe them.

Article 17 (Transfer of Contractual Status)

  1. The Contractor shall not, without the Company’s prior consent, assign, transfer, or pledge as collateral to any third party its contractual status under this Agreement or any Individual Contract, or any rights or obligations under this Agreement or any Individual Contract.
  2. If the Company assigns or transfers the business relating to the Service to a third party by way of business transfer, merger, company split, or any other means, the Company may assign or transfer to such third party its contractual status under this Agreement or any Individual Contract, its rights and obligations under this Agreement or any Individual Contract, and information concerning the Contractor, and the Contractor consents thereto in advance without objection.

Article 18 (Termination)

  1. The Company and the Contractor may terminate this Agreement by sending an email to the applicable email address set forth in the following items. In such case, the Company shall give notice of termination no later than thirty (30) days prior to the effective date of termination, while the Contractor may terminate this Agreement at any time; provided, however, that such termination shall not affect the validity of any Individual Contract existing at the time of termination of this Agreement, and such Individual Contract shall continue to be governed by these Terms and the provisions of such Individual Contract.
    1. Termination by the Company: the Contractor’s email address in the registration information
    2. Termination by the Contractor: the email address of the Company’s manager in charge (provided, however, that the termination shall take effect when the Company sends the Contractor a reply confirming that the Contractor’s email has been received by the Company)
  2. Notwithstanding the preceding paragraph, if any of the following events occurs with respect to the Contractor, the Company may terminate this Agreement and any Individual Contract without the advance notice set forth in the preceding paragraph and without any demand. The notice of such termination may also be given by the method set forth in the preceding paragraph.
    1. The Contractor fails to comply with the terms of transaction set forth in an Individual Contract;
    2. A petition for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings is filed against the Contractor, or the Contractor files such a petition itself;
    3. The Contractor becomes subject to a disposition for delinquent taxes, a petition for auction, or a legal disposition such as provisional attachment, provisional disposition, or compulsory execution;
    4. In addition to the events set forth in the preceding two items, the Company determines that the Contractor’s financial credibility has deteriorated and there is a risk of hindrance to the performance of the Production Work;
    5. Any registration information provided to the Company is false; or
    6. In addition to the events set forth in the preceding items, the Contractor violates any provision of these Terms, any Individual Contract, or any terms incidental to these Terms or any Individual Contract.
  3. In the event of termination under the preceding paragraph, the Contractor may not claim from the Company any expenses incurred for the Commissioned Work or any other monies.
  4. If the Company gives notice of termination of this Agreement under Paragraph 1 or notice of non-renewal of this Agreement under Article 25, and the Contractor requests disclosure of the reasons therefor during the period from such notice until the date of termination or expiration, the Company shall disclose such reasons without delay, except where such disclosure is likely to harm the interests of a third party or in other cases provided for by laws and regulations.

Article 19 (Suspension and Discontinuation of the Service)

  1. The Company may suspend the Service without notice to the Contractor due to maintenance by the system provider, system failure, power outage, fire, natural disaster, or any other technical or operational reason.
  2. In the case of the preceding paragraph, if the Company determines that continuation of the Service is difficult, the Company may discontinue the Service and terminate this Agreement or any Individual Contract by sending an email to the Contractor or by making an announcement on the System or any other website.
  3. The Company shall bear no liability whatsoever for any damage incurred by the Contractor due to the suspension or discontinuation of the Service (including the resulting termination of this Agreement or any Individual Contract).

Article 20 (System Defects)

  1. If any defect occurs in the System or any other system relating to the Service, the Company shall take the measures necessary for restoration with respect to the system provider.
  2. The Company shall bear no liability whatsoever for any damage incurred by the Contractor due to any defect in the System or any other system relating to the Service.

Article 21 (Accidents, Occupational Injuries, etc. during the Production Work)

  1. The Company shall bear no responsibility whatsoever for any accident, occupational injury, illness, etc. of a Creator or a Creator’s employees during the Production Work.
  2. If any occupational injury, accident, or damage referred to in the preceding paragraph occurs, the Creator shall immediately report it to the Company.

Article 22 (Traffic Accidents)

Any traffic accident occurring in the course of the Production Work shall be handled by the Creator under its own responsibility, and the Company shall bear no responsibility therefor.

Article 23 (Confidential Information)

  1. The Contractor shall keep the information set forth in the following items confidential, shall not use it for any purpose other than the Production Work, and shall not disclose or leak it to any third party (including specified and unspecified third parties via the internet, such as through social media, email, or online bulletin boards). The Contractor further agrees to promptly return such confidential information, or dispose of or erase it by a method that renders it irreproducible, in accordance with the Company’s instructions.
    1. Information concerning Clients (including the fact that a Client uses or intends to use the Service);
    2. The content of the Commissioned Work (including the content of the Production Work, the content of Individual Contracts, scripts, filming location information, filmed footage, production materials, editing materials, cast information, narrator information, etc.);
    3. Any and all information learned in the course of production concerning individuals, companies, or other organizations or groups, contact details and personal information relating to privacy, etc., and any other information whatsoever;
    4. Information concerning the System or any other system relating to the Service; and
    5. Information necessary to access the System.
  2. The Contractor shall strictly and responsibly manage the System ID and the Media Pass.

Article 24 (Exclusion of Antisocial Forces)

The Contractor covenants the following to the Company:

  1. The Contractor is not an organized crime group (boryokudan), a company affiliated with an organized crime group, a corporate racketeer (sokaiya), or any person equivalent thereto, or a member of any of the foregoing (collectively, “Antisocial Forces”);
  2. None of the Contractor’s officers (meaning partners executing business, directors, executive officers, or persons equivalent thereto) or employees (including non-regular staff and other persons equivalent to employees) is an Antisocial Force;
  3. The Contractor does not allow any Antisocial Force to use its name to enter into this Agreement or any Individual Contract; and
  4. During the term of this Agreement or any Individual Contract, the Contractor will not, by itself or through a third party, engage in any of the following acts:
    1. Threatening behavior or use of violence against the other party; or
    2. Obstructing the other party’s business or damaging its credibility by fraudulent means or force.

Article 25 (Term)

The term of this Agreement shall be one (1) year from the date of formation of this Agreement; provided, however, that unless either the Company or the Contractor notifies the other party of its intention not to renew this Agreement no later than thirty (30) days prior to the expiration date, this Agreement shall be extended for one (1) year from the day following the expiration date, and the same shall apply thereafter.

Article 26 (Disputes with Clients)

If any litigation or other dispute arises with a Client in connection with the Commissioned Work, the Company and the Contractor shall promptly notify the other party of the details thereof.

Article 27 (Damages)

If the Contractor causes damage to the Company in the course of performing this Agreement, the Contractor shall be liable to the Company for compensation for the damage arising from such performance.

Article 28 (Governing Law)

These Terms, this Agreement, and each Individual Contract shall be governed by and construed in accordance with the laws of Japan.

Article 29 (Jurisdiction)

The Company and the Contractor agree that the Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any judicial dispute arising in connection with this Agreement, any Individual Contract, or the Service.

Article 30 (Consultation)

The Company and the Contractor shall consult with each other in good faith to resolve any matter not provided for in these Terms or any Individual Contract, or any doubt arising with respect to these Terms or any Individual Contract.

VIDWEB Co., Ltd.

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