These Rules Concerning Services of Selection of Monitor Candidate (hereinafter referred to as “these Rules”) have been laid down for the purpose of stipulating the relationship of rights and obligations between MIHA, Inc (hereinafter referred to as the “Company”) and users of Services (defined below) (hereinafter referred to as “Users”) concerning the use of the Company’s services to provide a list of talents, YouTubers, influencers and other creators selected as candidates of monitor to advertise or promote particular products or services (including services collateral thereto; hereinafter collectively referred to as “Services”).
Any and all communications of the Company with Users concerning Services including notices concerning modification hereof shall be made in the manner of sending of e-mail, posting on the Company’s website or otherwise as the Company considers appropriate.
By separately entering into a relevant individual agreement (hereinafter referred to as the “Individual Agreement”; together with the Basic Agreement collectively referred to as this “Agreement”) in the manner designated by the Company, an User shall entrust the Company with such Services of the following Items as are agreed in the Individual Agreement (hereinafter referred to as “Assigned Services”);
- 1. A User in advance approves the following matters and the Company shall not be liable for such matters at all:
- (1) The Company does not guarantee the commercial usefulness and other matters of a creator specified in a list in any respect;
- (2) Due to an inevitable reason with a creator or a creator office, the services concerning advertisement, promotion, etc. may be delayed or become impossible;
- (3) There may occur the stop, erroneous streaming, etc. of an Advertisement due to the disturbance, maintenance, etc. of SNS, Etc. on which an Advertisement is posted; and
- (4) The Company may be entrusted with services equivalent to Assigned Services by a third party competing with a User in markets.
- 2. A User shall, at its expense and responsibility, solve any and all complaints, claims, lawsuits and other troubles that may be caused by a third party in relation to the services concerning advertisement, promotion, etc. performed by a creator under the entrustment of the User or a customer of the User and, if the Company copes with such a trouble, the User shall compensate the Company for the damage suffered by the Company in relation thereto.
- 3. If a User or the Company falls in arrears of its/his/her obligations under this Agreement due to a reason beyond its/his/her control (including but not limited to a fire, power failure, hacking, invasion of a computer virus, earthquake, flood, war, epidemic, embargo, strike, riot, impossibility to secure supplies or transportation facilities, or governmental intervention), the User or the Company shall not be liable for the arrears to the other party during the period in which such a situation continues.
Article 13 (Termination/Cancellation)
- 1. A User may terminate the whole or part of an Individual Agreement by expressing its/his/her intention of termination to the Company on any date, with the effect of termination as of the date; provided, however, that even if an Individual Agreement is terminated by a User’s expression of the intention of termination, the User shall not be exempted from any of its/his/her outstanding debts of Fees and its/his/her debts of Fees, etc. which would be owed to the Company with the completion of the Assigned Services and shall, upon termination, pay all such debts to the Company.
- 2. If the other party falls under any of the following Items, a User or the Company may immediately cancel all or part of this Agreement with no need to give prior notice or demand the removal thereof:
- (1) The other party violates any provisions of this Agreement and, although a User or the Company demands the correction, the violation is not corrected within fourteen (14) days after the demand;
- (2) The other party is subjected to a supervisory government agency’s disposition of withdrawal, suspension, etc. of business permission;
- (3) The other party stops payments or falls in the state of insolvency or a bill or check drawn or accepted by the other party is dishonored;
- (4) The other party is subjected to a third party’s application for attachment, provisionary attachment, provisional disposition or auction or a disposition of collection of tax or public due in arrears;
- (5) An application for the commencement of the proceeding of bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed against the other party by another entity or individual or by the other party;
- (6) The other party passes a resolution of dissolution, company split, assignment of business, merger or consolidation;
- (7) With the other party occurs a material change in the assets or status of credit and accordingly the other party’s payment of debts under this Agreement threatens to become difficult; or
- (8) There occurs an event or situation equivalent to any of the foregoing.
- 3. In a case provided for in the immediately preceding Paragraph, a party having cancelled this Agreement may demand of the other part the full compensation of damage suffered by the cancelling party due to the cancellation and all of the other party’s debts under this Agreement shall be accelerated.
Article 14 (Acceleration)
- 1. If a User violates any provisions of this Agreement, the due dates of all the debts of the User to the Company shall be accelerated by the Company’s written notice and the User must immediately pay all of those debts.
- 2. If with either party occurs any event or situation listed in Items of Paragraph 2 of the immediately preceding Article, all the debts of the party to the other party shall automatically be accelerated with no need of notification or demand by the other party and the party must immediately pay all of those debts.
Article 15 (Duration and Renewal)
- 1. The effective period of this Agreement shall be one (1) year counting from the conclusion date thereof.
- 2. Notwithstanding the provisions of the immediately preceding Paragraph, if neither party notifies the other party of its intention to terminate this Agreement not later than one (1) month prior to the prescribed expiry date, this Agreement shall be renewed with the same terms and conditions for one (1) year, which shall continue to be applied thereafter, too.
- 3. Even after this Agreement terminate for whatever reason, Paragraph 4 of Article 4 and Articles 8 to 24 shall continue to be in force and effect.
Article 16 (Measures after Termination)
If this Agreement terminate for whatever reason, the Company shall, in accordance with the User’s directions, return or destroy the Information, Etc. received from the User within a reasonable period after the termination.
Article 17 (Exclusion of Antisocial Force)
- 1. A User and the Company respectively represent and covenant the following matters:
- (1) The party is not a Boryokudan (an organized crime group), Boryokudan-related enterprise, company extortionist, an entity or individual equivalent to any of them or a member of any of the foregoing (hereinafter referred to as an “Anti-social Force”);
- (2) Any officer (director, executive officer, auditor or an equivalent thereto) of the party is not an Anti-social Force;
- (3) The party does not cause an Anti-social Force to use the party’s name and enter into this Agreement
- (4) The Party will not perform any conduct of the following Items by itself/himself/herself or using a third party in relation to this Agreement;
- i. Conduct to employ any menacing speech/behavior or violence to the other party; or
- ii. Conduct to interfere with the other party’s business operation or damage the other party’s credibility by using any fraudulent means or force.
- 2. If the other party falls under any of the following Items, a User or the Company may cancel this Agreement with no need to require the correction thereof from the other party:
- (1) The other party is found to have made representation in violation of the covenant in Item (1) or (2) of the immediately preceding Paragraph;
- (2) The other party is found to have caused this Agreement to be entered into in violation of Item (3) of the immediately preceding Paragraph; or
- (3) The party performs any conduct in violation of (4) of the immediately preceding Paragraph.
- 3. If this Agreement are cancelled on the basis of the immediately preceding Paragraph, the party having cancelled this Agreement may require the other party to compensate the cancelling party for the damage suffered due to the cancellation;
- 4. If this Agreement are cancelled on the basis of Paragraph 2 of this Article, the other party shall not have the right to require the cancelling party to compensate for the damage suffered due to the cancellation.
Article 18 (Damages)
If a User or the Company suffers damage due to the other party’s violation of this Agreement, the party may require the other party to compensate for such damage within the scope of the ordinary damage directly and actually suffered.
Article 19 (Modification of Individual Agreement)
If there occurs any need to modify agreements accompanying this Agreement such as Individual Agreements due to change in the economic condition, etc., either a User or the Company may request the modification of the other party. In such a case, the User and the Company shall consult with each other concerning the modification in good faith.
Article 20 (Prohibition of Assignment)
Neither a User nor the Company may assign or cause to be succeeded to its/his/her status under this Agreement or assign, transfer, cause to be succeeded to or create a security interest on its/his/her rights and obligations under this Agreement to, by or for any third party, without the other party’s prior written approval.
Article 21 (Entire Agreement)
This Agreement are all of this Agreement between a User and the Company as of the time of the conclusion of this Agreement and any and all prior or concurrent agreements, consultations, proposals, materials, etc. between the User and the Company, explicit or implicit, shall have no force or effect as far as they are contradictory to the provisions of this Agreement.
Article 22 (Severability)
If the whole or part of any clause of this Agreement is judged to be invalid or unenforceable under the applicable laws and regulations, the other clauses of this Agreement or the remaining part of the clause shall continue to be in full force and effect and, in such a case, the User and the Company shall modify the whole or part of the clause judged invalid or unenforceable to the extent necessary for making it valid and enforceable in order to maintain the purpose of and secure the same legal and economic effect as that of the invalid and unenforceable provisions of the clause.
Article 23 (Competent Court)
Any and all disputes concerning this Agreement shall be subject to the exclusive jurisdiction as first instance of the Tokyo District Court.
Article 24 (Solution through Consultation)
Any and all matters not provided for in and any and all questions concerning the interpretation of this Agreement shall be determined or solved through the mutual consultation between the User and the Company based on the principle of good faith, in addition to the applicable laws, regulations and commercial practices.
Date of establishment: August 1, 2023