Article 1. Scope
Article 2. Definition
- “Service” shall mean a series of cloud service using the casting system “clocas.com” operated by Aipro, which service is chargeable. In the Service, Requesting Business Operator requests Jobseeker to conduct the appearance or marketing business and to let the Requesting Business Operator use the Jobseeker’s likeness or other right in the advertising or program contents.
- “Website” shall mean the casting system named “clocas.com” operated by Aipro, on which the Jobseeker’s Information, any notification from the system and applications, or the movies can be exchanged.
- “Registration Process” shall mean the process stipulated by Aipro, which is required to use the Service.
- “Registered Information” shall mean the attribute, Individual Information and all the other information concerning the Registered User, which the Registered User provides to Aipro in Registration Process.
- ”Registration Applicant” shall mean the person stipulated in Article 3.
- ”Registered User” shall mean a legal entity or individual that has completed the registration as a user of the Service under Article 3.
- “Individual Information” shall mean the information concerning each individual, which can identify the specific individual by name, date of birth, or other description contained in such information.
- “Password, etc.” shall mean the password and ID for the Website, which Aipro allocates to the Registered User after completing the Registration Process.
- “Jobseeker” shall mean a legal entity or individual who registers the Jobseeker’s Information in the Service and desires to undertake the project requested by the Requesting Business Operator.
- ”Member” shall mean a performer: (i) who exclusively belongs to the Jobseeker, such as a talent or artist; (ii) who entrusts management to the Jobseeker; or (iii) who are the Jobseeker’s employees.
- “Jobseeker’s Information” shall mean the Individual Information such as name, photo, likeness etc. and all the other information concerning the Jobseeker and Member, which the Jobseeker registers in the Service.
- “Contract for Individual Project” shall collectively mean the contract regarding individual project: (i) pursuant to Article 9.1 between Requesting Business Operator and Aipro; and (ii) pursuant to Article 9.2 between Jobseeker and Aipro.
Article 3. Registration
- Application for registration shall be obliged to be made by the individual or legal entity using the Service. In applying for registration, Registered Applicant shall be obliged to provide the true, accurate and latest information for Aipro.
- In the event that Registration Applicant falls under any of the following items, Aipro may reject the application at its own discretion:
- if Aipro determines that there is any technological or operational problem;
- if the Registration Applicant has had suspended the provision of Service, or has had teminated all or part of Service Agreement by Aipro before;
- if Aipro determines that the registration or the description on the necessary documents submitted to Aipro contains false or incorrect information;
- if Aipro determines that the Registration Applicant: (a) is an organized crime group, a member of organized crime group, right-wing organization, anti-social forces or other equivalent persons (collectively, “Anti-social Forces”); or (b) has any connection or relationship with Anti-social Forces such as cooperation or involvement in maintaining, operating or managing the Anti-social Forces by funding etc.; or
- other situations that Aipro determines to be inappropriate.
- According to Aipro’s criteria, Aipro will determine whether the Registration Applicant can be registered or not. When permitting the registration, Aipro will, in its prescribed method, notify the Registration Applicant of such permission. The notification described in this Article 3.4 shall be deemed to the conclusion of Service Agreement between Aipro and the Registration Applicant.
Article 4. Use of Service
- Aipro grants Registered User the non-exclusive license to execute, display and use the Application for the Service pursuant to the Service Agreement on Registered User’s terminal during the period of the Service Agreement.
- The communication environment etc. of Registered User, including the terminal, software, other devices, communication line or others, which are required to use the Service, shall be prepared and maintained at the Registered User’s own risk and expenses.
- Registered User shall, according to its own communication environment etc. for Service and at its own risk and expenses, take the security measures such as prevention against infection with computer-virus, unauthorized access and information leakage.
- The expenses incurred through the use of Service, such as correspondence fees, shall be borne by Registered User.
- Although the Service is currently provided to Registered User for free, part of the Service may become chargeable without Aipro’s prior notification.
Article 5. ID and Password
- Registered User shall bear any and all responsibility for managing the Password, etc. which is allocated for use of Service.
- Any conduct using Password, etc. and its result shall be deemed attributable to Registered User who is allocated the said Password, etc., and the Registered User shall be liable for any and all the said conducts and their result.
- Registered User shall be liable for any damage arising from the inadequate management, misuse, or use by a third party of his/her Password, etc., and Aipro shall not be held liable in any way whatsoever for any such damage.
- If the Registered User finds that: (i) there is a theft or loss of Password, etc.; (ii) it forgets its Password, etc.; or (iii) its Password, etc. is used by a third party, then the Registered User shall inform Aipro of the above immediately and obey Aipro’s instruction, if any.
Article 6. Registration, Change, Deletion of Registered Information
- Aipro shall own the Registered Information.
- Registered User shall register the true and accurate information concerning all the items of Registered Information, and shall not register any false information. If the Registered Information is changed or an error is discovered in it, Registered User shall immediately notify Aipro of such change or error and revise it to the latest and accurate information.
- Aipro shall, as deemed necessary, be entitled to confirm Registered Information with Registered User by email or others, and the Registered User shall sincerely respond to the said confirmation.
- Aipro shall be entitled to change or delete Registered Information without consent of Registered User in the event that Aipro determines that any of the following items are applicable:
- Registered User has, concerning Registered Information, conducted the Prohibited Activities stipulated in Article 15;
- Registered Information is inconsistent with the fact; or
- Registered Information is inappropriate in light of the purpose of Service.
- Aipro shall not be liable for any detriment or damage incurred to Registered User, which arises from revision or deletion under the foregoing Article 6.4.
Article 7. Rights concerning the Registered Information
- In the case of concluding Service Agreement with Aipro, Registered User shall license Aipro to use (including, but not limited to duplication, revision, compilation, distribution, publication) Registered Information at no charge, to the extent necessary for Aipro to provide the Service.
- In order to make the Service known to Registered User and other third parties, Aipro may use the information concerning the Service as separately prescribed by Aipro in the media such as Aipro’s advertisement, homepage or blog etc.
- In the case of the foregoing Article 7.2, Registered User shall exercise neither the author’s moral right nor other moral rights against Aipro or any third party designated by Aipro,
Article 8. Request of Work
- Requesting Business Operator may, in the method prescribed by Aipro, request the Work (any and all the entertainment business including appearance in movies, dramas, TV, radio, commercials, etc. or influencer marketing).
- In requesting the Work, Requesting Business Operator shall clearly describe the items directed by Aipro and others including the type of Work, implementation requirements, qualification, and the terms of agreements.
- Requesting Business Operator shall not conduct the following job recruitment concerning the Work:
- the job recruitment which is to conclude the employment agreement, such as the recruitment of Requesting Business Operator’s employee;
- the job recruitment which Aipro determines to breach laws, regulations or public policy; or
- other job recruitment which Aipro determines to be inappropriate in consideration of the purpose of Service.
Article 9. Conclusion of Contract for Individual Project
- At the time when Aipro approves on the Website the request for Work from Requesting Business Operator under the first and second sentences of Article 8.4, Contract for Individual Project shall be concluded between Aipro and Requesting Business Operator.
- Jobseeker or Member applies to the Work requested by the Requesting Business Operator, following certain procedure of the Service. Contract for Individual Project between Aipro and Jobseeker shall be concluded when all (a) to (d) below are conducted; (a) Aipro checks each application by Jobseeker, and then disclose certain information of Jobseeker, then (b) Requesting Business Operator decides and choose a Jobseeker or Member, (c) Aipro confirms on the Website such decision and choice by Requesting Business Operator, and (d) Aipro makes a notice to Jobseeker of such decision.
- As a general rule, Contract for Individual Project concluded under Articles 9.1 and 9.2 shall not be cancelled.
- Unless otherwise agreed by either Jobseeker or Member, Contract for Individual Project shall not be cancelled after the Requesting Business Operator recruits the Member.
Article 10. Important Notice of Service
- Requesting Business Operator shall not directly communicate with Jobseeker by any means.
- Requesting Business Operator shall pay attention not to (i) infringe Jobseeker’s right or leak Jobseeker’s information: and (ii) deviate from the purpose of Service.
Article 11. Compensation
- The compensation shall accrue when Contract for Individual Project is concluded between Requesting Business Operator and Aipro.
- Requesting Business Operator shall pay Aipro the compensation equivalent to the total budget which is calculated under the conditions in the request form on the Website filled by the Requesting Business Operator; provided, however, that the amount to be paid may change under the consultation between the Requesting Business Operator and Aipro.
- Requesting Business Operator shall, according to the payment method instructed by Aipro, pay the compensation stipulated in the foregoing Article 11.2 in cash to the account designated by Aipro.
- Aipro shall pay Jobseeker the compensation equivalent to the budget described in the project summary which was disclosed to the Jobseeker at the time of requesting the Work; provided, however, that the amount to be paid may change under the consultation between Aipro and the Jobseeker.
- Aipro shall, by the last day of the following month of the month when the payment is made by Requesting Business Operator, pay either the budget amount stipulated in Article 11.4 or the amount determined under the consultation between Aipro and Jobseeker, to an account designated by Jobseeker.
- The compensation shall neither delivered nor received directly between Requesting Business Operator and Jobseeker.
- Requesting Business Operator shall download the invoices issued by Aipro from the Website.
- Requesting Business Operator shall bear the transfer fee and other fees concerning the payment made to Aipro by Requesting Business Operator.
- Any trouble concerning the payment or return of compensation for Contract for Individual Project shall, unless there is any reason under this Article 11 attributable to Aipro and such reason causes the above trouble, shall be immediately handled and settled by Requesting Business Operator, following Aipro’s instruction.
- The details concerning the compensation shall be, other than those stipulated in the foregoing Articles 11.1 through 11.9, separately determined by Aipro.
Article 12. Aipro’s Obligation and Responsibility
- Aipro shall not be liable for any and all the moral, financial damage incurred to Registered User or those involved on the ground that the Registered User uses the Service, except in the case of willful misconduct or gross negligence on the part of Aipro; provided, however, that even though Aipro bears any responsibility, such Aipro’s responsibility shall be limited to the normal and direct damage actually arising for reasons attributable to Aipro.
- Aipro will not provide any guarantee concerning the integrity, accuracy, usability, etc. of the Jobseeker’s information and other information provided by third parties, which are offered on the Website.
- 当12.3 Aipro will not guarantee that :(i) the Website contains no errors or other faults; (ii) the virus program or other harmful programs are not contained in the server, etc.; and (iii) no defect is contained in other infrastructure or system for provision of the Service.
- Aipro will not guarantee to Requesting Business Operator that any event appearance contract or any other contracts are concluded between Requesting Business Operator and Jobseeker by using the Service.
Article 13. Obligations and Responsibilities of Requesting Business Operator and Jobseeker
- Requesting Business Operator and Jobseeker shall use the Service at their own risk, bearing any and all the responsibilities concerning the use of Service.
- Requesting Business Operator shall warrant that: (i) it owns the authority to properly and duly conduct the Registration Process: and (ii) it complies with each provision of Article 8.
- When registering on the Website the information of any third parties, Requesting Business Operator and Jobseeker shall obtain the said third parties’ approval or permission, etc. in advance.
- Requesting Business Operators and Jobseeker shall settle at their own expenses and responsibilities and hold Aipro harmless against any disputes with the other party or third parties, which are caused by any and all the actions in the course of using the Registered Information or the Service.
Article 14. Individual Information
- Aipro and Requesting Business Operator shall duly and properly collect, use, manage, preserve or provide the third parties with the Individual Information obtained by the Service, in accordance with the Act on the Protection of Personal Information and its guidelines, etc.
- For the purpose of improving the Service, Aipro shall be entitled to tally Registered Information as statistical information in the style and scope which can neither recognize nor identify individuals and to provide the said statistic information for third parties.
- Registered Information such as the company name to which Member belongs, the information such as usage status for the Service, and the information concerning the Work may be disclosed in explanatory materials or media materials for Requesting Business Operator.
- Aipro shall be entitled to use the information stipulated in the foregoing Article 14.3 with no charge, to the extent necessary for the operation, advertising, press-release, and business report of the Service.
Article 15. Prohibited Activities
- In using the Service, Registered User shall not, whether intentionally or negligently, conduct the following activities (including those which threatens to fall under or induces the following activities):
- Activities which violate laws, regulations or public policy;
- Activities which prevent the operation of Aipro’s business or the Service, or damage the trust of Aipro;
- Activities which destroy or prevent the function of software or hardware, which Aipro or third parties use;
- Activities which destroy or prevent the function of Aipro’s server or network;
- Activities which obstruct Aipro’s service, the advertisements delivered by Aipro, or the service or advertisement provided on the Aipro’s Website;
- Activities which slander any third parties, injure their honor or trust, insults them, or obstruct their business;
- Activities which infringe Aipro’s or any third party’s intellectual property rights such as copyrights, trademark rights, patent rights, utility model rights, and design rights;
- Activities which infringe Aipro’s or third party’s property, privacy, moral rights or image rights;
- Business activities which Aipro does not approve or activities aiming at providing the profit-oriented information;
- Activities such as contracting the same or directly competing project as the requested Work outside of this Service, without Aipro’s approval;
- Describing the false or incorrect information in the Registered Information or other notification to Aipro;
- Collecting or accumulating the third party’s Individual Information or Registered Information without permission;
- Using the Service with the third party’s Password, etc.;
- Obtaining any third party’s Password, etc. or disclosing the Password, etc. to the third party, regardless of the methods;
- Using the Service for the purposes different from the original purpose;
- Activities related to the Service which are suspected of having financial, business or other relationship with the Anti-social Forces;
- Activities which cause or threaten to cause Aipro the material harm;
- Criminal activities or any conduct that warns, involves or promotes such criminal activities;
- Activities which are similar to those stipulated in the foregoing items of this Article 15.1; or
- Other activities which Aipro finds to be inappropriate.
- In the event that Aipro determines that Registered User breaches the foregoing Article 15.1, Aipro shall be entitled to suspend its use of Service, cancel its registration, instantly terminate its Service Agreement without notification, and/or take other measures found to be reasonable by Aipro.
- Aipro shall not take any responsibility for its taking or not taking the measures stipulated in the foregoing Article 15.2.
Article 16. Rights concerning Service
- Patent rights, utility model rights, trademark rights, copyrights (including those stipulated in Article 27 and Article 28 of the Japanese Copyright Act), know-how and other rights (including rights to register these rights) shall be borne by Aipro or the third parties who grant license to Aipro.
- Without obtaining the prior written consent of Aipro, Registered User shall neither reprint nor diverse the information concerning the Service in other media.
Article 17. Deregistration
- Registered User may deregister the Service after notification to Aipro; provided, however, that the said Registered User shall not be entitled to deregister the Service as long as any Contract for Individual Project regarding the said Registered User is in effect and being performed.
Article 18. Elimination of Registered Information
- In the event that Registered User falls under any of the following items, Aipro shall be entitled to eliminate the registration concerning the said Registered User:
- if Aipro lose contact with the said Registered User for more than six (6) months;
- if the said Registered User has not responded to the inquiry or other contact from Aipro (including the situation that the said Registered User does not receive the notification from Aipro) for more than thirty(30) days;
- if the said Registered User falls under any item of Article 3.3; or
- other situations which Aipro determines to be difficult to continue the provision of Service.
- In the event that the registration is eliminated pursuant to the foregoing Article 18.1, the Registered User shall lose all the rights concerning the Service of its own when Aipro resolves the elimination.
- Aipro shall neither be liable for nor accept any question or complaint concerning : (i) Aipro’s conduct of taking or not taking the measures stipulated in Article 18.1; and (ii) the Registered User’s loss of rights stipulated in the foregoing Article 18.2.
Article 19. Suspension of Service
- If Aipro determines that a situation falls under any of the following items, Aipro shall be entitled to suspend all or part of the Service:
- if the network or server is required to conduct the periodic maintenance, update, emergency maintenance;
- if it is or might be difficult to provide the Service due to the server failure or any force majeure such as fire, blackout or natural disasters, etc;
- the occurrence of issues disrupting the smooth implementation of the Service such as the system error, breakdown, failures of server or other systems related to the Service;
- the unavoidable situations for maintaining the smooth operation of the Service; or
- other situations which Aipro determines to require the temporary suspension of the Service due to any operational or technological reasons or emergent situations.
- In the case referred to the foregoing Article 19.1, Aipro shall, in its prescribed method, notify Registered User of the suspension in advance; provided, however, that Aipro may grant the notification subsequently in urgent cases.
- Aipro shall neither be liable to Registered User or other third parties for Aipro’s conduct of taking or not taking the measures stipulated in Article 19.1.
Article 20. Interruption and Change of Service
- Aipro shall be entitled to interrupt or terminate providing the Service (“Interruption, etc.”) without prior notification to Registered User, in the event that Registered User falls under any of the following items;
- if the Registered Information proves to contain the false information;
- if the payment of service fees or registration fees of the Service is delayed or rejected;
- if there are allegations of seizure, provisional seizure, auction, or petitions for commencement of bankruptcy proceedings or commencement of rehabilitation proceeding;
- if the note or checks are dishonored;
- if the Registered User falls into payment suspension or payment insolvency;
- if the Registered User is not merged but dissolved;
- Other situations that Aipro determines to be reasonably necessary.
- Aipro shall be entitled to change or terminate the Service without approval from Registered User.
- Aipro shall not take any responsibility for the damages incurred to Registered User or third parties due to the interruption, change or termination of the Service stipulated in Article 20.1.
Article 21. Confidentiality
- Aipro and Registered User shall use , the other party’s operational and technological information disclosed or discerned regarding the Service (“Confidential Information”) only for the purpose of such disclosing, hold it in strict confidence, and not disclose or indulge it to any third parties without the other party’s prior written approval; provided, however, that this shall not apply to any of the following items:
- the information that is already known to the public or that the recipient has already owned at the point of discovery;
- the information that is known to the public after being disclosed through no fault of the parties;
- the information that is duly obtained from the authorized third party without confidentiality obligations;
- the information that is uniquely developed without the disclosed information;
- the information disclosed to third parties without being obliged to keep in confidence by other party;
- the information requested to disclose by court or other governmental agencies based on the laws.
Article 22. Subcontract
- In providing the Service, Aipro shall be entitled to subcontract all or part of Aipro’s business to any third party without notification to or approval of Registered User.
Article 23. Damages
- Registered User shall, regardless of whether there is any matter attributable to the Registered User, indemnify or compensate for damages and expenses (including, but not limited to all the litigation costs, attorney fees and the expenses required to recover the trust）incurred to Aipro or any third party due to the reason that the Registered User has conducted the prohibited activities stipulated in Article 15.1 or breached Service Agreement or Contract for Individual Project, etc.
Article 24. No Assignment
- Registered User shall not assign or delegate to third parties, or dispose : (i) the rights and obligations based on Service Agreement and Contract for Individual Project: or (ii) the status based on Service Agreement and Contract for Individual Project.
Article 25. Governing Law
Article 26. Jurisdiction
- Any dispute concerning Service Agreement, Contract for Individual Project and the Service shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court in the first instance.