1. Definitions Words with special meaning as used in these Terms are defined as follows.
|The Company||F-Plat, Inc. (Head Office: Chiyoda, Tokyo, Japan; Executive Director: Yoriyuki Kambe)|
|The Service||Skillots and services incident thereto, as provided by the Company|
|Users||Companies, organizations, and individuals that access and use the Service|
|Information submitted in the Service by the User and stored with the Company|
|Login Information||The email address and password, included among the Registration Information, that are necessary to login|
|Account||The unit of User registration in the Service|
|Client||Companies, organizations, and individuals that hold Accounts in the Service for the purpose of requesting work|
|Client Registration||The act of acquiring an Account as a Client|
|Creator||Companies, organizations, and individuals that hold Accounts in the Service for the purpose of being entrusted with work|
|Creator Registration||The act of acquiring an Account as a Creator|
|Work Item||The unit of work requested by a Client from a Creator in the Service|
|Work Item Progress||The procedures from a Work Item request until completion is reached|
|Project Room||The system, in the Service, in which Clients and Creators administer the Work Item Progress|
|Solicitation of Estimations||The act by a Client, in the Service, of entering Work Item information and soliciting Estimation proposals from Creators|
|Other Contracts, etc.||All contractual acts provided between Clients, the Company, and Creators|
|Business Partner||A party that concludes a work assignment contract for a Work Item|
|Content||Works including text, images, audio, video, programs, and the like.|
- These Terms apply to all matters in the Service between the Company and the Creator.
- By using the Service, the Creator is deemed to be in agreement with regard to all contents included in these Terms.
- Where Other Contracts, etc. differ from the provisions of these Terms, the provisions of said Other Contracts, etc. apply with precedence.
3. Handling of Personal Information
4. Eligibility to Use
- The conditions of using the Service as a Creator are determined as follows;
- Appropriately maintains, on one's own responsibility and at one's own expense, all equipment, software, and means of communication.
- Has understood and agreed to these Terms.
- If a minor, has obtained the comprehensive agreement of a parent or legal guardian with regard to the use of the Service.
- In cases where any of the following apply, the Company may refuse Creator Registration or suspend use as well as cancel membership;
- In case of abuse or a violation of terms in the past in a service provided by the Company.
- In case of a violation of these Terms or of Other Contracts, etc.
- In case of other conduct our company has judged inappropriate.
5. Creator Registration
- Persons who wish to use the Service as Creator shall agree to the contents of these Terms and carry out a request for a Creator Registration using prescribed methods.
- In case of changes in Registration Information the Creator shall promptly correct its Registration Information and take responsibility for exercising control to ensure that accurate information is always entered.
- If an individual conducts the Creator Registration, the User itself shall truthfully provide information requested by the Company.
- If a legal entity conducts the Creator Registration, a responsible party for the legal entity User shall truthfully provide information requested by the Company.
- If an individual conducts the Creator Registration, the individual shall not possess multiple Accounts unless otherwise approved by the Company.
- If a legal entity conducts the Creator Registration, the same responsible party shall not possess multiple Accounts unless otherwise approved by the Company.
- If an individual conducts the Creator Registration, the same Account shall not be shared by multiple persons.
- If a legal entity conducts the Creator Registration, the same Account may be shared by multiple responsible parties. However, the same Account may not be shared by different legal entity units.
- The User may not under any circumstances lend or transfer its Account to a third party.
- The User shall endeavor to prevent the misuse of its own Login Information as well as take full responsibility with regard to such exercising such control. The Company bears no responsibility whatsoever with regard to damages caused by the misuse of Login Information by third parties.
- If a legal entity conducts the Creator Registration, F-Plat may disclose Registration Information and request a transfer to another person within the same legal entity only if contact cannot be made with the responsible party in a reasonable amount of time.
6. Membership Cancellation
- If the Creator desires membership cancellation, the Creator shall carry out a request for membership cancellation at the Edit Account section within Dashboard.
- If the Creator has a Work Item in Progress, the Creator may not cancel membership.
7. Formation of Contracts
- A contract for sale with the Company forms when the Client approves a quotation in the Project Room.
- Also, a work assignment contract between the Company and the Creator forms when the Client approves a quotation in the Project Room.
8. Work Item Completion
- The Creator shall deliver the prescribed delivery object to the Client by the due date established in the Project Room.
- The Client shall carry out an inspection when delivery has occurred.
- The Creator may request necessary cooperation from the Client on the occasion of the delivery of the delivery object, and the Client shall, if cooperation is requested by the Creator, promptly comply with such request.
- The Creator shall bear the risk of loss, damage, or the like to the delivery object before delivery, and the Client shall bear such risk after delivery.
- If the product of the matter in question is found to be in conformance upon inspection, the Client shall process the approval of the delivery product in the Project Room and notify the Creator. Moreover, if the product of the matter in question does not pass the inspection mentioned above, the Client shall clearly indicate the specific reasons for this non-passage to the Creator in the Project Room and request corrections or later completion; the Creator shall make corrections and deliver to the client within a time limit decided in consultation; and the Client shall again carry out the inspection prescribed above to the extent that is necessary.
- If content for revision not in previously discussed specifications arises among the corrections by the Creator prescribed in the preceding clause, the Creator may charge a correction fee.
- Even where processing of inspection and acceptance by the Client is incomplete, if the Client does not state an objection by clearly expressing concrete reasons in the Project Room within the inspection period, the product of the matter in question will be deemed to have passed the inspection prescribed in this article.
- With passage of the inspection prescribed in this article, work on the matter in question is complete.
9. Payment of Fees
- The Creator shall consult with the Client in the Project Room and establish a fee for the Work Item.
- The Creator shall agree with that the established fee in the Project Room includes 30% of the Company comission.
- The Company get an obligation to make a payment to the Creator when the Work Item was completed.
- If cancellation occurs after formal order placement due to the circumstances of the Client, subject to the work progress has been recorded in the Project Room, the Company get an obligation to make a payment to the Creator the amount according to the terms in Article 11(2).
- The Company shall pay the fee to the Creator's bank account or Paypal account when the Creator carry out a request for pay out at the Sales List section within Dashboard.
- When the Creator carry out a request for pay out before the 15th of each month, the Company shall pay the fee to the Creator on the end of that month. When the Creator carry out a request for pay out after the 15th of each month, the Company shall pay the fee to the Creator on the end of next month.
- If the pay out amount the Creator required is less than 3,000 Japanese Yen, the Company shall deduct 420 Japanese Yen as bank transfer fee from the payment.
- When the Creator designate a bank account outside Japan as receiving account, the Company shall deduct actual bank transfer fee from the payment. However, this shall not apply to the Paypal account.
- When the Client is in arrear with a payment, the Company shall make an effort to make the Client perform the obligation, and the Company may suspend the payment to the Creator for a certain period of time upon mutual consultation.
10. Product Quality Guarantee
- The Creator has a duty to state and send truthful contents in the published contents of its profile and the contents of its estimation proposals as well as in consultations in the Project Room.
- If there are problems such as delays in performance with regard to the Work Item, product nonconformance to specifications, or product defects, these shall be resolved after consultation between the Client, the Company, and the Creator based on the contents of the consultation in the Project Room. If the Company takes responsibility for restitution as a method of resolution, the amount of such restitution shall be limited to the amount of fees the Company received from the Client.
- If a clear discrepancy between the delivery object and the content discussed previously is discovered after completion of the inspection from the preceding article, the Client may demand correction of applicable defects from the Creator, and the Creator shall correct the applicable defects. However, the Creator bears responsibility for corrections only if the demand is made by the Client within six months after completion of the inspection and acceptance.
- Notwithstanding the preceding clause, if the defect is minor, and an excessive cost is required for the correction of the delivery object, the Creator does not bear responsibility for the corrections prescribed in the preceding clause, and the Client shall create a new Work Item and request corrections from the Creator.
- The provisions of Clause 4 do not apply when defects arise due to materials provided by the Client or indications given by the Client. However, this limitation does not apply when the Creator is aware that those materials or indications are inappropriate and has not disclosed this fact.
11. Delivery Product Copyright
- The Client shall consult with the Creator in the Project Room regarding the attribution of copyrights in the delivery product and conclude a contract for the transfer of copyrights or a licensing agreement for use of the work by approving the provisions stated in the quotation.
- The attribution of copyrights established in the preceding clause applies only to the final product and does not apply with regard to the copyrights in materials and products submitted by the Client or Creator within the course of the Work Item Progress.
- If the Client, in the questionnaire given at Work Item completion, authorizes publication of an article on results of the Service, the copyright holder of materials and products submitted in the applicable Work Item is deemed to have authorized publication by F-Plat on this site and related sites.
- If there is a request by the copyright holder to revoke the consent provided by the preceding clause, F-Plat shall cancel publication on this site and related sites immediately.
12. Work Item Cancellation
- The Client as well as the Creator may cancel the Work Item before the approval of the quotation by the Client. In this case, neither the Company nor the Creator may claim nominal fees or remuneration for any reason.
- If cancellation occurs after formal order placement due to the circumstances of the Client, the Client shall discuss with the Creator the proportion of work that has occurred by the applicable time and pay the portion of the Work Item fee for that proportion of work as a cancellation fee.
- The Creator may not, except on grounds prescribed in the following clauses, cancel a work assignment contract.
- The Client, the Creator, or F-Plat may immediately cancel a work assignment contract without any notice if grounds falling within any of the following items are caused by another party;
- If there is gross negligence or a breach of trust
- If there is a suspension of payment, or if there is a petition for a provisional seizure, a seizure, an auction, the commencement of bankruptcy proceedings, the commencement of civil rehabilitation proceedings, the commencement of corporate reorganization proceedings, or the commencement of a special liquidation.
- If a disposition for failure to pay taxes or public dues has been received.
- If other significant grounds that are equivalent to the preceding items arise making it difficult to continue a work assignment contract, the Client, the Creator, or F-Plat may cancel the work assignment contract if the other party violates any of the provisions of these Terms and the other party's default on obligation is not corrected even after a formal demand establishing a reasonable time period for performance.
- The Client, the Creator, or F-Plat, in cases falling within any of the items of clause 4 or where a cancellation established in the preceding clause has been performed, forfeits the benefit of paying over a period of time as a matter of course and must immediately pay any and all monetary obligations owed the other party even without notice or demand from the other party.
13. Duty of Confidentiality
- The Client, the Creator, and the Company shall not disclose or divulge to a third party any information, documents, or the like received from a Business Partner in the Service.
However, this restriction does not apply to matters that correspond to the following items;
- Already publicly known or became publicly known.
- Already possessed personally before information was obtained, and proof can be established that this is true.
- Obtained by lawful means from a third party possessing legitimate authority.
- The disclosure of information, materials, or the like was authorized by the Business Partner.
14. Prohibitions The Creator, in using this Service, may not perform the following acts. If a prohibition is violated, the Company may suspend business with the applicable Creator and take measures such as Account deletion, a claim for damage compensation, and the like.
- Acts disclosing commission amount of the Company, or amount the remuneration of the Creator to the Client.
- In Solicitation of Quotations, acts inducing business relations that would not use the Service as an intermediary, by stating a telephone number, email address, or website address, or corresponding acts.
- In the course of Work Item Progress, acts inducing business relations that would not use the Service as an intermediary or corresponding acts.
- Acts inducing or soliciting business transactions or activity unconnected with the Service or corresponding acts.
- In a profile, in the content of a Solicitation of Quotations, in the Project Room, or the like, acts recording statements or making utterances or announcements with false content.
- Acts infringing a third party's intellectual property rights such as copyrights or trademark rights, or acts likely to be such infringements.
- Acts violating a third party's property, privacy, or publicity rights, or acts likely to be such violations.
- Acts unjustly discriminating against or defaming third parties, including the Company and the Creator, or acts damaging the reputations or trust in such entities.
- Acts assigning work with the purpose of violating the property or rights of a third party.
- Acts that are connected or are likely to be connected with a crime.
- Acts instigating a crime or violation of terms by the Creator.
- Acts improperly rewriting or erasing information stored on the Company's servers.
- Acts sending harmful computer programs to the Company's servers or to the Creator.
- Acts intentionally placing a high load on the Company's servers.
- Acts causing impediments to the Company's operations, network, or systems or acts that are likely to cause such impediments.
- Acts infringing the Company's or a Client's intellectual property rights.
- Acts that violate laws, ordinances, or public order and morality.
- Other acts that the Company determines are inappropriate.
15. Intellectual Property Rights
- All Content included in the Service is the property of the Company or Users and other content providers and is protected under the laws of Japan and applicable countries as well as international law relating to intellectual property.
- A person shall obtain consent of the Company and applicable Content copyright holders in advance if reproducing, adapting, redistributing, or transmitting to the public the Content of the Service.
- The Company may use, reproduce, adapt, or transmit to the public Content transmitted to the Company by a User in the use of the Service only if the Company has obtained consent of the User.
16. Interruption, Suspension, and Termination of the Service
- The Company may add to, change, or interrupt the Service at any time for any reason.
- If terminating the Service, the Company shall notify the User on a page in the Service at least 30 days before the Company terminates the Service.
- The Company bears no responsibility whatsoever with regard to damages that arise in the case of entry omissions, input mistakes, illegible corrupted text, or the like with respect to information in a request transmitted by a Creator where there are no grounds to attribute such responsibility to the Company.
- The Company bears no responsibility whatsoever with regard to system damages (regardless of whether hardware or software) caused by the Creator in the use of the Service.
- SSL encryption technology is employed in the Service during the input of information, but there are no guarantees by the Company with regard to security of such input. If by some chance damage is arises without negligence by the Company, the Company bears no responsibility for such damage.
- If the Client causes damage to the Company or a third party by using the Service, the Client shall provide a resolution at its own expense and on its own responsibility and compensate such damage.
- The Company bears no responsibility whatsoever with regard to damages caused by system interruptions, delays, or data loss due to malfunctions in communication lines, computers, or the like, or caused by improper accessing of data. The Company may provide appropriate information and advice to the Client, however, the Company bears no responsibility due to such action.
- The Company bears no responsibility whatsoever with regard to damages caused by violation of these Terms by the Client.
- If notice is given or a lawsuit is filed by a third party for the infringement of an applicable third party's intellectual property rights by a product delivered in the Service, the Client and the applicable Creator shall cooperate to resolve the applicable case of infringement.
18. Governing Law, etc.
- These Terms are governed by the law of Japan.
- Tokyo District Court is the exclusively agreed court of jurisdiction with regard to disputes arising due to use of the Service.
19. Changes to these Terms These Terms may change without advance notice. Further, if these Terms are changed after the occurrence of a request process in the Service, the terms at the time of the request shall be effective.