Terms and Conditions

Introduction

These terms and conditions (“Terms of Service”, “Terms” or “Agreement”) govern Your access to and use of any Services offered by Couture K.K. (“Couture”, “We” or “Our”).

Definitions

Services

Couture offers several services and products, including:

  • Services to individuals, such as digital rights management for content creators who wish to collaborate with brands globally
  • Services to companies, enterprises operating brands that wish to understand their audience, discover content, collaborate with content creators in multiple languages and negotiate with content creators to obtain digital rights.

 

Couture offers these services and information related to its services through various channels, including:

  • Any websites or sites offered by Couture, including without limitation couture.jp, and including all subdomains, present and future (the “Website”)
  • The suite of mobile or web applications, that Couture makes available from time to time (the “Applications”)
  • The server-side technology that powers the suite of Applications (the “Platform”)

We call the Website, Applications and Platform together the “Services“. 

User

Any individuals using the Services, despite whether they are registered or not, shall be deemed as “Users“. Our Users may be split broadly into the following categories: Brand User, Content Creator User and Other User. Within these Terms, We treat Users of any type equally. This means that any references to “Brand” or “Content Creator” throughout these Terms are for informational purposes only and do not have any material impact on the applicability of the Terms (to a particular User category). The term “You” or “Your” refers to any and all Users using the Services.

Account

Depending on the Services provided by Couture to the User, the User may have an “Account” on Our Platform. In order to access to some of the features, You must create an Account via an online sign-up and/or authentication process and provide certain information about Yourself in order for Couture to deliver You the Services. Individuals who are directly accessing the Services and have an Account, are called “Authorized Users”.

Supported Media & Third-Party Services

The Services by their nature allow Our Users to connect their Account (on the Couture Platform) to various social networks related to the User. These will be referred to as “Supported Media” throughout this document. 

Our Platform may also connect to, interact with the APIs of other services developed by third parties that Couture does not own or control (“Third-Party Services”) in order to deliver The Services to Our Users. This includes, but not limited to, payment processing services, real-time push notification services, translation platforms, data analytics services, user management services, etc. When We refer to the broader Third-Party Services throughout this document, that includes the Supported Media.

Social Identity

A User may have accounts on multiple Supported Media to which the Couture Platform is connected. In order to avoid ambiguity between a User Account on Our Services and any other accounts the User may have with 3rd party services We will refer to Personal Information created, stored and maintained by a User on a Supported Medium as a “Social Identity”. Users can thus have several Social Identities, recognized by and connected to the Couture Platform.

User Content

User Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Couture by or on Your behalf in relation to the use of the Services. This includes links, posts, and excerpts, that has been made publicly available and obtained by Couture on Your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.

Campaign

All information created by Users who represent brands wishing to engage Content Creators for the purpose of creating promotional content for brands, products or services is called a “Campaign“. When We refer to User Content, this includes Campaigns.

Acceptance of Terms

By accepting the Terms, or by accessing or using the Services, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms to the exclusion of all other terms. If You do not unconditionally accept these terms in their entirety, You shall not (and shall have no right to) access or use the Services.

These terms should be read in conjunction with Couture’s “Privacy Policy”, available on Our Website: http://www.couture.jp/en/privacy-policy/. You acknowledge that these Terms constitute an agreement between You and Couture, even though it is electronic and is not physically signed by You and Couture.

Changes to the Services and the Terms

We reserve the right (but We are under no obligation) to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Services or any portion of them, including by introducing additional features or terminating others (the “Changes“), with or without notice, without liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or debugging versions of the Services. We will notify You of any material change via Our Website or by any other form prior to any material change becoming effective.

You agree that these Terms shall apply to any and all additional Services and any and all updated, modified or revised Services unless otherwise stipulated. Your continued access and/or use of the Services, following any such revisions, constitutes Your complete and irrevocable acceptance of such Changes, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by You to ensure You are aware of all terms and policies currently in effect. Should You not agree to the updated, modified, revised or modified terms, You must stop using the Services.

User rights & responsibilities

Eligibility to use the Services

In order to access to or use the Services, You must meet the following criteria and represent and warrant that You

  1. are at a legal age in Your jurisdiction of residence or
  2. otherwise have the requisite power and authority to enter into these Terms and doing so will not violate any other agreement to which You are a party;
  3. agree to provide at Your cost all equipment, software, and internet access necessary to use the Services;
  4. will not violate any rights of Couture,

You may not access or use the Services if You are a minor or if We have banned You or suspended Your Account from the Services. Authorized Users shall not include any employee or agent of any Couture competitor or any individual which is using the Services for reasons that are in competition with Couture. Couture retains the right, at its sole discretion, to deny access to anyone to the Services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms. You shall cease and desist from any such access or use immediately upon request by Couture.

User Account

You shall provide accurate details which are related and belong to You. The creation, use and access to Your Account are for personal use only and the use and safeguard of Your Account and its credentials are under Your sole responsibility. You hereby agree to notify us immediately upon any suspected or actual unauthorized access to or use of Your Account.

Acceptable use

Campaigns

The nature of the Services permit Content creators to view campaign briefs of brands. If You choose to participate in a Campaign through the Services, You may separately enter into an agreement with a Brand on such terms and conditions as may be agreed to between the Content Creator and Brand (“Contract“). The Contract may contain (a) a description of the services that will be provided, (b) compensation terms, and (c) any other terms and conditions as communicated between a Brand and Content creator through this Platform or otherwise. You understand that You are making an agreement with the Brand, and not Couture, and that Couture is not a party to and will be in no way responsible for the performance of either the Content creator or the Brand under any Contract, except for facilitating the transmission of payment from the Brand to the Content Creator on their instructions in accordance with these Terms of Service. Couture does not make any representations or warranties of any kind in respect of a Brand or a Contract. You also agree to act in good faith when negotiating and performing Your obligations under each Contract.

The Platform is provided solely (the “Acceptable Use”) to:

  1. assist You (as a Brand) to acquire digital rights over content discovered through the platform
  2. assist You (as a Brand) in measuring your social engagements (likes, shares, comments) across your Social Identities
  3. assist You (as a Content Creator) in gathering information about the various types of Campaigns available through the Services, including brand profiles, price quotes, and other information;
  4. enable Brands to post information regarding Yourself and Your social media using Your Social Identity that You have connected to Your Account;
  5. facilitate communication between Brands and Content Creators with the objective of entering into a Contract; and
  6. facilitate the transmission of payments between Brands and Content Creators under a Contract.

User Content

As a User of the Services, You herein acknowledge, understand and agree that

You are solely responsible for any and all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted, uploaded, emailed, transmitted or otherwise made available by way of Our Services. Our Services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.

Restrictions on Usage

You herein agree You shall not (directly or indirectly), and shall not permit, induce or encourage any third party (including, without limitation, any User) to:

  1. use the Services or its content for any purposes which is not Your own personal purpose;
  2. share, rent, lease, loan, resell, sublicense, distribute or otherwise transfer Your rights to any third-party or use the Services or its content to provide time sharing or similar services for any third-party;
  3. crawl, scrape or otherwise scan data or access the Services or its content in any non-human, automated manner, or use any device software and/or routine to bypass the robot exclusion headers;
  4. “frame”, “mirror” or otherwise incorporate the Services or its content or any part thereof on any commercial or non-commercial website;
  5. unless otherwise explicitly agreed to in writing by Couture, use the Services or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;
  6. copy, distribute, modify, translate, reverse engineer, decipher, decompile, disassemble or otherwise discover the source code of any software making up the Services, or create derivative works based on the Services;
  7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
  8. submit a virus, malware, Trojan horses, time bombs, or any other similar harmful software, other computer code and/or any files which have been designed to interfere, destroy and/or limit the operation of the Services, its content or harm Couture in any way;
  9. impersonate any individual or entity, including, but not limited to, any Couture employees, forum leaders, guides or hosts or falsely stating or otherwise misrepresent any affiliation with an individual or entity and/or modify, adapt or hack the Services to falsely imply any sponsorship or association with Couture;
  10. attempt to gain unauthorized access to the Services or its related systems or networks;
  11. delete or modify any data, attributions, legal notices or other proprietary designations or labels, or on any third party material contained or otherwise available therein;
  12. use the Services, or its content by itself or in conjunction with any other products to infringe upon any third party rights, including without limitation third party’s intellectual property rights, any patent, copyright, trademark, or any other proprietary rights;
  13. invade Users’ privacy in any way, or to track, collect, store, transmit or record personal information about any other User of the Services;
  14. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail”, “spam”, or any other form of solicitation or otherwise duplicative or unsolicited messages in violation of applicable law;
  15. upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, discriminatory, and/or racially, ethnically, or otherwise objectionable;
  16. cause harm to minors in any manner whatsoever;
  17. use the Services or its content to violate any law, rule, regulatory act, agreements or policies;
  18. try to use, or use the Service in violation of these Terms.

Termination & Cancellation

As an Authorized User, You may cancel or terminate Your Account and/or access to Our Services by submitting a cancellation or termination request to support@couture.jp. As an Authorized User, You agree that Couture may, at Its sole discretion without any prior written notice, immediately suspend, terminate, discontinue temporarily or permanently and/or limit Your account and access to the Services (or any part thereof), with no liability or notice to You or any other third party. The termination of Your account with Couture shall include any and/or all of the following: (a) the removal of any access to all or part of the Services offered by Couture; (b) if applicable to Your Account, the deletion of Your password, and any and all related information, files, and any such User Content that may be associated with or inside Your Account, or any part thereof (except that content stored/published on Third Party Services, which will remain on said Third Party Services pursuant to those services’ terms and conditions); and (c) the barring of any further use of all or part of Our Services. Once Your Account and all the information held therein is removed, You will not be able to recover this data. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to: (a) any breach or violation of these Terms or any other incorporated agreement, regulation and/or guideline; (b) by way of requests from law enforcement or any other governmental agencies; (c) the discontinuance, alteration and/or material modification to Our Services, or any part thereof; (d) unexpected technical or security issues and/or problems; (e) any extended periods of inactivity; (f) any engagement by You in any fraudulent, abusive or illegal activities; and/or (g) the nonpayment of any associated fees that may be owed by You in connection with Couture.

Intellectual Property protection

The Services

Couture retains all rights, title and interest in and to all patents and patent applications, inventions, copyrights, trademarks, domain names, logos, trade secrets, know-how, copyrightable materials, graphics, text, images, designs, interfaces, interactive features, specifications, methods, procedures, algorithms, data, source and object code and files, whether registered or not, and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”) related to the Services. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Services, or ownership of any Intellectual Property Rights associated therewith. Nothing in these Terms constitutes a waiver of Our Intellectual Property Rights under any law or shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect Couture’s Intellectual Property Rights.

Mobile Application License Grants

Couture hereby grants to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered Account on one mobile device owned or leased solely by You, for Your personal use.

User Content

As between You and Couture You own the information You provide Couture or input on Supported Media through the Services. You grant Couture a nonexclusive, revocable, worldwide, perpetual, unlimited, fully paid up and royalty-free right to us to use copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the foregoing described information for the sole purpose of providing the Services to You. By providing information to us or to Supported Media through the Services, You represent and warrant that You are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. The burden of determining whether any content is protected by any such right is on You.

You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions and consents necessary (a) to make such content available on or through the Service, and (b) to grant Couture the limited rights to use the content as set forth in this Agreement.

Feedback

You may from time to time provide suggestions, comments or other feedback to Couture with respect to the Services (“Feedback”). Feedback, even if designated as confidential by You, shall not create any confidentiality obligation for Couture notwithstanding anything else. You shall, and hereby do, grant to Couture a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

Disclaimers of warranties

Applicability

Some countries and jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this section may not apply to You.

Availability of the Services

Except as expressly provided herein, to the greatest extent permitted by applicable law, Couture and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly excludes and disclaims all warranties of any kind, whether express, implied, statutory, or otherwise. Without limiting the generality of the foregoing, Couture specifically disclaims all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality, and noninfringement, that its Services will meet Your requirements, or that its Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, error-free or that the Services, servers are free of viruses or other harmful components. Therefore, You should exercise caution in the use and downloading of any such software, content or materials and use industry-recognized software to detect and disinfect viruses. Couture expressly denies any responsibility resulting from hacking, tampering, or other unauthorized access or use of the Services or Your Account or the information contained therein.

Without limiting the foregoing, You understand and agree that You download or otherwise obtain content, material, data or software (including any mobile client) from or through the Services at Your own discretion and risk and that You will be solely responsible for Your use thereof and any damages to Your mobile device or computer system, loss of data or other harm of any kind that may result.

In addition, Couture does not warrant any connection to or transmission from the internet. Couture disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the service due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, error, omission, interruption, deletion, defect, delay in operation or transmission, communications failure, theft or destruction or unauthorized access to, or alteration of, user communications, problems related to the Services or its use, loss of personal content on the site, lost or undeliverable email, and for any other reason. Except as expressly provided herein, the services are provided on an “as is” and “as available” basis. Couture disclaims all liability for damages caused by any such interruption or errors in the functioning of the Services, except as otherwise expressly set forth herein. No advice or information, whether oral or written, obtained from Couture or through the Services shall create any warranty or condition not expressly stated in this agreement. Couture cannot guarantee and does not promise any specific results from use of its Services.

Mobile Applications

To use the Mobile Application You must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with Your mobile device. You acknowledge that Couture may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. Standard carrier data charges may apply to Your use of the Mobile Application.

Content

Couture does not control or vet User Content and is not responsible for what users post, transmit, or share on or through the Services. Furthermore, We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content You may encounter using the Services. Couture disclaims any and all responsibility or liability in relation to the content made available through the services, including User Content or any content or services provided by third parties. Couture shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings. Notwithstanding the foregoing, Couture reserves the right to delete, move, or edit messages or materials, including, but not limited to, Campaign briefs, advertisements, public postings, and messages, that we, in Our sole discretion, deem necessary to be removed. We do not guarantee the confidentiality of any communications made by You through the Services. Although Couture generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Services, you understand, agree and acknowledge that Couture cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services or any Campaigns.

Data Privacy

The Privacy Policy governs our treatment of any information, personal data, including personally identifiable information, You submit to us (collectively, “Personal Information”). Please note that certain information, statements, data, and content which You may submit to or through the Service may reveal your gender, ethnic origin, nationality, age, and/or other personal information about You. You acknowledge that Your submission of any information, statements, data, and content to Us is voluntary on Your part. The Privacy Policy is incorporated into this Agreement by reference.

Couture herein reserves the right to access, preserve and/or disclose Authorized User Account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for: (a) compliance with any legal process; (b) enforcement of the Terms; (c) responding to any claim that therein contained content is in violation of the rights of any third party; (d) responding to requests for customer service; or (e) protecting the rights, property or the personal safety of Couture, its Users, including the general public.

Personal Information received by Couture from the European Union (EU) in any form or format with respect to any identified or identifiable person covered by the European Union Privacy Directive, Couture agrees to comply as follows: (a) when acting in the capacity of a data processor, Couture only acts on Your instructions and does not control or share Your personal data without direction from You and (b) when acting in the capacity of a data controller, Couture will adhere to the EU Safe Harbor Privacy Principles regarding the collection, use and retention of personal information from European Union member countries.

Third Parties

Couture is not responsible or liable in any manner for any third party applications, software, viruses, etc. that are uploaded or posted through the Services, caused by Users of the Services, or that are related to the use of the Services by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized utilized in connection with the Services, including the failure of any such third-party services or supported platforms.

Limitation of Liability

Applicability

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, Couture’s liability will be limited to the greatest extent permitted by law.

Exclusion

To the maximum extent permitted by applicable law, under no circumstances or under no legal theory (whether in contract, tort, negligence or otherwise) shall Couture, its affiliates or their respective officers, its directors, employees, agents, suppliers, merchants, partners, third-party content providers or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits or property, whether monetary or physical goods, goodwill use, or data, business interruption, injury or other intangible losses resulting from hacking, tampering, other unauthorized access, the use of the Services or Your Account or the information contained therein, or the inability to use the Services, the conduct or any interactions between Users of the Services, whether online or offline, or any other aspect of this Agreement, regardless of whether Couture has been advised of the possibility of or could have foreseen such damages.

Limits on monetary damages

Notwithstanding anything to the contrary in These terms, Couture’s (including any of its affiliates) aggregate liability for damages (monetary or otherwise) under these Terms shall be limited to the payments made by You for the Services during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these Terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Couture were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these terms. Nothing in this agreement is intended to exclude or restrict or shall be construed as excluding or restricting the liability of Couture for (a) death or personal injury caused by the negligence of Couture, its employees, or its agents; (b) willful misconduct of Couture; or (c) any liability which cannot be limited or excluded by applicable law.

Indemnification

You agree to defend, indemnify and hold harmless Couture, its subsidiaries, affiliates, agents, employees, officers, partners and/or licensors from and against all claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising out of or resulting from, related to, or in connection with any of the following: (a) Your use of or access to the Services; (b) engagement You make with the Services, third party content or any portion of them; (c) fraud You commit or Your intentional misconduct or gross negligence; or (d) Your violation of any applicable law or rights of a third party or these Terms. Couture will provide You notice of any such claim, suit, or proceeding. Couture reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Couture’s defense of such matter.

General Provisions

Nature of Relationship

These Terms do not, and shall not be construed to create any partnership, joint venture, employment relationship, agency, or franchisor-franchisee relationship between the parties hereto and neither party has any authority of any kind to bind the other in any respect.

Assignment

You may not assign or otherwise transfer any of Your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Couture (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. Couture may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to You. Couture may also substitute, by way of unilateral novation, effective upon notice to You, Couture for any third party that assumes Our rights and obligations under this Agreement.

Severability & No waiver

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Governing Law

These Terms, Your relationship with Couture and/or any claim or action relating to these Terms, Couture, the Services and/or respective content or features shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in Tokyo, Japan and shall be considered to have been made and accepted in Tokyo, Japan, without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms, Your use of the Services and/or respective content shall be brought in, and You hereby consent to exclusive jurisdiction and venue in the competent courts of Tokyo, Japan, notwithstanding your domicile, residency or physical location.

Non-exclusivity

You acknowledge that the rights granted to You under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Couture’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

Force Majeure

Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Entire Agreement

These Terms, together with any service-specific terms constitutes the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, understandings and promises, whether written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. No representations or warranties have been made other than those expressly set forth herein. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions.

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