Affiliate Terms of Use

Article 1 (Purpose)

1. These Affiliate Terms of Use (the "Terms") apply to Affiliates (as defined in Article 2) with respect to the use of "EYE FACTORY AFFILIATE" (the "Service"), which is managed and operated by Eye Factory Co., Ltd. (the "Company"). Affiliates use the Service upon agreeing to these Terms.

2. These Terms set out the conditions for using the Service. Every Affiliate who registers as an affiliate of the Service uses the Service in accordance with these Terms.

3. When an Affiliate agrees to these Terms, the Agreement (as defined in Article 2) is formed between the Affiliate and the Company.

Article 2 (Definitions)

The following terms used in these Terms have the meanings set out in the following items.

1. "Agreement": the contract for the use of the Service concluded between the Company and an Affiliate with these Terms as its conditions
2. "Applicant": a person who wishes to participate in the Service
3. "Affiliate": every person who has completed affiliate registration for the Service
4. "Affiliate Credentials": the ID and password of an Affiliate registered with the Service
5. "Portal": the website the Company provides as the management screen for the Service
6. "Advertiser Site": the website operated by the Company that is promoted through the Service (First Gravure (firstgravure.jp))
7. "Tracking Link": a URL for measuring results that an Affiliate issues through the "link builder" function of the Portal
8. "Affiliate Media": websites, blogs, SNS accounts and other media operated by an Affiliate
9. "User": a viewer of Affiliate Media

Article 3 (Content of the Service)

1. Under the Service, an Affiliate creates Tracking Links using the link-builder function provided by the Company and places them on the Affiliate's Media so that Users access the Advertiser Site through the Tracking Links (such access is referred to as "Referred Access"; Referred Access is limited to access resulting from a User's own direct operation). When such a User purchases a product provided by the Company (including single-item download sales and subscription registrations), the Company pays remuneration ("Commissions") according to the sales arising from that purchase and any other results specified by the Company (the "Results").

2. The Commissions under the preceding paragraph are paid by the method prescribed by the Company to the account or other destination specified in the Affiliate's account. The Company may change the payment method for Commissions at its discretion.

Article 4 (Agreement to These Terms and Participation in the Service)

1. An Applicant applies by entering the required information in the registration form prescribed by the Company and agreeing to these Terms.

2. The Company reviews the application and decides whether to permit participation. The Company may decline to approve an application at its discretion and is not required to disclose the reason for non-approval.

3. Participation in the Service is limited to individuals or corporations aged 18 or over.

4. If any registered information changes, the Affiliate shall promptly notify the Company of the change by the method prescribed by the Company. If a notice from the Company is delayed or fails to arrive because no such notification was made, the notice is deemed to have reached the Affiliate at the time it would ordinarily have arrived.

Article 5 (Use of Tracking Links)

Solely for the purpose of advertising, publicizing or promoting the sale of the Advertiser Site operated by the Company and the products sold on the Advertiser Site, an Affiliate may access the banners, logos and other promotional materials the Company provides through the Portal and may place Tracking Links on the Affiliate's Media using the link-builder function. The Company licenses the Affiliate to use the banners, logos and other promotional materials only within the scope of the purpose and methods set out in the preceding sentence, and grants no rights for use beyond that scope.

Article 6 (Commissions)

1. Commissions are calculated for each Result by the following formula.

   (Tax-exclusive sales of the Company's products purchased by Users through Referred Access, less payment processing fees) × commission rate

   Commissions are calculated on a monthly basis, and if the confirmed Commissions (including the Referral Commission set out in Article 7 and any carried-over balance arising before the calculation) reach or exceed the Minimum Payout Amount, they are paid on the 14th day of the following month. If that day falls on a Saturday, a Sunday, a holiday under the Act on National Holidays, or a day from December 31 through January 3 of the following year, payment is made on the next business day. The Minimum Payout Amount is ten thousand yen (if the Affiliate has set a higher amount, that amount is the Minimum Payout Amount), and if the confirmed Commissions do not reach the Minimum Payout Amount, the entire confirmed amount is carried over to the following month. Bank transfer fees and other costs required for the payment of Commissions are borne by the Affiliate.

2. The commission rate is set by the Company when the Affiliate's account is approved, and the standard rate is 35%. However, in accordance with Article 24 (Amendment of These Terms), the Company may change the commission rate or set different commission rates according to the type of affiliate activity, the period or timing, the Affiliate's circumstances and other factors.

3. The commission rate applicable to a Result is fixed at the time the Result arises, and even if the commission rate is changed under the preceding paragraph, the rate applicable to that Result does not change retroactively.

4. A User who purchases a product through a Tracking Link is thereafter recorded as a customer attributed to that Affiliate, and repeat purchases and recurring charges by that User are treated as that Affiliate's Results without any time limit.

5. For a User who completes only free member registration on the Advertiser Site without purchasing a product, the Company records only the Tracking Link the User used to visit the Advertiser Site and the Affiliate who placed that Tracking Link, and no Commissions arise. However, if a User who completed only free member registration later completes paid member registration or purchases a single-item download product, Commissions arise for that Result.

6. If a refund or chargeback occurs (meaning a case where the Company's product is not purchased and no Result arises, such as a payment cancellation through a credit card company), the Commission for that Result is recorded as a negative amount and deducted from subsequent payments.

7. If the Company reasonably determines that a Result arose through any act set out in the items of Article 12, Paragraph 1 or through any other wrongful means, the Company may decline to approve the Result or revoke it even after approval. In such a case, if Commissions have already been paid, the Affiliate shall promptly return them upon the Company's demand.

8. If the Affiliate is registered as a qualified invoice issuer, the Affiliate shall notify the Company of the registration number by the method prescribed by the Company. The treatment of consumption tax equivalents on Commissions is handled in accordance with laws and regulations based on the content of that notification.

Article 7 (Referral Program)

1. If an Affiliate refers a new affiliate through the Portal (a "Referred Affiliate") and the Referred Affiliate registers with the Service, the Company pays the Affiliate 10% of the Commissions generated by the Referred Affiliate as a referral commission.

2. The referral commission applies only to Referred Affiliates the Affiliate referred directly; third parties further referred by a Referred Affiliate are not covered.

3. Payment of the referral commission does not reduce the Referred Affiliate's own Commissions.

4. Whether a referral of a Referred Affiliate has been established is determined based on the information automatically recorded through the Tracking Link at the time of the Referred Affiliate's registration.

Article 8 (Management of Affiliate Credentials and Communication Equipment)

1. The Affiliate shall, at the Affiliate's own cost and responsibility, provide all equipment, means of communication, transportation and other environments necessary to receive the Service. All communication costs required to use the Service are borne by the Affiliate.

2. The Affiliate is responsible for managing the Affiliate Credentials and communication equipment. The Affiliate bears responsibility for damage caused by inadequate management of the Affiliate Credentials or communication equipment, errors in use, use by third parties and the like, and the Company bears no responsibility whatsoever unless the Company has acted intentionally or with gross negligence.

3. If there is a risk that the Affiliate Credentials or communication equipment may be used by a third party, the Affiliate shall immediately notify the Company to that effect and shall follow the Company's instructions if any are given.

Article 9 (Conditions of Providing the Service)

1. The Company may suspend or change the Service for maintenance or other reasons without notifying Affiliates.

2. The Company may, due to contracts between the Company and performers appearing in the products the Company handles (including their agencies), suspend or terminate Tracking Links and suspend or terminate the sale of products without notifying Affiliates.

Article 10 (Intellectual Property Rights)

1. Regardless of the method or form, the Affiliate may not reproduce, publicly transmit, modify or otherwise use, as provided in the Copyright Act, any of the information and content provided in the Service (collectively, the "Company Content") beyond the scope of the purpose of these Terms.

2. Copyrights, patent rights, utility model rights, trademark rights, design rights and all other intellectual property rights relating to the Company Content, and the rights to obtain registration of such rights (collectively, "Intellectual Property Rights"), belong to the Company or to the licensors that license the Company, and do not belong to the Affiliate. Regardless of the existence of Intellectual Property Rights, the Affiliate shall not copy, distribute, reproduce, forward, publicly transmit, modify, adapt or otherwise make secondary use of the Company Content.

3. If a problem arises because the Affiliate violated this Article, the Affiliate shall resolve the problem at the Affiliate's own cost and responsibility and shall take appropriate measures so as not to cause the Company any disadvantage, burden or damage.

Article 11 (Obligations of the Affiliate)

When the Affiliate carries out advertising through the use of the Service, the Affiliate shall make it clear to general consumers that the display is an advertisement of the advertiser, for example by clearly labeling it with wording such as "広告" (advertisement), "宣伝" (publicity), "プロモーション" (promotion) or "PR".

Article 12 (Prohibited Acts)

1. The Company prohibits the following acts in connection with an Affiliate's use of the Service.

   1. Acts that violate these Terms
   2. Advertising by email spam, promotion by posting to bulletin boards or the like, or any other promotional activity that constitutes a nuisance to third parties by any other method or means
   3. Registering a website that the Affiliate does not manage and operate as Affiliate Media
   4. Placing orders oneself through Tracking Links posted on one's own Affiliate Media, and, in the referral program, pretending to be a referrer by using another device or similar means
   5. Causing a Tracking Link to be loaded, or causing a User to access the Advertiser Site, by pop-ups, pop-unders, inline frames (iframe), links or images that are difficult to perceive visually, automatic forwarding (redirects), automatically executed scripts or any other technical means, without an operation such as a click or tap that the User perceives and actively performs
   6. Placing or displaying a Tracking Link in a manner that misleads Users as to whether they are clicking or tapping a Tracking Link or as to its destination
   7. Generating Results by cookie stuffing or any other method despite making no substantial contribution to the User's decision, or attributing to oneself or a third party Results that should be attributed to another Affiliate or to the Company
   8. Modifying or otherwise altering Tracking Links provided by the Company
   9. Acts that infringe, or risk infringing, the intellectual property rights, patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights or other proprietary or personal rights of the Company, the licensors that license the Company, or other third parties
   10. Acts that cause, or risk causing, disadvantage or damage to the Company or third parties
   11. Acts that unjustly damage, or risk damaging, the honor, rights or credibility of others
   12. Acts that violate laws, regulations or ordinances
   13. Acts contrary to public order and morals, acts that risk being contrary to public order and morals, or providing other Affiliates or third parties with information that risks being contrary to public order and morals
   14. Criminal acts, acts connected to criminal acts, acts that encourage them, or acts that risk any of the foregoing
   15. Providing information that is contrary to fact or that risks being contrary to fact
   16. Unauthorized access to the Company's systems, associated tampering with program code, deliberately falsifying location information, cheating through the specifications of communication equipment or other applications, distributing computer viruses, or any other act that obstructs, or risks obstructing, the normal operation of the Service
   17. Using macros or functions or tools that automate operations
   18. Acts that damage, or risk damaging, the reputation of the Service
   19. Acts that risk adversely affecting the minds and bodies of young people and their sound development (including, without limitation, placing Tracking Links or promotional materials on media whose main users are persons under 18 or on media where adult content is prohibited, or directing persons under 18 to the Advertiser Site)
   20. Using the Service while impersonating a third party, by using another Affiliate's account or any other method
   21. Acts connected, or risking connection, to crimes such as fraud, abuse of controlled substances, or the illegal sale and purchase of deposit accounts and mobile phones
   22. Acts relating to criminal proceeds, acts relating to terrorist financing, or acts suspected of either
   23. Any other act the Company judges inappropriate

2. If the Company judges that an Affiliate's act falls under any of the items of the preceding paragraph, the Company may take any or all of the following measures without prior notice.

   1. Restricting use of the Service
   2. Withholding or not paying all or part of the Commissions related to the act
   3. Expulsion through termination of the Agreement
   4. Any other measure the Company reasonably judges necessary

Article 13 (Termination)

1. The Company may terminate the Agreement and expel the Affiliate without any notice if the Affiliate falls under any of the following items.

   1. Acts that violate these Terms
   2. Cases where the registered information contains false information
   3. Cases where the Affiliate has previously been expelled by the Company
   4. Cases where the Company is informed by the Affiliate's heirs or others that the Affiliate has died, or where the Company is able to confirm the fact of the Affiliate's death
   5. Cases where a minor used the Service without the consent of a legal representative
   6. Cases where an adult ward, a person under curatorship or a person under assistance used the Service without the consent of the adult guardian, curator, assistant or the like
   7. Cases where the Affiliate does not respond in good faith to requests from the Company
   8. Any other case where the Company judges the Affiliate inappropriate

2. In addition to the cases set out in the items of the preceding paragraph, the Company may terminate the Agreement and expel the Affiliate by giving the Affiliate at least 10 days' prior notice. If the Affiliate wishes to withdraw, the Affiliate may terminate the Agreement and withdraw as of the last day of the current month through the withdrawal procedure prescribed by the Company.

3. If the Company needs to pay Commissions to the Affiliate up to the withdrawal or termination, the Company pays the Commissions by the 14th day of the month following the withdrawal or termination. If that day falls on a Saturday, a Sunday, a holiday under the Act on National Holidays, or a day from December 31 through January 3 of the following year, payment is made on the next business day. However, if the Agreement is terminated under Article 12, Paragraph 2 or Paragraph 1 of this Article, or if Commissions arose through wrongful means, the Company may decline to pay the Commissions related to the act that caused the termination or to the wrongful means.

Article 14 (No Warranty; Disclaimer)

1. The Company bears no responsibility whatsoever even if the Affiliate suffers damage because the Affiliate failed to update registered information.

2. The Affiliate shall use the Service within the scope of laws and regulations. The Company bears no responsibility whatsoever even if the Affiliate breaches Japanese or foreign laws or regulations in connection with the use of the Service.

3. The Company does not warrant that the Service will be free from interruption, discontinuation or other failures. The Company may suspend or change the Service for maintenance or other reasons without notifying Affiliates, and bears no responsibility whatsoever in such cases either.

4. Even if Affiliate Credentials are stolen through unexpected unauthorized access or similar acts, the Company bears no responsibility whatsoever for damage or the like incurred by the Affiliate as a result.

5. The Company bears no responsibility whatsoever if all or part of the Agreement is not performed due to natural disasters, upheavals, fires, strikes, trade embargoes, war, civil unrest, epidemics of infectious diseases or other force majeure.

6. Even if the Affiliate becomes involved in a dispute with another Affiliate or any other third party in connection with the use of the Service (whether inside or outside the Service), the Company bears no responsibility whatsoever, and the Affiliate shall resolve such disputes at the Affiliate's own cost and burden.

Article 15 (Liability for Damages)

1. If the Affiliate causes damage to the Company through a violation of these Terms or in connection with the use of the Service, the Affiliate shall compensate the Company for the damage incurred (including lost profits and attorneys' fees).

2. Notwithstanding any other provision of these Terms except the following Article, if the Company causes damage to the Affiliate for reasons attributable to the Company, the Company is liable to compensate that damage only within the scope set out in the following items.

   1. Where caused by the Company's intent or gross negligence: the full amount of the damage
   2. Where caused by the Company's slight negligence: limited to ordinary damage actually and directly incurred (excluding special damage, lost profits, indirect damage and attorneys' fees), and capped at the total amount of Commissions the Company paid to the Affiliate during the one year preceding the time the damage arose

Article 16 (Discontinuation of the Service)

1. The Company may discontinue providing the Service if the Company reasonably judges that the provision of the Service should be discontinued.

2. In the case of the preceding paragraph, the Company bears no responsibility whatsoever except where the Company has acted intentionally or with gross negligence.

Article 17 (Confidentiality)

1. The Affiliate shall not disclose or leak to third parties any confidential information disclosed by the Company in connection with the provision of the Service, and shall not use it for any purpose other than the use of the Service. Confidential information means the other party's technical, sales or management information disclosed in connection with the introduction of the Service, regardless of whether in documents, electromagnetic data, oral or any other form, and regardless of whether it is marked or declared confidential or its scope is specified.

2. The following information does not constitute confidential information.

   1. Information already possessed at the time of disclosure
   2. Information that was already public at the time of disclosure, or that later became public through no fault of one's own
   3. Information lawfully obtained from a third party after disclosure
   4. Information independently developed or created without relying on the disclosed confidential information

3. Notwithstanding Paragraph 1, if the Affiliate is required to disclose confidential information by laws or regulations, the rules of a financial instruments exchange, or an order of an administrative agency or a court, the Affiliate may disclose the confidential information after first notifying the Company to that effect.

4. If the Agreement ends due to the termination of the Service, cancellation of the Agreement or any other reason, the Affiliate shall promptly return or destroy the confidential information in accordance with the Company's instructions. Destruction shall be carried out by a method that makes the confidential information unusable.

Article 18 (Exclusion of Anti-Social Forces)

1. The Affiliate represents that the Affiliate is not currently an organized crime group, a member of an organized crime group, a person for whom five years have not passed since ceasing to be a member of an organized crime group, an associate member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of social campaigns, a crime group specialized in intellectual crimes, or any other person equivalent to the foregoing (collectively, "Organized Crime Members"), and that the Affiliate does not fall under any of the following items, and warrants that the Affiliate will not fall under any of them in the future.

   1. Having a relationship in which Organized Crime Members are recognized as controlling one's management
   2. Having a relationship in which Organized Crime Members are recognized as substantially involved in one's management
   3. Having a relationship recognized as improperly using Organized Crime Members, such as for the purpose of gaining a wrongful advantage for oneself, one's company or a third party, or for the purpose of causing damage to a third party
   4. Having a relationship recognized as involvement such as providing funds or favors to Organized Crime Members
   5. Having an officer or a person substantially involved in one's management who has a socially condemnable relationship with Organized Crime Members

2. The Affiliate undertakes not to perform, personally or through a third party, any act falling under any of the following items.

   1. Violent demands
   2. Unreasonable demands beyond legal responsibility
   3. Threatening speech or behavior, or the use of violence, in connection with transactions
   4. Damaging the other party's credibility or obstructing the other party's business by spreading rumors or by using fraudulent means or force
   5. Any other act equivalent to the foregoing

3. If it is found that the Affiliate is an Organized Crime Member or falls under any of the items of Paragraph 1, has performed an act falling under any of the items of the preceding paragraph, or has made a false declaration with respect to the representations and warranties under Paragraph 1, the Company may terminate the Agreement without any demand to the Affiliate, regardless of whether there are grounds attributable to the Company.

4. The Company confirms, and the Affiliate accepts, that if the Company terminates the Agreement under the preceding paragraph, the Company bears no liability whatsoever to compensate any damage the Affiliate incurs as a result.

Article 19 (Contact and Notices)

Inquiries about the Service and other communications or notices from the Affiliate to the Company, and notices of amendments to these Terms and other communications or notices from the Company to the Affiliate, are made by email or by other methods prescribed by the Company. A notice takes effect upon transmission by the Company.

Article 20 (Assignment of Position)

Neither the Affiliate nor the Company may assign, transfer, pledge as security or otherwise dispose of, to a third party, its position under the Agreement or all or part of its rights or obligations under these Terms without the other party's prior written consent. However, this does not apply to share transfers, business transfers, mergers, company splits or other reorganizations.

Article 21 (Handling of Personal Information)

Personal information in the Service is handled in accordance with the "Privacy Policy" established by the Company.

Article 22 (Severability)

Even if all or part of any provision of these Terms becomes invalid or illegal, that invalidity or illegality does not in any way affect the other provisions of these Terms or their interpretation and application, does not impair their legality and validity, and does not invalidate them.

Article 23 (Term of the Agreement)

The Agreement remains in effect from its formation until the Affiliate withdraws. The provisions of Article 6, Paragraphs 6 and 7 (Commissions), Article 10 (Intellectual Property Rights), Article 13 (Termination) Paragraph 3, Article 14 (No Warranty; Disclaimer), Article 15 (Liability for Damages), Article 17 (Confidentiality), Article 18 (Exclusion of Anti-Social Forces), Article 21 (Handling of Personal Information), Article 25 (Governing Law) and Article 26 (Agreed Jurisdiction) survive the end of the Agreement.

Article 24 (Amendment of These Terms)

1. The Company may amend these Terms at any time under Article 548-4 of the Civil Code in any of the following cases. After these Terms are amended, the amended Terms apply to the Agreement.

   1. When the amendment of these Terms conforms to the general interest of Affiliates
   2. When the amendment of these Terms does not run counter to the purpose for which the contract was made, and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content, the content itself and other circumstances of the amendment

2. When amending these Terms, the Company sets the effective date of the amended Terms and, no later than two weeks before the effective date, informs Affiliates of the content of the amended Terms and their effective date by notice to Affiliates, display within the Service or other methods prescribed by the Company.

3. Notwithstanding the preceding two paragraphs, if an Affiliate uses the Service after the amendment of these Terms is announced under the preceding paragraph, or does not take the cancellation procedure within the period prescribed by the Company, the Affiliate is deemed to have agreed to the amendment of these Terms.

Article 25 (Governing Law)

These Terms are governed entirely by the laws and regulations of Japan.

Article 26 (Agreed Jurisdiction)

The Tokyo District Court has exclusive agreed jurisdiction in the first instance over all litigation between the Affiliate and the Company.