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Skets Terms of Service

• -　This Terms of Services is provided, and reconstructed in English by excerpting the items applicable to the services made available for the use by the members who reside outside of Japan (hereinafter referred to as “Overseas Members”), for the convenience of the Overseas Members
• ｰ　The entire Terms of Service applicable to the members (“Skets/ fumu² Terms of Service” )are provided in the following website in Japanese. Please read it carefully before using the service.

• １．The purpose of this Terms of Service (hereinafter referred to as “ToS ”) is to determine the rules which the user (“User”) of the service (hereinafter referred to as the “Service”) provided through a website “Skets”, which is administered by ADDIX, Inc. (hereinafter referred to as “the Company”) shall comply with, as well as the relationship between the Company and the User.
• ２．The User shall completely understand and agree with the provisions as prescribed by this ToS and its related bylaws (collectively referred to as “Agreement”), before using the Service. Users using the Service are deemed to have agreed with compliance with the Agreement.
• ３．The Company shall reserve the right to change the Agreement without prior notification or seeking the approval from Users, and the Company and Users shall comply with the revised Agreement following the revision. The Company shall not be held liable or responsible for any damages that may occurred to Users due to the revisions made to the Agreement.

• １．Person who wishes to use the Service (hereinafter referred to as the “Prospective Member”) shall proceed with the membership registration process as prescribed by the Company after fully understanding the provisions prescribed in the Agreement, and agreeing with compliance of the Agreement.
• ２．Prospective Member shall agree to provide the latest and accurate information when proceeding with registration process, and must comply with the request to submit any documentation(s) should the person is asked to do so by the Company unless otherwise there is a justifiable ground.
• ３．Person who falls under the following items shall not register for a membership: (1) A party other than a natural person; (2) Minors (Those over the age of 18 years of age who have submitted consents by their legal guardians shall be excluded.) (3) A person who already has registered as a member. (4) A person who is or was a member of antisocial forces such as crime syndicates, and someone who actually has, or had association with antisocial forces.

  (5) A person who has domicile or residence in the countries subject to economic sanctions imposed by the UN. (6) A person whose forming of an agreement with a Client or the Company in regards to the Service is prohibited by the Foreign Exchange and Foreign Trade Act or other applicable laws and regulations within or outside of Japan, or a person requiring permission or filing by the client or the Company on such a person’s behalf. (7) Person who is subject to the prohibition of compensation or payment of the fees (inclusive of the remittance or any other means to transfer the money to such a person’s account with financial institutions, etc.) for the services delivered by the person such as services provided through outsourcing agreement based on the Foreign Exchange and Foreign Trade Act of Japan or any other applicable laws and regulations within or outside of Japan by the Client or the Company, or payment of fees, etc. requires the Client or the Company to process permission or filing by the Client or the Company.

• ４．The Company shall review the application for the membership registration submitted by the Prospective Member after the completion of the registration process in accordance with the procedure as prescribed by the Company to decide the acceptance of such membership application. Only those whose application was determined to be accepted shall be granted of the membership (those who were granted of the membership shall be hereinafter referred to as the “Member”). For those who were not granted of the membership by the Company after the review shall be notified of the rejection for the membership, however, such persons shall not object for the decision or request for the disclosure of reason of rejection.

• １．The Company shall assign the ID and password to the Prospective Member who has completed the membership registration which is required for the use of the Service. The Member shall use the ID and Password as assigned when using the Service. For those who have completed the membership registration but who were not granted of the membership after the review held by the Company, they shall not use the IDs and Passwords assigned to them and the Company shall immediately revoke the said IDs and Passwords after the decisions.
• ２．The Member shall be responsible for securely managing the ID and Password at own responsibility and the cost, and shall not let the third party (including the family member of the User; hereinafter the same applies in this article.) use either or both of ID and Password, or indicate ID and Password to the third party, or to disclose ID and Password.
• 3．The Member must notify the Company immediately to apply for the deactivation of the ID and/or the Password in case the ID and/or the Password is made known to the third party, or when the ID and/or the Password is suspected to be abused by the third party,
• 4．The Company shall not be liable or responsible for any disadvantages or damages that may incurred to the User due to the negligence in management of Member ID and/or Password. Should any damages incurred to the Company or any third party due to the negligence in management of Member ID and/or Password caused by the Member, such Member shall be liable for compensation of any damages to the Company or the third party.

Should there be any changes made to the information provided to the Company by the Member that were submitted at the time of membership registration (hereinafter referred to as “Registered Information”), the Member shall, without delay, contact the Company through the process as prescribed by the Company to apply for the change of Registered Information. This requirement shall be applied to the case where any additional changes are made to the Registered Information of the Member. The Member must always submit the required documentation(s) to the Company should such documentation(s) are requested by the Company unless otherwise there is a justifiable ground.

Article 5. (Handling of Members’ Personal Information)

• １．The Company shall handle the personally identifiable information that are included in the information provided at the time of registration (hereinafter referred to as “Members’ Personal Information”) in accordance with the privacy policy as prescribed by the Company.
• 2. The Company shall use the Member’s Personal Information for the purpose as indicated in the following items: (1) To operate the Service; (2) To provide the information determined by the Company to be beneficial to the Members, the information relating to the Company’s clients (hereinafter simply referred to as “Client”), or the information for the products and services provided by other third party; (3) To facilitate surveys including questionnaires, and to collect and analyze the outcome of the survey; (4) To verify the identification of the Member, accuracy of the Member’s Registration Information, and details of the contact, application, request, and posting, etc. (5) To handle the communication with the Member including inquiries made by the Member. (6) To contact the Member in order to obtain the agreement regarding the handling of the Member’s Personal Information.

  (7) To provide information to the Client or other third party who uses the Service.

• 3.The Member agrees that the Company may provide the Member’s Personal Information to the third party in the cases listed in the following items: (1) When providing the Member’s Personal Information of the Member who wishes to form an outsourcing agreement with, have business with, negotiate with or contact with the Client or any other third party to the applicable third party. (2) When providing the Personal Information of the applicable Member to the third party requiring such information in order to provide the desired service.

  (3) When providing Member’s Personal Information of the Member who have responded to the questionnaires as requested to them, to the Client or other third party who caused to have facilitate the said questionnaire surveys, etc.

Article 6. (Activities Prohibited for Members)

• 1. The Members shall not engage in the activities as listed in the following articles: (1) Any action offending public order and morals.as well as actions breach the provisions prescribed by the Agreement of the instructions by the Company; (2) Activity to violate the right or/and interest of other Members, the Company, the Client, or any other third party; (3) Action to interfere the Company’s operation of the Service or the use of the Service by other Members or the Client; (4) Act of providing the falsified or inaccurate Registration Information to the Company; (5) Act of proceeding with membership registration process by existing Member in order to obtain more than one membership; (6) Act of abusive use of ID and/or Password or the act to provoke the third party’s abusive use; (7) Act of not complying with the procedure to promptly contact the Company, and apply for the change of Registration Information as prescribed in Article 4; (8) Act of breaching the applicable agreements when there is an agreement between the Client and the Member through the Service in place; (9) Act of contacting or communicating with the Client through the means other than the Messages on the MyPage of “Skets” website (hereinafter referred to as “Message on MyPage” or “Message”). (Except in the case where the prior approval by the Company has been obtained.) (10) Any action that may result in each of the actions as indicated in (1) to (9) above;

  (11) Any other acts that the Company deems inappropriate.

• 2.Should the violation of any of the preceding items by the Member caused damage to the Company or other Member or the Client or any other third party, the Member shall be liable and responsible for the compensation of such damage.

Article 7. (Monitoring by the Company and Members’ Cooperation)

The Company shall be authorized to monitor the compliance status of the Agreement among Members, and applicable Member shall promptly respond in good faith to request by the Company to submit the documentation(s) as required by the Company, in case the Company exercises the authority.

Article 8. (Measures applied to the breach of provisions under the Agreement committed by Member)

• 1.Should the Member breach the provision under the paragraph 1 of article 6, and should the Company deems that said Member was inappropriate or became inappropriate as the Member, or any other cases where the Company decides necessary, the Company can suspend the use of the Service by the said Member, disable the Member ID/Password, temporary suspension of the Membership, forcible withdrawal from the Membership, and apply any other measures that may be disadvantageous to the Member without seeking approval from the Member.
• 2.The Company is not held liable or responsible for any damages that may occur to the User which may be caused by the implementation of any of the measures as prescribed in the preceding paragraph.
• 3.Should the Member causes damage to the Company and the Client or any other third party due to the cause imputable to the Member, the Member shall be responsible for compensating for such damage.

Article 9 (Suspension, Termination, etc. of the Service )

• 1. Company reserves the right to change the content of this Service, suspend or terminate this Service without seeking prior authorization from Users. The Company, in that case, shall inform the Users through the means which the Company deems appropriate, including the posting of such notice on its website “Skets” before or after such action.
• 2. The Company is not held liable or responsible for any damages that may occur to the User which may be caused by the implementation of any of the measures as prescribed in the preceding paragraph.

Article 10. (Withdrawal from Membership)

• 1. Member may withdraw from the Membership through completion of withdrawal procedures as prescribed by the Company (hereinafter referred to as “Voluntary Withdrawal”).
• 2.Should the Member choose to voluntarily withdraw from the Membership, the Company shall pay for the prescribed compensation or the fee only when such a Member claims for the payment at the time of withdrawal as prescribed by Article 17. Should the Member fail to claim for such a payment on or before the date of withdrawal from the Membership, the Member shall forfeit the right to claim the payment based on the Article 17.
• 3.The Member who was forcibly withdrawn from the membership as prescribed in the Article 8, such Member shall forfeit the right to claim the payment based on the Article 17.

Article 11. (Intellectual Property Rights Concerning the Information Comprising the Service)

Intellectual property rights concerning all of the images, texts, programs and any other information that comprise the Service are the property of the Company or other third parties, and the Members shall not use such properties without seeking prior consent by the Company or the other third parties.

Article 12. (Prohibition of actions including transferring of the rights/obligations based on the ToS)

The User shall not assign or transfer all or parts of the rights and obligations stated in this ToS (includes, but not limited to the Membership,) to any third party without seeking prior consent from the Company in writing.

Article 13. (Governing Law and Court of Jurisdiction)

• １．The rights, obligations and responsibilities based on the Agreement shall be governed by and construed in accordance with the laws of Japan.
• ２．In the event of dispute arising between the Company and the Member regarding the Service, it shall be subject to the jurisdiction at the Tokyo District Court as a court case for a first instance ToS jurisdiction.

Article 14. (Purpose and the Content of the Service “Skets” provided by the Company)

• 1.The intended purpose of the Service offered by the Company to its Members, “Skets”, is to provide the place for the Members to obtain the outsourcing assignment, etc. from the Clients.
• When the Member accepts outsourcing assignment from the Client through “Skets”, the Member shall form an outsourcing agreement directly with the Client, and the Company shall not become a party for the said outsourcing agreement,
• 3.The agreement available for the Member to form with the Client through “Skets” are limited to the outsourcing agreements (contracts to undertaking assignments), and the Member shall not have an employment contract with the Client.

Article 15. (The Process for the signing of outsourcing agreement between the Member and Client in through the competition-based scheme)

• 1. When the Client has elected competition-based scheme, the Member who wishes to enter the competition may create the work in accordance with the entry guideline as presented by the Client (hereinafter referred to as “competition guidelines”) and enter the competition by the prescribed cut-off date by submitting the work to the prescribed address based on the prescribed procedure. The Member shall produce and the submit the work at the Member’s responsibility and costs, whereas the Client and the Company shall not be responsible for any of the expenditure regarding the aforementioned.
• 2. The Member must produce the work as described in the preceding paragraph by himself/herself with the use of his/her own materials. Also, the Member shall not submit the works already submitted to the places other than the Service or the works that were already presented to the public.
• 3. When the Member’s work is a tangible material, the ownership of the submitted work shall belong to the Client or the Company. In the case where the Client or the Company, however, rejects the ownership of such submitted work, this shall not apply to such work, thus the Member who has submitted such work must promptly collect the work in accordance with the request by the Client or the Company.
• 4. The Member shall not, for whatever reason, withdraw from the entry or claim for the return of the work submitted after the submission of the works.
• 5. The Client shall select the winner among the works that were submitted by the prescribed cut-off date, by the Members, based on the prescribed process, and those conform to the Competition Guidelines. The Client or the Company shall notify such results to the Member who has produced and submitted the winning work (hereinafter referred to as “Winning Member”).
• 6. When the Client has selected the winning work set forth in the preceding paragraph, the outsourcing agreement for the production of the said work between the Client and the Winning Member deemed to have been formed.
• 7. The Company shall provide the Personal Information of the Member when the outsourcing agreement is formed between the Member and the Client pursuant to the preceding paragraph as necessary, and the Member agrees with the Company to provide such Personal Information beforehand.
• 8. The Member agrees in advance that the outsourcing assignment may be revoked due to the circumstances of the Company or the Client, and shall not claim for any forms of compensations and alike from the Client and the Company.

Article 16. (Performance of the outsourcing assignment by the Member)

• 1. The member shall comply with the laws and regulations, the Agreement, and the outsourcing agreement with the Client, and perform the assignment under the outsourcing agreement with a due care under the god manager, and contact with the Client where necessary, and complete the work by the prescribed due date, and complete the delivery of the final product where necessary.
• 2. The Member shall contact the Client regarding the performance of the assignment under the outsourcing agreement, or communicate with the Client for other matters through Message on the MyPage, and shall not use other means (includes, but not limited to telephone, and e-mail). This shall not be applicable where the prior consent in writing was obtained from the Company.
• 3. Unless otherwise provided by the outsourcing agreement between the Member and the Client, the Member shall have the work submitted inspected by the Client upon completion of the assignment under the outsourcing agreement of the delivery of the final products as prescribed in the preceding paragraph, and shall be liable for the warranty against defects for one year from the completion of the inspection.
• 4. Unless otherwise provided by the outsourcing agreement between the Member and the Client, the Member shall comply with the following items regarding the assignment under the outsourcing agreement. (1) When the assignment under the outsourcing agreement involves with final product, the ownership of the final product shall be transferred from the Member to the Client upon delivery of the product. (2) The industrial property rights (includes the right to receive such rights) concerning outsourcing assignment and the outcome of the assignment under the outsourcing agreement (regardless of the tangibility of the product; the same shall apply hereinafter), and the intellectual property rights including copyright (inclusive of the rights as prescribed under the Articles 27 and 28 of the Japanese Copyright Act), and the rights concerning the invention and devises applied to the assignment under the outsourcing agreement of the final product of the outsourcing assignment, shall be transferred to the Client from the Member at the time of the delivery of such final product (when the completion of the assignment under the outsourcing agreement is reported to the Client from the Member, where physical delivery is not applicable, and when the outsourcing agreement between the Client and the Winning Member is formed for the case of competition-based scheme). (3) The measures required for the transfer of the intellectual property rights as prescribed in the preceding paragraph shall be performed by the officers or the employees of the Member (only applicable where the Member is the legal person) whom the work was originally attributed to regarding the delivery of the final product as prescribed in the preceding paragraph (when the completion of the assignment under the outsourcing agreement is reported to the Client from the Member, where physical delivery is not applicable, and when the outsourcing agreement between the Client and the Winning Member is formed for the case of competition-based scheme). (4) In regards to the preceding item (2), the Member shall not exercise the moral right of the authors against the will of the Client, and, shall not allow the officers or employees or any other person of the Member (only applicable where the Member is a legal person) to exercise such rights. (5) The Member shall guarantee that the assignment under the outsourcing agreement and the final product of the outsourcing assignment is not violating the rights of any third parties, and should the dispute arises with a third party, the Member shall be solely responsible for resolution of such dispute by the Member’s expense, and shall not incur any damage to the Client.

  (6) The Member shall not disclose or divulge any information obtained from the outsourcing agreement formed or the assignment under the outsourcing agreement to any third party other than the Client, and shall not use such information for the purposes other than the performance of the assignment under the outsourcing agreement. The nondisclosure obligation applicable to the said Member shall survive during the period applicable to the assignment under the outsourcing agreement, as well as after the termination or the expiration of the agreement, and furthermore, even after the disqualification of the Membership.

Article 17. (Payment of the Compensation to the Members)

• 1. The compensation which the Member is entitled to receive based on the outsourcing agreement between the Member and the Client, the Member shall entrust the Company for the receipt of such payment, and the Company shall make the amount of compensation based on the said outsourcing agreement available to respond to the payment request to be claimed by the member based on the following paragraph within 7 (seven) days when the Company receives the notification of completion of the inspection by the Client (when the selection of the winning work by the Client is notified with the case of the competition-based scheme.)
• 2. The Member can only claim for the payment of the compensation for the work when the total amount of compensation exceeds JPY5,000 (only those amount outstanding). The Member shall be charged the amount equivalent of the 3.9% of the amount to be claimed by the Member plus JPY40 as the handling charge for remittance per payment.
• 3. Should the Member claim the payment as prescribed in the preceding paragraph, the Company shall make remittance of the total amount for the compensation after the remittance handling charges as prescribed in the preceding paragraph, and the taxes including withheld tax to the PayPal account held by the Member as specified by the Member in Japanese Yen on the 15 of the month after the next month of the date such payment was claimed (the next business day when the said date falls on Saturday, Sunday, or the Holidays). Should the additional cost regarding the deposit of the payment caused by the inaccurate information such as the error in the name of the account holder, account number, etc., the Member shall bear such cost, and the Company shall deduct such amount immediately from the total amount of the compensation amount for the Member as prescribed in the preceding paragraph. The costs and losses derived from conversion of currency shall be bored by the said Member. Should the income tax required to be withheld, it shall be processed by the Client, thus the Company shall not be responsible for such process.
• 4. In case where the Member did not claim for the payment in accordance with the paragraph 2 of this article by the date 1 year from the last date when the Member earned the compensation amount as prescribed in the paragraph 1 of this article, regardless of the provisions in the paragraph 2 of the preceding article, the right to claim for the total compensation amount and the total fees shall forfeited.
• 5. The Member shall not receive payment for the compensation based on the outsourcing agreement from the Client other than the means as prescribed in this Article.

Article 18. (Waiver of liability applied to the Company regarding the outsourcing agreement between the Member and the Client)

• The Company shall not be liable or responsible for any matters whatsoever regarding the outsourcing agreement formed between the Member and the Client.
• The Member shall, in case of the dispute arose between the Member ad the Client or the third party, resolve such dispute regarding the outsourcing agreement formed with the Client, without any damage to the Company.
• 3. In case where the Company, regardless of the provisions under the preceding paragraph, decides that the dispute between the Member and the Client or the third party must be resolved by the Company, any damages or the expense incurred to the Company (including attorney’s fees) shall be boar by the Member.
• 4. The Company shall not guarantee the accuracy, legality, appropriateness, reliability, etc. of any or all of the information provided by the Member or the Client. The Company assumes no responsibility for any damages occurred to the Member by the use of any of those information

End of ToS
Prescribed on March 17, 2014