bits|terms

Terms of Use for Partner

This Terms of Use for Partner (hereinafter referred to as the "Terms") governs the relationship between Edamame Inc. (hereinafter referred to as the "Company") and its Partners (defined in Article 1) with respect to the use of the Affiliate Service (hereinafter referred to as the "Service") provided by the Company.

Article 1. Definitions
(1) Client, client site "Client" means a person who applies for the use of the Service by the method designated by the Company and intends to guide users to the website operated by the Client through the Service, and the website operated by the Client shall be referred to as the "Client Site".

(2) Partner and affiliate sites
"Partner" means a person who agrees to this Terms, and by posting information on the client's website, directs users from the website to the client's website in order to receive a fee for the results. In addition, media such as websites, apps, SNS distribution, and e-mail magazines operated by partners are called affiliate sites.

(3) User
A person who moves, or attempts to moves, to a client's site from a link on the Affiliate site.

(4) Affiliate Promotion
Affiliate Promotion means a system consisting of a client site and an affiliate site, in which users are directed from the affiliate site to the client site, and when information results as separately determined by the Company and the client are generated, the client pays the Company and the Company pays the partner a separately determined performance fee.

(5) Performance fee
The "performance fee" means the fee paid by the Company to the Partner upon the achievement of results agreed upon by the Client and the Company.

Article 2. Registration
2.1 A person who intends to become a partner (hereinafter referred to as the "Applicant") must apply for partner registration by entering certain matters specified by the Company (hereinafter referred to as "Registration Matters") on the website designated by the Company after agreeing to this Terms.

2.2 The Company shall examine the contents of the application in accordance with the Company's standards, and if the application is approved, the Company shall notify the Applicant of its decision by e-mail. The registration of the Applicant as a Partner shall be completed when the Company gives the notice set forth in this paragraph, and at that time, a contract for the use of the Service in accordance with this Terms shall be concluded between the Partner and the Company.

2.3 The Company may not approve the application of the Applicant in any of the following cases:

(1) If the eligibility for use separately specified by the Company is not met.
(2) If the Applicant has received a disposition such as suspension of use from the Company due to a violation, etc. of this Terms in the past
(3) If the registered information contains inaccurate information or false information.
(4) When we determine that the Applicant has committed or is likely to commit an act that interferes with or hinders our operation, provision of services, or use by other customers.
(5) When operating or cooperating with the operation of services similar to or competing with this service (excluding cases where it is simply used)
(6) When the Company determines that the Applicant is engaged in any kind of interaction or involvement with Antisocial Forces, etc., such as cooperating or being involved in the maintenance, operation, or management of Antisocial Forces, etc. through funds or other means.
(7) Other, if the Company deems it inappropriate.

Article 3. Management of Password and ID
3.1 Partner shall, at its own risk, appropriately manage and store the password and ID related to the Service, and shall not allow a third party to use them, or lend, transfer, change the name, buy or sell, etc.

3.2 The partner shall be responsible for any damage caused by insufficient management of the password or ID, erroneous use, use by a third party, etc.

Article 4. Partnership
4.1 The Partner may apply for a partnership with the client who wishes to post the information from the management portal provided by the Company.

4.2 The partnership shall be established when the client accepts the application set forth in the preceding paragraph, and the partner may post information on the affiliate site in accordance with the standards specified by the client.

4.3 Partner may, at Partner's discretion, terminate the affiliation with a client, even if the affiliation has been established with the client. On the other hand, the client may also terminate the partnership at the discretion of the client, and the Partner may not object to the termination of the partnership or the rejection of the partnership application by the client.

Article 5. Types of Performance fee
The types of Performance fee are as follows.
(1) Click-based type
A fee paid according to the number of times a user clicks on information posted on a partner site and is directed to a client site. provided, however, that multiple clicks by a user deemed to be the same or substantially identical within a period of 24 hours shall be deemed to be one click.

(2) Results-based type
A fee paid to a partner when a user who has been directed to a client site from an affiliate site registers as a member, purchases a product, applies for a service, or otherwise achieves a predetermined result.

Article 6. Approval of Results, Determination of Performance fee
6.1 In this Service, "Result" means the record left on the server of this Service when a User has reached the result conditions set by the Client through the Affiliate site.

6.2 The Results shall be approved or disapproved by the client based on the prescribed examination criteria.

6.3 Partner shall not be able to appeal the approval of the outcome or the result of the non-approval process.

Article 7. Method of Payment of Performance Fee
7.1 The fee for the results approved by the Client shall be paid by the Client to the Partner through the Company.

7.2 The Company shall pay the fee for the results approved by the last day of each month to the Partner by bank transfer on the 15th of the following month. However, if the 15th, which is the payment date of the performance fee, falls on a holiday of the financial institution, the payment date shall be the next business day. The bank charge shall be borne by the Company.

7.3 If payment is not made from the Client to the Company, the Company shall not pay the Partner, and the Company shall not be obligated to compensate for any damage incurred by the Partner.

7.4 If the balance of payment from the Company to the Partner is less than 1,000 yen, the Company shall suspend payment to the Partner until the cumulative amount reaches 1,000 yen.

7.5 The transfer destination account that the Partner can designate shall be limited to accounts in the Philippines, and the Company shall not be obligated to investigate and confirm the registered account information, and shall not be liable for any delay in payment due to incompleteness of the registered account information.

Article 8. Change of Promotion Conditions
The Partner acknowledges that the performance conditions such as performance fees in relation to the affiliate promotion may be changed by the Client, and may not object to this. If there is a change in the performance conditions, the Company shall notify the Partner in advance. However, this shall not apply in case of emergency.

Article 9. Changes, Deletions, and Additions to Information Materials and Linked Destinations
The Client may change, add or delete the information material posted on the Affiliate Site at any time, and the Client may also refer to the pages of the Client Site to which the User is directed from the Affiliate Site. shall be selected and determined by the Company, which may be changed, deleted or added at any time. The Partner shall not object to this.

Article 10. Maintenance of the Service
10.1 The Company may temporarily suspend the Service if it deems it necessary to regularly or urgently carry out maintenance, inspection, repair, repair, etc. of the server, software, etc. on which the Service operates, or if it is otherwise deemed necessary.

10.2 The Partner agrees in advance that the Service provided by the Company may be suspended for a certain period of time, and shall not object to the reduction of the information fee as a result, and agrees that the Company shall not be obligated to compensate for damages.

Article 11. Suspension, Change, Correction, Addition, Deletion of Service
11.1 The Company may suspend, change, modify, add or delete the Service at any time.

11.2 In the case of the preceding paragraph, the Company shall notify the Partner in advance on the website or by e-mail. However, this does not apply in case of emergency.

11.3 The Company shall not be obligated to compensate for any disadvantage or damage incurred by the Partner due to the suspension, change, modification, addition, or deletion of the Service.

Article 12. Qualifications
Partner shall meet the following conditions:

(1) have agreed to abide by these Terms and Conditions; and

(2) not operate any of the following sites

1) Adult Sites
2) Sites that are offensive to the law or public order and morals
3) Sites that promote violence or abuse
4) Sites that provide links to the sites in the preceding items

(3) Be at least 20 years of age.

(4) The information provided to the Company in connection with the Service must not be false.

(5) Have not been forcibly withdrawn from the Service in the past.

(6) Have not set any password or other restrictions on viewing the Affiliate's site.

Article 13. Prohibitions
Partner shall not perform any of the following acts.

(1) Changes to link codes and information materials, or unauthorized modification by methods other than those specified.

(2) Making unauthorized changes to the link code obtained from the management screen of the Service or the information materials provided by the Client in a manner other than the specified method.

(3) Requesting or facilitating result-generating acts.

(4) Requesting or coercing a third party to leave a click or result in order to obtain a fee for the result. (5) False acts. Actions in which the Partner, by himself/herself or in conspiracy with a third party, falsely pretends that an act that is a condition for the accrual of a performance fee has occurred.

(6) Posting information on sites other than registered sites. Posting information on sites other than those registered with the Service.

(7) Spamming. Spamming on bulletin boards, auction sites, e-mails, etc.

(8) Direct contact. To communicate directly with the client without going through us.

(9) Posting of information whose posting period has expired. Continue to post information about promotions that have expired.

(10) Violation of the client's specified conditions. Posting information that violates the conditions specified by the client.

(11) Infringement of copyrights and intellectual property rights. Acts that infringe patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, and other legal rights.

(12) Violation of laws and regulations. The contents of the affiliate site violate the Act on Unjustifiable Premiums and Misleading Representations, the Act on Securing the Quality, Efficacy and Safety of Pharmaceuticals, Medical Devices, etc. (Pharmaceuticals and Medical Devices Act), the Dating Site Regulation Act, the Child Pornography Prohibition Act, and other applicable laws and regulations, guidelines published by government agencies, etc.

(13) Other acts that the Company deems inappropriate.

Article 14. Deletion and Withdrawal of Partner Registration by the Company
14.1 In the event of any of the following events occurring to a Partner, the Company may immediately terminate the Partner's registration as a Partner without any notice. In no event shall we be liable for any compensation for any loss or damage incurred by Partner as a result of such termination under this Terms.

(1) When the Partner violates any of the provisions of this Terms.
(2) When an act in violation of laws or regulations is committed.
(3) When a petition for bankruptcy, commencement of civil rehabilitation proceedings, commencement of corporate
(4) When the Partner is in arrears with respect to taxes and public dues.
(5) When there is any other serious concern about the credit standing.
(6) When there is a reason that may damage economic or social credibility equivalent to each of the preceding items.
(7) When the qualifications stipulated in Article 12 are not satisfied.
(8) When the Company determine, based on reasonable grounds, that it is otherwise impossible to continue this Terms.

14.2 In the event of removal of a Partner's registration as a Partner under this Article, we shall forfeit any outstanding performance fees to the Partner as a penalty, and we may refuse any payment to the Partner.

Article 15. Withdrawal by Partner
15.1 The Partner may withdraw from the Service at any time by taking the procedures prescribed by the Company.

15.2 Upon completion of the withdrawal procedure set forth in the preceding paragraph, the registration as a partner will be canceled. Even if there was an alliance between the partner and the client at the time of withdrawal, it shall be automatically terminated.

Article 16. Change of Registration Information
16.1 If there is a change in the registered information, the partner must promptly update the registration information.

16.2 The Company shall not be liable for any delay in payment or other disadvantages due to the partner's failure to update the registered information.

Article 17. Privacy Policy
The Company shall handle Partner information obtained in connection with the Service in accordance with the Privacy Policy separately established by the Company, and the Partner Company agrees to this.

Article 18. Monitoring Operations
18.1 The Company will conduct monitoring work at the discretion of the Company in order to confirm that the Partner does not violate these Terms or commit fraudulent acts in accordance with these Terms.

18.2 In the event that a violation of these Terms or fraudulent acts is confirmed pursuant to the preceding paragraph, or if it is considered that there is a high probability that a violation or fraudulent act has occurred, the Company may withdraw the partner from membership.

Article 19. Transfer of Status under Service Use Agreement, etc.
19.1 The Partner shall not transfer, pledge, or otherwise dispose of all or part of the status under the contract for the use of the Service and the rights and obligations arising from the contract to a third party without the prior written consent of the Company.

19.2 In the event that the Company transfers the business related to the Service to another company, the Company may assign the status under the Service Agreement, rights and obligations under these Terms, and the Partner's registration matters and other customer information to the transferee of the business transfer in connection with the business transfer, and the Partner shall be deemed to have agreed in advance to such transfer in this paragraph. The business transfer stipulated in this paragraph shall include not only ordinary business transfers, but also company splits and any other cases in which business is transferred.

Article 20. Intellectual Property Rights
20.1 Copyrights, trademarks, and other intellectual property rights in this service shall belong to the Company or the provider of those, such as the Client.

20.2 The Partner shall use all or part of the Affiliate System and the content provided by the Company only within the scope of the permission of the Company and the Client, and shall not reprint, reproduce, publish, broadcast, publicly transmit, or otherwise infringe copyrights, etc. beyond the scope of the permission, and shall not allow a third party to perform any other act that infringes copyrights, etc.

20.3 Partner warrants that it will not infringe on copyrights, portrait rights, patent rights, utility model rights, design rights, trademark rights, or other rights owned by third parties on the Affiliate Site.

20.4 In the event of a dispute between the Partner and a third party, the Company shall not be liable at all, and if the Company suffers damage due to the dispute, the Partner shall compensate for the damage.

Article 21. Exclusion of Antisocial Forces
21.1 The Partner pledges that it will not fall under any of the Anti-Social Forces, etc. now or in the future, and that it will not have any relationship with Anti-Social Forces that falls under any of the following items now or in the future.

(1) Antisocial forces, etc. have a dominant influence on management.
(2) Antisocial forces, etc. are substantially involved in management.
(3) Unfairly using antisocial forces, etc. for the purpose of obtaining unfair profits for oneself, the company, or a third party, or for the purpose of causing damage to a third party.
(4) Involvement in providing funds, etc. or providing benefits to antisocial forces, etc.
(5) Directors, etc. or persons substantially involved in management have a socially reprehensible relationship with antisocial forces.

21.2 The Partner shall not use itself or a third party to perform any of the following acts.

(1) Violent demands
(2) Unreasonable demands beyond legal responsibility
(3) Acts of using threatening words and actions or violence in relation to transactions
(4) Spreading false rumors, using fraudulent means or force to damage the credibility of the other party, or interfering with the other party's business.
(5) Other acts equivalent to the preceding items
(3) If the Partner violates the provisions of this Article, the Company may cancel all contracts concluded between the Company and the Partner without any notice, etc. In this case, even if the partner suffers damage, it is not necessary to compensate or compensate for it. In addition, if damage occurs to the Company, the Partner shall compensate for the damage.

Article 22. Disclaimer
22.1. The Company shall not be liable for any loss or damage incurred by Partners in the use of the Service, unless such loss or damage is intentional or caused by gross negligence on our part.

22.2 The Company shall not be liable to compensate the Partner for damages incurred by the Partner in relation to the Service in excess of the amount of performance remuneration paid by the Company to the Partner in the past six months, and shall not be liable to compensate for incidental, indirect, special, future damages, and damages related to lost profits.

Article 23. Liability
In the event that the Partner causes damage to the Company or the Client (including the case where the Company is requested for damages by a third party), the Partner shall compensate for the damage, including the cost required for the Company to respond to the damage.

Article 24. Changes to these Terms
24.1 The Company may revise the changes at any time.

24.2 With regard to changes to these Terms, the effective date and contents of the amended Terms shall be posted on the management portal or on the webpage related to the Service, and if the Partner continues to use the Service after the effective date, the Partner shall be deemed to have approved the changed Terms.

Article 25. Confidentiality
25.1 Partner shall not use the technical, sales, or other business confidential information of the Company or the Client obtained in connection with the Service for any purpose other than this Agreement without prior consent to the Company, and shall not disclose or leak it to a third party.

25.2 The provisions of this clause shall remain in effect even after the termination of the agreement.

Article 26. Limitation of Warranty
The Company does not guarantee the following with respect to the Service.

(1) To continue to operate without stopping.

(2) defects arising from the Service will be restored and corrected at all times;

(3) The Service does not contain harmful items such as computer viruses.

(4) Provide sufficient security methods to secure Paragraph 3 of this Article.

(5) To display information normally without depending on the operating environment of partners and users.

Article 27. Contact and Notification
If the Company contacts or notifies the e-mail address or other contact information included in the Registration Information, Partner shall be deemed to have received such communication or notification.

Article 28. Severability
Even if any provision of these Terms of Use or part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the remaining provisions of these Terms of Use and the remaining part of the provision that is determined to be partially invalid or unenforceable shall continue to be in full force and effect.

Article 29. Governing Law
The validity, interpretation, etc. of these Terms shall be governed by the laws of the Republic of the Philippines.

Article 30. Agreement Jurisdictional Court
In the event of a dispute between the Partner and the Company in relation to the Service, the court in Manila shall be the exclusive agreement jurisdictional court of the first instance.

[Enacted on February 20, 2023]