BASARAN CR Guidelines

These guidelines define the terms of engagement for creators to whom BASARAN Co., Ltd. (hereinafter referred to as “the Company”) outsources parts of work related to client company projects and sponsorships (hereinafter referred to as “Projects”).

Definitions

1. In these guidelines, the term “Creator” refers to individuals registered via the Company’s designated method, including content creators, models, and individuals performing peripheral management tasks.
2. The term “Individual Contract” refers to a contract formed for the execution of a specific project, based on these guidelines, wherein the Creator agrees to the Company’s work request (order form or similar) and confirms their acceptance of the terms.
3. “Project” refers to commissions from companies, sponsorships, or co-creation projects between creators.
4. “Activity” refers to the execution of a project by the Creator in accordance with an Individual Contract.
5. “The Community” refers to the network established by the Company for sharing information, consulting on projects, and managing requests, including the Company’s client companies and agencies.

Purpose of the Guidelines

These guidelines establish conditions to ensure that creators can work safely, preventing misconduct such as harassment, rights violations, and information leaks, and outlining conditions for registration and activities.

Creator Registration

1. Creators are registered by agreeing to these guidelines and entering the required information via the Company’s specified form, or through prescribed procedures, including Individual Contracts. The Company may require additional documents, such as a parental consent form for minors. In such cases, registration will not be completed without the submission of this form, or the registration may be canceled.
2. Once registered, the Company may contact Creators regarding project consultations. Registration does not impose any obligation to participate in activities, and participation will be handled through Individual Contracts, with the Creator’s consent.
3. The Company may present or introduce registered Creators to companies, but registration does not guarantee project assignments.

Priority of Individual Contracts

These guidelines are applied universally to all Individual Contracts. In the event of any discrepancies between the contents of an Individual Contract and these guidelines, the provisions of the Individual Contract shall prevail.

Delivery and Inspection

1. Creators must deliver the agreed deliverables by the deadline specified in the Individual Contract, following the prescribed delivery method.
2. The Company will inspect the deliverables within the inspection period defined in the Individual Contract and notify the Creator of any deficiencies in quantity, quality, etc. If no notice is provided within the specified period, the deliverables will be deemed to have passed inspection.
3. If the deliverables fail the inspection, the Creator must correct them and resubmit them within a mutually agreed deadline for re-inspection.

Activity Progress Reporting

The Company may request progress reports on activities as necessary, and Creators must promptly provide updates on the status of their activities.

Remuneration

1. When compensation is involved, the Company will pay the agreed-upon amount to the Creator’s designated bank account by the deadline stipulated in the Individual Contract. If the payment date falls on a non-business day, the payment will be made on the previous business day.
2. The costs associated with performing the activities and intellectual property rights outlined below are included in the Individual Contract’s conditions. Any additional work or expenses that arise must be pre-approved by the Company to be eligible for reimbursement.
3. If the Individual Contract is terminated prematurely, the remuneration will be calculated based on the work performed up to the termination date. However, if the termination is due to the Company’s fault, the full amount of compensation will be paid.

Intellectual Property Rights

1. The Creator guarantees that the deliverables produced during activities do not infringe on the intellectual property rights (including rights under Articles 27 and 28 of the Copyright Act), trademarks, designs, patents, or any other rights of third parties.
2. In principle, the copyright of the deliverables produced in the project belongs to the Creator. However, depending on the project, different conditions may apply, as defined in the Individual Contract.
3. The Company and its client companies obtain the usage rights for the deliverables created in the project within the scope of the Individual Contract. These rights are granted worldwide, permanently, and without royalty fees.

Subcontracting of Activities

1. Creators are not permitted to subcontract all or part of their activities to third parties without prior written approval from the Company (including electronic data such as emails).
2. Even if a Creator receives approval as stipulated in the previous clause and subcontracts part or all of their activities to a third party, the Creator remains responsible to the Company for the selection, supervision, and any actions of that third party.

Subcontracting of the Company’s Operations

The Company may subcontract part of its operations, such as Community management and project consultations with Creators, to partner companies. The subcontracted company will perform the work in accordance with the provisions of these guidelines.

Prohibited Activities

1. Creators are prohibited from engaging in the following activities:

• Any act that hinders or may hinder the operation of the Community.
• Any act that damages or may damage the reputation, trust, or dignity of the Company, the Community, or other Creators’ works, services, or brands.
• Any act that violates laws, these guidelines, or Individual Contracts.
• Any other acts deemed inappropriate by the Company.

2. Creators must take care not to cause harm to users or third parties. If a Creator causes damage, whether intentionally or negligently, they are personally responsible for dealing with the situation, and the Company and the Community shall bear no liability.

Cancellation and Termination of Registration

1. The Company reserves the right to cancel or terminate a Creator’s registration in the following cases:

• If the Creator violates these guidelines or the Individual Contract, or has violated them in the past.
• If false information is found in the registration details.
• If the Creator does not respond to multiple communications from the Company related to the Community within a certain period.
• If the Creator violates any agreed-upon terms regarding activities previously communicated between the Company and the Creator, or if the Company determines that maintaining registration is difficult.

2. Creators may terminate their registration by contacting the Company via the inquiry form on the following webpage: https://basaran.co.jp/en-post/basaran-cr-content-co-creation-partner-wanted/. However, during the term of an Individual Contract, the terms of the contract take precedence, and registration cannot be canceled during this period.
   
3. If registration is canceled or terminated as outlined in the previous clauses, the Company will delete the Creator’s registration information.

Confidentiality

1. Confidential information refers to any information disclosed in any form (written, verbal, digital, or otherwise) unless:

(1) The information was already publicly known at the time of disclosure.

(2) The information became publicly known after disclosure, through no fault of the recipient.

(3) The recipient legally obtained the information from a third party with rightful authority after disclosure.

(4) The recipient already possessed the information prior to disclosure.

(5) The information was independently developed by the recipient without reliance on the confidential information.

2. Neither party shall disclose or leak confidential information to third parties without prior consent from the other party. However, if disclosure is required by law, government orders, or court orders, the disclosing party must notify the other party in advance and limit the disclosure to the relevant authority.
3. Both the Company and the Creator may use confidential information only within the scope of these guidelines and the Individual Contract, and prior consent is required for any reproduction or modification beyond this scope.
4. Upon request, confidential information (including copies) must be promptly returned or destroyed, and a report of such actions must be submitted if requested.
5. These confidentiality obligations will remain in effect even after the termination of the registration.

Handling of Personal Information

1. The personal information of registered Creators will be managed in accordance with the Company’s privacy policy. The privacy policy can be viewed on the Company’s website.

Exclusion of Antisocial Forces

1. Both the Company and the Creator represent and warrant that neither they nor their officers are part of or affiliated with antisocial forces (such as organized crime groups) and will not engage with such groups.
2. Both parties also represent and warrant that they will not engage in any acts of violence, illegal demands, fraudulent or threatening behavior, or any conduct that disrupts business operations.
3. If either party violates or is found to have violated these clauses, the other party may immediately terminate the registration without notice.

Service Maintenance

The Company may suspend part or all activities of the Community in the following cases, and will notify Creators in advance whenever possible. However, in unavoidable circumstances, services may be suspended without prior notice. The Company is not responsible for any damage caused by such suspension to Creators, users, or third parties.

1. When necessary for planned or emergency maintenance.
2. When uncontrollable circumstances occur, such as force majeure, government actions, floods, fires, earthquakes, riots, terrorist acts, strikes, labor disputes, or issues with internet service providers or related media.
3. When the Company deems it necessary to suspend the Community’s activities for other unavoidable reasons.

Assignment of Rights

Consent to these guidelines is personal to the Creator and cannot be transferred or assigned to any third party for any reason. Any such transfer or assignment is invalid and has no legal effect.

Compensation for Damages

If either the Company or the Creator violates these guidelines or an Individual Contract and causes damage to the other party, the injured party may claim compensation. The maximum amount of compensation shall not exceed the compensation amount specified in the Individual Contract.

Governing Law and Jurisdiction

These guidelines are governed by Japanese law, and any disputes arising between the parties will be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Good Faith Consultation

If any matters arise that are not covered by these guidelines, or if there are any doubts about the interpretation of these guidelines, the Company and the Creator will resolve them through sincere discussions.

Amendments to the Guidelines

• The Company may amend these guidelines without obtaining prior consent from the Creator by providing notice or notification through the Company’s website or by any other method deemed appropriate by the Company, such as email.
• When these guidelines are amended, the revised guidelines will apply to all registrations and activities within the Community.

Established December 1, 2020
Revised March 24, 2021

BASARAN Inc.