Creator Code
Nippon Columbia Co., Ltd (hereinafter referred to as "NC") sets forth the following terms of the Creator Code (hereinafter referred to as the "Code") with respect to the Services set forth in Article 2 to be entrusted to an applicant for registration (hereinafter referred to as the "Creator").
Article 1 (Application of the Code)
- 1. The Code shall apply to all Individual Contracts regarding the Services entrusted by NC to the Creator. The Creator shall agree to the terms and conditions of the Code before performing the Services.
- 2. NC may amend the Code, in whole or in part, without any prior consent of the Creator. Prior to amending the Code, NC will notify the details of the amendment in writing (including by electromagnetic means). If the Creator does not raise any written objection within seven (7) days or commences the Services after such notice, the Creator shall be deemed to have agreed to the amendment, and the amended Code shall become effective.
Article 2 (Definitions)
- 1. "Services" means the services to be entrusted by NC to the Creator as set forth in each of the following items. Specification of each item shall be determined in detail after separate consultation between NC and the Creator.
- (1) Production of musical pieces and sound recordings
- (2) Production of sound effects
- (3) Production of sound recordings of live performances and records of live performances
- (4) Production of music scores
- (5) Any and all services incidental to any of the preceding items
- 2."Registration Agreement" means the act of an applicant for registration to register as the Creator pursuant to the Code by the method set forth in Article 3.
- 3."Individual Contract" means a contract under which NC entrusts the Services to the Creator individually pursuant to the Code after entering into the Registration Agreement between NC and the Creator.
Article 3(Registration Agreement)
- 1.The Creator shall state the prescribed matters in the registration application form (including electromagnetic records) and submit it to NC together with a copy of a photo identification document (including electromagnetic records) and other documents designated by NC.
- 2.Based on submitted registration application form and the documents designated by NC, NC shall examine whether to conclude a Registration Agreement. Upon NC's acceptance of registration of the Creator following such examination, a Registration Agreement shall be concluded by incorporating the terms and descriptions of the Code and the registration application form.
- 3.In the examination described in the preceding Paragraph, NC shall be entitled to make a decision based on the criteria of its own and, if it determines that the Creator falls under any of the following items, may reject the application of the Creator. The Creator may not raise any objections to NC's decision.
- (1) If the registration application form contains a falsehood.
- (2) If there is a risk of violation of the Code.
- (3) If the applicant has violated the Code or any other contract concluded with NC in the past.
- (4) If NC otherwise determines it would be inappropriate.
- 4.When a minor submits a registration application form, it shall be submitted after obtaining a consent of his/her legal representative (such as a person who has parental authority, hereinafter the same.) in advance. NC may reject a minor's application without a consent of his/her legal representative and, if NC makes such determination after conclusion of the Registration Agreement, may terminate the Registration Agreement. The Creator may not raise any objections to NC's decision.
- 5.In the event of any change in the matters stated in a registration application form (including the case of a merger of a juridical person), the Creator shall promptly notify NC to that effect with a document (including an electromagnetic record) which evidences the fact of such change.
Article 4(Individual Contract)
- 1.An Individual Contract shall be concluded when the Creator notifies (including by electromagnetic means) NC of his/her acceptance of a purchase order (including electromagnetic records), which will be separately issued by NC to the Creator by providing specification of the Services, entrustment period, delivery date, deliverables, delivery location, fees (hereinafter referred to as the "Entrustment Fees"), etc.
- 2.Notwithstanding the provision of the preceding paragraph, if the Creator does not give any notice to NC within seven (7) days of the issuance of NC's purchase order, a corresponding Individual Contract shall be deemed to have been concluded upon elapse of such seventh (7tn) day. Furthermore, if the Creator commences the Services without any notice to NC, the Individual Contract shall be deemed to have been concluded at the time the Creator commences the Services.
- 3.Notwithstanding the provision of Paragraph 1, an Individual Contract may be concluded by exchanging a written document with the name and seal of NC and the Creator such as a memorandum of understanding and agreement (hereinafter referred to as "Memorandum, etc.") in lieu of a purchase order and a notice of acceptance.
- 4.The Code governs the Individual Contract and, even if the Individual Contract concluded by a purchase order and a notice of acceptance sets forth different terms, the Code shall prevail over the Individual Contract. Notwithstanding the foregoing, if the Individual Contract is concluded by Memorandum, etc. pursuant to the preceding paragraph, the Individual Contract shall apply in preference to Code.
Article 5 (Delivery and Inspection)
- 1.In the event any deliverables arise in the Services, the Creator shall deliver the deliverables to NC in accordance with the Individual Contract.
- 2.NC shall inspect deliverables without delay upon their delivery and notify the result to the Creator. Provided, however, that in the event the Services fall under the Subcontract Transactions provided for in the Act against Delay in Payment of Subcontract Proceeds, etc. (hereinafter referred to as the "Subcontract Transactions"), NC shall inspect deliverables by the inspection completion date set forth in the Individual Contract and notify the result to the Creator
- 3.Notwithstanding the provisions of the preceding paragraph, if no notice is made by NC, deliverables shall be deemed to have passed the inspection. Provided, however, that in the event the Services fall under the Subcontract Transactions, deliverables shall be deemed to have passed the inspection as of the completion date of the inspection.
- 4.If deliverables pass the inspection, such date on which deliverables pass such inspection will constitute the date of receipt, on which delivery of the deliverables shall be deemed to have completed.
- 5.If deliverables fail to pass the inspection, the Creator must, in accordance with the instructions of NC, fix and adjust the deliverables at its own responsibility and expenses, and redeliver them to NC no later than the date designated by NC. In this case, NC shall re-inspect the deliverables that have been redelivered, and shall repeat the process until the deliverables pass the inspection. Provided, however, that in the event the Services fall under the Subcontract Transactions and the redelivered deliverables pass the re-inspection by NC, the date of commencement of the re-inspection shall be the date of receipt.
- 6.If deliverables fail to pass the inspection and delay the delivery date set forth in the Individual Contract, NC may claim for damages against the Creator.
Article 6 (Performance of the Services on NC’s Premises)
- 1.If deemed necessary by NC, the Creator may perform the Services on NC’s premises.
- 2.In the event the Creator performs the Services on NC’s premises pursuant to the provision of the preceding paragraph, NC shall lease or provide the Creator with such workplace, facilities, equipment, supplies, etc. as may be deemed necessary by NC.
- 3.In the event the Creator performs the Services on NC’s premises pursuant to the provision of Paragraph 1, the Creator shall comply with NC’s premises regulations, etc.
Article 7 (Person in Charge)
- 1.NC shall appoint a person in charge of the Services (hereinafter referred to as the “Person-in-Charge”) and shall notify the Creator of his/her name and department in writing (including by electromagnetic means), and the same shall apply to any change of the Person-in-Charge.
- 2.When giving instructions to the Creator on the Services, NC shall do so through the Person-in-Charge.
- 3.NC shall respect the spirit of the Labor Standards Act and other related laws and regulations in performance of the Registration Agreement, and the Creator shall conduct proper labor management in performance of the Services at its own responsibility.
- 4.NC and the Creator acknowledge that the instructions in Paragraph 2 do not constitute instructions and orders based on the employment relationship between NC and the Creator, and that NC is not liable as an employer under the Labor Standards Act and other related laws and regulations in the performance of the Registration Agreement.
- 5.The Creator shall be entitled, at its discretion, not to accept entrustment of all or any part of the Services. In this case, NC and the Creator shall, through separate consultation, change the terms and conditions of the Individual Contract, including Entrustment Fees.
Article 8 (Services Materials)
- 1.NC may lease or provide to the Creator specifications and any other materials, etc. relating to the Services (hereinafter referred to as the "Services Materials"). In this case, the Creator shall keep and manage the Services Materials with due care of a prudent manager and must not use them for any purpose other than the Services.
- 2.The Creator may reproduce or copy, in whole or in part, the Services Materials to the extent necessary for performance of the Services. In this case, the Creator shall treat the reproduced or copied Services Materials in the same manner as in the preceding paragraph.
- 3.If NC requests for the return or disposal of the Services Materials, the Creator must promptly return or dispose them. The Creator shall submit to NC a document evidencing the fact of disposal promptly after disposal of the Services Materials.
- 4.If the Creator loses or damages the Services Materials, the Creator must compensate NC for such damages.
- 5.Any and all rights related to the Service Materials shall vest in NC.
Article 9 (Report of the Services)
NC may, from time to time, request the Creator to report the progress of the Services in writing or orally (the Creator's written report is hereinafter referred to as the "Report") and the Creator must respond to such request promptly.
Article 10 (Rights)
- 1.Ownership, copyright (including the rights provided for under Articles 27 and 28 of the Copyright Act) and assumption of risk over deliverables and the Report, shall transfer from the Creator to NC as of the date of completion of delivery set forth in Paragraph 4 of Article 5 (if the Services fall under the Subcontract Transactions and its deliverables pass re-inspection of NC, as of the date of receipt as set forth in Paragraph 5 of the said Article), or the date of submission of the Report. The consideration for such transfer shall be included in the Entrustment Fees.
- 2.The Creator shall not exercise moral rights of author or moral rights of performer with regard to its deliverables and the Report.
Article 11 (Invention, etc.)
- 1. If the Creator makes an invention or a device (hereinafter referred to as "Invention, etc.") based on the Services Materials or any confidential information or upon performance of the Services, the Creator shall immediately notify NC to that effect.
- 2.The right to a patent or a utility model registration based on Invention, etc. shall vest in NC.
Article 12 (Responsibility for Performance)
- 1.In the event of any defect in the performance of the Services or any incomplete performance due to lack of due care (hereinafter collectively referred to as "Incomplete Performance"), NC may request the Creator for a performance in accordance with the spirit of the Code or the Individual Contract. Provided, however, that this shall not apply to the cases attributable to the responsibility of NC, such as the Services Materials, etc. provided by NC to the Creator.
- 2.In the event Incomplete Performance is not cured despite the Creator's reasonable efforts of correction, the Creator shall be liable for damages to NC for its losses caused by such Incomplete Performance, regardless of termination of the Registration Agreement or the Individual Contract.
Article 13 (Liability for Non-Conformity to the Contract)
- 1.For the period of 1 year from the date of completion of delivery set forth in Paragraph 4 of Article 5, the Creator must, at its own responsibility and expenses, repair and adjust any part of the deliverables that does not conform to the terms of the contract (hereinafter referred to as "Nonconformity") by the date specified by NC.
- 2.Notwithstanding the provision of the preceding paragraph, in the event NC repairs Nonconformity of deliverables, the Creator shall bear such repair cost. NC shall obtain prior approval of the Creator for such repair.
- 3.In addition to the repair and adjustment set forth in the preceding two paragraphs, NC may request for reduction of fees payable and claim for damages against the Creator.
Article 14 (Payment)
- 1.In the event no deliverable is generated in the Services, the Creator shall, without delay after completing the Services, issue to NC an invoice stating the Entrustment Fees set forth in the Individual Contract and the amount of consumption tax. NC shall pay such invoice by remittance to the bank account designated by the Creator, after deducting statutory withholding income tax, no later than the last day of the month following the month in which the invoice is received. Provided, however, that in the event the Services fall under the Subcontract Transactions and the payment due date exceeds sixty (60) days from the date of completion of the Services, the payment shall be made by a date to be fixed within sixty (60) days from the date of completion of the Services.
- 2.In the event any deliverable is generated in the Services, the Creator shall, without delay after completion of delivery set forth in Paragraph 4 of Article 5, issue to NC an invoice stating the Entrustment Fees set forth in the Individual Contract and the amount of consumption tax. NC shall pay such invoice by remittance to the bank account designated by the Creator, after deducting statutory withholding income tax, no later than the last day of the month following the month in which the invoice is received (if the Services fall under the Subcontract Transactions, no later than the last day of the month following the month in which the date of receipt set forth in Paragraph 4 or 5 of Article 5 falls).
- 3.Notwithstanding the provision of the preceding paragraph, in the event NC enters into an agreement with a third party to receive payment of royalties for deliverables, NC shall also enter into a separate agreement with the Creator to provide that the Entrustment Fees shall be the amount of such royalties paid to NC from the third party after deducting thirty percent (30%) thereof. NC shall, no later than the last day of the month following the month in which the payment is received from such third party, report the said amount to the Creator and pay by remittance to the bank account designated by the Creator. If the said amount is less than 5,000 yen, NC shall be entitled to withhold payment until the cumulative amount becomes 5,000 yen or more. Provided, however, that the Entrustment Fees shall be paid on the payment date at the end of December of each year, regardless of the cumulative amount.
- 4.In the event NC is unable to pay the Entrustment Fees due to reasons not attributable to NC such as defect in the account information provided by the Creator, NC shall not be liable for any damages even if a loss is caused to the Creator.
- 5.If NC is unable to pay the Entrustment Fees by due date, the Creator may charge NC a delinquency charge of 6% per annum (14.6% per annum if the Services fall under the Subcontract Transactions).
Article 15 (Prohibition of Re-Entrustment)
- 1.The Creator shall not re-entrust the Services, in whole or in part, to any third party without prior written consent (including by electromagnetic means) of NC.
- 2. In the event the Services are re-entrusted to any third party pursuant to the provision of the preceding paragraph, the Creator shall impose obligations equivalent to those under the Code on such third party and shall assume any and all responsibility for the acts of such third party related to the Services. The Creator shall not be exempted from the Creator's obligations set forth in the Code by such re-entrustment to a third party.
Article 16 (Intellectually Property Rights of Third Parties)
- 1.The Creator warrants that its deliverables and the Report do not infringe any patent, design right, trademark right, utility model right, copyright or other intellectual property right (hereinafter collectively referred to as "Intellectual Property Rights") of any third party.
- 2.In the event NC or the Creator receives any claim or is filed for any lawsuits from any third party based on any infringement of the Intellectual Property Rights for deliverables or the Report, NC or the Creator must immediately notify in writing to the other party to that effect. In this case, the Creator shall settle the said claim or lawsuit at its own responsibility and expenses and shall indemnify NC.
Article 17 (Confidentiality)
- 1.The Creator shall not, without prior written consent of NC, disclose or divulge to any third party or use for any purpose other than the Services the technical and business information of NS or any other information related to the Services that NC has disclosed based on the Code or Individual Contracts whether in writing, orally, or via other media or that the Creator has seen or heard on NC's premises (hereinafter referred to as "Confidential Information").
- 2.Notwithstanding the provision of the preceding paragraph, any information that the Creator can prove the information falls under any of the following items shall be excluded from the Confidential Information:
- (1) Information which is already in the public domain at the time of disclosure;
- (2) Information which becomes publicly available after disclosure without reasons attributable to the Creator;
- (3) Information which is already in the possession of the Creator at the time of disclosure;
- (4) Information obtained lawfully from a third party with a legitimate right without confidentiality obligations; or,
- (5) Information developed independently by the Creator without using Confidential Information.
- 3.Notwithstanding the provisions of Paragraph 1, in the event a court, any government agency, or any other administrative body requests disclosure of Confidential Information pursuant to laws and regulations, the Creator shall immediately notify NC to that effect and then, may respond to the said request to the minimum extent necessary.
- 4.The Creator shall not copy or reproduce Confidential Information beyond the minimum extent necessary for the purpose of the Code.
- 5.In case of termination of the Registration Agreement or the Individual Contract, or upon request of NC, the Creator must immediately return Confidential Information to NC or dispose of the same. The Creator shall submit to NC a document evidencing the fact of disposal promptly after disposal of Confidential Information.
- 6.Confidentiality obligations of the Creator set forth in this Article shall survive the termination of the Registration Agreement for the period of three years.
Article 18 (Personal Information)
- If the Creator handles personal information retained or managed by NC (hereinafter referred to as "Personal Information") in connection with the performance of the Services, the Creator shall do so in accordance with the provisions of each of the following items:
- (1) Personal information shall be managed with due care of a prudent manager and, without the written consent of NC, shall not be used for any purpose other than the Services or shall not be disclosed or divulged to, or caused to be used by, any third party;
- (2) Personal information shall not be copied or reproduced unless necessary for performance of the Services;
- (3) Necessary measures shall be taken for implementation of the obligations set forth in the preceding two items, and any instructions or guidance given by NC with respect to such measures shall be followed;
- (4) When re-entrusting the service that handles Personal Information to a third party, prior written consent of NC shall be obtained. In this case, the Creator shall impose the obligations equivalent to those under this Article before such re-entrustment to the third party, and shall assume any and all responsibilities for the handling of Personal Information by such third party;
- (5) After the occurrence of the service that handles Personal Information, status of use and management of Personal Information shall be reported to NC upon NC's request;
- (6) The Creator shall hereby permit that NC, upon prior notice to the Creator, enters the Creator's premises to inspect the Creator's management of Personal Information to the extent reasonable and by an adequate way;
- (7) In the event it is found that Personal Information is used or disclosed or divulged to a third party in violation of the provisions of Items 1 or 2, the Creator shall immediately notify NC to that effect and take measures in accordance with the instructions of NC;
- (8) In the event an accident relating to Personal Information, such as use of Personal Information for improper purposes, disclosure and divulgence to a third party, loss or falsification, occurs and any damage incurs to NC or any other third parties, the Creator shall be liable for damages;
- (9) Upon termination of the Services or upon NC's request, the Creator must return Personal Information immediately to NC or dispose the same in accordance with NC's instructions;
- (10) The Creator’s obligations set forth in this Article shall survive the termination of the Registration Agreement.
Article 19 (Termination)
- 1.NC may immediately terminate the Registration Agreement or Individual Contracts, in whole or in part, without any notice or demand to the Creator if the Creator falls under any of the following items:
- (1) In the event of a breach of any of the provisions of the Code or the Individual Contract;
- (2) In the event the deliverables are extremely low in quality and are repeatedly re-delivered pursuant to Paragraph 5 of Article 5 or repeatedly delayed pursuant to Paragraph 6 of the same Article;
- (3) In the event a third party files a petition for seizure, provisional seizure, provisional disposition, compulsory execution, auction, etc. against the Creator or the Creator receives disposition for failure to pay tax and public dues or any other taxes;
- (4) In the event a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, or specific mediation has been filed;
- (5) In the event a bill or check drawn or accepted by the Creator is dishonored;
- (6) In the event of receiving disposition for suspension of business or revocation of business license;
- (7) In the event of dealing with an anti-social force or engaging in the acts similar to the fore-mentioned, or actually belonging to an anti-social force;
- (8) In addition to any of the preceding items, any circumstance that prevents the Creator from continuing the Services or causes a significant deterioration in the economic situation has occurred.
- 2.Notwithstanding the provisions of the preceding Paragraph, NC may terminate the Registration Agreement and/or Individual Contracts, in whole or in part, at any time during the term of the Registration Agreement. In this case, NC shall pay the Creator the expenses incurred by the Creator up to the time of termination.
- 3.In the event an Individual Contract is terminated pursuant to the provisions in the preceding two paragraphs, the Creator shall, if requested by NC, deliver the deliverables (including work in process) related to the Individual Contract in question.
Article 20 (No Assignment)
The Creator shall not assign or pledge to any third party any position under the Code or any and all rights or obligations pursuant to the Code.
Article 21 (Term)
Effective Term of the Registration Agreement shall be one (1) year from the date of conclusion of the Registration Agreement. Provided, however, that the Registration Agreement shall be renewed for an additional one (1) year unless objected to in writing by either party hereto no later than one (1) month prior to the date of expiry of the period, and the same shall apply thereafter.
Article 22 (Jurisdiction)
NC and the Creator shall have the Tokyo District Court be the exclusive court of jurisdiction for the first instance for any disputes in connection with the Code or Individual Contracts.
Article 23 (Consultation)
NC and the Creator shall consult and resolve in good faith any matters not provided in the Code or any doubt arising as to the interpretation of any of the provisions of the Code.
Date established: June 1, 2020
Handling of Personal Information
Nippon Columbia Co., Ltd. (hereinafter referred to as "NC") shall handle names, addresses, telephone numbers, email addresses and financial institution account information, etc. provided by the Creator (hereinafter collectively referred to as "Personal Information") in accordance with this "Handling of Personal Information," and the Creator shall agree to such handling.
1. Person-in-Charge of Personal Information Management
NC shall strive to handle in an appropriate manner and protect Personal Information provided by the Creator in accordance with this "Handling of Personal Information" through appointment of a person in charge of Personal Information management as follows:
[Person-in-Charge of Personal Information Management]
General Manager of Finance & Administration, Nippon Columbia Co. Ltd.
2. Purposes of Use
Personal Information provided by the Creator shall be acquired and used only for the following purposes. Personal Information shall not be used for any purpose other than the Purposes of Use without consent of the Creator.
[Purposes of Use]
- ・Provision of the Competition information
- ・Communication regarding the services to be entrusted
- ・Payment of the Entrustment Fees
- ・Distribution of email updates
- ・Information on events and news
- ・Acceptance of entries for open call events and implementation thereof
- ・Distribution of advertisements (including advertisements placed by third parties)
- ・Identity verification and communication in response to inquiries
- ・Collection of questionnaire
- ・Statistical analysis and problem resolution
3. Entrustment
NC may entrust all or part of the handling of Personal Information to a third party within the scope of the Purposes of Use. In this case, NC shall select an entrustee that NC finds satisfactory in handling Personal Information in accordance with the standard set forth by NC, enter into a contract to ensure proper handling, and conduct necessary and appropriate supervision to ensure safety management of Personal Information by the entrustee.
4. Provision/Disclosure to Third Party
NC shall not disclose or provide Personal Information to any third party without a consent of the Creator except for each of the following cases:
- (1)When it is disclosed or provided in a form with which identification of the principal is impossible, such as aggregated data;
- (2)When it is made in accordance with laws and regulations;
- (3)When it is necessary for protection of life, body, or property of a person and it is difficult to obtain a consent of the principal;
- (4)When it is particularly necessary for improvement of public health or promotion of sound upbringing of children and it is difficult to obtain a consent of the principal;
- (5)When it is necessary to cooperate with a state agency or a local government, or a person entrusted from the said organizations, in their executing the affairs prescribed by laws and regulations, and obtaining a consent of the principal is likely to hinder the execution of such affairs.
5. Voluntary Provision of Personal Information and Consequences of Failure to Provide
Providing Personal Information is voluntary for the Creator. Provided, however, the Creator shall acknowledge in advance that, if necessary information is not provided, the Creator's preferences may not be fulfilled.
6. Disclosure, Correction, Addition, Deletion, Suspension of Use, and Suspension of Third Party Provision
Upon a request for disclosure, correction, addition, deletion, suspension of use, suspension of provision to a third party (hereinafter collectively referred to as "Disclosure Request, etc.") for Personal Information held by NC, NC shall respond to such request within a reasonable period and scope after confirming the person who has made the request it the principal.
7. Method of, and Contacts for, Disclosure Request, etc.
Disclosure Request, etc. for Personal Information held by NC shall be received by the following methods. If there are any unclear points regarding the method of Disclosure Request, etc., an inquiry shall be made by e-mail to the following reception desk.
[Application by e-mail]
An application shall be made by e-mail to the e-mail address of the reception desk below. After confirming the identity of the applicant with his/her registered information such as e-mail address, NC will respond to such application in writing or by others means.
[Reception Desk]
Nippon Columbia Co. Ltd. Inquiry Form
URL: https://krs.bz/columbia/m/corporateinquiry
8. Security
This form supports encrypted communications using SSL (Secure Socket Layer) to protect Personal Information.
9. Personal Information of Minors
If Personal Information of minors needs to be acquired, NC will give special consideration to the handling of Personal Information of minors, such as ensuring a consent of a legal representative (such as a person with parental authority) of the minor is obtained in advance before it is provided.
10. Miscellaneous
NC may treat Personal Information differently from the above or amend the abovementioned provisions in the event of amendment or change of laws and regulations, guidelines, etc. governing the handling of Personal Information.
Date established: June 1, 2020