Reseller Terms

A company (hereinafter referred to as the "Reseller") that resells the Service (as defined in Article 1) provided by X, Inc. (hereinafter referred to as the "Seller") must review and agree to the content of the following Reseller Terms (hereinafter referred to as "this Agreement"). This Agreement shall be formed upon agreement at the start of use of the reseller system. For a Reseller that has separately concluded a reseller agreement, that agreement shall prevail.

Article 1 (Definitions)

Unless otherwise provided, the following terms used in this Agreement shall have the following definitions.
⑴ "the Service" means the AI video generation service "WriteVideo" provided by the Seller (including the service after a change of name, if the name is changed).
⑵ "Service Agreement" means the agreement concerning the use of the Service concluded between a User and the Seller.
⑶ "Service Use Right" means the right of a User to use the Service under certain conditions by concluding a Service Agreement with the Seller.
⑷ "User" means a party that concludes a Service Agreement with the Seller and uses the Service.
⑸ "the Territory" means Japan.

Article 2 (Purpose of the Agreement)

1 The Seller appoints the Reseller as a non-exclusive sales agent to sell Service Use Rights to Users in the Territory, and the Reseller accepts this. Based on such appointment, the Seller grants the Reseller, during the term of this Agreement and on the conditions of this Agreement, a non-transferable, non-exclusive right to sell Service Use Rights to Users in the Territory.
2 Based on the preceding paragraph, the Reseller shall carry out sales and marketing activities for Service Use Rights to Users; provided, however, that the Reseller has no right to license the use of the Service to Users in its own name.
3 This Agreement shall not prevent the Seller from carrying out sales and marketing activities concerning the Service in the Territory.

Article 3 (Sales Support)

1 To support the sales and marketing activities of the Reseller, the Seller shall, as necessary, carry out the matters concerning the Service set out in the following items.
⑴ Creating and distributing brochures
⑵ Providing sales materials
⑶ Other assistance and guidance that the Seller deems necessary or appropriate
2 The specific content and timing of the support activities in the items of the preceding paragraph, whether they are paid or free of charge, and, if paid, the amount of consideration shall be determined by the Seller.

Article 4 (Obligations of the Reseller)

1 The Reseller shall carry out sales and marketing activities for the Service in good faith with the duty of care of a prudent manager.
2 When the Reseller uses the Seller's trade name, the trademarks, etc. of the Service in carrying out sales and marketing activities for the Service, it may use them only within the scope approved in advance by the Seller.
3 The Reseller shall endeavor to understand the functions, content and method of use of the Service, and must give appropriate and accurate explanations in carrying out sales and marketing activities for the Service.
4 In selling Service Use Rights, the Reseller must explain that a Service Agreement with the content prescribed by the Seller needs to be concluded between the Seller and the User.
5 The Reseller shall serve as the point of contact for inquiries and provision of information from Users concerning the Service. When inquiries, complaints, requests, etc. are raised by Users, the Reseller must respond to them sincerely and notify the Seller of them in a timely manner.
6 In addition to the notice in the preceding paragraph, the Seller may request the Reseller to provide requests from Users concerning the Service, the content of inquiries and other information.

Article 5 (Prohibition of Subcontracting)

1 The Reseller may not entrust all or part of the reseller business to a third party without the Seller's prior consent.
2 Where the Reseller entrusts work with the Seller's consent, the Reseller shall impose on the subcontractor obligations equivalent to the Reseller's obligations under this Agreement, and, if damage is caused to the Seller due to reasons attributable to the subcontractor, shall compensate the Seller for the damage jointly and severally with the subcontractor.

Article 6 (Changes to the Service)

1 The Seller may, at its own discretion, change the specifications or functions of the Service (including deleting part of them) or change the content of the Service Agreement, by notifying the Reseller in advance or after the fact.
2 After receiving the notice in the preceding paragraph, the Reseller shall carry out sales and marketing activities for the Service based on the content after the change.

Article 7 (Reporting of Sales and Marketing Activities)

1 The Reseller shall notify the Seller without delay of the names and other necessary information of potential Users obtained as a result of the Reseller's sales and marketing activities for the Service (hereinafter referred to as "Prospective Users").
2 The Seller shall reply without delay as to whether a Prospective User notified by the Reseller is already a Prospective User of the Seller or of another Reseller with regard to the Service. If such Prospective User was already a Prospective User of the Seller or of another Reseller, the Reseller shall have no right to receive a Sales Commission for such Prospective User.

Article 8 (Conclusion of Contracts and Sales Commission)

1 In selling Service Use Rights, the Reseller shall request the Prospective User to submit the application form prescribed by the Seller, and the Service Agreement shall be formed between the Seller and the Prospective User when the Seller has reviewed and approved such application form.
2 The Seller shall receive from the User the usage fees arising under the Service Agreement (hereinafter referred to as the "Service Fees").
3 The commission for the Reseller's sale of the Service (hereinafter referred to as the "Sales Commission") shall be as set out in the fee schedule separately set by the Seller for each order period. The fee schedule as of the conclusion of this Agreement is shown in the attached sheet.
4 Where the Sales Commission arises on the User's monthly Service Fees, the Sales Commission shall arise during the User's period of use of the Service, for a maximum of 3 years from the recognition of the sales result.
5 The Seller shall calculate the Service Fees and the Sales Commission of Users contracted through the Reseller's sales activities, closing at the end of each month, prepare a statement, and provide it to the Reseller by the end of the month after next.
6 The Seller shall pay the Sales Commission calculated in the preceding paragraph by bank transfer to the account at the financial institution designated by the Reseller by the end of the month after next following the month that includes the day on which the Seller received the Service Fees from the User. The bank transfer fees shall be borne by the Seller.
7 If the User does not pay the Service Fees, the Reseller shall have no right to receive the Sales Commission.

Article 9 (Recognition of Sales Results)

1 The sales result for a new contract shall be recognized at the time the Reseller collects the application form from the User.
However, in the following cases, it shall be recognized as the Reseller's result.
a) Where the User applies directly to the Seller and enters the Reseller's name in the referrer field of the form at the time of application
b) Where the User is one with whom the Seller held business negotiations through a referral from the Reseller, and the User concludes a contract within half a year after the negotiations (excluding Users, such as other departments of the same company, with whom the Seller obtained the first contact)

2 The sales result for an upsell contract (plan change) shall be recognized at the time the Reseller collects the application form from the User.
However, where the Seller collects the application form, it shall be recognized as the Reseller's result in the following cases.
a) A proposal to slide to a new plan in the same price range
b) Where the Reseller served as the point of contact and made the proposal, and only the collection of the application form was carried out by the Seller
c) An upsell within half a year from the start date of use

Article 10 (Handling of Disputes Concerning the Service)

1 If there is a complaint, claim for damages or other claim or assertion from a User or other third party concerning a defect in the Service or rights relating to it, the Reseller shall notify the Seller without delay, and shall respond to and handle it in good faith as the point of contact for the person making such claim or assertion.
2 The Reseller shall bear full responsibility for complaints or disputes based on the relationship between the Reseller and the User, such as delays in payment between the Reseller and the User or inappropriate explanations by the Reseller, and the Seller shall bear no responsibility whatsoever for such complaints or disputes. Furthermore, if the Seller is compelled by such complaints or disputes to pay damages or make other monetary expenditures to the User, the Reseller must compensate the Seller for that amount.

Article 11 (Exemption from Liability and No Warranty)

1 The Service shall operate only within the operating environment presented by the Seller at the time of conclusion of this Agreement, and the Seller does not warrant that the Service will operate in other operating environments.
2 The Seller does not warrant that the functions included in the Service are fit for the particular purposes of the Reseller or the User.

Article 12 (Attribution and Infringement of Intellectual Property Rights)

1 The intellectual property rights concerning the Service (meaning patent rights, utility model rights, design rights, trademark rights and copyrights; the same applies hereinafter in this Article) shall belong to the Seller or to the third party that has licensed the rights to the Seller.
2 If the Reseller receives a claim of infringement of intellectual property rights (including warnings and the filing of lawsuits; the same applies hereinafter) from a third party concerning the Service, it shall promptly notify the Seller of the fact and content of the claim.
3 In the case of the preceding paragraph, the Reseller shall give the Seller a substantive opportunity to participate in, and the right to decide on, negotiations with the third party or the conduct of litigation, and shall provide the necessary assistance.
4 If there is a risk that the Service may become unusable in the future, the Seller may take any of the following measures: ① replacement with other software that does not infringe rights, ② modification of the infringing part, or ③ acquisition of a license or right of use for continued use.

Article 13 (Limitation of Liability)

1 The scope of the Seller's liability for damages to the Reseller in connection with this Agreement shall, regardless of its cause, be limited to ordinary damage directly and actually suffered by the Reseller, and the Seller shall bear no liability whatsoever for the Reseller's loss of business opportunities, damage to credibility, malfunction of electronic equipment, damage resulting from the loss, destruction or deletion of programs or data, or lost profits.
2 Even where the Seller is liable for damages under the preceding paragraph, unless otherwise provided by laws and regulations, the total amount of damages for which the Reseller may seek relief from the Seller shall be capped at the total amount of the Sales Commission paid by the Seller to the Reseller in the past 1 month.

Article 14 (Confidentiality)

1 The Seller or the Reseller shall manage, with the care of a prudent manager, drawings, books, documents, etc. disclosed by the other party in connection with this Agreement that are marked as confidential (hereinafter in this Article referred to as "Confidential Information"; the party that disclosed Confidential Information is referred to as the "Disclosing Party" and the party that received it as the "Receiving Party"), and shall not leak or publish them to others without the prior consent of the Disclosing Party; provided, however, that where a request for disclosure with legal compulsion is made by a public authority, they may be disclosed to the extent of responding to such request, on condition that prompt notice is given to the Disclosing Party.
2 Information falling under any of the following items shall not constitute Confidential Information.
⑴ Information that was already publicly known at the time of disclosure
⑵ Information that became publicly known after disclosure through no fault of the Receiving Party
⑶ Information that the Receiving Party already held at the time of disclosure
⑷ Information that the Receiving Party lawfully obtained from a third party after disclosure without a duty of confidentiality
3 The Receiving Party shall not use Confidential Information for any purpose other than the performance of this Agreement, and shall not reproduce Confidential Information beyond the extent necessary for the performance of this Agreement.
4 The Receiving Party may disclose Confidential Information to a subcontractor only where necessary for the performance of this Agreement, in which case the Receiving Party shall impose on the subcontractor obligations equivalent to those borne by the Receiving Party under this Article.
5 The obligations under this Article shall survive for 3 years after the termination of this Agreement.

Article 15 (Term)

The term of this Agreement shall be 1 month from the date of conclusion of this Agreement; provided, however, that if neither party expresses, in writing or by email, its intention to refuse renewal by 2 weeks before the expiry of the term, it shall be extended for a further 1 month on the same conditions, and the same shall apply thereafter.

Article 16 (Cancellation)

1 The Seller and the Reseller may cancel this Agreement by giving notice in writing or by email if the other party falls under any of the following items.
⑴ When it becomes subject to attachment, provisional attachment, provisional disposition, disposition for failure to pay taxes or other disposition by public authority against important assets, or a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation
⑵ When it commences voluntary debt arrangement
⑶ When it dissolves or transfers all of its business, or a resolution to that effect is made
⑷ When it falls into a state of suspension of payments, such as when a bill or check drawn or accepted by it is dishonored
⑸ When it receives a disposition from a supervisory authority of suspension of business or revocation of its business license or business registration
⑹ Where it intentionally or through gross negligence causes damage to the other party or a third party in connection with this Agreement
⑺ When it otherwise becomes objectively clear that the performance of obligations under this Agreement is difficult
⑻ When it interferes with the business operations of the Seller or the Reseller by any means whatsoever
⑼ When it breaches the representation and warranty of not being an antisocial force set out in Article 18
⑽ When any other serious reason arises that makes it difficult to continue the relationship under this Agreement
2 If the other party breaches any provision of this Agreement, or a serious reason arises that makes it difficult to continue this Agreement due to reasons attributable to the other party (hereinafter referred to as a "Breach, etc."), and the other party does not remedy such breach within 14 days despite a demand in writing or by email, the Seller and the Reseller may cancel this Agreement.
3 When cancellation is made under the preceding paragraphs, the cancelling party may claim damages from the other party. Furthermore, the cancelled party shall automatically lose the benefit of time and must immediately repay the debts it owes to the other party.

Article 17 (Termination)

1 If the Seller finds that the continuation of this Agreement is not appropriate due to the Reseller's loss of intention or ability to sell or other reasons, the Seller may end this Agreement, even during the term of this Agreement, by notifying the Reseller in writing or by email.
2 If the Reseller, in addition to other Resellers, has a markedly high User cancellation rate, a high rate of non-payment or a high rate of trouble, and the Seller can determine that there is no improvement even after urging improvement, the Seller may end this Agreement by notifying the Reseller in writing or by email.
3 The Seller shall not be liable to compensate for damage caused to the Reseller by the end of this Agreement under the preceding paragraph.

Article 18 (Representation and Warranty of Not Being an Antisocial Force)

1 The Seller and the Reseller each represent to the other party that they themselves (including officers executing business, directors, executive officers or officers equivalent thereto) are not Antisocial Forces, etc. (meaning organized crime groups, members of organized crime groups, quasi-members of organized crime groups, persons for whom 5 years have not passed since they ceased to be members of an organized crime group, companies related to organized crime groups, corporate racketeers (sokaiya), etc., racketeers advocating social movements, etc., special intelligence violent groups, etc., quasi-organized crime groups or members of quasi-organized crime groups, and other persons similar thereto; the same applies hereinafter), and warrant that they will not fall under them in the future either.
2 If it is found that the other party (including officers executing business, directors, executive officers or officers equivalent thereto) is an Antisocial Force, etc., the Seller and the Reseller may each cancel this Agreement without any demand, notice, etc.
3 If it is found that the other party (including officers executing business, directors, executive officers or officers equivalent thereto) has a relationship with Antisocial Forces, etc. that falls under even one of the following items, the Seller and the Reseller may each cancel this Agreement without any demand, notice, etc.
⑴ A relationship in which its management is controlled by Antisocial Forces, etc.
⑵ A relationship in which Antisocial Forces, etc. are substantively involved in its management
⑶ A relationship in which it makes use of Antisocial Forces, etc., such as for the purpose of seeking unjust benefits for itself or a third party or causing damage to a third party
⑷ A relationship such as providing funds or granting favors to Antisocial Forces, etc.
⑸ Any other socially reprehensible relationship between its officers or persons substantively involved in its management and Antisocial Forces, etc.
4 If the other party (including officers executing business, directors, executive officers or officers equivalent thereto) commits, by itself or through a third party, any act falling under the following items, the Seller and the Reseller may each cancel this Agreement without any demand.
⑴ Violent demands
⑵ Demands beyond legal responsibility
⑶ Acts of using threatening words or deeds, or using violence, in connection with transactions
⑷ Acts of spreading rumors, or using fraudulent means or force, to damage the credibility of the Seller or the Reseller and persons related to the Seller or the Reseller, or to interfere with their business
⑸ Other acts equivalent to those in the preceding items
5 If the Seller or the Reseller cancels this Agreement under the provisions of any paragraph of this Article, it shall not be required to compensate or indemnify the other party for any damage caused to it, and if such cancellation causes damage to the Seller or the Reseller, the party whose Agreement was cancelled shall compensate for such damage.

Article 19 (Changes to the Agreement)

This Agreement shall be changed automatically upon renewal after the expiry of the contract term, by the Seller posting these Terms on the website (https://www.writevideo.ai/term-partner).

Article 20 (Prohibition of Assignment)

Without the prior consent of the other party in writing or by email, the Seller and the Reseller may not have a third party succeed to their contractual position under this Agreement, or assign all or part of their rights and obligations under this Agreement to a third party, cause a third party to succeed to them, or provide them as security.

Article 21 (Governing Law and Agreed Jurisdiction)

1 The governing law of this Agreement shall be the laws of Japan.
2 The Tokyo District Court shall be the exclusive agreed court of jurisdiction of first instance for all disputes concerning this Agreement.