These Terms of Service (these "Terms") set forth the conditions for the use of the "DTM Product PR and Tutorial Video / Article Production Service" (the "Service") provided by Sleepfreaks Inc. ("we," "us," or "our").
Chapter 1 General Provisions
Article 1 (Definitions)
In these Terms, each of the following terms has the meaning set forth in the corresponding item.
① "Service" ... the service that we provide under the name "DTM Product PR and Tutorial Video Production Service" and that is subject to these Terms. Its specific content is set forth in Chapter 2.
② "User" ... not only a contracting party to the Service, but any person who is considering using, currently uses, or has used the Service in the past, including any person viewing these Terms.
③ "Our Staff" ... our officers, or our employees, or staff who are contractors under a business consignment agreement.
④ "Product" ... the DTM- or music-production-related product that the User designates as the subject of the Service.
⑤ "Deliverables" ... the videos, articles, thumbnail images, music, and other work product that we create under the Service.
⑥ "Media" ... the media on which we publish the Deliverables, as set forth in Article 5.
Article 2 (Nature of these Terms and Relationship with Individual Agreements)
1. These Terms constitute the content of the contract between the User and us regarding the Service.
2. The Service is intended for businesses; we do not accept applications from individuals (consumers).
3. If a quotation submitted by us to the User, a purchase order submitted by the User to us, or a memorandum separately concluded by both parties (collectively, "Individual Agreement") contains provisions that differ from these Terms, the provisions of that Individual Agreement shall prevail.
Chapter 2 The Service
Article 3 (Content of the Service)
1. Under the Service, we plan and produce videos or articles concerning the Product and publish them on the Media.
2. The form of the Service shall be one of the following, as determined in the Individual Agreement.
① Video production (including production of an article on our website)
② Article production only
3. In the case of ① of the preceding paragraph, the video specifications shall be one of the following.
① Short video ... up to 3 minutes, vertical (9:16), resolution 1080×1920
② Standard video ... up to 25 minutes, horizontal (16:9), resolution 1920×1080
4. The production style of the video shall be, depending on the nature of the Product, either desktop-screen-focused production or live-action-focused production, or a combination thereof.
5. If a standard video is expected to exceed the length set forth in Paragraph 3② by 5 minutes or more, we will consult with the User separately.
6. The provisions of Paragraphs 3 through 5 do not apply in the case of the form of Service set forth in Paragraph 2②.
Article 4 (Determination of Planning, Composition, and Expression)
1. The planning, composition, direction, music used, titles, thumbnails, article headings, and body text of the Deliverables shall be proposed and finally determined by us, in consultation with the User. The costs of planning are included in the fee for the Service.
2. We regard sincerity toward viewers and readers as the foundation of the value of the Service. Accordingly, we may, to the extent we deem necessary, refer not only to the strengths of the Product but also to points to note, its suitability or unsuitability, and how it is best used in relation to other products or methods. The User shall respect this independence of expression.
3. Notwithstanding the preceding paragraph, if any part of the Deliverables falls under any of the following items, the User may request us to correct it, and we will promptly make such correction. This correction shall not be counted toward the number of revisions set forth in Article 6, Paragraph 2.
① When there is a clear factual error or misstatement regarding the specifications, supported environment, price, or the like of the Product
② When information that the User had notified us in advance was to be kept unpublished is included
③ When there is a risk of violating laws, guidelines of supervisory or other authorities, or administrative guidance
④ When there is a risk of infringing the rights of a third party
4. The User may not designate which of Our Staff appear in the Deliverables.
5. We may engage a third party (such as a music creator) as a performer when we deem it necessary for the planning. In this case, the performance fee shall be borne by us unless expressly stated in the quotation in advance.
Article 5 (Media and Period of Publication)
1. We will publish the Deliverables, according to their type, on the following Media.
① Our website (https://sleepfreaks-dtm.com/ )
② Our YouTube channel (https://www.youtube.com/@sleepfreaks )
③ The X account we operate (https://x.com/SLEEPFREAKS_DTM)
2. We will endeavor to keep the Deliverables published continuously, without setting a publication deadline. However, we are not obligated to continue publication permanently, and we may make all or part of the Deliverables private or delete them in the following cases.
① When the sale, provision, or support of the Product has ended
② When the content of the Deliverables no longer matches the current situation due to changes in the Product's specifications or the like
③ When we receive a claim of rights infringement or the like from a third party
④ Due to a change of terms, a decision, or a measure by the platform operator of the Media
⑤ Due to laws, administrative guidance, or other equivalent grounds
⑥ Due to a renewal, system migration, or other operational reasons of our website
3. When making the Deliverables private or deleting them under the preceding paragraph, we will endeavor to notify the User in advance to the extent possible. In this case, we shall not be obligated to refund the fee.
4. We do not guarantee the exposure, number of views, number of reads, number of clicks, or other results of the Deliverables.
Article 6 (Confirmation and Revision of the Deliverables)
1. Prior to publishing the Deliverables, we will present a first draft to the User for confirmation.
2. After the first draft is presented, the User may request revisions regarding expression, composition, direction, and the like up to two (2) times free of charge.
3. For revision requests falling under the following, we may charge an additional fee upon separate quotation, and we may be unable to accommodate them due to production-process constraints.
① Revisions that significantly change the direction of the planning or composition
② Revisions requiring re-shooting or re-recording
③ Revisions exceeding the number set forth in the preceding paragraph
④ Revisions arising from a lack or error in information that the User should have provided in advance
4. The User shall notify us of any revision request or approval within seven (7) business days from the date the first draft is presented (or within two (2) business days if an expedited-delivery option is used). If there is no contact within that period, we may deem the Deliverables approved and proceed with the publication process.
Article 7 (Delivery Deadline and Publication Schedule)
1. The delivery deadline and scheduled publication time of the Deliverables shall be determined in the Individual Agreement.
2. The User may designate the desired month of publication (but not the specific date and time). However, we may be unable to accommodate the request due to our schedule or other circumstances.
3. We shall not be liable if the delivery deadline or publication time changes due to the following.
① When receipt of the Product, license information, materials, or other items we have designated is delayed
② When the exchange of revisions under Article 6 takes time
③ When the Product has a defect or the operating environment is not in place, causing hindrance to verification or shooting
④ Other reasons not attributable to us
4. We complete our work regarding the Service by publishing the Deliverables on the Media.
Article 8 (Provision of the Product and Materials)
1. The User shall provide the Product to us by the date we designate, by the following methods.
① Software product ... installer, license, manual, and other necessary information
② Hardware product ... one (1) unit of the product shall be sent to us. Shipping costs shall be borne by the User.
2. At our request, the User shall provide the official notation of the product name, logo data, product images, prices, release date, supported environment, link URLs, and other information necessary for production, and shall be responsible for the accuracy of such content.
3. After production is completed, we will handle the provided Product as follows.
① Software product ... we will uninstall it if the User so wishes.
② Hardware product ... we will promptly carry out return procedures, with shipping costs borne by us. We will select the delivery method we deem appropriate, but we shall not be liable for accidents during delivery.
4. Notwithstanding the preceding paragraph, with the User's consent, we may continue to retain the Product and use it in our lessons, articles, videos, and other business activities.
5. We will handle the loaned Product with the care of a good manager, but we shall not be liable for wear associated with normal use or for damage due to reasons not attributable to us.
Article 9 (On-Location Filming)
1. If the User wishes for filming at a location designated by the User (on-location filming), a separate fee applies.
2. For on-location filming outside the 23 wards of Tokyo, transportation and accommodation costs shall be borne by the User at actual cost.
3. Securing the filming location, obtaining permission to use the facility, and obtaining consent from subjects and third parties necessary for on-location filming shall be carried out under the responsibility and at the expense of the User.
Chapter 3 Fees
Article 10 (Fees for the Service)
1. The fees for the Service shall be calculated based on the fee structure set forth on our quotation page (https://sleepfreaks-dtm.com/movie-quote-en/ ), according to the type of video, the type of Product, the production style, and the selected options, and shall be finalized in the Individual Agreement.
2. Due to the nature of the Product, if preparation, verification, or shooting requires a significant amount of time, we may consult with the User separately.
3. The costs of music, samples, and other production materials used in producing the Service are included in the fee for the Service.
4. If, after the contract is formed, the User requests a change of specifications, addition of options, expansion of the scope of production, or the like, we will quote an additional fee, and the fee shall be changed by mutual agreement.
Article 11 (Payment Method)
1. We will send an invoice to the User by the last day of the month in which the Deliverables are published. The User shall pay the fee by bank transfer by the last day of the following month (provided that the due date may be separately negotiated).
2. Transfer fees shall be borne by the User. In the case of remittance from overseas, remittance fees, intermediary-bank fees, and foreign-exchange costs shall all be borne by the User, and the fee shall be paid in Japanese yen.
3. We support the issuance of qualified invoices and receipts.
4. If the User delays payment of the fee, we may withhold all work regarding the Service until payment is confirmed. We shall not be liable for any resulting delay in delivery or publication time.
Article 12 (Cancellation After Contract Formation)
1. After the contract is formed, the User may cancel use of the Service by notifying us in writing or by email. In this case, the User shall pay us a cancellation fee according to the following classification.
① Before we begin planning ... free of charge
② After we present a planning or composition proposal, but before we begin shooting or writing ... 30% of the fee
③ After we begin shooting or writing, but before presenting the first draft ... 50% of the fee
④ After presenting the first draft ... 100% of the fee
2. In addition to the preceding paragraph, if cancellation is made after on-location filming has been arranged, the User shall bear in full the actual expenses already incurred, such as transportation, accommodation, and facility-usage fees.
3. The Service is intended for businesses and is not subject to cooling-off.
Chapter 4 Rights and Handling of Information
Article 13 (Intellectual Property Rights)
1. The copyright (including the rights under Articles 27 and 28 of the Copyright Act of Japan) and all other intellectual property rights in the Deliverables shall be reserved entirely to us.
2. Notwithstanding the preceding paragraph, the rights to the Product itself and to the materials provided by the User (logos, product images, materials, etc.) shall be reserved to the User or the rightful holder.
3. We are not obligated to provide the User with the music, project data, or filming materials (including unused portions) created in the course of producing the Deliverables. If you wish to obtain these, please consult us separately.
4. We may present the Deliverables as our track record and use them in our lessons, teaching materials, articles, and other business activities.
Article 14 (Use of the Deliverables by the User)
1. The User may perform the following acts without our prior consent.
① Introducing the URL of a video or article we have published on the User's own website, social media, email newsletter, or the like
② Placing embedded playback using YouTube's standard functionality on the User's own website or the like
2. For the following acts, the User must obtain our prior written consent (including by email). We will consent within a reasonable scope, and may set a separate usage fee as necessary.
① Downloading or copying the video file for use
② Reposting or re-uploading it to the User's own channel or to media other than ours
③ Clipping, editing, translating, adding subtitles to, or otherwise modifying the video or article
④ Using it as material for paid advertising (web ads, social-media ads, etc.)
⑤ Screening or displaying it at exhibitions, storefronts, events, or the like
⑥ Sublicensing use to a distributor, overseas headquarters, affiliate, or other third party
3. When using the Deliverables with the consent under the preceding paragraph, the User shall indicate our name or channel name as the source.
Article 15 (Confidentiality and Information Release Date)
1. We will keep the business and technical information disclosed by the User confidential, will not use it for any purpose other than performing the Service, and will not disclose or leak it to any third party.
2. The User will not, without cause, disclose or leak to any third party, for any purpose other than performing the Service, our business and technical information learned in connection with the Service.
3. When the subject is an unreleased Product, the User shall specify the information release date in advance in writing or by email. We will not publish information about the Product until the specified release date. If no release date is specified, we shall not be restricted as to the publication time.
4. At the User's request, a confidentiality agreement separate from the Service may be concluded.
Article 16 (Indication of Advertising)
1. We will appropriately indicate that the Deliverables are advertising or promotion, in accordance with Article 5, Item 3 of the Act against Unjustifiable Premiums and Misleading Representations (the so-called stealth-marketing regulation) and related guidelines, as well as the rules of the platform operator of the Media.
2. The User shall not object to the indication in the preceding paragraph, and we cannot accommodate any request to omit or obscure such indication.
Chapter 5 Formation and Termination of Contract
Article 17 (Formation of the Service Contract)
1. The User shall apply via our production-request form or a method prescribed by us.
2. We will confirm the content of the User's application, present a quotation, and consult with the User as necessary; the contract regarding use of the Service described in these Terms (the "Contract") is formed between the User and us when we accept the User's expression of intent to order (submission of a purchase order, approval of the quotation, or equivalent contact by email).
3. The User is deemed to have agreed to these Terms upon application.
Article 18 (Cases of Refusal and Screening Criteria)
1. We may refuse a request if we determine that it falls under any of the following.
① When we determine that, due to the nature of the Product, the video would significantly exceed the length set forth in Article 3, Paragraph 3
② When the Product or the User's business violates, or risks violating, laws, guidelines of supervisory or other authorities, administrative guidance, or public order and morals
③ When it infringes, or risks infringing, the copyright, trademark, or other rights of a third party
④ When the content is false or exaggerated, or risks causing factual misunderstanding
⑤ When it directly competes with a service we operate
⑥ When it risks damaging the credibility or brand image of us or our services
⑦ When it affirms or glorifies crimes such as violence, gambling, drugs, or prostitution
⑧ When response is difficult due to our schedule or production system
⑨ Any other case where we determine that the Product or the content of the request is inappropriate
2. We may make the determination in the preceding paragraph regardless of whether before or after the contract is formed. When refusing after the contract is formed, we will refund the fee received, except for the cost corresponding to the process already begun. However, in a case falling under ② through ⑦ of the preceding paragraph, we shall not be obligated to refund.
Article 19 (Termination of Contract)
1. If the User falls under any of the following, we may, without any notice or other procedure, immediately terminate all or part of the Contract or suspend publication of the Deliverables. In this case, we shall not be obligated to refund the fee already paid by the User.
① When the User violates any provision of these Terms and, despite a demand specifying a period of seven (7) days or more, fails to remedy the violation within that period, or when the violation cannot by its nature be remedied
② When the User violates Article 15 (Confidentiality)
③ When the User receives a disposition of public authority such as attachment, provisional attachment, provisional disposition, compulsory execution, auction, tax-delinquency disposition, or business suspension; when a petition for legal insolvency proceedings such as special liquidation, corporate reorganization, civil rehabilitation, or bankruptcy is filed; when the User dishonors a bill or check; or when we determine that the User's financial condition has deteriorated
④ When it is recognized that the User has discontinued sale or provision of the Product
⑤ When it becomes clear that the User's business involves a legal violation, a violation of public order and morals, or infringement of a third party's rights
⑥ When the User or the User's employee damages, or when we determine there is a risk of damaging, the credibility of us, our affiliates, or our services
2. Termination under this Article does not preclude a claim for damages by us.
Article 20 (Exclusion of Antisocial Forces)
1. The User and we each represent and warrant that neither it nor its officers or employees fall under organized crime groups, members or quasi-members thereof, companies related to organized crime groups, corporate racketeers, groups engaging in criminal activities under the guise of social or political movements, crime groups specialized in intellectual crimes, or other persons equivalent thereto (collectively, "Antisocial Forces"), and that it does not have any relationship with Antisocial Forces that should be socially condemned.
2. If the other party violates the preceding paragraph, the User or we may immediately terminate the Contract without any notice or other procedure. In this case, the terminating party shall not be obligated to compensate for any damage incurred by the other party.
Chapter 6 Legal Responsibilities, etc.
Article 21 (Disclaimers)
1. We do not guarantee that use of the Service will increase the sales, awareness, number of inquiries, or the like of the Product.
2. We do not guarantee the number of views, number of reads, number of clicks, or other results of the Deliverables.
3. We shall not be liable for specification changes, terms changes, account suspensions, video deletions or restrictions, monetization measures, or the like by YouTube or other platform operators.
4. If we are unable to perform all or part of our obligations under the Contract due to force majeure such as natural disaster, incident, power outage, or communication-line accident; non-performance by a telecommunications carrier; internet communication failure; system failure of servers or the like or occurrence of emergency maintenance; or other reasons not attributable to us, we shall not be liable, and we shall be exempted from such performance to the extent recognized as affected by such reason.
5. If a link from the Deliverables becomes invalid (a dead link) or a defect occurs on the linked website, we may delete the link or suspend publication of the Deliverables, and shall be exempted from the publication obligation in this case.
6. If a dispute with a third party arises due to the Product or materials provided by the User, the User shall resolve it under the User's own responsibility and expense, and shall compensate us for any damage incurred by us.
7. We shall not be liable for any trouble between the User and a person who has entered into a business relationship with the User after viewing the Deliverables.
8. Even if damage arises to the User due to use of the Service, we shall not be liable for damages unless there is intent or gross negligence on our part.
Article 22 (Cap on Damages)
Even if we bear liability for damages to the User in connection with the Service, it shall suffice for our liability to be capped at the amount of the fee under the relevant Individual Agreement.
Article 23 (Temporary Suspension, Change of Content, etc. of the Service)
We may, without notice, temporarily suspend the Service, change its content, or terminate the Service. However, we will respond in good faith to the performance of a Contract already formed.
Article 24 (Changes to these Terms)
1. We may, at our discretion, change these Terms in either of the following cases.
① When the change to these Terms conforms to the general interest of Users
② When the change to these Terms does not contradict the purpose of the contract and is reasonable in light of the circumstances relating to the change
2. Prior to the effective date of the changed Terms, we will notify Users that these Terms will be changed.
Article 25 (Prohibition of Disposition of Rights and Obligations)
1. The User may not assign, pledge, or otherwise dispose of, to any third party, the User's status or its rights and obligations under these Terms.
2. We may transfer the business relating to the Service to a third party. In this case, along with such business transfer, we may assign or cause to succeed the contractual status, the rights and obligations under these Terms, and the User's registration information and other corporate and personal information to the transferee of such business transfer. The business transfer referred to in this paragraph includes not only a business transfer under the Companies Act but also company splits and all other cases in which a business is transferred.
Article 26 (Severability)
Even if any provision (or part thereof) of these Terms or the like is judged invalid by a legal institution, this shall not affect the validity of the remaining parts of these Terms or the like excluding such provision (or part thereof).
Article 27 (Surviving Provisions)
Even after this Contract terminates, the provisions of Article 13 (Intellectual Property Rights), Article 14 (Use of the Deliverables by the User), Article 15 (Confidentiality and Information Release Date), Article 21 (Disclaimers), Article 22 (Cap on Damages), and Article 28 (Language) through Article 29 (Governing Law and Court of Jurisdiction) shall remain in effect.
Article 28 (Language)
These Terms shall have Japanese as the authoritative text. If a translation of these Terms is prepared and there is any discrepancy between it and the Japanese version, the Japanese version shall prevail.
Article 29 (Governing Law and Court of Jurisdiction)
1. The governing law for these Terms and the like shall be the laws of Japan.
2. If a dispute arises between the User and us regarding the Service, the Tokyo District Court shall be the court of exclusive agreed jurisdiction of the first instance.
Article 30 (Consultation)
Matters not stipulated in these Terms, and matters as to which doubt arises in their interpretation, shall be resolved and determined in good faith through consultation between us and the User.
End.
Sleepfreaks Inc.