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Terms & Conditions of Use



Welcome to the STARLOC site (https://www.starloc.com). The STARLOC site (the “Platform”) is comprised of various web pages operated by STAR GOLD, LLC (“Company”). STARLOC (https://www.starloc.com) and it’s services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of starloc.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

Terms subject matter
1.1 The following Terms and Conditions of Use are an integral part of any contract between STAR GOLD, LLC 2-23-18-301, Sangenjaya, Setagaya, Tokyo, 1540024, JAPAN (hereinafter referred to as “Company”) and the Influencer.
1.2 This Terms and Conditions of Use will be effective upon acceptance by the Influencer and shall govern the entire relationship between the Influencer and STAR GOLD, LLC for the entire term of this contract.
1.3 The Company shall provide the brands or products with the opportunity to present itself on the STARLOC site service (https://www.starloc.com) (hereinafter the “Platform”) and place campaigns for influencers. In this way, influencers have the opportunity to come into contact with the Platform. Using this method, the Company procures contacts for the Influencer with advertisers, for the purpose of concluding transactions.

1.4 The Influencer has the following options to take part in campaigns of the Brands:
a) the Platform shall prepare a campaign and upload these and the general conditions (hereinafter: Guideline) to each campaign. The campaign and the guideline will be either published or sent electronically via email or social media messaging services and offered for all influencers. b) The Company shall prepare a campaign, specify a guideline and search for an influencer on the Platform in a targeted manner. In this case, the Company shall contact the Influencer directly and send an offer regarding the campaign
1.5 The Influencer has responsibility for maintaining the confidentiality of the username and password used to access the Platform and must immediately notify the Company of any loss of exclusive control over this information.

Influencer Profiles
2.1 In joining and using the Platform, you agree to only add your own personal social media accounts, blogs and websites to your profile. Misrepresenting yourself and/or your identity or social media profile is subject to removal. Neither the Company nor the Platform is responsible for the conduct (online or offline) of any Platform user (Influencer, Brand) and you hereby release the Platform and the Company from any liability related thereto. Neither the Company nor the Platform will be held liable for any claim, injury, or damage arising in connection with your use of the Platform.

Services of the Platform(Provider)
3.1 The Platform procures contacts for the Influencer with brands, for the purpose of concluding transactions. For this purpose, the Platform advertises and places the Influencer on the Platform Portal.
3.2 The Platform will make the usual effort in the Internet industry, in order to ensure that the online system remains 99.00 % available 24 hours a day. Exceptions from this are interruptions, which are conventional for the necessary servicing measures or are owed by third-parties, which are not companies affiliated with the Platform. If the online system nevertheless malfunctions, the Platform will immediately may every effort to restore availability wherever possible. The parties acknowledge that in exceptional cases, a small number of transactions cannot be recorded/logged by the online system. No claim exists against the Platform by the Brands from this.
3.3 The Platform does not guarantee the Influencer a minimum number of referred contacts. Furthermore, the Platform shall not assume any guarantee that a contract will actually be concluded after a contact referral.
3.4 The Platform assumes no liability with respect to the accuracy of the Advertiser data.
3.5 The Platform does not guarantee the Influencer any exclusivity, unless the Provider has expressly declared otherwise in written form.

Services of the Influencer
4.1 The Influencer shall independently maintain the required data and contents in the system on the Platform in the protected administration area for Influencer.
4.2 All data and contents entered by Influencers must be accurate, complete and up-to-date. The Influencer undertakes to comply with the valid laws. The Influencer is solely responsible for the review obligation. The Influencer must enter changes in the system independently into the Platform in the protected administration area for Influencers, immediately after the change occurs.
4.3 The Influencer is solely liable for the data and contents entered by the Influencer.
4.4 The Influencer commits to perform the ad campaign according to the Guideline agreed with the Brands and to publish it on the social media platform of choice, for the entire duration as mutually agreed upon between the Platform, the Brand and the Influencer.
4.5 The Influencer commits to comply with all applicable laws, including but not limited to trademark law, competition law as well as applicable law concerning surreptitious advertising. The Influencer is solely responsible for the review obligation. In return, when the offer is made, the Influencers is entitled to use and publish the product and, if applicable, trademark rights of the Brands under the campaign agreed.
4.6 Furthermore, the Influencer commits to not use the contents published under the campaign for private or other commercial purposes.
4.7 Additionally, for the term of the campaign the Influencer commits to not advertise products, brands etc. who are competing with products, brands or similar of the Advertiser.

4.8 The Platform is controlled, operated and administered by STAR GOLD, LLC from our offices within Japan. If you access the Site from a location outside of Japan, you are responsible for compliance with all local laws. You agree that you will not use the Platform Content accessed via https://www.starloc.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.


Remuneration

5.1 Two compensation models are available for the Influencer’s services:

a) Commission Fee: The Influencer only receives the commission of your promotion through the Platform Sales. Furthermore, the Brands are entitled to the opportunity to additionally pay the influencer an additional compensation.

b) PayPerPost/direct compensation for Posting/Video/Content: As compensation for its service, the Influencer will receive a fee, the amount of which is measured according to the market value of the Influencer. The Influencer’s market value is determined by the Provider on the basis of its number of followers, the statistics of its engagement rate and on the basis of the question of whether it has a rising or falling number of followers.

5.2 The exact compensation model and the exact amount of the compensation arises from the Advertiser’s campaign offer. For both sides, i.e. the Influencer and the Advertiser, the opportunity is available to renegotiate the Influencer’s services, as well as the compensation.

5.3 If the Influencer violates Terms and Conditions of Use, or local law, any entitlement to payment of the Influencer will become void.

5.4 Payment processing services for Influencer on the Platform are provided by Transferwise, WorldRemit, PayForex, PayPal and are subject to those system’s Agreements, which includes the aforementioned systems’ Terms of Service. By agreeing to these terms or continuing to operate as an Influencer on the Platform, you agree to be bound by the aforementioned system’s Agreement, as the same may be modified by System company from time to time. As a condition of the Platform enabling payment processing services through Stripe, you agree to provide the Platform and/or the Company accurate and complete information about you and your business, and you authorize the Platform and/or the Company to share it and transaction information related to your use of the payment processing services provided by the System’s company.

5.5 Unless otherwise mentioned, remuneration for successful campaign advertisements shall be deposited via the payment processing service per the choice of the Influencer after 1 month and 2 weeks from the date of valid purchase. Neither the Company nor the Platform shall be held accountable for loss of remuneration due to the fault of the payment processing services.

Obligations and Responsibilities of the Influencer

6.1 The Influencer confirms to have read the guidelines for the use of the Platform. Should the Influencer be afforded use of the services which enable the distribution of content through the Platform, the Influencer agrees not to publish any content in infringement of the law or of the rights of any third party. Particularly, the Influencer must have any and all intellectual property rights for each piece of content published (for example, text, images, photographs and audio-visual material), including such cases where content was acquired from a third party in accordance with applicable regulations, as well as all necessary permits in accordance with current data protection regulations. The Influencer shall also undertake not to publish through the Platform any defamatory, offensive, or illegal material that encourages or may encourage any third party to participate in illegal conduct and/or criminal and/or civil liability.

6.2 The Influencer shall commit to maintain the confidentiality of any and all information regarding Campaign/s promoted through the Platform. Notably, should an Influencer decide not to participate in a Campaign proposed by a Brand, that Influencer shall not disclose information about the existence of such a Campaign and/or about the conditions and rules for participation.

6.3 Any failure in respecting the conditions as set in above Art. 6.1 and Art. 6.2 will result in the denial of the Platform Credits potentially due for the Campaign, as well as the application of one or more of the following penalties: 1) permanent revocation of Verified Influencer status (Section 2); 2) immediate revocation of any Starloc Credit previously granted but not yet assigned for the Campaign; 3) the inability to participate in any further Campaigns for a period of between three and five months immediately after the failure to comply. Finally, any breach to the conditions set out in Art. 6.2 shall also entitle the Brand potentially damaged by such a breach to legally prosecute the Influencer and claim for any damages incurred;

6.4 The Influencer acknowledges and agrees that any product and/or goods supplied by the Brand for a Campaign shall be used exclusively in the manner and for the purposes specified in the Brief and, if so required in the Brief, to return them at the end of the Campaign. In instances where products and/or goods supplied are not returned, the Influencer shall be liable for the market or nominal value of such products or goods.

6.5 The Influencer shall indemnify and keep indemnified the Platform and/or the Company from and against any and all proceedings, claims, fines, damages, losses, costs, expenses (including legal costs and expenses) and liabilities which the Platform and/or the Company may incur or sustain arising directly or indirectly from the use of the Platform and/or publication of any content by the Influencer or any third party using the Platform through their Login details.


Warranties and Limitations of Liability

7.1 The Platform and the Company will make every reasonable effort to provide the Influencer with continuous access, without interruption, to the content and services offered through the Platform but shall not, under any circumstances, be held responsible if one or more of its services or content is temporarily inaccessible to the Influencer. By way of example, neither the Platform nor the Company shall be liable for any interruption of its services occurring by reason of force majeure or malfunctioning of services due to telephone lines or electricity network failure.

7.2 Furthermore, neither the Company nor the Platform shall be responsible for any potential damage suffered, directly or indirectly, by the Influencer or by third parties who use the Platform.

7.3 Neither the Company nor the Platform are responsible for the verification of data, news, information, and, in general, for the content of the material distributed through the Platform, the reliability and security of such content and widespread links by third parties and for the use of such data and content by the Influencer. Specifically, the parties mutually agree that the Influencer is, and shall be solely and exclusively responsible for the use of data, news, information, and for any material distributed through the Platform.

7.4 Neither the Company nor the Platform guarantees that an Influencer will take part in Campaigns published by Brands and shall not, in any way, be held responsible for the failure of an Influencer to be engaged by a Campaign.

7.5 Neither the Company nor the Platform shall be held responsible for the content of Campaigns and the rules of participation defined by the Brands, nor for the revocation or denial of Starloc Credits requested by the Brands.


Suspension of Services and Immediate Termination of the Contract

8.1 The Influencer acknowledges and agrees that, in the case of a breach of these TOS, the Company and the Platform may, at its absolute and sole discretion, suspend access to any and/or all services provided by the Platform by means of an email sent to the Influencer’s email address to communicate such suspension without prior notice.

8.2 Furthermore, the Platform and the Company, in the case of a serious violation of the TOS by the Influencer, may, at its absolute and sole discretion, bring this contract to immediate termination by means of an email sent to the Influencer’s email address to communicate such termination without prior notice.

8.3 However, in no case shall the Company or the Platform be held responsible for any damages arising from the suspension, interruption or immediate termination of services.

8.4 These TOS shall be governed by and construed in accordance with the law of Japan.

8.5 The parties irrevocably agree that the courts of Japan shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these TOS, and for those purposes irrevocably submit all disputes to the jurisdiction of the Japan courts.


Section 2

Special Conditions for Campaigns Proposed to Verified Influencers

These special conditions of service (the “Special Conditions”) are the rules under which is governed the participation in specific Campaigns (the “Top Campaigns”) proposed by the Brands only to the Influencers with a high degree of influence and visibility in certain topics of interest indicated by the proposing Brand (hereafter, the “Verified Influencer”).

These Special Conditions shall integrate the TOS for the Influencers as set forth in Section I above. Therefore, the participation of Verified Influencers in Top Campaigns is intended to be governed both by the TOS and by these Special Conditions.


1. Participation in Top Campaigns

1.1 The Verified Influencer may be invited to participate in Top Campaigns promoted by a Brand through the Platform that are intended for Verified Influencers only;

1.2 The invitation to join such Campaigns is based on the Influencer’s profile and their degree of influence in the topics of interest for the Brand. The Verified Influencer may, at their sole discretion, agree or disagree to join a Top Campaign. The Verified Influencer acknowledges and agrees that neither the Platform nor the Company can guarantee an invitation to Top Campaigns.

1.3 By participating in a Top Campaign, the Verified Influencer will receive a cash remuneration, the value of which will be indicated at the time of the invitation to join the Top Campaign. The payment of such remuneration shall be subject to compliance with all the conditions for participation mentioned in the invitation to the Top Campaign and along with the conditions set forth in following Art. 2.

1.4 At the end of each Top Campaign, the Brand shall be entitled to communicate to the Verified Influencer any breach to the conditions and rules set out in the Brief and, consequently, shall inform the Platform and/or the Company of such a breach so as to deny the payment of the proposed remuneration.

1.5 The Verified Influencer can require the payment of remuneration accrued for participation in a Top Campaign through their personal area within the Platform by means of a regular receipt or tax invoice to be issued at the end of the relevant Top Campaign. The payment will be made within 30 days of the date of the receipt or tax invoice by means of bank transfer into the bank account of the Verified Influencer of which the details will be provided on the receipt and or tax invoice issued by Verified Influencer. The Verified Influencer shall also be allowed to receive the payment into a PayPal account, if specified on their personal profile. Should the Verified Influencer not issue the receipt or the tax invoice at the end of the Top Campaign, the payment will still be made within 30 days of the actual date of issue and no interest shall be accrued on the amount due. Should the receipt or tax invoice contain any mistakes, the Verified Influencer will be asked for a new fiscal document and the payment will then be made within 30 days of the new date of issue, without any entitlement for the Verified Influencer to claim for interest accrued on the amount due.


2. Obligations of Top Influencers

2.1 The Verified Influencer participating in a Top Campaign undertakes to clearly report the advertising nature of the content created and published as part of the Top Campaign, and therefore to mark all messages with sufficiently explicit endorsements on social media and blogs:

- If the Top Campaign includes content to be published on the Verified Influencer’s Blog, the advertising nature shall be marked by adding the following:

“Advertising” or “Sponsored by” or “Promoted by” or “In Partnership with” followed by the name of the Brand

- If the Top Campaign includes content to be published on the Verified Influencer’s social media, the advertising nature shall be marked by adding the following within the first three hashtags:

“#Advertising” or “#Sponsored by” or #In Partnership with” followed by the name of the Brand

The Verified Influencer acknowledges and agrees that in the event of non-compliance with the above conditions, the Company shall be entitled to deny the payment of the relevant remuneration as set forth in above Art. 1.3;

2.2 The Verified Influencer shall ensure and maintain the confidentiality of any and all information regarding each Top Campaign promoted in the Platform. Specifically, should a Verified Influencer decide not to participate in any Top Campaign proposed by a Brand, that Verified Influencer shall not disclose information about the existence of such Top Campaign and/or about the conditions and rules for participating in it.

2.3 Any failure in respecting the conditions as set in above Art. 2.1 and Art. 2.2 will result in the denial of the remuneration potentially due for the Top Campaign as well as the application of one or more of the following penalties: 1) permanent suspension of Verified Influencer status; 2) immediate revocation of any remuneration already granted but not yet paid for that Top Campaign; 3) the inability to participate in any further Top Campaign for a period between three and five months after the breach occurs. Finally, any breach in the conditions set in above Art. 2.2 shall also entitle the Brand potentially damaged by such a breach to legally prosecute the Verified Influencer and to claim for any damage incurred;


3. Limitations of Liability

To the extent of what in Art.7 of the TOS, the Influencer acknowledges and agrees that neither the Platform nor the Company shall in any way be held responsible for the content created and/or published as part of a Top Campaign and, therefore, shall not be held in any way responsible for any damage or loss as already specified in the TOS. Furthermore, neither the Platform not the Company is responsible for any damage or loss the Verified Influencer may incur by participating in a Top Campaign, including any adverse consequences that may arise from failure to comply with the conditions set forth in above Art. 2.1.


 
Site Terms of Use Modifications
The Platform and/or the Company may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.
Copy Right
All content included in or made available through any Starloc Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Starloc or its content suppliers and protected by Japan and international copyright laws. The compilation of all content included in or made available through any Starloc Service is the exclusive property of Starloc and protected by Japan and international copyright laws.
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