Terms of Service

Part 1. General terms

This Part applies to all Users.

Article 1 (Purpose and application)

1. These Terms of Service (the “Terms”) set out the conditions for using Sitara (the “Service”), operated by 株式会社NStar (“Sitara”, “we” or “us”), and the rights and obligations between us and the Users of the Service.
2. These Terms apply to every use of the Service, including the website joinsitara.com and its subdomains, the Brand and Creator dashboards, and the Sitara API.
3. Part 1 and Part 4 apply to all Users. Part 2 also applies to Brands, and Part 3 also applies to Creators. For the matters they cover, Part 2 and Part 3 prevail over Part 1.
4. Guidelines, help pages, notices and other rules that we post in the Service (the “Individual Rules”) form part of these Terms. If an Individual Rule conflicts with these Terms, the Individual Rule prevails unless these Terms say otherwise.
5. How we handle personal information is set out in our Privacy Policy.

Article 2 (Definitions)

In these Terms, the following words have the meanings below.

1. “User”: a person or business that has registered an account under these Terms. A User is either a Brand or a Creator.
2. “Brand”: a User that registers as a business to commission the promotion of its apps, games, products or services.
3. “Creator”: a User that registers to promote products and services through their social media accounts or other channels.
4. “Campaign”: a promotion that a Brand posts in the Service, including its product, collaboration model, amounts, requirements and deadline.
5. “Proposal”: the terms that a Creator submits when applying to a Campaign, and any revised version of them.
6. “Collaboration Agreement”: the agreement between a Brand and a Creator that is formed when the Brand confirms the Creator’s Proposal in the Service.
7. “Content”: videos, images, text, posts and other material that a Creator makes or publishes under a Collaboration Agreement, including review videos uploaded before posting.
8. “Promo Code”: a coupon code or invite code issued for a Collaboration Agreement, and a link that applies such a code, used to attribute sales to a Creator.
9. “Attributed Sales”: sales that are attributed to a Creator under the attribution rules of the Service, based on the sales data that the Brand sends to the Sitara API.
10. “Remuneration”: the fixed fee, revenue share and any other consideration that a Brand pays a Creator under a Collaboration Agreement.

Article 3 (Role of Sitara)

1. The Service provides a place where Brands and Creators find each other, agree on collaboration terms and manage their collaborations, together with tools for this. Each Collaboration Agreement is a contract between the Brand and the Creator. Sitara is not a party to it and, except as these Terms provide, does not guarantee its performance.
2. Sitara does not guarantee that a Campaign will receive applications, that a Proposal will be confirmed, or that a promotion will produce sales or any other result. Targets and examples that we publish, such as a reduction in user acquisition cost, are not promises of results.
3. When we provide the payment functions described in Article 12, Sitara receives and pays Remuneration as an agent of the parties for collection and payment. This does not make Sitara a party to the Collaboration Agreement.

Article 4 (Registration)

1. To use the Service, you must agree to these Terms and register an account as a Brand or a Creator by our procedure, including verification of your email address. Registration is complete when we accept it.
2. If you are a minor, you must obtain the consent of your legal guardian before registering and using the Service. A Brand must be a business, or a person authorized to act for a business.
3. Register true, accurate and current information, and update it promptly when it changes.
4. We may refuse a registration without giving reasons if the information is false or incomplete, if the applicant has breached these Terms before, if the applicant is an Antisocial Force (Article 30), or if we otherwise reasonably consider the registration inappropriate.
5. A person or business may hold only one account for each role unless we agree otherwise.

Article 5 (Accounts and credentials)

1. You are responsible for managing your email address, password, API keys and other credentials. You may not let any third party use them, or lend, transfer or sell them.
2. Anything done with your credentials is treated as done by you. Except where we are at fault, we are not liable for damage caused by poor management of credentials or by their use by a third party.
3. If you find that your credentials have leaked or been used without permission, tell us immediately and follow our instructions.

Article 6 (Fees)

1. Fees for the Service are those shown in the Service or otherwise agreed with us. The fees that apply to a Collaboration Agreement are fixed when it is formed.
2. The Creator fee is a percentage of the Remuneration that Sitara deducts when it pays a Creator (Article 26). The rate is shown to the Creator when submitting a Proposal and is fixed in the Collaboration Agreement when it is formed. A later change of the rate does not apply to Collaboration Agreements that have already been formed.
3. Paid plans and optional services for Brands apply only after they are shown in the Service and the Brand chooses them.
4. We may change fees for the future by giving notice under Article 33. Except where the law requires otherwise, fees once paid are not refunded.

Article 7 (Currency and taxes)

1. Each Campaign uses the currency that its Brand has selected, Japanese yen or US dollars. Amounts are never converted between currencies, and a Creator is paid in the currency of the Campaign.
2. Amounts in a Campaign, Proposal or Collaboration Agreement are treated as stated by the parties. The parties are responsible for agreeing whether those amounts include consumption tax.
3. Each User is responsible for its own taxes, including income tax, corporate tax and consumption tax, and for the filings, invoices (including qualified invoices under Japan’s invoice system) and withholding that the law requires of it. Where the law requires Sitara to withhold tax from a payment, we withhold it and pay it to the tax authority.

Article 8 (Messages and records)

1. Users may communicate through the chat and other messaging functions of the Service. Keep communications about Campaigns and Collaboration Agreements in the Service, and do not move negotiations outside the Service in order to avoid these Terms.
2. The terms confirmed in the Service, their versions and the history of changes are recorded in the Service. These records serve as the written record of the Collaboration Agreement. A Brand may use them to indicate the terms of the commission, but remains responsible for its own legal obligations (Article 18).
3. We may check messages, uploaded files and records to the extent needed to operate the Service, to investigate breaches of these Terms, fraud or disputes, or to comply with the law.

Article 9 (Rights in the Service)

All rights in the Service, including its software, design, text and trademarks, belong to Sitara or its licensors. Using the Service gives you no license other than the right to use the Service as these Terms allow.

Article 10 (Information and content of Users)

1. Rights in the information and material that you register or upload, such as Campaign descriptions, profiles, messages and Content, stay with you or their rightful owner.
2. You grant Sitara a free, non-exclusive license to store, copy, process and display that information and material within the Service to the extent needed to provide, maintain and improve the Service, including showing a Creator’s public profile to Brands. We do not use Content in our own advertising without your consent.
3. We may create and use statistics that do not identify any User or any customer of a Brand to improve the Service.

Article 11 (Prohibited conduct)

Users must not do any of the following.

1. Breaking the law, a court order or public order and morals.
2. Registering false information, impersonating another person, or using multiple accounts without our permission.
3. Infringing the intellectual property, portrait, publicity, privacy, reputation or other rights of Sitara, other Users or third parties.
4. False or misleading advertising, including stealth marketing that hides that content is an advertisement, and advertising that breaches the Act against Unjustifiable Premiums and Misleading Representations, the Pharmaceutical and Medical Device Act or similar laws in any country.
5. Manipulating attribution or results, such as fake orders or registrations, purchases by the Creator to earn revenue share, purchases or sign-ups by bots, buying followers or engagement, sending false sales data, or hiding sales or refunds that should be reported.
6. Publishing Promo Codes on coupon or deal aggregator sites, or in other places or ways that the Collaboration Agreement does not allow.
7. Arranging, outside the Service, the performance or payment of a collaboration with a counterpart met through the Service, in order to avoid fees (Article 13).
8. Unauthorized access, interfering with our servers or networks, reverse engineering, scraping or excessive automated access, or trying to obtain other Users’ credentials.
9. Harassment, defamation, discriminatory or obscene expression, spam, or unsolicited advertising messages.
10. Collecting or using other Users’ personal information for purposes other than the Service.
11. Providing any benefit to an Antisocial Force.
12. Any other conduct that we reasonably consider inappropriate.

Article 12 (Payment functions)

1. The payment functions of the Service, namely prefunding by Brands, holding of funds, payment to Creators and withdrawal, are available from the date that we announce in the Service. Until then, no funds pass through Sitara: the Brand pays the Creator directly under the Collaboration Agreement, and Sitara may only calculate amounts and issue statements for reference.
2. Once the payment functions are available, the Brand pays Sitara in advance the amount that the Service requests for a Collaboration Agreement, such as the fixed fee and, where applicable, a budget for revenue share (“Prefunding”), before promotion starts. Sitara receives Prefunding as the Creator’s agent for receipt, and the Brand’s obligation to pay the corresponding Remuneration is discharged when Sitara receives it.
3. Sitara pays Creators when the conditions in Parts 2 and 3 are met. Sitara does not pay interest on funds it holds.
4. Sitara may withhold a payment while a dispute, a suspected breach of these Terms or fraud is being investigated, or where the law requires.
5. Sitara may use payment service providers to process payments.

Article 13 (No circumvention)

For twelve months after a Brand and a Creator first contact each other through the Service, they must not, in order to avoid fees, agree or pay outside the Service for the promotion of the Brand’s products and services by that Creator. If they do, Sitara may claim from the party in breach the fees it would have received if the arrangement had been made through the Service.

Part 2. Brand terms

This Part applies to Brands, in addition to Part 1 and Part 4.

Article 14 (Campaigns)

1. A Brand posts Campaigns with accurate information, including the product, the collaboration model (Flat fee, Hybrid or Revenue share), amounts, period, content requirements, deadline and whether a review video is required before posting.
2. A Brand may post Campaigns only for products and services that it is entitled to promote. It must not post Campaigns for products or services that are illegal, that we have told it we do not accept, or that need a license or registration it does not hold.
3. After a Creator has applied, the payment terms of the Campaign, such as the collaboration model, period, fixed budget, commission rules and the review video requirement, can no longer be changed. A Brand may pause recruitment or delete a Campaign as the Service allows, but cannot delete a Campaign that has a Collaboration Agreement in effect.
4. We may review, hide or remove Campaigns that breach these Terms.

Article 15 (Reviewing Proposals)

1. A Brand reviews each Proposal and may confirm it, request changes (explaining what it wants in the chat) or reject it. The Brand does not change the amounts in a Creator’s Proposal itself.
2. When the Brand confirms the latest version of a Proposal, a Collaboration Agreement is formed on the terms recorded in the Service, including the Campaign’s conditions and these Terms.
3. A Brand judges for itself whether a Creator is suitable. Profiles, follower counts and other information that Creators register are not verified by Sitara, and we do not guarantee them.

Article 16 (Sales data and the Sitara API)

This Article applies to Campaigns with revenue share (Hybrid and Revenue share).

1. The Brand connects its sales data to the Sitara API as our documentation describes, completes the test checklist and passes our review before going live. It then sends accurate and complete data, without delay, for every sale, renewal and refund that involves a Promo Code, including the tax and fee amounts needed to calculate net amounts.
2. Revenue share is calculated only on Attributed Sales, based on Promo Codes and the data the Brand sends. Sitara does not attribute sales by IP address, device fingerprint or other guesses. The commission on an order never exceeds the net amount received for it, that is the amount less tax and fees, as reduced by refunds.
3. The Brand may review attributed orders and raise an objection within the period shown in the Service. Orders without an objection are confirmed when the period ends. Confirmation does not shorten the refund waiting period.
4. To check that the data is complete and accurate, Sitara may make test purchases, and may ask the Brand for records such as sales reports from app stores; the Brand cooperates. If a Brand failed to report or under-reported sales, sent false data, or interfered with attribution, it must pay the Remuneration that should have been paid, and Sitara may suspend its account and claim damages.

Article 17 (Payment, acceptance and early termination)

1. Once the payment functions are available, the Brand completes Prefunding by the deadline shown in the Service. Promotion starts, and Promo Codes are activated, only after Prefunding.
2. The Brand reviews delivered Content within 14 days of delivery and either accepts it or explains in the Service why it does not meet the agreed requirements. If the Brand does not respond within 14 days, the Content is deemed accepted. The Brand may not refuse acceptance without reasonable grounds based on the agreed requirements.
3. If the Brand ends a Collaboration Agreement during the agreed period for reasons not attributable to the Creator, this is a breach by the Brand, and the Prefunding for that Collaboration Agreement is not refunded to the Brand.
4. Revenue share is settled monthly for each Creator, only for amounts whose refund waiting period has passed. Refunds after settlement are adjusted in later settlements as the Service provides. Revenue share is limited to the agreed budget unless the Brand authorizes more.

Article 18 (Legal obligations of Brands)

1. The Brand is the advertiser and is responsible for its advertising under the law, including the Act against Unjustifiable Premiums and Misleading Representations and its rules on stealth marketing. The Brand must not ask a Creator to hide the advertising relationship, and must give Creators accurate information about its products.
2. When a Creator is an individual or a business without employees, the Brand complies with the Act on Ensuring Proper Transactions Involving Specified Entrusted Business Operators (the Freelance Act) and other laws on fair dealing with contractors where they apply, including indicating the terms clearly, paying within the legal time limit, and not unjustly refusing deliverables, reducing Remuneration or demanding unpaid rework.
3. The Brand is responsible for the legality of its products and services, and for ensuring that materials it provides, such as product images and trademarks, do not infringe any rights.

Article 19 (Use of Content by Brands)

1. Copyright in Content stays with the Creator or the rightful owner. The Brand may use Content only within the scope stated in the Campaign or agreed in the Collaboration Agreement. Without such agreement, the Brand may share or link to the Creator’s posts as published on the Creator’s channels, but may not edit them, use them in advertising (including paid promotion of the posts) or publish them on other channels.
2. Review videos uploaded before posting are for review only. The Brand may not copy, publish, edit or distribute them, or use them in any other way, including as material for its own or anyone else’s content.

Part 3. Creator terms

This Part applies to Creators, in addition to Part 1 and Part 4.

Article 20 (Profiles and Proposals)

1. A Creator registers accurate information about itself and the social media accounts it controls, including follower counts, and must not inflate them.
2. A Creator applies to a Campaign with a Proposal, such as a fixed fee, revenue share rate, period and expected results, that it is able to perform. Expected results are estimates, not promises, unless the parties agree otherwise.
3. A Creator can revise a Proposal when the Brand requests changes. When the Brand confirms the Proposal, the Collaboration Agreement is formed and binds the Creator.
4. When a Campaign requires a review video before posting, the Creator must agree to this when applying.

Article 21 (Performing the collaboration)

1. The Creator makes and publishes Content according to the agreed requirements, schedule and period. It promotes only with the Promo Codes issued for the Collaboration Agreement, and starts promoting only after the Service shows that promotion can start.
2. The Creator ensures that Content is its own original work or properly licensed, including music, images, fonts and footage, and that it has the consent of any person who appears in it.
3. The Creator describes products accurately and does not make false claims about their effects, prices or rewards. It follows the Brand’s reasonable instructions about product facts and the rules of each social media platform.

Article 22 (Disclosure of advertising)

The Creator clearly shows in every piece of Content that it is an advertisement, for example with “#PR”, “#広告”, “Sponsored by” and the Brand’s name, or the platform’s paid partnership label, in a way that viewers easily notice. This is required by Japanese law, including the rules on stealth marketing, and by the laws and guidelines of the countries where the Content is shown, such as the US FTC Endorsement Guides. Do not hide the disclosure among many hashtags or where viewers cannot see it.

Article 23 (Review videos before posting)

1. If the Collaboration Agreement requires review, the Creator uploads a review video through the Service before posting. It may be lower resolution or watermarked. The Creator posts only after the Brand approves it, or after it is deemed approved because the Brand has not decided within 7 days of the upload. If the Brand requests changes, the Creator uploads a revised version.
2. If the Creator posts without approval when review is required, the Brand may refuse to accept that Content.
3. Sitara cannot prevent every copy of an uploaded video. The Creator decides how to protect it, for example by lowering the resolution or adding a watermark.

Article 24 (Promo Codes and attribution)

1. The Creator uses Promo Codes only on its own channels and in the ways that the Collaboration Agreement allows. It must not post them on coupon sites, encourage fraudulent sign-ups or purchases, or use them for its own purchases to earn revenue share.
2. Revenue share accrues only on Attributed Sales (Article 16), which depend on the data that the Brand sends. Questions about that data are handled through the procedures of the Service.
3. The Brand may pause or revoke a Promo Code as the Service allows. Orders made before a code is revoked remain attributed under the rules of the Service.

Article 25 (Payout accounts and identity verification)

1. The Creator registers a bank account in its own name in the Service to receive payments: a yen account at a bank in Japan for yen, and a US bank account or an account that receives international wires for US dollars. The Creator is responsible for the accuracy of this information. Except where we are at fault, we are not liable for losses caused by incorrect account information.
2. Before paying, we may ask the Creator to verify its identity and to provide information required by law, such as information for tax reporting. We may withhold payment until this is completed.

Article 26 (Payments to Creators)

1. Once the payment functions are available, Sitara pays the fixed fee after the Brand accepts the Content, or it is deemed accepted, and pays revenue share at the monthly settlement after the refund waiting period. Settlement takes place each month on the same day of the month as the date of the Creator’s application, or on the last day of a month without that day. The Creator withdraws the available balance by the procedure of the Service.
2. When paying, Sitara deducts the Creator fee fixed in the Collaboration Agreement, any transfer fees shown in the Service, and any tax that the law requires us to withhold.
3. Sitara pays only amounts that it has actually received from the Brand for the Collaboration Agreement, and does not pay on the Brand’s behalf.
4. If, after a payment, a refund is made or fraud or a breach of these Terms is found, Sitara may deduct the amount concerned from later payments or ask the Creator to return it.

Part 4. General provisions

This Part applies to all Users.

Article 27 (Suspension and termination by Sitara)

If a User breaches these Terms, registers false information, fails to pay, is suspected of fraud, becomes subject to bankruptcy or similar proceedings, is an Antisocial Force, or we otherwise reasonably consider it necessary, we may, without prior notice, suspend the User’s use of the Service, hide or delete its Campaigns, Content or other information, pause its Promo Codes, withhold payments, or close its account. Except where we are at fault, we are not liable for any damage caused by these measures.

Article 28 (Closing an account)

A User may close its account by our procedure. An account cannot be closed while a Collaboration Agreement is in effect or a payment or settlement is pending, until these are completed. Obligations that arose before closing continue after it.

Article 29 (Changes to, suspension and end of the Service)

We may change or add functions of the Service, suspend it for maintenance, failures, disasters or other unavoidable reasons, or end it after giving reasonable notice. Except where we are at fault, we are not liable for damage caused by this.

Article 30 (Exclusion of Antisocial Forces)

1. Each User represents and warrants that it, its officers and its substantial owners are not, and will not become, an organized crime group, a member or associate of one, a corporate racketeer, or any similar person (an “Antisocial Force”), and have no relationship with any Antisocial Force.
2. Each User will not make violent or unreasonable demands, use threats or violence, spread rumors, use fraud or force to damage the credit of or obstruct the business of Sitara or others, or do anything similar.
3. If a User breaches this Article, we may close its account and terminate any agreement with it immediately, without notice, and are not liable for any resulting damage to that User.

Article 31 (Disclaimer)

1. We provide the Service as it is. We do not warrant that it is fit for a particular purpose, that results or attribution will be achieved in every case, or that it will run without interruption or errors. Nothing in these Terms excludes liability that cannot be excluded by law, including liability for our intent or gross negligence and liability to consumers under the Consumer Contract Act.
2. Disputes between Users, or between a User and a third party, are resolved by the parties concerned. We may help at our discretion, for example by providing records kept in the Service, but are not obliged to. We do not judge the quality of Content.
3. We are not responsible for the actions of social media platforms or app stores, such as suspending accounts, changing algorithms or changing their rules, or for the accuracy of data sent by Brands.

Article 32 (Limitation of liability and damages)

1. If Sitara is liable to a User in connection with the Service, its liability is limited to direct and ordinary damage actually suffered, up to the total fees that the User paid to Sitara, including Creator fees, in the twelve months before the damage occurred. This limit does not apply in the case of our intent or gross negligence or where the Consumer Contract Act applies, and does not limit our obligation to pay Creators the amounts we have received for them.
2. A User who breaches these Terms or causes damage to Sitara or others in connection with the Service must compensate for it, including reasonable attorney’s fees. If a third party makes a claim against Sitara because of a User’s information, Content or conduct, the User deals with it at its own cost and responsibility and compensates Sitara for any resulting damage.

Article 33 (Changes to these Terms)

We may change these Terms when the change is in the general interest of Users, or when it is reasonable in light of the purpose of the Terms, the need for the change, the appropriateness of the new content and other circumstances (Article 548-4 of the Civil Code). We announce the change, the new content and the date it takes effect in the Service or by email a reasonable time in advance. The changed Terms apply from that date.

Article 34 (Confidentiality)

Users keep confidential the non-public information of other Users and of Sitara that they obtain through the Service, such as Campaign terms, sales data, API information and amounts, and use it only for the collaboration concerned. This obligation continues after the use of the Service ends.

Article 35 (Personal information)

1. We handle personal information according to our Privacy Policy.
2. Users who receive personal information of other Users through the Service use it only for the collaboration concerned and handle it according to the law.
3. A Brand sends the Sitara API only the customer information that our documentation requires, and is responsible for having the legal basis, including any notice or consent, to send it.

Article 36 (Notices)

We give notices to Users in the Service or by email to the registered address. A notice is treated as received when it is posted in the Service or sent by email.

Article 37 (Assignment)

Users may not assign or pledge their position under these Terms or their rights and obligations without our prior written consent. If we transfer the business of the Service, including by a company split, we may transfer the position, rights and obligations under these Terms and Users’ information to the transferee, and Users consent to this in advance.

Article 38 (Severability)

If any provision of these Terms is held invalid or unenforceable, the rest of these Terms remains in full effect.

Article 39 (Language)

These Terms are written in Japanese and English. If the two versions differ, the Japanese version prevails.

Article 40 (Governing law and jurisdiction)

These Terms are governed by the laws of Japan. The district court with jurisdiction over the location of Sitara’s head office has exclusive jurisdiction in the first instance over any dispute about the Service or these Terms.