Terms of Service

1. These Terms of Service (hereinafter referred to as the “Terms”) shall govern the terms and conditions for the use of the Service (hereinafter referred to as the “Service”) provided by Visualworks,Inc. (hereinafter referred to as the “Visualworks”) on its website.

2. In addition to these Terms, users (as defined in Article 2 (1)) shall be permitted to use the Service upon agreeing to abide by the guidelines, rules, privacy policy, and other terms and conditions set forth by Visualworks (hereinafter collectively referred to as the “Terms, etc.”). By using the Service, the users agree to abide by these Terms, etc.

Article 1 (Application)

These Terms, etc. shall apply to all rights and obligations related to the use of the Service between the users and Visualworks.

Article 2 (Definitions)

Unless otherwise defined herein, the definitions of terms used in these Terms, etc. shall be as follows:
(1) “User” refers to a person or corporation that agrees to abide by these Terms, etc., and has completed the membership registration specified by Visualworks in Article 4 in order to use the Service, as well as the Japanese version of “SKIMA (https://skima.jp)”, and whose membership registration has been approved by Visualworks.
(2) “Product Registration” refers to the act of a user who uses the Japanese version of “SKIMA (https://skima.jp)” to write down the contents necessary for product transactions and saves this within the Service.
(3) “Seller” refers to a user who sells products using the Japanese version of “SKIMA (https://skima.jp)”
(4) “Buyer” refers to a user who purchases products using the Service.
(5) “Product” refers to a product that the Seller has registered with the Service through the Japanese version of “SKIMA (https://skima.jp)” in the manner prescribed by Visualworks.
(6) “Transaction” refers to the act of buying and selling products between a Seller and a Buyer.
(7) “Personal Information” refers to the definition of “Personal Information” as defined in the Act on the Protection of Personal Information, including, but not limited to: (i) information entered by the user, such as　name, postal code, address, date of birth, gender, occupation, telephone number, account information (e.g., email address and password), profile information (e.g., nickname, hobbies, family structure, age, and other personal attributes), credit card information, and usage history, etc. that can identify a specific individual (including any information that can be easily collated with other information and thereby used to identify that specific individual), or (ii) information that includes personal identification codes.
(8) “Content” refers to information posted or transmitted by Visualworks or by users on the Service.
(9) “Account Information” refers to information related to the user's attributes and history of transactions using said account.
(10) “Sales of Pre-Made Illustration” refers to the sale of the copyright of the illustration. The copyright is transferred to the Buyer, but the moral rights of the author are held by the Seller.
(11) “Commission transaction” is a transaction in which a buyer requests a seller to create a paid illustration.

Article 3 (Service Contents)

1. The Service of Visualworks provides users with the opportunity to buy and sell products among themselves.

2. The user shall be liable for all matters related to the transaction (including, but not limited to, the listing and purchase of the Product, payment of the Product price, liability for non-conformity of the Product, refund of the Product price, etc.). Visualworks shall not be liable for any damages caused to the user or any third party related to this transaction.

3. Visualworks shall not be involved in any trouble, dispute, claim, etc. among the users relating to this transaction, and users may not request Visualworks to resolve any trouble, dispute, claim, etc. However, in cases where Visualworks deems it is necessary for the smooth operation of the Service, we may intervene in matters such as requesting reports on trouble, disputes, claims, etc. among users.

Article 4 (User Registration)

1. Any person who wishes to use the Service (hereinafter referred to as “User Registration Applicant”) shall apply for user registration in the manner prescribed by Visualworks, and the user registration shall be completed upon approval by Visualworks.

2. Users are not allowed to create multiple accounts.

3. The user must enter accurate information when applying for user registration, as set forth in Paragraph 1. The user shall be liable for any damages caused by entering false information, and Visualworks shall not be liable for any such damage.

4. Visualworks may reject a user registration application in cases where it deems that the applicant falls under any of the following reasons. Visualworks shall not be obligated to disclose any reasons for such decisions.
(1) In cases where false information is provided at the time of application for user registration
(2) In cases where the user registration applicant has a history of violating these Terms, etc.
(3) In cases where the applicant is already a registered user and applying for new user registration
(4) In cases where the user registration applicant is under 18 years old
(5) In cases where the applicant is deemed to be a member of an anti-social force, such as a member of an organized crime group, a quasi-member of organized crime groups, a corporate racketeer (sokaiya), an extortionist advocating social changes, any violent groups using special intelligence, or any other person involved with equivalent anti-social forces (hereinafter referred to as “Anti-social forces”), or if it is deemed that the applicant has any relationship with anti-social forces, etc. such as being an officer or an employee of a corporation in which an anti-social force group, etc. is substantially involved in the management of said corporation
(6) Other cases where the Visualworks deems the user registration to be inappropriate

5. Visualworks shall not be liable for any damages incurred by the applicant for user registration due to our rejection to the application for registration, nor for any damages incurred by the applicant for user registration or by the user due to issues with their registration for the Service or changes to the registration content.

Article 5 (Management of User ID and Password)

1. Visualworks shall register an account for a user who has completed the prescribed membership procedures set forth in Article 4.

2. Users shall be liable for managing their own registered accounts and passwords for the Service.

3. Users cannot, under any circumstances, transfer or lend their registered accounts and passwords to any third party. Visualworks will consider the use of an account to be used exclusively by the user who registered the account himself/herself. In cases where the login is made with a combination of the registered account and password that matches the registration information, Visualworks shall not be liable for any damages caused to such user.

Article 6 (Cancellation of User Registration, etc.)

1. In case a user falls under any of the following circumstances, or in cases where we deem that a user falls under any of the following items, Visualworks may, without prior notice, cancel the user registration, deny access to all or part of the Service, suspend use, etc., or delete all or part of the contents and information related to the user. In addition, Visualworks shall not be obligated to explain the reason for cancellation of user registration, etc. to the user. Visualworks may, however, conduct identity verification as it deems necessary to confirm that a user does not fall under any of the following cases, and may take measures such as denying access to or suspending use of all or part of the Service until such verification is completed.
(1) In case of violation of laws, regulations, or these Terms, etc.
(2) In case of any fraudulent activities
(3) In cases where registered information is deemed to be false by Visualworks
(4) In cases of failure to follow the necessary procedures or contact Visualworks as required by these Terms, etc.
(5) In cases where registered information is a duplicate of an existing registration
(6) In cases where it is deemed that the registered mobile phone number or email address is no longer in use
(7) In cases where user becomes insolvent or illiquid, suspends payment, or becomes unable to make payments
(8) In cases where the user causes undue inconvenience to other users or third parties
(9) In the case any of the items listed in Article 4, Paragraph 4 applies
(10) In cases where the user, either by themselves or through a third party, engages in violent or unreasonable demands beyond legal responsibility, makes threats or uses violence, spreads rumors, uses fraudulent means or force, or commits any act that damages Visualworks' reputation or interferes with business
(11) Other cases where Visualworks deems it inappropriate

2. Visualworks may prohibit any user who has been subject to the measures set forth in this Article from using or accessing any of the services provided by Visualworks in the future.

3. At the time of taking the measures set forth in this Article, Visualworks may, at its discretion, deem any monies that were due to be paid to the user as unpaid or waived by the user.

4. Visualworks shall not be liable for any damages caused to the user by the measures taken under this Article.

Article 7 (Deletion of User Registration)

1. In cases where a user wishes to delete their user registration, they shall notify Visualworks of their intention to delete their user registration in the manner prescribed by Visualworks.

2. Unless there is a reasonable reason, Visualworks shall delete the user registration in accordance with the notification in the preceding paragraph. However, if there are any unfinished transactions, the user's registration will not be deleted, and the user must promptly and smoothly proceed with the unfinished transactions in accordance with the Terms, etc. After completing the transactions, the user must notify Visualworks again of their intention to delete the user registration in the prescribed manner.

3. Upon the user's request for deletion of their registration, the user shall waive any monies, etc., that were due to be paid by Visualworks to the user at the time of deletion.

4. Visualworks shall not be liable for any damages caused by the measures taken under this Article.

Article 8 (Purchase of Products)

1.The Buyer may purchase products listed by the seller in accordance with the procedures prescribed by Visualworks.

2. Buyer may not cancel purchases after they have been made.

3. Buyers shall only propose purchases when having a genuine intention to purchase. Visualworks shall not be liable for any damages, whether direct or indirect, caused to the user or a third party by other such purchases.

4. Visualworks shall not be liable for any damages caused to the user or a third party by the user's purchase or the conclusion of this transaction, etc.

Article 9 (Commission transaction)

1. Buyer may request a quote for products listed by Seller in accordance with the procedures prescribed by Visual Works.

2. Buyer shall not request a quote unless they have a genuine intent to purchase. Visual Works shall not be liable for any damages in any transaction caused to the user or a third party by a quote request made without such intent.

Article 10 (Conclusion of Sales Contract, etc.)

1. The transaction between the Seller and the Buyer shall be deemed to be concluded at the time that the Buyer expresses their intention to purchase and the transmission of payment information is completed.

2. Buyer shall promptly pay the purchase price to Visual Works or a third party designated by the Company in a manner prescribed by Visual Works. However, if the transmission of payment information is not completed by the deadline, the transaction between the Seller and the Buyer for the relevant Product will be canceled and it will be deemed not to have been concluded from the beginning.

3. Visualworks shall not be liable for any damages caused to the Seller by the cancellation of the transaction pursuant to the proviso of the preceding paragraph.

4. Buyer shall immediately inspect the contents and quality, and make note of any defects of the Products, after purchasing.

5. Any problems or troubles caused by the products, etc. subject to this transaction must be resolved by the parties at their own expense and responsibility, and Visualworks shall not be liable for resolving such problems. Visualworks shall not be liable for any damages or losses caused to the user or third party by problems related to products, etc.

6. Visualworks shall not be liable for any losses to the Buyer as a result of the purchase.

7. In cases where there is a special agreement regarding the ownership of the products between the buyer and the payment service provider chosen as the payment method for the product, the ownership of the products shall be determined in accordance with this special agreement.

8. Buyer can, in addition to the product price, pay CHEER! (tip) the Seller.

9. In the case of the preceding paragraph, the Buyer shall pay to Visualworks the amount calculated by multiplying the amount of CHEER! received by the Creator by the following rate specified by Visualworks. [Commission rates for CHEER!]
・22% commission rate regardless of the amount received by the creator

Article 11 (Cancellation and Return)

1. Cancellation and return after the conclusion of the transaction are not allowed. However, this shall not apply in cases where the Seller and the Buyer mutually agree to cancel, with Visual Works’s approval, before the Seller completes the delivery of the relevant product. Cancellations shall be limited to a maximum of three times per month, subject to the mutual consent of the Seller and Buyer and the express approval of Visual Works.1. Cancellation and return after the conclusion of the transaction are not allowed.

2. If the transaction completion procedures specified in the following article are not completed within seven days of the stipulated delivery date after the transaction has been executed, the transaction shall be deemed to have been canceled.

3. In the event that the circumstances set forth in the preceding paragraph occur, Visual Works shall not be liable to pay the Seller the equivalent of the product price for this transaction.

4. In the event that this transaction is canceled pursuant to Paragraph 2 of this Article, if the Buyer has received the product or has been provided with the product, the Buyer shall pay the Seller an amount equivalent to the value of the product provided.

5. In the event of a transaction cancellation, a full refund of the product price and a partial refund of the SKIMA service fee will be provided. However, under no circumstances shall half of the SKIMA service fee be refunded.

Article 12 (Usage Fees)

1. The Buyer shall pay to Visualworks an amount, as a fee for using the Service, calculated by multiplying the product price by the following rate specified by Visualworks.
[Commission rates]
・20% of the total product price

2. Fees for using the Service shall be collected by adding them to the product price. By purchasing a product, the Buyer agrees in advance to Visualworks's method of charging the service usage fee by adding it to the product price.

3. The user shall be responsible for its own tax treatment. Even in cases where the Buyer is obliged to withhold taxes, he/she shall be liable to pay the full amount of the product price to Visualworks as set forth in Paragraph 1.

Article 13 (Suspension or Termination and Changes to the Service)

1. Visualworks may temporarily suspend all or part of the Service without prior notice to the user under any of the following circumstances. In such cases, Visualworks shall not be liable for any damages caused to the user or any third party.
(1) In cases where the Service becomes unavailable due to a breakdown or failure of servers, telecommunication lines or other equipment, or for any other reason.
(2) In cases where periodic or emergency maintenance, inspection, repair, or change of the system (including servers, telecommunication lines, power supply, and buildings housing them) is performed.
(3) In cases where the Service becomes unavailable due to fires, power failures, etc.
(4) In cases where the Service becomes unavailable due to natural disasters such as earthquakes, volcanic eruptions, floods, tsunamis, etc.
(5) In cases where the Service becomes unavailable due to force majeures such as wars, civil unrest, riots, commotion, labor disputes, etc.
(6) In cases where the Service becomes unavailable due to laws or regulations or measures based thereon.
(7) In cases where Visualworks deems it necessary to temporarily suspend the Service for operational or technical reasons.

2. Visualworks shall terminate or change all or part of the Service at any time, for any reason, without prior notice to the users. Visualworks shall not be liable to any user or third party for any damages caused by the termination or change of the Services in the preceding paragraph.

Article 14 (Intellectual Property Rights and Content)

1. The rights to all materials that constitute the Service are the property of Visualworks or third parties holding such rights. The user shall not acquire any rights in respect to any materials on the Service, and shall not infringe any rights related to the content materials, including ownership, copyright, and all intellectual property rights, portrait rights, and publicity rights, without the permission of the rights holder. Permission to use the Service based on these Terms does not presume permission to use the rights of the Company or any third party that owns the rights regarding the Service.

2. The users shall be solely liable for any content transmitted or posted by themselves in connection with the Service. Visualworks shall not confirm or guarantee such data's content, quality, accuracy, reliability, legality, recency, usefulness, etc., and we shall not be liable for it.

3. Users must deem for themselves the data’s content, quality, accuracy, reliability, legality, recency, usefulness, etc., transmitted or posted by other users. Visualworks shall not be liable for any damages caused by users or third parties using our content.

4. Visualworks shall not be obligated to back up any content. The users shall be liable for backing up their content at their own expense and responsibility.

5. If Visualworks deems that a user has violated these Terms or has acted inappropriately in light of the purpose of these Terms, Visualworks may, without prior notice, change or delete any content posted by the user.

Article 15 (Internet Connection Matters)

1. In order to use the Service, the user must be connected to the Internet and must prepare, at the user's expense and responsibility, the telecommunication lines, equipment, software, etc. to use the Service. Users must properly install and operate such communication means, equipment, and software at their own expense and responsibility.

2. Visualworks does not guarantee or get involved in any way in the preparation, installation and operation of the equipment, etc. in the preceding paragraph and does not provide any support to users.

3. The user understands that in the course of using the Service, the user may pass through various networks and that, depending on the networks, equipment, etc. connected to them or passing through them, the contents of data, signals, etc. may be altered.

Article 16 (Handling of Personal Information, etc.)

1. Personal information shall be handled appropriately in accordance with the privacy policy separately stipulated by Visualworks.

2. Without the user's consent, the user's personal information will not be disclosed to anyone other than the partner companies with whom we have signed a confidentiality agreement. However, personal information may be disclosed in the following cases:
(1) In cases where Visualworks reasonably deems that disclosure is required by law.
(2) In cases where it is necessary for the protection of human life, body, or property, and it is deemed difficult to obtain the consent of the person concerned.
(3) In cases where it is particularly necessary for the improvement of public health or the promotion of the sound development of children, and it is deemed difficult to obtain the consent of the person concerned.
(4) In cases where cooperation is necessary for the execution of duties stipulated by law by a national agency, local public entity, or a person commissioned by them, and it is deemed that obtaining the consent of the person concerned may hinder the execution of said duties.
(5) In cases where the entity of the Service is changed due to a merger or other reason and it is deemed necessary to transfer personal information for the continuation of the Service.

Article 17 (Prohibited Matters, etc.)

Users cannot perform any of the following activities (hereinafter referred to as “Prohibited matters”) regardless of intent or negligence when using the Service. The following prohibited matters may be amplified or amended by Visualworks as appropriate. Therefore, users shall always be obligated to check the latest content when using the Service.

(1) Activities that violate laws, regulations, or these Terms, etc.
(2) Activities that are inappropriate in light of the spirit of these Terms, etc.
(3) Activities that are ethically inappropriate
(4) Activities that suggest, induce or solicit suicide
(5) Drug dealing and other activities that violate the Pharmaceutical Affairs Law
(6) Activities that suggest prostitution, etc.
(7) Activities that publish criminal threats and claim responsibility
(8) Activities that publish content related to child pornography or child abuse
(9) Activities that publish the sale, purchase, or transfer of handguns and other firearms, or instructions on how to manufacture explosives, etc.
(10) Activities that lead to fraud or other crimes
(11) Activities that register or post links to products that are suspected of being pyramid schemes or multi-level marketing schemes
(12) Activities that may cause physical or mental harm
(13) Activities that register or post links to products that Visualworks deems to have elements that induce inappropriate encounters, such as those generally referred to as “dating”.
(14) Activities whose main purpose is unhealthy encounters, or those that promote or encourage such encounters.
(15) Activities that publish personal information or contact details for the main purpose of unhealthy encounters.
(16) Activities that encourage young people to drink, smoke, gamble, etc.
(17) Activities that post links to adult entertainment establishment websites, recruitment information for adult entertainment establishments, etc.
(18) Expressions that are excessively sexual and violent
(19) Activities that post links to adult-related sites.
(20) Activities that violate public order and morals
(21) Activities whose purpose is commercial advertising and promotion
(22) Activities that involve solicitation, etc.
(23) Activities that involve election campaigning or promotion of religious organisations
(24) Activities that are suspected of defamation
(25) Activities that are suspected of slander
(26) Activities that are suspected of unauthorized disclosure of personal information
(27) Activities that involve impersonating another person
(28) Activities that infringe on the property or privacy of others
(29) Activities that cause economic damage to Visualworks or other users
(30) Activities that cause physical or mental harm to other users
(31) Activities that may cause inconvenience or discomfort to other users
(32) Activities that may cause disputes with other users
(33) Activities that are suspected of racism
(34) Activities that interfere with Visualworks's provision of the Service
(35) Activities that adversely affect the servers and networks connected to the Service provided by Visualworks
(36) Activities that unauthorizedly access all systems related to the provision of the Service by Visualworks
(37) Activities that access the Service using a method other than the interface provided by Visualworks
(38) Activities that exploit security holes, errors, bugs, etc. in systems and software related to Visualworks’s website
(39) Activities that decode systems, software, protocols, etc., related to Visualworks’s website by methods such as reverse engineering or disassembling, activities that falsify or amend these, and activities that copy or use these for secondary purposes
(40) Activities whose purpose is money laundering
(41) Activities that offer direct negotiations through external services (activities that offer to pay part or all of the product price through direct transactions, etc.)
(42) Activities that post images that may cause extreme discomfort to others
(43) Activities that publish text that may cause extreme discomfort to others
(44) Activities that use the Service for purposes other than those provided by Visualworks
(45) Activities that conduct fictitious or other unfair transactions, or give and receive compensation based on such actions.
(46) Activities that infringe on the copyrights.

Article 18 (Contact Method)

1. In cases where Visualworks deems it necessary to notify or contact the user, we will do so by email, telephone or postal mail to the email address, telephone number or address in the user's registered membership information. Visualworks shall not be liable for any losses that may be caused to the user in cases where, despite our notification or contact with the user, he/she fails to respond by the deadline set by us.

2. Visualworks shall not be liable for any damages caused by the user's failure to receive or delay in receiving notifications and communications from us due to reasons attributable to the user.

3. In cases where a user needs to notify, contact, or make an inquiry of Visualworks, the user shall do so by sending an inquiry form, an email or a post to the inquiry form address within the Service provided by Visualworks. We do not accept visits.

4. In cases where an inquiry from the user pursuant to the preceding paragraph, Visualworks may verify the identity of the user in a method determined by us. Furthermore, in cases where Visualworks deems that a response to an inquiry is necessary, we may use the method of response that we deem most appropriate at the time (email, written mail, phone call, etc.). The user cannot choose the method of response.

Article 19 (Copyright for Pre-made Illustration Sales)

1. In the case of Pre-Made Illustration sales, the copyright of the sold items shall be transferred from the seller to the buyer, and the seller shall accept this.

2. The copyrights transferred under the preceding paragraph are the rights of reproduction, public performance and presentation, public exhibition, public transmission, recitation, exhibition, distribution, assignment, lending, translation and adaptation, and exploitation of secondary works.

3. Since the author's moral rights in the sold items cannot be transferred, the right of publication, name publication, and identity preservation belong to the seller. The buyer cannot make unauthorised disclosures to the public, claim authorship of the work, or modify the work against the author's intentions.

Article 20 (Disclaimer)

1. Visualworks does not guarantee the content, quality, level, legality, accuracy, or appropriateness of the products sold by the sellers, nor the payment ability of the buyers, or any other matters whatsoever.

2. Unless otherwise specified in these Terms, Visualworks shall not be involved in or liable for any problems, damages or losses that may be caused among users, or between users and third parties.

3. In cases where a user causes damages or losses to another user or a third party by using the Service, the user shall resolve this at his/her own expense and responsibility.

4. Visualworks does not manage the interactions and transactions among users on the Service, nor shall we be liable for any damages or losses caused by the interactions and transactions among them.

5. Visualworks shall not be liable for any damages or losses suffered by the user as a result of personal information being included in files sent and received on the Service.

6. While Visualworks may provide information to users as appropriate, we do not guarantee its accuracy or usefulness, and we shall not be liable for it.

7. Visualworks shall not be liable, directly or indirectly, for any damages (data loss, system interruption, unauthorized access, etc.) suffered by users or third parties due to malfunctions of computers, systems, telecommunication lines, etc.

8. Visualworks shall not be liable for any inability to access the Service, nor for any malfunctions, errors, or bugs that occur on the user's computer.

Article 21 (Severability)

1. In the event that any provision of these Terms or any part thereof is deemed to be invalid or unenforceable by applicable laws and regulations, the remaining provisions of these Terms and the remaining parts of the provision deemed to be invalid or unenforceable shall remain in full force and effect. Furthermore, any part of these Terms that is deemed invalid or unenforceable shall be amended to the minimum extent necessary to make it valid and enforceable, and shall be interpreted in such a way as to ensure that the legal and economic effects intended by Visualworks are maximized.

Article 22 (Changes to these Terms, etc.)

1. Visualworks may change these Terms at any time at our discretion.

2. Unless otherwise defined herein, any changes to these Terms, etc. will take effect from the time they are displayed on the Service.

3. In cases where the user continues to use the Service after the changes to these Terms have taken effect, the user shall be deemed to have agreed to all of the contents of these Terms after the changes, and shall not be able to plead ignorance or disapproval of such contents.

4. Visualworks shall not be liable for any damages, direct or indirect, caused to users by changes to these Terms, etc.

Article 23 (Governing Law and Court of Jurisdiction)

1. The governing law of these Terms shall be Japanese law and shall be interpreted in accordance with Japanese law.

2. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.