BIG UP! Terms of Service for Distribution Service
Article 1 (The Terms of Service)
- The BIG UP! Terms of Service for Distribution Service (the “TOS”) shall provide the matters applied to the Member who uses the “BIG UP! Distribution Service” (the “Distribution Service”) and the Member who applies for use of the Distribution Service, with regard to the “BIG UP!” which is the service provided by Avex Music Creative Inc. (the “Company”).
- The Member is deemed to have accepted the TOS upon applying for use of the Distribution Service.
- If the Member is a minor, the parent or legal guardian of the Member shall have to review and accept the terms and conditions of the TOS in advance. The minor User is deemed to have obtained the acceptance of the parent or legal guardian upon using the Distribution Service.
- Unless specified separately, the TOS is applied when using the Distribution Service.
- The BIG UP! Terms of Use and the “BIG UP!” Distribution Guidelines (Detailed Rules) (the “Distribution Guidelines”) which are separately specified by the Company shall apply to the matters not specified in the TOS.
Article 2 (Changes in the TOS)
- The Company may change the TOS if the change serves the common interests of the User or is not contrary to the purposes of the TOS. In this case, the User is subject to the changed TOS. Examples of changes include, but are not limited to:
- Addition of new functions;
- Changes in specifications; and
- Requests from the Distributor and any other third party related to the Service.
- If the Company makes any change under paragraph 1, the Company decides when the change will become effective and informs the User of the change in the TOS and the content and effective period of the changed TOS on the Company’s websites and through any other methods determined by the Company.
Article 3 (Application for Use)
The Member shall be able to apply for use of the Distribution Service by the methods prescribed by the Company.
Article 4 (Scope of Application)
- The Distribution Service is the service which requires the membership registration, the Artist Registration and the Song Registration.
- The Distribution Service is available only for the Member who has the Registration Account (including the Member who has a PayPal account).
Article 5 (Plans)
- The Distribution Service is composed of the Basic Plan and the Free Plan.
- If the Member applies for the Distribution Service newly (including the case where the Member reapplies for the Distribution Service after expiry of the effective period of the Distribution Service), the Member shall select either the Basic Plan or the Free Plan. The same shall apply if the Member applies for continued use of the Distribution Service before expiry of the effective period of the Distribution Service.
- The Member shall not be able to change from the Free Plan to the Basic Plan during the effective period of the Free Plan.
Article 6 (Fees for Use of the Distribution Service)
The Member who uses the Distribution Service shall pay the following management fees per Title during the effective period of the Distribution Service (defined in Article 23) (the “Management Fees”) to the Company by the methods prescribed by the Company (the prices below exclude tax. Consumption tax and other necessary tax shall be added separately. The same shall apply to any amount indicated in the TOS).
<Basic Plan>
- (1) Single (1-2 songs): 900 yen
- (2) EP (3-6 songs): 2,173 yen
- (3) Album (7-25 songs): 4,082 yen
* If the Member wants to use an album containing 26 or more songs, please send an e-mail to the e-mail address described in Article 25 (Contact) separately.
<Free Plan>
- 0 yen
Article 7 (Sales Fees)
1. The Member who uses the Distribution Service shall pay the following sales fees per Title (one song for subscription) (the “Sales Fees”) to the Company by the methods prescribed by the Company. The Member shall pay the Sales Fees by deducting the following amount listed in each item below from the Sales Revenues:
<Basic Plan>
- (1) For the Distributor in Japan
A La Carte: 40% of sales prices of the Distributor
(including fees of the Distributor)
Subscription: None
- (2) For the Distributor outside Japan
A La Carte and subscription: None
<Free Plan>
- (1) For the Distributor in Japan
A La Carte: 50% of sales prices of the Distributor
(including fees of the Distributor)
Subscription: 30%
(including fees of the Distributor)
- (2) For the Distributor outside Japan
A La Carte: 50% of sales prices of the Distributor
(including fees of the Distributor)
Subscription: 30%
(including fees of the Distributor)
Article 8 (Distribution Guidelines)
- In using the Distribution Service, the Member shall observe the Distribution Guidelines, in addition to the TOS. The Member is deemed to have accepted the Distribution Guidelines upon applying for the Distribution Service.
- The Distribution Guidelines shall be notified to the Member by posting them on the Website or the App or by any other methods prescribed by the Company. The Member shall have to review the Distribution Guidelines before applying for the Distribution Service.
Article 9 (Registration)
In registering the Creative Master, the Member shall register the information prescribed by the Company such as names of the administrators for copyright and neighboring rights for the musical works used for each Creative Master (the “Musical Works”) by the methods prescribed by the Company. If the Member suffers damage due to any causes such as incomplete information registered by the Member at the time of registering the Creative Master, the Company assumes no responsibility whatsoever for the damage.
Article 10 (Musical Works)
- If the Member creates the Musical Works by itself or becomes a copyright owner (including the case where the Member becomes a copyright owner due to transfer of copyrights or other reasons or is duly authorized by copyright owners), and contracts or entrusts the management of the Musical Works to an administrator for copyright and neighboring rights, the royalties for copyrights to be paid by the Distributor shall be the amount separately determined between the administrator and the Distributor. The Member shall approve the matter above and shall not express an objection to the Company and third parties including the Distributor.
- If the Member creates the Musical Works by itself or becomes a copyright owner (including the case where the Member becomes a copyright owner due to transfer of copyrights or other reasons or is duly authorized by copyright owners) but does not contract or entrust the management of the Musical Works to an administrator for copyright and neighboring rights, the Sales Revenues paid by the Company shall include royalties for copyrights. The Member shall approve the matter above in advance and shall not express an objection to the Company and third parties including the Distributor.
- The Member shall obtain the following permission at its responsibility and expenses; the permission of coverage or other matters for the use if the Member uses the Musical Works of a third party right holder for the Creative Master; and, the licensing and other permission if the Musical Works are not contracted or entrusted to an administrator for copyright and neighboring rights.
Article 11 (Details of the Distribution Service)
The Member shall receive the services listed in each item below as the Distribution Service. The Company shall be able to provide these services through the Group Companies.
- (1) To execute the CP Agreement for the Creative Master with the Distributor;
- (2) To process the Creative Master registered by the Member to formats suitable for distribution;
- (3) To provide distribution data on the Creative Master to the Distributor, provide song lyrics data of the entered Musical Works, and set a sales price for each Creative Master or request the Distributor to set the price. The song lyrics data of the Musical Works entered by the Member is also provided to SyncPower Corporation and Sockets Inc., is used for its lyrics data distribution/shared service business and is provided from the corporation to the Distributor;
- (4) To receive money from the Distributor and distribute the money to the Member; and
- (5) In addition to each item above, to take actions required for providing the Distribution Service.
Article 12 (Agreements with the Distributor)
- The Company shall, at its discretion, be able to decide the Distributor which is the counterparty for the CP Agreement, terms and conditions of the CP Agreement and an agreement period.
- With regard to the Distributor, terms and conditions of the CP Agreement and an agreement period, the Member shall be able to select from among options designated by the Company in advance.
- The Company shall, at its discretion, be able to change any portion of the CP Agreement executed with the Distributor or cancel the CP Agreement.
- The Company shall, at its discretion, be able not to distribute the Creative Master to the Distributor and be able to suspend, stop or discontinue the distribution after distributing the Creative Master to the Distributor.
- The Member may not express an objection to the decision of the Company specified in paragraphs 1, 2, 3 and 4.
Article 13 (Sales Revenues Unpaid by the Distributor)
The Income Distribution to the Member is paid on the condition that the Company has received the Sales Revenues for the applicable Creative Master. If the Distributor does not pay the Sales Revenues for the Creative Master to the Company at the option of the Distributor, all or part of the Income Distribution is not paid to the Member. In this case, the Company shall not be obliged to exact or collect credits from the Distributor.
Article 14 (Ownership of Rights for the Creative Master)
- Copyrights for the Musical Works shall belong to the Member or a duly authorized third party such as an administrator for copyright and neighboring rights.
- Neighboring rights for the Creative Master shall belong to the Member. However, if the Member entrusts the Company to obtain an International Standard Recording Code (ISRC), the neighboring rights shall belong to the Member and the Company. The ownership ratio of the Company shall be 1/100.
- In the case under the proviso of paragraph 2, the Company shall exercise the neighboring rights for the Creative Master only for the purpose of providing the Distribution Service to the Member, except for the cases specified in paragraph 6 of this Article. However, if the secondary use fees distributed by the Recording Industry Association of Japan (RIAJ) might be distributed to the Company based on ISRC, the Member is deemed to have transferred the right to receive the secondary use fees freely.
- In the case under the proviso of paragraph 2 of this Article, the neighboring rights for the Creative Master which are owned by the Company shall be returned to the Member if the Distribution Service is terminated for any reason whatsoever such as expiry of the effective period of the Distribution Service.
- In the case under the proviso of paragraph 3 of this Article, the Company shall transfer the right to receive the secondary use fees again to the Member or a person designated by the Member when the Distribution Service is terminated for any reason whatsoever such as expiry of the effective period of the Distribution Service. This shall apply only if it is possible to retransfer the right to receive the secondary use fees due to systems of RIAJ or other schemes. If it is impossible to retransfer the right to receive the secondary use fees, the Company shall be able to reserve the return of the neighboring rights to the Member under paragraph 4 until the retransfer becomes possible.
- The Company shall be able to use the Creative Master and the Musical Works within the scope required to accomplish the purposes of use below without any payment to the Member:
- (1) Acts required for providing the Distribution Service such as providing data to the Distributor; and
- (2) All use of the Creative Master such as distribution on Internet including websites or social network services, broadcasting, cable broadcasting and reproduction in order for the Company and the Group Companies to accomplish the purpose of advertising and promoting BIG UP! and encouraging use of BIG UP!
- The Member shall not exercise moral rights of an author or a performer to the Company and any third party designated by the Company (including, without limitation to the Distributor).
Article 15 (Warranties)
- The Member shall warrant the matters listed in each item to the Company:
- (1) The Creative Master and the Musical Works created by the Member do not infringe the copyrights, neighboring rights, portrait rights and any other rights of others;
- (2) The Company can execute the CP Agreement for the Creative Master with the Distributor freely and effectively without any binding or objection from any third party; and
- (3) In using the Distribution Service, the Member shall have obtained all permission from duly authorized third parties concerning the Creative Master.
- In the case where the Member breaches its warranties specified in the TOS or its obligations including the matters warranted by the Member under paragraph 1, if the Company, the Group Companies or the Distributor receive any claim or objection from a third party, the Member shall treat and solve the claims or objection at the responsibility and expenses of the Member. The Member shall warrant that the Member shall never cause the Company, the Group Companies or the Distributor to take any responsibilities or bear expenses. However, the Company shall, at its discretion, be able to take measures for solving disputes by itself. In this case, the Company shall be able to charge all damage and expenses incurred by the Company (including, without limitation to expenses required for solving disputes such as attorney fees) to the Member. The Company shall also be able to suspend, stop or discontinue the Distribution Service (of the subject song) and suspend payment of the Income Distribution of the subject song until the problem is resolved.
Article 16 (Revision of the Management Fees and the Sales Fees)
The Company shall be able to revise the Management Fees and the Sales Fees in accordance with Article 2.
Article 17 (Withdrawal of the Income Distributions)
- If the balance of the Income Distributions (or the total amount of the Income Distributions for all services if the Member uses other services of BIG UP!; the same applies hereafter) exceeds 1,000 yen, the Member shall be able to receive the Income Distributions at the option of the Member through the Registration Account by applying for the receipt to the Company by prescribed methods.
- If the Member files the application based on paragraph 1, the Company shall pay the Income Distributions to the Registration Account based on the payment dates below:
- (1) For the application from 1st to 15th of each month: 25th of the month of application
-
(2) For the application from 16th to the last date of each month: 10th of the month following the month of the application
* If the payment date is not a bank business day, the payment date will be the following business day.
- Notwithstanding paragraphs 1 and 2, if the balance of the Income Distributions exceeds 500,000 yen, the Company shall be able to pay the full amount of the balance to the Registration Account without application by the Member. In this case, the payment shall be made on the payment date which is prescribed by the Company and is within the month following the month when the balance reaches 500,000 yen.
- If the Company was not able to transfer the Income Distributions due to incomplete account information registered by the Member, the Member shall pay re-remittance expenses required by banks. If the total amount of these re-remittance expenses and transfer fees fall below the balance of the Income Distributions, the Company shall not be able to pay the Income Distributions to the Member under certain circumstances.
- The Member shall be able to receive the Income Distributions by using the payouts service provided by PayPal Pte. Ltd. (the “Payouts”), instead of receiving the Income Distributions through the Registration Account as provided in paragraph 1 of this Article. If the Member uses the Payouts, the Company shall deduct the administrative fees separately specified by the Company from the Income Distributions and then pay the deducted Income Distributions.
- Notwithstanding paragraphs 1 and 2, if the balance of the Income Distributions exceeds 500,000 yen, the Company shall be able to pay the full amount of the balance through the use of the Payouts, without application by the Member. In this case, the payment shall be made on the payment date which is prescribed by the Company and is within the month following the month when the balance reaches 500,000 yen.
- In the case under the main body of paragraph 5, the Member shall receive the Income Distributions in accordance with the terms and conditions of a contract separately executed between the Member and PayPal Pte. Ltd. If the Member fails to observe the terms and conditions of a contract with PayPal Pte. Ltd., the Member may not be able to receive the Income Distributions under certain circumstances.
- If any dispute arises between the Member and PayPal Pte. Ltd. in connection with receipt of the Income Distributions, the Member shall resolve such dispute at its responsibility and expenses, hold the Company harmless and cause no damage to the Company. The Company shall be no liable for any damage suffered by the Member as a result of such dispute.
- If the Company suffers any damage as a result of any dispute between the Member and PayPal Pte. Ltd., the Member shall compensate the Company for the damage at the request of the Company.
Article 18 (Terms and Conditions for Use of the Distribution Service)
- If a third party other than the Member owns whole or part of rights such as copyrights for the Musical Works or neighboring rights for the Creative Master (except for the cases where such ownership is attributable only to entrusting to the administrators for copyright and neighboring rights), the Member shall have to take proper measures with the third party such as transfer and licensing of copyrights before the Member starts use of the Distribution Service, in order for the Company to provide the Distribution Service without trouble. In addition, the Member shall have to provide sufficient explanation for the TOS in advance to the third party for its approval. If a third party other than the Member becomes an owner of whole or part of rights such as copyrights for the Musical Works or neighboring rights for the Creative Master after staring use of the Distribution Service (except for the cases where such ownership is attributable only to entrusting to the administrators for copyright and neighboring rights) or if the rights to the musical work come into conflict with a third party, the same shall apply.
- If the Member has not performed its obligations under paragraph 1, the Company shall, at its discretion, be able to suspend, stop or discontinue the Distribution Service and to suspend payment of the Income Distribution of the subject song for any reason whatsoever.
Article 19 (Setting of Free Viewing Periods by the Distributor)
The Member shall accept in advance that if the Distributor sets free viewing periods, the Distributor might not pay distribution fees during the periods to the Company under certain circumstances. The Member shall express no objection to the matter above.
Article 20 (Stop of Distribution upon Request from the Member)
If the Member wishes to stop distribution of an individual Title, the Member shall take procedures for stopping distribution against the Company by the methods prescribed by the Company.
Article 21 (Stop of Distribution due to fraudulent acts)
- If the Company is notified by the Distributor that there is or is likely to be an act of unauthorized reproduction of all or part of a member's titles, or if the Distributor suspends distribution of all or part of a member's titles, suspends or reduces payment, requests a refund, levies a surcharge or demands payment under other names, or if the Company determines that all or part of a member's title has been or may be subject to unauthorized reproduction, the Company, without notice to the Member, suspend distribution of the title or all of the Member's titles including that title (all distributors including the Distributor) or take any other action that the Company deems appropriate, deduct the amount billed by the Distributor from the distribution balance of the Member in question, or charge the Member in question for the amount claimed.
- In the event that the Company charges the Member for the claims billed by the Distributor in accordance with paragraph 1 of this Article, the Member shall promptly pay the amount of relevant claim to the Company in the manner specified by the Company.
Article 22 (Early Termination)
- If the Member wishes to terminate the Distribution Service for an individual Title or all Titles during the effective period of the Distribution Service (described in Article 23), the Member shall take procedures for early termination against the Company by the methods prescribed by the Company.
- In the case under paragraph 1, the Management Fees concerning the terminated Title will not be refunded.
Article 23 (Stop of Distribution)
- Based on the provisions of the TOS, if the Member requests the Company to stop distribution or if the Distribution Service is terminated for any reason whatsoever such as expiry of the effective period of the Distribution Service, the Company shall take measures promptly for stopping distribution of the Creative Master. However, if the Company has taken these measures, the distribution of the Creative Master shall not be stopped immediately under certain circumstances. The Member shall not express an objection to the matter above.
- In the case under the proviso of paragraph 1, if both the Distributor continues the distribution of the Creative Master and the Company has received the Sales Revenues, the Company shall pay the Income Distributions to the Member in accordance with the TOS.
Article 24 (Effective Period of the Distribution Service)
- The effective period of the Distribution Service is one year from the date when the Member applies for the Distribution Service per Title. However, the Member who uses the Free Plan shall not decide an expiry date for the Distribution Service. The provisions of paragraphs 2, 3, 4 and 5 of this Article shall not be applied to the Member who uses the Free Plan.
* For example, if the Member applies for the Distribution Service (Basic Plan) on August 1, 2020, the effective period shall start on August 1, 2020 and end on July 31, 2021.
- If the Member wishes to change the plan to the Free Plan to extend the Distribution Service when the effective period expires, the Member shall have to show the intention to the Company at least 30 days before expiry of the effective period under paragraph 1. If the intension has not been shown, the provisions of paragraph 5 shall be applied.
- If the Member does not wish to extend the Distribution Service when the effective period expires, the Member shall have to show the intention to the Company at least 30 days before expiry of the effective period under paragraph 1. If no intension has been shown, the provisions of paragraph 5 shall be applied.
- If the Company does not wish to extend the Distribution Service, the Company shall notify the Member at least seven days before expiry of the effective period under paragraph 1 and take the measures for stopping distribution prescribed by the Company.
- If the Member and the Company do not take the measures specified in paragraphs 2, 3 and 4, the effective period shall be extended automatically for the same period and plan as those of the initial application for the Distribution Service after expiry of the initial effective period under paragraph 1. The same shall apply thereafter. However, if a case falls under any of each item below, the plan shall be changed to the Free Plan automatically after expiry of the initial effective period:とします。
- (1) If the Member uses the payment means which require the Member to show the intention of extending the Distribution Service to the Company when extending the Distribution Service;
- (2) If the Member has not entered payment information;
- (3) If a credit card designated by the Member expires; and
- (4) In addition to each item above, payments cannot be made by the payment means selected by the Member.
- Regardless of provisions in each paragraph above, if the effective period of the Distribution Service expires or if the Distribution Service is terminated for any reason whatsoever such as termination, the distribution of the Creative Master shall not be stopped immediately under certain circumstances due to operations of the Distributor.
- In the case under paragraph 6, if both the Distributor continues the distribution of the Creative Master and the Company has received the Sales Revenues, the Company shall pay the Income Distributions to the Member in accordance with the TOS.
Article 25 (Handling after Withdrawal of Membership)
- As of the Member’s withdrawal from BIG UP!, if there are the Income Distributions based on the TOS which are not paid to the Member (the “Unreceived Money”), the Member shall be entitled to receipt of the Unreceived Money at the time of the withdrawal after deducting the prescribed transfer fees. However, in the case where the amount of the Unreceived Money is same as or less than the prescribed transfer fees, only if approved by the Company, the Member shall be entitled to receipt of the Unreceived Money with such prescribed transfer fees to be borne by the Company.
- In the case under paragraph 1, if the Company has not been able to pay the Unreceived Money for one year because the Member registered a wrong account number, if the Member changed an account number after withdrawal or there are any other reasons, the Company shall not be obliged to pay the Unreceived Money thereafter. If the Member registered a wrong account number, the Member shall pay re-remittance expenses required by banks. If the total amount of these re-remittance expenses and transfer fees fall below the balance of the Unreceived Money, the Company shall not be able to pay the Unreceived Money to the Member under certain circumstances.
- In addition to other provisions of the TOS, if the Member is removed from the membership based on the BIG UP! Terms of Use and any other terms or rules due to violation of these terms or rules, the Company shall not be obliged to pay the Unreceived Money.
Article 26 (Contact)
For inquiries regarding the Distribution Service and the TOS, please contact:
Avex Music Creative Inc.
E-mail: support@big-up.style
Enacted: October 17, 2016
Revised: January 16, 2017
Revised: September 15, 2017
Revised: January 12, 2018
Revised: February 5, 2018
Revised: March 13, 2020
Revised: September 1, 2020
Revised: December 1, 2020
Revised: December 27, 2021
Revised: August 23, 2022
Revised: August 1, 2023
Revised: March 25, 2024
Revised: August 26, 2024