Partnership Terms of Use

This agreement (hereinafter referred to as the “Agreement”) outlines the rights and obligations between Little Help Agency LLC. (hereinafter referred to as the “Company”) and our partners (hereinafter collectively referred to as the “Partners”), who enter into a partnership Contract (hereinafter referred to as the “Contract”) with the Company for use the software service “LITTLE HELP CONNECT,” which is provided by the Company that integrates LINE official accounts with HubSpot’s CRM, marketing, sales, and customer service functionalities (hereinafter referred to as the “Service” and regardless of any changes in the name or content of the Service, such changes will also be included under the term “Service). All Partners must adhere to the provisions and the rights and obligations established herein in connection with the Service provided by the Company. As these Terms of Use apply to all Partners, it is essential to read them carefully before using the Service.

Chapter 1: Registration

Article 1 (Applicability)

1. The provisions of this chapter shall apply to all the Partners.
2. In addition to this Agreement, any separate rules, etc. existing shall also be deemed to be a part of this Agreement. However, in case the content of such rules, etc. pertains to matters specified in this Agreement, the rules or regulations shall take precedence over this Agreement.

Article 2 (Formation of Partnership)

1. Individuals wishing to enter into this Contract (hereinafter referred to as “Prospective Partners”) may apply for partnership with the Company by agreeing to comply with this Agreement and providing certain information (hereinafter referred to as the “Registration Information”) specified by the Company through the Company’s designated method.
2. Prospective Partners shall, at the time of application as stipulated in the preceding paragraph, select the partnership type they desire, either Solution Partners (hereinafter referred to as “Solution Partners”) or Referral Partners (hereinafter referred to as “Referral Partners” but along with the Solution Partner together will be simply referred to as Partners), as specified by the Company through a separate method.
3. This Contract shall be considered effective by the time the Company accepts the application through the method separately designated by the Company, following the application made by Prospective Partners under the paragraph 1 of this Article above.
4. The Company may refuse registration and re-registration of prospective partners in case they meet any of the following conditions, and it shall have no obligation to disclose the reasons for such refusal.
   1. In case there are false statements, errors, or omissions in the Registration Information provided to the Company.
   2. In case Prospective Partners are minors, adults under guardianship, adults under curatorship, or adults under assistance and have not obtained the consent of their legal representatives, guardians, curators, or assistants.
   3. In case the Company judges that the prospective Partners are or have any form of interaction or involvement with antisocial forces, such as organized crime groups, gang members, right-wing groups, antisocial forces, or any similar entities, including but not limited to cooperation or engagement in the maintenance, operation, or management of antisocial forces, either through financial support or otherwise.
   4. In case the Company judges that Prospective Partners or their associates have violated past contract with the Company.
   5. In case the Company judges the registration inappropriate for any other reason.

Article 3 (Change of Registration Information)

Partners shall promptly notify the Company of any changes to the Registration Information through the method designated by the Company.

Chapter 2: Solution Partners

Article 4 (Applicability)

1. The provisions of this chapter shall apply only to Solution Partners among all the Partners.
2. In addition to this Agreement, any separate Rules, etc. existing shall also deemed to be a part of this Agreement. However, in case the content of such rules, etc. pertains to matters specified in this Agreement, the Rules, etc. shall take precedence over this Agreement.

Article 5 (Outsourcing)

The Company shall, in accordance with the provisions from the next section onwards, entrust Solution Partners with the tasks related to the sale of the Service (hereinafter referred to as the “Service Sales”) to third parties (hereinafter referred to as the “Contracting Party”), and Solution Partners shall accept such tasks.

Article 6 (Methods)

The Company shall entrust the Service Sales tasks to Solution Partners in accordance with the provisions of the following items:

1. Solution Partners shall themselves enter into contract for the plan on the Service designated by the Company.
2. The Company shall provide support for the sales promotion of the Service to Solution Partners.
3. The Company grants Solution Partners the authority to sell the Service on behalf of the Company under sales conditions separately specified by the Company. However, this does not grant the authority to collect payments.
4. Solution Partners, in case specified by the Company, shall use contracts or documents designated by the Company for the Service Sales. In cases where no prior specifications exist, Solution Partners must explicitly inform the Contracting Party that they do not have the authority to collect payments.
5. Solution Partners shall, on behalf of the Company, enter into contracts related to the Service between themselves and the Contracting Parties. This shall also be explicitly stated in the contracts mentioned in the preceding paragraph.
6. The Company shall not provide Solution Partners with documents indicating a power of attorney or any other authorization for each contract related to the Service Sales.
7. All expenses related to contract formation shall be borne by Solution Partners.
8. The Company grants Solution Partners only the authority to sell the Service to end-users, and unless separately agreed with the Company, Solution Partners shall not appoint sub-agents or grant any other authorizations.
9. Solution Partners shall, at their own responsibility, provide explanations regarding the Service to the Contracting Parties.
10. In connection with the explanations in the preceding item, any transactions, communications, disputes, etc., arising between Solution Partners and Contracting Parties shall be resolved by Solution Partners at their own responsibility and expense.

Article 7 (Notification)

1. Solution Partners, as agents of the Company, shall notify the Company of the address, name, or company name, and transaction details of the Contracting Party within the period specified by the Company in case a contract related to the Service is established between the Company and the Contracting Party. Solution Partners must obtain prior consent from the Contracting Party regarding the notification.
2. In case the procedures in the preceding paragraph are delayed and the Company receives claims for damages or compensation from the Contracting Party, all such damages shall be borne by Solution Partners who were involved in the Service Sales.

Article 8 (Solution Partner Commission)

1. In the event that a contract (hereinafter referred to as the “Achievement Contract”) related to the Service is concluded between the Company and the Contracting Party as a result of the Service Sales activities and the compensation based on the Achievement Contract is paid to the Company by the Contracting Party, the Company shall pay Solution Partners a commission equal to 20% of the software monthly usage fee paid to the Company by the Contracting Party over the entire period of the Achievement Contract, beginning from the conclusion of the Achievement Contract and continuing for the duration of the Achievement Contract (tax included). However, this shall not apply in case of otherwise agreed with the Company.
2. Notwithstanding the preceding paragraph, no commission shall be incurred in case Solution Partners had engaged in the sales of the Service to a specific Contracting Party to whom the Company had already conducted sales activities of the Service in beforehand to the same Contracting Party.
3. After the payment of the commission under this Article, in case it is determined that the contract related to the Service Sales is invalid, canceled, or terminated, or in case Solution Partners or the Company pays damages or other money to the Contracting Party related to defects in that contract, Solution Partners shall refund the commission to the Company.

Article 9 (Payment of Solution Partner Commission)

1. The commission as per the preceding Article shall be paid by transfer to the bank account designated by Solution Partners, and the transfer fees shall be borne by the Company.
2. The Company shall notify Solution Partners of the details of the compensation received in the previous month by the ●th day of each month.
3. Solution Partners may raise objections within one week of the notification in the preceding paragraph. However, in case Solution Partners do not raise objections to the Company within the same period, the commission as per the preceding Article shall be deemed to be the same amount as the commission calculated based on the compensation in the notification.
4. The Company shall pay the commission to Solution Partners by the end of the month following the month in which the notification as per the second paragraph of this Article was made.

Chapter 3: Referral Partners

Article 10 (Applicability)

1. The provisions of this chapter shall apply only to Referral Partners among all the Partners.
2. In addition to this Agreement, any separate Rules, etc. existing shall also be deemed to be a part of this Agreement. However, in case the content of such Rules, etc. pertains to matters specified in this Agreement, the rules, etc. shall take precedence over this Agreement.

Article 11 (Outsourcing)

The Company entrusts Referral Partners with the task of introducing individuals (hereinafter referred to as “Potential Customers”) who wish to enter into contracts related to the Service with the Company and the related tasks (hereinafter referred to as the “Referral Business”). Referral Partners shall accept and carry out these tasks.

Article 12 (Methods)

The Company entrusts Referral Partners in accordance with the following responsibilities for the Referral Business:

1. Referral Partners shall introduce Potential Customers for the Service in accordance with this Contract. As a method of introduction, Referral Partners shall provide the necessary information about Potential Customers, such as their address, name, or company name, to the Company.
2. The Company does not grant any authority, including the right to receive payment, to Referral Partners.
3. All expenses and costs related to the Referral Business shall be borne by Referral Partners.
4. Referral Partners shall provide explanations about the Service to Potential Customers at their own responsibility.
5. Regarding transactions, communications, disputes, and other matters arising between Referral Partners and Potential Customers related to the explanations in the preceding clause, Referral Partners shall resolve them at their own responsibility and cost.

Article 13 (Notification)

In the event that a contract related to the Referral Business (hereinafter referred to as the “Achievement Contract”) is concluded between the Company and a Potential Customer (hereinafter referred to as the “Customer”) within six months from the date of referral, the Company shall notify Referral Partners who introduced the Customer of the Customer’s address, name, or company name, and transaction details by the end of the month following the month in which the contract was concluded.

Article 14 (Referral Fees)

1. In case an Achievement Contract is concluded within six months from the date of referral of a Potential Customer and the payment based on such Achievement Contract is made by the Customer to the Company, the Company shall pay Referral Partners referral fees. The referral fees shall be equivalent to 20% (including taxes) of the amount paid by the Customer to the Company under the Achievement Contract, for a period of one year from the conclusion of the Achievement Contract. However, this shall not apply in case otherwise agreed upon with the Company.
2. Notwithstanding the preceding paragraph, no fees shall be incurred in case Referral Partners have introduced the Customer to whom at the time of referral, the Company had already conducted sale activities of the Service in beforehand to the same Potential Customer.

Article 15 (Payment of Referral Fees)

1. The fees mentioned in the preceding Article shall be paid by transfer to the bank account designated by Referral Partners, and the transfer fees shall be borne by the Company.
2. The Company shall notify Referral Partners of the details of payments received by the end of the month following the month in which the payments were received, by the ●th day of each month.
3. Referral Partners may raise objections within one week from the notification in the preceding paragraph. However, in case Referral Partners do not raise objections to the Company within the same period, the fees mentioned in the preceding Article shall be deemed equal to the fees calculated based on the notified amount.
4. The Company shall pay the fees mentioned in the preceding Article to Referral Partners by the end of the month following the month in which the Company sent the notification specified in the second paragraph of this Article.

Chapter 4: Common Provisions

Article 16 (Applicability)

1. The provisions of this chapter shall apply to all Partners.
2. In the event of separate Rules, etc. existing, they shall be deemed to be a part of this Agreement. However, in case the content of such Rules, etc. pertains to matters specified in this Agreement, the provisions of such rules, etc. shall take precedence over this Agreement.

Article 17 (Use of Trademarks)

1. Partners shall, in case desiring to use trademarks for which the Company has usage authorization, apply to the Company in advance to obtain its consent. Furthermore, the conditions for the use of the trademarks subject to consent shall be in accordance with the Company’s designations.
2. Notwithstanding the preceding paragraph, the Company shall be deemed to have granted permission to use trademarks to the extent necessary for the execution of this Contract, during the term of this Contract, in connection with the Service Sales Operations and Referral Business Operations.

Article 18 (Reporting Obligations)

Partners shall provide written or email notifications to the other party in the following cases:

1. In case there is a change in the name of the payee or the bank account for transfers.
2. In case there is a relocation of the main office.
3. In case there is a change in the representative.
4. In case there is a change in the contact person.
5. In case there is a significant change in the business activities or the potential for such changes to occur.

Article 19 (Guarantee)

The Company guarantees the quality as stated in this Agreement, Privacy Policy, and other related regulations for the use of this Service (hereinafter referred to as “Related Regulations”) to the Partners.

Article 20 (Contract Period)

1. The effective period of this Contract shall be ● years from the date of contract establishment.
2. Unless either the Company or Partner notifies the other of its objection in a manner separately determined by the Company at least one month prior to the expiration of the term, the Contract shall automatically be extended for one year, and the same shall apply thereafter, in accordance with the method separately specified by the Company.

Article 21 (Termination)

1. The Company may terminate this Contract in the future without prior notice or demand in case the User falls under any of the following items:

1. Violation of any provision of this Agreement.
2. Use or attempted use of the Service with the purpose or method that may cause damage to the Company, other users of the Service, or third parties.
3. Interference with the operation of the Service, regardless of the means or methods used.
4. Failure to perform obligations owed to the Company.
5. Suspension of payments, insolvency, initiation of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation proceedings, or filing of similar proceedings.
6. Attachment, provisional attachment, provisional disposition, compulsory execution, or auction application.
7. Delinquent tax payments.
8. Discontinuation of business or commencement of liquidation proceedings.
9. No use of the Service for more than six months.
10. No response within the period specified by the Company to inquiries or other communications seeking a response from the Company.
11. Any other circumstances where the Company judges that the User’s continued use is inappropriate.

    2. In case the User falls under any of the reasons in the preceding paragraph or  this Contract is terminated based on the preceding paragraph, the User justifiably lose the benefit of the term for all obligations owed to the Company or all obligations arising from contracts concluded through the Service immediately and shall immediately make full payment of all obligations.
   3. The Company shall not be liable for any damages incurred by the User as a result of the actions taken by the Company based on this Article and shall not make any refunds.

Article 22 (Credit)

The Partner shall not engage in any act that damages or may damage the reputation of the Company.

Article 23 (Non-competition Obligation)

During this Contract period, unless already handled at the time of the conclusion of this Contract, the Partner shall not sell or engage in sales promotion activities for services of other companies that are of the same kind or competitive with the Service without prior consent from the Company.

Article 24 (Exclusion of Anti-Social Forces)

1. The Partner represents and warrants that it is not a member of an organized crime group (hereinafter referred to as “Anti-Social Forces”), such as an organized crime group, a member of an organized crime group, an associate member of an organized crime group, a company related to an organized crime group, “sokaiya” or corporate extortionists, a social movement advocate, a special intelligence violence group, or any other similar organization, and that it is not affiliated with a corporation or entity in which Anti-Social Forces are substantially involved at the time of the conclusion of this Contract. The Partner also guarantees that it will not fall under any of these categories in the future.
2. The Company may terminate the Contract without any notice or demand in case the Partner falls under any of the following items, and the Company shall not be obligated to compensate the Partner for any damages, even in case damages are incurred by the Partner:

1. In case the Partner is recognized as falling under Anti-Social Forces.
2. In case it is recognized that Anti-Social Forces are substantially involved in the management.
3. In case it is recognized that the Partner is utilizing Anti-Social Forces.
4. In case it is recognized that the Partner is providing funds or other benefits to Anti-Social Forces or facilitating them.
5. In case officers or individuals substantially involved in management have socially condemned relationships with Anti-Social Forces.

Article 25 (Confidential Information)

1. The User shall treat as confidential and shall not disclose to any third party any non-public information disclosed by the Company to the User in connection with the Service, unless the Company’s prior written consent is obtained, except as otherwise provided.
2. The Company shall not have an obligation to treat as confidential any information disclosed by the User in connection with the use of the Service, unless otherwise agreed upon.

Article 26 (Ownership of Rights)

All intellectual property rights related to the Service belong to the Company or third parties who have licensed such rights to the Company. The license to use the Service under this Agreement does not imply the license to use the intellectual property rights of the Company or third parties related to the Service.

Article 27 (Modification of the Service)

1. The Company may, at its discretion, change the content of the Service or terminate its provision.
2. The Company shall not be liable for any damages incurred by the Partner as a result of the measures taken by the Company under this Article.

Article 28 (Amendment of this Agreement)

1. The Company may amend this Agreement and any Rules, etc.
2. In ca the Company amends this Agreement, the Company shall notify the Partner by uploading the amended terms on the Company’s website, etc., and the notification shall specify the effective date of the amended terms.
3. In case the amendment of this Agreement conforms to the general interests of the Partner, is not contrary to the purpose of this Agreement, and is reasonable in the necessity of the amendment and the appropriateness of the amended content, and other circumstances related to the amendment, then the amendment shall be deemed to be accepted by the Partner in case the Partner uses the Service after being notified of the amendment or no termination process was done by the Partner within a period from the amendment specified separately by the Company.
4. In case the amendment of this Agreement does not meet the requirements of the preceding paragraph, the amendment shall take effect from the time when the Partner gives consent.

Article 29 (Contact and Notification)

1. Inquiries and other communication or notifications from the Partner to the Company regarding the Service, as well as notifications of changes to this Agreement, and other communication or notifications from the Company to the Partner, shall be made by email to the email address provided by the Partner to the Company, or by other methods specified by the Company. The Company shall deem communications or notifications sent to the contact information provided by the Partner as valid unless the Partner has notified the Company of a change in contact information.
2. Communication from the Partner to the Company regarding the Service shall be made in the manner specified by the Company.

Article 30 (Damages)

1. In case the Partner causes damage to the Company by violating this Agreement or in connection with the Sales Business or Referral Business, the Partner shall compensate the Company for such damage (including reasonable attorney’s fees within a reasonable range).
2. In case damage occurs to the Partner , except in case exempted by this Agreement, the Company shall be obligated to compensate the Partner for the directly and actually incurred damages. However, the amount of compensation shall be limited to the fees actually paid by the Company to the Partner within one month prior to the date the cause of the damage occurred. In case no fees were paid within one month, the limit shall be 30,000 yen.

Article 31 (Transfer of Rights, etc.)

1. Without the Company’s prior written consent, the Partner shall not transfer, assign, create a security interest in, or otherwise dispose of its position under this Contract, rights and obligations under this Agreement, or rights and obligations based on contracts formed through the Service to a third party.
2. In case that the Company transfers its business related to the Service to another company, the Company may transfer its position under this Contract, rights and obligations under this Agreement, and the Partner’s information to the transferee of such business transfer and the Partner agrees in advance to such transfer as described in this paragraph. This business transfer encompasses not only standard business transfers but also includes all instances of business transfer, including corporate divisions and other scenarios.

Article 32 (Fees upon Contract Termination or Expiration)

In case this Contract is terminated or expired, commission fees shall only be applicable for cases where the commission conditions were met up to the point of termination or expiration (which means in case the Company has already received payment from the Contracting Party or Customer).

Article 33 (Entire Agreement)

This Agreement constitutes the entire agreement between the Company and the Partner regarding the matters included in this Agreement, and it takes precedence over any prior agreements, representations, and understandings, whether oral or written, between the Company and the Partner regarding the matters included in this Agreement.

Article 34 (Survival Clause)

Even after the termination or expiration of this Contract, Articles 6, 7, 9, 12, 15, 17, Paragraph 3 of Article 21, Article 22, Paragraph 3 of Article 24, Article 25, Article 26, from Article 30 up to this Article、and Article 35 shall continue to have effect.

Article 35 (Governing Law and Jurisdiction)

The governing law of this Agreement shall be the Laws of Japan, and for all disputes arising out of or related to this Agreement, the Tokyo Summary Court or the Tokyo District Court shall have exclusive jurisdiction as the court of first instance, depending on the amount in dispute.

Established January 1, 2024

Little Help Agency LLC
Otemachi Building 2F, 1-6-1 Otemachi, Chiyoda-ku,
Tokyo, 100-0004, Japan