Support Policy Page
1. Interpretation
1.1 Capitalized terms not otherwise defined in this Policy shall have the meanings assigned to them in the Agreement Form.
1.2 In this Policy, unless inconsistent with the context:
Affiliate means any entity that Controls, is Controlled by, or is under common Control with another entity. “Control” refers to the power, directly or indirectly, to direct management, operations, or assets of an entity through ownership, contract, or otherwise.
Applicable Law includes all applicable national and international laws, regulations, codes, standards, and rules, including data protection laws, as well as judgments, orders, rulings, and decisions by governmental or regulatory authorities relevant to the Partner or the services provided.
Business Day means any day other than a Saturday, Sunday, or public holiday in the Partner’s country of operation.
Commercially Reasonable Efforts means actions a prudent and well-managed organization would take to achieve a particular outcome in good faith.
Confidential Information includes any non-public information disclosed by Rakuten or the Partner under this Policy, including business strategies, financial data, intellectual property, marketing plans, and operational details. Confidential Information excludes information already public, independently developed, or received from third parties without confidentiality obligations.
Insolvency Event includes receivership, bankruptcy, winding-up, inability to pay debts, or equivalent events under applicable law.
Intellectual Property Rights means all rights related to copyrights, patents, trademarks, trade secrets, design rights, database rights, domain names, and other proprietary rights worldwide.
Representatives includes Affiliates, officers, employees, agents, advisers, and subcontractors of the relevant Party.
2. Term
2.1 This Policy applies to the Partner from the date of acceptance in the Agreement Form (“Effective Date”) and shall remain in effect for the Initial Term specified in the Agreement Form. Rakuten may extend the engagement for additional Renewal Terms at its discretion.
3. Support Services
3.1 The Partner shall provide the support services outlined in the Agreement Form (“Services”) independently, using its expertise, and in accordance with Rakuten’s reasonable instructions and feedback. Services shall be performed to a professional standard consistent with similar service providers globally and in compliance with Applicable Law.
3.2 Rakuten may issue additional support requests or service orders (“Orders”) at any time. Each Order is governed by this Policy and the Agreement Form. In the event of a conflict, the terms of this Policy and the Agreement Form shall take precedence unless explicitly stated otherwise in the Order.
3.3 The Partner shall confirm receipt of each Order within two (2) Business Days, after which the Order is deemed accepted. Rakuten may amend, vary, or terminate any Order with immediate written notice prior to the delivery of Services.
3.4 While performing Services, the Partner shall:
Act in good faith and not provide false, misleading, or fraudulent information;
Maintain high-quality output consistent with its professional expertise;
Comply with all Applicable Laws and Rakuten’s instructions;
Avoid creating content or communications that defame, disparage, or harm Rakuten, its Affiliates, or their products and services;
Avoid including prohibited or abusive content, including discriminatory, illegal, or infringing material;
Not delegate obligations to third parties without Rakuten’s prior written consent.
3.5 Rakuten reserves the right to review, approve, or request modifications or removal of any content produced by the Partner in connection with the Services.
4. Fees, Invoicing, and Tax
4.1 Fees: Rakuten shall pay the Partner the fees specified in the Agreement Form and/or any Orders (“Fees”). Fees are inclusive of all applicable taxes unless otherwise stated. The Partner is responsible for its own costs, tools, or equipment required to perform the Services.
4.2 Payment: Fees will be paid to the Partner’s designated account. Rakuten may withhold disputed fees in good faith. Rakuten reserves the right to set off any amounts owed between Rakuten and the Partner or their Affiliates.
4.3 Taxes: All payments are subject to applicable taxes. Rakuten may withhold taxes as required under local law and provide proof of remittance to the relevant authority. Each Party is responsible for its own tax obligations.
5. Intellectual Property Rights
5.1 Partner Content: All content created by the Partner under this Policy (“Partner Content”) shall be considered works made for hire, with ownership of all Intellectual Property Rights transferred to Rakuten. The Partner agrees to execute documents or appoint Rakuten as its agent to perfect such rights globally if necessary.
5.2 Individual Rights: The Partner grants Rakuten a worldwide, irrevocable, sublicensable, and royalty-free license to use the Partner’s name, likeness, and related publicity rights for the promotion of Rakuten services.
5.3 Rakuten IP: Rakuten retains all rights to its intellectual property. The Partner is granted a limited, non-transferable license to use Rakuten IP solely for providing the Services, subject to prior written consent for branding usage.
6. Service Recipients
6.1 The Partner shall provide Services to Rakuten and its Affiliates as specified in the Agreement Form or Orders. References to Rakuten include its Affiliates where applicable.
7. Termination
7.1 Either Party may terminate this Policy with immediate effect upon written notice if the other Party commits a material breach and fails to remedy it within fourteen (14) days, or if an Insolvency Event occurs.
7.2 Rakuten may terminate this Policy or any Order without cause by providing seven (7) days’ prior written notice.
7.3 Termination shall not affect rights or obligations accrued prior to termination.
7.4 Upon termination, the Partner shall refund any Fees paid for Services not satisfactorily delivered in accordance with this Policy.
7.5 Clauses intended to survive termination, including intellectual property, confidentiality, liability, and dispute resolution, shall remain in effect.
This Rakuten Support Policy is global in scope and applies to all Partners regardless of location. All references to currency and payments may be denominated in USD unless otherwise specified.
