Master Terms and Conditions
The English version of these Master Terms and Conditions is merely a translation of the Japanese original prepared for your reference. The Japanese version of the Master Terms and Conditions is applied to the agreement between the Applicant and Yahoo, and Yahoo assumes no responsibility whatsoever for inconsistencies of interpretation arising between the Japanese and English versions.
Master Terms and Conditions
These Master Terms and Conditions comprise the terms of agreement for the display of Yahoo! JAPAN Ads (except for the advertising products specified by Yahoo Japan Corporation (“Yahoo”)) including but not limited to Search Ads and Display Ads submitted with Yahoo by the client (the “Applicant”). If there is any inconsistency between the terms of these Master Terms and Conditions and those of another agreement that has been entered into between Yahoo and the Applicant separately in writing or on the website regarding the display of advertising (be it in the name of an “agency agreement” or any other name), that separate agreement will take precedence over these Master Terms and Conditions.
Article 1 Formation of Agreement
Every time the Applicant wishes to post an advertisement (“Advertisement”), the Applicant must once again consent to these Master Terms and Conditions and submit a standard application via the Yahoo website, or by way of another means specifically instructed by Yahoo.
The Applicant warrants that it will provide true and accurate information to Yahoo and that there will not be any incomplete or insufficient entries when submitting an application to post an Advertisement as set forth in the preceding paragraph. In addition, the Applicant will keep such information updated and accurate even after the formation of the Advertising Agreement as set forth in the immediately following paragraph.
If Yahoo indicates that it accepts the application to post an Advertisement described in Paragraph 1 of this Article, an advertising agreement (“Advertising Agreement”) will be formed in respect of that Advertisement, having as its terms of agreement these Master Terms and Conditions.
When Yahoo receives an application from the Applicant to display the Advertisement, Yahoo will create an advertising account (refers to an identifier used to perform advertising display management related to the Advertisement such as posting advertisement management and budget management, hereinafter referred to as “advertising account”; the advertising account and the MCC account defined in Paragraph 1 of Article 5 are hereinafter collectively referred to as the “Account”) for the Applicant, and if Yahoo decides to approve the Advertisement after confirming receipt of the Deposit (defined in Paragraph 1 of Article 6) and upon performing a credit check, advertisement check and other standard procedures, Yahoo will indicate the acceptance of the preceding paragraph by displaying the Advertisement.
Yahoo is also able to indicate its acceptance of the Advertisement by sending a message to the e-mail address provided by the Applicant when applying, or displaying a message on the Tool (defined in Paragraph 1 of Article 4). In addition, if an application from the Applicant to display the Advertisement is for a Yahoo! JAPAN Ads Display Ads (“Guaranteed Display”),Yahoo is also able to indicate its acceptance of the Advertisement by sending a message to the e-mail address provided by the Applicant when applying, or by displaying on the Tool to the effect that the application has been guaranteed.
For Advertisements already displayed under the Advertising Agreement, the Applicant will once again consent to these Master Terms and Conditions and use the Tool or another means specifically instructed by Yahoo to apply for any additions of, or changes to, Keywords (defined in Paragraph 1 of Article 2), Advertisement Unit Price (defined in Paragraph 6 of Article 6), or budgets, or otherwise make changes to terms, add new advertisements or make changes to advertisements.(However, as for Guaranteed Display, the Applicant only may add new advertisements.) The application of Paragraph 3 of this Article is extended to Advertising Agreements whose terms have been changed and Advertising Agreements that have formed in relation to newly-added Advertisements.
The Applicant acknowledges that all communications, e-mails, information and the like sent by Yahoo before the Advertisement is displayed are sent for the purpose of confirming the details of applications, and similar purposes, unless Yahoo describes clearly the acceptance under Paragraph 4 of this Article.
The Applicant acknowledges that Yahoo may at its own discretion refuse applications from the Applicant to post advertisements (hereinafter shall include refusals relating to changes of terms or additions of new Advertisements as set down in Paragraph 5 of this Article), if the Applicant breaches Paragraph 2 of this Article or if Yahoo deems that it is unreasonable to post advertisements on the basis of the credit check or the advertisement check (including inspection of Links, as defined in Paragraph 1, Item 1 of Article 2) as set forth under Paragraph 4 of this Article, or otherwise based on Yahoo’s own criteria, and that Yahoo will not be liable therefor. If Yahoo has refused the Applicant's application and closed the Applicant advertising account in question, but the Applicant has already made a Deposit, Yahoo will return that Deposit pursuant to the prescribed procedures, by a method voluntarily specified by Yahoo; provided, however, that if the Applicant fails to specify an account for returning the Deposit balance after being requested to do so by Yahoo within a separately set deadline, or if Yahoo is otherwise unable to return the Deposit balance to the account specified by the Applicant for a reason not attributable to Yahoo, Yahoo may appropriate such Deposit balance in accordance with the policies set forth by Yahoo. If Yahoo is returning the Deposit balance by way of transfer to the Applicant’s bank account, any transfer charges will be borne by Yahoo. (Elsewhere, all transfer charges will be borne by the Applicant unless it is stated explicitly in the Master Terms and Conditions that they are to be borne by Yahoo).
Article 2 Responsibilities of the Applicant
The Applicant guarantees Yahoo the following:
- (1)The Applicant will bear full responsibility for Advertisements, links from Advertisements (including domain names, URLs, websites in the same domain, redirects and the like; the “Links”), and keywords bid on by the Applicant in relation to Advertisements (“Keywords”).
- (2)The content (“content” hereinafter includes title, text, design, keywords, images and similar elements) and Links of the Advertisement do not infringe upon the copyright, industrial rights, publicity rights, privacy rights, or any other rights of third parties (“third parties” hereinafter includes “Affiliates” as defined in Article 3), and all outstanding third party rights have been settled.
- (3)The content and Links of the Advertisement are not in breach of the Law on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices, the Law for Preventing Unjustifiable Extra or Unexpected Benefit and Misleading Representation, or any other related Laws, Regulations and Rules (as defined in Article 16; hereinafter the same).
- (4)The content and Links of the Advertisement are properly managed by the Applicant and do not interfere with Yahoo’s ability to execute Advertising Agreements.
- (5)The content and Links of the Advertisement are accurate and up to date, are not confusing to Applicants (referring to any person using websites, applications or similar via the internet or other means of communication regardless of the device used to do so; hereinafter referred to as “Applicants”), do not contain viruses or false information, and are not irrelevant to each other.
- (6)The Keywords used in the Advertisement are clearly and directly related to the content, purpose and theme of the Advertisement and Links, and do not infringe upon the guidelines or operational policy regarding Keywords set down by Yahoo.
- (7)Neither the Advertisement nor its Links are “dead links”.
- (8)The Advertisement and Links do not include elements that compromise standards of public decency, or are defamatory to or slanderous of third parties.
- (9)The Applicant has not conducted any act of avoiding any prescribed advertisement checks for the Advertisement and its Links.
- (10)The Advertisement is for a Guaranteed Display specified separetely Yahoo! JAPAN, The applicants must complete the submission of this advertisement and other necessary procedures by the date specified by Yahoo
- (11)In addition to where specified in the preceding items, the format and Links of the Advertisement must not infringe upon the Yahoo! JAPAN Advertisement Editorial Guidelines set down by Yahoo, or with other display content rules guidelines, or similar (hereinafter referred to collectively as “Advertising Guidelines”).
- (12)The advertising data usage standards specified by Yahoo and other data usage regulations, guidelines and the like specified by Yahoo (hereinafter referred to collectively, “Data Usage Guidelines”) will be observed when, under the provisions of the Advertising Agreement, data is acquired by the Applicant itself or transferred between the Applicant and Yahoo, or data possessed or managed by the Applicant itself is used by the Applicant in relation to Advertisement display.
In addition to the provisions of the preceding paragraph, the Applicant warrants that in relation to Advertisement display, it will observe the guidelines and other conditions specified by Yahoo.
If an Applicant breach of a warranty specified in either of the preceding two paragraphs results in a claim of damage incurred by a third party being made thereby to Yahoo, the Applicant is responsible for resolving the issue at its own expense, unless the damages result from circumstances attributable to Yahoo.
Article 3 Termination of Advertising
Even after the Advertising Agreement has been entered into or the Advertisement displayed, Yahoo is still able to immediately terminate, suspend, or remove the Advertisement with no associated legal responsibility to the Applicant whatsoever in the form of responsibility for the like if the obligations of guarantee set down in the provisions of Paragraph 1 or Paragraph 2 of Article 2, or another Advertising Agreement have been breached, Yahoo judges at its own discretion that there is a risk of such a breach occurring, Yahoo deems there is concern that there is some impropriety in the Applicant’s operation of its account (there is a danger that the Applicant’s actions may cause damage to Yahoo or a third party or be in violation of the Laws, Regulations and Rules or these Master Terms and Conditions; “Operational Impropriety”), or Yahoo or an affiliate providing Yahoo with an advertising space (“Affiliate”) judges that the content of Advertisement or Links are inappropriate (includes but is not limited to breaches of that Affiliate’s advertising standards). This however, does not exempt the Applicant from paying advertising charges that have already been incurred under the Advertising Agreement.
Article 4 Provision of Tool
Yahoo grants the Applicant the right to access and use interfaces for displaying and managing advertising, programs (including but not limited to tags and web beacons for measuring the effectiveness of advertising) tools, systems, websites and the like provided by Yahoo (hereinafter referred to collectively as “the Tool”), for the sole purposes of submitting applications to display Advertisements, and setting, managing and confirming advertising terms, on the condition that the Applicant does so in compliance with these Master Terms and Conditions.
When accessing and using the Tool, the Applicant will comply with the rules set down below.
- (1)The Tool, its associated ID and password, and all other information needed for using the Tool must be appropriately used and managed by the Applicant while bearing responsibility therefor, and the Applicant must permit the use thereof only by parties to which the authority to display advertising using the Tool and to set, manage and check the Applicant’s account has been separately granted by the Applicant under the terms specified separately by Yahoo. The Applicant must appropriately manage the names, addresses, telephone numbers, and similar information of the persons granted with said authority, as well as the periods over which they are granted that authority, the length of time for which they have performed their jobs and the like, and store this information for the duration that the advertisement is on display, having make a record of how the information is managed.
- (2)The Tool must not be used in ways or for purposes other than those prescribed by Yahoo.
- (3)It is prohibited to interfere with, or attempt to interfere with, the correct functioning of the Tool (includes the inputting of false information and any act which places burden on the systems due to excess advertisement submissions which Yahoo regards as improper).
- (4)It is prohibited to reverse engineer, modify or change the Tool, or engage in acts that interfere with the intellectual property rights included in the Tool or any other rights.
- (5)It is prohibited to use the Tool by way of automated software or similar means (excluding tools provided by Yahoo and the like).
Yahoo regards any submission of applications for advertising or setting, changing, or addition of terms of advertising performed using the Tool to have been performed by the Applicant. Yahoo will not be liable for any damages incurred by the Applicant as a result of the same. If the Applicant divulges or makes improper use of the ID or password etc. for the Tool, the Applicant must immediately make a written report to Yahoo and comply with any instructions issued by Yahoo.
Article 5 Special Provisions for MCC Account
If the Applicant has completed the standard registration procedure as instructed by Yahoo, Yahoo grants the Applicant the right to use the identifier (“MCC Account”; functional details are as specified separately by Yahoo) used to manage multiple advertising accounts as part of the Tool.
The Applicant is responsible for the use of the Applicant’s MCC Account. If in relation to use of the MCC Account by the Applicant, Yahoo receives a claim (damage compensation claim, request for suspension of use or any other claim regardless of the nature thereof, and regardless of the pendency of litigation) from the advertiser associated with the Advertisement (“the Advertiser”), another applicant or another third party, the Applicant will bear the liability and expense for resolving the claim without incurring any inconvenience to Yahoo, and will provide compensation for damages incurred by Yahoo (including attorneys’ fees).
Notwithstanding the provision of the first sentence of Paragraph 3 of the preceding article, Yahoo will regard the use of an advertising account to submit an advertising display application or to set, change or add a display condition as an act performed by the party that is the counterparty to Yahoo in the Advertisement Agreement for the applicable advertising display at the time the act was performed, and will bear no liability for damage incurred by the act to the Applicant, the party to the Agreement, the Advertiser or another third party.
If the Applicant has used the MCC Account to manage an advertising account of another applicant or another applicant has used the MCC Account to manage an advertising account of the Applicant, and if Yahoo has taken an action against the other applicant under the terms of the Advertisement Agreement such as by discontinuing display, terminating an account or terminating the Advertisement Agreement, then Yahoo is permitted to also take an equivalent action against the Applicant at Yahoo’s own discretion.
Article 6 Charges
Advertising charges are incurred when any of the conditions separately set forth by Yahoo are met, such as when a displayed Advertisement is clicked upon or viewed (“Clicks”), depending on the type of advertisement product, and payment is deemed to have been made to Yahoo by the Applicant when Yahoo deducts the advertising charges incurred on a given day, along with the amount equal to the result of multiplying advertising charges by the sum of the tax rates of the Japanese national and local consumption taxes, from funds that the Applicant has previously deposited into the Applicant advertising account (the “Deposit”). In the event that the advertising charges incurred exceed the Deposit balance, the shortfall will be deducted from future Deposits at the time they are made.
Even if the results of display of the relevant Guaranteed Display are less than the number of views, etc. (this means the number of ad displays or impressions) presented in the advance simulation on the advertising account as specified in Paragraph 4 of Article 1, Yahoo will not reduce or exempt the advertising charges as provided in the preceding paragraph whatsoever. However, the relevant case may be the subject of supplementation implemented pursuant to the provisions of Paragraph 5 of Article 8.
In addition to the advertising charges set down in Paragraph 1 of this Article, the Applicant will pay Yahoo consideration for services provided by Yahoo in accordance with these Master Terms and Conditions that the Applicant has selected, along with the amount equal to the result of multiplying the consideration for services by the sum of the rates of the Japanese national and local consumption taxes, as invoiced by Yahoo. This consideration is to be paid in advance, and payment will be made by way of Yahoo deducting the amount of consideration from the Deposit in the Applicant advertising account before providing the service in question. Yahoo is not obliged to provide the service until it has received this consideration. If the Deposit is less than the amount of consideration, advertising charges described in Paragraph 1 of this Article will be deducted before any other charges.
The Applicant acknowledges that if detailed calculation of the advertising charges and other consideration for a given month results in a shortfall or excess, the balance of the Applicant advertising account in question may be adjusted by way of a credit for any excess or an additional charge for any shortfall.
Deposits into the Applicant advertising account by the Applicant can only be made by way of a credit card approved by Yahoo, bank transfer, or other means specified separately by Yahoo. If in order to pay the Deposit the Applicant uses a third-party payment service or similar that Yahoo has commissioned to collect advertising charges and other consideration, the Applicant will agree to the standard conditions of use, guidelines and the like set down by that third party.
The maximum amount of the unit price for the advertising charge set down in Paragraph 1 of this Article (i.e. the charge per click, cost per view and other unit prices separately set forth by Yahoo; hereinafter collectively referred to as the “Advertisement Unit Price”) is determined by the Applicant using a tender process specified separately by Yahoo. Yahoo is able to set, and change, from time to time, the minimum tender price of the Advertisement Unit Price. Note that this Paragraph shall not apply to the Guaranteed Display.
When the Applicant advertising account is first created, the Applicant will pay into the Applicant advertising account a Deposit equal or greater than the amount stipulated separately by Yahoo. The Applicant is responsible for managing the Applicant advertising account (including the Deposit balance and the like) using the Tool provided by Yahoo.
If the Applicant advertising account is not used to display any Advertisements or if application for Guaranteed Display is not made for a period of 12 consecutive months, Yahoo is able to terminate the Advertisement Agreement formed between the Applicant and Yahoo and delete the relevant Applicant advertising account.
If the Advertisement Agreement formed between the Applicant and Yahoo is terminated pursuant to the immediately preceding paragraph, Paragraph 1 or 3 of Article 12 or if the Advertisement Agreement formed between the Applicant and Yahoo otherwise terminates and the Applicant advertising account is to be deleted, but the Applicant advertising account contains a Deposit balance, Yahoo will return such Deposit balance to the Applicant. Yahoo will return such Deposit balance to the Applicant by the method voluntarily specified by Yahoo; provided, however, that if the Applicant fails to specify an account for returning such Deposit balance after being requested to do so by Yahoo within a separately set deadline, or if Yahoo is otherwise unable to return such Deposit balance to the account specified by the Applicant for a reason not attributable to Yahoo, Yahoo is able to appropriate the balance in accordance with the policy set down by Yahoo. Unless the Advertisement Agreement is terminated upon the occurrence of any of the items of Paragraph 1 of Article 12, any transfer fees will be borne by Yahoo when returning such Deposit balance by way of transfer to the Applicant’s bank account.
The Deposit balance as set forth in the immediately preceding paragraph will be returned after deducting all liabilities owed by the Applicant to Yahoo (including, without limitation, any liabilities for any advertisement charges, penalty or damage pursuant to the Advertisement Agreement) from such Deposit balance.
If the Applicant has selected automatic credit card payment as the method of payment and the balance of the Applicant advertising account's Deposit falls below the amount judged by Yahoo as being sufficient to keep the Advertisement of the relevant Applicant advertising account displayed for the duration of the period based on past performance, the Applicant’s credit card will automatically be charged for the per-time amount the Applicant has set using the Tool, by way of a Deposit, unless the Applicant has used the process prescribed by Yahoo to cancel said charge. The Applicant acknowledges that, depending on the per-time payment amount set by the Applicant, the Applicant’s credit card may be charged multiple times at once, as credit cards are charged repeatedly until the charged amount exceeds the amount judged by Yahoo as being sufficient to keep the Advertisement of the Applicant advertising account displayed for the duration of the period, based on past performance.
In order to change the payment terms in Paragraphs 1 or 3 of this Article, Yahoo, having reviewed the proposed changes, must give its consent, and both parties must enter into an agreement accordingly, using a standard Yahoo form.
The Applicant acknowledges that when the balance of the Deposit in the Applicant advertising account reaches zero, the display of Advertisement and any other advertising charged to the Applicant advertising account will be stopped, and that Yahoo bears no responsibility in relation thereto.
Yahoo will not issue any receipts for the payment of charges set down in Paragraphs 1, 3 and 4 of this Article; instead, records of orders to transfer funds issued by the financial institution in question and statements issued by the credit card issuer will serve as receipts.
Article 7 Limitations of Yahoo’s Liability
Except when separately specified by Yahoo explicitly, Yahoo makes no guarantee and bears no responsibility in relation to the following:
- (1)Any actions performed by the Applicants of Yahoo websites or applications, the Applicants of Links, or any other third parties including Yahoo agents and the like (including invalid clicks on, or viewing or access of, the Advertisement or its Links, irrespective of the means used, the intentions in doing so, or other circumstances)
- (2)The Advertisement or its Links (irrespective of the content thereof and technical aspects such as how they are handled by the device or browser used to display them, and of whether changes, modifications or adjustments have been made, by the installation of programs or the addition of tags to measure effectiveness, either at the instruction of Yahoo or otherwise)
- (3)The Tool, the advertising system, proposals, websites, related materials, or any other materials provided or loaned by Yahoo to the Applicant in accordance with or peripheral to the Advertising Agreement (includes instructions, advice, proposals, estimates, simulation results provided by the Tool, and any other information provided by Yahoo to the Applicant), and the outcomes of using the same
- (4)The content (including accuracy, illegality, and relationship to the Advertisement), location, nature, or any other attribute of the website or application on which the Advertisement is displayed (part of the Advertisement submitted by the Applicant might not be displayed on some websites and applications)
- (5)The fact that the Advertisement is displayed on affiliate websites or applications or specific websites or applications, or the fact that it is displayed in a given location or with a given priority (includes cases in which the display of advertisements is affected by advertising transmission tests performed by Yahoo or its affiliates)
- (6)The effectiveness of the Advertisement and the accuracy of the advertisement matching function (includes behavioral and regional target matching) and the budget management function
- (7)The fact that days on which Advertisements are not displayed are not included in the advertising display period set by the Applicant on the advertising account when applying for the Advertising Agreement (the “Specified Display Period”), and the fact that a uniform quantity of Advertisements is displayed on each day in the Specified Display Period
If some or all of the obligations under the Master Terms and Conditions could not be honored as a result of power outage, malfunction of telecommunications lines, natural disaster or other act of god, war, civil war, riot, terrorism, infectious disease, power outage, failure of a telecommunications service provider to perform its obligations, malfunction of internet infrastructure, servers, or other system elements, emergency maintenance, enactment, revision or repeal of domestic or foreign laws and regulations, orders, dispositions, guidance or requests by public authorities, or other circumstances not attributable to Yahoo, Yahoo will not be held responsible, and Yahoo will be exempted of its obligation to perform said responsibilities as they pertain to areas that have been affected, with the exception of cases caused by gross negligence or willful misconduct on the part of Yahoo. In such cases, the Applicant is not obliged to pay for advertising that Yahoo was unable to display.
Irrespective of any provision in these Master Terms and Conditions, if Yahoo, for any reason, becomes liable to the Applicant under the Advertising Agreement for the payment of compensation, compensation due will be limited to direct and normal damages; Yahoo will not be liable for lost earnings, the loss of business opportunities, or other losses arising due to special circumstances, irrespective of whether Yahoo had been informed the Applicant in advance that said damages might be incurred. The total of any compensation paid by Yahoo is limited to the amount of the advertising charges actually paid by the Applicant to Yahoo in connection with the Advertisement in question in the six months period leading up to the time the claim for compensation was lodged.
The Applicant acknowledges that advertising charges actually incurred may exceed the maximum charge set using the budget management function in the Tool, that the Applicant is still obliged to pay these charges, and that the Applicant's obligation to pay the advertising charges is in no way the responsibility of Yahoo. The Applicant acknowledges that because the number of searches or views by Applicants tends to be affected by seasonality and media information, and the frequency with which the Advertisements is displayed is not necessarily constant, there is always a chance that actual advertising charges will differ from estimates, and the lower the budget amount is set and the higher the Advertisement Unit Price is set, the more likely it is that momentary increases in the display of the Advertisement will exceed the set amount. Provided, however, that, as for the Guaranteed Display, the amount that is to be borne by the Applicant shall be the amount determined in the Advertising Agreement relating to the Guaranteed Display, and even if the actual number of Advertisement views, etc. exceeds the estimate, Yahoo will not charge the Applicant the amount for the relevant excessive number of Advertisement views.
The Applicant acknowledges that in order to determine the priority with which Advertisements are displayed, Yahoo uses an independently-developed algorithm based on such factors as the quality of the Advertisement, which is based in turn on the click rate and other suitability factors, and the maximum Advertisement Unit Price input by the Applicant, and that the priority with which the Advertisement is displayed is not determined based solely on the maximum bid Advertisement Unit Price; the Applicant will not bring any objections against Yahoo or hold Yahoo responsible in relation to the priority in which the Advertisement is displayed or similar issues. Yahoo does not whatsoever disclose the method it uses to determine the priority of the Advertisements, and is not obliged to reply to questions from the Applicant in respect thereof.
The Applicant acknowledges that the setting of advertising terms performed using the Tool (including the setting of the times when the display of the advertising will begin and end) and the modification and addition of advertising terms performed using the Tool will not be immediately reflected in Yahoo’s advertising system and that the previous advertising terms will remain in force until the same are reflected.
If Yahoo displays the Advertisement of the Applicant advertising account by opening or updating the Applicant advertising account due to the request of the Applicant without using the interfaces for displaying and managing advertising, the Advertising Agreement of the Applicant advertising account will be formed in respect of such Advertisement of the Applicant advertising account at the time of such display. Under no circumstances may the Applicant assert the invalidity, cancellation or termination of such Advertising Agreement and claim any compensation for damages or make any other claim for any reason such as a difference between the Advertisement displayed and the Applicant’s request. The Applicant is obligated to confirm, by using the Tool, whether or not such Advertisement of the Applicant advertising account is displayed in accordance with the Applicant’s request and to pay to Yahoo any advertising charges that have already been incurred when the displayed Advertisement of the Applicant advertising account has been Clicked.
Article 8 Non-Chargeable and Refund
The system used by Yahoo includes a function to automatically detect Clicks that fit the profile independently created by Yahoo for Clicks deemed not to be chargeable (“Non-Chargeable Clicks”). When calculation advertising charges, Yahoo will not charge the Applicant for Clicks on the Advertisement determined by the system to be Non-Chargeable Clicks. The Applicant acknowledges that while the making of a high volume of Clicks over a short space of time from the same IP address is one behavior that fits the profile set independently by Yahoo for Non-Chargeable Clicks, the details of this profile are a corporate secret of Yahoo and will by no means be disclosed to the Applicant.
Notwithstanding the provisions of Paragraph 1, Yahoo may perform an independent investigation of specific Clicks on the basis of its own judgment or a declaration by the Applicant. If this results in a judgment by Yahoo that the Clicks made on the Advertisement were Non-Chargeable Clicks, and Yahoo has received advertising charges from the Applicant for those Clicks, Yahoo may refund the Applicant at Yahoo’s discretion, up to the value of the advertising charges in question.
If the Applicant has not made any the declaration concerning Clicks as described in the preceding paragraph within 60 days of the relevant Clicks being made, the advertising charges invoiced by Yahoo will become final.
The Applicant accepts that, despite the current state of the art and the fact that investigations are performed using Yahoo's technology and accumulated knowledge, it is impossible to determine the soundness of all Clicks, agrees not to object to the outcomes and methods of Yahoo’s investigations, judgments as to whether Clicks are Non-Chargeable, or the amounts of money refunded, and acknowledges that the information covered in Yahoo’s reports is limited at the discretion of Yahoo.
When an Applicant applies by the method separately provided by Yahoo as the following events have occurred due to reasons attributable to Yahoo as to the Guaranteed Display, Yahoo may, at its judgment, transmit the Guaranteed Display under terms and conditions that are equivalent to those determined in the Advertising Agreement relating to the Advertisement for which the relevant events have occurred (provided that, as for the display period, only the number of days is the same, and the display period will be specified at the discretion of Yahoo) free of charge.
- (1)Defects in the display of the Advertisement
- (2)Defects in the settings relating to the subject of target matching
- (3)Defects in the settings relating to the display period determined by the Applicant pursuant to Paragraph 4 of Article 1
The provisions of this Article should by no means be interpreted as exempting any Clicks (including Clicks deemed by Yahoo to be Non-Chargeable and eligible for refund under the provisions of Paragraph 2) and Guaranteed Displays from the application of the provisions of Paragraph 1 of Article 7.
Article 9 Collection of Data by Yahoo
All data and information (includes transmitted information, log information, cookie information and similar information; hereinafter referred as the “Data”) collected by Yahoo in the course of displaying the Advertisement or using the Tool, and data possessed by the Applicant that the Applicant provides to Yahoo in relation to Advertisement display, belongs to Yahoo, and Yahoo provides the Applicant with the Data in collated form via the Tool. The Applicant is able to use the collated Data only for the purposes set down in Paragraph 1 of Article. The Applicant will handle the collated Data appropriately as confidential information of Yahoo.
The Applicant will follow the Data Usage Guidelines to perform setting operations, provide explanations to users, report to Yahoo and do the other handling needed in relation to collecting the Data specified in the preceding paragraph.
Article 10 Advertising Transmission Live-Tests
The Applicant consents that Yahoo may, from time to time, conduct temporal advertising transmission live-tests to test new display methods, functions and such, in order to enhance the advertising effects of the Advertisement and that Yahoo will not exempt Applicant the charge pursuant to Article 6 for such Advertisements displayed through such live-tests.
Article 11 Confirmation of Identity
Yahoo reserves the right to confirm the identity of the Applicant at any time in order to ensure whether the content of the information provided by the Applicant is correct, etc. The Applicant is obliged to provide Yahoo with any necessary information for the purpose of such confirmation in writing, etc.
Article 12 Termination of Agreement
If any of the following occurs, Yahoo is able to stop performing its obligations on all or part of any Advertising Agreement formed between the Applicant and Yahoo, or terminate the Agreement, with no need to warn the Applicant or take other measures, and Yahoo is able to claim compensation from the Applicant.
- (1)The Applicant breaches, or Yahoo deems that the Applicant is likely to have breached, its warranty obligations under Paragraph 2 of Article 1, or any of the items under Paragraph 1 and Paragraph 2 of Article 2, or the display of Advertisements is suspended, interrupted or comes to an end in accordance with Article 3.
- (2)The Applicant violates, or Yahoo deems that the Applicant is likely to have violated, Paragraph 2 of Article 4.
- (3)Payment for advertising charges is not made by the credit card issuer (includes cases in which the notification of any chargeback is received by Yahoo), or the Applicant otherwise fails to pay the advertising charges under Article 6.
- (4)The Applicant makes a false declaration to Yahoo or is unable to be contacted for three days or more.
- (5)In addition to as provided for in preceding four Items, the Applicant breaches the Advertising Agreement or another agreement with Yahoo, or does not promptly perform its obligations under the same despite warnings from Yahoo.
- (6)The Applicant is subject to attachment, provisional attachment, provisional disposition, compulsory enforcement, public auction or disposition for taxes in arrears.
- (7)The Applicant is subject to administrative guidance, or disposition of suspension of business, cancellation of operating license or registration by a supervisory authority.
- (8)The filing is made for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other legal bankruptcy procedures in respect of the Applicant, or the Applicant begins the procedure of dissolution (including dissolution performed in accordance with a law or regulation), liquidation or voluntary debt restructuring.
- (9)The Applicant resolves to carry out capital reduction, shut down, suspend or alter its operations, assign its business or a significant part thereof.
- (10)The Applicant has a promissory notes or check dishonored, or becomes insolvent.
- (11)Yahoo deems that it would be inappropriate to continue the Advertising Agreement because of a change to the main shareholders or the management team of the Applicant.
- (12)Yahoo deems that the Applicant or its legal representative, corporate representative, employee, or similar has interfered with a service provided by Yahoo or other business operations of Yahoo, or that there is a likelihood of the same occurring.
- (13)Yahoo deems that to continue displaying the Advertisement submitted by the Applicant will impede or risks impeding the interests or reputation of Yahoo or the Applicant, or that there is a likelihood of this occurring, as a result of a violation of the Laws, Regulations and Rules by the Applicant, a legal representative, corporate representative, or employee thereof, or similar (irrespective of whether the violation was reported).
- (14)Yahoo deems that the Applicant or its legal representative, corporate representative, employee, or similar has damaged the reputation of Yahoo, a service provided by Yahoo, an affiliate of Yahoo, or the advertising industry, or that there is a likelihood of this occurring.
- (15)Yahoo deems that the Applicant violates or has violated Article 17.
- (16)Yahoo deems that the main trading partners of the Applicant (including advertisers and outsourcing contractors) or its parent company, subsidiary, or affiliate, or its legal representative, corporate representative, employee, or similar falls under or is likely to be falling under any of the Items listed in Article 17, Paragraph 1.
- (17)The Applicant or its legal representative, corporate representative, employee, or similar has improperly used a third party’s credit card in forming the Advertising Agreement.
- (18)The identity of the Applicant cannot be confirmed.
- (19)Yahoo deems there is concern that there is Operational Impropriety in the Applicant’s account.
- (20)Yahoo otherwise judges that it would be inappropriate to continue the Advertising Agreement.
If any of the above applies to the Applicant, all liabilities held by the Applicant in respect of Yahoo (not limited to liabilities under these Master Terms and Conditions) will immediately become due and payable, and Applicant shall immediately pay in cash to Yahoo all the amount of Applicant’s liability.
The Applicant can terminate the Advertising Agreement in question at any time by paying the advertising charges under that Advertising Agreement in full. Provided, however, that, for Guaranteed Display, the provisions of “On Cancellation of Guaranteed Display” as per the Exhibit shall apply.
Notwithstanding the provisions under Paragraph 7 of Article 1 or Paragraph 9 of Article 6, if the Applicant falls under any of the items in Paragraph 1 of this Article, Yahoo may appropriate the Deposit as a penalty; provided, however, that Yahoo may also claim damages from the Applicant separately from the penalty.
Article 13 Effect of Late Payment
If the Applicant is late in making the payment of liabilities as set down in the Advertising Agreement, including Article 6, Yahoo is able to suspend its display of advertising under the Advertising Agreement and all other advertising agreements that are in force at the time, until the Applicant makes payment. In this event, the Applicant cannot claim compensation for damages from Yahoo for the non-display of advertising.
If the Applicant does not make payment of liabilities as laid down in the Advertising Agreement, including Article 6, it must pay Yahoo penalty interest at the rate of 14.6 percent per annum until the day on which the payment is actually made, for the period of days the payment is delayed.
Article 14 Confidentiality
The Applicant must not provide, disclose, or divulge to third parties, or use for any other purpose than the performance of the Advertising Agreement any confidential information belonging to Yahoo learned in relation to the display of the Advertisement or to the Advertising Agreement (i.e. confidential information set forth as confidential in these Master Terms and Conditions, as well as confidential information which has been indicated as confidential by Yahoo to the Applicant), either during the term of validity of the Advertising Agreement or after its expiry. However, the Applicant is able to disclose data relating to the performance of the Advertisement to the advertiser for the sole purpose of reporting the performance and effectiveness of the advertisement.
Article 15 Communications
At such time as the Applicant judges that is necessary to contact Yahoo, the Applicant should do so by sending an e-mail or letter to the relevant point of contact, or by using another means if specified by Yahoo. Yahoo can refuse to respond to communications sent by any other means.
Any notice and communication, etc. (“Notice”) from Yahoo to the Applicant may be given by way of sending a message to the e-mail address provided by the Applicant or by way of displaying a message on the Tool, or by any other methods. If a Notice from Yahoo to the Applicant is to be given by sending a message to the e-mail address provided by the Applicant, the Notice will be deemed to have arrived to the Applicant when Yahoo sends the message to such e-mail address.
Article 16 Legal Compliance
Yahoo and the Applicant will comply with the Laws, Regulations and Rules (as defined in this Article). In displaying the Advertisement, the Applicant will comply with public decency, other laws, guidelines released by governmental and public offices, voluntary regulations of industry groups, and customs (“Laws, Regulations and Rules”), and in the event that Yahoo incurs damages as a result of a breach of Laws, Regulations or Rules, the Applicant will compensate for the same. The Applicant will also cooperate in any police investigation in the event that the police make a request to Yahoo accordingly.
Article 17 Refusal to Deal with Crime Organization
Applicant represents and warrants that legal representative, corporate representative, employee, or similar of the Applicant, its parent company, subsidiary, or affiliates (“Applicant Group”) does not fall under and will not fall under any of the following Items.
- (1)Organized crime group.
- (2)Individual who is a member of an organized crime group or who had been a member of such within the past five years.
- (3)Quasi-member of an organized crime group.
- (4)Entity affiliated with an organized crime group.
- (5)Corporate racketeer.
- (6)Individual acting under the pretext of social or political activism.
- (7)Equivalent groups and individuals.
Applicant represents and warrants that it will not conduct any action falling under any of the Items listed below toward Yahoo or any third party, by itself or by using third parties.
- (1)Claim with violence.
- (2)Claim beyond the extent reasonably admitted by law.
- (3)Act of threatening or violence relating to transactions.
- (4)Act of libel or business obstruction through spreading false information, through fraudulent means, or through violence.
- (5)Equivalent Acts.
Article 18 Governing Law
The formation, validity, execution, and interpretation of this Advertising Agreement is governed by the laws of Japan.
Article 19 Jurisdiction
The Tokyo District Court and the Tokyo Summary Court have exclusive jurisdiction as the courts of first instance in any disputes arising with respect to the Advertising Agreement.
Article 20 Amendment of Terms of Agreement
Yahoo is able to change the provisions of these Master Terms and Conditions at any time, and every time a change is made, the Applicant will read and agree to the Master Terms and Conditions that are valid at the time.
If the Applicant continues to display the Advertisement after a change has been made to the Master Terms and Conditions, the updated Master Terms and Conditions will also apply to existing Advertising Agreements.
Article 21 Special Agreement on the Use of Third Party Ad Distribution Platform
When the Applicant distributes the Advertisement on the services provided by Yahoo or affiliated partners of Yahoo using the Third Party Ad Distribution Platform (as defined in Paragraph 1 of Article 1 of the Rules on Use of Third Party Ad Distribution Platform), the Rules on Use of Third Party Ad Distribution Platform shall also be applicable.
If there is any difference between these Master Terms and Conditions and the Rules on Use of Third Party Ad Distribution Platform, the Rules on Use of Third Party Ad Distribution Platform shall prevail and apply.
[EXHIBIT] On Cancellation of Guaranteed Display (Article 12, Paragraph 3)
The Applicant may terminate the Advertising Agreement relating to the relevant Guaranteed Display at any time before expiration of the Specified Display Period by notifying Yahoo by the method separately designated by Yahoo. Provided, however, that, in such instance, the Applicant is required to pay an amount equivalent to the entire amount of the advertising charges under the Advertising Agreement as a cancellation charge in accordance with the provisions of the subsequent paragraph.
Nonetheless, if any of the subsequent items is applicable to termination by the Applicant of the Advertising Agreement (as for the reasons specified in item 2, 4 and 5, only if the applicant has declared that any of the reasons applies and Yahoo approves the declaration. Yahoo will specify the method of filing separately) the Applicant is not required to pay a cancellation charge:
- (1)Where termination is due to reasons attributable to Yahoo;
- (2)Where Yahoo recognizes that it is difficult for the Applicant to continue the Advertising Agreement due to power outage, malfunction of telecommunications lines, natural disaster or other act of god;
- (3)Where the termination date is within three (3) business days of the application date for the Advertising Agreement relating to the Guaranteed Display which is subject to the relevant termination (“Agreement subject to Termination”), and also before the commencement of the Specified Display Period relating to the relevant Agreement subject to Termination;
- (3)Both of the following conditions 1) and 2) are satisfied:
- 1) Where the termination date is before the commencement of the Specified Display Period relating to the Agreement subject to Termination
2) Where the Applicant applies for a new Advertising Agreement for the Guaranteed Display which specifies the same Specified Display Period as the relevant Agreement subject to Termination and advertising charges in the same amount or greater than the advertising charges relating to the relevant Agreement subject to Termination within the period that satisfies both of the conditions indicated in (i) and (ii) below (however, if the termination date for the Agreement subject to Termination is three (3) or fewer business days preceding the final business day of the month, “up to one (1) business day preceding the final business day of the month of termination” in (i) shall be rephrased as “up to one (1) business day preceding the final business day of the month following the month of termination.”)
- (i)Up to one (1) business day preceding the final business day of the month of termination
- (ii) Up to two (2) business days preceding the commencement date of the Specified Display Period relating to the relevant Agreement subject to Termination
- (5)Corporate racketeer.
Notwithstanding the provisions of the preceding paragraph, in the case where the termination date is after the commencement date of Specified Display Period (A) relating to the relevant Agreement subject to Termination, if the Applicant applies for a new Advertising Agreement for the Guaranteed Display which specifies the remaining display period (“Remaining Period”) of the designated display period (A) on and after the relevant termination date as the new Specified Display Period (B), and new advertising charges in the same amount or greater than the amount of advertising charges for the Agreement subject to Termination calculated on a pro rata basis using the number of days of the Remaining Period, up to one (1) business day preceding the final business day of the month of termination (or, if the termination date of the Agreement subject to Termination is three (3) or fewer business days preceding the final business day of the month, up to one (1) business day preceding the final business day of the month following the month of termination), Yahoo will exempt payment of the cancellation charge in an amount corresponding to the number of days when the advertisement is displayed under the new Advertising Agreement for the Guaranteed Display out of the advertising charges for the Agreement subject to Termination. Provided that, the exemption is limited to cases where the applicant has declared that this item applies and Yahoo approves the declaration (Yahoo will specify the method of filing separately).
Yahoo will send an invoice by the means separately specified by Yahoo (such as email or postal mail, etc.) after calculation of the cancellation charge for the month concerned by closing the calculation on the last day of the month when the Applicant terminates the Advertising Agreement for the Guaranteed Display, and the Applicant shall make payment of the total amount of the cancellation charge for the month concerned multiplied by the rate of consumption tax and local consumption tax by transfer to the bank account separately designated by Yahoo by the last day of the month following the calculation closing date. Provided that, if the Advertising Agreement for the Guaranteed Display is terminated on three (3) or fewer business days preceding the final business day of the month, for cancellation charges relating to the relevant termination, the last day of the month following shall be the closing date for calculation and the last day of the month following the next month shall be the payment due date. Bank service charges shall be borne by the Applicant.
The provisions in each preceding paragraph shall not apply to Guaranteed Display designated by Yahoo, provisions of Paragraph 3 of Article 12 shall be applicable.