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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! Japan, and Yahoo! Japan 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! Japan”)) including but not limited to Search Ads and Display Ads submitted with Yahoo! Japan 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! Japan 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

1.

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! Japan website, or by way of another means specifically instructed by Yahoo! Japan.

2.

The Applicant warrants that it will provide true and accurate information to Yahoo! Japan 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.

3.

If Yahoo! Japan 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.

4.

When Yahoo! Japan receives an application from the Applicant to display the Advertisement, Yahoo! Japan 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! Japan 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! Japan will indicate the acceptance of the preceding paragraph by displaying the Advertisement.
Yahoo! Japan is also able to indicate its acceptance of the Advertisement by sending a message to the email 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 Ads (Guaranteed)”),Yahoo! Japan is also able to indicate its acceptance of the Advertisement by sending a message to the email address provided by the Applicant when applying, or by displaying on the Tool to the effect that the application has been guaranteed.

5.

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! Japan 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 Display Ads (Guaranteed), 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.

6.

The Applicant acknowledges that all communications, emails, information and the like sent by Yahoo! Japan before the Advertisement is displayed are sent for the purpose of confirming the details of applications, and similar purposes, unless Yahoo! Japan describes clearly the acceptance under Paragraph 4 of this Article.

7.

The Applicant acknowledges that in the event that the Applicant breaches Paragraph 2 of this Article, or in the event that Yahoo! Japan determines that the Advertisement is not appropriate based on credit check, advertisement check (including inspection of Links, as defined in Paragraph 1, Item 1 of Article 2) set forth in Paragraph 4 of this Article, or other criteria (including but not limited to cases where the Applicant is providing services that compete with the services provided by Yahoo! Japan), Yahoo! Japan may refuse applications from the Applicant to post advertisements (including changes of terms and applications for adding new advertisements as set forth in Paragraph 5 of this Article; the same shall apply hereinafter), and Yahoo! Japan shall not be liable in any way for such refusal. 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! Japan will return that Deposit pursuant to the prescribed procedures, by a method voluntarily specified by Yahoo! Japan; provided, however, that if the Applicant fails to specify an account for returning the Deposit balance after being requested to do so by Yahoo! Japan within a separately set deadline, or if Yahoo! Japan is otherwise unable to return the Deposit balance to the account specified by the Applicant for a reason not attributable to Yahoo! Japan, Yahoo! Japan may appropriate such Deposit balance in accordance with the policies set forth by Yahoo! Japan. If Yahoo! Japan is returning the Deposit balance by way of transfer to the Applicant’s bank account, any transfer charges will be borne by Yahoo! Japan. (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! Japan).

Article 2 Responsibilities of the Applicant

1.

The Applicant guarantees Yahoo! Japan the following:

  1. (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. (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. (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. (4)The content and Links of the Advertisement are properly managed by the Applicant and do not interfere with Yahoo! Japan’s ability to execute Advertising Agreements.
  5. (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. (6) The Keywords used in the Advertisement are clearly and directly related to the content, purpose and theme of the Advertisement and Links (except for advertising product expressly specified by Yahoo! Japan separately as having no need for such relevance), and do not infringe upon the guidelines or operational policy regarding Keywords set down by Yahoo! Japan.
  7. (7)Neither the Advertisement nor its Links are “dead.”
  8. (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. (9)The Applicant has not conducted any act of avoiding any prescribed advertisement checks for the Advertisement and its Links.
  10. (10)For Display Ads (Guaranteed), the applicants must complete the submission of this advertisement and other necessary procedures by the date specified by Yahoo! Japan.
  11. (11)In addition to where specified in the preceding items, the format and Links of the Advertisement must not infringe upon the Yahoo! Japan! JAPAN Advertisement Editorial Guidelines set down by Yahoo! Japan, or with other display content rules guidelines, or similar (hereinafter referred to collectively as “Advertising Guidelines”).
  12. (12)The advertising data usage standards specified by Yahoo! Japan and other data usage regulations, guidelines and the like specified by Yahoo! Japan (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! Japan, or data possessed or managed by the Applicant itself is used by the Applicant in relation to Advertisement display.

2.

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! Japan.

3.

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! Japan, the Applicant is responsible for resolving the issue at its own expense, unless the damages result from circumstances attributable to Yahoo! Japan.

Article 3 Termination of Advertising

Even after the Advertising Agreement has been entered into or the Advertisement displayed, Yahoo! Japan 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! Japan judges at its own discretion that there is a risk of such a breach occurring, Yahoo! Japan 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! Japan or a third party or be in violation of the Laws, Regulations and Rules or these Master Terms and Conditions; “Operational Impropriety”), Yahoo! Japan or an affiliate providing Yahoo! Japan 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), or Yahoo! Japan otherwise judges that it would be inappropriate to continue to display the Advertisement with reasonable grounds. 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

1.

Yahoo! Japan 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! Japan (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.

2.

When accessing and using the Tool, the Applicant will comply with the rules set down below.

  1. (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! Japan. 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. (2)The Tool must not be used in ways or for purposes other than those prescribed by Yahoo! Japan.
  3. (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! Japan regards as improper).
  4. (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. (5)It is prohibited to use the Tool by way of automated software or similar means (excluding tools provided by Yahoo! Japan and the like).

3.

Yahoo! Japan 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! Japan 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! Japan and comply with any instructions issued by Yahoo! Japan.

Article 5 Special Provisions for MCC Account

1.

If the Applicant has completed the standard registration procedure as instructed by Yahoo! Japan, Yahoo! Japan grants the Applicant the right to use the identifier (“MCC Account”; functional details are as specified separately by Yahoo! Japan) used to manage multiple advertising accounts as part of the Tool.

2.

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! Japan 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! Japan, and will provide compensation for damages incurred by Yahoo! Japan (including attorneys’ fees).

3.

Notwithstanding the provision of the first sentence of Paragraph 3 of the preceding article, Yahoo! Japan 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! Japan 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.

4.

The disclosure of Applicant account related information by the Applicant to the Advertiser or another applicant insofar as is needed to use the MCC Account as specified in this article will not be pursued by Yahoo! Japan as a breach of the duty of confidentiality specified in the agreement between Yahoo! Japan and the Applicant (including Article 5 and Paragraph 2 of Article 7 of the Yahoo! JAPAN Business ID Terms of Use).

5.

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! Japan 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! Japan is permitted to also take an equivalent action against the Applicant at Yahoo! Japan’s own discretion.

Article 6 Charges

1.

Advertising charges are incurred when any of the conditions separately set forth by Yahoo! Japan 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! Japan by the Applicant when Yahoo! Japan 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.

2.

Even if the results of display of the relevant Display Ads (Guaranteed) 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! Japan 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.

3.

In addition to the advertising charges set down in Paragraph 1 of this Article, the Applicant will pay Yahoo! Japan consideration for services provided by Yahoo! Japan 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! Japan. This consideration is to be paid in advance, and payment will be made by way of Yahoo! Japan deducting the amount of consideration from the Deposit in the Applicant advertising account before providing the service in question. Yahoo! Japan 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.

4.

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.

5.

Deposits into the Applicant advertising account by the Applicant can only be made by way of a credit card approved by Yahoo! Japan, bank transfer, or other means specified separately by Yahoo! Japan. If in order to pay the Deposit the Applicant uses a third-party payment service or similar that Yahoo! Japan 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.

6.

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! Japan; hereinafter collectively referred to as the “Advertisement Unit Price”) is determined by the Applicant using a tender process specified separately by Yahoo! Japan. Yahoo! Japan 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 Display Ads (Guaranteed) and “Yahoo! JAPAN Ads Search Ads Branding Search Ads” (“Branding Search Ads”).

7.

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! Japan. The Applicant is responsible for managing the Applicant advertising account (including the Deposit balance and the like) using the Tool provided by Yahoo! Japan.

8.

If the Applicant advertising account is not used to display any Advertisements or if application for Display Ads (Guaranteed) is not made for a period of 12 consecutive months, Yahoo! Japan is able to terminate the Advertisement Agreement formed between the Applicant and Yahoo! Japan and delete the relevant Applicant advertising account.

9.

If the Advertisement Agreement formed between the Applicant and Yahoo! Japan 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! Japan otherwise terminates and the Applicant advertising account is to be deleted, but the Applicant advertising account contains a Deposit balance, Yahoo! Japan will return such Deposit balance to the Applicant. Yahoo! Japan will return such Deposit balance to the Applicant by the method voluntarily specified by Yahoo! Japan; provided, however, that if the Applicant fails to specify an account for returning such Deposit balance after being requested to do so by Yahoo! Japan within a separately set deadline, or if Yahoo! Japan is otherwise unable to return such Deposit balance to the account specified by the Applicant for a reason not attributable to Yahoo! Japan, Yahoo! Japan is able to appropriate the balance in accordance with the policy set down by Yahoo! Japan. 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! Japan when returning such Deposit balance by way of transfer to the Applicant’s bank account.

10.

The Deposit balance as set forth in the immediately preceding paragraph will be returned after deducting all liabilities owed by the Applicant to Yahoo! Japan (including, without limitation, any liabilities for any advertisement charges, penalty or damage pursuant to the Advertisement Agreement) from such Deposit balance.

11.

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! Japan 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! Japan 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! Japan as being sufficient to keep the Advertisement of the Applicant advertising account displayed for the duration of the period, based on past performance.

12.

In order to change the payment terms in Paragraphs 1 or 3 of this Article, Yahoo! Japan, having reviewed the proposed changes, must give its consent, and both parties must enter into an agreement accordingly, using a standard Yahoo! Japan form.

13.

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! Japan bears no responsibility in relation thereto.

14.

Yahoo! Japan 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! Japan’s Liability

1.

Except when separately specified by Yahoo! Japan explicitly, Yahoo! Japan makes no guarantee and bears no responsibility in relation to the following:

  1. (1)Any actions performed by the Applicants of Yahoo! Japan websites or applications, the Applicants of Links, or any other third parties including Yahoo! Japan 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. (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! Japan or otherwise)
  3. (3)The Tool, the advertising system, proposals, websites, related materials, or any other materials provided or loaned by Yahoo! Japan 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! Japan to the Applicant), and the outcomes of using the same
  4. (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. (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! Japan or its affiliates)
  6. (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. (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

2.

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! Japan, Yahoo! Japan will not be held responsible, and Yahoo! Japan 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! Japan. In such cases, the Applicant is not obliged to pay for advertising that Yahoo! Japan was unable to display.

3.

Irrespective of any provision in these Master Terms and Conditions, if Yahoo! Japan, 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! Japan will not be liable for lost earnings, the loss of business opportunities, or other losses arising due to special circumstances, irrespective of whether Yahoo! Japan had been informed the Applicant in advance that said damages might be incurred. The total of any compensation paid by Yahoo! Japan is limited to the amount of the advertising charges actually paid by the Applicant to Yahoo! Japan in connection with the Advertisement in question in the six months period leading up to the time the claim for compensation by the Applicant was lodged.

4.

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! Japan. 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 Display Ads (Guaranteed) and Branding Search Ads, the amount that is to be borne by the Applicant shall be the amount determined in the Advertising Agreement relating to the relevant Displays, and in the case where Yahoo! Japan presents an estimate in advance, even if the actual number of Advertisement views, etc. exceeds the estimate, Yahoo! Japan will not charge the Applicant the amount for the relevant excessive number of Advertisement views.

5.

The Applicant acknowledges in advance that Yahoo! Japan has adopted a method of determining the order of Advertisements, as for the advertising product for which Yahoo! Japan uses an independently-developed algorithm based on such factors as the quality of the Advertisement, which is based on turn on the click rate and other suitability factors, and the maximum Advertisement Unit Price input by the Applicant, the order of Advertisements is not determined based solely on the maximum bid Advertisement Unit Price; the Applicant shall not hold Yahoo! Japan responsible for the order of Advertisements or the method of determining the order of Advertisements. Yahoo! Japan does not whatsoever disclose the method it uses to determine the order of Advertisements, and is not obliged to reply to questions from the Applicant in respect thereof, except as permitted by law.

6.

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! Japan’s advertising system and that the previous advertising terms will remain in force until the same are reflected.

7.

If Yahoo! Japan 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! Japan 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

1.

The system used by Yahoo! Japan includes a function to automatically detect Clicks that fit the profile independently created by Yahoo! Japan for Clicks deemed not to be chargeable (“Non-Chargeable Clicks”). When calculation advertising charges, Yahoo! Japan 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! Japan for Non-Chargeable Clicks, the details of this profile are a corporate secret of Yahoo! Japan and will by no means be disclosed to the Applicant.

2.

Notwithstanding the provisions of Paragraph 1, Yahoo! Japan 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! Japan that the Clicks made on the Advertisement were Non-Chargeable Clicks, and Yahoo! Japan has received advertising charges from the Applicant for those Clicks, Yahoo! Japan may refund the Applicant at Yahoo! Japan’s discretion, up to the value of the advertising charges in question.

3.

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! Japan will become final.

4.

The Applicant accepts that, despite the current state of the art and the fact that investigations are performed using Yahoo! Japan'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! Japan’s investigations, judgments as to whether Clicks are Non-Chargeable, or the amounts of money refunded, and acknowledges that the information covered in Yahoo! Japan’s reports is limited at the discretion of Yahoo! Japan.

5.

When an Applicant applies by the method separately provided by Yahoo! Japan as the following events have occurred due to reasons attributable to Yahoo! Japan as to the Display Ads (Guaranteed), Yahoo! Japan may, at its judgment, transmit the Display Ads (Guaranteed) 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! Japan) free of charge.

  1. (1)Defects in the display of the Advertisement
  2. (2)Defects in the settings relating to the subject of target matching
  3. (3)Defects in the settings relating to the display period determined by the Applicant pursuant to Paragraph 4 of Article 1

6.

When an Applicant applies by the method separately provided by Yahoo! Japan due to any of the events provided in Item 1 having occurred due to reasons attributable to Yahoo! Japan as to the Branding Search Ads, Yahoo! Japan may, at its judgment, carry out any of the handling provided in Item 2.

  1. (1)Event
    1. (ⅰ)Defects in the display of the Advertisement
    2. (ⅱ) Defects in the settings relating to the subject of target matching
    3. (ⅲ) Defects in the settings relating to the display period determined by the Applicant pursuant to Paragraph 4 of Article 1
  2. (2)Handling
    1. (ⅰ)Deduction of an amount equivalent to the consideration for display of the Advertisement for which the relevant events have occurred from the advertising charges Yahoo! Japan charges the Applicant
    2. (ⅱ)Refund of an amount equivalent to the advertising charges paid by the Applicant to Yahoo! Japan as consideration for display of the Advertisement for which the relevant events have occurred
    3. (ⅲ)Transmission of the Branding Search Ads 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! Japan) free of charge

Article 9 Collection of Data by Yahoo! Japan

1.

Regarding data possessed by the Applicant that the Applicant provides to Yahoo(includes transmitted information, log information, cookie information and similar information, irrespective of the characteristics thereof; hereinafter referred as the “Applicant Provided Data”) in the course of displaying Advertisement, Yahoo will use the relevant Data alone, or in combination of or multiplication with Yahoo Collected Data (as will be defined in Paragraph 3) or other data possessed by Yahoo, of after addition or supplementation of necessary data. However, unless otherwise agreed between Yahoo and the Applicant, such use shall be limited to the scope necessary for Yahoo to manage Yahoo! JAPAN Ads (including but not limited to Yahoo’s performance of the Advertising Agreement with the Applicant and the provision of various services of Yahoo! JAPAN Ads to the applicant and other third parties) and to make improvements to Yahoo! JAPAN Ads. Yahoo may also provide Applicant-Provided Data to third parties for these purposes.

2.

Applicant shall carry out the procedures necessary for provision of the Applicant Provided Data to Yahoo in accordance with the preceding paragraph at its responsibility. When the Applicant Provided Data includes personal data (meaning personal data as set forth in the Act on the Protection of Personal Information (Act No. 57 of 2003; the Personal Information Protection Act), the relevant necessary procedures shall include, but not be limited to, acquisition of the consent of the person upon provision of the relevant personal data to third parties, which is required under the Personal Information Protection Act.

3.

Except for the Applicant Provided Data, all data and information (includes transmitted information, log information, cookie information and similar information; irrespective of the characteristics thereof, and including data arising as a result of performance of the Advertising Agreement using Applicant Provided Data; hereinafter collectively referred as the “Yahoo Collected Data”) collected by Yahoo in the course of displaying the Advertisement or using the Tool shall belong to Yahoo, and Yahoo will use the relevant Data at its discretion, within the scope of Privacy Policy separately provided by Yahoo or consent that Yahoo has acquired separately.

4.

Yahoo provides the Applicant with the Yahoo Collected Data in collated form via the Tool at its discretion within the scope of the Privacy Policy separately provided by Yahoo or consent that Yahoo has acquired separately.
YJ21-10027927

5.

The Applicant shall treat the collated Yahoo Collected Data provided pursuant to the preceding paragraph as confidential information of Yahoo in accordance with Article 14.

6.

The Applicant shall follow the Data Usage Guidelines separately provided by Yahoo to perform configuration operations, provide explanations to users, report to Yahoo and do the other handling needed in relation to the handling of the Applicant Provided Data and collated Yahoo Collected Data, in addition to the provisions of these Master Terms and Conditions.

Article 10 Advertising Transmission Live-Tests

The Applicant consents that Yahoo! Japan 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! Japan will not exempt Applicant the charge pursuant to Article 6 for such Advertisements displayed through such live-tests.

Article 11 Confirmation of Identity

Yahoo! Japan 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! Japan with any necessary information for the purpose of such confirmation in writing, etc.

Article 12 Termination of Agreement

1.

If any of the following occurs, Yahoo! Japan may, in accordance with applicable laws and regulations, stop performing its obligations on all or part of any Advertising Agreement formed between the Applicant and Yahoo! Japan or terminate the Agreement after notifying the Applicant of the reason (If the applicable laws and regulations do not require notification of the relevant reason, the notification of the reason is not required). In such cases, Yahoo! Japan is able to claim compensation from the Applicant.

  1. (1)The Applicant breaches, or Yahoo! Japan 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. (2)The Applicant violates, or Yahoo! Japan deems that the Applicant is likely to have violated, Paragraph 2 of Article 4.
  3. (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! Japan), or the Applicant otherwise fails to pay the advertising charges under Article 6.
  4. (4)The Applicant makes a false declaration to Yahoo! Japan or is unable to be contacted for three days or more.
  5. (5)In addition to as provided for in preceding four Items, the Applicant breaches the Advertising Agreement or another agreement with Yahoo! Japan, or does not promptly perform its obligations under the same despite warnings from Yahoo! Japan.
  6. (6)The Applicant is subject to attachment, provisional attachment, provisional disposition, compulsory enforcement, public auction or disposition for taxes in arrears.
  7. (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. (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. (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. (10)The Applicant has a promissory notes or check dishonored, or becomes insolvent.
  11. (11)Yahoo! Japan 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. (12)Yahoo! Japan deems that the Applicant or its legal representative, corporate representative, employee, or similar has interfered with a service provided by Yahoo! Japan or other business operations of Yahoo! Japan, or that there is a likelihood of the same occurring.
  13. (13)Yahoo! Japan deems that to continue displaying the Advertisement submitted by the Applicant will impede or risks impeding the interests or reputation of Yahoo! Japan 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. (14)Yahoo! Japan deems that the Applicant or its legal representative, corporate representative, employee, or similar has damaged the reputation of Yahoo! Japan, a service provided by Yahoo! Japan, an affiliate of Yahoo! Japan, or the advertising industry, or that there is a likelihood of this occurring.
  15. (15)Yahoo! Japan deems that the Applicant violates or has violated Article 17.
  16. (16)Yahoo! Japan 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. (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. (18)The identity of the Applicant cannot be confirmed.
  19. (19)Yahoo! Japan deems there is concern that there is Operational Impropriety in the Applicant’s account.
  20. (20)Yahoo! Japan otherwise judges that it would be inappropriate to continue the Advertising Agreement.

2.

If any of the above applies to the Applicant, all liabilities held by the Applicant in respect of Yahoo! Japan (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! Japan all the amount of Applicant’s liability.

3.

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, except for in the case where separately specified by Yahoo! Japan, for Display Ads (Guaranteed), the provisions of “On Cancellation of Display Ads (Guaranteed)” as per the Exhibit 1 shall apply, and for Branding Search Ads, the provisions of “On Cancellation of Branding Search Ads” as per the Exhibit 2 shall apply.

4.

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! Japan may appropriate the Deposit as a penalty; provided, however, that Yahoo! Japan may also claim damages from the Applicant separately from the penalty.

Article 13 Effect of Late Payment

1.

If the Applicant is late in making the payment of liabilities as set down in the Advertising Agreement, including Article 6, Yahoo! Japan 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! Japan for the non-display of advertising.

2.

If the Applicant does not make payment of liabilities as laid down in the Advertising Agreement, including Article 6, it must pay Yahoo! Japan 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! Japan 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! Japan 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

1.

At such time as the Applicant judges that is necessary to contact Yahoo! Japan, the Applicant should do so by sending an email or letter to the relevant point of contact, or by using another means if specified by Yahoo! Japan. Yahoo! Japan can refuse to respond to communications sent by any other means.

2.

Any notice and communication, etc. (“Notice”) from Yahoo! Japan to the Applicant may be given by way of sending a message to the email 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! Japan to the Applicant is to be given by sending a message to the email address provided by the Applicant, the Notice will be deemed to have arrived to the Applicant when Yahoo! Japan sends the message to such email address.

Article 16 Legal Compliance

Yahoo! Japan 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! Japan 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! Japan accordingly.

Article 17 Refusal to Deal with Crime Organization

1.

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. (1)Organized crime group.
  2. (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. (3)Quasi-member of an organized crime group.
  4. (4)Entity affiliated with an organized crime group.
  5. (5)Corporate racketeer.
  6. (6)Individual acting under the pretext of social or political activism.
  7. (7)Equivalent groups and individuals.

2.

Applicant represents and warrants that it will not conduct any action falling under any of the Items listed below toward Yahoo! Japan or any third party, by itself or by using third parties.

  1. (1)Claim with violence.
  2. (2)Claim beyond the extent reasonably admitted by law.
  3. (3)Act of threatening or violence relating to transactions.
  4. (4)Act of libel or business obstruction through spreading false information, through fraudulent means, or through violence.
  5. (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

1.

Yahoo is capable of changing the provisions of these Master Terms and Conditions at any time Yahoo deems it necessary. In such instance Yahoo shall disseminate the fact that the Master Terms and Conditions will be changed, and contents and validation date of the changed Master Terms and Conditions by posting on Yahoo’s website or other appropriate methods.

2.

Every time a change is made, the Applicant shall read and agree to the Master Terms and Conditions that are valid at the time of application for display of Advertisement. 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

1.

When the Applicant distributes the Advertisement on the services provided by Yahoo! Japan or affiliated partners of Yahoo! Japan 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.

2.

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.

Revised on September 16, 2008
Revised on October 1, 2009
Revised on April 28, 2010
Revised on July 6, 2011
Revised on Nov 15, 2011
Revised on January 29, 2013
Revised on May 21, 2014
Revised on October 16, 2017
Revised on November 27, 2019
Revised on February 25, 2020
Revised on July 1, 2020
Revised on November 2, 2020
Revised on February 17, 2021
Revised on March 22, 2021
Revised on July 1, 2021
Revised on April 1, 2022
Revised on October 3, 2022

[EXHIBIT] On Cancellation of Display Ads (Guaranteed) (Article 12, Paragraph 3)

1.

The Applicant may terminate the Advertising Agreement relating to the relevant Display Ads (Guaranteed) at any time before expiration of the Specified Display Period by notifying Yahoo! Japan by the method separately designated by Yahoo! Japan. 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! Japan approves the declaration. Yahoo! Japan will specify the method of filing separately) the Applicant is not required to pay a cancellation charge:

  1. (1)Where termination is due to reasons attributable to Yahoo! Japan;
  2. (2)Where Yahoo! Japan 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. (3)Where the termination date is within three (3) business days of the application date for the Advertising Agreement relating to the Display Ads (Guaranteed) 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;
  4. (3)Both of the following conditions 1) and 2) are satisfied:
    1. 1) Where the termination date is before the commencement of the Specified Display Period relating to the Agreement subject to Termination
    2. 2) Where the Applicant applies for a new Advertising Agreement for the Display Ads (Guaranteed) 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.”)
      1. (i)Up to one (1) business day preceding the final business day of the month of termination
      2. (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. (5)Corporate racketeer.

2.

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 Display Ads (Guaranteed) 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! Japan 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 Display Ads (Guaranteed) 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! Japan approves the declaration (Yahoo! Japan will specify the method of filing separately).

3.

The method of payment for the cancellation method specified in Paragraph 1 shall be either of the following methods specified separately by Yahoo!.

  1. (1) Yahoo! Japan will send an invoice by the means separately specified by Yahoo! Japan (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 Display Ads (Guaranteed), 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! Japan by the last day of the month following the calculation closing date. Provided that, if the Advertising Agreement for the Display Ads (Guaranteed) 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.
  2. (2) If the Applicant's payment of the advertising fee is by way of deduction from the Applicant's advance payment under the Advertising Agreement for the Display Ads (Guaranteed), Yahoo! Japan will receive that paid amount as a cancellation charge without refunding it.

4.

The provisions in each preceding paragraph shall not apply to Display Ads (Guaranteed) designated by Yahoo! Japan, provisions of Paragraph 3 of Article 12 shall be applicable.

[Exhibit 2] On Cancellation of Branding Search Ads (Article 12, the proviso of Paragraph 3)

1.

As to Branding Search Ads, the Applicant may withdraw application relating to the relevant Branding Search Ads at any time before Yahoo! Japan indicates acceptance of applications as provided in Article 1, Paragraph 3 by notifying Yahoo! Japan by the method separately designated by Yahoo! Japan. In such instance, the Applicant is not required to pay a cancellation charge.

2.

As to Branding Search Ads, the Applicant may terminate the Advertising Agreement relating to the relevant Branding Search Ads at any time after Yahoo! Japan indicates acceptance of the application as provided in Article 1, Paragraph 3 and before expiration of the Specified Display Period by notifying Yahoo! Japan by the method separately designated by Yahoo! Japan. 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 Paragraph 3. 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 and 3, only if the applicant has declared that any of the reasons applies and Yahoo! Japan approves the declaration. Yahoo! Japan will specify the method of filing separately) the Applicant is not required to pay a cancellation charge:

  1. (1)Where termination is due to reasons attributable to Yahoo! Japan;
  2. (2)Where Yahoo! Japan 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. (3) Any other case especially approved by Yahoo! Japan.

3.

Yahoo! Japan will send an invoice by the means separately specified by Yahoo! Japan (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 Branding Search Ads, 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! Japan by the last day of the month following the calculation closing date. Provided that, if the Advertising Agreement for the Branding Search Ads 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.

4.

The provisions in each preceding paragraph shall not apply to Branding Search Ads separately designated by Yahoo! Japan, provisions of Paragraph 3 of Article 12 shall be applicable.

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