Article 1 Definitions

Defined terms in these Terms are as follows:

1. The “API” refers to an application programming interface (API), and all upgrades thereto, that allows users to access an Advertising System (defined in Item 3 of this article) for the purpose of making requests to display Yahoo! JAPAN Ads, (except for the advertising products specified by Yahoo; hereinafter the same) operate advertisements, manage their accounts, and the like.
2. An “Application” refers to an application (which may be a web application) for the management or operating of Yahoo! JAPAN Ads that has been developed and created by the User using the API at the User’s own expense and risk.
3. The “Advertising System" is a collective term for the system equipped for ad management, display, etc. and the system that creates templates for advertisement (image, title, URL, description, etc.) displayed on Yahoo! JAPAN Ads, generates keywords and advertisement based on Advertising Material Data offered by the User, and reflects templates, keywords and advertisements generated to Yahoo! JAPAN Ads account.
4. “License Key” refers to the API license key and account ID that is issued to the User by Yahoo in order for the User to access the Advertising System via the API.
5. “Agency” refers to an advertising agency for Yahoo! JAPAN Ads that has entered into an agreement (an “Agency Agreement,” “Online Agency Agreement” or agreement by any other name; said agreements shall hereinafter be referred to collectively as “Agency Agreements”) with Yahoo concerning Yahoo! JAPAN Ads.
6. “Advertiser” refers to a customer of Yahoo that has entered into an agreement regarding the placing of Yahoo! JAPAN Ads (an “Advertising Agreement") with Yahoo.
7. “Application Recipient" refers to an Advertiser or Agency that is provided with the Application by a User.
8. “Advertising Material Data” refers to product information of the User, keyword, image or advertising title and description, etc.; an information for management and operation of advertising.
9. “Yahoo! JAPAN Business ID” refers to an ID granted by Yahoo to specify the business operator who uses the services for business operators provided by Yahoo or affiliates of Yahoo.

Article 2 Formation of Agreement

1. Once the User has requested through the application form designated by Yahoo to use the API after agreeing to the Terms, and Yahoo accepts (includes acceptance by email) that request, an agreement is formed between the User and Yahoo (“this Agreement”) consisting of the terms set forth in the Terms.
2. The User warrants to Yahoo that the person who has requested to use the API through the application form under the preceding paragraph has the right and authority to enter into this Agreement as a User.

Article 3 Use of the API

1. After this Agreement is formed, Yahoo shall notify (the notice may take the form of an announcement on the Yahoo website; the same shall apply hereinafter in this Article) the User the License Key of the API and other information necessary to use the API.
2. The User may use the API in accordance with specifications stipulated separately by Yahoo only when the User develops and creates the Application and then provide it to the Application Recipients. The User must not sell or distribute the API or granting sub-license of the API, whether User has commercial enterprise or any profit or not, to any third party without the explicit prior written consent of Yahoo.
3. The User shall allow the Application Recipients to use an Application only for the purposes of managing or operating Yahoo! JAPAN Ads.
4. By using the License Key designated by Yahoo in the Notification, the User may access the Advertising System through the Application but only for the purposes stipulated in the preceding paragraph.
5. The User acknowledges that it is only able to use the functions of the Advertising System that have been configured by Yahoo, and is unable to demand Yahoo to add additional functions or change these functions.

Article 4 Consideration

1. Use of the API shall be free of charge.
2. The User shall bear all costs necessary in order to access the Advertising System through the API (including telecommunication charges and costs involved in arranging a suitable use environment), and shall bear all other costs.

Article 5 Development of Applications

1. The User must not develop or create any application that uses the API for a purpose that is not listed in Article 3, Paragraph 3.
2. The User may at its own risk commission a third party to develop an Application on its behalf, having entered into a non-disclosure agreement equivalent to Article 18. The User shall notify Yahoo of the name of the third party carrying out the development, and shall show Yahoo the non-disclosure agreement with the developer if requested by Yahoo.
3. If development is commissioned to a third party, the User must not allow the third party developer to re-use the API, irrespective of whether the developer holds rights to an Application.
4. The User shall comply with any instructions from Yahoo to submit documentation or provision of information (including information relevant to the User itself) in relation to an Application, or effectiveness of ad management using the Application.

Article 6 Rights

1. Yahoo shall retain all rights to the API. The rights to any Application developed by the User shall belong to the User.
2. Yahoo and the User hereby acknowledge that the API and intellectual property rights belonging to or licensed to Yahoo are not assigned to the User by execution of this Agreement.

Article 7 License Key and Password

1. The User must not disclose, divulge or provide the License Key or the password it has registered (hereinafter collectively referred to as “Authorization Information”) to a third party. But, the User may disclose Authorization Information to a third party developer who develops an Application where the User has obtained the prior consent of Yahoo.
2. Except where circumstances exist that are attributable to Yahoo, the User shall be responsible for any damages incurred by Yahoo or any third party as a result of misuse of the Authorization Information.
3. If the User becomes aware that the Authorization Information has been divulged, it shall inform Yahoo immediately.

Article 8 Upgrades

1. Yahoo shall give a reasonable period of notice (the notice may take the form of an announcement on the Yahoo website) to the User before releasing a new version of the API or significantly modifying the current version of the API (hereinafter referred to collectively as an “Upgrade”).
2. Yahoo is able to halt API without prior notification to the User when emergency response becomes necessary, regardless of paragraph above, and shall report to the User promptly.
3. The User acknowledges that some or all of the functions of an Upgraded API may be unavailable to Applications that were made for prior APIs. Also, when licensing an Application to an Application Recipient, the User shall obtain the Application Recipient’s acknowledgement concerning this.
4. The User is responsible for all costs accrued for improving or modifying the Application in conjunction with an Upgrade of this API.

Article 9 Using the Application to Manage Advertising

When providing an Application to an Application Recipient, the User shall have the Application Recipient agree to the following terms.

1. If the Application Recipient is an Advertiser, the operation and management of advertising shall be controlled by the Advertising Agreement with Yahoo.
2. If the Application Recipient is an Agency, the operation and management of advertising shall be controlled by the Agency Agreement.

Article 10 Restrictions on Use

Yahoo shall be able to impose restrictions on the User’s use of the API (such as the maximum numbers of times the Advertising System can be accessed and commands can be input), and shall inform the User separately about said restrictions.

Article 11 Matters to be Complied With

1. Users must not engage in any of the following when using the API:
   1. Use of the API or provision of the Application for purposes other than the management and operating of Yahoo! JAPAN Ads;
   2. Reverse-engineering (such as disassembling) the API, or otherwise decoding the source code; or
   3. Use of the API or the Application by a Business ID other than the Yahoo! JAPAN Business ID designated by the User itself and approved by Yahoo when the User owns multiple API License Keys.
   4. Otherwise using the API in a manner that breaches these Terms or that Yahoo independently judges to be inappropriate.
2. When using an Application to access the Advertising System, or allowing Application Recipients to use an Application to access the Advertising System in accordance with this Agreement, the User must comply with, or have the Application Recipient comply with, the following requirements.
   1. Logout after every session that is started.
   2. Do not access the Advertising System in a manner that contravenes the restrictions of use of the API stipulated in Article 10.
   3. Do not access the Advertising System, or allow a third-party to do so, other than via an Application.
   4. Do not use for purpose other than management and operation of Yahoo! JAPAN Ads, or disclose, provide, grant sub-license, or transfer data of the Application Recipient or data related to its advertising (including processed data such as keyword and advertising description), or any derivative thereof, that is acquired through the Advertising System.
3. The User shall comply with the following requirements whenever using an Application or allowing Application Recipients to do so in accordance with this Agreement.
   1. The User must immediately discontinue using an Application or have the Application Recipient discontinue its use of an Application, if instructed by Yahoo.
   2. The User must modify, at its own risk and expense, the specifications and the functions of the Application, if indicated by Yahoo.
   3. When allowing an Application to be used by an Application Recipient, the User shall do so at its own expense and risk.
4. In addition to the preceding paragraph, the User must comply with, or have the Application Recipient comply with the separate guidelines regarding use of the API and development of Applications set down by Yahoo.
5. When using the API for site retargeting, the User must comply with, or have the Application Recipient comply with, the following requirements.
   1. Appropriate indication of items mentioned on the Yahoo website designated by Yahoo [https://help.marketing.yahoo.co.jp/ja/?p=1411 /English ver.: https://help.marketing.yahoo.co.jp/en/?p=585]
   2. Not sending the personal information mentioned on the Yahoo website designated by Yahoo [https://support-marketing.yahoo.co.jp/promotionalads/ss/articledetail?lan=ja&aid=23651 /English ver.: https://support-marketing.yahoo.co.jp/promotionalads/ss/articledetail?lan=en&aid=16889] to Yahoo.

Article 12 Warranties of the User

1. The User warrants to Yahoo that the Application fulfills all of the requirements below.
   1. The Application does not infringe intellectual property rights of a third party (including copyrights, patent rights, and trademark rights), publicity rights, privacy rights, ownership rights, or any other rights;
   2. The Application does not include any falsehood, information that could confuse third parties, misleading information, information that goes against public decency, or any other information that slanders, defames, or threatens third parties’ reputation; and
   3. The Application does not violate any other laws or regulations.
2. The User shall resolve at its own risk and expense any dispute arising with an Application Recipient or any other third party as a result of the Application and, with the exception of disputes that are the fault of Yahoo, shall compensate Yahoo for damages it incurs, irrespective of whether this Agreement is valid or has been terminated.
3. When the offer of Advertisement Material Data is required by using this Application, the User shall at its own risk, offer or let Application Recipient offer Yahoo the collected and classified Advertisement Material Data, and agree or let Application Recipient agree with Yahoo on usage of the Advertisement Material Data for providing the Advertising System functions.

Article 13 No Warranties

1. The API is provided as-is, and the User acknowledges that Yahoo makes no guarantee whatsoever about errors, bugs, theoretical errors, problems, interruptions or other defects relating to the API, or regarding fitness for purpose of use, usefulness (benefit), security, rights held, and non-infringement, and bears no obligation whatsoever to repair or improve the API.
2. The User acknowledges that Yahoo makes no guarantee of the matters listed above in relation to comments, know-how, or advice (be it displayed on the Yahoo website or otherwise) made available by Yahoo in relation to the API or an Application.

Article 14 Limitation of Liability

1. Yahoo is not liable for any damages incurred by the User or the Application Recipient as a result of the use of, or inability to use, the API, or in relation to any aspect of this Agreement, unless said damages are the result of willful misconduct or gross negligence on the part of Yahoo.
2. Yahoo shall not be liable to the User for any damages, loss of profit, costs of replacement APIs, etc. for Users, or damages resulting from loss of data, that result from extraordinary circumstances (this also applies where Yahoo was warned by the User that such damage could occur).

Article 15 No Liability for Force Majeure

Yahoo shall not be liable for any inability to perform under this Agreement in full or part, and shall be released from such duties under this Agreement, as a result of natural disaster, war, domestic unrest, rioting, power outages, accidents affecting communications infrastructure, cessation of service or emergency maintenance by telecommunication service providers, implementation or revision of domestic or overseas laws or regulations, orders, sanctions, or guidance issued by an administrative authority, or other circumstances for which Yahoo is not responsible.

Article 16 No Use of Trademarks

The User may not use Yahoo’s company name, trademarks, logos, service marks, or the like in relation to an Application, without obtaining prior approval from Yahoo.

Article 17 No Assignment of Rights or Delegation of Duties

The User must neither assign or pledge its standing or rights under this Agreement nor delegate its duties under this Agreement, in full or in part, to any third party without the prior written consent of Yahoo.

Article 18 Confidentiality

1. The User and Yahoo must not disclose, communicate, or divulge to any third party, any technical or business information that has business value and was learned during negotiations leading up to the execution and performance of this Agreement (all such information that was explicitly stated to be confidential by the other party is referred hereinafter to as “Confidential Information”), or use said information other than for the purpose of this Agreement, at any time during the term of this Agreement or less than three years after termination of this agreement without the prior written permission of the other party, unless doing so is in accordance with a legal or regulatory disclosure obligation and there has been an order to disclose issued by a public organization and the recipient informed the other party accordingly. All non-public information disclosed by Yahoo (irrespective of the means of disclosure) concerning the API constitutes “Confidential Information” of Yahoo. The following types of information are not included in Confidential Information:
   1. Information that was already known by the recipient at the time of disclosure;
   2. Information that was already public at the time of disclosure;
   3. Information that became public after disclosure through no fault of the recipient; and
   4. Information created independently by the recipient without using information disclosed by the other party.
2. Only to the extent necessary to achieve the purposes of this Agreement, the User and Yahoo may disclose Confidential Information disclosed to them by the other party to their directors and officers (yakuin) and employees as well as lawyers, tax accountants and other third-party professionals who have a professional confidentiality duty. Any party disclosing information to a third party must make the third party observe the same confidentiality obligations as are set down in this Agreement, and shall assume all responsibility for that third party’s handling of the Confidential Information.
3. The User may disclose the fact that this Agreement has been entered into and the Terms regardless of Paragraph 1 of this Article, to Application Recipient. But, the User must make the Application Recipient observe the same confidentiality obligations as are set down in this Agreement, and shall assume all responsibility for that Application Recipient handling of the Confidential Information.
4. Before publicly announcing the fact that this Agreement has been entered into, the fact that the purposes of this Agreement are being pursued, the Terms, or the outcomes of the performance of this Agreement, the User must obtain written permission from Yahoo concerning the content, timing and means of such announcement.
5. The User acknowledges that Yahoo may publicly announce at its discretion any of the facts referred to in the preceding paragraph or the outcomes thereof.

Article 19 Expiration of Agreement

1. The User and Yahoo agree not to determine the term of this Agreement, and both the User and Yahoo may terminate this Agreement by giving the other party one month prior notice.
2. If any obligations remain outstanding at the time this Agreement terminates, the provisions of this Agreement will continue to apply until those obligations have been performed.

Article 20 Termination of Agreement

1. Yahoo is able to stop performing its obligations under, or to terminate, this Agreement or part thereof immediately without any notice or warning and without any liability if any of the following applies to the User.
   1. On the basis of the documentation or information regarding the Application submitted by the User based on Article 5, Paragraph 4, Yahoo determines that continued use or provision of the Application by the User would be inappropriate;
   2. The User breaches Article 9 or Article 11;
   3. No access to the Advertising System via the API for six months;
   4. Yahoo determines that the frequency of use of the API is extremely low;
   5. The User otherwise breaches this Agreement or fails to perform some or all of its obligations to Yahoo, and fails to remedy said situation or perform said obligations within a reasonable period stipulated by Yahoo;
   6. The User engages in an act that damages the good name, trust, or reputation of Yahoo or a website operated by Yahoo and fails to resolve said situation within two weeks of being demanded to;
   7. As a result of a decline in the User’s credit rating, asset value or the like, the User is subject to attachment, provisional attachment, provisional injunction, compulsory enforcement, or compulsory auction, or is issued with a warning for taxes or public dues in arrears;
   8. Bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation, or other legal bankruptcy proceedings are filed in respect of the User, or the User enters liquidation proceedings or begins voluntary debt restructuring;
   9. The User resolves to carry out stated capital reduction, terminate, suspend or alter its business, assign its business or a significant part thereof, or is dissolved (including dissolution by operation of law or regulation);
   10. The User is insolvent or declares its insolvency, or its bank transactions are suspended due to dishonoring a check;
   11. The User is ordered to cease operations or has an operating permit or license, etc. revoked by the relevant governmental authority;
   12. Yahoo determines that it would be inappropriate to continue this Agreement due to a change to the User’s management or main shareholders;
   13. Yahoo determines that continuation of this Agreement could compromise the interests or reputation of Yahoo as a result of a violation of law or regulation by a representative or employee, etc., of the User (irrespective of whether the violation was reported in the media); or
   14. Yahoo determines that a representative or employee, etc., of the User has seriously damaged, or might seriously damage, the reputation of Yahoo or the advertising industry.
2. If any of the items of the preceding paragraph applies to the User, all of the User's liabilities to Yahoo (not limited to liabilities arising under this Agreement) will be automatically accelerated and the User must immediately pay said liabilities in cash to Yahoo.
3. The termination of this Agreement in accordance with this article does not preclude Yahoo seeking damage compensation from the User.

Article 21 Elimination of antisocial forces

1. Yahoo may stop performing its obligations under, or to terminate, this Agreement or part thereof, immediately without any prior notice or warning and without any liability, if any of the following is a member of a group that poses a threat to society (hereinafter refers to a gang, a gang member, a gang affiliate, a company with gang affiliations, a corporate extortionist, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities and crime groups specialized in intellectual crimes, or the equivalent), or the like is involved with such a group.
   1. The User.
   2. Special stakeholders of the User (Company and affiliated companies and their officers (yakuin) being owned by majority of voting rights by officers , their spouses, dependents, second degree or closer blood relatives).
   3. Important servant of the User.
   4. Main shareholders and/or main client of the User.
   5. Personnel applies to any of this items, or whom substantially dominating the management of the User.
2. If any of the preceding paragraph applies to the User, all of the User's liabilities to Yahoo (not limited to liabilities arising under this Agreement) will be automatically accelerated and the User must immediately pay said liabilities in cash to Yahoo.
3. The termination of this Agreement in accordance with this article does not preclude Yahoo seeking damage compensation from the User.

Article 22 Amendment and Assignment of Agreement

Yahoo is able to amend these Terms by notifying the User at least 15 days in advance by posting the amended Terms on Yahoo’s website. If the User does not accept the amendments, the User is able to terminate this Agreement by giving written notification before the effective date of the amended Terms. If the User does not exercise its right to terminate this Agreement, the amended Terms shall apply to the provisions of this Agreement.

Article 23 Matters for Consultation

If any doubts arise surrounding matters not provided for in this Agreement or the interpretation of this Agreement, the User and Yahoo shall hold discussions in good faith in order to achieve a resolution.

Article 24 Governing Law

The formation, validity, performance, and interpretation of this Agreement shall be governed by the laws of Japan.

Article 25 Exclusive Agreed Jurisdiction

Depending on the amount in controversy, the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance in any litigation related to this Agreement.