Article 1 (General Provisions)
- When using UNICORN, the Advertiser shall comply with the Terms and the Advertisement Standard (hereinafter collectively referred to as the “Terms, Etc.”).
Article 2 (Definitions)
- The definitions used in the Terms shall be as follows:
- The “UNICORN” shall mean the advertisement and management system provided by the Company.
- “Service” shall mean the service pertaining to UNICORN.
- 「“Advertiser” shall mean the person who desires to place its ads in the relevant Ad Slots or the person who is entrusted by such person with operations concerning ads.
- “Media” shall mean the person or a company who provides Ad Slots to the Company.
- “Ad Slot” shall mean the area dedicated to advertisement provided by the Media to the Company and the advertisement site pertaining to the Advertiser.
- “Company’s Creative, Etc.” shall mean all of the texts, images, data, information, report data, materials, and other contents (excluding ads pertaining to the Advertiser), which are indicated, provided or presented in connection with UNICORN.
- “Company’s Technology, Etc.” shall mean UNICORN-related technologies, software, hardware, products, processes, algorithms, user interface, knowhow, designs, invention, and other technological creations.
Article 3 (Application for Use)
- When using UNICORN, the Advertiser shall agree to the Terms and apply for the use of UNICORN using the method prescribed by the Company. The Advertiser shall submit the information prescribed by the Company in updated and exact manner.
- After receiving the application for the use set forth in the preceding paragraph, the Company shall conduct screening using the criteria prescribed by the Company and determine whether or not such application can be approved. The Agreement shall be deemed to have been concluded when the Advertiser agrees to the contents of the Terms, Etc. and then affixes its signature or seal. The date of conclusion shall be treated as the date of registration to UNICORN.
- When falling under any one of following items, the Company may make a decision to disagree to the
application for the Service. The Company shall not assume any responsibility for such decision.
- If the application has false or inexact contents
- If an omission of entry is found in the application items
- If the applicant had neglected contractual obligations in services, etc. provided by the Company in the past
- In addition to the above cases, if the Company deems inappropriate
- In the event that a change is made in the Advertiser’s mail address or other items of Advertiser’s information, the Advertiser shall promptly take a procedure for change by the method prescribed by the Company.
- In the event that the Advertiser incurs damage due to a neglect of the procedure for change, the Company shall not assume any responsibility for such damage. In the event that the Company incurs damage due to a neglect of the procedure for change, the Company may request the Advertiser to compensate such damage.
- If the Advertiser who applies for use is an agent, such agent shall represent and warrant to the Company that it is duly entrusted by the Advertiser with operations concerning ads (including receipt of a transfer or license pertaining to rights necessary in connection with such operations).
Article 4 (Management Screen, Password and ID)
- In the event that the Company agrees to the Advertiser’s application pertaining to the preceding article, the Company shall grant an ID (hereinafter referred to as the “Account”) specific to the Advertiser to the Advertiser. In addition, when separately receiving an application pertaining to an additional Account, the Company shall prepare an additional Account at its sole discretion and grant the additional Account to the Advertiser.
- The Advertiser shall cause only its officers or employees (hereinafter collectively referred to as the “Employees, Etc.) who are filed with the Company to use the respective Accounts, and shall not cause any third party to use the Accounts without a prior written approval from the Company (including e-mail; hereinafter the same shall apply in this article). In this regard, the third party in case of causing a third party to use the Accounts with a prior written approval from the Company shall be hereinafter referred to as the “Account User.”
- The Advertiser shall cause its Employees, Etc. and other Account Users (if any) to comply with obligations under the Terms. Any and all matters performed using the Account of Advertiser shall be deemed to have been performed by the Advertiser, and the Advertiser shall assume any and all responsibilities for the acts conducted by the Employees, Etc. and Account Users.
- The Advertiser shall manage the Accounts in a strict confidence upon its own responsibility while taking measures to prevent the theft of Accounts by a third party, the use of Accounts by former employees and other illegal use, e.g. by periodically changing passwords.
- In the event that any change is made in its Employees, Etc. or other Account Users (if any) (including, but not limited to, changes due to transfer or retirement), the Advertiser shall notify the Company of such change promptly using the method prescribed by the Company.
Article 5 (Application for Ads Placement)
- In the event that the Advertiser desires to place ads in the Ad Slot using UNICORN, the Advertiser shall submit ad manuscripts using UNICORN, enter the placement period, unit price, budget and other necessary matters, and then apply for a bid pertaining to ads placement.
- The Advertiser may suspend, change, modify, add or delete the application set forth in the preceding paragraph using the method prescribed by the Company.
- When deeming necessary under the Terms Etc., the Company may request the Advertiser to modify the ads pertaining to application. In the event that the Advertiser does not follow such a request or the Company deems that the problem remains unrectified though modified, the Company may reject the distribution of such ads without any notice. In any case, the Company shall not assume any obligation to explain such judgment. In this regard, the Company shall only judge the relevance to the Terms, Etc. under its own criteria and at its sole discretion, and in any case, shall not be obliged to confirm any legal or technical defect or other legality of the ads.
- The Company shall receive inquiries about the bid (bid request) for the Ads Slot from the Media at any time. In this case, the Company shall select the bid appropriate for contents of such inquiries pursuant to terms and conditions on the bid of the respective Advertisers and the selection method prescribed by the Company. The Company shall notify the Media of the selected terms and conditions on a bid and information incidental thereto (bid response).
- In the event of receiving from the Media the notice of a decision that makes ads pertaining to the bid the subject of distribution (Win Notice) and the information (tag) necessary to distribute ads notified under the preceding paragraph, the Company shall distribute ads pertaining to a bid to the Ad Slot pursuant to such information. When such distribution has been made, an individual agreement on ad transactions between the Company and the Advertiser shall be deemed to have been concluded.
- The Advertiser shall in advance approve of the case where advertisement is rejected at the Media’s sole discretion, the case where the respective bids are selected and a successful bid is made at the Media’s sole discretion, and the case where all budgets that the Advertiser desires are not be spent.
- The Advertiser shall in advance approve of the case where expansion / contraction in the same aspect ratio is made depending on the system specifications, etc. of the Media, the case where a part of text is not indicated, and the case where ads are not placed in the contents or forms according to the manuscripts or intention of the Advertiser.
- The Company shall not assume obligations to explain the Media’s judgement, the reason for rejection of advertisement, Media system specifications, etc. and other circumstances of the Media.
Article 6 (Responsibility of Advertiser)
- When using UNICORN, the Advertiser shall comply with the Terms, Etc.
- The Advertiser shall represent and warrant that ads for which manuscripts are submitted or websites
where ads are placed or applications do not include those falling under any one of the following items:
- Those which violate laws, cabinet orders, ministerial orders, prefectural ordinance, other regulations, guidelines or administrative guidance
- Those which infringe intellectual property rights, such as third party’s copyrights or trademark rights, or other property rights
- Those which infringe third party’s reputation, credibility, privacy, portrait right, or other moral rights
- Those which include adult-oriented contents or are for adults
- Those which discriminate or defame a third party
- Those which are contrary to public order and morals
- Those which are false or exaggerated
- Those which are fraudulent
- Those which the contents of ads and the contents of sites where ads are placed are significantly different
- Those which are likely to have a negative impact on visual and auditory senses
- Those which are likely to cause a factual error
- Those involved with a pyramid scheme or pyramid financing
- Those which affirm, assist, or facilitate violence, gambling, drugs, prostitution or other illegal activities
- Those which affirm, assist, or facilitate suicide or self-injurious behavior
- Those which impede sound upbringing of children and young people
- Those which include specific political or religious assertion
- Those which are considered unfavorable in light of socially accepted conventions
- Those which violate the UNICORN Advertisement Standard
- In addition to the above, those which the Company deems inappropriate
- When using UNICORN, the Advertiser shall not conduct or cause any third party to conduct the act which
falls under any one of the following items:
- The act of causing a third party to use the Account of the Advertiser, excluding the person whom the Company approves in writing (including by e-mail) in advance
- The act of using UNICORN for the purpose other than advertisement
- The act of hindering the use of UNICORN by other Advertisers
- The act of infringing the rights of other Advertisers, Medias or other third parties, or the act of causing a disadvantage or damage, etc. to a third party
- The act of uploading, distributing, or transmitting a computer virus or harmful program
- The act of illegally accessing or attempting to access the server or other computer systems of the Company (including, but not limited to, the use of an agent, robot, script, or spider for the purpose of monitoring or reproducing the technologies, etc. of the Company)
- The act of illegally operating a computer system or program pertaining to UNICORN
- The act of decompiling, reverse assembling, or reverse engineering in connection with a computer system or program pertaining to UNICORN
- The act of reproducing, modifying or altering a computer system or program pertaining to UNICORN, or generating derivatives thereof
- The act of unauthorized use of information concerning a computer system or program pertaining to UNICORN and making a registration or submitting an application pertaining to an intellectual property right in relation thereto
- The act of causing excessive burden on a network or a computer system pertaining to UNICORN
- The act of hindering operation of UNICORN or the act of disturbing UNICORN
- The act of violating the Terms, Etc.
- Other acts which the Company deems inappropriate
- In the event that the Advertiser has violated or is likely to violate obligations pertaining to the preceding two paragraphs, the Company may reject or suspend the relevant advertisement, or may cease use of the whole or a part of UNICORN by the Advertiser. In addition, in the case where the Advertiser violates obligations pertaining to the preceding two paragraphs and in the event that any inquiry, claim, complaint, dispute or lawsuit from any third party arises against the Company or the Media and thereby the Company or the Media incurs damage, the Advertiser shall indemnify or compensate any and all damages (including, but not limited to, a reasonable attorney's fee or legal fee).
- In the event that the Advertiser has violated or known to likely violate obligations pertaining to the preceding paragraphs 2 or 3, the Advertiser shall notify the Company to that effect immediately.
Article 7 (Fees)
- The Advertiser shall pay to the Company the advertisement fees that occurred. In this regard, at the time of occurrence of actions such as a click, impression, and installation, the advertisement fee payables for such actions shall occur.
- The Company shall calculate the advertisement fee for the month with the closing date of the last day of the month in accordance with the results of use by the Advertiser, which are measured and examined using the method prescribed by the Company, and issue an invoice to the Advertiser by the fifth business day of the next month. The Advertiser shall pay such advertisement fee (if applicable, consumption taxes, etc. are added) through bank remittance by the end of the month following the month to which the closing date belongs. The remittance fee shall be borne by the Advertiser.
- The Advertiser shall agree in advance that the advertisement fee charged by the Company shall be an advertisement fee calculated after the number of actions, such as a click, impression, and installation, are measured and examined by the method prescribed by the Company, the advertisement fee calculated by the Company shall be treated formally, and the advertisement fee shown on the invoice does not always agree with the amount that can be confirmed on UNICORN.
- The Advertiser shall, in principle, pay the advertisement fee in Japanese yen. Notwithstanding this provision, the Advertiser may make payments in a currency selected by the Advertiser from among currencies prescribed by the Company. As for foreign currencies other than Japanese yen, the exchange rate that the Company reasonably deems most appropriate at the Company’s sole discretion shall be adopted.
- In the event that this Agreement terminates, regardless of the cause therefor, the Advertiser shall pay the advertisement fee that occurred by the date of such termination.
Article 8 (Late Payment Charge)
- In the event that the Advertiser fails to perform payment obligations based on this Service, it shall pay a late payment charge at the annual rate of 14 percent (prorated on a daily basis).
Article 9 (Taxes)
- All of the amount indications pertaining to UNICORN shall not include all taxes and public dues, consumption taxes, value-added taxes and other charges imposed by the government. The Advertiser shall pay all taxes (excluding taxes for income of the Company) to be applied in connection with this Agreement.
Article 10 (Ownership of Right and License)
- All rights regarding Company’s Creative, Etc. and Company’s Technology, Etc. (including all intellectual properties) of the Company shall belong to the Company (notwithstanding this provision, those held by a third party and licensed to the Company shall belong to such third party), and except those clearly indicated in the Terms separately, any right / license shall in no way be granted to the Advertiser in connection with such rights of the Company.
- Except those clearly set forth in the Terms, the Advertiser shall not make any modification / alteration of Company’s Creative, Etc. or Company’s Technology, Etc.
- As part of the Service, the Advertiser may access report data through the management screen of the Service. The Company may, at its sole discretion, restrict accesses to report data.
- During the period of the Agreement, the Advertiser shall grant to the Company a right and license, which are non-exclusive and global, hold free-of-charge loyalty, are sub-licensable (to the Media), and are indefinite and irrevocable, to use, reproduce, perform, modify, remake, adapt, execute, indicate, publish, distribute, deliver, publicly transmit, broadcast, and otherwise effective use the ads pertaining to the Advertiser within a scope of the purpose of providing the Service. In addition, the Advertiser shall perform processing of rights necessary for granting such a right and license.
- The Advertiser may not exercise a moral right of an author or moral right of a performer pertaining to the ad set forth in the preceding paragraph against the Company, the Media or other third parties reasonably designated by the Company. In addition, the Advertiser shall perform necessary processing of rights so that any third party does not exercise such rights.
- In the event that the Advertiser uses a musical work as composition of ads pertaining to the Advertiser, it shall submit a necessary application for use between a copyright management operator, such as JASRAC, author or copyright holder, receive a license, etc. to use, and pay money required for submission of such application and receipt of such license, etc. on its own responsibility. In any case, the Company shall not be obliged to pay such money. If the Company is obliged to pay such money, the Company may make a claim for payment of such money against the Advertiser.
Article 11 (Entrustment)
- In the event that the Advertiser entrusts the whole or a part of ad services pertaining to UNICORN to a third party, it shall obtain a prior written (including e-mail) approval from the Company.
- When entrusting such services to a third party after the approval set forth in the preceding paragraph is obtained, the Advertiser shall cause the third party to comply with the obligation of Advertiser under the Terms, and assume any and all responsibilities for the acts conducted by such third party.
Article 12 (Temporal Suspension of UNICORN)
In the cases listed in the following items, the Company may suspend the whole or a part of the use of
UNICORN or advertisement for a certain period of time after giving a notice to the Advertiser.
Notwithstanding this provision, in case of emergency, the Company may suspend without giving any notice
to the Advertiser.
- If it is necessary to maintain, check, repair, mend, improve, or relocate a server, computer system, communication line, software, or other facilities
- If an accident occurs, or a fault or defect is found in a server, computer system, communication line, software, or other facilities
- If it is difficult or impossible to provide the Service due to laws and regulations
- In addition to the above, if the Company deems reasonably necessary
Article 13 (Disclaimer / Denial of Warranty)
- The Company shall not assume any and all responsibilities for damage caused to the Advertiser resulting from the advertisements made pursuant to provisions of the Terms.
- The Company shall not assume any and all responsibilities for damage caused to the Advertiser resulting from rejection, cessation, suspension, or termination of the advertisements for the Media’s convenience.
- The Company shall not assume any and all responsibilities for damage caused to the Advertiser resulting from third party’s illegal use of the Account. Notwithstanding this provision, this shall not apply to illegal use based on intention or gross negligence.
- The Company may, at all times, change, delete or add the specification, etc. of UNICORN without giving any prior notice to the Advertiser, or may suspend (including suspension under the preceding article), cease or abolish UNICORN. The Advertiser shall not request the Company or the Media to indemnify or compensate damage caused through such responses or measures.
- In connection with the Service, the Company shall neither warrant the following matters nor assume any
- The server pertaining to the Service is not suspended even temporarily, and is always operated without any problem.
- In a fault is found in the server pertaining to the Service, the server is always restored or repaired to original state without any defect.
- Information provided through the Service does not include any error, virus, bug or other harmful components.
- UNICORN’s completeness, usefulness, strictness, immediacy, safety, adequateness for particular purpose, and non-infringement
- Any error is not found in the figures measured through the Service and the figures are objectively accurate
Article 14 (Limitation of Responsibility)
- The Company shall not assume any responsibility for indirect damage, punitive damage, incidental damage, special damage, and derivative damage (including lost profit and damage related to loss of data) resulting from or related to transactions contemplated in the Agreement. This limitation to responsibility shall apply, regardless of the form of claim and causes thereof, or even in a circumstance where the Company is able to know the possibility of occurrence of such damage.
- In the event that the Company causes damage to the Advertiser resulting from or related to transactions contemplated in the Agreement, it shall compensate for damage actually incurred by the Advertiser that should occur in general as a direct result. Notwithstanding this provision, the amount to be compensated shall be up to the amount equivalent to the advertisement fee paid by the Advertiser to the Company pursuant to the Agreement in the month when such damage occurs.
Article 15 (Confidentiality)
- The confidential information referred to the Agreement shall mean the information to be provided or
disclosed by the party (hereinafter referred to as the “Disclosing Party”) to the other party
(hereinafter referred to as the “Receiving Party”) in connection with the Agreement, which falls under
any one of the following items:
- The information which is any and all information including technological and business data and has clear indication as secret using appropriate indication (“Confidential” or “Secret”).
- Any and all information indicated or provided in UNICORN
- Regardless of provisions set forth in the preceding paragraph, the information set forth in the
following respective items shall be excluded from confidential information.
- Information which has duly been held by the Receiving Party before disclosure
- Information which has become publicly known before disclosure
- Information which has become publicly known due to reasons not attributable to the Receiving Party after disclosure
- Information which has duly been obtained from a third party with just title without assuming any secrecy obligation
- Information which has been developed independently by the Receiving Party
- The Receiving Party shall hold in confidence the confidential information and shall neither leak nor disclose such information to any third party without a prior written approval from the Disclosing Party, and shall not use the information for any purpose other than the purpose contemplated in the Agreement.
- The Receiving Party may disclose such confidential information to its officers and employees (for the Company, officers and employees of the Company’s parent company are included) only to the extent necessary for the purpose contemplated in the Agreement and on condition that the Receiving Party causes such officers and employees to comply with obligations equivalent to secrecy obligations set forth in this article.
- In the event that the Receiving Party assumes an obligation to disclose confidential information pursuant to orders, etc. from a court, government office or other public organizations, or laws and regulations, it shall notify the Disclosing Party to that effect before disclosure. Notwithstanding this provision, if the Receiving Party fails to give a prior notice to the Disclosing Party due to an unavoidable reason including statutory restrictions or restriction on time, etc., an after-the-fact notice shall be sufficient. If the Receiving Party assumes such an obligation to disclose, it may, notwithstanding the provision of the preceding paragraph, disclose confidential information to such public organizations, etc. within the minimal necessary scope.
- The Company may use statistic information collected from the respective Advertisers in connection with the Service or disclose the information to a third party without obtaining an approval from the Advertiser. Notwithstanding this provision, such information shall be limited to one whereby a particular Advertiser and user cannot be identified and one for which anonymity is assured.
- Even after the Agreement terminates for any reason whatsoever, the Receiving Party shall assume secrecy obligations.
Article 16 (Prohibition of Transfer)
- The Advertiser shall neither transfer nor offer as collateral to a third party the rights, obligations and contractual status under the Terms without obtaining a prior written approval from the Company.
- In the event that the Company transfers to a third party the operations pertaining to the Service, it may, following such transfer of operations, transfer to a third party the rights and obligations based on the Service or the Terms, and the Advertiser shall accept such transfer in advance. In this case, the Company shall notify the Advertiser to that effect in advance.
Article 17 (Term)
- This Agreement shall become effective for a period of one year from the date of conclusion of the Agreement. Notwithstanding this provision, unless the Company or the Advertiser manifests an intention that neither party renews the Agreement at least one month prior to the expiration of this Agreement, this Agreement shall continue in effect for a successive period of one year. The same shall apply thereafter.
Article 18 (Termination)
- The Company or the Advertiser may terminate the Agreement by giving a written notice (including e-mail) to the other party at least one month prior to termination.
Article 19 (Amendment to the Terms)
- The Company may always revise the Terms, Etc. without giving any prior notice to the Advertiser.
- When revising the Terms, Etc., the Company shall strive to notify the Advertiser to that effect in advance (including posting of the revision on UNICORN; the same shall apply in this article).
- With regard to the revision of the Terms, Etc., it shall be deemed that the Advertiser has agreed with revised Terms, Etc. if the Advertiser continues using UNICORN after the Company has given a notice of the revised Terms, Etc. to the Advertiser.
Article 20 (Cancellation)
- In the event that any one of the following event occurs to the other party, the parties to the
Agreement may immediately cancel the whole or a part of the Agreement without any notice or demand.
- When an application is submitted against the other party for legal arrangement, such as bankruptcy, corporate reorganization, civil rehabilitation or special liquidation, or the other party submits such application on its own
- When the other party dishonors notes or checks due to a shortage in fund, or becomes unable to pay debts
- When an application is submitted by a third party against the other party for provisional seizure, provisional disposition, seizure or compulsory execution or a procedure for collection of delinquent tax or public impositions
- When the other party resolves dissolution, decrease in capital or transfer / lending of the whole or an important part of its business, or merges with another company
- When the regulatory authority takes procedures for cancellation of the other party’s business license or cessation to carry on its business
- When the other party violates the Terms, Etc.
- When the Advertiser does not make payment by the due date, and regardless of payment demand, it remains unpaid within 30 days of the due date
- When a material change in assets, credibility or operations of the other party occurs, and thereby the performance of obligations under the Agreement is likely to be deemed difficult
- When a false statement is found in a report made by the other party, or otherwise a relationship of trust is significantly harmed
- In the event that the Company or the Advertiser cancels the whole or a part of the Agreement pursuant to the provisions of the preceding paragraph, any and all obligations that the other party owes under the Agreement shall become due and payable and the other party shall pay such obligations immediately. Even if the whole or a part of the Agreement is cancelled, a claim on other party for compensation of damage may not be precluded.
Article 21 (Elimination of Antisocial Forces)
The Company and the Advertiser represent to the other party that currently it does not falls under a
Boryokudan (an organized crime group), a member of Boryokudan or a person for whom five years have not
passed from ceasing to be a member of Boryokudan, the quasi member of Boryokudan, a firm concerned with
Boryokudan, soukaiya (racketeer), etc., a ruffian proclaiming social movements or special intellectual
violent group, etc., or a person equivalent thereto, (hereinafter collectively referred to as the
“Member of Boryokudan, Etc.”) and does not fall under any one of the following items, and assures that
it will not fall under the Member of Boryokudan, Etc. in the future:
- The Company and the Advertiser have a relationship in which the Member of Boryokudan, Etc. are deemed to control the management
- The Company and the Advertiser have a relationship in which the Member of Boryokudan, Etc. are deemed to be substantially involved in the management
- The Company and the Advertiser have a relationship in which unreasonable use of the Member of Boryokudan, Etc. is considered, e.g. for the purpose of unjustly benefitting itself, own company or a third party or the purpose of causing damage to a third party
- The Company and the Advertiser have a relationship in which funds, etc. are provided to the Member of Boryokudan, Etc. or involvement in provision of convenience to the Member of Boryokudan, Etc. is found
- The Company and the Advertiser have a relationship with the Member of Boryokudan, Etc. in which an officer or a person who is substantially involved in the management comes under social criticism
- The Company and the Advertiser assure the other party that it does not conduct on its own or cause the
other party to conduct any one of following acts using a third party:
- Violent demands
- Unreasonable demands beyond legal responsibility
- Performing threatening behavior or using violent in connection with the business
- Impairment of credibility of the other party by spreading false rumors, or using fraudulent means or force, or obstruction of the other party’s operation
- Other acts equivalent to those set forth in the preceding items
- In the event that the other party is contrary to or is reasonably suspected of being contrary to the assurance set forth in the preceding respective paragraphs, the Company and the Advertiser may cancel the Agreement without any demand or otherwise taking any procedure. In this regard, even damage occurs to the other party resulting from or in connection with cancellation of the Agreement, the canceling party does not assume any responsibility therefor.
Article 22 (Effect of Termination of the Agreement)
- In the event that the Agreement terminates for any cause thereof, the following provisions shall
- The Company invalidates the Account pertaining to the Advertiser and causes the Advertiser to end access to the Service.
- The Advertiser ends the use of all of Services immediately.
- The Company holds a right to delete the report data and Advertiser’s data, which are retained in connection with the Service.
- In the event that the Agreement terminates for any cause thereof, the Advertiser may not be exempt from an obligation to pay to the Company the advertisement fee occurring prior to the termination of the Agreement
Article 23 (Applicable Period of the Terms)
- The provisions of Article 13 through Article 16, Article 20 through Article 23, Article 28, Article 29, Article 32, and Article 33 of the Terms, and the provision of this article shall remain valid after the termination of the Agreement.
Article 24 (Notice / Communication between Persons in Charge)
- Notices / communications between the Advertiser and the Company shall in principle be made by e-mail. The Advertiser shall always keep receivable the e-mail sent by the Company for notices / communications, and the Advertiser shall not reject the receipt of such communication mail.
- In the event that the Advertiser changes its e-mail address due to a change of a person in charge or any other reasons, it shall notify the Company of the e-mail address after change promptly.
- The Company shall not assume any and all responsibilities for any damage occurring due to neglect of obligations set forth in the preceding two paragraphs or a delay in giving a notice.
- Direct communications between the Advertiser and the Media in connection with the Agreement shall be prohibited. If communications are needed, the Advertiser shall contact with the Company.
Article 25 (Export-related Laws)
- The Advertiser shall comply with all related export laws (including the Foreign Exchange and Foreign Trade Act and other related regulations).
Article 26 (Entire Agreement)
- The Terms shall constitute the entire and sole agreement between the Company and the Advertiser in connection with the contents of provisions of the Terms and the latest Terms shall supersede all previous terms.
Article 27 (Severability)
- If any provision or a part thereof of this Agreement shall be deemed invalid or unenforceable, the remaining portions other than provisions as deemed invalid or enforceable shall remain in full force.
Article 28 (Waiver)
- In the event that the parties to the Agreement fails to exercise or enforce rights or claims under the Terms or such exercise or enforcement delays, such rights or claims are not deemed to have been waived, and the relevant party may, without having any effect, exercise or enforce such rights or claims thereafter.
Article 29 (Governing Law / Jurisdiction)
- This Agreement shall be governed by the laws of Japan, and the Tokyo District Court or the Tokyo Summary Court shall, depending on the amount of lawsuit, have the exclusive jurisdiction of the first instance over any lawsuit arising in connection with this Agreement.
Article 30 (Consultation)
- The Company and the Advertiser shall settle any questions arising in connection with the Agreement or any matters not specified in the Agreement through consultation between both parties in good faith.