Article 1. Purpose

The purpose of these Terms of Service is to define the basic agreement and terms and conditions for the use by you of the Service provided and operated by MICROAD.

Article 2. Definitions

The terms used in these Terms of Service have the following meanings:

1. 1. “Electronic Media Operator” means the business operator who manages and operates the advertising space of electronic media.
2. 2. “Media” means electronic media owned by you or on which you are entrusted with advertisement placement management from Electronic Media Operator.
3. 3. “Advertising” means the transmission or conveyance of the name, name of product or service, promotional campaigns, and other advertising services of the Advertising Company to the User, through the use of electronic media at the request of certain advertisers.
4. 4. “Service” means the advertisement delivery and management system named MicroAd COMPASS operated and managed by MICROAD, which has the yield management (*the general term for media revenue optimization) function that identifies and controls delivery of advertisements that are expected to be more efficient between MicroAd BLADE owned by MICROAD and advertising services of any third party collaborated with or authorized by MICROAD in real-time, and the advertisement delivery and management function owned independently by Electronic Media Operator. (For details, see http://www.microad.co.jp/service/.)
5. 5. “Advertising Company” means the advertiser or advertising agency that places orders for placement through the use of the Service.
6. 6. “User” means, whether a legal entity or a natural person, any person eligible to be targeted for advertisements that use electronic media.
7. 7. “Ad Placement Fees” means any fee paid by MICROAD to you for the placement into advertising space provided by you, which is calculated based on the basic unit price fixed in advance through separate consultation.
8. 8. “Terminal Related Information” means any information related to an information terminal used by User such as advertisement ID, User Agent, model information, or the like, and also specifies no individual User.
9. 9. “Cookie” means the system for a website provider temporarily writing simple data to the computer (PC/mobile/smartphone) of a visitor via a browser, which is used to identify or authenticate visitors and record the visit frequency.
10. 10. “SDK” means a set of tools for developing software and the program for delivery of advertisements.
11. 11. “App” means the software that directly has functions of executing work that the User desires to carry out on a computer.
12. 12. “User Agent” means the program that enables the acquisition of browser information used by User for accessing a website, information on mobile phone/smartphone operators and models, and other information.

Article 3. Application of Service

1. 1. You shall follow the application procedures by completing the request form for Screening on the COMPASS Site (https://www.microad.jp/compass/contact/entry.html) and clicking the Submit button after the agreement on all provisions of these Terms of Service. Upon acceptance of the application by MICROAD, the agreement of the Service (hereinafter “Agreement”) based on this Terms of Service is established.
2. 2. By attaching the exclusive advertisement delivery tag issued especially for that purpose and attaching SDK, you shall place advertisements into the Media designated by both parties subject to the “MicroAd Acceptability Standard of Advertisement” established by MICROAD.
3. 3. In the event of discontinuation of the Media owned by you due to unavoidable circumstances including, without limitation, periodic inspection and maintenance, you shall notify MICROAD thereof in advance; provided, however, in the event of any of the following urgent cases, you may discontinue or suspend the Internet delivery of Media without giving notice to MICROAD:
   1. (1) The need arises to urgently maintain, inspect, or renew the system for Media;
   2. (2) It is found impossible to continue the operation of Media due to acts of God, wars, labor disputes or other force majeure; or
   3. (3) You find it necessary to suspend the operation of Media temporarily and urgently from an operational or a technical perspective.
4. 4. Any advertising space provided by you based on the use of the Service shall be provided to MCROAD to the extent deemed necessary for performing the services of you.

Article 4. Services of MICROAD

1. 1. Upon completion of the application procedures set forth in Article 3, MICROAD shall give IDs and passwords for administration screens required to use the Service.
2. 2. MICROAD shall deliver advertisements from any server owned by MICROAD to any advertising space on the Media, and operate and maintain the Service including the services set forth in these Terms of Service.

Article 5. Selection and Suspension of Advertising

1. 1. For the placement of an advertisement into Media, if you finds the contents of delivery inappropriate by your own standards, you may designate and reject the relevant appeal from administration screens provided.
2. 2. If the management of Media and advertising space is, or is likely to be, hindered through the use of the Service, you may suspend or discontinue the use of the Service upon giving prior notice to MICROAD.

Article 6. Appropriate Counting

MICROAD shall count the advertisements placed while these Terms of Service are complied with. For the sake of clarity, you agrees that MICROAD shall determine the propriety of such counting and understands in advance that you shall raise no objection thereto.

Article 7. Prohibitions

1. 1. You shall not post advertisements on the following Media.
   1. (1) Media that violate the law, court verdicts, resolutions or orders, or administrative measures
   2. (2) Media that may hinder public order or customs
   3. (3) Media that infringe intellectual property rights, such as copyrights, trademarks, and patent, fame, privacy, and other rights of MicroAd and/or a third party granted by the law or contract.
2. 2. You shall not place advertisements into any site other than the Media approved and designated by MICROAD.
3. 3. You shall neither alter any tags or SDK for advertisement delivery that is acquired through the Service, nor cause any third party to use, or loan or transfer, the same to any third party without permission.
4. 4. You shall not perform any act of unfairly maneuvering the User, prompting clicks or impressions, or otherwise using fraudulent means of unfairly reaping profits.
5. 5. You shall not attach five (5) or more tags of the Service per page of a posting site without the prior consent of MICROAD.
6. 6. If you breach this Article, MICROAD may immediately suspend any placement, and the obligation to pay the Ad Placement Fee charged in connection with the breach shall be extinguished. Further, even if MICROAD has already completed payment of the Ad Placement Fee to you, MICROAD may retroactively demand the refund thereof.

Article 8. Disclaimer

With respect to the use of the Service by you, MICROAD shall be exempted from responsibility for any damage caused:

1. (1) to you and any third party through the use of the Service other than the advertisements owned by MICROAD;
2. (2) by the malfunctions of the placement server or system due to force majeure including, without limitation, fire, power failure, and acts of God, unrestricted access from outside, or any other things beyond the reasonable control of MICROAD that is not preventable with the due care of a prudent manager; and
3. (3) by any failure including, without limitation, defects and errors in any system for the Service, which is removed within seventy-two (72) hours.

Article 9. Handling of Acquired Information

MICROAD may acquire and use information of User including, without limitation, Terminal Related Information Cookies, IP addresses (including location information) and of the User, and the history of visits to Media, and you gives consent to such matters. For the sake of clarity, MICROAD shall handle the same under the privacy policy established by MICROAD.

Article 10. Use of Trademarks

1. 1. Either party may hereby use the name, trademarks and other marks of the other party (hereinafter “Trademarks”) for explanation and introduction of each business and service
2. 2. Irrespective of the consent pursuant to Article 10.1, neither party may use Trademarks for its own business activities on or after the completion of the Service.

Article 11. Fee

MICROAD shall give notice of Ad Placement Fees by the method of appearing on any administration screen provided to you.

Article 12. Payment

1. 1. MICROAD shall calculate monthly Ad Placement Fees by closing accounts at the end of each month (hereinafter “Closing Day”), set the actual payment amount (hereinafter “Payment Amount”), and give payment advice to you by E-mail not later than the 10th business day of the following month. For the sake of clarity, any fraction less than a cent (¢1) of such Payment Amount shall be rounded down.
2. 2.Notwithstanding Article 12.1, if the cumulative Payment Amount is less than one hundred dollars (100 USD) (tax excluded), MICROAD may reschedule the payment thereof to the subsequent months.
3. 3. MICROAD shall pay any amount shown in the payment advice set forth in this Article, by means of wire transfer to the bank account designated by you, not later than the end of the month after the Closing Day, or the end of the month after the month when such cumulative amount reaches one hundred dollars (100 USD) (tax excluded) . For the sake of clarity, any transfer fee shall be borne by MICROAD.
4. 4. If the outstanding cumulative Payment Amount is less than one hundred dollars (100 USD) (tax excluded) upon cancellation or termination of this Agreement, the right of you to claim such Payment Amount shall be extinguished. Further, in the event of any additional Payment Amount after the extinguishment of such right to claim, the extinguished right to claim Payment Amount shall not be recovered.

Article 13. Duty to Give Notice

In the event of any of the following facts, you shall promptly notify MICROAD thereof, either by E-mail or in writing:

1. (1) Change of trade name;
2. (2) Relocation of the head office, principal office, or contact address;
3. (3) Change of the representative director; or
4. (4) Transfer of business, merger, or reorganization.

Article 14. Termination of Service

1. 1. You may terminate the Service by following the procedures established by MICROAD at least one (1) month prior to the date of termination.
2. 2. If there are any outstanding obligations upon termination of the Service, these Terms of Service shall apply until the completion of the performance of such obligations.

Article 15. Confidentiality

1. 1. Neither party may divulge to any third party any business or technical confidential information of the other party acquired from the performance of this Agreement, which falls under the following items (hereinafter “Confidential Information”), or use the same for any purpose other than these Terms of Service not only during the effective period of the use of the Service but also thereafter:
   1. (1) Information disclosed in a tangible form including, without limitation, documents, charts and drawings, and other relevant documents that are clearly marked confidential; or
   2. (2) Information announced to the effect of confidentiality and disclosed orally or otherwise in an intangible form, which is disclosed in writing expressly to the effect of confidentiality within fourteen (14) days after such disclosure.
2. 2. Notwithstanding the provisions of Article 15.1, Confidential Information shall not include any of the following information that:
   1. (1) is already publicly known at the time of the disclosure or becomes publicly known through no fault of the disclosed party on or after the disclosure;
   2. (2) is already possessed by the disclosed party at the time of the disclosure;
   3. (3) is duly acquired by the disclosed party from any third party on or after the disclosure without assuming any obligation of confidentiality;
   4. (4) is developed independently by the disclosed party, whether before or after the disclosure, without reference to any information provided by the disclosing party;
   5. (5) is obliged to be disclosed under laws and regulations or by order of the government or a court; or
   6. (6) is disclosed to any third party, which is approved in advance by both you and MICROD.
3. 3. Neither party may issue a press release as to, or release, the Service without the prior consent of both parties.
4. 4. You and MICROAD shall be obligated to ensure that their own employees comply with the provisions of this Article.

Article 16. Termination of Agreement

1. 1. You or MICROAD may immediately terminate this Agreement, in whole or in part, without any notice if the other party:
   1. (1) breaches any provision of these Terms of Service;
   2. (2) files, or there is filed against it, a petition for the commencement of bankruptcy, civil rehabilitation (minji saisei), corporate reorganization (kaisha kousei), special liquidation (tokubetsu seisan), special conciliation (tokutei choutei) proceedings, or preservative proceedings therefor;
   3. (3) is subjected to dishonor of a bill or a check drawn to self;
   4. (4) is subjected to disposition of assets for delinquent taxes and other public charges;
   5. (5) is found to have caused grave uncertainty over its credit standing including, without limitation, issuance of notice of voluntary liquidation; or
2. 2. If you or MICROAD terminates these Terms of Service, in whole or in part, pursuant to the provisions of Article 16.1, such party may not be precluded from claiming compensation from the other party for any damage suffered.

Article 17. Damages

The liability for damages assumed by MICROAD under this Agreement shall be limited to one (1) month’s fee incurred in the month preceding the month when such damage is caused. Further, MICROAD shall assume no responsibility for any damage caused as a result of advertisement delivery accompanying the provision of the Service including, without limitation, loss of profit and harmful rumors.

Article 18. Non-assignment of Rights or Obligations

Neither party may, without the prior written consent of the other party, assign to any third party, mortgage, or cause any third party to succeed to (except the event such party automatically succeeds thereto under the law) any right or obligation hereunder.

Article 19. Modification of Terms of Service

MICROAD may modify these Terms of Service, from time to time, without the consent of you, and the terms and conditions of application with you shall, each time, follow the latest Terms of Service. In the event of any modification of these Terms of Service, MICROAD shall notify you thereof in the prescribed manner of MICROAD at least two (2) weeks before the new Terms of Service come into effect. In the case that you uses the Service on or after notice of the details of modification or fails to follow the procedures for termination of application of the Service within the period of time determined by MICROAD, it is deemed to have consented to the modification of the terms and conditions of these Terms of Service.

Article 20. Matters for Consultation

Any doubt as to these Terms of Service and any matter not provided for herein shall be settled through mutual consultation between the parties.

Article 21. Jurisdiction

Tokyo District Court shall have competent and exclusive jurisdiction as the court of first instance over any lawsuit arising as to this Agreement between you and MICROAD.

Article 22. Governing Law

All the matters concerning these Terms of Service and use of the Service shall be governed by, and construed and interpreted under the laws of Japan.