Terms of Service for Posting Partner

Article 1 Definition
(1) "i-mobile Service" means the service rendered for the purpose of posting advertising materials provided by Advertising Members on the Media operated by the Partner Member and having Visitors to the Media browse and click the advertising materials and be forwarded to websites operated and maintained by Advertising Members.
(2) "i-mobile Network" means the media network operated by i-mobile Co., Ltd. (the "Company") that links the Media that is operated by the Partner Member on various devices and distributes advertisements thereon.
(3) "Media" means the media, such as websites, e-mail newsletters or applications, that is operated by the Partner Member.
(4) "Partner Member" means an individual, a corporate body or a group which operates the Media on which Advertising Members post advertising materials.
(5) "Advertising Member" means an individual, a corporate body or a group who provides advertising materials for posting on the Media.
(6) "Visitor" means a user who browses and clicks advertising materials provided by Advertising Members on the Media and moves from the Media to the website operated and maintained by the Advertising Member.
(7) "Success Fee" means the consideration to be paid by the Company to the Partner Member (the amount shall be tax-inclusive).

Article 2 Application of these Terms of Service
1 These Terms of Service shall apply to the member registration procedures for admission of applicants who desire to be registered as a Partner Member and any and all services after such member registration.
2 In case of any discrepancy between the member registration procedures for persons wishing to be approved for registration as a Partner Member or the other regulations that apply to the services rendered after member registration and these Terms of Service, the provisions of these Terms of Service shall prevail.

Article 3 Member Registration Procedures
1 Input of Information, etc.
A person who intends to become a Partner Member shall, having consented to all conditions of these Terms of Services, join the i-mobile Network and become the Partner Member, and shall have completed the application by filling out the required matters in the form of "Posting Partner New Registration" on the website and clicking "apply for registration."

2 Examination of Applicants
The Company has the discretion not to accept an application for admission in any of the following circumstances:
(1) there was any false entry, incorrect entry or erroneous omission with respect to the matters to be declared on the application form;
(2) the applicant has previously been forced to withdraw as a Partner Member of our Service in the past;
(3) the applicant does not satisfy the requirements set forth in Article 4 hereof;
(4) there is found to be a risk that it could significantly interfere with the operations or technology of the Company;
(5) the member registration procedures were conducted by proxy;
(6) there is a risk that it could fall under any of the prohibited matters set forth in Article 14 hereof; or
(7) the Company otherwise determines that it is inappropriate for member registration.

3 Qualification as Member
The Company shall accept applicants for admission based on the information filed by the applicant at the time of registration and the Partner Member applicant shall qualify as a Partner Member upon said acceptance. On and after acceptance by the Company, the Partner Member shall be liable for any and all damage caused by the Partner Member's actions such as false declaration or change of information etc.

Article 4 Qualification of Member
1 In order for a person who intends to become a Partner Member to obtain membership and for a person who is the Partner Member to maintain its membership, it must satisfy all of the following items:
(1) it does not operate any of the following websites: any website that violates laws, network that violate public order and morals, points-related website, website that is equivalent to a website which grants points to users, or website whose purpose is click solicitation;
(2) the operator of the website is eighteen years of age or older;
(3) no false information is provided at the time of application of the Partner Member;
(4) an applicant has read and consented to comply with these Terms of Service;
(5) no false data or information is provided to the i-mobile Network after the Partner Member registration;
(6) the applicant has not been forced to withdraw as a Partner Member of our Service in the past;
(7) the applicant is able to communicate with the Company and the Advertising Member with civility;
(8) an applicant has an account with a bank, credit union (shinkin bank), labor bank, credit federation of agricultural cooperatives, credit federation of fisheries cooperatives or an agricultural cooperative; and
(9) agrees to the privacy policy of the Company.

2 Notwithstanding the preceding paragraph 1, with respect to points-related websites, websites equivalent to the points-related websites or website determined to be point-related by the Company, the Company may set up a special membership for the Partner Member, and only persons who have registered on the Partner Member registration screen designated by the Company may operate such website. The operator of such website shall state that it operates the website in the section explaining the website on the interim registration screen which shall be subject to examination by the Company.

Article 5 Exclusion of Antisocial Forces, etc.
The person who intends to become a Partner Member represents that, as of the date of application to become a Partner Member, it, its agents and intermediaries, are not an organized crime group, a member of an organized crime group, a person who has ceased to be a member of an organized crime group within the past five years, a person equivalent to a member of an organized crime group, a company related to an organized crime group, a sokaiya (a professional troublemaker at stockholders’ meetings), a shakai undo to hyobo goro (a person who is likely to commit violent illegal activities etc. to obtain unfair profit by pretending or advocating social or political movement and thereby threatening safe civil life), a tokushu chino boryoku shudan, etc. (a group or person who plays a core role in structural unfairness by utilizing the force of an organized crime group backed by the relationship, or by having a financial connection with an organized crime group), etc. or otherwise equivalent thereto (collectively, the "Member of an Organized Crime Group, etc."), and the person represents and warrants that none of the following items apply, nor will apply in the future:
:
(1) it has a relationship with the Member of an Organized Crime Group, etc. who is considered to control management;
(2) it has a relationship with the Member of an Organized Crime Group, etc. who is considered to be actually involved in management;
(3) it has a relationship with the Member of an Organized Crime Group, etc. that is considered to use it wrongfully for the purpose of benefiting improperly itself or the third party or the purpose of causing damage on the third party;
(4) it has a relationship with the Member of an Organized Crime Group, etc. that is considered to provide funding, etc. or offer facility to or otherwise involved in it; or
(5) an officer or a person who is actually involved in management has a relationship with the Member of an Organized Crime Group, etc. in a socially reprehensible way.

Article 6 Issuance and Control of ID and Password
1 The Company shall grant login information to the Partner Member and set up a administration page for the exclusive use of the Partner Member after the completion of the member registration procedures.

2 The Partner Member shall, at its own responsibility, strictly control the login information granted by the Company. The Partner Member shall assume full responsibility in the event that the login information is used by another person or any damage is incurred because of its failure of control. The Partner Member shall, in the event that its login information is used by another person, in no way blame or seek to hold the Company liable for treating such other person as the Partner Member.

3 The Partner Member shall, if the login information becomes known to a third party or it is suspected that the login information is being used by a third party, immediately notify the Company thereof and follow the instruction of the Company, if any.

Article 7 Change of Registered Information
The Partner Member shall, if there is any change to the information registered as part of the member registration procedures, promptly register such change pursuant to the procedure separately prescribed by the Company. The Company shall not be liable for any damage incurred by the Partner Member due to failure to register the change.

Article 8 Resignation of Member
The Partner Member may resign from the i-mobile Service by giving notice to the Company by e-mail or in writing.

Article 9 Inspection Operations
1 The Company may from time to time conduct inspections at its discretion to determine whether the Partner Member is using the i-mobile Service in compliance with these Terms of Service or is engaging in any act that violates these Terms of Service or improper conduct, and the Partner Member shall cooperate therewith.

2 If, as a result of the inspection in the preceding paragraph, there is found any act that violates these Terms of Service or improper conduct, or other act deemed by the Company to be likely to give rise to an act that violates these Terms of Service or improper conduct, the Company may expel the Partner Member under Article 19, paragraph 2 hereof.

Article 10 Management of Transactions by the Partner Member
1 The Partner Member shall be obligated to access to the administration page provided by the Company and confirm the daily transactions and, in the event that it discovers an incorrect transaction, it shall immediately report to the Company.

2 The Company shall not be liable with respect to any troublecaused by failure of the Partner Member to report to the Company.

Article 11 Communication with Person in Charge
1 All communications between the Partner Member and the Company shall, in principle, be conducted by way of e-mail or the administration page for the Partner Member. The Partner Member shall not reject e-mails sent by the Company to the Partner Member.

2 All communications between the Partner Member and the Advertising Member shall, in principle, be conducted by way of e-mail or the administration page for the Partner Member. The Partner Member shall not reject e-mails sent by the Advertising Member to the Partner Member insofar as said e-mails are deemed necessary to operate the i-mobile Network.

3 The Company may issue administrative circulars or guidance etc. necessary for the operation of the service to the Partner Member via mail or other appropriate manner.

Article 12 Remuneration Payments
1 Payment Details
(1) The Company shall pay the Success Fee to the Partner Member. The Success Fee shall be the amount calculated by multiplying the remuneration amount paid to the Company by the Advertising Member who is posting advertisement on the Media of the relevant Partner Member by the specified rate.
(2) The Success Fee shall be paid monthly and the Company shall pay the Success Fee after deduction of a clerical fee (JPY 2,000) by way of funds transfer to the account of financial institution designated by the relevant Partner Member. If the amount of the Success Fee is less than JPY3000, its payment may be postponed and made with the payment for the following month. The amount of the Success Fee which will be displayed on the administration page for the Partner Member will be tax-included price. The Company will pay the Success Fee after withholding or deducting the applicable tax amount as required under the law.
(3) The payment period for the Success Fee shall close at the end of the month and it shall be paid on 15th day of the month subsequent to that which follows the payment period. If 15th day falls on a financial institution holiday, then the payment shall be made on the next business day. Provided, however, that the foregoing does not apply to paragraph 2 and 3 below in this Article.
(4) The account which the Partner Member may designate will be that of a bank, credit union (shinkin bank), labor bank, credit federation of agricultural cooperatives, credit federation of fisheries cooperatives or an agricultural cooperative, and the payment of the Success Fee by the Company to the relevant Partner Member shall be deemed to be completed upon transfer of the Success Fee by the Company to such designated account. In the event that the funds transfer for the Success Fee cannot be made due to deficiency in the account information provided by the Partner Member, the fee for cancelling and refund of the remittance prescribed by the financial institution and the fee for the re-transfer of funds shall be borne by the Partner Member.
(5) When the Company makes the payment to the account held by a bank located outside Japan, the amount of the Success Fee received by the Partner Member may differ with the amount which was displayed on the administration page due to the change in the conversion rate applicable to the remittance. In such case, the amount actually received by the Partner Member shall be deemed to be the amount to which the Partner Member is entitled to receive.
(6) The tax treatment the Success Fee under this Article shall be in compliance with tax law and other laws and regulations.

2 Delays in Payment from Advertising Members

If an Advertising Member falls overdue in its payment of remuneration to the Company, the Company may cease to make payment of the Success Fee to the Partner Member until the Advertising Member pays such remuneration in full with as a result of measures to ensure the payment of remuneration by the Advertising Member (including, without limitation, making claims against the Advertising Member for the payment of the remuneration). In the event that the Company ceases to make payment of the Success Fee to the Partner Member, the Company shall not be liable for any damage incurred by any Partner Member or third party.

3 Suspension of Payments Due to Investigation

In the event that the Partner Member may have violated these Terms of Service or engaged in improper conduct, and the Company considers it necessary to conduct an investigation concerning this matter, the Company may cease to make payment of the Success Fee to the Partner Member until completion of the necessary investigation. In the event the Company ceases to make payment of the Success Fee to the Partner Member, the Company shall not be liable for any damage incurred by any Partner Member or third party.

Article 13 Intellectual Property Rights
1 Advertising Material

All intellectual property rights pertaining to the contents, technologies and all images (including, without limitation, banners and trademarks, etc.) provided by the Company or any Advertising Members to the Partner Member shall vest in the Company or that Advertising Member, and the Partner Member shall be permitted use thereof only in the restricted range of the i-mobile Network. The Partner Member shall not make any amendment or change to those contents, technologies or images (including, without limitation, banners or trademarks, etc.).

2 Media
(1) All owners of the copyright in the contents of the Partner Member that is available through the i-mobile Network shall have provided their consent. If any issue arises between the Partner Member and a third party, the Company shall not assume any responsibility, and if the matter is not improved or resolved after a certain period of time has passed, the Company may withdraw the membership of the Partner Member pursuant to Article 19, paragraph 2 of these Terms of Service.
(2) If the Partner Member assigns the copyright in its contents to the third party, it shall have such third party to agree to the matters stipulated in this Article.

3 Dispute

In any dispute arising between the Partner Member and a third party pertaining to intellectual property rights, the Company shall not be liable for the disputse, and if the Company incurs any damage due to such dispute, the Company may claim compensation for damages from the Partner Member.

Article 14 Prohibited Matters
1 The Partner Member shall not engage in any of the prohibited acts set forth in the following:
(1) to amend i-mobile advertisement tags without prior notice to and permission of the Company in violation of the obligation to set up advertisement tags in its own media;
(2) alteration of advertising material, link code or other specified condition
to alter the advertising material, link (including advertising material and its link code) or other specified condition provided by the Advertising Member without permission of the Company;
(3) request or encourage action for the Success Fee
exclusively for obtaining remuneration, and without relation to introduction or advertisement of website of the Advertising Member, to: force, petition or request the Visitor to click, or to make an entry or post that is likely to mislead the Visitor, or to sell or distribute or release for free commercial materials or manuals, etc. which include contents that encourages the foregoing, or any of the prohibited actions set forth in this Article;
(4) grant of incentive
to grant incentive (including, without limitation, its own points or forced inducement, etc.) to the Visitor as the consideration for action such clicking on advertisements on, or subscribing to, the Media;
(5) on its own, or in conspiracy with a third party, to conduct fraud or wrongful act such as pretending that an action that is a condition for issuance of the Success Fee has occurred, or such other action that the Company considers is an improper seeking of the Success Fee, such any click, order or registration which is not consistent with the purpose of the advertisement or i-mobile Service occurs;
(6) direct transaction
without permission of the Company, to transact directly with an Advertising Member who has become known via the i-mobile Service; if the Partner Member transacts directly without permission of the Company, the transaction amount in the direct transaction shall be deemed to be damage incurred by the Company, and the Partner Member shall be obligated to compensate the Company for such damage;
(7) illegal action and encouragement thereof
to engage in any action in violation of any law or regulation, or to encourage such action, or to thereby cause nuisance to any other Partner Member, the Advertising Member or a third party (including the Company);
(8) spam
to spam by e-mail, advertise by posting on bulletin boards, etc. or advertise by way of any other method or means;
(9) infringement of copyright or intellectual property right
to infringe any patent right, utility model right, design right, trademark right, copyright, portrait right or other legal right;
(10) posting advertisement on other than the registered website or the applied for platform
to use and post advertisement by advertisement tag exclusive for various types of platform (mobile, personal computer, smartphone, smartphone application, or other platform) on a website or platform other than that applied for;
(11) to make multiple Partner Member registration by the same individual or corporate body (except in special cases approved by the Company); or
(12) In the case where the third party reporting takes place for the ad submission by software or clients or ad agencies.
(excluding the case where the Company specially have given submission)
(i) media with insufficient contents, such as the page that is a list of banners;
(ii) media which is offensive to public order and morals;
(iii) media which is for fraud or suspected fraud;
(iv) media which distributes or displays documents or images, etc. corresponding to child prostitution, child porn or child abuse;
(v) media which violates or is likely to violate relevant laws or regulations, or is linked with crime;
(vi) media which infringes other person’s copyright, property, privacy or trademark rights;
(vii) media which is not in compliance with the relevant laws and regulations such as the Pharmaceutical Affairs Act, the Act for Specified Commercial Transactions or the Act against Unjustifiable Premiums and Misleading Representations, etc.;
(viii) media which defames or is detrimental to any particular corporation, group or individual.
(13) any act that is detrimental to the Company or the Advertising Member.

2 The judgment as to whether there is or is not a prohibited act is made by the Company, and the Company shall not be required to explain the details or basis of its judgment to the Partner Member. The Company’s judgment as to whether there is or is not a prohibited act will be made on a commonsense basis, and the Partner Member may not express any objection to the judgment of the Company.

3 The Company shall have the right to require of the Partner Member that it submit the log file of the server, where the Partner Member to whom the Company considers that the Partner Member may be engaging in any prohibited activity. Also, for the purpose of protection of security of the system operating the i-mobile Service, the criteria for determining whether to exercise right shall not be disclosed to the Partner Member unless the circumstances are exceptional.

Article 15 Disclaimer
1 The Company makes no warranty regarding any contents, technology or images, etc. (including, without limitation, banners or trademark, etc.), including text, software, music, sound, photographs, graphics, video, page layout, design or other materials, as to the quality thereof, or whether the content is true or not, or its accuracy, newness, serviceability, credibility, legality or that it is not infringing the rights of a third party.

2 The Company shall not be liable for any damage caused by interruption, delay or suspension of the system, or loss of data or unauthorized access to the data, due to the problems with telecommunications networks or computer, etc., or other damage incurred by the Partner Member in relation to the i-mobile Service; provided, however, that if the damage is due to a cause attributable to the Company, the Company shall be liable for such damage limited to the amount of the specific transactions that the Partner Member has currently and actually started.

3 The Company does not warrant that the e-mail or contents sent by webpage, server or domain, etc. of the Company do not contain anything harmful, such as computer virus. The provisions of the preceding paragraph shall apply to the handling of any damage of the Partner Member that is attributable to the Company regarding the foregoing.

4 Though the Company may, from time to time, provide information or advice to the Partner Member, it shall not be liable for any damage thereby incurred by the Partner Member.

5 The Company shall not be liable for any damage caused by violation of these Terms of Service by the Partner Member.

6 The Company does not warrant any of the following matters to any person:
(1) that the i-mobile Service will not be suspended and it will be operated without any problem;
(2) that any defect with the i-mobile Service will be always repaired;
(3) that the Company will not have destructive components, such as computer viruses, existing in the i-mobile Service; or
(4) that security measures for the preceding sentence (3) are adequately provided.

Article 16 Maintenance of Service
The Company shall from time to time implement maintenance of the network. The Partner Member may neither express an objection to the suspension of the service during the maintenance, nor claim compensation from the Company or any other third party for any damage caused by the maintenance.

Article 17 Suspension, Change, Amendment, Addition or Removal of the Service
The Company may at anytime temporarily suspend, change, amend, add or remove the service content without prior notice if any of the following events apply. In such event, the Company shall have no liability for any damage to the Partner Member:
(i) extraordinary natural phenomenon, fire, flood, epidemic, war, riot, labor dispute or equivalent circumstances;
(ii) system trouble, etc.
(iii) interruption to the provision of electric power used by the Company or the related organization which constitutes the i-mobile Service;
(iv) problems with the internet connection such as rooting trouble, etc. of the upper network to which the internet server constituting the i-mobile Service connects; or
(v) other operational or technical cause equivalent to the foregoing.

Article 18 Confidentiality and Handling of Personal Information
1 The Partner Member shall agree to the Company releasing the registered information of the Partner Member which becomes known through these Terms of Service or the transaction data which is available through the program, in any of the following cases:
(1) if it is publicly known;
(2) if ordered or investigated by a court, police or other administrative organization or the Company otherwise considers that it should be submitted to a court, police or other administrative organization pursuant to a lawsuit or other procedure;
(3) if there is a possibility that the Partner Member engaged in an action violating these Terms of Service or improper conduct and the Company considers it necessary to conduct investigation thereof; or
(4) the Company otherwise announces the registered information of the Partner Member to an Advertising Member as necessary for operation of the i-mobile Network.

2 The Company may use or release statistical information regarding the Partner Member to the extent that it is impossible to identify the Partner Member.

Article 19 Extinguish of Registration or Withdrawal of the Partner Member by the Company
1 The Company may extinguish the registration of and withdraw the Partner Member without any notice or consent in any of the following cases. Even if any damage is incurred by the Member due to the foregoing, the Company shall not be liable therefor.
(1) if the Company considers it impossible to contact the Partner Member since, e.g., e-mails to the Partner Member could not be delivered three or more times or it is impossible to contact the Partner Member by phone or e-mail; or
(2) if the Partner Member has made no advertising exposure for a certain period of time; or
(3) in any of the cases set forth in paragraph 2 in this Article.

2 The Company may withdraw the Partner Member without any demand if it considers that any of the following cases applies:
(1) if the Partner Member is not compliance with the provisions of these Terms of Service;
(2) if the Partner Member conducted illegal action;
(3) if the Partner Member engaged into any of the prohibited activities set forth in Article 14;
(4) if it has become clear that the Partner Member has obtained multiple Partner Member IDs, though it has already registered the same name of media site, URL, e-mail address, account to make transfer, name or trade name (except in special cases approved by the Company);
(5) if the Partner Member is found not to satisfy the requirements of Article 4 hereof;
(6) the Company otherwise considers it inappropriate as a Partner Member; or
(7) if the Partner Member has not obtained the Success Fee for two years or the Company considers that the Partner Member has substantially ceased activity as a Partner Member for two continuous years.

3 If any event set forth in the foregoing occurs, the Company may refuse to pay any and all Success Fee whatsoever to the relevant Partner Member. In such case, the Company may at anytime claim the following money from the Partner Member:
(1) All Success Fees which have been already paid (including the Success Fee that was paid prior to the occurrence of the facts applicable to any event set forth in the preceding paragraphs);
(2) expenses for transportation or personnel, etc. incurred for the investigation into the existence etc. of facts applicable to events set forth in the preceding paragraphs; and
(3) any and all expenses concerning lawsuit or other judicial proceedings (including, without limitation, attorney’s fee.)

Article 20 Obligation of Adjustment
1 If the Partner Member resigns pursuant to Article 8 hereof, the Company shall pay to the Partner Member the amount of unpaid Success Fees after deduction of a three thousand yen (JPY3000) clerical fee of the Company.

2 The payment of preceding paragraph shall be made on 15th day of the month subsequent to that which follows the month in which the resignation falls. If 15th day falls on a financial institution holiday, then the payment shall be made on the next business day.

3 If, in the payment of the preceding paragraph, despite the Company conducting the procedure for funds transfer to the account designated by the Partner Member in Article 12, paragraph 1 item (4) hereof, it is unable to make the transfer due to the reason of defect of account information, address unknown, or e-mail by the Company is unable to be sent, or the Company is totally unable to contact the Partner Member by phone or e-mail, etc., the Company shall be exempted from the obligation to pay such outstanding amount of the Success Fee.

4 The payment by the Company to the Partner Member shall be completed when the Company made the settlement payment in accordance with the preceding three paragraphs.

Article 21 Term
1 The term of qualification as a Partner Member shall be one year from the date of approval by the Company of the member registration.

2 Unless the intention to terminate is expressed by either of the Company or the Partner Member no later than thirty days prior to the expiration of the term, the Membership shall be renewed for the next one year, and the same shall apply thereafter.

Article 22 Amendment of the Terms of Service
1 These Terms of Service may be amended by decision of the Company from time to time without approval of the Partner Member.

2 These Terms of Service after amendment under the preceding paragraph shall apply to all relationships between the Company and the Partner Member with effect from the time that it is posted on the website specified by the Company.

Article 23 Assignment and Loan etc. of Status/Name
The Partner Member may not assign or lend to, or create security interest for, a third party, or otherwise dispose of, its position under this Terms of Service, its name, or all or part of receivables or liabilities under these Terms of Service; except in special cases approved by the Company.

Article 24 Governing Law
These Terms of Service shall be governed by and construed under the laws of Japan.

Article 25 Agreed Jurisdiction
The Tokyo District Court or Tokyo Summary Court shall have the exclusive agreed jurisdiction as the court of first instance over any and all disputes arising out of or in connection with these Terms of Service.