Master Terms and Conditions

View the Terms before the revision on October 1, 2024. Previous Terms apply to Search Ads (Shopping).

We provide this translation for your convenience. The Japanese version is the official language we use to enforce these Master Terms and Conditions.

These Master Terms and Conditions ("Terms") set forth the usage conditions for the specified services ("Service") of the ad delivery service provided by LY Corporation ("Company, we, our, us") under the name of "Yahoo! JAPAN Ads" between the Company and the advertiser ("Customer"). If a third party ("Advertising Agency") who agrees to these Terms on behalf of the Customer has been appointed by the Customer, the Terms set forth the usage conditions between the Customer and such Advertising Agency as an agent.

Article 1 Establishment of a Contract with a Customer

1.

Customers who wish to use the Service shall submit a request to the Company in the manner prescribed by us after agreeing to the Terms. When the Company manifests its intention to accept such a request in a manner prescribed by us after undergoing a screening process prescribed by us, an agreement on these Terms ("Usage Agreement") shall be established between the Company and the Customer.

2.

If the Company determines, as a result of the screening set forth in the preceding paragraph, that the Customer's use of the Service is inappropriate, the Company may reject the request set forth in the preceding paragraph and shall not be liable in any way for such rejection.

Article 2 Establishment of a Contract with an Advertising Agency

1.

If an Advertising Agency makes a request under Paragraph 1 of the preceding article on Customer's behalf, the Advertising Agency shall make a request to the Company in the manner prescribed by us based on such authority after agreeing to the Terms and having been given the necessary authority by the Customer to use the Service, including the request at the time of such request. When the Company expresses its intention to approve the request in a manner prescribed by us, after having passed a screening process prescribed by us, a service agreement shall be established between the Customer and the Company, and an agreement defining the Terms of the Advertising Agency that includes these provisions (“Agency Usage Agreement”) shall also be established between the Company and the Advertising Agency, under which the Advertising Agency may use the Service on behalf of the Customer.

2.

If the Company determines, as a result of the screening provided for in the preceding paragraph, that the use of the Service on behalf of the Customer by an Advertising Agency is inappropriate, the Company may reject the request provided for in the preceding paragraph and shall not be held liable for this.

3.

A Customer is responsible for any actions taken by Advertising Agencies on Customer's behalf (including factual actions such as using the Services on Customer's behalf).

4.

A Customer and the Advertising Agency shall follow the procedures set forth in Attachment 1 when the Customer changes the Advertising Agency for an Advertising Account.

5.

Upon termination of the Usage Agreement, the Agency Usage Agreement shall also terminate.

Article 3 Identity Verification

The Company retains the authority to authenticate the identity of both the Customer and the Advertising Agency, ensuring the accuracy of their declared information. The Customer and the Advertising Agency must provide the Company with the required information in written form upon the Company's request.

Article 4 Advertising Account

1.

When the Company receives a request from the Customer as set forth in Article 1, Paragraph 1, the Company will open the Customer's Advertising Account (an account for managing ad delivery such as advertisement management and budget management, the "Advertising Account"). The Customer may use such Advertising Account after the establishment of the Usage Agreement.

2.

The Customer is responsible for managing the Advertising Account provided by the Company.

Article 5 Tools

1.

The Company grants Customer the right to access or use the Company’s prescribed interfaces, programs (including, but not limited to, effectiveness measurement tags, web beacons, etc.), tools, systems, websites, etc. (collectively, “Tools”) that manage advertising delivered from Customer's Advertising Account only during the Usage Agreement.

2.

In accessing or using the Tools, the Customer shall comply with the following items:

(1) It is the Customer's responsibility to properly use and manage Tools and any ID, password, or other information relating to the Customer's use of Tools.
(2) Do not use Tools for any purpose other than those specified by the Company.
(3) Do not interfere or attempt to interfere with the normal operation of Tools (this includes, but is not limited to, inputting false information or overloading the system with a large number of submissions in a manner that is deemed inappropriate by the Company.).
(4) Do not reverse engineer, alter, or modify Tools, or infringe on any intellectual property rights or any other rights contained in Tools.
(5) Do not use Tools using automated software or other means (except tools provided by the Company).

3.

The Company shall be deemed to have been executed by the Customer with respect to the setting of ad delivery executed by using the Tools, and the Company shall not be liable for any damage incurred by the Customer as a result thereof, unless the Company is found to have been willful or grossly negligent.

4.

The Customer shall immediately report in writing to the Company any leakage of the ID, password, etc., of the Tools or any unauthorized use of the Tools and shall comply with any instructions given by the Company.

Article 6 MCC Account

1.

If the Customer or an Advertising Agency goes through the prescribed registration process based on our instructions, we grant the Customer or the Advertising Agency the right to use the functionality to manage multiple Advertising Accounts (“MCC Accounts”) as part of the Tools. However, an MCC Account may only manage multiple Advertising Accounts with the same Advertising Agency, unless otherwise approved by the Company.

2.

A Customer and the Advertising Agency acknowledge that the terms and conditions set forth in Attachment 2 shall apply when using the MCC Account.

Article 7 Ad Delivery

1.

When a Customer intends to distribute advertisements using the Service, the Customer shall set the delivery setting by the method prescribed by the Company. The Company shall conduct the screening, etc. prescribed by the Company for the advertisement for which the relevant distribution setting has been made (the "Subject Ads") and shall distribute the Subject Ads if the screening, etc. passes.

2.

If the Company determines, as a result of the screening, etc. specified in the preceding paragraph, that the delivery of the Subject Ads is inappropriate, the Company may reject the delivery of the Subject Ads and shall not be liable for any such rejection.

Article 8 Compliance Matters in Ad Delivery, etc.

1.

The Customer shall bear all responsibility to the Company with respect to the Subject Ads, the content of the Subject Ads (including title, description, design, keywords, format and images, etc., hereafter), and any links from the Subject Ads (including domain names, URLs, websites in the same domain, redirections, etc., hereafter), and any keywords tendered by the Customer in connection with the Subject Ads (the "Keywords"), and shall guarantee that:

(1) Subject Ads and links from Subject Ads are properly managed by Customer (including, but not limited to, ensuring that they are not dead links) and will not interfere with our performance of the Usage Agreement.
(2)The content of the Subject Ads and the link destination from the Subject Ads must be as follows:

①It does not infringe on any third party's copyrights, industrial property rights, publicity rights, privacy rights, or any other rights, and that all rights processing for any third party's rights has been completed.
②It does not violate the "Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices," the "Act against Unjustifiable Premiums and Misleading Representations," or any other relevant laws and guidelines.
③It is accurate and up-to-date and does not cause confusion for users (meaning those who use websites or applications through the internet or other communication means, regardless of the device used, hereafter the same), contain computer viruses or false information, or consist of mutually unrelated content.
④It does not contain content that is contrary to public order and morals, defames or slanders third parties, or damages their reputation.
⑤In addition to the above, it does not violate the Advertisement Editorial Guidelines and other guidelines set by the Company.

(3) Keywords are clearly and directly related to the content, purpose, or theme of such Subject Ads or linked sites (unless otherwise expressly required by the Company) and do not conflict with the guidelines and operational policies for such keywords set forth by us.
(4) The data that the Customer acquires on their own based on the Usage Agreement, the data exchanged between the Customer and the Company, and the data that the Customer owns or manages and uses in connection with the delivery of the Subject Ads must not violate the Advertising Data Usage Standards and other guidelines established by the Company (collectively, "Data Usage Guidelines, etc.").

2.

In addition to the provisions of the preceding paragraph, the Customer shall comply with the guidelines and other various conditions prescribed by the Company in connection with the delivery of the Subject Ads, and shall not engage in any actions to evade the Company's prescribed reviews, etc.

3.

If a third party makes a claim, etc., to the Company that the third party has suffered damage as a result of the Customer's violation of the provisions of the preceding two paragraphs, the Customer shall settle the matter at their own risk and expense. However, this shall not apply if such damage is caused by reasons attributable to the Company.

Article 9 Suspension of Service

1.

The Company may immediately suspend, suspend, or terminate the provision of the Service without any legal liability to the Customer in the event of any of the following, even after the conclusion of the Usage Agreement or the commencement of delivery of the Subject Ads: In this case, the Customer will not be exempted from paying the advertising fees already incurred under the relevant Usage Agreement.

(1)In the event that the Company determines that the preceding Article or the User Agreement has been violated or is likely to be violated
(2)If the Company determines that there is or is likely to be fraud in the operation of the Advertising Account by the Customer (the term "fraud" here means a violation of laws, regulations, etc. or the provisions hereof, or conduct that is likely to cause damage to the Company or a third party).
(3)Partners that provide us with a place to serve ads ("Partners") determine that the content of the Subject Ads or the link from the Subject Ads are inappropriate (including, without limitation, in violation of the Partner's listing standards).
(4)In addition to the preceding items, similar reasons are recognized in the preceding items, and the Company determines that it is inappropriate to continue distributing the Subject Ads.

2.

In the event that the Company suspends or cancels the performance of all or part of the Agency Usage Agreement, the Company may terminate the Advertising Account of the Customer represented by such Advertising Agency.

Article 10 Advertising Fee

1.

Advertising fees shall be incurred by satisfying the conditions separately set by the Company ("Clicks, etc."), such as the delivered Subject Ads being clicked, distributed, or viewed, depending on the type and purpose of the advertisement.

2.

Regarding reservation ads, even if the delivery results of the reservation ads do not meet the number of views, etc. (meaning ad displays or impressions) presented in the prior simulation on the Advertising Account, no reduction or exemption of the advertising fees stipulated in the preceding paragraph will be granted. However, there may be cases where compensation is provided in accordance with the provisions of Article 11, Paragraph 4.

3.

The upper limit of the unit price of the advertising fee set forth in Paragraph 1 (the unit price of click, the unit price of ad viewing, and other unit prices separately determined by the Company, the "Advertising Unit Price") shall be determined by the Customer using the bidding method separately determined by us. Additionally, the minimum bid amount for the Advertising Unit Price can be set and changed from time to time by the Company. This paragraph does not apply to reservation ads or "Yahoo! JAPAN Ads Search Ads Branding Search Ads" ("Branding Search Ads").

4.

The Customer shall pay the advertising fees using one of the methods listed in the following items. The specific payment method for each Advertising Account shall be separately designated by the Company, and any fees associated with each payment method (including but not limited to bank transfer fees) shall be borne by the Customer.

(1)Prepaid Method: The total amount of the advertising fees incurred on the day and the amount obtained by applying the consumption tax and local consumption tax rates to those advertising fees will be deducted by the Company from the prepaid funds that the Customer has deposited in advance into their advertising account (hereinafter referred to as the "Prepaid Funds"), and this will be considered as payment from the Customer to the Company. In the event that advertising fees, etc. exceed the remaining balance of the Prepaid Funds, the Company may deduct the shortfall from the next deposit of Prepaid Funds when it is made.

(2)Postpaid Method: The Company will close the billing cycle at the end of each month, calculate the advertising fees for that month along with the amount obtained by applying the consumption tax and local consumption tax rates to those fees, and issue an invoice. The Customer shall pay the amount specified in the invoice by transferring the funds to a bank account separately designated by the Company by the end of the following month.

5.

Notwithstanding the provisions of the preceding paragraph, the procedures specified in (a) to (c) below shall apply to the Advertising Accounts separately designated by the Company.

(a)The Company will close the billing cycle at the end of each month and sell to the Advertising Agency the receivables ("Assigned Receivables") that arise from the Company to the Customer in relation to the advertising fees for that month and the amount obtained by applying the consumption tax and local consumption tax rates to those fees ("Total Amount") for the same amount as the Total Amount, and the Customer hereby agrees to this arrangement.

(b)The Company will calculate the amount of the Assigned Receivables sold to the Advertising Agency and issue an invoice, and the Advertising Agency shall pay the amount specified in the invoice by transferring the funds to a bank account separately designated by the Company by the end of the month following the month in which the Assigned Receivables arose. The fees (including but not limited to bank transfer fees) shall be borne by the Advertising Agency.

(c)Notwithstanding the provisions of (a), if the Advertising Agency has any objections to the purchase of the Assigned Receivables from the Company, the Company, the Customer, and the Advertising Agency shall separately discuss and determine the payment method for the Total Amount.

6.

To change the payment terms stipulated in Paragraph 4, the preceding paragraph, and Article 12, the Company must separately review and approve the change, and the prescribed documents must be exchanged between the Company and the Customer or between the Company and the Advertising Agency.

Article 11 Non-Billable and Refunds, etc.

1.

The Company will not charge the Customer for advertising fees related to clicks, etc. that the Company determines should not be billed to the Customer ("Non-Billable Clicks"). The Customer agrees in advance that no details of the terms and conditions set by us as non-billable clicks will be disclosed to the Customer as they fall under our trade secret.

2.

Notwithstanding the provisions of the preceding paragraph, the Company may, at its own discretion or based on a report from the Customer, independently investigate specific clicks, etc. (The Customer's report must be made within 60 days from the date the relevant clicks, etc. occurred.). If, as a result of such investigation, the Company determines that a click, etc., on a Subject Ad is a non-paid click and the Company has received from the Customer or an Advertising Agency the amount of the advertising fee based on the non-paid click or the sale of the transfer claim relating to the advertising fee, the Company may refund the Customer up to such amount at our sole discretion.

3.

The Customer acknowledges that it is impossible to determine the appropriateness of all clicks, etc., agrees not to object to the Company's decisions regarding Non-Billable Clicks and refund amounts, and further agrees that such reporting is limited to the scope independently determined by the Company.

4.

In the event that an event specified in each of the following items has occurred due to reasons attributable to the Company, the Company may, at the Company's discretion, deliver reservation ads free of charge that are equivalent to the conditions fixed in the Usage Agreement pertaining to the Subject Ads for which the event occurred (provided, however, that the delivery period is the same only for the number of days and the delivery period is a period specified at the Company's discretion).

(1)Defects in the Display of Subject Ads

(2)Defects in the Settings Related to the Targeting of Ads

(3)Defects in the setting of the delivery period determined by the Customer in accordance with Article 7, Paragraph 1.

5.

If any of the events specified in item 1 occur due to reasons attributable to the Company in relation to Branding Search Ads, and the Customer submits a request through a method separately specified by the Company, the Company may, at its discretion, take one of the actions specified in item 2.

(1)Event

①Defects in the Display of Subject Ads
②Defects in the Settings Related to the Targeting of Ads
③Defects in the setting of the delivery period determined by the Customer in accordance with Article 7, Paragraph 1.

(2)Actions

①Deduction of the value equivalent to the delivery of the Subject Ads for which the event occurred from the advertising fees billed by the Company to the Customer
②Refund of the amount equivalent to the advertising fees paid by the Customer to the Company for the delivery of the Subject Ads for which the event occurred
③Free distribution of Branding Search Ads that are equivalent to the conditions established in the Usage Agreement pertaining to the Subject Ads in which such event occurred (provided, however, that the delivery period shall be the same only for the number of days and the delivery period shall be the period specified by the Company at its discretion)

6.

The provisions of this article shall not be interpreted to exempt any Clicks, etc. (including Non-Billable Clicks that the Company has deemed refundable under the provisions of Paragraph 2) and reservation ads from the application of the provisions of Article 16, Paragraph 1.

Article 12 Other than Advertising Fees

In addition to the advertising fees stipulated in Article 10, Paragraph 1, the Customer shall pay the total amount of the consideration for the Company's services provided under these provisions, as chosen by the Customer, along with the amount obtained by applying the consumption tax and local consumption tax rates to that consideration, based on the Company's invoice. The payment method for such consideration, etc. shall be in accordance with the payment methods determined in Article 10, Paragraph 4 or Paragraph 5. In the case of the payment method specified in Article 10, Paragraph 4, Item 1, the Company shall not be obligated to provide the relevant services until it receives the payment for such consideration, etc., and if the Prepaid Funds are insufficient to cover the amount of such consideration, etc., the advertising fees, etc. specified in the same item shall be deducted on a priority basis.

Article 13 Handling of Overpayments and Underpayments

The Customer acknowledges that the Company may, on a date separately specified by the Company, review the advertising fees and other consideration for the current month, and if any overpayments or underpayments are identified as a result of this review, the Company may adjust by either refunding the overpaid amount to the Customer's Advertising Account or by another method separately specified by the Company, or by billing the Customer or the Advertising Agency for the underpaid amount, as applicable. In this case, the provisions of Article 19, Paragraph 1, Item 3, and the various paragraphs of Article 20 shall still apply.

Article 14 Compliance Matters in Payments

1.

If the Customer pays advertising fees or any other consideration using the payment method specified in Article 10, Paragraph 4, Item 1, the following items shall apply:

(1)The methods for the Customer to deposit Prepaid Funds into the Customer's Advertising Account are limited to payment by credit card approved in advance by the Company, bank transfer, or other methods separately designated by the Company. In the event that the Customer uses a third-party payment service, etc. to which the Company has entrusted the payment of advertising fees or other consideration for the payment of advance payments, the Customer shall agree to the prescribed terms of use, guidelines, etc. prescribed by the third party.

(2)At the time the Customer's Advertising Account is initially established, the Customer shall deposit Prepaid Funds into the Customer's Advertising Account in an amount that meets or exceeds the amount separately specified by the Company.

(3)If the Customer has chosen to pay by automatic credit card withdrawal and the balance of the Prepaid Funds in the Customer's Advertising Account falls below the amount that the Company determines, based on past performance and other factors, to be sufficient to continue the delivery of the Subject Ads for a reasonable period in the Customer's Advertising Account, the amount per withdrawal set by the Customer in the Tools will be automatically withdrawn as Prepaid Funds, unless the Customer chooses to stop the withdrawals through a procedure separately specified by the Company. In the event of a withdrawal, the Customer acknowledges in advance that the withdrawal may occur several times at a time, depending on the amount of each withdrawal set by the Customer, since the withdrawal will be repeated until the amount exceeds the amount determined by the Company to be able to continue delivery of the Subject Ads on the Customer's Advertising Account for a considerable period of time based on past performance, etc.

(4)The Customer acknowledges in advance that all ad delivery associated with the Customer's Advertising Account, including the Subject Ads, will be suspended once the balance of the Prepaid Funds in the Customer's Advertising Account is depleted, and the Company shall not bear any responsibility in this regard.

(5)Regarding the payment of fees specified in Article 10, Paragraph 4, Item 1, Article 12, and the preceding article, the Company shall not issue a receipt but shall issue a receipt by recording a request for transfer to a designated account issued by a financial institution or a statement of use issued by a credit card company.

2.

The following items shall apply when the Customer pays advertising fees or other consideration using the payment methods specified in Article 10, Paragraph 4, Item 2 and Article 10, Paragraph 5:

(1)The Company shall set a credit limit for the Customer at its discretion. When the Company conducts the necessary investigation to set the credit limit for the Customer, the Customer and the Advertising Agency shall promptly provide the materials or information requested by the Company and cooperate with the Company's investigation.

(2)The Customer acknowledges in advance that if the advertising fees and the consideration specified in Article 12 exceed the credit limit, all ad delivery associated with the Customer's Advertising Account, including the Subject Ads, may be suspended.

(3)If the Company suspends all ad delivery associated with the Customer's Advertising Account, including the Subject Ads, based on the preceding item, the Company shall not be liable for any damages, losses, or expenses incurred by the Customer due to such suspension, and the Customer shall be solely responsible for handling any claims or complaints from third parties arising from such suspension, ensuring that the Company does not incur any damages, losses, or expenses.

Article 15 Deletion of Advertising Account

1.

In the event that Subject Ads is not served continuously on Customer's Advertising Account for 12 months and no request is made for reservation ads, we reserve the right to terminate the Usage Agreement established between Customer and us and delete such Advertising Account.

2.

If the Usage Agreement is terminated and the Customer's Advertising Account is deleted, and there is a remaining balance of Prepaid Funds in the Advertising Account, the Company will deduct all debts owed by the Customer to the Company (including but not limited to advertising fee debts, penalty debts, and damage compensation debts under the Usage Agreement) from the remaining balance and refund the remaining amount to the Customer. The refund will be made by a method chosen at the Company's discretion, and the Company will bear the transfer fees required for the refund, except in cases of contract termination based on Article 19.

3.

Notwithstanding the provisions of the preceding paragraph, if the refund cannot be made due to reasons not attributable to the Company (including, but not limited to, if the Customer does not specify an account to which the refund will be made), the Company shall be entitled to collect the amount of money for such refund.

Article 16 Limitation of Company's Liability

1.

The Company does not guarantee any of the matters listed in the following items and shall not be held liable for any of them, except as explicitly specified separately by the Company.

(1)The content of the Subject Ads or the landing pages linked from the Subject Ads (including cases where they have been altered, modified, or adjusted by the implementation of various programs or the application of tracking tags, regardless of whether such actions were directed by the Company).
【Specific Examples】

・The Company does not guarantee and shall not be liable for the content of the Subject Ads or the landing pages linked from the Subject Ads.
・The Company does not guarantee and shall not be liable for the display of the Subject Ads or the landing pages linked from the Subject Ads, including technical aspects related to compatibility with devices and browsers.

(2)All actions, etc., taken by third parties in relation to the Subject Ads or the landing pages linked from the Subject Ads
【Specific Examples】

・The Company does not guarantee and shall not be liable for how third parties access the Subject Ads or the landing pages linked from the Subject Ads, including cases of fraudulent clicks, etc., regardless of the methods or intentions involved.

(3)The delivery of the Subject Ads and the conditions of the delivery destinations, etc.
【Specific Examples】

・The Company does not guarantee and shall not be liable for the delivery of the Subject Ads on the Company's or partner's websites or applications, the delivery on specific websites or applications, specific delivery locations, specific rankings, or the display of the ads as submitted by the Customer (including that live tests of ad delivery conducted by the Company or its partners do not affect the delivery of the Subject Ads).
・The Company does not guarantee and shall not be liable for any matters related to the websites or applications where the Subject Ads are delivered, including their content (such as accuracy, legality, and relevance to the Subject Ads), delivery locations, quality, or any other aspects (in some cases, parts of the content of the Subject Ads submitted by the Customer may not be displayed on certain websites or applications).
・We cannot guarantee, and are not responsible for, that the ad delivery period Customer set up on Customer's Ad Account (the "Designated Delivery Period") will not include days when the Subject Ads will not be served and that the Subject Ads will be served in equal volumes on each day during the Designated Delivery Period.

(4)Effectiveness of the Subject Ads, etc.
【Specific Examples】

The Company does not guarantee and is not responsible for the effectiveness of Subject Ads, the accuracy of ad matching functions (including behavioral and geo-targeting), or the accuracy of budget management functions.

(5) In addition to the preceding items, all deliverables and loans from the Company to the Customer based on the Usage Agreement or incidental to the delivery of the Subject Ads, including but not limited to the Company's tools, ad delivery systems, proposals, websites, related materials, and any instructions, advice, suggestions, forecasts, simulation results provided through the Company's tools, and any other information provided by the Company to the Customer, and the results of using these

2.

If the Company is unable to perform its obligations under the Usage Agreement in whole or in part due to reasons other than those attributable to the Company, such as force majeure, war, civil war, riots, terrorism, infectious diseases, power outages, failure of telecommunications carriers, malfunctions in the Internet infrastructure and other systems such as servers, occurrence of emergency maintenance, enactment, revision, or repeal of domestic and international laws and regulations, or orders, dispositions, guidance, or requests by public authorities, the Company shall not be held responsible, and such obligations shall be forgiven to the extent deemed to be affected by such causes. However, this shall not apply in cases of willful misconduct or gross negligence by the Company.

3.

Notwithstanding anything in the Terms, in the event that the Company is liable to the Customer or an Advertising Agency for damages for any reason in connection with the Usage Agreement or Agency Usage Agreement, the scope of such damages shall be limited to direct and normal damages, and the Company shall not be liable for damages due to special circumstances, including lost profits or lost business opportunities. In addition, the total amount of compensation by the Company shall be limited to the amount of advertising fees actually paid by the Customer or the Advertising Agency to the Company and the sale of the transfer receivables during the past six months from the time of the claim for damages by the Customer and the Advertising Agency under the Usage Agreement or Agency Usage Agreement.

4.

With respect to the budget control function in the Tools that sets the maximum amount of advertising fees for Subject Ads, the Customer acknowledges in advance that the actual advertising fees incurred may exceed such a maximum amount, and the Customer is also liable for and in no way responsible for such an excess amount. The Customer also acknowledges in advance that since searches and views by users are subject to seasonal and media information, etc., and that the frequency of serving Subject Ads may not always be constant, the actual advertising fees may always differ from the estimated value, and that if the budget is low and the Advertising Unit Price is high, a temporary increase in serving Subject Ads may increase the likelihood of exceeding the set upper limit. However, for reservation ads and Branding Search Ads, the Customer's payment amount shall be the amount determined in the Usage Agreement related to those ads, and even if the actual number of ad views, etc., exceeds the forecasted values presented by the Company, the Company will not charge the Customer for the excess number of ad views, etc.

5.

The Customer acknowledges in advance that for ad products where the Company determines the delivery ranking of the Subject Ads using its own algorithm based on the quality of the Subject Ads, click-through rates, and other relevance factors, as well as the maximum bid amount for the Advertising Unit Price, the delivery ranking may not be determined solely by the maximum bid amount. The Customer agrees not to hold the Company liable for the delivery ranking or the method of determination. Additionally, unless permitted by law, the Company shall not disclose the details of the distribution ranking determination method and shall not be obligated to respond to inquiries from Customers regarding this matter.

6.

The Customer acknowledges in advance that the settings for the distribution conditions of the Subject Ads using the Tools (including the settings for starting and stopping the distribution), changes, and additions will not be immediately reflected in the Company's ad distribution system, and that the previous distribution conditions will remain valid until such changes are reflected.

7.

If we open or renew Customer's ad account due to Customer's request not to use the ad serving and management interface and the Subject Ads for that ad account are served, the use agreement for the Subject Ads for that ad account is deemed to have been executed. The Customer may not claim invalidity, cancellation, and cancellation of the relevant Usage Agreement, compensation for damages, or any other claim for any reason whatsoever, such as the difference between the Customer's request and the Subject Ads actually delivered. The Customer is obligated to verify through the Tools whether the Subject Ads of their advertising account are being distributed according to their request, and shall be responsible for paying the advertising fees incurred from clicks, etc. on the Subject Ads of their advertising account to the Company.

Article 17 Collection of Data, etc. by the Company

1.

With respect to the Customer's owned data provided to the Company in connection with the distribution of Subject Ads (regardless of the nature of such data, including distribution information, log information, cookie information, etc., "Customer-provided Data"), unless otherwise agreed separately between the Company and the Customer, it will be used to the extent necessary for the following purposes. Additionally, the Company may provide Customer-provided Data to third parties to the extent necessary for the purposes listed in the following items.

(1)For the purpose of operating the Company's marketing services (including, but not limited to, Yahoo! JAPAN Ads, Yahoo! JAPAN Sales Promotion, Yahoo! JAPAN Direct Offer, LINE Ads, and LINE Official Accounts provided by us) (including, but not limited to, the Company's performance of Usage Agreements with customers and the provision of various functions of the Company's marketing services to customers and other third parties)
(2)For the purpose of improving the Company's marketing services

2.

In utilizing Customer-provided Data based on the preceding paragraph, the Company may, by itself or in combination with Company-collected Data (as defined in paragraph 4) and other various data held by the Company, perform necessary additions, enhancements, or supplements to such data.

3.

The Customer shall carry out the necessary procedures at their own responsibility when providing Customer-provided Data to the Company in accordance with the preceding two paragraphs. Such necessary procedures include obtaining the consent of the individual as required under the Act on the Protection of Personal Information (Act No. 57 of 2003, hereafter "Personal Information Protection Act") when providing personal data (as defined in the Personal Information Protection Act) included in the Customer-provided data to a third party, but are not limited to this.

4.

Except for Customer-provided data, all data that the Company collects itself in connection with the delivery of the Subject Ads or through the Company's tools (regardless of its nature, including delivery information, log information, cookie information, and data resulting from the performance of the Usage Agreement using Customer-provided data, collectively, "Company-collected Data") shall belong to the Company, and the Company will use such data at its discretion within the scope of the privacy policy separately established by the Company or within the scope of consent separately obtained by the Company.

5.

The Company, at its discretion, will provide the Customer with aggregated results of the Company-collected Data, etc., through the Company's tools, within the scope of the privacy policy separately established by the Company or within the scope of consent separately obtained by the Company.

6.

Customers shall treat the aggregated results, etc., of the Company's collected data provided pursuant to the preceding paragraph as confidential information of the Company in accordance with Article 21.

7.

Regarding the handling of the aggregated results of Customer-provided Data and Company-collected Data, the Customer shall, in addition to complying with these provisions, perform various necessary actions such as configuration tasks, explanations to users, and reporting to the Company in accordance with the data usage guidelines and other guidelines separately established by the Company.

Article 18 Live Tests of Ad Delivery

The Customer acknowledges that the Company may conduct temporary live tests of ad delivery from time to time to improve the effectiveness of the Customer's ads by testing new display methods, functions, etc., for the Subject Ads. The Customer also agrees that the Company may include the portion of the Subject Ads involved in the live test within the scope of ad fee billing based on Articles 10 through 14.

Article 19 Termination of Agreement

1.

If Customer falls under any of the following items, the Company may, in accordance with laws and regulations, give Customer notice of the reason for doing so (if the law does not require notice of the reason for doing so, the Company shall not be required to give notice of the reason for doing so) and suspend or cancel the performance of all or any part of the User Agreement between Customer and the Company. In these cases, the Company shall be entitled to claim damages from the Customer.

(1)If the Customer violates or is likely to violate Article 5, Paragraph 2, as determined by the Company.

(2)If the Customer violates or is likely to violate the warranty obligations under Article 8, Paragraph 1 and Paragraph 2, as determined by the Company, or if the distribution of the Subject Ads is suspended, interrupted, or terminated based on Article 9.

(3)If the payment of the Customer's advertising fees is not processed by the credit card company (including cases where the Company receives a chargeback notification), or if the Customer fails to pay the advertising fees based on Articles 10 through 14.

(4)If the Customer makes false declarations to the Company, or if the Company is unable to contact the Customer for more than three consecutive days.

(5)In addition to the preceding items, when the Customer violates the Usage Agreement or any other agreement with the Company and fails to promptly perform the same despite the Company's demand.

(6)If the Customer is subject to seizure, provisional seizure, provisional disposition, compulsory execution, or auction, or if the Customer fails to pay taxes and public dues and receives a demand for payment.

(7)If the Customer receives administrative guidance, a business suspension, or a revocation of business license or business registration from a regulatory authority.

(8)If a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or other legal insolvency proceedings is filed against the Customer, or if the Customer enters into dissolution (including dissolution based on laws and regulations), liquidation, or private settlement proceedings.

(9)If the Customer resolves to reduce capital, discontinue, suspend, or change the business, or transfer all or a significant part of the business.

(10)If the Customer defaults on a bill or check or otherwise becomes insolvent.

(11)If there is a change in the major shareholders or management of the Customer, and the Company determines that it is inappropriate to continue the Usage Agreement.

(12)If the Company determines that the Customer, the Customer's agent (including Advertising Agencies, hereafter the same), representative, employee, or persons in a similar position to employees (including temporary staff and employees of subcontractors, collectively with employees, "Employees, etc.") are obstructing or are likely to obstruct the services provided by the Company or other business activities.

(13)If the Customer, the Customer's agent, representative, or employee, etc., violates laws or regulations (regardless of whether it is reported or not), or if the Company determines that continuing the ad delivery entrusted by the Customer would harm or potentially harm the interests or credibility of the Company or the Customer.

(14)If the Customer, the Customer's agent, representative, or employee, etc., damages or potentially damages the credibility of the Company, the services provided by the Company, the Company's affiliates, or the advertising industry, as determined by the Company.

(15)If the Company determines that the Customer is or was in violation of Article 24.

(16)If the Company determines that any of the Customer's major business partners (including Advertising Agencies and subcontractors), their parent companies, subsidiaries, affiliates, or their agents, representatives, or employees, etc., fall under or potentially fall under any of the items in Article 24, Paragraph 1.

(17)If the Customer, the Customer's agent, representative, or employee, etc., fraudulently uses a third party's credit card to enter into the Usage Agreement.

(18)If the Customer's identity cannot be verified.

(19)If the Company determines that there is a suspicion of operational fraud in the Customer's account.

(20)If the Company otherwise determines that continuation of the Usage Agreement is inappropriate.

2.

In the event that the Customer falls under any of the items of the preceding paragraph, any and all debts owed to the Company (not limited to those owed under this Usage Agreement) shall naturally lose the benefit of time, and the Customer shall immediately pay the Company the entire amount owed in cash.

3.

The Customer may terminate the relevant Usage Agreement at any time by paying the full amount of the advertising fees based on the Usage Agreement. However, unless otherwise specified by the Company, reservation ads shall be subject to the provisions of Attachment 3, "Cancellation of reservation ads,” and Branding Search Ads shall be subject to the provisions of Attachment 4, "Cancellation of Branding Search Ads."

4.

If the Customer falls under any of the items in Paragraph 1, notwithstanding the provisions of Article 15, Paragraph 2, the Company may collect the Prepaid Funds as a penalty. However, the Company may claim damages from the Customer separately from the penalty.

5.

If an Advertising Agency falls under any of the following items, the Company may, in accordance with laws and regulations, notify the Advertising Agency of the relevant reason (if the law does not require notification of the relevant reason, the Company shall not be required to notify the relevant reason), and suspend or cancel the performance of all or part of any Agency Usage Agreement, between the Advertising Agency and the Company. In these cases, the Company shall be entitled to claim damages from the Advertising Agency.

(1)If the Advertising Agency fails to pay the sale amount of the assigned claims based on Article 10, Paragraph 5.

(2)If the Advertising Agency makes false declarations to the Company, or if the Company is unable to contact the Advertising Agency for more than three consecutive days.

(3)In addition to the preceding items, when the Advertising Agency violates the Agency Usage Agreement or other agreements with the Company and fails to promptly fulfill such agreements despite the Company's demand.

(4)If the Advertising Agency is subject to seizure, provisional seizure, provisional disposition, compulsory execution, or auction, or if the Advertising Agency fails to pay taxes and public dues and receives a demand for payment.

(5)If the Advertising Agency receives administrative guidance, a business suspension, or a revocation of a business license or business registration from a regulatory authority.

(6)If a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or other legal insolvency proceedings is filed against the Advertising Agency, or if the Advertising Agency enters into dissolution (including dissolution based on laws and regulations), liquidation, or private settlement proceedings.

(7)If the Advertising Agency resolves to reduce capital, discontinue, suspend, or change the business, or transfer all or a significant part of the business.

(8)If the Advertising Agency defaults on a bill or check, or otherwise becomes insolvent.

(9)If there is a change in the major shareholders or management of the Advertising Agency, and the Company determines that it is inappropriate to continue the agency usage agreement.

(10)If the Advertising Agency, its agents, representatives, or employees, etc., interfere with or potentially interfere with the services provided by the Company or other business activities, as determined by the Company.

(11)If the Advertising Agency, its agents, representatives, or employees, etc., violate laws or regulations (regardless of whether it is reported or not), or if the Company determines that continuing the ad delivery entrusted by the Customer would harm or potentially harm the interests or credibility of the Company or the Customer.

(12)If the Advertising Agency, its agents, representatives, or employees, etc., damage or potentially damage the credibility of the Company, the services provided by the Company, the Company's affiliates, or the advertising industry, as determined by the Company.

(13)If the Company determines that the Advertising Agency is or was in violation of Article 24.

(14)If the Company determines that any of the Advertising Agency's major business partners (including Customers and subcontractors), their parent companies, subsidiaries, affiliates, or their agents, representatives, or employees, etc., fall under or potentially fall under any of the items in Article 24, Paragraph 1.

(15)If the identity of the Advertising Agency cannot be verified.

(16)In other cases, the Company determines that continuation of the Agency Usage Agreement is inappropriate.

Article 20 Effect of Payment Delay

1.

If the Customer delays in paying any obligations stipulated in the Usage Agreement, including Articles 10 to 14, or if the Advertising Agency delays in paying the amount for the assigned receivables stipulated in the Agency Usage Agreement, including Articles 10 to 14, the Company may suspend all ad deliveries based on the Usage Agreement and any other Usage Agreements that were in effect at the time of the delay until payment is made by the Customer or the Advertising Agency. In this case, the Customer and the Advertising Agency shall not be entitled to claim damages from the Company for the non-delivery of the ads.

2.

If the Customer and the Advertising Agency fail to pay the obligations set forth in the Usage Agreement and the Agency Usage Agreement, including Article 10 or 14, the Customer shall pay to the Company a late payment charge of 14.6% per annum in accordance with the number of days until the actual payment is made.

Article 21 Confidentiality Obligations

The Customer and the Advertising Agency shall not, during the term of the Usage Agreement and the Agency Usage Agreement, as well as after their termination, provide, disclose, or leak the Company's confidential information (which includes information designated as confidential under these provisions and information explicitly indicated as confidential by the Company to the Customer and the Advertising Agency) to third parties, nor use such information for purposes other than the performance of the Usage Agreement and the Agency Usage Agreement.

Article 22 Communication

1.

If the Customer or the Advertising Agency determines that it is necessary to contact the Company, they shall do so by email, postal mail, or any other method specifically designated by the Company to the appropriate contact point. The Company reserves the right to refuse to respond to communications made by any other method.

2.

Notifications, communications, etc. ("Notifications, etc.") from the Company to the Customer and the Advertising Agency may be made by sending an email to the email address provided by the Customer, displaying it on the Tools, or by any other method. If Notifications, etc. from the Company to the Customer and the Advertising Agency are made by sending an email to the email address provided by the Customer and the Advertising Agency, the Notifications, etc. shall be deemed to have been delivered to the Customer and the Advertising Agency when the Company sends the email to that address.

Article 23 Compliance with Laws and Regulations, etc.

The Company, the Customer, and the Advertising Agency shall comply with all laws, regulations, etc. (including public order and morals, various laws and regulations, guidelines published by government agencies, self-regulations of industry associations, and customs). The Customer and the Advertising Agency shall compensate the Company for any damage caused by a violation of laws, regulations, etc. in the delivery of the Subject Ad, and cooperate with the investigation if the Company is requested by the police, etc.

Article 24 Refusal of Transactions with Anti-Social Forces

1.

The Customer and the Advertising Agency represent and warrant that the Customer, the Advertising Agency, the parent companies, subsidiaries, and affiliates of the Customer and the Advertising Agency, as well as their agents, representatives, employees, etc. (collectively, "Customer, etc."), do not currently fall under any of the following items and will not fall under any of them in the future.

(1)Organized crime groups

(2)Organized crime group member and a person who has not been a member of an organized crime group for more than five years

(3)Quasi-member of an organized crime group

(4)Company affiliated with an organized crime group

(5)Racketeer groups, those who claim to advocate social movements, or special intelligence violence groups

(6)Collaborator with any of the preceding items

(7)Persons equivalent to any of the preceding items

2.

The Customer and the Advertising Agency assure that neither they nor any third party acting on their behalf will engage in any of the following acts against the Company or third parties.

(1)Acts of violent demands

(2)Unjust demands exceeding legal responsibilities

(3)Acts of making threatening statements or using violence in connection with transactions

(4)Acts of spreading rumors, using deception or force to damage the credibility of the Company or third parties, or interfering with their business operations

(5)Other acts equivalent to any of the preceding items

Article 25 Governing Law

The establishment, validity, performance, and interpretation of the Usage Agreement and the Agency Usage Agreement shall be governed by Japanese law.

Article 26 Jurisdiction

The Tokyo District Court or the Tokyo Summary Court shall be the exclusive court of jurisdiction in the first instance for any litigation relating to the Usage Agreement and the Agency Usage Agreement.

Article 27 Modification of Contract Terms

The Company may modify any of the provisions of these Terms at any time if it deems necessary. In such cases, the Company will notify the Customer and the Advertising Agency of the changes to these Terms, the content of the revised Terms, and the effective date of the changes by posting on the Company's website or by other appropriate means.

【Attachment 1】Request Conditions for Changing Advertising Agency

For requests for change of Advertising Agency (“Request”), each of the conditions set forth in this Attachment (“Request Conditions”) shall apply.

1.Definition

The words and phrases set forth in these Request Conditions shall be defined as follows:

(1)"Request Form" means the request form for changing the Advertising Agency for a Subject Account (as defined in (ii)) designated by the Company.
(2)"Subject Account" means the Advertising Account designated by the requestor (as defined in (v)) on this Request Form.
(3)"Previous Advertising Agency" means the Advertising Agency designated by the Requestor as "Previous Advertising Agency" on this Request Form.
(4)"Modified Advertising Agency" means a third party designated by the Requestor as the "Modified Advertising Agency" on this Request Form.
(5)"Requestor" means either the Customer or the original Advertising Agency making a request for a change in Advertising Agency.
(6)"Other Parties" means, collectively, the Customer and the Advertising Agency before the change who are not the Requestor and the Advertising Agency after the change.
(7)"Requestors, etc." means the Requestor and Other Parties who collectively refer to the parties.
(8)"Previous Agreement" means the Agency Use Agreement for the Subject Account entered into between the Advertising Agency and the Company prior to the change based on the Master Terms and Conditions.
(9)"Modified Agreement” means the Agency Usage Agreement for the Subject Account, dated as of the Modification Date (as defined in Paragraph 2, Item 3 of these Terms), between the Modified Advertising Agency and the Company in accordance with the Master Terms and Conditions.

2.Modification Procedures

(1)The Requestor shall submit this Request by filling in the necessary items on this Request Form by the due date separately designated by the Company, depending on the month in which the Requestor desires the change to be made.
(2)Upon receipt of a Request as described in the preceding item, the Company shall review the Request by the due date separately specified by us, based on the information entered in the Request as to whether or not the Advertising Agencies for the Subject Account can be changed. The criteria for screening shall be determined by the Company at its own discretion, and the Company will not disclose such criteria.
(3)If the Requestor passes the screening process described in the preceding paragraph, the Company will close the Subject Account on the last day of the month preceding the month the Requestor wishes to make the change as specified in the Request Form (“Closing Date”). Upon completion of such procedures, the Company shall notify the Requestor of the acceptance of the request, and as of the date of such notification (the "Modification Date"), the Advertising Agency associated with the Subject Account shall be changed to the Modified Advertising Agency.
(4)If the Subject Account is a payment method as set forth in Article 9, Paragraph 5, the Requestor, etc. acknowledges that any transfer receivables accrued in connection with the use of the Subject Account up to the Modification Date will be sold to the Previous Advertising Agency, and any transfer receivables accrued in connection with the use of the Subject Account after the date of this change will be sold to the Modified Advertising Agency. Procedures for claiming reimbursement, etc. for such assigned claims shall be carried out between the Requestors, etc., and the Company shall not be liable for any such procedures.
(5)In the event of a refund in accordance with the Master Terms and Conditions with respect to the Subject Account, the Company shall issue a refund to the Customer or the Advertising Agency at the time the refund was implemented, and the Requestor, etc. shall consent thereto. Procedures for compensation for such refunded amount shall be carried out between the Requestors, etc., and the Company shall not be responsible for any such procedures.

3.Refusal of Request

(1)In any of the following cases ① to ③, the Company reserves the right to reject this Request.

①The Requestor has failed to complete the request procedure in accordance with item 1 of the preceding paragraph
②In the event that the Company determines in the screening referred to in item 2 of the preceding paragraph that the change cannot be made
③The Requestor fails to comply with our instructions regarding the Request

(2)The Company shall have no obligation to disclose the reason for refusal under the preceding item and shall disclose the reason for refusal to any of the Requestors, etc. only when the Company deems it necessary.

4.Withdrawal of Request

The Requestor may withdraw the Request at any time by giving notice to the Company in accordance with procedures designated by us until the closing date.

5.Handling of Confidential Information, etc.

(1)The Requestor agrees that the Company may disclose to other Requestors, etc., of such one party any confidential information disclosed by us to such one party with respect to the usage agreement (“Usage Agreement”), Pre-Change Agreement, or Post-change Agreement for the Subject Account to the extent necessary for the procedures for changing the Advertising Agency for the Subject Account.
(2)The Requestor, etc. shall ensure that the Company has obtained the necessary consent from officers, employees, contractors, and other individuals who register with the Company as the person in charge of the Requestor, etc. to provide the personal information of such individuals to other parties of the Requestor, etc. to the extent necessary for the procedures for changing the Advertising Agency pertaining to the Subject Account in accordance with the Act on the Protection of Personal Information and guidelines of relevant government agencies on behalf of the Company.
(3)The Previous Advertising Agency warrants that all of the Company's confidential information, which the Previous Advertising Agency is obligated to maintain in accordance with the Previous Agreement with respect to the Subject Account, will be transferred to the Modified Advertising Agency as of the date of this change, unless the Company has otherwise agreed in writing (including by email), and that the Previous Advertising Agency will no longer hold any such information. Please note that even after changes to the confidential information, the Previous Advertising Agency will continue to have obligations equivalent to those set forth in the Previous Agreement.

6.Warranties, etc.

(1)The Requestor warrants to the Company that they have the right, power, and authority to make this Request and to fulfill all their obligations based on this Request.
(2)Requestor is responsible for making this Request. In the event that the Company receives a claim from Other Parties or other third party (regardless of the content of the claim for damages, injunction of use, etc., and whether or not a lawsuit is pending) in connection with the Request, the Requestor shall resolve the matter at Requestor's own risk and expense, shall not cause any inconvenience to the Company, and shall indemnify the Company for any damages (including attorneys' fees) caused.
(3)The Requestor warrants that the Request is based on the consensus of the Requestor, and in the event of a dispute between the Requestor and others concerning the Request, the Requestor shall resolve the dispute at Requestor's own risk and expense, shall not cause any inconvenience to the Company, and shall indemnify the Company for any damages (including attorneys' fees) caused.

7.Disclaimer

(1)The Company does not guarantee that changes will be made in the Advertising Agency of the Subject Account by the date desired by the Requestor or otherwise in the content desired by the Requestor in the Request, and shall not be liable for any damages, losses, or expenses incurred by the Requestor, etc., or any other third party in relation to the Request, including, but not limited to, the procedures for such changes, refusal of the Request, or otherwise.
(2)If the Company is unable to perform all or any part of the matters specified in these Request Conditions due to a natural disaster, war, civil war, riot, terrorism, infectious disease, power failure, accident of telecommunications equipment, suspension of the provision of services by telecommunications companies or implementation of emergency maintenance, enactment, revision or repeal of internal or external laws and regulations, order, disposition, guidance or request by public authorities, or other reasons beyond the control of the Company, the Company shall not be liable to the extent that the same could not be performed and shall be exempted from its obligations under these Request Conditions.

【Attachment 2】Functions of MCC Account

1.Granting of Authority

(1)The Company will provide the Customer with the ability to grant MCC Account authorization to Customer personnel in charge of managing the MCC Account to such personnel.
(2)The Company provides advertising agencies with the ability to view the operational status of multiple Advertising Accounts (including not only Customer's Advertising Account but also Advertising Accounts established based on the Usage Agreement between the Company and a third party).
(3)The customer shall not authorize any third party (including any personnel of such third party) to have access to the MCC Account. However, this excludes Advertising Agencies that are parties to Agency Usage Agreements related to such Advertising Accounts.
(4)Advertising Agencies shall not authorize any third party (including any personnel of such third party) to have access to the MCC Account.

2.Sharing of Audience Lists

(1)The Company provides the Customer and the Advertising Agency with a feature that allows the cross-utilization of user lists for ad delivery ("Audience Lists") used in Advertising Accounts, between Advertising Accounts (limited to Advertising Accounts where the same Advertising Agency is registered as the agent, unless otherwise approved by the Company).
(2)The Customer and the Advertising Agency shall not use Audience Lists that contain the Customer's own data across Advertising Accounts related to different customers.

3.Billing Profile Settings

(1)The Company provides the Customer with a function to collectively manage the billing profile for Advertising Accounts between Advertising Accounts (limited to those registered under the same Advertising Agency, unless otherwise approved by the Company).
(2)The Company provides the Advertising Agency with a function to collectively manage the transferred claims (as defined in Article 10, Paragraph 5, (a)) across multiple Advertising Accounts.

4.Other Precautions

(1)The Customer and the Advertising Agency shall use the Customer's MCC Account at their own responsibility, and the Advertising Agency shall not use the MCC Account for purposes or in manners that would be detrimental to the Customer.
(2)In the event that the Company receives any claims (regardless of the content, including claims for damages, injunctions against use, etc., and regardless of whether a lawsuit is pending) from other customers, Advertising Agencies, or third parties concerning the use of the MCC Account by the Customer and the Advertising Agency, the Customer and the Advertising Agency shall resolve such claims at their own responsibility and expense, shall not cause any inconvenience to the Company, and shall compensate the Company for any damages incurred (including attorney's fees).
(3)Notwithstanding the provisions of the first sentence of Article 5, Paragraph 3, the Company shall not be liable for any damages incurred by the Customer, other customers, or third parties resulting from the application for ad delivery or the setting, changing, or adding of delivery conditions carried out by other customers' Advertising Accounts using the MCC Account, and such actions shall be deemed to have been carried out by the other customers who are the counterparties to the Usage Agreement with the Company concerning the ad delivery at the time of execution.
(4)To the extent necessary for the use of the MCC Account, the Company shall not consider it a breach of the confidentiality obligations stipulated in the contract between the Company and the Customer (including Article 5 and Article 7, Paragraph 2 of the Yahoo! JAPAN Business ID Terms of Use) if the Customer discloses information related to the Customer's Advertising Account to other customers.
(5)If the Customer manages other customers' Advertising Accounts using the MCC Account, or if other customers manage the Customer's Advertising Account using the MCC Account, and the Company takes measures such as suspension of delivery, suspension of the Advertising Account, or termination of the agreement with respect to those other customers based on the Usage Agreement, the Company may, at its own discretion, take equivalent measures against the Customer.

[Attachment 3] Cancellation of reservation ads (Proviso to Article 19, Paragraph 3)

1.Concerning reservation ads, the Customer may cancel the Usage Agreement for such reservation ads at any time prior to the expiration of the Designated Delivery Period by notifying the Company in a manner separately specified by the Company. In such a case, the Customer shall pay as cancellation fee an amount equal to the full advertising fee under the Usage Agreement in accordance with Paragraph 3. However, if the termination of the Usage Agreement by the Customer falls under any of the following items (for the reasons specified in items 2, 4, and 5, only if the Customer has reported the facts corresponding to any of these reasons and the Company has accepted such report). The method of reporting, etc., shall be specified separately by the Company, and there will be no need to pay a cancellation fee.

(1)If the termination of the agreement is due to reasons attributable to the Company
(2)When it is difficult for the Customer to continue the Usage Agreement due to force majeure, such as power failure, communication line accident, or natural disaster.
(3)The date of cancellation is within 3 business days of the date of request for the usage agreement pertaining to the reservation ads subject to such cancellation (“Agreement Subject to Cancellation”) and before the start of the Designated Delivery Period pertaining to such Agreement Subject to Cancellation.
(4)Meet both of the following conditions ① and ②

①If the cancellation date is before the start of the Designated Delivery Period pertaining to the Agreement Subject to Cancellation
②If an application for a new reservation ads contract, specifying the same Designated Delivery Period as the Agreement Subject to Cancellation and an advertising fee equal to or greater than the advertising fee associated with the Agreement Subject to Cancellation, is made within the period satisfying both conditions (i) and (ii) below (provided, however, that if the termination date of the Agreement Subject to Cancellation is on or after the third business day before the last business day of the month, the phrase "by the business day before the last business day of the month in which the contract was terminated" in (i) shall be read as "by the business day before the last business day of the following month").

(i)By 1 business day before the last business day of the month in which the termination occurred
(ii)By two business days before the start date of the Designated Delivery Period related to the Agreement Subject to Cancellation.

(5)In addition to the preceding items, if specially approved by the Company

2.Notwithstanding the provisions of the preceding paragraph, if the termination date is after the start of the Designated Delivery Period (A) related to the Agreement Subject to Cancellation, and if an application for a new reservation ads contract, which specifies an advertising fee equal to or greater than the amount calculated on a pro-rata basis according to the number of days in the remaining period ("Remaining Period") of the Designated Delivery Period (A) following the day after the termination date, is made by the business day before the last business day of the month in which the contract was terminated (provided, however, that if the termination date of the Agreement Subject to Cancellation is on or after the third business day before the last business day of the month, the application must be made by the business day before the last business day of the following month), the payment of the cancellation fee equivalent to the number of days of ad delivery based on the new reservation ads contract will be waived. Provided, however, that such exemption shall be granted only if the fact covered by this paragraph has been declared by the Customer and the Company has approved such declaration (the manner of filing shall be separately specified by us).

3.The method of payment for the cancellation method specified in Paragraph 1 shall be the method separately designated by the Company in any of the following ways:

(1)The method in which the Company calculates the cancellation fee for the current month as the closing date on the last day of the month in which the Company cancels the usage contract related to the reservation ads sends an invoice to the Customer by a method separately specified by the Company (email, postal mail, etc.), and the Customer pays the total amount of the cancellation fee for the current month multiplied by the tax rate of consumption tax and local consumption tax based on the invoice by the last day of the month following the closing date to a bank account separately designated by the Company. However, if the Customer cancels the Usage Agreement related to the reservation ads 3 business days prior to the last business day of the month, the cancellation fee related to such cancellation shall be due on the last day of the following month and the last day of the following two months. The bank transfer fee shall be borne by the Customer.
(2)A method in which the amount paid is not refunded but is collected as a cancellation fee when the Customer has paid the advertising fee based on a Usage Agreement for reservation ads by way of deducting the amount from the Prepayment

4.The provisions of the preceding paragraphs shall not apply to reservation ads separately designated by the Company, but the provisions of the main clause of Article 19, Paragraph 3.

[Attachment 4] Cancellation of Branding Search Ads (Proviso to Article 19, Paragraph 3)

1.With respect to Branding Search Ads, Customer may withdraw Customer's request for such Branding Search Ads at any time prior to the Company's manifestation of Customer's intention to accept them as set forth in Article 1, Paragraph 1, by notifying the Company in a manner separately specified by us. In this case, there will be no need to pay a cancellation fee.

2.With respect to Branding Search Ads, the Customer may cancel the Usage Agreement relating to such Branding Search Ads at any time during the period between the Company's manifestation of its intention to accept the Advertisement as stipulated in Article 1, Paragraph 1, and the expiration of the Designated Distribution Period by notifying the Company in a manner separately specified by us. However, in this case, Customer must pay an amount equivalent to the full advertising fee under the Usage Agreement as a cancellation fee in accordance with Paragraph 3. However, in the event that the cancellation of the Usage Agreement by the Customer falls under any of the following items (with respect to reasons stipulated in Items 2 and 3, only if the Customer reports the fact that one of the reasons applies and the Company acknowledges such report), the Company may terminate the Usage Agreement. The method of reporting, etc., shall be specified separately by the Company, and there will be no need to pay a cancellation fee.

(1) If the termination of the agreement is due to reasons attributable to the Company
(2) When it is difficult for the Customer to continue the Usage Agreement due to force majeure, such as power failure, communication line accident, or natural disaster.
(3) In addition to the preceding items, if specially approved by the Company

3.The Company shall calculate the cancellation fee for the month based on the last day of the month in which the Usage Agreement for Branding Search Ads is terminated and will send an invoice to the Customer by a method separately specified by the Company (such as email or postal mail), and the Customer shall, based on this invoice, transfer the total amount of the cancellation fee for the month, including consumption tax and local consumption tax, to a bank account designated by the Company by the end of the following month. However, if the Customer cancels the Usage Agreement related to the Branding Search Ads 3 business days prior to the last business day of the month, the cancellation fee related to such cancellation shall be due on the last day of the following month and the last day of the following two months. The bank transfer fee shall be borne by the Customer.

4. The provisions of the preceding paragraphs shall not apply to Branding Search Ads separately designated by the Company, but the provisions of the main clause of Article 19, Paragraph 3, shall apply to such advertisements.