SKYFLAG Terms of Use (For Publisher)

1. The Terms of Use stipulates the conditions for non-exclusively providing the advertising system "SKYFLAG" (hereinafter referred to as the "Service") developed and provided by Skyfall Inc. (hereinafter referred to as the "Company") to Publishers’ apps and websites.

2. Skyfall may establish rules,manuals or regulations stipulating details of the Terms, which, together with the Terms herein, shall constitute part of the whole Terms of Use.

3. Details of the contents and provision conditions of the Service shall be as stipulated in the Terms of Use, as well as in the Agreement set forth.

The definitions of terms used in the Terms of Use are as follows.

(1) The "Service"
The "Service" refers to the follows:
(i)providing Advertisers' advertising materials to Publishers' Media through "SKYFLAG"(advertising system for smartphone apps and websites) developed and provided by Skyfall,
(ii)providing links of Advertisers' products, Apps, or any advertisement object, through advertisement posting pages generated on Media by "SKYFLAG" and conducted by Skyfall,
(iii)providing Advertisers' et Publishers' accumulated data of the advertisement conducted through "SKYFLAG"
(iv)management of the server system related to "SKYFLAG" (hereinafter referred to as the "Server")
(v)services associated therewith

(2) The "Agreement"
The "Agreement" refers to the agreement concerning the Services, entered into between Skyfall and Publisher under conditions of the Terms of Use.

(3) "Advertising Agreement"
"Advertising Agreement" refers to any advertising agreement using SKYFLAG entered into between Skyfall and Advertiser.

(4) "Advertiser"
"Advertiser" refers to any subject (including but not limited to companies, individuals) entering into Advertising Agreement, that makes advertisements on media through "SKYFLAG".

(5) "Publisher"
"Publisher" refers to any subject (including but not limited to companies, individuals) that ,through SKYFLAG, provides advertisement posting pages on its Media.

(6) "Media"
"Media" refers to an object(including but not limited to Apps or websites) for posting advertisements of the Advertiser.

(7) "Individual User"
"Individual User" refers to a user of the Media.

(8) "Advertising App"
"Advertising App" refers to any target of Advertising Campaign (including the app or website but not limited to them) conducted by the Advertiser.

(9) "Deliverables"
"Deliverable" is herein defined as a measurable result of Acts (ex.)CPC, CPM, CPI, CPE, CPA,or CPL.) achieved by Individual User, defined on each Advertising Campaign, as the conditions to generate "Advertising Fee".

(10) "Advertising Fee"
"Advertising Fee" refers to fees charged to Advertiser in accordance with the total Deliverables achieved times the price (rate) per Deliverable.

(11) "Media Reward"
"Media Reward" refers to the amount paid to Publisher by Skyfall in accordance with the Deliverables achieved on its Media.

Publisher shall use the Service in accordance with usages designated by Skyfall as using computer terminals, telecommunication lines and equipment that meet the usage environment.
Otherwise, Skyfall may not warrant any malfunctions, failures or defects by the Publisher's usage.

1. The Agreement shall be take effect when Publisher applies in accordance with the forms specified by Skyfall, and consequently accepted by Skyfall, at the moment which the agreement comes into effect between Publisher and Skyfall.

2. There may be cases in which the application may not be accepted if Skyfall judges that Publisher falls into any of the followings:
(1)Publisher has ever been revoked or forcibly canceled due to a violation of the Terms of Use at any time in the past or present.
(2)The application is identified as an entry with false information,has clerical error, or has any omission in the content .
(3) Publisher is deemed to be or has relation with "Organized Crime Group" or any entity on the "List" .
(i) "Organized Crime Group" refers to any organized crime group or any equivalent thereto
(ii) "List" refers to Office of Foreign Assets Control Specially Designated Nationals, Office of Foreign Assets Control Sanctions, Office of Foreign Assets Control Non-SDN Entities, United Nations Consolidated List or any other sanction lists.

3. If Publisher is found to fall under any of provisions in the preceding paragraph 2, Skyfall may withdraw acceptance even after accepting the application.

4. Upon any rejection or withdrawal of the application pursuant to the preceding two paragraphs, Skyfall shall not be liable for any damages caused to Publisher or a third party.

1. Publisher shall promptly notify Skyfall if there is any change in the application details pursuant to Paragraph 1 of the preceding Article after the Agreement comes into effect.

2. If any notification, or other manifestations of intention by Skyfall is delayed or not served due to Publisher's breach of the notification obligation set above, it shall be deemed to have arrived at the time when it normally arrives.

1. After entering into the Agreement, Skyfall shall grant Publisher specific ID and password with which Publisher is able to view the "Management Page for Publisher" for the purpose of confirming the calculated Media Reward.

2. Publisher shall properly manage and store at its own risk the ID and password set above, and shall not lend, assign, change the account name, buy, sell nor allow any third party to use.

3. Publisher shall be liable for any damages caused by violating the preceding paragraph.

For providing the Service, Skyfall may subcontract all or part of its business to a third party.

1. Publisher shall not assign, inherit, encumber in favor of a third party all or part of the rights and obligations arising from the Terms of Use and the Agreement without the prior written consent of Skyfall, unless otherwise provided in the Terms of Use and the Agreement.

2. Skyfall may assign and inherit all or part of the rights and obligations arising from the Terms of Use and the Agreement to a third party (including the business assignment of the Service).

Copyrights, patent rights, utility model rights, design rights, trademark rights and other intellectual property rights of the Service and the data accompanying the Service (including the right to acquire such rights or to apply for registration for such rights) belong to Skyfall or a third party designated by Skyfall.

1. Publisher shall not engage in any act that falls under or may fall under any of the followings.
(1) Infringement of intellectual property rights such as copyrights, patent rights, trademark rights, or other rights of Skyfall or a third party.
(2) Letting a third party use the Service in name of Publisher except as permitted in the Agreement.
(3) Posting or distributing advertisements on Media that violate laws, government ordinances, ministerial ordinances, prefectural ordinances, rules, administrative guidance, or acts that violate other laws and regulations.
(4) Acts of discrimination, or promoting discrimination. .
(5) Acts that may potentially damage honor or credibility of Skyfall or a third party.
(6) Illegal acts.
(7) Posting or distributing advertisements on Media containing contents that are offensive to public policy and morals, or distributing contents relevant to radical pornography or child pornography.
(8) Establishing or soliciting any pyramid scheme.
(9) Impersonation upon usage of the Service, or usage by means of unauthorized access.
(10) Sending or posting computer viruses or other harmful computer programs.
(11) Acts of interference and jamming upon Skyfall's (or third party's) computer system and servers controlled for the Service.
(12) Sending an advertisement, promotion or solicitation email to a third party with the information acquired through the Service without prior consent of Skyfall.
(13) Acts of interference and jamming upon Skyfall's (or third party's) operation of the Service.
(14) Trying to obtain Media Reward by ways that deviate from the purpose and intent of Advertiser.
(15) Disguising as if the Actions for Media Reward has occurred and was realized, or fudging on Deliverables.
(16) Acts of forcing, pleading, or requesting the execution of Acts to produce advertising outcomes to third parties in order to obtain Media Reward or other economic benefits unconnectedly from Advertiser or its Advertising Campaign.
(17) Displaying, sending or posting contents relevant to Antisocial Forces.
(18) Providing links to external contents that fall under or may fall under one of the preceding clause on this Article.
(19) Other acts that Skyfall reasonably deems as disqualified.

2. If Publisher realizes that any of the acts falling under any of the clauses in the preceding paragraph 1 or an act deemed inappropriate in accordance with social policy has been engaged in, or determines that such an act may have been engaged in, Publisher must promptly notify Skyfall.

3. In case Skyfall finds out that any act violating the clauses in paragraph 1 has been conducted by Publisher, Skyfall may suspend providing to Publisher all or part of the Service and delete the information related to the act set above, without notifying Publisher in advance. The preceding clause does not mean, however, that Skyfall is obligated to monitor all the actions, information (including data and contents, provided or transmitted) by Publisher.

1. The articles of the Terms of Use may be amended without prior notice to Publisher. Whenever amended, Skyfall shall post the amendments on Skyfall's homepage and other websites for Publisher to confirm.

2. After amendment, Skyfall shall provide the Service in accordance with the amended Terms of Use, and Publisher shall comply with it.

Skyfall may suspend or discontinue all or part of the Service without notifying Publisher upon any of the following items:
(1) In case Publisher violates the Terms of Use.
(2) In case Skyfall needs to perform regular or urgent maintenance inspections or system updates required for continuous provision of the Service.
(3) In case it is difficult or impossible to provide the Service due to the occurrence of fire, power outage, natural disaster, labor dispute, war, terrorism, riot, or other force majeure or obstruction by a third party, or other emergencies (hereinafter referred to as "Force Majeure" ).
(4) In case Skyfall judges reasonably to suspend.

1. Skyfall strives to maintain and continuously improve the quality of the Service, promptly fix bugs and other defects, however, Publisher shall accept that Skyfall may not be able to respond immediately, and that Skyfall may not guarantee the Service is always provided in complete state.

2. In addition to the preceding paragraph, Skyfall, neither explicitly nor implicitly, guarantees the completeness, safety, usefulness, and accuracy of the Service.

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to Force Majeure.

Article 13 (Non-Warranty and Disclaimer), this Article, and Article 17 (Governing Law and Jurisdiction) shall remain in effect after the termination of the Agreement for any reason such as expiration, cancellation, or others.

If any doubt arises between the parties regarding matters not stipulated in the Terms of Use or their interpretations, the parties shall discuss in good faith and decide a solution.

The Terms of Use and the Agreement shall be governed by, construed and enforced in accordance with the laws of Japan without reference to its conflicts of law principles, and the courts of Tokyo shall have sole and exclusive jurisdiction with respect to any disputes arising out of or in connection with the Terms of Use and the Agreement.