Section 1. General Provisions
1. These SKYFLAG Publisher Terms of Use (these “Terms of Use”) set forth the terms and conditions under which Skyfall Inc. (“Skyfall”) grants a non-exclusive license to use its advertising platform for mobile applications and websites (the “System”) to provide advertising distribution services (the “Services”, as defined in Section 2.1) to applications, websites, and other digital properties operated by a Publisher (as defined in Section 2.6).
2. Any rules, manuals, operating procedures, and other guidelines separately established by Skyfall regarding the operational details and terms of the Services (collectively, “Manuals and Guidelines”) shall form an integral part of these Terms of Use.
3. Unless otherwise agreed upon in writing between Skyfall and the Publisher (including specifications set forth in documentation provided to the Publisher), the details and terms of the Services shall be governed by these Terms of Use and the Manuals and Guidelines.
4. When utilizing the Services, supplementary terms corresponding to the specific distribution method selected and implemented by the Publisher (including, without limitation, the SUPPLEMENTARY TERMS FOR OFFERWALLS and SUPPLEMENTARY TERMS FOR STATIC API; collectively, “Supplementary Terms”) shall apply and form an integral part of these Terms of Use.
5. In the event of any conflict or inconsistency between these Terms of Use, the Manuals and Guidelines, and any individual written agreement between Skyfall and the Publisher (including any Individual Agreement as defined in Section 3.3, whether executed as a memorandum of understanding, individual contract, or Order Form), the order of precedence shall be as follows: (i) Individual Agreements between Skyfall and the Publisher (solely to the extent that such agreement explicitly states that it supersedes these Terms of Use); (ii) these Terms of Use and the Supplementary Terms; and (iii) the Manuals and Guidelines.
Section 2. Definitions
For the purposes of these Terms of Use, the following terms shall have the meanings set forth below:
1. “Services” means the advertising distribution services provided by Skyfall through the System, under which Skyfall places Advertisements of Advertisers on Publisher Properties connected with Skyfall and places links directing Users to Advertised Products, as well as any ancillary services provided to Publishers and Advertisers in connection therewith.
2. “Advertiser” means any individual or entity that places Advertisements through the Services.
3. “Advertisements” means all banners, text, ad creatives, promotional campaign materials, and any other notations or expressions displayed on Publisher Properties through the Services for the purpose of promoting an Advertiser’s name, products, service names, promotional campaigns, or any other promotional messages or expressions.
4. “Advertised Products” means an Advertiser’s products, services, promotional campaigns, or corporate brand to which Users are directed upon clicking or interacting with an Advertisement.
5. “Publisher Property” means any website, mobile application, or other digital platform on which Advertisements are placed through the System.
6. “Publisher” means the owner, operator, developer, or administrator of a Publisher Property.
7. “User” means an individual or entity who accesses or uses a Publisher Property and views or is expected to view Advertisements.
8. “Action” means a specific User interaction required to generate a conversion event (“Conversion”), including clicking an Advertisement, installing an Advertised Product, utilizing a service, or any other user action agreed upon between Skyfall and the Advertiser.
9. “Conversion Fee” means the performance-based advertising fee paid or payable by an Advertiser to Skyfall as consideration for Advertising placement resulting from a User completing an Action, which, together with any fixed fees or campaign costs under individual agreements, shall collectively be referred to as “Advertising Fees.”
10. “Publisher Fee” means the consideration paid by Skyfall to the Publisher for enabling the placement of Advertisements on the Publisher Property, payable upon Skyfall’s receipt of Advertising Fees from the Advertiser.
11. “Service Agreement” means the contract entered into between Skyfall and the Publisher for the use of the Services pursuant to Section 3.
Section 3. Formation and Execution of Service Agreement
1. A Publisher wishing to use the Services shall accept these Terms of Use and any applicable Supplementary Terms, and submit an application using Skyfall’s designated order form (“Order Form”) or through another method specified by Skyfall.
2. The Service Agreement shall be formed at the time Skyfall approves the Publisher’s application submitted by the Order Form and issues a notice of acceptance to the Publisher. Skyfall reserves the right to reject any application at its discretion without any obligation to disclose the reasons for such rejection.
3. If Skyfall and the Publisher separately execute a memorandum of understanding, individual contract, order form, or other written agreement (collectively, “Individual Agreement”) regarding the Services, such Individual Agreement shall form an integral part of the Service Agreement. In the event of any conflict between an Individual Agreement and these Terms of Use, these Terms of Use shall prevail unless the Individual Agreement explicitly states that it supersedes these Terms of Use.
Section 4. Notification Obligations
1. Following the formation of the Service Agreement, the Publisher shall promptly notify Skyfall in writing of any changes to the information submitted at the time of application under the Order Form in accordance with Section 3.1.
2. Any notice, demand, or communication issued by Skyfall that is delayed or undelivered due to the Publisher’s failure to give notice under Section 4.1 shall be deemed to have arrived at the time it normally would have been received.
3. The Publisher shall promptly notify Skyfall of any material alterations (excluding minor modifications) to the nature, structure, or content of the Publisher Property.
4. Notwithstanding Section 4.3, if an intended alteration to a Publisher Property or its content may fall under any prohibited categories set forth in Section 7.1(j), the Publisher shall notify Skyfall immediately prior to implementing such alteration.
Section 5. Access Credentials and Control
1. Upon formation of the Service Agreement, Skyfall shall issue user IDs, passwords, and related credentials (“Account Credentials”) to enable the Publisher to access Skyfall’s publisher management dashboard (“Dashboard”) for calculating and reviewing Publisher Fees. The Publisher shall maintain, manage, and protect such Account Credentials at its own expense and responsibility.
2. Unless otherwise approved in writing by Skyfall, the Publisher shall not transfer, assign, lease, pledge, or otherwise dispose of its rights to use the Services or its Account Credentials to any third party, whether for value or free of charge.
3. In the event of any actual or suspected compromise, unauthorized access, or leakage of its Account Credentials, the Publisher shall notify Skyfall immediately.
4. Skyfall is entitled to treat any and all acts executed on the System using the Publisher’s Account Credentials as acts performed directly by the Publisher, and the Publisher agrees to be fully bound thereby, except where such unauthorized acts directly result from Skyfall’s willful misconduct or gross negligence.
Section 6. Display and Placement of Advertisements
1. Publishers shall not modify, alter, translate, or otherwise change any Advertisements, ad creatives, link destinations, or other materials provided by Skyfall without Skyfall’s prior written consent.
2. Publishers shall not display Advertisements on any illegal websites, pages that violate public order and morals, or any digital properties categorized as inappropriate by Skyfall.
3. A Publisher may reject or suspend the display of a specific Advertisement if it reasonably determines that such display violates applicable laws in its country of operation or breaches its internal distribution policies; provided, however, that the Publisher shall promptly notify Skyfall of such rejection or suspension together with the specific reasons therefor.
4. If any claim, demand, or dispute arises with a User, Advertiser, or third party out of or in connection with the Publisher’s placement or display methods (including placement locations or display formats), the Publisher shall resolve such matter at its own expense and responsibility and hold Skyfall entirely harmless from and against any and all liabilities, losses, or expenses arising therefrom.
Section 7. Prohibited Activities
1. In connection with the use of the Services, the Publisher shall not engage in, nor permit, assist, or induce any third party to engage in, any of the following activities:
(a) Violating these Terms of Use, the Manuals and Guidelines, or any Individual Agreement executed with Skyfall;
(b) Disrupting, overloading, or interfering with the operation or security of the Services;
(c) Transmitting computer viruses, malware, or other harmful programming code into the System;
(d) Utilizing the Services in a manner or for a purpose other than its intended method or purpose;
(e) Reverse engineering, decompiling, disassembling, or analyzing the System’s software;
(f) Copying, modifying, adapting, creating derivative works of, or incorporating into other software any portion of the System, or disclosing the System’s programs to third parties;
(g) Tampering with or altering any data or metrics accessible through the Services, regardless of whether such data belongs to the Publisher or a third party;
(h) Infringing upon the Intellectual Property Rights (as defined in Section 13.1) or other proprietary rights of Skyfall or any third party;
(i) Violating any applicable local, national, or international laws, regulations, administrative guidance, or regulatory directives (“Applicable Laws”);
(j) Operating or associating with a Publisher Property that contains, promotes, or links to:
i. Infringement of third-party intellectual property rights;
ii. Defamation, libel, or damage to the credit or reputation of third parties;
iii. Violation of third-party privacy, likeness, or other rights;
iv. Non-compliance with Applicable Laws or industry guidelines;
v. Content that portends, promotes, suggests involvement in, or solicits the commission of or involvement in criminal acts;
vi. Discriminatory expressions based on race, gender, creed, religion, or any other status or factor;
vii. Obscene, pornographic, sexually explicit, violent, or graphic content;
viii. Content contrary to public order and morals; or
ix. Content equivalent to any of the foregoing;
(k) Placing links within a Publisher Property that direct Users to external content falling under any sub-items of Section 7.1(j);
(l) Disparaging or damaging the credit or commercial reputation of Skyfall, Advertisers, or third parties;
(m) Impersonating any individual or entity, gaining unauthorized access, or circumventing authentication systems;
(n) Engaging in, attempting, facilitating, encouraging, or condoning Fraud or Invalid Activity (as defined in Section 9), requesting third-party cooperation therewith, or ignoring third-party Fraud;
(o) Any act that undermines the relationship of trust between Skyfall and the Publisher; or
(p) Any other conduct reasonably deemed inappropriate by Skyfall.
2. If the Publisher becomes aware of any actual or potential violation under Section 7.1, it shall notify Skyfall immediately.
3. Skyfall shall have no obligation to monitor or audit any Publisher Property, including any data or content contained therein.
4. If Skyfall or an Advertiser receives any complaint or claim from a third party on grounds such as rights infringement in connection with the operation of a Publisher Property, the Publisher shall resolve such matter at its own cost and responsibility, hold Skyfall and the Advertiser harmless, and fully indemnify Skyfall and the Advertiser for all losses and expenses (including reasonable attorneys’ fees).
Section 8. Payment of Publisher Fees
1. The Publisher Fees payable by Skyfall to the Publisher shall, in principle, be the amount calculated and displayed on the Dashboard; provided, however, that if specific fees are separately agreed upon in writing between Skyfall and the Publisher, the amount determined pursuant to such agreement shall apply and be included in the Publisher Fees.
2. Skyfall shall pay the Publisher Fees accrued by the end of each calendar month within forty (40) days following the last day of that month by wire transfer to a bank account designated by the Publisher. Payments shall be made in U.S. Dollars (USD) for Publishers located outside Japan, and in Japanese Yen (JPY) for Publishers located in Japan, unless otherwise agreed in writing. Skyfall shall bear ordinary bank wire transfer fees.
3. Skyfall’s obligation to pay Publisher Fees for an Advertiser’s Advertisement arises solely when the Publisher places Advertisements through the System, as a result of which a User who viewed such Advertisement is determined to have completed an Action, and Skyfall receives the corresponding Advertising Fees from the Advertiser. If Skyfall fails to collect Advertising Fees from the Advertiser for any reason, Skyfall shall have no obligation to pay Publisher Fees for the corresponding Advertisements. If payment has already been disbursed for any uncollected revenue, Skyfall reserves the right to demand a refund from the Publisher or set off the relevant amount against future payouts.
4. The Publisher shall, at its own cost, report, withhold, and pay all applicable income, corporate, and local taxes, or statutory levies imposed on the Publisher in connection with Publisher Fees. Skyfall shall not be liable for any taxes imposed on the Publisher, unless tax withholding is mandated by Applicable Laws.
5. Where tax withholding or statutory deductions (“Withholding Taxes”) are required under Applicable Laws on payments to the Publisher, Skyfall shall pay the net amount after deducting such Withholding Taxes. Skyfall shall have no obligation to gross up any payments. Upon Skyfall’s request, the Publisher shall furnish required tax documentation, including tax treaty residency certificates (“Tax Documents”), by Skyfall’s specified deadline. If the Publisher fails to submit valid Tax Documents in a timely manner, Skyfall may apply statutory withholding rates rather than reduced treaty rates without liability.
Section 9. Fraud and Invalid Activity
1. Publishers shall not engage in: (a) completing Actions or generating Conversions in a manner that deviates from the intent and purpose of placing Advertisements; (b) falsifying Conversions (including generating artificial traffic, clicks, or impressions through bots, crawlers, or unauthorized tools, concealing Advertisements, or generating leads through mechanisms not approved by Skyfall); or (c) any other activity aimed at fraudulently obtaining Publisher Fees (collectively, “Fraud” or “Invalid Activity”), nor shall Publishers encourage or facilitate such activities.
2. Publishers shall implement reasonable measures to prevent Fraud and Invalid Activity by Users (including duplicate account creation). For the purposes of the Services, all User acts shall be deemed acts of the Publisher, and the Publisher shall remain solely responsible for supervising and controlling User behavior on or within the Publisher Property.
3. If the Publisher discovers the occurrence of, or any act suspected to constitute, Fraud or Invalid Activity committed by itself or a User, it shall notify Skyfall immediately and cooperate in preventing the expansion of damage.
4. If Skyfall identifies actual or reasonably suspected Fraud or Invalid Activity, it may take the following measures to investigate and address the matter. Skyfall shall determine, at its reasonable discretion, whether an act constitutes Fraud or Invalid Activity based on factors such as Advertiser Conversion approvals or rejections, objective tracking data, and industry standards:
(a) Inquiring into facts and requesting status updates from the Publisher;
(b) Withholding or suspending payment of Publisher Fees corresponding to suspected acts pending investigation; and
(c) Suspending placing applicable Advertisements and taking necessary preventive measures.
5. If Skyfall determines that an act constitutes Fraud or Invalid Activity (including User-initiated Fraud or instances where an Advertiser rejects a Conversion or refuses payment due to Fraud), Skyfall shall have no obligation to pay Publisher Fees corresponding to such act and may refuse payment or demand a refund.
6. If Skyfall refuses payment under Section 9.5 for Publisher Fees that have already been disbursed, Skyfall may immediately revoke the Publisher’s entitlement to such fees and demand a retroactive refund. In such case, the Publisher shall promptly refund the specified amount, or Skyfall may offset such amount against future Publisher Fees (regardless of whether such future fees are related to Fraud).
7. If Skyfall determines that Fraud or Invalid Activity resulted from the Publisher’s willful misconduct or gross negligence, the Publisher shall, in addition to refunding all disbursed fees, immediately compensate Skyfall for all investigation costs and resulting damages (including reasonable attorneys’ fees).
Section 10. Subcontracting and Third-Party Networks
1. Publishers shall not subcontract all or part of their obligations or operations under the Services to third parties, including agents or sub-publishers (“Subcontractors”), without Skyfall’s prior written consent. When seeking consent, the Publisher shall disclose the Subcontractor’s identity, contact information, and business details to Skyfall.
2. If subcontracting is approved, the Publisher shall contractually impose obligations on the Subcontractor equivalent to those set forth in the Service Agreement, and shall remain fully responsible for all acts, omissions, or breaches by the Subcontractor as if such acts, omissions, or breaches were performed or engaged in directly by the Publisher.
Section 11. Suspension of Services
1. Skyfall may, without prior notice, suspend or discontinue the Services, stop Advertisement displays on Publisher Properties, or take necessary protective measures if:
(a) The Publisher breaches, or is reasonably suspected of breaching, the provisions under Section 7.1;
(b) System maintenance, inspection, repair, or data updates are required;
(c) Service delivery becomes unfeasible due to telecommunication carrier outages;
(d) Skyfall reasonably determines that an Advertisement conflicts with its advertising guidelines (which may be updated at Skyfall’s discretion);
(e) An Advertiser decides to suspend, cancel, or terminate an Advertising campaign;
(f) A force majeure event occurs, such as fire, power failure, epidemic, act of terrorism, or natural disaster; or
(g) Skyfall otherwise reasonably deems suspension necessary.
2. Skyfall shall have no liability or indemnification obligation for any damages incurred by the Publisher resulting from the suspension or discontinuation of the placement of Advertisements or all or part of the Services under Section 11.1.
Section 12. Warranties and Disclaimers
1. The Services are provided on an “AS IS” and “AS AVAILABLE” basis, and Skyfall makes no warranties of any kind, whether express or implied.
2. Skyfall reviews Advertisements in accordance with its advertising standards and endeavors to maintain service quality and correct system errors; provided, however, that Skyfall makes no warranties regarding:
(a) The usefulness, fitness for a particular purpose, accuracy, or uninterrupted availability of the Services, including that Advertisements will achieve specific view counts or Conversions, that Publishers will receive specific fee amounts, or that Dashboard data is entirely free of Fraud-induced metrics;
(b) Any and all matters relating to Advertisements, including the legality, usefulness, fitness for a particular purpose, accuracy, and completeness of Advertisements, as well as their compliance with applicable advertising regulations (including misleading representation laws in relevant jurisdictions) and Child Protection Laws (including the U.S. Children’s Online Privacy Protection Act [COPPA]);
(c) The legality, safety, or quality of Advertised Products; or
(d) Any and all matters relating to Advertisers, including the legal compliance or business operations conducted by Advertisers.
3. Skyfall shall have no obligation to compensate or indemnify the Publisher for any damages incurred by the Publisher arising out of or in connection with: (i) any issues concerning the legality or propriety of Advertisements (including, without limitation, materials and data used for Advertisements provided by Advertisers) or Advertised Products; (ii) any damage to the brand value of the Publisher or Publisher Properties resulting from placing Advertisements; or (iii) any other matters originating from or related to Advertisements, Advertised Products, or Advertisers.
4. If an Advertiser becomes subject to economic sanctions imposed by the United Nations, Japan, the United States, South Korea, or other governmental authorities, Skyfall may immediately suspend the distribution of Advertisement campaigns pertaining to such Advertiser without prior notice. If Skyfall is unable to collect Advertising Fees from such Advertiser due to sanctions, Skyfall shall have no obligation to pay Publisher Fees for Conversions generated on or after the date such sanction event occurred.
5. If an Advertised Product (such as a mobile application) is removed from app distribution platforms (including Apple App Store or Google Play) due to platform policy changes or other reasons, Skyfall may immediately suspend campaign distribution. Any Conversions (including installs or in-app purchases) recorded after such removal shall become null and void, and Skyfall shall have no obligation to pay Publisher Fees for such Conversions.
Section 13. Intellectual Property Rights
1. All right, title, and interest in and to the System, the Services, software, Manuals and Guidelines, and related technology—including copyrights, patents, trademarks, trade secrets, and other intellectual property rights (“Intellectual Property Rights”)—belong exclusively to Skyfall or its licensors.
2. Except for the explicit, limited right to use the Services granted under the Service Agreement, no license, title, or ownership interest in Skyfall’s Intellectual Property Rights is transferred to the Publisher.
Section 14. Confidentiality
1. Each party (“Recipient”) shall maintain the strict confidentiality of all non-public technical or business information (“Confidential Information”) disclosed by the other party (“Discloser”) under the Service Agreement. The Recipient shall not disclose Confidential Information to any third party during the term of the Service Agreement and for three (3) years following its termination, except to its officers, employees, legal/financial advisors, or approved Subcontractors who are subject to professional or contractual confidentiality obligations (“Permitted Recipients”), nor use it for purposes outside the Service Agreement without the Discloser’s prior written consent.
2. Notwithstanding the foregoing, Confidential Information shall not include information that:
(a) Is or becomes publicly known through no fault or breach of the Recipient;
(b) Was lawfully in the Recipient’s possession prior to disclosure;
(c) Is rightfully received from a third party without confidentiality restrictions; or
(d) Is independently developed by the Recipient without reliance on the Discloser’s Confidential Information.
3. Notwithstanding Section 14.1, Skyfall may disclose Confidential Information to Advertisers and third-party service providers of partners whose cooperation is required for conducting investigations, to the minimum extent necessary for operating the Services, reconciling tracking metrics, providing customer support, or investigating Fraud, and the Publisher hereby consents to such disclosure by Skyfall.
4. Notwithstanding Section 14.1, if the Recipient is legally compelled by court order or regulatory authority to disclose Confidential Information, it may disclose such information to the minimum extent required, provided that (where legally permissible) it gives prompt written notice to the Discloser to enable the Discloser to take protective measures.
5. Each party shall cause its respective Permitted Recipients to comply with the obligation set forth in this Section, and the party that appoints and manages such Permitted Recipients shall remain fully liable for any breach of this Section 14 by its Permitted Recipients.
Section 15. Privacy and Data Protection
1. When handling personal information, personal data, or other information pertaining to Users or other individuals (collectively, “Personal Data”) in connection with the Services, the Publisher shall strictly comply with all applicable data protection and privacy laws (including, without limitation, the Act on the Protection of Personal Information of Japan, the EU General Data Protection Regulation [GDPR], and other applicable international privacy statutes; collectively, “Data Protection Laws”).
2. When the Publisher provides Personal Data (including user identifiers or tracking logs) to Skyfall, or when Skyfall or Advertisers collect Personal Data through Publisher Properties, Skyfall may utilize such data for the purposes of service improvement, analytics, Fraud detection, and service optimization. The Publisher shall, at its own cost, expense, and responsibility, obtain all necessary user consents, publish compliant privacy policies, and provide opt-out mechanisms (collectively, “Clearances”) mandated by applicable Data Protection Laws for data collection, processing, and cross-border transfers.
3. When the execution of a Data Processing Addendum or any other agreement concerning data protection (collectively, “DPA”) is required under applicable Data Protection Laws with respect to the handling of Personal Data in connection with the Services, Skyfall and the Publisher shall enter into a DPA in the form prescribed by Skyfall.
4. If Child Protection Laws apply to a Publisher Property or its distribution territory, the Publisher shall strictly comply with the following:
(a) Ensure the Publisher Property complies with applicable Child Protection Laws as well as the child protection policies of relevant app stores or other distribution platforms;
(b) Refrain from using the Services if the Publisher Property is primarily targeted at or used by children (persons below the statutory age defined under applicable Child Protection Laws);
(c) Refrain from transmitting or providing to Skyfall, or causing any third party to provide to Skyfall, any browsing history, device identifiers, or other personal data obtained from children (“Children’s Data”); and
(d) Implement appropriate control measures to ensure that personalized Advertisements (behavioral Advertisements) based on Children’s Data or other tracking data are not distributed to children.
5. If Children’s Data is transmitted to Skyfall in breach of any of the preceding items by Publisher, Skyfall may, without prior notice, suspend the distribution of Advertisements to such Publisher and take any other measures deemed necessary or appropriate by Skyfall.
6. The Publisher shall resolve, at its own responsibility and expense, any dispute, and shall indemnify, defend, and hold harmless Skyfall from any and all liabilities, losses, or damages (including regulatory fines, administrative surcharges, and monetary penalties imposed by data protection authorities, claims for damages asserted by Data Subjects, reasonable attorney’s fees, and actual out-of-pocket expenses) incurred by Skyfall or any third party arising out of or in connection with the Publisher’s failure to fulfill its obligations or secure Clearances set forth in this Section 15.
Section 16. Trademark Usage
Notwithstanding Section 13, Skyfall may use the names, corporate logos, and trademarks of the Publisher and Publisher Properties solely to the extent necessary for conducting marketing and operational activities related to the Services.
Section 17. Termination
1. Either party may terminate the Service Agreement immediately without demand, notice, or any other procedure if the other party falls under any of the following items. If the party that falls under any of the following items is the Publisher, Skyfall may immediately suspend or discontinue the provision of the Services to the Publisher or stop Advertisements placements on the Publisher Property, or take any other necessary measures:
(a) Provided false or inaccurate information in its Order Form or application for use;
(b) Previously had a contract with Skyfall terminated due to its default;
(c) Breaches, or threatening to breach, any provision of the Service Agreement;
(d) Operates a Publisher Property that is illegal, receives public criticism, or poses a risk of damage or detriment to Skyfall or Advertisers;
(e) Engages in, or is reasonably suspected of engaging in, Fraud or Invalid Activity (including facilitating third-party Fraud);
(f) Fails to respond to communications for fifteen (15) consecutive business days;
(g) Has its business license revoked or suspended by regulatory authorities;
(h) Becomes insolvent, suspend payments, or dishonors commercial bills;
(i) Suffers a material adverse change in creditworthiness;
(j) Becomes subject to compulsory execution, attachment, provisional seizure, or tax delinquency proceedings;
(k) Files for, or has filed against it, bankruptcy, civil rehabilitation, corporate reorganization, or liquidation proceedings;
(l) Adopts a resolution for dissolution or is deemed dissolved;
(m) Encounters an event equivalent to any of the above that threatens its credit or reputation;
(n) Faces natural disasters, labor disputes, or other events that render performance of the Service Agreement difficult;
(o) Commits fraud, defamation, or other acts of bad faith against the other party; or
(p) Has other compelling reasons that make continuation of the Service Agreement unfeasible.
2. Termination under Section 17.1 shall not prejudice the terminating party’s right to claim damages from the defaulting party.
3. If either party falls any of the items under Section 17.1, it shall automatically lose the benefit of time regarding all liabilities owed to the other party and shall immediately settle all outstanding debts in a lump sum.
4. The party effecting termination under Section 17.1 shall have no liability for any consequences or damages incurred by the other party resulting from such termination.
Section 18. Cancellation Without Cause
1. Either party may terminate the Service Agreement without cause during the term of the Service Agreement by providing at least thirty (30) days’ prior written notice to the other party, effective as of the termination date specified in such notice.
2. Neither party shall be liable to the other party for any damages or consequences arising out of or in connection with the termination under Section 18.1.
Section 19. Limitation of Liability and Indemnification
1. If the Publisher causes any damage to Skyfall or any third party (including Advertisers) arising out of or in connection with the Service Agreement, the Publisher shall immediately indemnify Skyfall or such third party for all damages, regardless of whether it is attributable to willful misconduct or negligence.
2. Skyfall shall not be held liable for any damages incurred by the Publisher in connection with the provision, suspension, interruption, or termination of the Services, or any system malfunctions (including, but not limited to, tracking measurement failures, bugs, or server downtime), unless such damages arise from Skyfall’s willful misconduct or gross negligence. Furthermore, even in cases where Skyfall is held liable, such liability shall be limited to damages that were reasonably foreseeable to Skyfall.
3. In the event that Skyfall is held liable to the Publisher (limited strictly to cases where willful misconduct or gross negligence as set forth in the preceding paragraph is established), the cumulative aggregate liability payable by Skyfall to the Publisher, regardless of the cause of action, shall not exceed (i) 10,000 United States Dollars (USD) for Publishers located outside in Japan, or (ii) 1,500,000 Japanese Yen (JPY) for Publishers located in Japan, unless otherwise agreed in writing. In no event shall Skyfall be liable for incidental, indirect, special, punitive, consequential damages, or loss of profits or attorneys’ fees.
4. In the event that any claim, demand, or other dispute is raised against Skyfall by an Advertiser or any other third party due to reasons attributable to the Publisher, the Publisher shall resolve such dispute at its own sole responsibility and expense, and shall fully indemnify and hold harmless Skyfall (including Advertisers) from and against all damages, liabilities, and expenses (including compensation paid to Users or Advertisers, internal labor costs, reasonable attorneys’ fees, and other actual expenses incurred in responding thereto).
Section 20. Force Majeure
Neither party shall be liable for failure or delay in performing its obligations under the Service Agreement, in whole or in part, if such failure arises from causes beyond its reasonable control, including natural disasters, war, acts of terrorism, epidemics, governmental restrictions, economic sanctions, suspension of distribution of Advertised Products or other services or restriction of the Services caused by policy shifts of third parties such as app store platforms, or the occurrence of any other unforeseen events.
Section 21. Amendments to the Service Agreement
1. Skyfall may amend the Service Agreement without the consent of the Publisher in any of the following cases. In such event, Skyfall shall specify the effective date of such amendment and notify the Publishers by posting the details of the amendment on Skyfall’s official website or other websites operated by Skyfall:
(i) The amendment to the Service Agreement is in the general interest of the Publisher; or
(ii) The amendment to the Service Agreement does not contradict the purpose of the Service Agreement and is reasonable in light of the circumstances.
2. In the event of any amendment pursuant to the preceding paragraph, the amended Service Agreement shall become effective as of the designated effective date.
Section 22. Compliance, Anti-Corruption, and Anti-Social Forces
1. Each of the Publisher and Skyfall covenants to the other party that, in performing the Service Agreement, it shall comply with all applicable domestic and international laws, rules, and regulations relating to anti-bribery, anti-corruption, anti-terrorist financing, and anti-money laundering.
2. Each of the Publisher and Skyfall represents and covenants to the other party that neither itself, its officers, nor any person holding substantial control over it is currently designated as, nor will in the future be designated as, a target of economic sanctions by the United Nations, Japan, the United States, South Korea, or any other applicable governmental authorities (“Sanctioned Person”). Furthermore, each party warrants that the performance of the Service Agreement shall not benefit any Sanctioned Person.
3. Each of the Publisher and Skyfall represents and warrants to the other party that neither itself, its officers (referring to directors, executive officers, corporate auditors, or persons holding equivalent positions), nor any person substantially controlling its management currently falls under, nor will in the future fall under, an organized crime group, a member of an organized crime group, a person for whom five (5) years have not elapsed since ceasing to be a member of an organized crime group, an associate member of an organized crime group, an entity related to an organized crime group, a corporate racketeer (Sokaiya), a group engaged in political or social activity racketeering, a specialized crime group, or any other equivalent person or entity (“Anti-Social Forces”), and that it does not and will not have any of the following relationships:
(a) A relationship wherein Anti-Social Forces are deemed to control its management;
(b) A relationship wherein Anti-Social Forces are deemed to be substantially involved in its management;
(c) A relationship wherein it is deemed to be improperly utilizing Anti-Social Forces, such as for the purpose of securing unjust gains for itself or a third party, or for the purpose of inflicting damage on a third party;
(d) A relationship wherein it is deemed to be involved with Anti-Social Forces by providing funds, granting conveniences, or otherwise, knowing that they are Anti-Social Forces; or
(e) A relationship with Anti-Social Forces that is socially objectionable.
4. Each of the Publisher and Skyfall warrants to the other party that it shall not, directly or through a third party, engage in any of the following acts:
(a) Violent demands;
(b) Unreasonable demands exceeding legal responsibility;
(c) Threatening conduct or the use of violence in connection with transactions;
(d) Spreading rumors, utilizing fraudulent means, or using force to damage the credit or interfere with the business of the other party; or
(e) Any other act equivalent to any of the preceding items.
5. Neither the Publisher nor Skyfall shall, directly or indirectly, offer, promise, or grant any money, gift, or any other benefit to public officials (or persons holding equivalent positions) or to the officers or employees of the other party in connection with the Service Agreement for the purpose of securing an improper advantage.
6. If the other party breaches any of Paragraphs 1 through 5 of this Section, either party may immediately terminate all or part of the Service Agreement without demand or any other procedure and may claim damages incurred as a result thereof. In such event, Section 19.3 shall apply mutatis mutandis to Skyfall’s liability to the Publisher.
7. In the event that all or part of the Service Agreement is terminated pursuant to the preceding paragraph, the terminating party shall not be liable to indemnify the breaching party for any damages incurred by the breaching party as a result of such termination.
Section 23. Term
1. The Service Agreement shall remain in effect for a period of one (1) year from the execution date hereof. However, unless either Skyfall or the Publisher provides written notification to the other party of its intention to terminate the Service Agreement at least thirty (30) days prior to the expiration of the current term, the Service Agreement shall be automatically renewed for an additional period of one (1) year under the same terms and conditions, and the same shall apply thereafter.
2. Regardless of the reason, upon any termination or expiration of the Service Agreement, the Publisher shall immediately cease all use of the Services.
Section 24. Effect of Termination
Upon expiration or termination of the Service Agreement, any ongoing campaign or unfulfilled Individual Agreements shall continue to be subject to these Terms of Use until they are fully completed or settled.
Section 25. Survival
Even after the termination of the Service Agreement, regardless of the reason or whether by cancellation or otherwise, the provisions of Section 9, Section 11.2, Section 12, Section 13, Section 14, Section 15, Section 17.2, Section 17.4, Section 18.2, Section 19, Section 20, Section 22.6, Section 22.7, Section 25 through Section 29 shall remain in full force and effect.
Section 26. Assignment
Neither party may assign, transfer, or otherwise dispose of, in whole or in part, its contractual rights or obligations arising from the Service Agreement to any third party without prior written consent of the other party. Notwithstanding the foregoing, Skyfall may, without obtaining the prior consent of the Publisher, assign or transfer its status under the Service Agreement to an affiliate of Skyfall (meaning a parent company, subsidiary, or affiliates of Skyfall, or a company under common control with Skyfall) in connection with any change in the providing entity of the Services or for any other operational reasons.
Section 27. Severability
If any provision of the Service Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not affect the remaining provisions, which shall remain in full force to the maximum extent permitted by law.
Section 28. Good-Faith Consultation
Any matters not provided for in the Service Agreement or these Terms of Use, or any doubts or disputes arising between the parties concerning the interpretation hereof, shall be resolved through good-faith consultation between Skyfall and the Publisher.
Section 29. Governing Law and Jurisdiction
1. The Service Agreement shall be governed by and construed in accordance with the laws of Japan.
2. Any dispute arising out of or in connection with the Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court (or Tokyo Summary Court, depending on monetary claim value) as the court of first instance.
3. Unless otherwise explicitly agreed upon in the Special Terms and Conditions of Order Form or any other Individual Agreement between the parties, the official controlling text of these Terms of Use shall be as follows:
(i) For Publishers located in Japan, the Japanese-language version of these Terms of Use shall be the official controlling text, and in the event of any conflict between translated versions and the Japanese original, the Japanese text shall prevail; and
(ii) For Publishers located outside Japan, this English-language version of these Terms of Use shall be the official controlling text.
I. SUPPLEMENTARY TERMS FOR OFFERWALLS
Section 1. Purpose and Scope
These Supplementary Terms for Offerwalls set forth specific conditions applicable when a Publisher directly integrates and displays dedicated web pages or screens provided by Skyfall (“Offerwalls”) within its Publisher Property to present a consolidated list of Advertisements. These terms form an integral part of the Terms of Use.
Section 2. Implementation and Operation
1. The Publisher shall utilize the Services in accordance with standard operating procedures, using computer terminals, telecommunication lines, equipment, and environment that satisfy the specifications and operating requirements prescribed by Skyfall.
2. The Publisher hereby consents to the placement of Advertisements on the advertisement pages integrated into the media owned or operated by the Publisher (provided, however, that if specific Publisher Properties are designated in the Order Form pursuant to Section 3.1 or in a separate agreement with Skyfall, limited to such designated Publisher Property) through the System, and grants Skyfall all necessary authority required for such purpose.
3. The Publisher shall properly implement inside the Publisher Properties a link to the Offerwall URL, or the integration of dedicated screens designated by Skyfall, in accordance with Manuals and Guidelines separately provided by Skyfall. Furthermore, during the term of the Service Agreement, the Publisher shall maintain the necessary environment for Skyfall to place Advertisements within the Publisher Properties through the System; provided, however, that this shall not apply if any failure to maintain such environment is due to reasons not attributable to the Publisher.
4. Skyfall shall have the sole discretion to select and determine the Advertisements to be displayed on the advertisement pages within the Publisher Properties, their display order, and the payout terms; provided, however, that prior to displaying any such Advertisement, Skyfall shall verify whether the Advertisement complies with Skyfall’s advertising standards.
5. Advertisers shall be obligated to pay Advertising Fees only if it is objectively determined that a User has completed the prescribed Action through the System. The Publisher hereby acknowledges and agrees in advance that the determination of whether an Action has been completed shall be conducted either through automated processing within the System or through verification procedures performed by the Advertiser.
Section 3. Reward Distribution
1. Upon receipt of an automated Conversion completion notice (“Callback” or “Conversion Notification”) from Skyfall, the Publisher shall, at its sole responsibility, promptly grant the participating User with the predetermined Reward (e.g., reward points or in-game items).
2. For the purposes of the preceding paragraph, a “Callback” or “Conversion Notification” means a server-to-server data transmission sent automatically by Skyfall to the Publisher’s server confirming that a User has completed an Action. The Publisher shall process Reward distribution immediately upon Callback receipt.
II. SUPPLEMENTARY TERMS FOR STATIC API
Section 1. Purpose and Scope
These Supplementary Terms for Static API set forth specific conditions applicable when a Publisher retrieves Advertising data via Skyfall’s application programming interface (“Static API”) and displays Advertisements within ad interfaces independently designed and built by the Publisher. These terms form an integral part of the Terms of Use.
Section 2. API License Grant
1. Skyfall grants the Publisher a limited, non-exclusive, non-transferable license to access and use the Static API solely for operating the Services in accordance with the Manuals and Guidelines.
2. The Publisher shall strictly protect API keys and authentication credentials issued by Skyfall and shall not disclose or transfer them to any third parties.
Section 3. Data Synchronization and Outdated Inventory
1. The Publisher shall periodically retrieve and synchronize Advertisement data at the frequencies and in the manner designated by Skyfall, and shall reflect the latest Advertisement distribution status (including, without limitation, suspension instructions and changes to terms or conditions) within the Publisher Properties without delay.
2. If any dispute or trouble arises, or if any claim or demand is received from an Advertiser or a third party, due to the Publisher’s failure to perform the data synchronization set forth in the preceding paragraph, or due to a system bug or defect on the Publisher’s side resulting in the continued display of Advertisements that have already been suspended or payouts under unamended terms, the Publisher shall resolve such matter entirely at its own cost and responsibility. Skyfall shall have no responsibility, compensation, or liability for damages whatsoever in connection therewith.
Section 4. Interface Implementation and Attribution Tracking
1. The Publisher shall, at its own responsibility, implement and operate the display screens using the Advertisement data retrieved from the Static API. If any dispute arises with a User or any other third party arising out of or in connection with the design, behavior, or misdisplay of such screens, the Publisher shall resolve such dispute at its own cost and responsibility, and shall hold Skyfall harmless from any and all damages.
2. The Publisher shall ensure that, upon a User’s click on an Advertisement, the User is routed to the final destination URL via the redirect URL designated by Skyfall. If conversion tracking is not properly executed due to a failure in the redirect process, missing parameters, session interruption, or any other technical issue, Skyfall shall owe no obligation whatsoever to warrant or remedy such advertising Conversions.
3. The Publisher shall, in principle, act as the primary contact channel for handling inquiries from Users regarding ungranted rewards, system defects, or related matters. Where confirmation or detailed investigation of Conversion measurement status is required, Skyfall shall separately provide cooperation and support to the Publisher.
Last updated: October 1, 2026