SKYFLAG Terms of Use (For Advertisers)

1. The Terms of Use (hereinafter referred to as the "Terms") stipulates the conditions for use of the advertising system "SKYFLAG" (hereinafter referred to as the "Service") developed and provided by Skyfall Inc. (hereinafter referred to as the "Company").

2. The rules and manuals that the Company separately stipulate the details of the conditions for use of the Service shall be applied together with the Terms.

3. Details of the contents and provision conditions of the Service shall be stipulated in the Terms, and shall be separately stipulated in the basic agreement and individual agreement stipulated in Articles 2, 3 and 6 of the Terms.

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) "Master Agreement"
"Master Agreement" refers to the agreement of use for the Service entered into between Skyfall and Advertiser under the agreement conditions of the Terms of Use.

(3) "Individual Agreement"
"Individual Agreement" refers to the agreement effected when Advertiser applies for an individual advertisement based on the Master Agreement and Skyfall approves it.

(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.

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

2. There may be cases in which the application may not be accepted if Skyfall judges that Advertiser falls into any of the followings:
(1)Advertiser 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) Advertiser 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.
(4) Skyfall determines reasonably that the ads Advertiser conducts is inadequate.

3. If Advertiser 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 Advertiser or a third party.

1. Advertiser 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 Advertiser's breach of the notification obligation set above, it shall be deemed to have arrived at the time when it normally arrives.

1.Advertiser 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.

2.Advertiser shall be liable for any damages caused by violating the preceding paragraph.

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

Skyfall may change or modify advertising contents to the extent necessary to provide the Service, and Advertiser shall not exercise any moral rights of the author or file an objection.

1. Approval of Deliverables shall be basically automatic. The number of Deliverables shall be displayed on the management page of each Advertiser.

2. If Advertiser chooses manual approval, Advertiser shall manually approve or deny each of the Deliverables by the designated date on the Individual Agreement.

3. In case Advertiser fails to approve nor deny by the designated date on Individual Agreement, the Deliverable shall be deemed to have been approved after 7(seven) days from the designated date; provided, however, the clause above shall not be applied if Advertiser notifies Skyfall in advance.

4. If Advertiser denies any of the Deliverables, Advertiser shall disclose the reason at the request of Skyfall, and the parties shall discuss in good faith about the treatment of such Deliverable.

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

1. Advertiser 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. Advertiser shall not use advertising materials that includes contents of each of the followings, or 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) Contents or acts that may potentially damage honor or credibility of Skyfall or a third party.
(3) Contents or acts that may infringe the privacy, portrait rights, and other rights of a third party.
(4) Contents or acts that may violate any laws (including Act against Unjustifiable Premiums and Misleading Representations, Pharmaceutical and Medical Device Law, but not limited to),regulations, government/ministerial ordinances, rules, guidelines, or rules of self-regulatory organizations.
(5) Contents or acts that indicate or promote announcement, involvement, or promotion of crimes.
(6) Contents or acts that display racial, gender, creed, or religional discrimination.
(7) Contents or acts that are relevant to radical pornography or child pornography, sexual expression, violent expression, or cruelty.
(8) Displaying contents offensive to public policy and morals.
(9) Contents or acts that Skyfall determines that they may violate any of the preceding items.
(10) Other acts that Skyfall reasonably deems as disqualified.

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

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

Skyfall may suspend or discontinue all or part of the Service without notifying Advertiser upon any of the following items:
(1) In case Advertiser 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, Advertiser 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. Advertiser accepts that Skyfall does not guarantee positive results upon the results of sales, downloads, clicks, users by Advertising Campaigns conducted.

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

Article 15 (Non-Warranty and Disclaimer), this Article, and Article 18 (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.