Article 1. Purpose

The purpose of these Terms of Service is to define the basic agreement and terms and conditions for the use by you of the Service provided and operated by MICROAD, Inc (hereinafter “MICROAD”).

Article 2. Definitions

The terms used in these Terms of Service have the following meanings:

1. 1. “Media” means a websites or applications.
2. 2. “Your Media” means the Media that you applied for the use of this Service and MICROAD have accepted it. In addition, the advertisement insertion space on Your Media is referred to as this Advertisement Space.
3. 3. “Service” means the advertisement delivery and management system named MICROAD COMPASS operated and managed by MICROAD. You can use this Service to distribute advertisement to Advertisement Space through an advertisement services operated by MICROAD and the other advertise operated by third parties (herinafter referred to as “Affiliated Business Partner”.
4. 4. “User” means, whether a legal entity or a natural person, any person eligible to be targeted for advertisements that use Your Media.
5. 5. “Ad Placement Fees” means any fee paid by MICROAD to you for the placement into advertising space provided by you, which is calculated based on the basic unit price fixed in advance through separate consultation.

Article 3. Application of Service

1. 1. You shall follow the application procedures by completing the request form for Screening on the COMPASS Site (https://www.microad.co.jp/contact/compass.html) and clicking the Submit button after the agreement on all provisions of these Terms of Service.
2. 2. After receiving the application, MICROAD judges acceptance or non-acceptance of the agreement, and notified the results of the examination by e-mail or other methods specified by MICROAD. Upon acceptance of the application by MICROAD, the agreement of the Service (hereinafter “Agreement”) based on this Terms of Service is established.
3. 3. After the Agreement is established, MICROAD will issue an advertisement delivery tag or SDK dedicated to this advertisement and you shall install these issued tag and SDK.
4. 4. You shall guarantee that you have the authority necessary for application of the Service and performance of this Agreement (if you are not the owner of Your Media, you shall guarantee the necessary rights are granted from the owner of Your Media).
5. 5. You shall comply with the Act on the Protection of Personal Information in Japan and other applicable related laws and regulations, and shall establish an opt-out link so that Users can refuse to receive advertisements through this Services.
6. 6. In the event of discontinuation of the Your Media due to unavoidable circumstances including, without limitation, periodic inspection and maintenance, you shall notify MICROAD thereof in advance; provided, however, in the event of any of the following urgent cases, you may discontinue or suspend the Internet delivery of Media without giving notice to MICROAD:
   1. (1) The need arises to urgently maintain, inspect, or renew the system for Media;
   2. (2) It is found impossible to continue the operation of Media due to acts of God, wars, labor disputes or another force majeure; or
   3. (3) You find it necessary to suspend the operation of Media temporarily and urgently from an operational or a technical perspective.

Article 4. Services of MICROAD

1. 1. Upon completion of the application procedures set forth in Article 3, MICROAD shall give IDs and passwords for management portal required to use the Service.
2. 2. MICROAD shall manage and maintain the system related to this Service so that the functions of this service are provided properly.

Article 5. Selection and Suspension of Advertising

1. 1. For the placement of an advertisement into Media, if you find the contents of delivery inappropriate by your own standards, you may designate and reject the relevant appeal from management portal.
2. 2. In the event that the use of this Service interferes with the operation of Your Media and this Advertisement Space, or if there is a possibility of it, you can stop or cancel using this Service upon giving prior notice to MICROAD.

Article 6. Effective impressions

1. 1. The number of effective impressions is determined based on the system of this Service and/or the aggregate value judged by the Affiliated Business Partner.
2. 2. In the case MICROAD judges based on reasonable grounds that an event as specified below occurs, MICROAD shall not pay the Ad Placement Fee to you.
   1. (1) you repeat an advertisement request by using yourself or a third party
   2. (2) an advertisement request is made by a bot or other automatic or mechanical means
   3. (3) an advertisement request is made by a method contrary to the intention of the User or a method not allowed to be recognized by the User
   4. (4) the aggregate value on the system is altered by an unauthorized program
   5. (5) in the case MICROAD judges that unauthorized act according to (1) to (2) above has been carried out.
3. 3. In the case MICROAD have already paid the Ad Placement Fees for the event in 6.2 above, MICROAD can make a request for refund of the Ad Placement Fees. In addition, in case Affiliated Business Partner refuses to pay the fee to MICROAD or requests refund for reasons corresponding to the reasons of 6.2 above, MICROAD can also refuse payment or request refund for you as well.

Article 7. Prohibitions

1. 1. You shall not post the following contents on Your Media.
   1. (1) contents that violate the law, court verdicts, resolutions or orders, or administrative measures
   2. (2) contents that infringe intellectual property rights, such as copyrights, trademarks, and patent, fame, privacy, and other rights of MICROAD and/or a third party granted by the law or contract.
   3. (3) contents that slander and/or discriminate others and hurt other’s honor
   4. (4) contents including explicit sexual expression
   5. (5) contents including remarkably violent, idiotic, cruel expression
   6. (6) contents that beautify, recommend, encourage criminal or other law violation conduct
   7. (7) contents that excessively arise the passion for gambling and speculation
   8. (8) contents that confuse User due to unclear purpose
   9. (9) contents that may hinder public order or customs
   10. (10) other contents that MICROAD judges as equivalent to preceding items based on reasonable grounds
2. 2. You shall not have the following features in Your Media.
   1. (1) there are scarce original contents, mostly advertisements and links
   2. (2) there is hidden text, links, advertisements
   3. (3) there is a function that downloads or executes some software without User’s prior consent
   4. (4) there is a function that induces erroneous operation by User, or perform operations contrary to the intention of User
   5. (5) there is a function that may adversely affect MICROAD’s system
   6. (6) other features that MICROAD judges as equivalent to preceding items based on reasonable grounds
3. 3. You shall not use this Service to place advertisements into any space other than the Advertisement Space approved and designated by MICROAD.
4. 4. You shall neither alter any tags or SDK for advertisement delivery that is acquired through the Service, nor cause any third party to use, or loan or transfer, the same to any third party without permission.
5. 5. If you breach this Article, MICROAD may immediately suspend any placement, and the obligation to pay the Ad Placement Fee charged in connection with the breach shall be extinguished. Further, even if MICROAD has already completed payment of the Ad Placement Fee to you, MICROAD may retroactively demand the refund thereof. In addition, in case Affiliated Business Partner refuses to pay the fee to MICROAD or requests refund for reasons corresponding to the reasons of 7.1 and 7.2, MICROAD can also refuse payment or request refund for you as well.

Article 8. Disclaimer

With respect to the use of the Service by you, MICROAD shall be exempted from responsibility for any damage caused:

1. (1) to you and any third party using the Service other than the advertisements owned by MICROAD;
2. (2) by the malfunctions of the placement server or system due to force majeure including, without limitation, fire, power failure, and acts of God, unrestricted access from outside, or any other things beyond the reasonable control of MICROAD that is not preventable with the due care of a prudent manager; and
3. (3) by any failure including, without limitation, defects and errors in any system for the Service, which is removed within seventy-two (72) hours.

Article 9. Handling of Acquired Information

MICROAD may acquire and use information of User including, without limitation, IDFA, AAID, model information, user agent, Cookies, IP addresses (including location information) and of the User, and the history of visits to Media, and you give consent to such matters.

Article 10. Use of Trademarks

1. 1. Either party may hereby use the name, trademarks and other marks of the other party (hereinafter “Trademarks”) for explanation and introduction of each business and service
2. 2. Irrespective of the consent pursuant to Article 10.1, neither party may use Trademarks for its own business activities on or after the completion of the Service.

Article 11. Ad Placement Fee

MICROAD shall give notice of Ad Placement Fees by the method of appearing on any management portal provided to you. However, the Ad Placement Fees posted on the management portal are provisional values, and the amount of the final Ad Placement Fee is notified to you once a month with payment advice sent from MICROAD to you. There is a possibility that the amount on the management portal and the amount in the payment notification may differ due to time differences until the actual results are reflected, differences in the base date of the exchange rate between the MICROAD and the affiliated business when the affiliated business is an overseas business, correction of results judged as inappropriate ad displays, and other factors.

Article 12. Payment

1. 1. MICROAD shall calculate monthly Ad Placement Fees by closing accounts at the end of each month (hereinafter “Closing Day”), set the actual payment amount (hereinafter “Payment Amount”), and give payment advice to you by E-mail not later than the 10th business day of the following month. For the sake of clarity, any fraction less than a Japanese yen (¥1) of such Payment Amount shall be rounded down.
2. 2. Notwithstanding Article 12.1, if the cumulative Payment Amount is less than eight thousand Japanese yen (¥8,000) (consumption tax excluded), MICROAD may reschedule the payment thereof to the subsequent months.
3. 3. MICROAD shall pay any amount shown in the payment advice set forth in this Article, by means of wire transfer to the bank account designated by you, not later than the end of second month after the Closing Day, or the end of the month after the next month when such cumulative amount reaches eight thousand Japanese yen (¥8,000) (consumption tax excluded) or more in the event of Article 12.2. For the sake of clarity, any transfer fee shall be borne by MICROAD.
4. 4. If the outstanding cumulative Payment Amount is less than eight thousand Japanese yen (¥8,000) (consumption tax excluded) upon cancellation or termination of this Agreement, the right of you to claim such Payment Amount shall be extinguished. Further, in the event of any additional Payment Amount after the extinguishment of such right to claim, the extinguished right to claim Payment Amount shall not be recovered.

Article 13. Duty to Give Notice

In the event of any of the following facts, you shall promptly notify MICROAD thereof, either by E-mail or in writing:

1. (1) Change of trade name;
2. (2) Relocation of the head office, principal office, or contact address;
3. (3) Change of the representative director; or
4. (4) Transfer of business, merger, or reorganization.

Article 14. Termination of Service

1. 1. You may terminate the Service by following the procedures established by MICROAD at least one (1) month prior to the date of termination.
2. 2. If there are any outstanding obligations upon termination of the Service, these Terms of Service shall apply until the completion of the performance of such obligations.

Article 15. Confidentiality

1. 1. Neither party may divulge to any third party any business or technical confidential information of the other party acquired from the performance of this Agreement, which falls under the following items (hereinafter “Confidential Information”), or use the same for any purpose other than these Terms of Service not only during the effective period of the use of the Service but also thereafter:
   1. (1) Information disclosed in a tangible form including, without limitation, documents, charts and drawings, and other relevant documents that are clearly marked confidential; or
   2. (2) Information announced to the effect of confidentiality and disclosed orally or otherwise in an intangible form, which is disclosed in writing expressly to the effect of confidentiality within fourteen (14) days after such disclosure.
2. 2. Notwithstanding the provisions of Article 15.1, Confidential Information shall not include any of the following information that:
   1. (1) is already publicly known at the time of the disclosure or becomes publicly known through no fault of the disclosed party on or after the disclosure;
   2. (2) is already possessed by the disclosed party at the time of the disclosure;
   3. (3) is duly acquired by the disclosed party from any third party on or after the disclosure without assuming any obligation of confidentiality;
   4. (4) is developed independently by the disclosed party, whether before or after the disclosure, without reference to any information provided by the disclosing party;
   5. (5) is obliged to be disclosed under laws and regulations or by order of the government or a court; or
   6. (6) is disclosed to any third party, which is approved in advance by both you and MICROD.
3. 3. Neither party may issue a press release as to, or release, the Service without the prior consent of both parties.
4. 4. You and MICROAD shall be obligated to ensure that their own employees comply with the provisions of this Article.

Article 16. Exclusion of Anti-Social Forces

1. 1. You and MICROAD represent and warrant to the each other that it, its directors, officers, employees and substantial controllers are not crime syndicates, member of crime syndicates, crime syndicates -related companies or associations, corporate racketeer or any other anti-social forces (hereinafter “Anti-Social Forces”) and do not apply to any of the following items and guarantees that it will not apply in the future.
   1. (1) having a relationship that is deemed to be using Anti-Social Forces
   2. (2) having a relationship that is deemed to provide money to Anti-Social Forces and/or convenience
   3. (3) other relationship that was not appropriate
2. 2. You and MICROAD represent and warrant to the each other that will not conduct the following items or let others do.
   1. (1) violent demanding act
   2. (2) unreasonable request act
   3. (3) threatening and violent act
   4. (4) act of dissemination the rumor, damaging the other party’s trust by using counterfeit or power, or interfering with the other’s business
   5. (5) other acts pursuant to the preceding items
3. 3. In the case the other party violates Article 16.1 to 16.2, You and MICROAD may immediately terminate this Agreement without any request or other procedure and make a claim for damages. By terminating all or part of this Agreement pursuant to this provision, even if there is any damage to the other party, you or MICROAD shall not be obligated to compensate it.

Article 17. Termination of Agreement

1. 1. You or MICROAD may immediately terminate this Agreement, in whole or in part, without any notice if the other party:
   1. (1) breaches any provision of these Terms of Service;
   2. (2) files, or there is filed against it, a petition for the commencement of bankruptcy, civil rehabilitation (minji saisei), corporate reorganization (kaisha kousei), special liquidation (tokubetsu seisan), special conciliation (tokutei choutei) proceedings, or preservative proceedings therefor;
   3. (3) is subjected to dishonor of a bill or a check drawn to self;
   4. (4) is subjected to disposition of assets for delinquent taxes and other public charges;
   5. (5) is found to have caused grave uncertainty over its credit standing including, without limitation, issuance of notice of voluntary liquidation; or
2. 2. If you or MICROAD terminates these Terms of Service, in whole or in part, pursuant to the provisions of Article 17.1, such party may not be precluded from claiming compensation from the other party for any damage suffered.

Article 18. Damages

The liability for damages assumed by MICROAD under this Agreement shall be limited to one (1) month’s fee incurred in the month preceding the month when such damage is caused. Further, MICROAD shall assume no responsibility for any damage caused as a result of advertisement delivery accompanying the provision of the Service including, without limitation, loss of profit and harmful rumors.

Article 19. Non-assignment of Rights or Obligations

Neither party may, without the prior written consent of the other party, assign to any third party, mortgage, or cause any third party to succeed to (except the event such party automatically succeeds thereto under the law) any right or obligation hereunder.

Article 20. Modification of Terms of Service

MICROAD may modify these Terms of Service, from time to time, without the consent of you, and the terms and conditions of application with you shall, each time, follow the latest Terms of Service. In the event of any modification of these Terms of Service, MICROAD shall notify you thereof in the prescribed manner of MICROAD at least two (2) weeks before the new Terms of Service come into effect. In the case that you use the Service on or after notice of the details of modification or fails to follow the procedures for termination of application of the Service within the period of time determined by MICROAD, it is deemed to have consented to the modification of the terms and conditions of these Terms of Service.

Article 21. Matters for Consultation

Any doubt as to these Terms of Service and any matter not provided for herein shall be settled through mutual consultation between the parties.

Article 22. Jurisdiction

Tokyo District Court shall have competent and exclusive jurisdiction as the court of first instance over any lawsuit arising as to this Agreement between you and MICROAD.

Article 23. Governing Law

All the matters concerning these Terms of Service and use of the Service shall be governed by and construed and interpreted under the laws of Japan.