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Membership Agreement for Partner Members of i-mobile Ad Network and maio (the “Agreement”)

Section 1Main Provisions of the Agreement

Article 1Definitions

  1. “i-mobile Service” means the advertisement distribution service (i-mobile Ad Network, maio, and out-stream video ads) provided by i-mobile Co., Ltd. (the “Company,” and such service, “the Company’s Service”) for the purpose of the Company having Visitors who visit Media  operated by Partner Members move to websites and applications operated/managed by Advertising Members, by means of the Company posting advertising materials and videos provided by Advertising Members on such Media, and (i) with regard to advertising materials, having the Visitors browse and click the advertising materials, or (ii) with regard to videos, having the Visitors watch, or complete watching, the videos.
  2. “Media” means the media (such as websites, applications, and e-mail magazines operated by Partner Members on which they post advertising materials and videos) on which the Company posts advertising materials and videos of Advertising Members through the Company’s Service or Alliance Services.
  3. “Media Representative” means an individual, entity, or organization who/which coordinates Partner Members.
  4. “Partner Member” means an individual, entity, or organization whose membership application has been approved during the Company’s application screening and operates Media on which Advertising Members post advertising materials.
  5. “Advertising Member” means an individual, entity, or organization who/which provides advertising materials to be posted on Media and orders advertising distribution.
  6. “Alliance Company” means an entity other than the Company which operates services such as DSP, ad network(s), ad exchange(s), and header bidding solutions working with the Company’s Service provided by the Company in the context of advertising distribution
  7. “Alliance Services” means services such as DSP, ad networks, ad exchanges, and header bidding solutions working with the Company’s Service provided by the Company in the context of advertising distribution provided by the Company.
  8. “Service” collectively means a service through which the Company posts advertisements on Media operated by Partner Members in the Company’s Service (as defined in paragraph 1.1 above) and the Alliance Services (as defined in paragraph 1.7 above).
  9. “Visitor” means a user who moves from Media to one or more websites and applications operated/managed by Advertising Members by browsing or clicking the advertising materials provided by Advertising Members and posted on such Media through the Company’s Service or the Alliance Services. However, Visitors exclude bots, meta spiders, macro programs, and other clicks which are mechanically made.
  10. “Advertising Result” means the successful achievement of the conditions subject to which Advertising Members are obliged to pay advertisement placement fees, by means of Advertising Members displaying to users advertising materials provided to the Company’s Service or the Alliance Services, and users clicking on the materials or watching, or completing watching, videos.
  11. “Success Fee” means the consideration to be paid by the Company to Partner Members concerning the achievement of Advertising Results as set forth in the Company’s Service or the Alliance Services. The conditions subject to which Advertising Members are obliged to pay Success Fees shall be determined by the Company, the Alliance Company, and the relevant Advertising Members. The Success Fee is displayed on the management screen as “Revenue .”

Article 2Applicability of the Agreement

The Agreement shall apply to the member registration procedures for Partner Members (including Media Representatives) and any and all Services. In addition, Media Representatives shall cause their business partners to comply with the same terms as the Agreement except for the articles relating to payment.

Article 3Member Registration Procedures

  1. Membership application
    A person who intends to become a Partner Member of the Service shall complete an application by providing the Company with the required information in the manner determined by the Company, after agreeing to comply with the Agreement.
  2. Application screening
    The Company may deny an application in any of the following circumstances. The Company shall not be obliged to explain the details and basis for the Company’s decision to deny an application.
    1. If there is any false or incorrect entry, or erroneous omission, with respect to matters declared on the application form;
    2. If the applicant was forced to withdraw as a member of one or more of the services provided by the Company in the past;
    3. If the applicant does not qualify to become a member, as set forth in the Agreement;
    4. If a risk that could significantly interfere with the operations or technology of the Company exists;
    5. If the member registration procedures are conducted by proxy;
    6. If there is a risk that the applicant could fall within any of the prohibited matters set forth in the Agreement; or
    7. If the Company otherwise determines that it is inappropriate for the applicant to be registered as a Partner Member.
  3. Acquisition of membership qualification
    The Company shall conduct an application screening based on the information provided by an applicant who intends to become a Partner Member at the time of the applicant’s registration, and determine whether it is appropriate for the applicant to be registered as a Partner Member. An applicant who intends to become a Partner Member shall qualify as a Partner Member on the date when the Company notifies the relevant applicant that the Company approves the applicant’s membership. In addition, Partner Members shall be liable for all damages resulting from false declarations made at the time of the applicant’s registration(s) and/or changes made to the applicant’s information after the Company’s approval of their membership without going through the relevant procedures set forth in the Agreement.

Article 4Membership Qualification

  1. An applicant must satisfy all of the following in order to acquire and maintain qualification as a Partner Member:
    1. Media operated by the applicant does not constitute any of the following
      1. Media that violates laws, including media that violates public order and morals;
      2. With regard to i-mobile Ad Network, media that grants incentives (including without limitation the applicant’s own points or clickbait, etc.) to Visitors as consideration for their actions, such as clicking advertisements on Media and applying for memberships ("Incentive media") and other media determined by the Company to be equivalent to incentive media; or
      3. Media which the Company determines has no purpose other than clickbait.
    2. The operator of media is eighteen years of age or older;
    3. No false information is provided at the time of the applicant’s application;
    4. The applicant agrees to comply with the agreements for the Company’s Service and the Alliance Services, and with advertising distributions by the Company’s Service and the Alliance Services;
    5. The applicant ensures that advertisement providers are (i) advertisers who distribute advertisements through the Company or an Alliance Company, or (ii) an advertising agency to which such advertiser entrusts its advertising distribution.
    6. No false data or information is provided to the Service after the Partner Member’s registration;
    7. The applicant communicates with the Company in a civil and professional manner;
    8. The applicant has an account with at least one financial institution in the name of the Partner Member;
    9. The applicant agrees to the Company’s privacy policy;
    10. When the Company provides the Service, the applicant collects and uses the information regarding Visitors for purposes of distributing optimal advertisements to Visitors, measuring the effectiveness of advertisements, and addressing fraudulent clicks in a manner that ensures the applicant does not identify any specific individual(s). In addition, the collection and usage of the information above is conducted in accordance with the Company’s policy for handling behavioral history information, etc., and includes actions by an Alliance Company that provides Alliance Services; and
    11. With regard to behavioral history information mentioned in the previous item, the applicant ensures that Visitors can make any identification of the relevant Visitor void, at the Company’s opt-out website.
  2. Notwithstanding item (1) of the preceding paragraph, with respect to incentive media and other media that the Company determines is equivalent to incentive media, only a Partner Member that has obtained special permission from the Company and registered on the Partner Member registration screen may operate such media.

Article 5Elimination of Antisocial Forces

  1. As of the date of application for a partner membership, if a Partner Member (or, in cases where a Partner Member is an entity, the representatives, officers, or persons who substantially control the management of such Partner Member), or such Partner Member’s agents or intermediaries are or are found: (i) to be antisocial forces (meaning an organized crime group, a member of an organized crime group, a person who has ceased to be a member of an organized crime group within the past five years, a quasi member of an organized crime group, a company related to an organized crime group, a sokaiya [corporate racketeers, corporate extortionists and other persons who may engage in violent or illegal activities or the like, seeking improper revenue from corporations and the like, and who threaten(s) the safety of civil life], a shakai undo to hyobo goro [social/political movement racketeers and other persons who may engage in violent or illegal activities or the like, seeking improper revenue by pretending to engage in or professing to advocate a social or political movement, and who threaten(s) the safety of civil life], a tokushu chino boryoku shudan, etc. [special intellectual criminal organizations and other persons operating under the background of a relationship with a criminal organization, using the organization’s power, or having a financial connection with a criminal organization, that serves as the core of structural justice], etc. or are otherwise equivalent thereto, or (ii) have any of the following relationships, the Company may cause the relevant Partner Member to withdraw from membership immediately and without notice:
    1. Antisocial forces control their management;
    2. Antisocial forces are substantially involved in their management;
    3. They unreasonably use antisocial forces for the purpose of improperly benefiting themselves, their company, or a third party, or causing damage to a third party;
    4. They are involved with antisocial forces, by providing funds or offering facilities to them; or
    5. Their officers or persons who are substantially involved in their management have a relationship with antisocial forces in a socially reprehensible manner.
  2. In the event that a Partner Member conducts any of the following, either acting on its own accord or through a third party, the Company may cause the Partner Member to withdraw from membership immediately and without notice:
    1. Violent, demanding actions;
    2. Unreasonably demanding actions beyond their legal responsibility;
    3. Actions using threatening behavior or words or using violence for transactions;
    4. Actions that disregard the Company’s credibility or hinder the Company’s business operations by disseminating a rumor, or using false statements or power; or
    5. Other actions equivalent to (1) through (4) above.
  3. The Company shall not be liable for damages even if a Partner Member is damaged as a result of the Company causing the Partner Member to withdraw from membership pursuant to the preceding two paragraphs. If any of the foregoing causes any damages to the Company, the Partner Member shall indemnify the Company for all such damage(s).

Article 6Issuance and Management of ID and Password

  1. The Company shall grant login information to the Partner Member and set up an administration page for the exclusive use by the Partner Member after completion of the member registration procedures.
  2. The Partner Member shall, at its own responsibility, strictly manage the login information. The Partner Member shall assume full responsibility in the event that the login information is used by a third party or any damage is incurred because of the Partner Member’s failure to manage the login information.
  3. If the login information becomes known to a third party or if it is suspected that the login information is being used by a third party, the Partner Member shall immediately notify the Company of such occurrence and shall follow the instructions of the Company, if any.

Article 7Changes to Registered Information

  1. If there are any changes to the information registered by the Partner Member in the member registration procedures (collectively, “Registered Information,” which means information regarding the Partner Member, and names and URLs of websites or applications), the Partner Member shall promptly register such changes pursuant to the procedures separately set forth by the Company.
  2. If the Partner Member registers a change of registered information regarding Media operated by the Partner Member, the Partner Member shall be re-screened by the Company to determine whether such Media is appropriate for the posting of advertisements.
  3. The Company shall not be liable for any damage incurred by the Partner Member due to the failure to register any change(s).

Article 8Withdrawal by Partner Members

Partner Members may withdraw from the Service by giving emailed or written notice to the Company.

Article 9Inspection

  1. The Company may conduct inspections from time to time, at the Company’s discretion, to determine whether the Partner Member is using the Service in compliance with the Agreement, whether the Partner Member is engaging in any actions that violate the Agreement or any wrongful action(s), and whether the Registered Information is correct. The Partner Member shall cooperate with all such inspections.
  2. If any action that violates the Agreement, or any wrongful action, is found or if the Company determines that such action is likely to arise, as a result of the inspection(s) in the preceding paragraph, the Company may take measures to suspend the distribution of advertisements to Media and may cause the Partner Member to withdraw from membership pursuant to Article 18, paragraph 1. In addition, if any action that violates the Agreement, or any wrongful action, is found, the Company may refuse any payment of the Success Fee to the Partner Member and claim reimbursement of Success Fees previously paid from the time when any action that violates the Agreement, or any wrongful action, was conducted, pursuant to Article 18, paragraph 2 of the Agreement.

Article 10Management of Transactions

  1. The Partner Member shall access the administration page provided by the Company and confirm the daily transactions. If the Partner Member discovers an incorrect transaction, the Partner Member shall report it to the Company immediately.
  2. The Company shall not be liable for any trouble caused by the Partner Member’s failure to report an incorrect transaction to the Company.
  3. The Partner Member acknowledges and agrees that numbers displayed in reports of the Service administration page provided by the Company (including any numbers regarding advertising distribution, such as ad impressions, clicks, and Succession Fees) are preliminary and can be amended from time to time, and that differences can arise between such numbers and Success Fees actually due and payable or to be paid. The Company shall not be obliged to explain the details and basis for the Company’s decision regarding its inspection.

Article 11Communications

  1. In principle, all communications between a Partner Member and the Company shall be conducted via e-mail. The Partner Member shall set up an account that can receive e-mails from the Company and make sure that the Partner Member can be contacted at any time.
  2. The Company may communicate with, and provide guidance to, the Partner Member regarding service operations by telephone or mail.

Article 12Payment of Success Fees

  1. Payment method
    1. The Company shall calculate the amount of the Success Fee(s) by multiplying (i) numbers of times the Advertising Results were achieved, as measured by the Service, by (ii) the predetermined ratio. However, the Company will not disclose the measured figures for the Advertising Results or the calculation methods for the amount of the Success Fee.
    2. The Success Fee shall be in general paid on a monthly basis, and the Company shall transfer the Success Fee, after deducting the handling fee for remittance of the Success Fee (JPY 2,000/administrative fee included) from the Success Fee, to the account of the financial institution designated by the Partner Member, but only when such Partner Member charged the Success Fee through the administration page for exclusive use by the Partner Member. If the amount of the Success Fee is less than JPY 3,000, the payment shall be postponed, and combined and made along with the payment due for the following month or months (if any) until such time as the Success Fee due and payable to the Partner Member reaches a total of JPY 3,000.
    3. The payment period for the Success Fee shall close at the end of each calendar month and the Success Fee due and payable (if any) shall be paid on the 15th of the month following the next month after the month in which the Success Fee accrued. If the 15th day of the relevant month is a financial institution holiday, then the payment shall be made on the immediately preceding business day.
    4. The payment by the Company shall be deemed complete when the Company transfers the Success Fee to the financial institution account designated by the Partner Member.
    5. In the event that the Success Fee cannot be transferred due to a deficiency in the account information registered by the Partner Member, the handling fees designated by the financial institution for cancelling and refunding the payment and for re-transfer of the payment (if any) shall be borne by the Partner Member. In such cases, the Company may withhold payment of the Success Fee until the Partner Member provides the Company with accurate information about the financial institution account to which the Company can transfer the payment, and until the Company confirms such information.
  2. Defense for suspension of payments
    If the Partner Member may have violated the Agreement or engaged in a wrongful action, and the Company deems it necessary to conduct an investigation concerning such alleged violation(s) or wrongful action(s), the Company may suspend the payment of all Success Fees to the Partner Member until completion of the necessary investigation. If the Company suspends the payment of Success Fees to the Partner Member, the Company shall not be liable for any damage(s) incurred by any Partner Member or third party.

Article 13Intellectual Property Rights

  1. All intellectual property rights relating to advertising materials, videos, content, technologies, and all images (including without limitation banners and trademarks, etc.) provided by the Company or any Advertising Member(s) to Partner Members shall belong to the parties providing the same. Partner Members shall be permitted use thereof only in connection with the restricted scope of the Service. Partner Members shall not make any amendments or changes to advertising materials, videos, content, technologies, and images (including without limitation banners and trademarks, etc.)
  2. Partner Members hold the copyright in and to Media content owned by the relevant Partner Member(s). If the copyright in Media content is owned by a third party, Partner Members shall obtain consent from the owner of such copyright.
  3. If a Partner Member transfers copyright related to the Partner Member’s content to a third party, the relevant Partner Member shall require such third party to agree to this Article 13.
  4. If any dispute arises between a Partner Member and a third party relating to intellectual property rights, including copyrights, the Company shall not be liable for the dispute. If the dispute cannot be resolved after a reasonable period of time, the Company may require the Partner Member to withdraw from membership in accordance with the Agreement.
  5. The Partner Member shall be liable for all damages incurred by the Company due to any such dispute.

Article 14Prohibited Matters

  1. Partner Members shall not engage in any of the following prohibited actions:
    1. Altering advertisement tags without permission from the Company, in violation of the obligation to install advertisement tags or SDK (Software Development Kit) provided by the Company on the Media;
    2. Altering advertising material, a link (including advertising material and its link code), or other specified conditions provided by a Advertising Member without permission from the Company;
    3. Forcing, imploring, or requesting Visitors to achieve the Advertising Result, including forcing, imploring, or requesting Visitors to click on or complete watching videos, exclusively for purposes of earning the Success Fee, regardless of introducing websites or advertising materials belonging to the Advertising Member;
    4. Posting advertisements which may mislead Visitors, against the Advertising Member’s will;
    5. Selling, distributing for free, or disclosing commercial materials/manuals containing content which encourages any of the prohibited actions set forth in this Article 14;
    6. Altering media operated by the Partner Member in the i-mobile Ad Network to become Incentive media;
    7. Engaging in actions which the Company determines are attempts to unlawfully obtain the Success Fee, such as fraud or actions which result, either through the efforts of the Partner Member or in conspiracy with a third party, in clicks, completion of watching videos, orders, or registrations that are not consistent with the purpose of advertisements or the purport of the Service;
    8. Making direct transactions with an Advertising Member who can become known via the Service, without permission from the Company; if the Partner Member engages in transactions directly with such Advertising Member without permission from the Company, the transaction amount shall be deemed to be damages incurred by the Company, and the Partner Member shall compensate the Company for such damages;
    9. Engaging in actions that violate any laws or regulations, encouraging such actions, or thereby causing nuisance to other Partner Members, Advertising Members, or third parties (including the Company);
    10. Spamming via e-mail, advertising by posting on bulletin boards, or advertising by using any other methods or means;
    11. Infringing any patent rights, utility model rights, design rights, trademarks, copyrights, portrait rights, or other legal rights;
    12. Engaging in actions that induce users to visit or use websites or servers in which illegal contents that violate copyrights are uploaded or disclosed by posting a link to such websites or servers;
    13. Posting advertisements by diverting advertisement tags or SDK (Software Development Kit) exclusive to various types of platforms (personal computer, smartphone, smartphone application, or other platforms) to media or platforms which are not registered;
    14. Making multiple registrations as Partner Members by or on behalf of the same individual or entity (except in exceptional cases approved by the Company);
    15. Intentionally increasing completion of video advertisements watched, clicks, or impressions by manually repeating clicks or impressions (including by means of traffic exchanges or mutual clicks) or by automatic generation tools (including software/programs) for clicks and impressions or robots;
    16. Engaging in any of the following actions to post advertisements on media that the Company determines is inappropriate:
      1. Altering a website to be a website with insufficient content, such as pages listing banners;
      2. Engaging in actions which violate public order and morals;
      3. Engaging in fraud or actions which are suspected to be fraudulent;
      4. Distributing or displaying documents or images that constitute child prostitution, child pornography, or child abuse;
      5. Operating media which violates or is likely to violate relevant laws or regulations, or engaging in actions which are linked with a crime;
      6. Engaging in actions which infringe any other person’s intellectual property rights including without limitation copyrights, property, privacy, or trademarks;
      7. Engaging in actions which do not comply with relevant laws and regulations, such as violations of the Pharmaceutical Affairs Act, the Specified Commercial Transactions Act, or the Act against Unjustifiable Premiums and Misleading Representations;
      8. Operating media which defames or slanders any particular entity, group, or individual, or engaging in actions which cause disadvantages to any particular entity, group, or individual; or
      9. Posting advertisements that induce wrong or unintended clicks by Visitors.
    17. Engaging in actions that violate the provisions of the Agreement, the terms and conditions, standards, or notes separately provided by the Company, or the agreement of [the Alliance Company]; or
    18. Engaging in other actions which the Company otherwise determines are inappropriate.
  2. The Company shall determine whether a prohibited action set forth in the preceding paragraph has occurred based on grounds that can be considered reasonable in light of normal social conventions. The Partner Members may neither object to the Company’s determination nor require that the Company explain the details or grounds for such judgement to the Partner Member.
  3. The Company may require a Partner Member who the Company determines may have committed a prohibited action to submit log files of the Partner Member’s server, and stop distributing advertisements for investigation. In addition, in order to protect the security of the system operating the Company’s Service, the Company will not disclose to the Partner Member the specific criteria relating to whether the Company intends to exercise the above-mentioned right except in special circumstances.
  4. If, due to a violation of paragraph 1 resulting from prohibited actions by the Partner Member, (i) the Company incurs damages, or (ii) an Advertising Member incurs damages and claims compensation of such damages from the Company, the Company may claim all damages incurred by the Company against the relevant Partner Member. Damages shall include actual expenses such as investigation expenses, transportation expenses, and labor costs required for the investigation of prohibited actions set forth in paragraph 1, and if procedures to settle a dispute, such as a litigation, are conducted, all expenses related to such procedures (including without limitation attorney fees).

Article 15Disclaimer

  1. The Company does not guarantee the quality, truthfulness, accuracy, novelty, usefulness, credibility, legality, or non-infringing nature of any content, technology, or images (including without limitation banners or trademarks, etc.) such as text, software, music, sound, photographs, graphics, video, page layout, design, or other materials provided by Advertising Members to Partner Members.
  2. The Company shall not be liable for any damages arising from interruption, delay, or suspension of the system, the loss of data, or unauthorized access to data due to problems with telecommunications networks or computers, etc., or for any other damages incurred by the Partner Member in relation to the Service; however, if the cause of such damages is attributable to the Company, the Company shall be liable for such damages, up to a total amount of the transactions implemented by the Partner Member within the last three months.
  3. The Company uses reasonable efforts normally required of a corporation. However, the Company does not guarantee that e-mails or content sent by the Company’s own webpage, server, or domain do not contain anything harmful, such as computer viruses. The preceding paragraph shall apply to the handling of any damages incurred by the Partner Member arising from the above-mentioned matters.
  4. If data in the Service is destroyed, corrupted, or lost due to external factors or system failures, the Company shall not be responsible for the loss or recovery of such data or for damages incurred by the Partner Member.
  5. Even though the Company may, from time to time, provide information or advice to the Partner Member, the Partner Member shall determine the propriety of all such information or advice for itself and of its own accord, and the Company shall not be liable for any damages caused by such information or advice, incurred by the Partner Member.
  6. The Company shall not be liable for any damages arising from violation of the Agreement or the agreements for the Alliance Services by the Partner Member.
  7. The Company does not guarantee distribution of advertisements on Media (including distribution of advertisements through the Alliance Services). The Company shall not be responsible for advertisements not being distributed.
  8. The Company does not guarantee the occurrence or generation of any revenue, Success Fees, or any other benefits accruing to the Partner Member from use of the Service.
  9. With regard to the Service, the Company will make the reasonable efforts normally required of a corporation in order to comply with the following items. However, the Company does not guarantee the completeness of any of these items:
    1. The Company’s Service will operate without any suspension or problem;
    2. Any defect in the Company’s Service will be repaired;
    3. Destructive components such as computer viruses do not exist in the Company’s Service; or
    4. Security measures relating to item (3) will be adequately maintained.

Article 16Suspension, Change, Amendment, Addition, or Deletion of a Service

The Company may temporarily suspend, change, amend, add, or delete the Service with or without notice at any time in any of the following circumstances. Also, in such circumstances, the Company shall not be liable for any damages incurred by the Partner Member:

  1. Natural disaster, fire, flood, epidemic, war, riot, labor dispute, or other equivalent circumstances;
  2. System troubles not resulting from the intentional or grossly negligent acts or omissions of the Company;
  3. Interruption of the power supply used by the Company or a related institution which constitutes the Service;
  4. Problems with the internet connection, such as rooting trouble of the upper network to which the internet server constituting the Service connects; or
  5. Maintenance of the network not resulting from the intentional or grossly negligent acts or omissions of the Company; or
  6. Other circumstances equivalent to items (1) through (5).

Article 17Confidentiality and Handling of Personal Information

  1. The Partner Member shall agree that the Company may release the registered information or transaction data of the Partner Member which the Company can know or discern through the Service in any of the following cases:
    1. The Company is ordered to make disclosures or investigated by a court, the police or other administrative institution, or determines that the Company should submit such registered information or transaction data of the Partner Member in response to a request by a court or other administrative institution pursuant to a lawsuit or other procedures;
    2. There is a possibility that the Partner Member has engaged in an action violating the Agreement or a wrongful action, and the Company determines that it is necessary to investigate such actions; or
    3. The Company announces the registered information of the Partner Member to the Advertising Member, the Alliance Company, or an outsourced company as necessary in order to appropriately operate the Service.
  2. The Partner Member agrees that the Company can register and use the registered information of the Partner Member in all of the Services (including both existing services and also any services to be built in the future) and also agrees to the registration and use of the registered information by the Company from its provision through the current date.

Article 18Deletion of Registration and Withdrawal from Partner Membership

  1. If the Partner Member falls within any of the following categories, the Company may cause the Partner Member to withdraw from membership without any notice. The Company shall not be obliged to explain the details or grounds for the Company’s determination to cause the Partner Member to withdraw from membership. Even if any damage or disadvantage is incurred by the Partner Member due to such withdrawal, the Company shall not be liable therefor.
    1. The Partner Member violates the Agreement;
    2. The Company determines that it is impossible to contact the Partner Member since e-mails to the Partner Member cannot be delivered on two or more occasions, or the Company cannot get in touch with the Partner Member by phone or e-mail;
    3. The Partner Member does not reply to e-mail from the Company for a month or longer;
    4. The Partner Member has not posted any advertisements for a given period of time;
    5. The Partner Member has not obtained any Success Fees for two years, or the Company determines that the Partner Member has substantially stopped its activities as a Partner Member for two continuous years; or
    6. The Company determines that the Partner Member is inappropriate to continue as a Partner Member.
  2. If an event or situation that qualifies under any of items set forth in the preceding paragraph occurs, the Company may refuse to pay any further Success Fees to the Partner Member. In addition, the Company may claim any or all of the following from the Partner Member at any time:
    1. Return or reimbursement of all Success Fees which have been previously paid by the Company at the time the event qualifying under any of items set forth in the preceding paragraphs occurred;
    2. Actual expenses, such as transportation expenses or labor costs, incurred to investigate whether the event qualifying under any of items set forth in the preceding paragraphs occurred; or
    3. If procedures to settle a dispute, such as litigation, are conducted, all expenses related to such procedures (including without limitation attorney fees).
  3. The Partner Member shall receive payment of any Success Fees due and owed to it before offering to terminate the relevant agreements. If the Partner Member terminates the relevant agreements upon its request to the Company, the Partner Member shall be deemed to have waived, without recourse, the right to receive any remaining Success Fees unpaid at the time of such termination.

Article 19Term

  1. The term of qualification as a Partner Member shall be effective for a period of one year from the approval date of the member registration by the Company.
  2. Unless either the Company or the Partner Member expresses its intention to terminate or change the terms of the Agreement by no later than thirty days prior to the expiration of the term, the Membership shall renew automatically for one additional year, and the same shall apply each year thereafter.

Article 20Amendment of the Agreement

  1. The Agreement may be amended at the Company’s discretion from time to time, without the consent of the Partner Member.
  2. After an amendment as discussed in the preceding paragraph, the Agreement as amended shall apply to all relationships between the Company and the Partner Member once seven days have passed since the relevant amendment was posted on the website in a location predetermined by the Company.

Article 21Assignment and Lending of Status/Name

Partner Members shall not assign to, lend to, or create a security interest for, any third party, or otherwise dispose of, its contractual status under the Agreement, its name, or all or any part of the receivables or payables due under the Agreement unless the Company agrees otherwise in writing.

Article 22Governing Law

The Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 23Jurisdiction

The Tokyo Summary Court or Tokyo District Court shall be the court of first instance with exclusive jurisdiction over all disputes arising in connection with the Agreement, with the choice of court depending on the amount being sued for or claimed.

Section 2Special Provisions Regarding Products Operated by Google

  1. If a Partner Member obtains approval from the Company and Google, the Partner Member may use the Company’s operational services and consulting services for products provided by Google (“Google Products”).
  2. When using the services described in the preceding paragraph, the Partner Member shall agree to the following terms and conditions, in addition to those contained in the Agreement:
    1. Complying with the guidelines and privacy policy for each product established by Google. If the provisions of the Agreement conflict with or contradict Google’s guidelines, the provisions of Google’s guidelines shall prevail.
    2. The Company may provide Google with information regarding the Partner Member necessary for the Partner Member to use the services described in the preceding paragraph, and the Google may use the information regarding the Partner Member provided by the Company for purposes of rendering the relevant services.
    3. The Company may (i) provide Google with information regarding Visitors that is collected through Media, provided such information does not identify specific individuals, and (ii) distribute advertisements based on the information regarding Visitors that is provided to Google.
    4. Google may determine, at its own discretion, whether to refuse, or claim reimbursement of, payments due to the Partner Member’s wrongful actions regarding Google Products.
  3. The Company does not guarantee the occurrence or generation of any revenue, Success Fees, or any other benefits accruing to the Partner Member from use of Google Products. In addition, the Company shall not be liable for any damages arising from Google Products.
  4. With respect to the guidelines and privacy policy for each product established by Google, the Partner Member shall refer to URL(s) therefor, as provided by Google from time to time.

i-mobile Co., Ltd.

Established on August 31, 2007
Amended on October 27, 2008
Amended on April 24, 2009
Amended on March 10, 2010
Amended on January 11, 2011
Amended on June 14, 2012
Amended on July 31, 2012
Amended on December 17, 2013
Amended on March 24, 2015
Amended on July 6, 2015
Amended on June 6, 2017
Amended on February 13, 2019
Amended on January 24, 2020