The adstir Terms of Use (below, These Regulations) define the conditions to which users must agree with regard to the use of the adstir Service (below, “the Service”) provided and managed by UNITED Marketing Technologies, Inc., inc. (below, “UNITED”). Use of the Service shall be deemed as acknowledgement that the Service User understands these Regulations and agrees to all articles contained within.

Article 1 Definitions

The following terms shall have the meanings defined below when used in these Regulations.

1. “Media” means those websites and applications managed by the Service User that have been approved by UNITED.
2. “Advertisement” means tools to transmit an article and services of advertisers to a User on advertisement publication space on the Media based on demands of the authorized advertiser.
3. “Users” mean the Internet users who can be the delivery target of the Advertisement.
4. “Advertisement Company” means the person/company who orders an Advertisement on the Media through the Service such as advertiser and/or advertising agency.
5. “Service Usage Applicants” mean those people who wish to use the Service among an enterprise or individuals administering the Media.
6. “Service Users” mean those people for whom UNITED has carried out a Service Usage Applicants inspection and registered permission for service use.
7. “Advertising Networks” mean collections of multiple Media forming an advertising distribution network, where Advertisement is distributed from these Media.
8. “UNITED Networks” mean Advertising Networks run by UNITED which is called “adstirCPC”.
9. “Partner Networks” mean Advertising Networks run by an alliance partner of UNITED.
10. “Advertising Networks From Other Companies” mean advertising networks running by companies other than UNITED.
11. “Network Advertisement” means an Advertisement carried using an Advertising Networks by advertising media.
12. “Direct Advertisement” means the Advertisement not using an Advertising Networks, and is carried by advertising media.
13. “In-house Ad” means the Advertisement which is provided by the same company as the owner of the ad spot which the Advertisement were delivered

Article 2 Service

The Service shall be the general term of the advertisement business platform comprising the following functions.

(1) The delivery management capability of the network advertisement
(2) Advertising server functions for distribution of Direct Advertisement and In-house Ad
(3) Functions for controlling multiple Advertising Networks and the ratio of distribution between Network Advertisement and Direct Advertisement..
(4) A function to buy and sell an advertisement frame under a bid method in real time, and to achieve the most suitable profit allocation of advertising media
(5) A function to report an advertisement delivery result

Article 3 Procedures for Starting Use (Application for Registration for Use)

1. To begin use of the Service, Service Usage Applicants must enter basic information (information about their business, etc.) on forms designated by UNITED, and apply to UNITED for registration as Service Usage Applicants. A Usage Contract (below, ”the Contract”) consisting of the total content of These Regulations shall be deemed to exist between UNITED and Service Usage Applicants when Applicants have applied for registration themselves, from the time when the registration application information arrives at UNITED.
2. UNITED has the right to refuse applications for registration when the following apply to Service Usage Applicants. In such cases, UNITED is under no obligation to provide an explanation regarding the reason for such refusal, and is not required to provide compensation for damages.
   (1) When the Service Usage Applicant does not exist.
   (2) When an application for registration of a Service User duplicates an existing Service User.
   (3) Where Service Usage Applicants have had a the Contract nullified, Service User rights rescinded, or user qualifications revoked, due to violations of These Regulations in the past.
   (4) When there are any untruths, errors, or omissions in the information provided to UNITED when applying for registration.
   (5) When Service Usage Applicants fall under any of the subparagraphs of Article 5 or Article 6, or when UNITED has deemed for other reasons that it would be inappropriate to register Service Usage Applicants as Service Users.
   (6) When Service Usage Applicants are associated with the activities of antisocial forces, or there are concerns that this may be the case.
3. UNITED offer the Service for the Service User who consented to the service use as a result of examination by UNITED.

Article 4 Changes in Registration Information and Cancellation of the Contract by Service Users

1. Service Users shall inform UNITED promptly of changes to the name, website information, address, and other information entered when applying to use the Service, using methods defined separately by UNITED.
2. The notice performed for a Service Users or Service Usage Applicants by UNITED shall be performed by E-mail for the e-mail address that Service Users or Service Usage Applicants registered as their contact information. The notice should be deemed to have been arrived at the Service Users or Service Usage Applicants within 12 hours after the transmission of the email sent by UNITED.
3. Service Users shall notify UNITED to cancel their Contract. The cancellation of The Contract requires UNITED’s consent. However, UNITED will use email or other methods to confirm the identity of the person applying to cancel the contract. UNITED will then carry out cancellation procedures if it deems that the application for cancellation is appropriate.
4. When cancelling the Contract as defined in the previous section, monetary claims against UNITED by Service Users shall be forfeit.
5. UNITED may require the Service Users who canceled their Contracts under this Article to pay any losses and/or expenses UNITED has incurred.

Article 5 Termination of the Contract by UNITED

1. UNITED may terminate the Contract with Service Users immediately without informing the Service Users, if any of the following are deemed to apply. In such cases, UNITED is under no obligation to offer any reason for cancellation of the Contract, nor is it obliged to provide any compensation related to such termination.
   (1) When a draft or check is dishonored.
   (2) When there have been allegations of seizure, provisional seizure, temporary injunctions or forced auction, or when Service Users have received a disposition for failure to pay taxes or public dues.
   (3) When a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or similar procedure was filled against the Service User.
   (4) When Service Users decide to dissolve their operations, or transfer all or a principal part of their business operations to a third party.
   (5) When Service User failed to comply with any of provisions hereof and when continues to fail to comply with any of provisions hereof even after a letter of demand to comply within a certain period of time is given.
   (6) When UNITED deems that there are other sufficient reasons requiring the cancellation or rescinding of the Contract.
2. When terminating the Contract as defined in the previous section, monetary claims against UNITED by Service Users shall be forfeit.
3. Service Users shall agree that the cancellation in accordance with this clause1 shall not discourage exertion of the right to seek damages by UNITED.

Article 6 Cases where UNITED do not provide the Service

UNITED will not provide the Service in the following cases.
(1) When businesses operated by Service Usage Applicants are in violation of public order and morals, or there are concerns that this may be the case.
(2) When businesses operated by Service Usage Applicants are in violation of the law, or there are concerns that this may be the case.
(3) When businesses operated by Service Usage Applicants may harm UNITED or Advertising Company’s corporate image.
(4) When businesses operated by Service Usage Applicants are associated with the activities of antisocial forces, or there are concerns that this may be the case.
(5) When UNITED deems that registration is inappropriate for other reasons.
(6) When a Service User conduct its business in U.S.A mainly for children under 13 years old.

Article 7 Conditions of Usage for the Service

1. Service Users shall, with regard to the usage of the Service, comply with the instructions for use of the Service stipulated separately by UNITED, the standards stipulated by UNITED, and the instructions and content of decisions made by UNITED as well as these Regulations.
2. Service Users shall, with regard to the use of Advertising Networks From Other Companies through the Service, agree that all terms of use stipulated for Advertising Networks From Other Companies are the responsibility of the Service User, and shall comply with these terms. UNITED shall not be responsible for any loss, damages, costs or expenses which may be incurred by the Service Users arising out of, or in connection with, the Service User’s use of Advertising Networks From Other Companies.
3. Service Users will ensure that its web site contains a privacy policy that complies with all applicable privacy laws, rules and regulations.

Article 8 Prohibitions

If UNITED deems that Service Users have performed any of the following acts when using the Service, UNITED have a right to take action (including legal action), without prior notice, such as stoppage of payment, erasion of Service User registrations.
(1) Acts that infringes on the Intellectual Property Rights, right to privacy, portrait rights, or any other legal rights or gains of UNITED, Advertisement Companies, other Service Users or third parties, or conduct that may cause such infringement.
(2) Acts that disadvantages or damages other Service Users, Advertisement Company, third parties or UNITED, conduct that causes them to inflict disadvantage or damage, or conduct that may be the cause of such events.
(3) Acts deemed to be harmful to minors, or abet harm to minors, or conduct that may do so.
(4) Acts that distribute an advertisement with the information that Service User registered with falsehood.
(5) Acts that violates laws, government ordinances, ministerial ordinances, regulations, administrative guidance, etc.
(6) Acts that abets violence, gambling, narcotics, prostitution, or other crimes.
(7) Acts to administer the websites such as multi-level sales schemes, pyramid schemes, etc.
(8) Acts to administer the websites that support specific political philosophies or religions.
(9) Acts through which Service Users or third parties attempt to use click fraud or other fraudulent or unfair methods or techniques to unfairly obtain remuneration, or conduct that attempts to induce others to do so.
(10) Acts letting a User click an Advertisement in exchange for rewards such as points.
(11) Acts that uses fraudulent of unfair methods to attract or coerce Users.
(12) Removal or alteration of the SDK / JavaScript or other programs generated or executed by the Service.
(13) Acts that violate the rules set forth in Article6.3.
(14) Acts that is associated with, or may be associated with, the activities of antisocial forces.
(15) Acts that interferes with the operation of the Service.
(16) Other acts that UNITED deem to be inappropriate with respect to usage of the Service.

Article 9 Usage

1. Service Users shall assess for themselves the completeness, reliability, accuracy, and utility of the information provided by UNITED with regard to the Service, and acknowledge in advance that they are using said information under their own responsibility. UNITED make no representation or warranty of any kind, express or implied, with respect to the said information (including but not limited to any representation or warranty of the completeness, reliability, accuracy, and utility).
2. Service Users shall use the Service at their own cost and responsibility after agreeing to These Regulations, and in the same way, shall prepare at their own cost and responsibility facilities for Service Users (meaning all Service User telecommunications facilities and equipment, systems, and software, etc. required in order to receive the Service. This definition applies below).
3. Service Users shall agree to bear the costs and responsibility of maintaining and managing Service User facilities in order to not pose any obstacles to the provision of the Service.
4. Service Users shall take full responsibility for downloads of software provided by UNITED or third parties. UNITED make no representation or warranty of any kind, express or implied, with respect to the said software (including but not limited to any representation or warranty of the completeness, reliability, accuracy, and utility). In addition, under no circumstances shall UNITED be liable for any damages incurred by the Service User as a result of said software use.
5. Each time Users click on UNITED advertising or normal advertising, UNITED collects the number of these clicks, as well as information concerning the clicked UNITED advertising or normal advertising (below, Click Information). Service Users acknowledge in advance that Click Information concerning UNITED advertising or normal advertising for users of these Websites will be automatically sent to UNITED servers and Advertising Company.
6. UNITED may, when it deems such action necessary for maintenance, inspection, natural disaster, or other reasons, suspend provision of all or part of the Service either temporarily or long-term, without prior notification.
7. With the exception of where stipulated in These Regulations, notifications or contact from Service Users to UNITED shall be to the email address as separately stipulated by UNITED. UNITED shall not be responsible for any disadvantage or damage occurring from a failure to comply with such information, intentionally or negligently. Additionally, UNITED shall not be responsible damages occurring due to the failure of notifications to arrive via email.
8. We take measures for the brand safety and against invalid traffic when providing the service. Our policy is mentioned in the section of "Actions to Save the Brand Safety of Advertisements" below.
   https://mt.united.jp/quality_guideline.html

Article 10 Charges

1. UNITED shall pay to a Service User Service Fees calculated in accordance with payment reports offered on the Service management screen as long as the payment does not exceed an amount of money paid by the Advertising Company to UNITED.
2. The Service User shall approve that there is the case that a difference in numerical value occurs between a payment report and the delivery report by the reason of the changes of the exchange rate and/or the reason of an invalid click being found out after a numerical decision.
3. UNITED set the end of the month with a decision day of Service Fees every month. UNITED shall pay an amount of money that added the amount of consumption tax equivalency to Service Fees to an User's designated account or a Service User within 45 days from a decision day. When the 45th day is the non-business day of the financial institution, UNITED pay on the next business day. Bank charges with respect to payment of this Service Fees shall be borne by UNITED. However, the irregular fees (including but not limited to overseas remittances fees) shall be borne by Service User.
4. When an amount of money of Service Fees for this month in total is less than it 5,000 yen (an amount of money including the amount of consumption tax equivalency), regardless of the rule of the foregoing paragraph, UNITED shall be able to reserve payment of the Service Fees for this month. UNITED shall pay an amount of money that added the amount of consumption tax equivalency to the Service Fees within 45 days as a date from which a period is reckoned by the last day of the month where the day when a total amount of money of the unpaid Service Fees reached 5,000 yen (an amount of money including the amount of consumption tax equivalency) belongs to. When a total amount of money of the unpaid service fees is under 5,000 yen (an amount of money including the amount of consumption tax equivalency) and when the service fees do not have a change even if they pass between one year, then, on the day when one year passed from the day when the service fees occurred, it shall have been abandoned by a Service User.
5. When UNITED cannot complete the payment procedure by the reasons such as the changes of the transfer account by the Service User though UNITED performed a payment procedure of the service fees , UNITED shall send a notice to confirm information of transfer accounts by an E-mail for a Service User.
6. When there is not any notice or communication from Service User for 14 days from the day when UNITED sent the notice of the foregoing paragraph, UNITED consider the Service User to be in a unidentified state , and UNITED shall be able to reserve payment of the service fees for the Service User while the Service User is in a unidentified state. When a unidentified state continues for one month, UNITED consider that a Service User abandoned a right of claim of the service fees. In addition, during a unidentified state, UNITED shall not assume an obligation except the obligation to set in this clause for a Service User, and UNITED shall not take responsibility for all about the damage to hereby produce to a Service User either.
7. When UNITED cannot complete a payment procedure of the service fees by the reasons such as the changes of the transfer account by the Service User, the fee to suffer from the cancellation of the payment procedure concerned and re-transfer shall be borne to a Service User and UNITED shall subtract it from the service fees that UNITED should pay to a Service User.
8. When UNITED entertain doubts about the data such as a click- through count and the number of the impression in conjunction with calculation of the service fees, UNITED shall be able to reserve payment of the service fees for Service User till the doubt concerned is cleared. In addition, UNITED shall not take any responsibility for all about the damage or a loss that a Service User or the third party took by a reservation of the payment based on this clause.
9. When there is the doubt of the foregoing paragraph, UNITED shall be able to call for the disclosure of the related document or have the acts such as the on-site inspections to the business establishment of the Service User, and the Service User must accept this promptly. In addition, when, as a result of inspections, incorrect charge by the Service User is found out, UNITED shall be able to demand money equivalent to 3 times of the balance with the correct charge and the incorrect charge as cancelation cost, and, the Service User shall pay the charge promptly.
10. When the damage more than the amounts of money of the cancelation cost occurs by the incorrect charge of the foregoing paragraph, the Service User shall repair it about all damage that occurred based on a rule of Article 19 for UNITED.

Article 11 Intellectual Property Rights

1. All Intellectual Property Rights (below, Intellectual Property Rights) such as patent rights, utility model rights, trademark rights, design rights, copyrights (including the rights under Articles 27 and 28 of the Copyright Act), neighboring rights, moral rights of authors, etc. regarding the text or images that is offered through the Service by UNITED or Advertising Company, programs to constitute the Service are the property of UNITED or Advertising Company. All new Intellectual Property Rights produced in the process of or resulting from the delivery of The Service are the property of UNITED or Advertising Company.
2. UNITED may use trade names, trademarks, logos, domain names, and other characteristic displays of Service Users solely for the purposes of fulfilling the Contract without charge.

Article 12 ID and Password Management

1. Service Users shall be responsible for controlling Website IDs and Passwords (below, Website IDs / Passwords) received from UNITED with regard to the Service.
2. Service Users may cause a third party to use, or lend, transfer, change the name of, sell,trade or pawn. Website IDs / Passwords.
3. Service Users shall assume full responsibility for damage due occurring due to insufficient control of Website IDs / Passwords, erroneous use of Website IDs / Passwords, or use by third parties of Website IDs / Passwords. UNITED shall not be responsible for damage occurring in such cases.
4. If the Service is suspended or systems related to the Service damaged due to use of Website IDs / Passwords by third parties, causing harm to UNITED, Service Users shall be responsible for restitution of damages to UNITED in accordance with the regulations of Article 20.
5. In the event of the theft or loss of Website IDs / Passwords, or when it is apparent that Website IDs / Passwords have been used by a third party, Service Users shall inform UNITED promptly of this matter, and comply with any instructions that UNITED issues.

Article 13 Disclaimer

1. UNITED shall not be responsible for Service Users use of the Service, nor for any loss or damage related to the use of the Service (including Partner Network and Advertising Networks From Other Companies), regardless of the reason.
2. In the event of disputes such as claims, arbitrations, or lawsuits occurring between Service Users and a third party (including Partner Network , Advertising Networks From Other Companies, other Service Users, users, Advertisers, etc.) regarding the use of the Service, Service Users shall bear the responsibility and cost of resolving the dispute. When UNITED suffers a loss due to the resolution of said disputes, Service Users shall make prompt restitution for all damages (including but not restricted to reasonable legal fees).
3. UNITED does not guarantee in any way the effectiveness of use of the Service with regard to areas such as increases in sales obtained through use of the Service.
4. UNITED shall not be responsible for damage to data caused by malfunctions, errors, or other difficulties, or for losses occurring through not being able to use the Service.

Article 14 Confidential Information

1. In These Regulations, confidential information refers to business, technical, sales, or any other information disclosed from UNITED to Service Users relating to These Regulations.
2. Regardless of the stipulation in the previous section, the following types of information shall not be included in the definition of confidential information.
   (1) Information that is already public knowledge at the time it is disclosed by UNITED.
   (2) Information that becomes public knowledge after the time said information is disclosed by UNITED, when the reason for this is not attributable to Service Users.
   (3) Information that is already in the possession of the Service Users, and that has not been either directly or indirectly made available from UNITED at the time it is disclosed by UNITED.
   (4) Information that Service Users legally obtained from a third party not constrained by confidentiality obligations, after said information was disclosed by UNITED.
   (5) Information that was independently developed by UNITED without utilizing information from UNITED.

Article 15 Confidentiality

1. Service Users shall strictly protect the confidentiality of confidential information disclosed by UNITED, and shall not use said information for other than the purpose of fulfilling the Contract for the Service.
2. Service Users shall make a clear distinction between all confidential information comprising documents, media, and copies of said documents and media disclosed by UNITED as well as other materials and items, and shall ensure careful storage by a responsible manager.
3. Service Users may not make duplicates of, or copy confidential information or tangible embodiments of said confidential information (including, but not restricted to documents, technical drawings, electromagnetic recordings, trial products, etc.) without prior written agreement from UNITED.
4. Service Users shall not distribute, disclose, or disseminate said confidential information in any way to third party without the prior written consent of UNITED, provided, however, if a Service User is required to disclose the Confidential Information or any part thereof, by a valid order of a court or other governmental body or any political subdivision thereof or as otherwise required by law, the Service User may disclose such part of Confidential Information. In the event of the disclosure thereof, the Service User agrees to provide UNITED with prompt notice of such requirement. .
5. Service Users may disclose to their directors, auditors, and employees confidential information solely for the purposes of fulfilling the Usage Contract of The Service.
6. If Service Users disclose confidential information to third parties, including those detailed in the previous section, then Service Users shall impose upon said third parties the obligation for maintenance of confidentiality as in this article, and shall not be responsible for said third parties handling of the confidential information.
7. UNITED may use the contents of Service User communications not recognized as being personal information such as information from a computer terminal, in accordance with UNITEDs policy (https://ja.ad-stir.com/sp/optout.html) to conduct analyses, use as statistical data, or distribute to specific users.

Article 16 Handling of Service Users Information

UNITED may disclose Service Users Information other than personal information to third parties, at its sole discretion.

Article 17 Privacy

1. UNITED shall use personal information within the following purposes:
   (1) To provide Service Users with various information about products, services or events by an E-mail.
   (2) To perform a notice about the payment of the service charge.
   (3) For inflection to development of improvement and the new service of our service.
   (4) For responses to inquiries.
   (5) For a purpose with consent of Service Users.
2. UNITED does not disclose Service Users' personal information to third parties except in the following cases.
   (1) When Service Users has given a prior consent to the disclosure
   (2) When complying with laws and regulations
   (3) if it is necessary for cooperation with a national or local government organization, or a business operator entrusted by such an organization in executing the affairs prescribed by laws and regulations and in which obtaining the consent of the person are likely to impede the execution of the affairs.
3. It depends on the discretion of Service User whether Service User offer personal information to us. But please note that some services provided by UNITED may not be available if the Service User does not provide personal information.
4. In the event that a request for disclosure, revision of content, addition, omission, termination of usage, deletion, or termination of provision to third parties is received from an individual with regard to personal information, UNITED shall respond as required under in-house rules after confirming the identity of the individual in question.Procedures is set out in more detail in UNITED corporate site（https://mt.united.jp/rule.html）.
5. Based on the registration information of the User, UNITED make statistics information by the form that cannot specify an individual, and UNITED shall be able to use the data concerned. These information are handled statistically and UNITED use it for improvement of the Service and control of the information to display on each page of Service.
6. On the Service, technology called a cookie is used for the convenience of the Service Users. UNITED acquire cookie information and inflect on administering the Service. From the following opto-out application page, please perform an opto-out to invalidate the acquisition of the cookie by our service.
   http://ja.ad-stir.com/sp/optout.html

If you have any request regarding the disclosure or revision of personal information, any complaint about the handling of personal information, please contact:

UNITED Marketing Technologies, Inc.
1-2-5,Shibuya,Shibuya-ku,TOKYO
https://forms.gle/dqgMwgNJv4T35ytq7
https://mt.united.jp/

Article 18 Changes to These Regulations, and Notifications of these Changes

1. UNITED may change These Regulations and Terms of Use as stipulated by UNITED at any time without seeking prior authorization from Service Users if; (a) changes conform to the common interests of Service User, (b)changes are not contrary to purpose of this terms and are reasonable in light of the need for changing, the appropriateness of the contents of the changed rules, or any other circumstances pertaining to the change to the rules. Changes to These Regulations and Terms of Use as Stipulated by UNITED shall become effective from the time that UNITED notifies Service Users of the details of said changes.
2. UNITED shall notify Service Users of the required information as needed by a notice on the UNITED website, by email, in writing, or by other means deemed appropriate by UNITED.
3. When notifications in the previous section are by way of a notice on the UNITED website, by email, or in writing, then said notifications shall become effective from the time that these are posted on the website, the email is sent, or the mail is sent.
4. Service Users may not configure settings to reject email addressed from UNITED to Service Users.

Article 19 Changes, Additions to, and Stopping of the Service

1. UNITED may, without prior notice to Service Users, add to or change the content of The Service in part or in full, regardless of reason.
2. UNITED may, after informing Service Users, suspend or stop The Service in part or in full.
3. UNITED shall not be responsible for losses to Service Users or third parties resulting from suspension or stopping of The Service after the notification in the previous section.

Article 20 Indemnification for Damages

When Service Users have caused harm to UNITED other than where specified in These Regulations, whether accidental or intentional, or through the violation of These Regulations, Service Users shall make prompt restitution to UNITED for all damages (including but not restricted to reasonable legal fees).

Article 21 Negotiation in Good Faith

Items not specified in These Regulations, and items in These Regulations for which problems regarding interpretation exist shall be resolved through good faith discussions between UNITED and Service Users.

Article 22 Jurisdiction

In the event that legal action is required regarding These Regulations, then UNITED and Service Users shall agree that these shall come under the jurisdiction of the Tokyo District Court and the Tokyo Summary Court in the first instance.

Article 23 Governing Law

These Regulations are based upon Japanese law, and shall be interpreted as such.

Article 24 Remaining Provisions

Even after expiry of the Usage Contract, the provisions in Article 4 Section 4 and Section 5, Article 9 Section 7, Article 10, Article 11, Articles 13 through 17, Article 16 Section 3, and Article 20 through to this Article shall remain in effect.

Supplement

These Regulations enacted September 12, 2011.

Second revision: December 18, 2014

Third revision: April 26, 2017

Fourth revision: January 9, 2018

Fifth revision: February 1, 2019

Sixth revision: May 29, 2020

Seventh revision: February 1, 2021

Eighth revision: January 24, 2022