Site Rules

Ad-Maker TERMS OF USE

The following are the terms that those who operate applications and sites (hereinafter generally called “Appli”) posting the advertisements (hereinafter called “Media Company”) shall observe regarding the use of Ad-Maker (hereinafter called “this Service”), the advertisements transmitting service managed by Nobot Inc. (hereinafter called “Nobot”). The users of this Service shall observe this Ad-Maker Terms of Use (hereinafter called “Terms of Use”), guidelines, rules and other regulations provided by Nobot.

Article 1. (Definitions)

The following terms as used in this Terms of Use shall have the respective meanings as defined below:

1. The term “Media” shall mean the applications or sites that Nobot approved as the Appli posting the advertisements with this Service;
2. The term “Advertisement” shall mean the advertisement transmitted to the Appli through this Service. The term “Advertiser” shall mean the subject who transmits the Advertisement;
3. The term “Profit” shall mean the commission that Nobot pays Media Company and the compensation provided in Article 2.2 (the posting charge). The way of payment of Profit shall be separately decided by Nobot.
4. The term “Administration Site” shall mean the website with which Nobot provides Media Company, showing the numbers of clicking on the Advertisement, the amount of Profit or other information prescribed by Nobot.

Article 2. (Contents of this Service)

2.1 This Service is the service to have display the Advertisement in the Appli of Media Company who wishes to post such Advertisement on its Appli through the system.

2.2 The compensation shall be generated at the unit price prescribed by Nobot whenever a user who uses the Appli positing the Advertisement clicks on such Advertisement. The unit price of clicking shall be set up every Advertisement. Media Company may reap the amount of the unit price of clicking multiplied by the numbers of clicking as compensation, provided, however, that the compensation shall not be generated in case Nobot judged that the click on the Advertisement is unjust or illegal. The judgment whether the click on the Advertisement is unjust or illegal or not shall be made at only Nobot’s discretion and Media Company shall not have the right to raise any objections against such judgment by Nobot.

2.3 Media Company may propose to Nobot the standard of the Advertisement posted on its Appli in advance. Nobot shall transmit the Advertisement suitable for the standard of posting provided by Nobot. In principle, Media Company shall not have the right to raise any objections against the Advertisement previously confirmed to post by Media Company and transmitted.

Article 3. (Conclusion of Agreement)

3.1 The applicant for Media Company (hereinafter called “Applicant”) shall register the information prescribed by Nobot and apply for use of this Service according to the procedures prescribed by Nobot, after agreeing this Terms of Use. In case the Applicant applies for use of this Service, it shall be deemed that such Applicant agreed with this Terms of Use. The Applicant under twenty (20) years of age shall not be able to apply for use of this Service without the prior consent of a person with parental authority.

3.2 Nobot shall examine the Appli of the Applicant in process of the procedures provided in 3.1. If Nobot approves the use of this Service by the Applicant, Nobot shall issue the Applicant with the account as a Media Company. The agreement regarding the use of this Service shall be concluded by and between Nobot and Applicant (hereinafter called “Agreement”) at the time that Nobot declared the Applicant its intentions of approving the use of this Service by the Applicant. The applicant shall not have the right to raise any objections against the result of examination by Nobot.

3.3 Media Company shall immediately renew the registered information when the contents of the information that Media Company registered at the time of application changed.

Article 4. (Administration Site)

4.1 Media Company shall manage ID and password of the Administration Site that Nobot issued to Media Company on its responsibility and shall not get leaked such ID and password. Nobot may stop the use of this Service by Media Company in case Nobot judged such use by Media Company was unjust or illegal.

4.2 Nobot shall not be liable for any damages that Media Company suffered by any events or accidents regarding management of ID and/or password, including, but not limited to, the loss of ID and/or password.

4.3 Nobot may suspend the use of the account by Media Company in case Nobot found some doubtful points about the data in Administration Site.

Article 5. (Force Majeure)

Nobot shall not be liable for any failure in the performance of any of its obligations in this Agreement by reason of force majeure, including, but not limited to, act of God, acts of government or governmental authorities, fires, strike, flood, plagues, riots, war, imperfection of internet environment or mis-operation of computer.

Article 6. (Media)

Nobot and Media Company shall previously discuss and agree on the spots of positing the Advertisement in the Media posting such Advertisement transmitted through this Service. Media Company shall notify Nobot in advance if Media Company changes the spots of posting the Advertisement.

Article 7. (Intellectual Property Rights)

7.1 All the copyrights, patents (including the rights of getting patents), know-how, trade secrets and any other rights regarding this Service are and remain the sole and exclusive property of Nobot or the licensor of Nobot. Media Company shall not obtain any rights regarding this Service, except the case clearly provided in this Terms of Use.

7.2 Media Company shall warrant that the Appli posting the Advertisement does not infringe any rights of Nobot, the Advertisor or any third party, including, but not limited to, copyrights, trademark rights, portrait rights, privacy rights or publicity rights.

Article 8. (Prohibited Acts)

8.1 When Media Company uses this Service, Media Company shall not perform the following act that:

1. is or is possible to be against law, regulations, orders or public order and standards of decency;
2. obstructs or is possible to obstruct the operation of the services that Nobot provides, including, but not limited to, this Service;
3. registers or tries to register false information with Nobot (including impersonating registration);
4. uses or tries to use the information obtained through this Service for the purposes except those that Nobot admitted;
5. makes click or tries to make click on the Advertisement with automatic measures;
6. clicks itself or make a third party click on the Advertisement or tries to do so;
7. obstructs, destroys, restricts or is possible to obstruct, destroy, or restrict the appropriate workings of software, hardware, telecommunications equipment or other devices of Nobot, the affiliated companies with Nobot, other Media Company, Advertisers or any other third parties, by burying a computer virus or other ways;
8. reproduces, changes, conducts reverse engineering, disassembles or decompiles the program provided though this Service or tries to do so;
9. has or tries to have others use the account issued by Nobot;
10. obtains or tries to obtain plural accounts;
11. posts or tries to post the Media with the contents to be against law, regulations, orders or public order and standards of decency or other contents that Nobot judges to be inappropriate;
12. is judged by Nobot to be inappropriate.

8.2 In case Nobot judged that Media Company performed one of the acts provided in Article 8.1, Nobot may terminate this Agreement, stop the use of this Service by Media Company, claim for damages Nobot suffered and take any measures that Nobot judges to be appropriate, without any notice to Media Company. In this case, the Profit that Nobot judged Media Company acquired with unjust or illegal means shall be cancelled and, if Nobot finished the payment of the Profit, Media Company shall immediately return such Profit to Nobot

Article 9. (Term of Agreement)

9.1 This Agreement shall be become effective on the day when this Agreement concluded and shall continue in full force and effect for a period of one (1) year, and shall be automatically renewed every year for an additional one-year period; provided, however, that this Agreement may be terminated by either party at the end of the initial one-year period or at the end of any subsequent one-year period by notice to the other party not later than one (1) month prior to the expiration of the first one-year period of any subsequent one-year period.

9.2 Regardless of Article 9.1, Nobot may terminate this Agreement toward the future at any time by notice to Media Company by the manner prescribed by Nobot not later than two (2) weeks prior to the day when Nobot wishes to terminate this Agreement.

9.3 Media Company may take the procedures to withdraw by the manner prescribed by Nobot.

9.4 After this Agreement terminated, irrespective of the reason, Media Company shall lose all rights regarding to this Agreement, including, but not limited to, the right to receive the Profit, except the right already generated at the time of termination, and shall not have the right to raise any objections against losing such rights. The rights that Nobot has to Media Company at the time of withdrawal of Media Company shall not be lost by such withdrawal.

Article 10. (Termination)

10.1 Nobot may immediately terminate this Agreement or stop the use of this Service by Media Company without any notice to Media Company in case that:

1. Media Company violated this Terms of Use or other rules, or has violated this Terms of Use by the other account;
2. the contents of the Appli posting the Advertisement do not agree with the standard provided by Nobot;
3. Nobot judged that Media Company is related to any gangster organization, or belongs to or has a close relationship with any anti-social groups;
4. the contact to the e-mail address of Media Company registered in this Service is or becomes impossible;
5. the Profit did not be generated for two (2) years and over in the Appli posting the Advertisement;
6. Media Company files a petition in bankruptcy, civil rehabilitation, reorganization, special liquidation or special mediation, a petition in bankruptcy, civil rehabilitation, reorganization, special liquidation or special mediation is filed against Media Company or Nobot judged a fear for the credit status of Media Company occurred, including, but not limited to, the notice of debt adjustment is sent;
7. Media Company dishonored its bill or check;
8. Media Company was received the disposal of attachment arising from nonpayment of taxes and other public charges;
9. Nobot judged that it is difficult to continue this Agreement with Media Company.

10.2 Even if Nobot terminates this Agreement or stops the use of this Service by Media Company based on Article 10.1, Nobot may claim compensation for any damages Nobot suffered against Media Company.

Article 11. (Confidentiality)

Media Company shall not disclose, provide or leak to the third party all technical and business information and all other information regarding the business of Nobot and the affiliated companies with Nobot even if this Agreement terminates, and shall use such information only for the purpose of performing this Agreement.

Article 12. (Indemnification)

12.1 Nobot shall not be concerned with the contents of Appli posting the Advertisement and in no event shall Nobot warrant lawfulness, non-violation, reliability or utility of the contents of the Appli, fitness of the contents of the Appli for a particular purpose or the contents of the Advertisement or otherwise.

12.2 In no event shall Nobot warrant Media Company the numbers of displays and clicks of the Advertisement transmitted to the Appli and other advertising effects.

12.3 Nobot may at any time suspend or stop this Service without notice to Media Company and shall not be liable for damages that the Advertiser suffered by such suspension or stopping of this Service.

12.4 This service shall be provided as it is and in no event shall Nobot warrant that any errors, bugs, logical mistakes, trouble, interruptions or other defects do not exist in this Service, the computer virus or other harmful information is not contained in this Service, the accuracy, reliability, completeness, lawfulness, non-violation, effectiveness or fitness for the purpose of this Service or other.

12.5 Nobot shall not be liable for damages Media Company suffered by its violation of this Terms of Use or other rules.

12.6 In addition to the above, Nobot shall not be liable for damages Media Company suffered by use or not being able to use this Service.

Article 13. (Liability)

When Media Company caused damages to Nobot regarding the use of this Service, Media Company shall be liable to Nobot for any direct or indirect damages (including lawyer’s fee) that Nobot suffered.

Article 14. (Notice)

14.1 All notice from Nobot to Media Company shall be given by a manner that Nobot judges to be appropriate among e-mail for the e-mail address registered by Media Company and notice through the Appli or Administration Site, and Media Company shall agree such manner of notice.

14.2 Notices given the manner provided in Article 14.1 shall be deemed to be delivered to Media Company twenty-four (24) hours after sending such notices. In no event shall Nobot be liable to Media Company for damages that originated in not reaching notices from Nobot to Media Company.

Article 15. (Prohibition of Assignment)

Media Company shall not assign to any third party its position in this Agreement or all or part of its rights or obligations under this Agreement, and shall not dispose of such rights, including, but not limited to, serving as a security.

Article 16. (Revision)

Nobot may revise this Terms of Use or other rules without notice to Media Company. The revision of this Terms of Use or other rules shall become effective when Nobot displayed the revised version of this Terms of Use or other rules in the webpage prescribed by Nobot and it shall be deemed that Media Company agrees to such revision of this Terms of Use or other rules in case Media Company continues to use this Service after such revision without dissent.

Article 17. (Governing Law and Jurisdiction)

This Terms of Use and other rules shall be governed by and construed and enforced in accordance with the Laws of Japan. Any disputes regarding this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo Summary Court or the Tokyo District Court in Japan according to the amount claimed on the lawsuit.

Article 18. (Discussion)

The parties shall sincerely discuss and decide the measures if it becomes clear that there are the matters not provided in this Terms of Use or other rules or the ambiguities arise in connection with the interpretation of any of the provisions of the this Terms of Use.