Yahoo! JAPAN Ads Campaign Editor Terms of Use

We provide this translation for your convenience. The Japanese version is the official language we use to enforce our terms. This Yahoo! JAPAN Ads Campaign Editor Terms of Use (the "Terms") shall apply when a customer (the "User") who has agreed to the Master Terms and Conditions and is using the LY Corporation Advertising services (the "Advertising Service") offered by LY Corporation (the Company) uses the "Yahoo! JAPAN Ads Campaign Editor" application software (the "YCE") that is provided by the Company. The YCE forms a part of the Tool as defined under the Master Terms and Conditions, and in addition to the Terms, the relevant provisions of the Master Terms and Conditions shall also apply to the use of the YCE. If there are any inconsistencies between the provisions of the Terms and the Master Terms and Conditions, the Terms shall prevail.

1. Article 1 Grant of License for the YCE
1. The Company grants a non-exclusive license to the User to use the YCE in accordance with the Master Terms and Conditions and the Use Agreement (defined in the following paragraph).
2. An agreement relating to the use of the YCE (the Use Agreement) is formed when the User agrees to the Terms and becomes able to use the YCE.
3. The User may use the YCE and the information, functions, files, etc., that are generated by the Company and the YCE (Information, etc.) for the sole purpose of operating the Advertising Service (refers to making requests, setting conditions, managing, and confirming the display of ads; same shall apply after this) subject to compliance with the Master Terms and Conditions and the Use Agreement.
4. If the Company releases an updated version of the YCE or makes modifications to the existing version, the Master Terms and Conditions and the Terms shall also apply to these versions, and the User shall promptly update to the latest version of the YCE and use it at its own responsibility. The User acknowledges in advance that, if the User fails to renew the YCE, there may be cases where all or part of the YCE's functions cannot be used.

1. Article 2 Terms of Use
1. The User may install the YCE on a personal computer (limited to those that are used for the purpose set forth in Article 1.3) that is controlled by the User or its advertiser at its own responsibility and in accordance with the procedures established by the Company.
2. In some cases, there may be usage or functional restrictions on the use of the YCE that are specified in advance by LY (for example, the maximum number of times the YCE can be used and the number of advertising display accounts that can be managed), and the User shall not exceed such restrictions when using the YCE. LY may add or modify such restrictions on use at any time and at its own discretion.
3. The User shall not decode or attempt to decode the source code for the YCE through reverse engineering, disassembling, or the like.
4. Regardless of whether or not compensation is received, the User shall not transfer, loan, or sublicense the YCE to a third party and shall not use or provide the YCE, the Information, Etc., or services that use the YCE or the Information, etc. for another company's service unless expressly provided in the Use Agreement or there is prior written consent of the Company.
5. The Company or its licensees shall retain all patent rights, copyrights, and other intellectual property rights relating to the YCE and the Information, etc., and the User shall not engage in any act that will infringe such rights.
6. The User shall assume all liability for the use of the YCE and the results of such use unless such liability is caused by the Company’s willful misconduct or gross negligence, and the User shall handle any inquiries, complaints, and the like from third parties (including advertisers) that arise in connection with the use of the YCE at its own expense and responsibility, even if they occur after the use of the YCE has been terminated.

1. Article 3 Use of Information
1. The User acknowledges that the Company will be collecting and using (including improving and analyzing the effectiveness of the YCE) information relating to the usage of the YCE and the Advertising Service that uses the YCE.

1. Article 4 Usage Fee and Costs
1. The use of the YCE shall be free of charge, provided that the User acknowledges in advance that a usage fee may be charged in the future, and the Company will give prior notice in such cases.
2. The User shall be responsible for all costs that are required to use the YCE (including telecommunication costs and the costs involved in arranging a suitable use environment).

1. Article 5 No Warranties
1. the Company makes no warranty regarding the YCE and the Information, etc., including merchantability, accuracy, fitness for the User's purpose of use, absence of bugs or defects, non-infringement of third-party rights, and the provision of support and version upgrades.

1. Article 6 Limitation of Liability
1. The Company shall not be liable for any damages incurred by the User in connection with the use or inability to use the YCE and the consequences thereof (including the instructions and advice that are given by the Company in connection with the YCE and the Information, Etc., and any additions, changes, and the like that are made based on such instructions and advice) or otherwise in connection with the Use Agreement unless such damages are caused by the Company's willful misconduct or gross negligence.
2. Notwithstanding any of the provisions of the Use Agreement, if the Company becomes liable to the User for breach or damages in connection with the Use Agreement, the scope of such damages will be limited to direct and ordinary damages, and the Company shall not be liable to the User for any damages, lost profits, loss of business opportunities, costs incurred by the User to acquire a replacement service, and damages resulting from the loss of data that result from extraordinary circumstances (the foregoing also applies in cases where the Company had been notified in advance by the User or a third party that such damages may occur).

1. Article 7 Use of Trademarks, Etc.
1. The User shall not create or use brochures or the like that bear trademarks such as service marks (for example, "Yahoo! JAPAN"), logos, and the like or the trade names of Yahoo! JAPAN (including those of LY Corporation’s affiliates, business partners, and the like) without the prior written consent of the Company.

1. Article 8 Confidentiality
1. During the effective term of the Use Agreement and for a period of two (2) years following the termination of the Use Agreement, the Company and the User shall maintain strict confidentiality of the fact that the Use Agreement has been executed as well as the other party's trade secrets (as defined under Article 2(6) of the Unfair Competition Prevention Act) that are learned through the Use Agreement and that is explicitly stated to be confidential by the other party upon disclosure ("Confidential Information"), and neither the Company nor the User shall disclose, provide, or divulge Confidential Information to any third party or use it for any purpose other than to perform the Use Agreement without the prior written consent of the other party, provided that if a public agency has issued a disclosure request with legal enforceability, a disclosure can be made to the extent required to comply with such request, subject to prompt notice being giving to the disclosing party.
2. Notwithstanding the provisions of the preceding paragraph, information that falls under any of the following items shall not be considered Confidential Information: (1) Information that was already in the possession of the recipient at the time of disclosure.
   (2) Information that is independently developed by the recipient without using Confidential Information
   (3) Information that was already public at the time of disclosure
   (4) Information that became public after disclosure through no fault of the recipient
3. To the extent necessary to perform the Use Agreement, the Company and the User may disclose Confidential Information that has been disclosed by the other party to their directors, officers, and employees as well as to third parties who have a professional duty of confidentiality such as attorneys, certified tax accountants (zeirishi), and the like, provided that a party that discloses information to a third party shall make such third party comply with confidentiality obligations that are equivalent to those under the Use Agreement, and shall be liable to the disclosing party for the handling of Confidential Information by such third party.

1. Article 9 Termination of the Use Agreement
1. The User may terminate the Use Agreement at any time by uninstalling the YCE.
2. The Company may terminate the provision of the YCE at any time, and upon the termination of the provision of the YCE, the Use Agreement will automatically be terminated.
3. The Company shall not be liable to the User for the termination of the provision of the YCE in the preceding paragraph.
4. Notwithstanding the provisions of the three preceding paragraphs, if all the agreements between the User and the Company relating to the Advertising Service are terminated for any reason, the Use Agreement will also be terminated.

1. Article 10 Termination
1. If any of the following applies to the User, the Company may immediately suspend the performance of or terminate all or part of the Use Agreement or the agreements relating to the Advertising Service without giving any notice to cure or perform any other procedures. Such termination of the agreement shall not preclude the claiming of damages.
   (1) The User breaches the terms of use for the YCE set forth in Article 2.
   (2) The User otherwise breaches the Use Agreement or the Master Terms and Conditions and fails to cure such breach or perform its obligations within a reasonable period that is stipulated by the Company.
   (3) The User engages in an act that damages the name, trust, or reputation of the Company or a website operated by the Company and fails to resolve the said situation within two (2) weeks following the date on which the corrective action was requested.
   (4) The User is subject to a petition for attachment, provisional attachment, provisional disposition, compulsory execution, or auction because of a decline in its credit rating, asset value, or the like, or it receives a demand for the payment of taxes and public dues in arrears.
   (5) The User is ordered to suspend its business, or its business permit or business registration is revoked by a regulatory agency.
   (6) The User is subject to a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or other legal insolvency proceedings, or the User enters proceedings for dissolution (including dissolution by operation of law or regulation), liquidation, or voluntary liquidation.
   (7) The User passes a resolution to reduce the stated capital, discontinue or suspend its business, or transfer all or a material part of its business.
   (8) A note or check issued by the User is dishonored, or the User otherwise becomes insolvent or declares its insolvency.
   (9) There is a change in the User's major shareholders or management, and the other party determines that it would be unreasonable to continue the Use Agreement.
   (10) The User violates a law or regulation.
   (11) It is discovered that a party or an interested party thereof (refers to directors and officers, their spouses and blood relatives within the second degree, any company in which such individuals hold a majority of the voting rights and any affiliate or director or officer thereof; same shall apply after this), or a significant employee, major shareholder, or trading partner or the like of a party is an anti-social force (refers to an organized crime group, member of an organized crime group, quasi-member of an organized crime group, entity affiliated with an organized crime group, corporate racketeer, individual acting under the pretext of social or political activism, organized crime group with special intelligence, and equivalent individuals; same shall apply after this), or it becomes clear that a party, an interested party thereof, or a significant employee, major shareholder, trading partner or the like of a party is involved with an anti-social force.
2. If any of the items in the preceding paragraph applies to the User, all the User's liabilities to the Company will be immediately accelerated.
3. The termination of the agreement in accordance with paragraph 1 of this Article shall not preclude the Company from claiming damages against the User.

1. Article 11 Handling upon Termination of Agreement
1. Upon the termination of the Use Agreement (except when the Use Agreement is terminated under Article 9.1), the User shall immediately uninstall the YCE and comply with any instructions that are provided by the Company.

1. Article 12 No Assignment of Rights and Obligations
1. The User shall not assign to a third party, pledge, or otherwise dispose of all or part of the rights and obligations arising under the Use Agreement without the prior written consent of the Company.

1. Article 13 Amendments
1. The Company may amend any of the provisions of the Terms at any time, and the User shall confirm and agree to the Terms that are effective from time to time. If the User continues to use the YCE following such amendment, each provision of the amended Terms shall also apply to the Use Agreement that has already been formed.

1. Article 14 Matters for Discussion
1. Matters that are not provided for in the Use Agreement and matters that give rise to questions regarding the interpretation of the Use Agreement shall be resolved between the User and the Company through good-faith discussion.

1. Article 15 Governing Law
1. The formation, validity, performance, and interpretation of the Use Agreement shall be governed by the laws of Japan.

1. Article 16 Exclusive Jurisdiction
1. Depending on the amount of controversy, the Tokyo District Court or the Tokyo Summary Court shall have exclusive authority as the court of first instance in any litigation related to the Use Agreement.

Established July 8, 2013
Revised on November 27, 2019