Effective on October1, 2023

General Terms of Use

These General Terms of Use apply to all Advertisers, Agencies, and Publishers who use all or individual services (“Services”) provided by FAN Communications, Inc. (“FAN”).

1．Objective

These General Terms of Use shall set forth the general matters that apply to the Services, regardless of the type of Services provided by FAN.

2．Scope

2.1 Scope of application

These General Terms of Use shall apply to all users of the Services, regardless of the type of user such as Advertisers, Agencies, or Publishers (collectively “User” or “Users”) in relation to the individual services and agreements used by the Users.

2.2 Relationship with other agreements

In the case of an inconsistency between the provisions of these General Terms of Use and those of the terms applicable to each User or service (“Terms of Use”), the provisions of each Terms of Use shall take precedence.

2.3 Consent to Terms of Use, etc.

Users consent to comply with these General Terms of Use and each Terms of Use (collectively “Terms of Use, etc.”) when using the Services.

3. Definitions

For the purpose of these Terms of Use, etc., the terms listed in each of the items below shall have the stated meaning unless otherwise specified. The following words and terms shall have the following meanings when used herein, and such definitions shall apply to both the singular and plural forms of any such words and terms:

3.1 Advertiser

Individuals, corporations or organizations that intend to distribute advertisements for sales promotion of their own products or services through the Services.

3.2 Agency

Individuals, corporations or organizations that conclude an agreement with FAN to use the Services on behalf of or based on instructions by the Advertiser.

3.3 Indirect Advertiser

Of the Advertisers, those individuals,corporations or organizations which, through an advertisement agency or other third party, request that FAN distribute advertisements.

3.4 Advertising Space

Space where the advertisement of the Advertiser is displayed.

3.5 Advertiser’s Website

Website or application managed and operated by the Advertiser.

3.6 Publisher

Individuals, corporations or organizations that distribute the advertisements of FAN’s Advertisers (including the third parties in case the distributor distributes to third parties, persons called media partner or media member, and advertising media).

3.7 Publisher’s Website

Website or application managed and operated by the Publisher. It also includes websites or applications of the individuals, corporations, or organizations that sign the necessary agreement concerning the running of advertisements solicited by the Publisher and run at the responsibility of the Publisher.

3.8 End-User

Individuals, corporations or organizations that actually exist and view and use the Publisher’s Website, excluding bots, meta-spiders, macro programs, and any other mechanical means.

3.9 Dashboard

Web Page on which FAN displays the information necessary for using the Service and the User information, or the like.

3.10 Ad Creatives

Ad contents created by FAN upon request from the Advertiser or Agency.

3.11 Transaction

Purchases of the Advertiser’s products and services, User’s actions, and other actions.

3.12 Commission

Consideration (in the relationship with the Advertiser or Agency, including the FAN’s Commission for the consideration) for the distribution of the advertisement that is paid to the Publisher (in the case of advertisements published through a third party, to the third party) for the Transaction that occurred for the Advertiser.

3.13 Transaction Terms

Necessary conditions for the Commission to occur. The main types of promotions that generate the Transaction Terms are as follows, and the details thereof shall be stipulated individually.

3.13.1 Main type of Transaction Terms: Pay per lead

Set as the Transaction Terms the provision of the End-User information by the End-User on the Advertiser’s Website by filling out a form or questionnaire.

3.13.2 Main type of Transaction Terms: Pay per click

Set as the Transaction Terms clicking the advertisement by the End-User.

3.13.3 Main type of Transaction Terms: Pay per sale

Set as the Transaction Terms the purchase and use of the products and services or the download, etc. of the Advertiser’s application by the End-User on the Advertiser’s Website, etc..

3.13.4 Main type of Transaction Terms: Pay per installation

Set as the Transaction Terms the installation of the Advertiser’s application by the End-User.

3.13.5 Main type of Transaction Terms: Pay per impression

Set as the Transaction Terms the display of ad contents on the Publisher’s Website, etc. by the End User.

3.14 Transaction Approval

Determination of whether or not a Transaction occurred by approving and confirming or denying and cancelling the Transaction.

3.15 Transaction Fees

Consideration (including the applicable consumption tax) for the use of the Service that is payable to FAN by the Advertiser or Agency. It is calculated based on the Commission payable by FAN to the Publisher, and the specific calculation method shall be stipulated separately.

3.16 Business Day

Business days of FAN based on the calendar designated by FAN.

4. Conclusion of an Individual Agreement

4.1 Conclusion of an agreement

An individual agreement (“Agreement”) shall be concluded when approval is given by FAN in response to the application made by the User in accordance with the form and method designated by FAN. FAN shall be deemed to have given approval either the time when the ID is issued or when the application submitted in writing or by email is approved, whichever is earlier.

5. Authority to Conclude an Agreement

5.1 Effective conclusion of an Agreement

Users represent and warrant the following matters.

5.1.1 Actual existence of the corporation

In the case of a corporation, the corporation effectively exists.

5.1.2 Authority to effectively conclude an Agreement

The User has the legal authority and intention to conclude an Agreement (in the case the User is a corporation, including that the necessary internal procedures have been performed).

5.1.3 Minors

In the case the User is a minor, consent has been obtained from the parental guardian.

6． Confidentiality

6.1.1 Definition of confidential information

“Confidential Information” means all information (regardless of whether tangible or intangible, and including reproductions) about technology, skills, sales, and know-how that is disclosed to the other party in relation to the use of the Services and is designated by the Disclosing Party as confidential. (Information provided through the FAN’s Dashboard is always considered to be Confidential Information, regardless of explicit indication thereof.)

6.1.2 Exceptions to Confidential Information

Notwithstanding the provision of the preceding paragraph, information that corresponds to any of the following shall not be included as Confidential Information.

6.1.2.1 Exception (i): Information that is already known

Information that is already possessed by the party who receives the disclosure of Confidential Information (“Receiving Party”) at the time when the Confidential Information is disclosed.

6.1.2.2 Exception (ii): Publicly known information

Information that is already in the public domain at the time when the Confidential Information is disclosed or information that enters the public domain through no fault of the Receiving Party after disclosure.

6.1.2.3 Exception (iii): Independently developed information

Information that is obtained through independent development by the Receiving Party without using the information disclosed by the Disclosing Party.

6.1.2.4 Exception (iv): Lawful acquisition

Information that is legally acquired by the Receiving Party from a duly authorized third party without assuming the obligations of confidentiality.

6.1.2.5 Exception (v): Exception by the Disclosing Party

Information that is indicated in writing by the Disclosing Party to the Receiving Party as information not subject to confidentiality obligations.

6.1.2.6 Exception (vi): Fraud investigation by the Publisher

Information that is deemed by FAN to require investigation when the Publisher engages in fraud (including when such is suspected).

6.1.2.7 Exception (vii): Prevention of recurrence of fraudulent acts

Information provided by FAN to the Japan Affiliate Service Kyokai or other organizations in which FAN has joined for the prevention of the recurrence of fraudulent acts.

6.1.2.8 Exception (viii): Notification to Advertisers

Registered information about Publishers that is reported to the Advertisers (when the Advertiser contracts with an Agency to handle advertisements, including the Agency) by FAN based on operational necessity, such as for the operation of an affiliate program.

6.2.1 Handling of Confidential Information

Users and FAN shall maintain the confidentiality of and manage the Confidential Information with the due care of a prudent manager and may not disclose such information to a third party without prior written (including electromagnetic means, such as email) consent from the other party.

6.2.2 Legal obligation to disclose

Notwithstanding the provision of the preceding paragraph, when disclosure of Confidential Information is legally required in accordance with an order, requirement, or official procedure from a court of law or government agency, the Receiving Party may disclose Confidential Information to the extent necessary for compliance with such order. However, the Receiving Party shall notify the Disclosing Party of the details to be disclosed in advance unless there is no time to do so or there is a justifiable reason not to do so.

6.2.3 Handling of personal information

FAN shall appropriately handle Users’ personal information in accordance with the Privacy Policy separately stipulated by FAN excluding when otherwise stipulated in the Terms of Use, etc. or in the following cases. https://www.fancs.com/en/privacy

6.2.3.1 Exception(i): Personal information of the Publisher

FAN shall use the personal information of the Publishers FAN manages in accordance with the Handling of Personal Information separately stipulated by FAN.
When the Publisher consents to the Terms of Use, the Publisher shall be deemed to have consented to the Handling of Personal Information. https://www.fancs.com/en/privacypolicy

6.2.3.2 Exception(ii): Third-party contracting of personal information

FAN may, to the extent necessary for the smooth performance and promotion of the use of the Services, contract with a third party for the handling of personal information on the condition that the contractor is imposed with the obligations of confidentiality, and appropriate supervision is provided in relation to the security control measures.

6.2.4 Handling of personally referable information

6.2.4.1：Handling by FAN

FAN shall not use personally referable information received from Publishers or Advertisers through the use of the Services in a form that can be collated with other information and used to identify a specific individual. However, this shall not apply to personally referable information about the Publishers or Advertisers, and Publishers and Advertisers consent that such information may be used in a form in which the principal can be identified by collating with other information.

6.2.4.2：Handling by Publishers

Publishers shall not use personally referable information received from FAN or Advertisers through the use of Services in a form that can be collated with other information and used to identify a specific individual. However, this shall not apply when consent is obtained from the principal that personally referable information shall be used in a form that can be collated with other information and used to identify the principal and the Publisher submits the document separately designated by FAN.

6.3 Prohibition on use for unintended purposes

The Receiving Party may use Confidential Information only for the purpose of using and providing the Services and may not use Confidential Information for any other objectives or purposes, such as sales or gaining profits for itself or a third party.

6.4 Relationship with intellectual property rights

When the Receiving Party creates an invention, idea, design, or copyrighted work based on the Confidential Information, the Receiving Party shall immediately notify the Disclosing Party. Regarding the details of such a case, including the ownership of the rights, the handling shall be determined through discussions.

6.5 Returns and other actions of Confidential Information

Upon termination of the Agreement or upon request from the Disclosing Party, the Receiving Party shall immediately cease use of the Confidential Information, and based on the instructions given by the Disclosing Party, the Receiving Party shall return, destroy, or dispose of the Confidential Information.

6.6 Statistical Information

FAN may use or make public the statistical information aggregated through the use of the Services within the scope that prevents identification of the principal of the information.

7． Elimination of Antisocial Forces

7.1 Definition of Antisocial Forces

Antisocial Forces means an individual, corporation or organization that corresponds to any of the following.

7.1.1 Organized crime group members, etc.

An organized crime group or organized crime group member as set forth in the Act on Prevention of Unjust Acts by Organized Crime Group Members, as well as persons for whom five years have not yet passed since ceasing to be an organized crime group member.

7.1.2 Quasi member of an organized crime group

Of the persons who have a relationship with an organized crime group other than as a member, a person who corresponds to any of the following. (i) Person who may engage in a violent illegal act based on the power of an organized crime group (ii)Person who cooperates with or is involved in maintaining or operating an organized crime group, such as providing funds or weapons to an organized crime group or organized crime group member.

7.1.3 Affiliate company of an organized crime group

Affiliate company of an organized crime group (corporation for which organized crime group member is substantially involved in the management thereof, corporation managed by a quasi-member of an organized crime group or former member of an organized crime group), corporate racketeer, group engaged in criminal activities under the pretext of conducting social campaigns, crime group specialized in intellectual crimes, or any individual, corporation or organization equivalent to these.

7.2 Representation and warranty(i): Non-antisocial

Users and FAN warrant to the other party that it and its corporate officers and employees (“Corporate Officer” or “Corporate Officers”) do not correspond to antisocial forces.

7.3 Representation and warranty(ii): Relationship with antisocial forces

Users and FAN warrant to the other party that none of the following corresponds to itself in a relationship to antisocial forces.

7.3.1 Management by antisocial forces

Antisocial forces have managerial control.

7.3.2 Substantial involvement by antisocial forces

Antisocial forces are deemed to be substantially involved in management.

7.3.3 Use of antisocial forces

Antisocial forces are deemed to be used to gain unfair profit for itself or a third party or to cause damage to a third party.

7.3.4 Provision of funds and benefits to antisocial forces

There is deemed to be involvement with antisocial forces, such as provision of funds or benefits.

7.3.5 Inclusive clause

A Corporate Officer or person substantially involved in management has a socially criticized relationship with antisocial forces.

7.4 Wrongful act

User and FAN each warrant to the other party that it shall not on its own or through a third party engage in any acts that correspond to any of the following.

7.4.1 Example (i): Violent demands

Act of making violent demands.

7.4.2 Example (ii): Excessive demands

Act of making excessive demands beyond legal responsibility.

7.4.3 Example (iii): Threats and violence

Act of using threatening language or behavior or violence in relation to a transaction.

7.4.4 Example (iv): Act of obstructing work operations

Act of spreading rumors or using fraudulent means or force to damage the credibility or obstruct the work operations.

7.4.5 Example (v): Inclusive clause

Any other acts equivalent to the above.

8． Notifications

8.1 Notifications

Notifications by FAN to Users shall be made either in writing, by email, posting on the Dashboard, or other method.

9. No Assignment of Rights and Obligations

9.1 No assignment of rights and obligations

Users and FAN may not, unless prior written consent is obtained from the other party, transfer or loan to a third party or pledge as collateral all or part of the contractual status, rights, and obligations in relation to the Agreement or use of the Services.

9.2 Use by a third party

When User obtains approval from FAN and causes a third party to use the Services (including, in the case where the User is an Agency, any contractor with which the Advertiser or Publisher contracts for the further distribution of advertisements to third parties), the User is obligated to cause the third parties to comply with the Terms of Use, etc.

10． Compensation for Damage

10.1 Maximum amount of compensation for damage

Users and FAN shall be responsible for compensation for the normal damage directly and actually suffered by the other party up to an amount equivalent to the transaction amount for the use of the Services during the immediate one year unless the damage suffered by the other party was caused intentionally or as a result of gross negligence by that party.

11． Indemnities to FAN

11.1 Indemnities

FAN shall be exempted from the following matters.

11.1.1 Indemnities (i): Suspension of services

The Services are operated without problems, stoppages, or suspension.

11.1.2 Indemnities (ii): Repair of service errors

When a fault occurs to the Services, such is always repaired and restored.

11.1.3 Indemnities (iii): Security

There are no computer viruses in the Services, and no security vulnerabilities exist.

11.1.4 Indemnities (iv): Occurrence of Transaction

Transactions shall occur for the Advertiser and other requirements shall be met.

11.1.5 Indemnities (v): Guarantee to distribute advertisements

Distribution of advertisements is requested to a Publisher.

11.1.6 Indemnities (vi): Infringement of rights by Publishers

Responses are taken in relation to an infringement by a Publisher of another person’s copyright, trademark right, or portrait right; other wrongful conduct by a Publisher; or a dispute between a Publisher and a third party.

11.1.7 Indemnities (vii): Occurrence of wrongful Transactions by a Publisher

No Transactions shall occur through wrongful means by a Publisher (including by a third party contracted by the Publisher or by mechanical or artificial means such as bots).

11.1.8 Indemnities (viii): Legal violation or infringement of rights by an Advertiser’s Website or Publisher’s Website

There shall be no violation of laws or infringements of rights or wrongful acts against a third party by an Advertiser’s Website or Publisher’s Website, etc., and responses shall be taken in relation to disputes with a third party.

11.2 Performance of maintenance

FAN may either regularly or irregularly perform maintenance necessary for the provision of the Services.

12． Term of Agreement and Termination without Cause

12.1 Principles of the term of Agreement

The valid term of the Agreement shall be one year from the day on which the use of the Services can commence, excluding the following cases.

12.1.1 Automatic renewal

Unless either FAN or the User notifies the other party of its intention to terminate the agreement at least 30 days prior to the expiration of the term, the agreement shall be renewed for another year, and the same shall apply thereafter.

12.1.2 Termination without cause

FAN or the User may terminate an Agreement even during the term of the Agreement by giving notice to the other party. However, this shall not apply when other terms are stipulated for each service, and in that case, such stipulated terms shall apply.

13． Termination and Acceleration clause

13.1 Termination without notice

In the event either of the following occurs to the other party, the User or FAN may, without warning to the other party, terminate the Agreement and claim compensation for damage. In the case any of the following occurs to an Advertiser, FAN may temporarily suspend provision of the services to the Advertiser in lieu of termination.

13.1.1 Reason for termination (i): Noncompliance with the terms and conditions

The User fails to comply with the Terms of Use and the User is not expected to comply with the Terms of Use, etc.

13.1.2 Reason for termination (ii): Bankruptcy

A petition for the commencement of bankruptcy procedures, civil rehabilitation, or corporate reorganization procedure is filed, or a voluntary liquidation or liquidation has commenced.

13.1.3 Reason for termination (iii): Insolvency

Payments are suspended, or transactions are suspended by a clearinghouse.

13.1.4 Reason for termination (iv): Seizure

A petition for provisional seizure, seizure, or auction is filed.

13.1.5 Reason for termination (v): Tax delinquency

Payment of taxes or public dues is delinquent and demand for payment is received, or the party is subject to preservative seizure.

13.1.6 Reason for termination (vi): Suspension of business operations

A government agency orders suspension of the business operations or rescinds the business license or registration.

13.1.7 Reason for termination (vii): Deterioration of the financial conditions

The financial conditions deteriorate, and it is reasonably determined that the continued provision or use of the Services is or shall likely be difficult.

13.1.8 Reason for termination (viii): Violation of prohibited acts

Any of the prohibited matters or compliance obligations set forth in each Terms of Use is violated.

13.1.9 Reason for termination (ix): Inclusive clause

There is any other reason equivalent to the above.

13.2 Acceleration

The person for whom the Agreement is terminated in accordance with the provisions of the preceding paragraph (“Terminated Party”) shall accelerate for the financial obligations under the Agreement and must immediately pay such obligations in full to the other party (“Terminating Party”). The Terminating Party may at any time offset the credit with an amount equivalent of any financial obligations owed to the Terminated Party.

14. Modification and Termination of Services

14.1 Modification and termination by notification by FAN

FAN may modify or terminate the Terms of Use, etc. and the details of each service by giving notice to the User at least 30 days in advance.

14.2 Scope of effect after modification

The details of services and Terms of Use, etc. after the modification shall, unless otherwise specified, apply to all agreement relationships between FAN and the Users from the point in time when the modification is posted on the website.

15. Governing Law and Court of Competent Jurisdiction

15.1 Governing law

The Terms of Use, etc. and Agreements between FAN and Users shall be governed by and construed in accordance with the laws of Japan.

15.2 Jurisdiction

In the event a dispute arises from or in relation to the Terms of Use, etc. or an Agreement between FAN and the User, depending on the monetary amount of the lawsuit, the Tokyo District Court or Tokyo Summary Court shall be the exclusive court of competent jurisdiction in the first instance.