Basic Advertising Agreement

Basic Advertising Agreement
This page's translation is provided based on AI-generated automatic translation. No guarantee is given regarding the accuracy or completeness of the translation, and only the original Japanese text is legally binding. In case of any doubt regarding the interpretation of the content, the Japanese original shall prevail.
[Article 1 (Definition of Terms)]
For the purposes of these Terms and Conditions, the meanings of the terms in the following items shall be as specified in each item.
(1) “Qurasuki” means the operator, namely, Qurasuki.
(2) “Target Media” means the website operated by Qurasuki.
(3) “Advertising Publication, etc.” means the publication of advertisements on the target media, the implementation of advertising campaigns, and other advertising-related measures as separately stipulated by Qurasuki.
(4) “Advertising Publication, etc. Agreement” means the contract concerning the commissioning of advertising publication, etc. to Qurasuki.
(5) “Publishing Media” means, among the target media, those media on which advertising publication, etc. is carried out.
(6) “Media Users” means the users of the publishing media.
(7) “Applicant” means an advertiser, agency, or other party who applies for advertising publication, etc. with Qurasuki.
(8) “Advertiser, etc.” means those among the Applicants who have entered into an Advertising Publication, etc. Agreement with Qurasuki.
(9) “The Application Form” means the form for applying for advertising publication, etc. as specified by Qurasuki.
(10) “Advertising Content” means the web pages, illustrations, photographs and other images, videos, music, and text or other content that are published on the publishing media as part of the advertising publication, etc.
(11) “Advertising Details” means the content of the advertising publication, etc., including the content, design, and format of the advertising content, as well as the details regarding the advertised products or services and the content of the links or references related to the advertising publication, etc.
(12) “Advertising Fee” means the consideration for the advertising publication, etc.
[Article 2 (General Provisions)]
1. These Terms set forth the contractual conditions applicable to all aspects of advertising publication, etc.
2. In applying for advertising publication, etc., it is necessary to agree to the contents set forth in these Terms.
3. The contractual conditions of the Advertising Publication, etc. Agreement shall be as stipulated in these Terms and in the Application Form. In case of any discrepancy between the conditions of the Application Form and these Terms, the conditions of the Application Form shall prevail.
4. Depending on the content of the advertising publication, etc., in addition to these Terms, separate terms specified by Qurasuki (hereinafter referred to as “Individual Terms”) may apply. In such cases, the applicable Individual Terms shall be incorporated as part of these Terms and shall apply to the Advertising Publication, etc. Agreement.
5. In the event of any conflict or inconsistency between the provisions of the Individual Terms and these Terms, the provisions of the Individual Terms shall take precedence.
[Article 3 (Formation of Advertising Publication, etc. Agreement)]
1. The application for advertising publication, etc. shall be made by transmitting the Application Form, filled out with the required details, to Qurasuki.
2. The Advertising Publication, etc. Agreement shall be deemed to have been formed when Qurasuki reviews the application submitted by the Applicant and expresses its approval.
[Article 4 (Handling of Objections, etc.)]
1. If any objection, complaint, claim for damages, or any other claim (hereinafter referred to in this Article as “Objections, etc.”) is made by a third party against Qurasuki or its business partners regarding the advertising publication, etc. applied for by the Applicant, the Applicant shall compensate Qurasuki for any damages incurred as a result of such Objections, etc. However, this shall not apply if such Objections, etc. arise due to reasons attributable to Qurasuki.
2. The Applicant shall pay Qurasuki for the costs incurred in addressing such Objections, etc., excluding any costs that are not reasonable. However, this shall not apply if such Objections, etc. arise due to reasons attributable to Qurasuki.
3. In the event that the claimant of such Objections, etc. is a Media User, or if Qurasuki designates otherwise, the Applicant shall not contact or attempt to contact the claimant of such Objections, etc., directly or indirectly.
[Article 5 (Advertising Publication Standards)]
1. The Applicant guarantees that the advertising content does not violate each of the items listed in the following “Advertising Publication Standards” (hereinafter referred to as “these Advertising Publication Standards”).
(1) Materials that affirm or glorify crimes such as violence, gambling, drug abuse, or prostitution.
(2) Content that is repulsive, brutal, grotesque, or otherwise likely to cause discomfort.
(3) Expressions related to sexuality that are highly obscene.
(4) Material that could disrupt public morals or potentially incite criminal activity.
(5) Content that may be contrary to public order and morals.
(6) Items that may be associated with criminal behavior.
(7) Material that may infringe upon the property or privacy rights of third parties.
(8) Items that may be disadvantageous to third parties.
(9) Content that slanders or defames third parties.
(10) Items concerning services or products for which Qurasuki prohibits advertising publication, etc.
(11) Content that may violate laws (including the Pharmaceuticals and Medical Devices Act for ensuring the quality, efficacy, and safety of pharmaceuticals and medical devices, as well as the Act against Unjustifiable Premiums and Misleading Representations), ministerial orders, ordinances, other regulations, or administrative guidance.
(12) Content where there is a low degree of relevance between the expression of the advertising publication, etc. and the content of the linked destination.
(13) Content that is of low usefulness, either the advertising publication, etc. itself or that of its linked destination.
(14) Items that include comparative expressions explicitly indicating or implying competing products or services.
(15) Content that includes unfair criteria or other unreasonable comparative expressions.
(16) Content that may excessively provoke speculation or gambling impulses, or trigger a sense of compulsion through warning images, etc.
(17) Material that is unscientific, or akin to superstition, and that may confuse or cause anxiety to media users.
(18) Content that uses names, photographs, speeches, trademarks, copyrights, etc. without permission.
(19) Material that may harm the dignity of nations or ethnic groups, domestically or internationally.
(20) Items that are deceptive, or that fall under the category of malicious commercial practices commonly known as scams.
(21) Content pertaining to a specific religion or political stance.
(22) Content that contains expressions likely to evoke banknotes, currency, or similar items.
(23) Material concerning companies or services that compete with Qurasuki or the target media.
(24) Content that interferes with the operation of Qurasuki or the target media.
(25) Any other material that Qurasuki deems to damage the dignity of Qurasuki or the target media.
(26) Publications from Applicants who have previously violated these Advertising Publication Standards.
(27) Items in which the party responsible for the advertisement or its content, etc. is unclear.
(28) Content whose details or purpose are unclear or difficult to discern.
(29) Items where the content includes false, unjustified, or exaggerated representations, and that may be subject to misunderstanding or misinterpretation.
(30) Material that includes an objective evaluation that is not based on, or does not specify, a reasonable basis (including bases that have not been empirically verified).
(31) Items that simultaneously publish vehicles (including automobiles, motorized bicycles, and light vehicles) and alcoholic beverages.
(32) Material that includes election campaigning or similar activities (regardless of whether they violate the Public Offices Election Law).
(33) Content that includes warning expressions.
(34) Items that may be mistaken or confused with the content published by Qurasuki or content within the publishing media.
(35) Any other material that Qurasuki deems inappropriate.
2. In the event that Qurasuki suffers damage due to the advertising content violating these Advertising Publication Standards, the Applicant shall compensate Qurasuki for such damages.
3. The provisions of the preceding two paragraphs shall not apply in cases where the advertising content violates these Advertising Publication Standards solely due to reasons attributable to Qurasuki.
[Article 6 (Competition Adjustment)]
Unless otherwise agreed with the Advertiser, etc., Qurasuki shall not perform any competition adjustment regarding advertising publication, etc. (which refers to the adjustment of publication timing, etc., for the purpose of ensuring that other advertisements for products or services similar to those featured in the advertising publication, etc. are not published concurrently).
[Article 7 (Advertising Fee)]
1. The advertising fee for each instance of advertising publication, etc. shall be as stipulated in the corresponding Application Form.
2. The Applicant shall pay the advertising fee to Qurasuki by the payment due date stated on the invoice.
3. Payment of the advertising fee as stipulated in this Article shall be made in advance by transferring the amount (including consumption tax and local consumption tax) to the bank account designated by Qurasuki. The transfer fee shall be borne by the Applicant.
[Article 8 (Effects of Payment Delay)]
1. If the Applicant delays in fulfilling its monetary obligations to Qurasuki under advertising publication, etc., Qurasuki may suspend the performance of all obligations under the Advertising Publication, etc. Agreement and any other advertising publication, etc. agreements in effect at the time of such delay until payment is made by the Applicant. In such cases, Qurasuki shall not be liable for damages or any other liability arising from such suspension of performance.
2. In the event described in the preceding paragraph, the Applicant shall pay Qurasuki delay damages calculated on a pro rata daily basis at an annual rate of 14.6% for the delayed monetary obligation until payment is made.
[Article 9 (Modification of Advertising Content)]
1. Even after the Advertising Publication, etc. Agreement is formed, if Qurasuki determines that the advertising content violates these Advertising Publication Standards, it may require the Advertiser, etc. to modify the advertising content, and upon receiving such a request, the Advertiser, etc. shall promptly modify the advertising content. However, the Advertiser, etc. shall not be relieved from any obligations or liabilities under the Advertising Publication, etc. Agreement on the grounds that Qurasuki did not require modification or that the advertising content was modified.
2. After the formation of the Advertising Publication, etc. Agreement, if Qurasuki determines that the advertising content violates these Advertising Publication Standards, Qurasuki may, by giving notice to the Advertiser, etc., suspend or interrupt the advertising publication, etc. or terminate the Advertising Publication, etc. Agreement without incurring any liability for damages or otherwise.
3. Advertisers may cancel the advertising agreement within one week from the contract start date using the specified method (the 'Cancel Contract' button on the dashboard). However, this does not apply if the advertising fee has already been paid, even within that period.
[Article 10 (Termination of Agreement)]
1. In the event that any one of the following items applies, Qurasuki may, without any notice or other procedure to the Advertiser, etc., suspend the performance of all or part of the Advertising Publication, etc. Agreement or terminate all or part of the Advertising Publication, etc. Agreement. In such cases, Qurasuki may claim damages from the Advertiser, etc. for any harm incurred by Qurasuki due to such applicable circumstances.
(1) If the Advertiser, etc. violates any law or any other contract (including the Advertising Publication, etc. Agreement or other agreements concluded with Qurasuki) and fails to promptly remedy such violation despite notice from Qurasuki.
(2) If the Advertiser, etc. (including an Advertiser who has delegated the agency of advertising publication to an agency) is subject to any public authority actions such as seizure, provisional seizure, provisional disposition, compulsory execution, auction, tax delinquency proceedings, or cancellation of a business license, or if a legal insolvency proceeding such as special liquidation, civil rehabilitation, corporate reorganization, or bankruptcy is initiated with respect to the Advertiser, etc.
(3) If any bills or checks issued or accepted by the Advertiser, etc. are dishonored, or if Qurasuki reasonably determines that the financial condition of the Advertiser, etc. has deteriorated.
(4) If the Advertiser, etc. or its officers cause or are reasonably considered likely to cause damage to the reputation of Qurasuki, its affiliates, or the advertising industry.
(5) In the event of a violation of Article 16.
2. In the event that any of the items in the preceding paragraph applies, the Applicant shall immediately lose any benefit of term concerning all obligations owed to Qurasuki (not limited to obligations under the Advertising Publication, etc. Agreement).
[Article 11 (Payment Amount upon Termination or Cancellation)]
1. The Advertiser, etc. may cancel the Advertising Publication, etc. Agreement even after its formation on the condition that they pay the advertising fee and the corresponding consumption tax to Qurasuki.
2. In the event that the Advertising Publication, etc. Agreement is terminated or cancelled due to reasons attributable to the Advertiser, etc., the Advertiser, etc. shall be obligated to pay the advertising fee and the corresponding consumption tax to Qurasuki as a penalty for breach.
3. The payment due date for the amounts specified in paragraphs 1 and 2 shall be the end of the month following the month in which the termination notice or cancellation request is made, and the payment method shall be in accordance with the provisions of Article 8, paragraph 3.
[Article 12 (Eligibility for Application)]
Applications for advertising are limited to corporations registered in Japan or sole proprietors who have submitted a notification of business opening in Japan.
[Article 13 (Exemption of Liability)]
1. If Qurasuki is unable to perform all or part of its obligations under the Advertising Publication, etc. Agreement due to any of the following circumstances, Qurasuki shall not be liable for damages or any other liability arising from such non-performance, except in cases of Qurasuki’s intentional misconduct or gross negligence. In such cases, the Advertiser, etc. shall not have any payment obligations for the portions not published by Qurasuki.
(1) Power outages.
(2) Communication line malfunctions.
(3) Acts of God, such as natural disasters.
(4) Failure or interruption of services provided by communication service providers or other third parties.
(5) System malfunctions related to internet infrastructure, servers, or other systems.
(6) Circumstances beyond the control of Qurasuki.
2. If, in order to ensure smooth business operations, it becomes necessary for Qurasuki to suspend or interrupt all or part of its obligations under the Advertising Publication, etc. Agreement, and Qurasuki suspends or interrupts such obligations, Qurasuki shall not be liable for any damages or other liability arising from such non-performance. In this case, the Advertiser, etc. shall not incur any payment obligations for the portions not published by Qurasuki.
3. Qurasuki may change the advertising start date by notifying the Advertiser, etc. In such case, Qurasuki shall not be liable for any damages or other liability arising from such change of the advertising start date.
4. On the first day of the advertising period, and during any change of advertising content during the advertising period, the interval from 10:00 AM to 12:00 PM on the first day of the changed advertising publication shall be considered an advertising adjustment period, during which Qurasuki shall not be liable for any non-performance or issues with the advertising publication, etc.
5. If, during the advertising period, the link from the advertising publication, etc. becomes invalid or if there is an issue with the site to which the link directs, Qurasuki may suspend the advertising publication, etc. In such cases, Qurasuki shall not be liable for any damages or other liability arising from the suspension of advertising publication, etc.
6. Unless otherwise agreed, Qurasuki does not guarantee that a certain effect will be achieved through the implementation of advertising publication, etc.
7. Regardless of the reason, if Qurasuki is held liable to the Applicant for damages in relation to the advertising publication, etc., the compensation amount based on such liability shall be limited to the advertising fee for the advertising publication, etc. in which the damage occurred.
[Article 14 (Confidentiality)]
1. Both Qurasuki and the Applicant shall not disclose or leak any confidential information of the other party learned in connection with the advertising publication, etc. without the prior written consent of the respective party.
2. Information falling under the following items shall not be considered as confidential information under the preceding paragraph:
(1) Information that was already public knowledge prior to being obtained in connection with the advertising publication, etc.
(2) Information that becomes public knowledge after being obtained in connection with the advertising publication, etc. due to reasons not attributable to the party.
(3) Information that is independently created without reliance on the confidential information obtained in connection with the advertising publication, etc.
(4) Information lawfully obtained from a third party who is not bound by a duty of confidentiality.
[Article 15 (Exclusion of Transactions with Antisocial Forces)]
The Applicant represents and warrants the following:
(1) That neither the Applicant nor its officers, key employees, or shareholders or parties who have substantial influence over its management (hereinafter referred to as “its officers, etc.”) are or have been members of, or affiliated with, organized crime groups, members thereof, companies or organizations related to such groups, or any other antisocial forces (collectively referred to as “antisocial forces”), and that they will not become so in the future.
(2) That the Applicant or its officers, etc. do not have, nor will have, any socially condemnable relationship with antisocial forces.
(3) That neither the Applicant nor its officers, etc. have utilized, nor will utilize, antisocial forces.
(4) That neither the Applicant nor its officers, etc. have provided wages or other benefits to antisocial forces, or supplied any conveniences that aid in their maintenance or operation, nor will do so in the future.
(5) That the Applicant, or any third party on its behalf, will not use violent acts, trickery, or threatening language against Qurasuki and its officers, shareholders, affiliates, parent companies, customers, business partners, or related parties (hereinafter referred to as “related parties”), nor damage the reputation or credit of the other party and its related parties, nor interfere with their business operations.
(6) In the event that the Applicant is an agency, that the advertiser to whom the agency has delegated the advertising publication satisfies all of the preceding conditions.
[Article 16 (Jurisdiction)]
All disputes arising in connection with or due to the Advertising Publication, etc. Agreement shall be subject to the exclusive jurisdiction of the court having jurisdiction over the location of our company as the court of first instance.
[Article 17 (Governing Law)]
The formation, validity, performance, and interpretation of the Advertising Publication, etc. Agreement shall be governed by the laws of Japan.
[Article 18 (Modification of Contract Terms)]
Qurasuki may, at any time, modify the provisions of these Terms. However, for any Advertising Publication, etc. Agreements that have already been formed, the provisions of these Terms as of the application date stated on the corresponding Application Form shall apply.

Established on November 1, 2024