* The English version of these Master Terms and Conditions is merely a translation of the Japanese original prepared for your reference. The Japanese version of the Master Terms and Conditions (http://sustse.net/) is applied to the agreement between the Applicant and Sun State Service ("SSS"), and SSS assumes no responsibility whatsoever for discrepancies of interpretation arising between the Japanese and English versions.
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Master Terms and Conditions
These Master Terms and Conditions comprise the terms of agreement for the display of Sun State Service(“SSS”) including but not limited to Sponsored Search and Interest Match submitted with SSS by the client (the “Applicant”). If there is a disagreement between the terms of these Master Terms and Conditions and those of another agreement that has been entered into between SSS and the Applicant regarding the display of advertising (be it in the name of an “agency agreement” or any other name), that separate agreement will take precedence over these Master Terms and Conditions.
1. Every time the Applicant wishes to post an advertisement (“Advertisement”), the Applicant must once again consent to these Master Terms and Conditions and submit a standard application via the SSS website, or by way of another means specifically instructed by SSS.
2. If SSS indicates that it accepts the application to post an Advertisement described in the preceding paragraph, an advertising agreement (“Advertising Agreement”) will be formed in respect of that Advertisement, having as its terms of agreement these Master Terms and Conditions.
3. When SSS receives an application from the Applicant to display the Advertisement, it will open an account for the Applicant, and if, after having confirmed receipt of the Deposit (defined in Article 5), performed a credit check, checked the Advertisement and gone through other standard procedures, SSS decides to approve the Advertisement, SSS will display the Advertisement, thereby indicating its acceptance of the application as per the preceding paragraph. SSS is also able to indicate its acceptance of the Advertisement by sending a message to the e-mail address used by the Applicant when applying, or displaying a message on the Tool (defined in Article 4).
4. For Advertisements already displayed under the Advertising Agreement, the Applicant will once again consent to these Master Terms and Conditions and use the Tool (defined in Paragraph 1 of Article 4) or another means specifically instructed by SSS to apply for any additions of, or changes to, Keywords (defined in Paragraph 1 of Article 2), Charges per Click (defined in Paragraph 5 of Article 5), or budgets, or otherwise make changes to terms, add new advertisements or make changes to advertisements. The application of Paragraph 2 of this Article is extended to Advertising Agreements whose terms have been changed and Advertising Agreements that have formed in relation to newly-added Advertisements.
5. The Applicant acknowledges that all communications, e-mails, information and the like sent by SSS before the Advertisement is displayed are sent for the purpose of confirming the details of applications, and similar purposes, unless SSS describes clearly the acceptance under Paragraph 3 of this Article.
6. The Applicant acknowledges that SSS may at its own discretion refuse applications from the Applicant to post advertisements (hereinafter shall include refusals relating to changes of terms or additions of new Advertisements as set down in Paragraph 4), on the basis of the credit check, checks of advertisements (including inspection of links, as defined in Paragraph 1 of Article 2), or otherwise, and that SSS will not be liable therefor. If SSS has refused the Applicant's application and closed the account in question, but the Applicant has already made a Deposit, SSS will return that Deposit by transferring it to an account with a financial institution specified by the Applicant or make a refund on the Applicant’s credit card if the Deposit was made by a credit card. Any transfer charges will be borne by SSS. However, in a case where the Advertising Agreement is terminated according to any Item of Paragraph 1 of Article 10, the Applicant will bear the transfer charges for returning the Deposit (Elsewhere, all transfer charges will be borne by the Applicant unless it is stated explicitly in the Master Terms and Conditions that they are to be borne by SSS).
1. The Applicant bears all responsibility for Advertisements, links from the Advertisements (includes domain names, URLs, websites on the same domain and the like; hereinafter referred to as “Links”), and keywords entered by the Applicant in relation to the Advertisement (“Keywords”), and guarantees SSS the following:
2. If SSS is served with a claim by a third party for damages arising from the Advertisement or Links, the Applicant is responsible for resolving the issue at its own expense, unless the damages result from circumstances attributable to SSS.
After the Advertising Agreement has been entered into or the Advertisement displayed, SSS is still able to immediately terminate, suspend, or remove the Advertisement with no associated legal responsibility to the Applicant whatsoever in the form of responsibility for default on liabilities or responsibility to pay compensation or the like if the obligations of guarantee set down in the provisions of Paragraph 1 of Article 2, or another Advertising Agreement have been breached, SSS judges at its own discretion that there is a risk of such a breach occurring, SSS deems there is concern that there is some impropriety in the Applicant operation of their account (there is a danger that the Applicant’s actions may cause damage to SSS or a third party or be in violation of Japanese laws or these Master Terms and Conditions), or SSS or an affiliate providing SSS with an advertising space (“Affiliate”) judges that the Advertisement or Links are inappropriate (includes but is not limited to breaches of that Affiliate’s advertising standards). This however, does not exempt the Applicant from paying advertising charges that have already been incurred under the Advertising Agreement.
1. SSS grants the Applicant the right to access and use interfaces for displaying and managing advertising, programs (including but not limited to tags and web beacons for measuring the effectiveness of advertising) tools, systems, websites and the like provided by SSS (hereinafter referred to collectively as “the Tool”) , for the sole purposes of submitting applications to display Advertisements, and setting, managing and confirming advertising terms, on the condition that the Applicant does so in compliance with these Master Terms and Conditions.
2. When accessing and using the Tool, the Applicant will comply with the rules set down below.
3. SSS regards any submission of applications for advertising or setting, changing, or addition of terms of advertising performed using the Tool to have been performed by the Applicant. SSS will not be liable for any damages incurred by the Applicant as a result of the same. If the Applicant divulges or makes improper use of the ID or password etc. for the Tool, the Applicant must immediately make a written report to SSS and comply with any instructions issued by SSS.
1. Advertising charges are incurred when the Advertisement is displayed for the designed period, and payment is deemed to have been made to SSS by the Applicant along with the amount equal to the result of multiplying advertising charges by the sum of the tax rates of the national and local consumption taxes, from funds that the Applicant has previously deposited into its account (the “Deposit”). In the event that the advertising charges incurred exceed the Deposit, the shortfall will be deducted from future Deposits at the time they are made.
2. In addition to the advertising charges set down in the preceding paragraph, the Applicant will pay SSS consideration for services provided by SSS in accordance with these Master Terms and Conditions that the Applicant has selected, along with the amount equal to the result of multiplying the consideration for services by the sum of the rates of the national and local consumption taxes, as invoiced by SSS. SSS is not obliged to provide the service until it has received this consideration.
3. Deposits into the Applicant’s account by the Applicant can only be made by way of a credit card approved by SSS, bank transfer, or other means specified separately by SSS. If in order to pay the Deposit the Applicant uses a third-party payment service or similar that SSS has commissioned to collect advertising charges and other consideration, the Applicant will agree to the standard conditions of use, guidelines and the like set down by that third party.
4. In order to change the payment terms in Paragraphs above of this Article, SSS, having reviewed the proposed changes, must give its consent, and both parties must enter into an agreement accordingly, using a standard SSS form.
5. SSS will not issue any receipts for the payment of charges set down in Paragraphs 1 and 2 of this Article; instead, records of orders to transfer funds issued by the financial institution in question and statements issued by the credit card issuer will serve as receipts.
6. If you pay with your credit card, you will see “SSTE 0570-002-655” on your billing statement. If you have any enquiries, please feel free to contact us.
7. You may cancel your order for Sun State Service Pte Ltd services, at no cost to you, at any time before the work is performed. You may cancel your service request via telephone or via email. If you cancel the services before your ad(s) have been placed on the Internet, you are entitled to and will receive a prompt 100% refund.
1. SSS makes no guarantees and bears no responsibility in relation to the following:
2. If some or all of the obligations under the Master Terms and Conditions could not be honored as a result of power outage, malfunction of telecommunications lines, natural disaster or other act of god, failure of a telecommunications service provider to perform on obligations, malfunction of internet infrastructure, servers, or other system elements, emergency maintenance, or other circumstances not attributable to SSS, SSS will not be held responsible, and SSS will be exempted of its obligation to perform said responsibilities as they pertain to areas that have been affected, with the exception of cases caused by gross negligence or willful misconduct on the part of SSS. In such cases, the Applicant is not obliged to pay for advertising that SSS was unable to display.
3. Irrespective of any provision in these Master Terms and Conditions, if SSS, for any reason, becomes liable to the Applicant under the Advertising Agreement for nonperformance on obligations, or the payment of compensation, compensation due will be limited to direct and normal damages; SSS will not be liable for lost earnings, the loss of business opportunities, or other losses arising due to special circumstances, irrespective of whether SSS had been informed the Applicant in advance that said damages might be incurred. The total of any compensation paid by SSS is limited to the amount of the advertising charges actually paid by the Applicant to SSS in connection with the Advertisement in question in the six month period leading up to the time the claim for compensation was lodged.
4. The Applicant acknowledges that advertising charges actually incurred may exceed the maximum charge set using the budget management function in the Tool, that the Applicant is still obliged to pay these charges, and that the Applicant's obligation to pay the advertising charges is in no way the responsibility of SSS. The Applicant acknowledges that because the number of searches or views by Applicants tends to be affected by seasonality and media information, and the frequency with which the Advertisements is displayed is not necessarily constant.
5. The Applicant acknowledges that in order to determine the priority with which Advertisements are displayed, SSS uses an independently-developed algorithm based on such factors as the quality of the Advertisement, which is based in turn on the click rate and other suitability factors; the Applicant will not bring any objections against SSS or hold SSS responsible in relation to the priority in which the Advertisement is displayed or similar issues. SSS does not whatsoever disclose the method it uses to determine the priority of the Advertisements, and is not obliged to reply to questions from the Applicant in respect thereof.
6. The Applicant acknowledges that the setting of advertising terms performed using the Tool (including the setting of the times when the display of the advertising will begin and end) and the modification and addition of advertising terms performed using the Tool will not be immediately reflected in SSS’s advertising system and that the previous advertising terms will remain in force until the same are reflected.
7. If SSS displays the Advertisement of the Applicant’s account by opening or updating such account due to the request of the Applicant without using the interfaces for displaying and managing advertising, the Advertising Agreement will be formed in respect of such Advertisement at the time of such display. Under no circumstances may the Applicant assert the invalidity, cancellation or termination of such Advertising Agreement and claim any compensation for damages or make any other claim for any reason such as a difference between the Advertisement displayed and the Applicant’s request. The Applicant is obligated to confirm, by using the Tool, whether or not such Advertisement of such account is displayed in accordance with the Applicant’s request and to pay to SSS any advertising charges that have already been incurred when the displayed Advertisement of such account has been clicked.
1. All data and information (includes transmitted information, log information, cookie information and similar information; hereinafter referred as the “Data”) collected by SSS in the course of displaying the Advertisement or using the Tool belongs to SSS, and SSS provides the Applicant with the Data in collated form via the Tool. The Applicant is able to use the collated Data for the purposes set down in Paragraph 1 of Article 4. The Applicant will handle the collated Data appropriately as confidential information of SSS.
2. In the event that the Applicant embeds in its Links, etc. web beacons and other codes provided by SSS in the form of the Tool in order to measure the extent of use by Applicants, the Applicant will make the following declarations at its own risk and expense to Applicants who visit those Links.
SSS reserves the right to confirm the identity of the Applicant at any time in order to ensure whether the content of the Applicant’s registered information is correct, etc. The Applicant is obliged to provide SSS with any necessary information for the purpose of such confirmation in writing, etc.
1. If any of the following occurs, SSS is able to stop performing its obligations on all or part of the Advertising Agreement formed between the Applicant and SSS, or terminate the Agreement, with no need to warn the Applicant or take other measures, and SSS is able to claim compensation from the Applicant.
2. If any of the above applies to the Applicant, all liabilities held by the Applicant in respect of SSS (not limited to liabilities under these Master Terms and Conditions) will immediately become due and payable, and Applicant shall immediately pay in cash to SSS all the amount of Applicant’s liability.
3. The Applicant can terminate the Advertising Agreement in question at any time by paying the advertising charges under that Advertising Agreement in full.
4. In a case where any Item of Paragraph 1 applies to the Applicant, SSS has the right to receive the Applicant’s Deposit as a penalty. However, SSS also reserves the right to claim compensation from the Applicant in addition to this penalty.
1. If the Applicant is late in making the payment set down in Article 5, SSS is able to suspend its display of advertising under the Advertising Agreement and all other advertising agreements that are in force at the time, until the Applicant makes payment. In this event, the Applicant cannot claim compensation for damages from SSS for the non-display of advertising.
2. If the Applicant does not make payment as laid down in Article 5, it must pay SSS penalty interest at the rate of 14.6 percent per annum until the actual date of payment, for the period of days the payment is delayed.
The Applicant must not provide, disclose, or divulge to third parties, or use for any other purpose than the performance of the Advertising Agreement any confidential information belonging to SSS learned in relation to the display of the Advertisement or to the Advertising Agreement, either during the term of validity of the Advertising Agreement or after its expiry. However, the Applicant is able to disclose data relating to the performance of the Advertisement to the advertiser for the sole purpose of reporting the performance and effectiveness of the advertisement.
At such time as the Applicant judges that is necessary to contact SSS, the Applicant should do so by sending an e-mail or letter to the relevant point of contact, or by using another means if specified by SSS. SSS can refuse to respond to communications sent by any other means.
SSS and the Applicant will comply with the law. In displaying the Advertisement, the Applicant will comply with public decency, other laws, guidelines released by governmental and public offices, voluntary regulations of industry groups, and customs (“Laws, Regulations and Rules”), and in the event that SSS incurs damages as a result of a breach of Laws, Regulations or Rules, the Applicant will compensate for the same. The Applicant will also cooperate in any police investigation in the event that the police make a request to SSS accordingly.
The formation, validity, execution, and interpretation of this Advertising Agreement is governed by the laws of Japan.
The Tokyo District Court and the Tokyo Summary Court have exclusive jurisdiction as the courts of first instance in any disputes arising with respect to the Advertising Agreement.
SSS is able to change the provisions of these Master Terms and Conditions at any time, and every time a change is made, the Applicant will read and agree to the Master Terms and Conditions that are valid at the time. If the Applicant continues to display the Advertisement after a change has been made to the Master Terms and Conditions, the updated Master Terms and Conditions will also apply to existing Advertising Agreements.
Article 1 Formation of Agreement
1. Every time the Applicant wishes to post an advertisement (“Advertisement”), the Applicant must once again consent to these Master Terms and Conditions and submit a standard application via the SSS website, or by way of another means specifically instructed by SSS.
2. If SSS indicates that it accepts the application to post an Advertisement described in the preceding paragraph, an advertising agreement (“Advertising Agreement”) will be formed in respect of that Advertisement, having as its terms of agreement these Master Terms and Conditions.
3. When SSS receives an application from the Applicant to display the Advertisement, it will open an account for the Applicant, and if, after having confirmed receipt of the Deposit (defined in Article 5), performed a credit check, checked the Advertisement and gone through other standard procedures, SSS decides to approve the Advertisement, SSS will display the Advertisement, thereby indicating its acceptance of the application as per the preceding paragraph. SSS is also able to indicate its acceptance of the Advertisement by sending a message to the e-mail address used by the Applicant when applying, or displaying a message on the Tool (defined in Article 4).
4. For Advertisements already displayed under the Advertising Agreement, the Applicant will once again consent to these Master Terms and Conditions and use the Tool (defined in Paragraph 1 of Article 4) or another means specifically instructed by SSS to apply for any additions of, or changes to, Keywords (defined in Paragraph 1 of Article 2), Charges per Click (defined in Paragraph 5 of Article 5), or budgets, or otherwise make changes to terms, add new advertisements or make changes to advertisements. The application of Paragraph 2 of this Article is extended to Advertising Agreements whose terms have been changed and Advertising Agreements that have formed in relation to newly-added Advertisements.
5. The Applicant acknowledges that all communications, e-mails, information and the like sent by SSS before the Advertisement is displayed are sent for the purpose of confirming the details of applications, and similar purposes, unless SSS describes clearly the acceptance under Paragraph 3 of this Article.
6. The Applicant acknowledges that SSS may at its own discretion refuse applications from the Applicant to post advertisements (hereinafter shall include refusals relating to changes of terms or additions of new Advertisements as set down in Paragraph 4), on the basis of the credit check, checks of advertisements (including inspection of links, as defined in Paragraph 1 of Article 2), or otherwise, and that SSS will not be liable therefor. If SSS has refused the Applicant's application and closed the account in question, but the Applicant has already made a Deposit, SSS will return that Deposit by transferring it to an account with a financial institution specified by the Applicant or make a refund on the Applicant’s credit card if the Deposit was made by a credit card. Any transfer charges will be borne by SSS. However, in a case where the Advertising Agreement is terminated according to any Item of Paragraph 1 of Article 10, the Applicant will bear the transfer charges for returning the Deposit (Elsewhere, all transfer charges will be borne by the Applicant unless it is stated explicitly in the Master Terms and Conditions that they are to be borne by SSS).
Article 2 Responsibilities of the Applicant
1. The Applicant bears all responsibility for Advertisements, links from the Advertisements (includes domain names, URLs, websites on the same domain and the like; hereinafter referred to as “Links”), and keywords entered by the Applicant in relation to the Advertisement (“Keywords”), and guarantees SSS the following:
(1)The content (“content” hereinafter includes title, text, design, keywords, images and similar elements) and Links of the Advertisement do not infringe upon the copyright, industrial rights, publicity rights, privacy rights, or any other rights of third parties (“third parties” hereinafter includes “Affiliates” as defined in Article 3), and all outstanding third party rights have been settled.
(2)The content and Links of the Advertisement are not in breach of the Law for Preventing Unjustifiable Extra or Unexpected Benefit and Misleading Representation, or any other related regulations.
(3)The content and Links of the Advertisement are properly managed by the Applicant and do not interfere with SSS’s ability to execute Advertising Agreements.
(4)The content and Links of the Advertisement are accurate and up to date, are not confusing to Applicants (referring to any person using websites, applications or similar via the internet or other means of communication regardless of the device used to do so; hereinafter referred to as “Applicants”), do not contain viruses or false information, and are not irrelevant to each other.
(5)The Keywords used in the Advertisement are clearly and directly related to the content, purpose and theme of the Advertisement and Links, and do not infringe upon the guidelines or operational policy regarding Keywords set down by SSS.
(6)Neither the Advertisement nor its Links are “dead links”.
(7)The Advertisement and Links do not include elements that compromise standards of public decency, or are defamatory to or slanderous of third parties.
(8)In addition to where specified in the preceding article, the format and Links of the Advertisement must not infringe upon the advertising guidelines or advertisement checking criteria set down by SSS, or upon the associated rules, guidelines, or similar (hereinafter referred to collectively as “Advertising Guidelines”).
(2)The content and Links of the Advertisement are not in breach of the Law for Preventing Unjustifiable Extra or Unexpected Benefit and Misleading Representation, or any other related regulations.
(3)The content and Links of the Advertisement are properly managed by the Applicant and do not interfere with SSS’s ability to execute Advertising Agreements.
(4)The content and Links of the Advertisement are accurate and up to date, are not confusing to Applicants (referring to any person using websites, applications or similar via the internet or other means of communication regardless of the device used to do so; hereinafter referred to as “Applicants”), do not contain viruses or false information, and are not irrelevant to each other.
(5)The Keywords used in the Advertisement are clearly and directly related to the content, purpose and theme of the Advertisement and Links, and do not infringe upon the guidelines or operational policy regarding Keywords set down by SSS.
(6)Neither the Advertisement nor its Links are “dead links”.
(7)The Advertisement and Links do not include elements that compromise standards of public decency, or are defamatory to or slanderous of third parties.
(8)In addition to where specified in the preceding article, the format and Links of the Advertisement must not infringe upon the advertising guidelines or advertisement checking criteria set down by SSS, or upon the associated rules, guidelines, or similar (hereinafter referred to collectively as “Advertising Guidelines”).
2. If SSS is served with a claim by a third party for damages arising from the Advertisement or Links, the Applicant is responsible for resolving the issue at its own expense, unless the damages result from circumstances attributable to SSS.
Article 3 Termination of Advertising
After the Advertising Agreement has been entered into or the Advertisement displayed, SSS is still able to immediately terminate, suspend, or remove the Advertisement with no associated legal responsibility to the Applicant whatsoever in the form of responsibility for default on liabilities or responsibility to pay compensation or the like if the obligations of guarantee set down in the provisions of Paragraph 1 of Article 2, or another Advertising Agreement have been breached, SSS judges at its own discretion that there is a risk of such a breach occurring, SSS deems there is concern that there is some impropriety in the Applicant operation of their account (there is a danger that the Applicant’s actions may cause damage to SSS or a third party or be in violation of Japanese laws or these Master Terms and Conditions), or SSS or an affiliate providing SSS with an advertising space (“Affiliate”) judges that the Advertisement or Links are inappropriate (includes but is not limited to breaches of that Affiliate’s advertising standards). This however, does not exempt the Applicant from paying advertising charges that have already been incurred under the Advertising Agreement.
Article 4 Provision of Tool
1. SSS grants the Applicant the right to access and use interfaces for displaying and managing advertising, programs (including but not limited to tags and web beacons for measuring the effectiveness of advertising) tools, systems, websites and the like provided by SSS (hereinafter referred to collectively as “the Tool”) , for the sole purposes of submitting applications to display Advertisements, and setting, managing and confirming advertising terms, on the condition that the Applicant does so in compliance with these Master Terms and Conditions.
2. When accessing and using the Tool, the Applicant will comply with the rules set down below.
(1)The Applicant is responsible for the appropriate use and management of the Tool and associated ID, password and all other information necessary for using the Tool, and for only allowing the Tool to be used by those to whom the Applicant has granted the authority to post advertisements and to configure, manage, and view the account using the Tool. The Applicant must appropriately manage the names, addresses, telephone numbers, and similar information of the persons granted with said authority, as well as the periods over which they are granted that authority, the length of time for which they have performed their jobs and the like, and store this information for the duration that the advertisement is on display, having make a record of how the information is managed.
(2)The Tool must not be used in ways or for purposes other than those prescribed by SSS.
(3)It is prohibited to interfere with, or attempt to interfere with, the correct functioning of the Tool (includes the inputting of false information and any act which places burden on the systems due to excess advertisement submissions which SSS regards as improper).
(4)It is prohibited to reverse engineer, modify or change the Tool, or engage in acts that interfere with the intellectual property rights included in the Tool or any other rights.
(5)It is prohibited to use the Tool by way of automated software or similar means (excluding tools provided by SSS and the like).
(2)The Tool must not be used in ways or for purposes other than those prescribed by SSS.
(3)It is prohibited to interfere with, or attempt to interfere with, the correct functioning of the Tool (includes the inputting of false information and any act which places burden on the systems due to excess advertisement submissions which SSS regards as improper).
(4)It is prohibited to reverse engineer, modify or change the Tool, or engage in acts that interfere with the intellectual property rights included in the Tool or any other rights.
(5)It is prohibited to use the Tool by way of automated software or similar means (excluding tools provided by SSS and the like).
3. SSS regards any submission of applications for advertising or setting, changing, or addition of terms of advertising performed using the Tool to have been performed by the Applicant. SSS will not be liable for any damages incurred by the Applicant as a result of the same. If the Applicant divulges or makes improper use of the ID or password etc. for the Tool, the Applicant must immediately make a written report to SSS and comply with any instructions issued by SSS.
Article 5 Charges and Refunds
1. Advertising charges are incurred when the Advertisement is displayed for the designed period, and payment is deemed to have been made to SSS by the Applicant along with the amount equal to the result of multiplying advertising charges by the sum of the tax rates of the national and local consumption taxes, from funds that the Applicant has previously deposited into its account (the “Deposit”). In the event that the advertising charges incurred exceed the Deposit, the shortfall will be deducted from future Deposits at the time they are made.
2. In addition to the advertising charges set down in the preceding paragraph, the Applicant will pay SSS consideration for services provided by SSS in accordance with these Master Terms and Conditions that the Applicant has selected, along with the amount equal to the result of multiplying the consideration for services by the sum of the rates of the national and local consumption taxes, as invoiced by SSS. SSS is not obliged to provide the service until it has received this consideration.
3. Deposits into the Applicant’s account by the Applicant can only be made by way of a credit card approved by SSS, bank transfer, or other means specified separately by SSS. If in order to pay the Deposit the Applicant uses a third-party payment service or similar that SSS has commissioned to collect advertising charges and other consideration, the Applicant will agree to the standard conditions of use, guidelines and the like set down by that third party.
4. In order to change the payment terms in Paragraphs above of this Article, SSS, having reviewed the proposed changes, must give its consent, and both parties must enter into an agreement accordingly, using a standard SSS form.
5. SSS will not issue any receipts for the payment of charges set down in Paragraphs 1 and 2 of this Article; instead, records of orders to transfer funds issued by the financial institution in question and statements issued by the credit card issuer will serve as receipts.
6. If you pay with your credit card, you will see “SSTE 0570-002-655” on your billing statement. If you have any enquiries, please feel free to contact us.
7. You may cancel your order for Sun State Service Pte Ltd services, at no cost to you, at any time before the work is performed. You may cancel your service request via telephone or via email. If you cancel the services before your ad(s) have been placed on the Internet, you are entitled to and will receive a prompt 100% refund.
Article 6 Limitations of SSS’s Liability
1. SSS makes no guarantees and bears no responsibility in relation to the following:
(1)Any actions performed by the Applicants of SSS websites or applications, the Applicants of Links, or any other third parties including SSS agents and the like (including invalid clicks on, or viewing or access of, the Advertisement or its Links, irrespective of the means used, the intentions in doing so, or other circumstances)
(2)The Advertisement or its Links (irrespective of the content thereof and technical aspects such as how they are handled by the device or browser used to display them, and of whether changes, modifications or adjustments have been made, such the installation of programs or the addition of tags to measure effectiveness, either at the instruction of SSS or otherwise)
(3)The Tool, the advertising system, proposals, websites, related materials, or any other materials provided or loaned by SSS to the Applicant in accordance with or peripheral to the Advertising Agreement (includes instructions, advice, proposals, estimates, and any other information provided by SSS to the Applicant), and the outcomes of using the same
(4)The content (including accuracy, illegality, and relationship to the Advertisement), location, nature, or any other attribute of the website or application on which the Advertisement is displayed (part of the Advertisement submitted by the Applicant might not be displayed on some websites and applications)
(5)The fact that the Advertisement is displayed on affiliate websites or applications or specific websites or applications, or the fact that it is displayed in a given location or with a given priority (includes cases in which the display of advertisements is affected by advertising transmission tests performed by SSS or its affiliates)
(6)The effectiveness of the Advertisement and the accuracy of the advertisement matching function (includes behavioral and regional target matching) and the budget management function
(2)The Advertisement or its Links (irrespective of the content thereof and technical aspects such as how they are handled by the device or browser used to display them, and of whether changes, modifications or adjustments have been made, such the installation of programs or the addition of tags to measure effectiveness, either at the instruction of SSS or otherwise)
(3)The Tool, the advertising system, proposals, websites, related materials, or any other materials provided or loaned by SSS to the Applicant in accordance with or peripheral to the Advertising Agreement (includes instructions, advice, proposals, estimates, and any other information provided by SSS to the Applicant), and the outcomes of using the same
(4)The content (including accuracy, illegality, and relationship to the Advertisement), location, nature, or any other attribute of the website or application on which the Advertisement is displayed (part of the Advertisement submitted by the Applicant might not be displayed on some websites and applications)
(5)The fact that the Advertisement is displayed on affiliate websites or applications or specific websites or applications, or the fact that it is displayed in a given location or with a given priority (includes cases in which the display of advertisements is affected by advertising transmission tests performed by SSS or its affiliates)
(6)The effectiveness of the Advertisement and the accuracy of the advertisement matching function (includes behavioral and regional target matching) and the budget management function
2. If some or all of the obligations under the Master Terms and Conditions could not be honored as a result of power outage, malfunction of telecommunications lines, natural disaster or other act of god, failure of a telecommunications service provider to perform on obligations, malfunction of internet infrastructure, servers, or other system elements, emergency maintenance, or other circumstances not attributable to SSS, SSS will not be held responsible, and SSS will be exempted of its obligation to perform said responsibilities as they pertain to areas that have been affected, with the exception of cases caused by gross negligence or willful misconduct on the part of SSS. In such cases, the Applicant is not obliged to pay for advertising that SSS was unable to display.
3. Irrespective of any provision in these Master Terms and Conditions, if SSS, for any reason, becomes liable to the Applicant under the Advertising Agreement for nonperformance on obligations, or the payment of compensation, compensation due will be limited to direct and normal damages; SSS will not be liable for lost earnings, the loss of business opportunities, or other losses arising due to special circumstances, irrespective of whether SSS had been informed the Applicant in advance that said damages might be incurred. The total of any compensation paid by SSS is limited to the amount of the advertising charges actually paid by the Applicant to SSS in connection with the Advertisement in question in the six month period leading up to the time the claim for compensation was lodged.
4. The Applicant acknowledges that advertising charges actually incurred may exceed the maximum charge set using the budget management function in the Tool, that the Applicant is still obliged to pay these charges, and that the Applicant's obligation to pay the advertising charges is in no way the responsibility of SSS. The Applicant acknowledges that because the number of searches or views by Applicants tends to be affected by seasonality and media information, and the frequency with which the Advertisements is displayed is not necessarily constant.
5. The Applicant acknowledges that in order to determine the priority with which Advertisements are displayed, SSS uses an independently-developed algorithm based on such factors as the quality of the Advertisement, which is based in turn on the click rate and other suitability factors; the Applicant will not bring any objections against SSS or hold SSS responsible in relation to the priority in which the Advertisement is displayed or similar issues. SSS does not whatsoever disclose the method it uses to determine the priority of the Advertisements, and is not obliged to reply to questions from the Applicant in respect thereof.
6. The Applicant acknowledges that the setting of advertising terms performed using the Tool (including the setting of the times when the display of the advertising will begin and end) and the modification and addition of advertising terms performed using the Tool will not be immediately reflected in SSS’s advertising system and that the previous advertising terms will remain in force until the same are reflected.
7. If SSS displays the Advertisement of the Applicant’s account by opening or updating such account due to the request of the Applicant without using the interfaces for displaying and managing advertising, the Advertising Agreement will be formed in respect of such Advertisement at the time of such display. Under no circumstances may the Applicant assert the invalidity, cancellation or termination of such Advertising Agreement and claim any compensation for damages or make any other claim for any reason such as a difference between the Advertisement displayed and the Applicant’s request. The Applicant is obligated to confirm, by using the Tool, whether or not such Advertisement of such account is displayed in accordance with the Applicant’s request and to pay to SSS any advertising charges that have already been incurred when the displayed Advertisement of such account has been clicked.
Article 7Collection of Data
1. All data and information (includes transmitted information, log information, cookie information and similar information; hereinafter referred as the “Data”) collected by SSS in the course of displaying the Advertisement or using the Tool belongs to SSS, and SSS provides the Applicant with the Data in collated form via the Tool. The Applicant is able to use the collated Data for the purposes set down in Paragraph 1 of Article 4. The Applicant will handle the collated Data appropriately as confidential information of SSS.
2. In the event that the Applicant embeds in its Links, etc. web beacons and other codes provided by SSS in the form of the Tool in order to measure the extent of use by Applicants, the Applicant will make the following declarations at its own risk and expense to Applicants who visit those Links.
(1)The Applicant’s Links contain SSS web beacons.
(2)SSS collects cookie information from Applicants.
(3)Cookie information collected by SSS is handled in accordance with SSS’s privacy policy.
(4)SSS does not provide the Applicant with any personal information (and information provided is in the form of collated statistics).
(2)SSS collects cookie information from Applicants.
(3)Cookie information collected by SSS is handled in accordance with SSS’s privacy policy.
(4)SSS does not provide the Applicant with any personal information (and information provided is in the form of collated statistics).
Article 8 Proof of Identity
SSS reserves the right to confirm the identity of the Applicant at any time in order to ensure whether the content of the Applicant’s registered information is correct, etc. The Applicant is obliged to provide SSS with any necessary information for the purpose of such confirmation in writing, etc.
Article 9 Termination of Agreement
1. If any of the following occurs, SSS is able to stop performing its obligations on all or part of the Advertising Agreement formed between the Applicant and SSS, or terminate the Agreement, with no need to warn the Applicant or take other measures, and SSS is able to claim compensation from the Applicant.
(1)The Applicant breaches its warranty obligations under Paragraph 1 of Article 2, and the display of Advertisements is suspended, interrupted or comes to an end in accordance with Article 3.
(2)The Applicant violates Article 4 Paragraph 2 Item 3.
(3)Payment for advertising charges is not made by the credit card issuer (includes cases in which the notification of any chargeback is received by SSS), or the Applicant otherwise fails to pay the advertising charges under Article 5.
(4)The Applicant makes a false declaration to SSS or is unable to be contacted for three days or more.
(5)In addition to as provided for in preceding four Items, the Applicant breaches the Advertising Agreement or another agreement with SSS, or does not promptly perform its obligations under the same despite warnings from SSS.
(6)The Applicant is subject to attachment, provisional attachment, provisional disposition, compulsory enforcement, public auction or disposition for taxes in arrears.
(7)The Applicant is subject to administrative guidance, or disposition of suspension of business, cancellation of operating license or registration by a supervisory authority.
(8)The filing is made for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other legal bankruptcy procedures in respect of the Applicant, or the Applicant begins the procedure of dissolution (including dissolution performed in accordance with a law or regulation), liquidation or voluntary debt restructuring.
(9)The Applicant resolves to carry out capital reduction, shut down, suspend or alter its operations, assign its business or a significant part thereof.
(10)The Applicant has a promissory notes or check dishonored, or becomes insolvent.
(11)SSS deems that it would be inappropriate to continue the Advertising Agreement because of a change to the main shareholders or the management team of the Applicant.
(12)SSS deems that the Applicant or its legal representative, corporate representative, employee, or similar has interfered with a service provided by SSS or other business operations of SSS, or that there is a likelihood of the same occurring.
(13)SSS deems that to continue displaying the Advertisement submitted by the Applicant would compromise the interests or reputation of SSS or the Applicant, or that there is a likelihood of this occurring, as a result of a violation of the law by the Applicant, a legal representative, corporate representative, or employee thereof, or similar (irrespective of whether the violation was reported).
(14)SSS deems that the Applicant or its legal representative, corporate representative, employee, or similar has damaged the reputation of SSS, a service provided by SSS, an affiliate of SSS, or the advertising industry, or that there is a likelihood of this occurring.
(15)It is learned that the Applicant, or an interested party thereof (hereinafter refers to the directors and officers their spouses, second degree or closer blood relatives, any company in which said persons hold a majority share of voting rights, and any related company or director or officer thereof), or a significant employee, shareholder, or trading partner of the Applicant, or the like, is a member of a group that poses a threat to society (hereinafter refers to a gang, a gang member, a gang affiliate, a company with gang affiliations, a corporate extortionist, a shyster acting under the pretext of social or political activism, an extortionist with gang affiliations, or the equivalent), or that the Applicant, an interested party thereof, or a significant employee, shareholder, or trading partner of the Applicant, or the like is involved with such a group.
(16)The content of the Advertisement or Links does or could breach a law, in whole or part, or breach the Advertising Guidelines set down separately by SSS, or SSS otherwise deems the content of the Advertisement or link to be inappropriate.
(17)The Applicant or its legal representative, corporate representative, employee, or similar has improperly used a third party’s credit card in forming the Advertising Agreement.
(18)The identity of the Applicant cannot be confirmed.
(19)SSS deems there is concern that there is some impropriety in the Applicant operation of their account (there is a danger that the Applicant’s actions may cause damage to SSS or a third party or be in violation of Japanese laws or these Master Terms and Conditions).
(20)SSS otherwise judges that it would be inappropriate to continue the Advertising Agreement.
(2)The Applicant violates Article 4 Paragraph 2 Item 3.
(3)Payment for advertising charges is not made by the credit card issuer (includes cases in which the notification of any chargeback is received by SSS), or the Applicant otherwise fails to pay the advertising charges under Article 5.
(4)The Applicant makes a false declaration to SSS or is unable to be contacted for three days or more.
(5)In addition to as provided for in preceding four Items, the Applicant breaches the Advertising Agreement or another agreement with SSS, or does not promptly perform its obligations under the same despite warnings from SSS.
(6)The Applicant is subject to attachment, provisional attachment, provisional disposition, compulsory enforcement, public auction or disposition for taxes in arrears.
(7)The Applicant is subject to administrative guidance, or disposition of suspension of business, cancellation of operating license or registration by a supervisory authority.
(8)The filing is made for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other legal bankruptcy procedures in respect of the Applicant, or the Applicant begins the procedure of dissolution (including dissolution performed in accordance with a law or regulation), liquidation or voluntary debt restructuring.
(9)The Applicant resolves to carry out capital reduction, shut down, suspend or alter its operations, assign its business or a significant part thereof.
(10)The Applicant has a promissory notes or check dishonored, or becomes insolvent.
(11)SSS deems that it would be inappropriate to continue the Advertising Agreement because of a change to the main shareholders or the management team of the Applicant.
(12)SSS deems that the Applicant or its legal representative, corporate representative, employee, or similar has interfered with a service provided by SSS or other business operations of SSS, or that there is a likelihood of the same occurring.
(13)SSS deems that to continue displaying the Advertisement submitted by the Applicant would compromise the interests or reputation of SSS or the Applicant, or that there is a likelihood of this occurring, as a result of a violation of the law by the Applicant, a legal representative, corporate representative, or employee thereof, or similar (irrespective of whether the violation was reported).
(14)SSS deems that the Applicant or its legal representative, corporate representative, employee, or similar has damaged the reputation of SSS, a service provided by SSS, an affiliate of SSS, or the advertising industry, or that there is a likelihood of this occurring.
(15)It is learned that the Applicant, or an interested party thereof (hereinafter refers to the directors and officers their spouses, second degree or closer blood relatives, any company in which said persons hold a majority share of voting rights, and any related company or director or officer thereof), or a significant employee, shareholder, or trading partner of the Applicant, or the like, is a member of a group that poses a threat to society (hereinafter refers to a gang, a gang member, a gang affiliate, a company with gang affiliations, a corporate extortionist, a shyster acting under the pretext of social or political activism, an extortionist with gang affiliations, or the equivalent), or that the Applicant, an interested party thereof, or a significant employee, shareholder, or trading partner of the Applicant, or the like is involved with such a group.
(16)The content of the Advertisement or Links does or could breach a law, in whole or part, or breach the Advertising Guidelines set down separately by SSS, or SSS otherwise deems the content of the Advertisement or link to be inappropriate.
(17)The Applicant or its legal representative, corporate representative, employee, or similar has improperly used a third party’s credit card in forming the Advertising Agreement.
(18)The identity of the Applicant cannot be confirmed.
(19)SSS deems there is concern that there is some impropriety in the Applicant operation of their account (there is a danger that the Applicant’s actions may cause damage to SSS or a third party or be in violation of Japanese laws or these Master Terms and Conditions).
(20)SSS otherwise judges that it would be inappropriate to continue the Advertising Agreement.
2. If any of the above applies to the Applicant, all liabilities held by the Applicant in respect of SSS (not limited to liabilities under these Master Terms and Conditions) will immediately become due and payable, and Applicant shall immediately pay in cash to SSS all the amount of Applicant’s liability.
3. The Applicant can terminate the Advertising Agreement in question at any time by paying the advertising charges under that Advertising Agreement in full.
4. In a case where any Item of Paragraph 1 applies to the Applicant, SSS has the right to receive the Applicant’s Deposit as a penalty. However, SSS also reserves the right to claim compensation from the Applicant in addition to this penalty.
Article 10 Effect of Late Payment
1. If the Applicant is late in making the payment set down in Article 5, SSS is able to suspend its display of advertising under the Advertising Agreement and all other advertising agreements that are in force at the time, until the Applicant makes payment. In this event, the Applicant cannot claim compensation for damages from SSS for the non-display of advertising.
2. If the Applicant does not make payment as laid down in Article 5, it must pay SSS penalty interest at the rate of 14.6 percent per annum until the actual date of payment, for the period of days the payment is delayed.
Article 11 Confidentiality
The Applicant must not provide, disclose, or divulge to third parties, or use for any other purpose than the performance of the Advertising Agreement any confidential information belonging to SSS learned in relation to the display of the Advertisement or to the Advertising Agreement, either during the term of validity of the Advertising Agreement or after its expiry. However, the Applicant is able to disclose data relating to the performance of the Advertisement to the advertiser for the sole purpose of reporting the performance and effectiveness of the advertisement.
Article 12 Communications
At such time as the Applicant judges that is necessary to contact SSS, the Applicant should do so by sending an e-mail or letter to the relevant point of contact, or by using another means if specified by SSS. SSS can refuse to respond to communications sent by any other means.
Article 13 Legal Compliance
SSS and the Applicant will comply with the law. In displaying the Advertisement, the Applicant will comply with public decency, other laws, guidelines released by governmental and public offices, voluntary regulations of industry groups, and customs (“Laws, Regulations and Rules”), and in the event that SSS incurs damages as a result of a breach of Laws, Regulations or Rules, the Applicant will compensate for the same. The Applicant will also cooperate in any police investigation in the event that the police make a request to SSS accordingly.
Article 14 Governing Law
The formation, validity, execution, and interpretation of this Advertising Agreement is governed by the laws of Japan.
Article 15 Jurisdiction
The Tokyo District Court and the Tokyo Summary Court have exclusive jurisdiction as the courts of first instance in any disputes arising with respect to the Advertising Agreement.
Article 16 Amendment of Terms of Agreement
SSS is able to change the provisions of these Master Terms and Conditions at any time, and every time a change is made, the Applicant will read and agree to the Master Terms and Conditions that are valid at the time. If the Applicant continues to display the Advertisement after a change has been made to the Master Terms and Conditions, the updated Master Terms and Conditions will also apply to existing Advertising Agreements.
