This Rentracks Terms of Service for Advertiser (herein stated as “TOS”) stipulates the relationship with Advertiser concerning the use of Rentracks (herein stated as “Service”) provided by Rentracks CO., LTD. (herein stated as “Company”).
Article 1. Definition
The terms used in the TOS are defined as follows:
(1) “Advertiser” shall mean any person or entity who intends to use this Service by agreeing to this TOS, and “Advertiser Site” refers to a business such as its own products and service operated by Advertiser for the purpose of applying to this Service.
(2) “Publisher” shall mean that an entity who agreed to the “Publisher’s Rentracks Terms of Service” separately prescribed by the Company. Publisher posts advertisements on Publisher sites, guides visitors through links affiliated with Publisher sites which intends to obtain compensation from the Company by guiding Users to the Advertiser site. “Publisher site” shall mean a website which is operated by Publisher.
(3) “Visitor” is a user who is relocated from the Publisher site to the Advertiser site through an affiliated link affixed between Publisher site and Advertiser site
(4) “Affiliate program” shall mean a program constructed as a constituent element of Advertiser site and the Publisher site, by guiding Visitor from the Publisher site to the Advertiser site in which Visitor does certain action, be it sales transaction etc. (herein stated as “Conversion”). The action itself is separately determined between the Company and Advertiser which later the Advertiser shall pay a fee as compensation for the Conversion made to the Company.
“Rentracks” shall mean an affiliate program operated by the Company in compliance with these terms and the “Rentracks Terms of Service for Advertiser”
(5) “Contract” shall mean an agreement between the two parties that is constituted by this TOS. The Contract that the Company will provide the Service to the Advertiser, and Advertiser shall use the Service in accordance with Article 3. Clients who wish to use the Service shall create an application, in which the Contract is established when the Company accepts the application.
(6) “Optional Fee” shall mean a fee occurred for other operations provided by the Company in accordance with separate TOS with Advertiser in relation with the Service.
Article 2. Contents of the Service
1. The Company shall provide Advertiser with Rentracks management panel (Control panel) dedicated to Advertiser.
2. Advertisers shall receive recommendation of Publisher sites deemed appropriate and suitable from the Company.
Article 3. Procedure from the Application until the Commencement of this Service
1. Advertisers who wish to use this Service shall fill in the necessary information on the “Rentracks Product Application Form” after agreeing to this TOS to create an application.
2 The Company shall have the sole discretion to accept the application from the client pursuant to the preceding paragraph. In the case of acceptance, it shall be done in the form of writing (including but not limited to fax and e-mail, and so on).
3. The acceptance of the application pursuant to the preceding paragraph, the Company shall conduct a measurement test of the advertisement sales occurrence condition on the Advertiser Site in cooperation with the Advertiser.
4. After the conducted test specified at the preceding paragraph deemed successful without defect, the Company and the Advertiser shall commence the work specified in the following items respectively:
(1) Creating the advertisement manuscripts to be posted on Publisher sites (Advertisement manuscripts)
I. The Advertiser shall promptly prepare the advertisement manuscripts and send them to the Company.
II. The Company shall confirm the submitted advertisement manuscript in accordance with separate determined criteria and promptly report to the Advertiser if there is any statement contrary to the criteria.
III. According to II, when the Advertiser receives a report stating that there is a statement contrary to the criteria specified separately from the Company, the Advertiser shall promptly correct such advertisement to comply with the criteria separately specified by the Company and send the modified advertisement back to the Company and follow the procedures as specified in II.
(2) Commencement of this Service
I. The Company shall send a confirmation email together with the contents of the Service application details to the Advertiser’s e-mail address as listed in the “Rentracks Program Application Form”. Upon receiving a confirmation reply which states no objection from the Advertiser, then the Company shall commence the offering of the Service.
II. The Company shall provide the Advertiser with an ID and Password to access the Control Panel promptly after commencing the Service.
III. The Company shall select the Publisher sites after discussing with the Advertiser.
IV. The Advertiser may delegate Company the rights to choose which affiliation shall be established with Publishers
Article 4. Usage fee
The Advertiser shall pay Sales Remuneration fee for using both the Service and incidental Service to the Company.
Remuneration refers to any sales which fulfil the conditions of advertisement sales set in advance by the Advertiser with the Company.
Article 5. Confirmation of Sales Remuneration
1 The Advertiser shall select approval or disapproval of Conversions on the control panel within 60 days from the date of advertisement sales and send the information to the server from the control panel managed by the Company. If Advertiser does not respond within 60 days from the date of advertisement sales occurrence, the performance fee shall be deemed as entirely approved by Advertiser.
2. According to the preceding paragraph, the approved Conversion cannot be changed or withdraw for any reason
3. Advertisers shall promptly inform the Company in case of doubt. The decision regarding the remuneration pursuant to the preceding paragraph shall be made in good faith.
4. Advertisers shall check the information on the control panel and dismiss the remuneration if the Conversion falls under one of the following items. The Advertise may also disable affiliation link setting and Company shall comply with the judgment of Advertiser.
(1) Conversion from advertisements that do not match the Advertiser’s intention.
(2) Conversion from advertisements in which trying to obtain remuneration illegally
(3) Conversion from advertisements in excessive way or expressions”
4. Advertisers shall notify the Company for any change of Conversion conditions by date 20 of each month (will be the previous business day if the day falls on a non-business day). Such change of conditions shall be applied from the beginning of the next month.
Article 6. Invoice and Payment
The Company shall close the settlement by date 30 of each month and bill the usage fee as stipulated in the Article 4 to the Advertiser by 5th day of the next month (based on approval date by the preceding article). The Advertiser shall transfer the charged amount to the account designated by the Company by the last day of the invoiced month. Any transfer charge shall be borne by the Advertiser.
Article 7. Period of Contract
1. The Contract period shall start from the date of Service commencement and is valid for one year.
2. If the Advertiser does not issue termination request form one month before the expiry of the Contract period (or the previous day, if it falls on a non-business day), the Contract period shall be automatically renewed for one year, and the same procedure shall be applied thereafter.
3. The end of Contract period shall terminate this TOS and the termination of this TOS shall end the Contract period.
4. When the Contract period ends, the Company will promptly cease delivery of the Advertiser’s advertisement to affiliated Publisher sites.
5. Advertisers shall be obligated to approve or disapprove the Conversions as stipulated in Article 5, Paragraph 1, even after the expiration of the Contract period.
6. Log-in to the control panel site shall be suspended 90 days after the end of the Contract period.
Article 9. Obligations of the Advertiser
1. The Advertiser is obligated to the Company as set in the following items:
(1) Shall manage and maintain the environment of the Advertiser site, so that the Service provided by the Company shall be operating normally.
(2) Shall properly manage all information such as ID and Password issued by the Company, to be used legally and shall not be used by the third party without written permission from the Company.
(3) Shall report to the Company immediately for any troubles or problems of the system related to the Service.
(4) The Advertiser shall comply with the laws and regulations applicable when it obtains personal information from the Visitor.
(5) Shall not contact or establish separate contracts with affiliated Publishers directly related to advertisement placement without going through the Company. This provision shall not lose its effect for one year even after termination of this TOS. However, this provision shall not apply to Advertisers who have established relationships with Publisher before that Publisher joined Rentracks.
2. If the Advertiser wishes to suspend the use of the Service during the period of this TOS, such suspension shall be discussed with the Company in order to set the conditions of suspension and resumption. When such discussion has been resolved, the Advertiser can stop using the Service. However, even during the suspension the period of main Contract still applies, and the obligation to pay the usage fee stipulated under Article 4 shall not be avoided.
3. In case that there is any dispute arises in regards to the goods, services, advertisements, sales methods, information management etc. (hereinafter referred to as “Sales Merchandise”) sold by the Advertiser, such dispute shall be responded and settled by the Advertiser solely and shall not incur any burden or inconvenience to the Company.
Article 10. Suspension of the Service
The Company has the right to periodically or urgently implement maintenance and repair of the servers and software on which the Services run, and if other needs are found, the Company has the right to temporarily suspend the Service.
Article 11. Modification or Cancellation of the Service
The Company may change or discontinue partially or the entire contents of the Service, if such thing deemed appropriate or necessary. In this case, the Company shall inform the Advertiser regarding the modification or cancellation of the contents on the Rentracks website (the control panes site), or by e-mail before the change (or later if inevitable).
Article 12. Modification of the Contract
The Company may change the content of these Terms if it is considered as necessary or appropriate to change them. In this case, the Company shall inform the Advertiser regarding the modification or cancellation of the contents on the Rentracks website (the control panes site), or by e-mail before the change (or later if inevitable). Additionally, if there is change in Article 4 regarding usage fee, the change shall become effective from the date specified in the notice as stipulated in Article.7
Article 13. Termination During the Contract Period
Even during the Contract period, Advertisers could terminate this TOS by submitting a written document (Rentracks Termination Request) in advance at least one month before the termination date (shall be the day before if it falls on non-business day). In this case, the Advertiser shall pay in accordance with Article 6 on the usage fee incurred up to the effective date of the termination.
Article 14. Grounds for Termination
If any of the events listed below occur to the Advertiser, the Advertiser shall lose all the benefit of the Service, and Company may terminate the contract without prior notice;
(1) When receiving temporary seizure, provisional disposition, compulsory execution, delinquent disposition, or temporary disposition
(2) When there is a dishonour of a bill or check, or when transaction suspension is received
(3) When a bankruptcy, civil rehabilitation or company reorganization allegation is made
(4) When the business is disbanded or suspended
(5) When Advertiser receives caution, guidance, recommendation, or order by the administrative authority on Sales Merchandise etc.
(6) When Company determines that Sales Merchandise is or potentially against the law, regulation, public order, and morals, or that if it is deemed not suitable for the Service
(7) When the Advertiser is a member or a sub-member of antisocial forces or similar organizations (herein stated as “anti-social forces”) or cooperates in the maintenance and operation of anti-social forces in case the fact is found out.
(8) When the Advertiser breaches this Contract.
(9) When the Company determines that it is difficult to continue the Contract.
In case of the termination of this TOS pursuant to the preceding provision, the Company shall not be obligated to return any money received from Advertiser, and Advertiser shall pay immediately the initial cost, monthly fee, and/or usage fee (for Conversions up until termination date) that may occur.
Article 15. Termination in Relation with Anti-Social Forces
1. Both parties agree to warrant to the other party the following:
(1) They are not in organized crime groups, organizations involved in organized crime, organizations that do violent and destructive activities or equivalent (herein stated as “anti-social forces”).
(2) The officers, employees and affiliates shall not make unreasonable demands regarding outsourcing, using extremely rude or violent behaviour.
(3) They shall not cooperate or engage in the maintenance and operation of anti-social forces through intentional funding and other acts against antisocial forces.
(4) To the best of its knowledge, any stakeholders including but not limited to: shareholders, officers and their spouses with substantive control, and companies who hold a majority of the shares; shall not violate the preceding provision.
2. Either Party may terminate partially or the entire Contract without prior notice, if the other Party violates this TOS. In such a case, the Party who terminates the Contract shall not bear any responsibility of any damages that may occur on the other Party because of the termination and shall not be able to claim damages to the other Party.
Article 16. Prohibition of the Assignment
Both Parties shall not transfer any rights or obligations under TOS partially or entirely to the third party without obtaining prior consent from the Company.
Article 17. Confidentiality
Both parties agree to use any information obtained from the other party in relation with this TOS or the Service to be regarded as Confidential Information and to be used for the purpose of the TOS only and shall not disclose the confidential information to the third party without written permission from the other Party. The confidential information specified herein shall not include:
i. Information already known at the time when informed.
ii. Information already known and is a public, general information at the time when informed.
iii. Information that became known without violating this section
iv. Information legitimately acquired from an authorized third party
v. Information developed and created regardless of this Contract
The provisions of this section shall remain in force even after the termination of this TOS.
Article 18. Intellectual Property Rights
Copyright and other related intellectual property rights in the Services, such as system program, etc., shall belong to the Company.
Article 19. Delayed Payment Fee
When Advertisers fail to perform the payment to the Company on time, the delayed payment fee at 14.6% per year shall be applied to the payment.
Article 20. Compensation for Damages
1. Both Parties agree to indemnify any damages of the other Party in response to violating this TOS.
2. In case Advertiser has a dispute with affiliated Publisher, Visitor or other third party related to the Service, the Advertiser shall bear responsibility for any damages, costs, or other burden on behalf of Company.
3. The Service does not guarantee the occurrence or increasing Advertiser’s Sales or the Advertiser site display rank in the search engine (hereinafter referred to as “display rank”). In case there is no sales occur nor the display rank increase, the Company shall not be obstructed from requesting the prescribed usage fee under Article 4 and shall not bear any responsibility to the Advertiser.
Article 21. Maximum Amount of Compensation
The Company shall be liable for damages against the Advertiser only if there is deliberate or serious negligence with respect to the Service done by Company. In case of compensation, regardless of the legal constitution, the maximum limit of the compensation shall be the amount of the previous month’s usage fee specified in Article 4.
Article 22. Governing Law
The validity and interpretation of this TOS shall be governed and construed by Japan laws and regulations.
Article 23. Court of Competent Jurisdiction
If a dispute arises with respect to the Service between the Parties of this contract, Japan Court shall be the exclusive jurisdiction court of the first instance.
Article 24. Agenda
Regarding matters which are not stipulated in TOS or such doubt arises in the matter of TOS interpretation, the Company and the Publisher shall negotiate in good faith and resolve in a satisfactory manner.
TOS were established and become in force on 24th April 2020.