Demand Side Platform "Bypass"

These Terms of Use define the conditions of usage for services using BYPASS (hereinafter called, the "Website") provided by UNITED Marketing Technologies, inc. (hereinafter called, "UNITED").

Article 1 Definition of Terms

The following terms shall have the meanings as defined below when used in the Terms of Use.

1. “Services” refers to specialized smartphone RTB advertising distribution services provided by UNITED using the Website, to customers who wish to publish advertising.
2. “Service Usage Applicants” refers to those individuals who wish to use the Services, and who after consenting to these Terms of Use, submit a usage application in accordance with the provisions in Article 5 below.
3. “Service Users” refers to those Service Usage Applicants whose usage of Services has been approved by UNITED.
4. “Connection Managers” refers to media and advertising network managers who provide advertising publishing space on the Website.

Article 2 Application of Terms

1. These Terms of Use shall apply to the use of Services.
2. Other than these Terms of Use, any guidelines separately stipulated by UNITED, notifications to Service Users, and other regulations (hereinafter called, "Individual Regulations") shall each comprise a part of these Terms of Use.
3. In the event of conflicts or incompatibilities between these Terms of Use and Individual Regulations, the provisions in the Individual Regulations shall have priority.
4. By notifying Service Users using a method specified below in Article 4, Clause 2, UNITED may as needed change the Terms of Use, or change, newly specify, or remove all or some of the Individual Regulations.
5. The amended Terms of Use or Individual Regulations in the previous clause shall become effective from the time that UNITED notifies Service Users of said changes.

Article 3 Changes to, Additions to, and Cessation of Services

1. Regardless of the reasons, UNITED may without prior notice to Service Users add or change all or part of the Services.
2. After notifying Service Users, UNITED may cease all or part of the Services.

Article 4 Notifications

1. UNITED shall notify Service Users of necessary information from time to time by a notice on the Website, by email, in writing by post, or by other means deemed appropriate by UNITED.
2. A notification in the previous clause shall become effective from the time that it is posted on the Website, the email is sent, or the writing is posted, as the case may be.
3. Service Users may not configure settings to reject email addressed from UNITED to Service Users.

Article 5 Service Agreement

1. Each Service Usage Applicant shall submit a usage application after consenting to these Terms of Use on the Website registration screen. After confirming the details of the application and approving the usage of the Services, UNITED shall provide an account (ID) for the Website to said Service Usage Applicant. The provision of this account shall constitute the conclusion of a service agreement between UNITED and the Service User (hereinafter called, “BYPASS Service Agreement”).
2. UNITED may deny Service Usage Applicants approval of usage of the Services if any of the following is deemed to apply to said Service Usage Applicants. In such cases, UNITED is under no obligation to provide an explanation regarding the reason for such refusal.
   1. When the Service Usage Applicant does not exist, or when said applicant has registered false information.
   2. When the Service Usage Applicant has canceled an account with the Website in the past.
   3. When UNITED deems that the Service Usage Applicant may be in violation of regulations for another service provided by UNITED, or for other reasons, that the Service Usage Applicant may violate these Terms of Use.
   4. When UNITED deems that a Service User is engaged in the antisocietal activities or other related activities (hereinafter called, “antisocietal activities”), or that said Service User has a relationship with or participates in antisocietal activitie
   5. When UNITED otherwise deems that approval is inappropriate.

Article 6 Changes in Registration Information

When changes in a Service User’s registration information becomes necessary, said Service User shall immediately notify UNITED to this effect using a method as specified by UNITED, and comply with any instructions that UNITED issues.

Article 7 ID and Password Control

1. Service Users shall allow only their own employees to use their personal ID and password required in order to use the Website.
2. Service Users shall bear full responsibility for the usage and management of IDs and passwords. All usage of Services using that Service User’s ID and password shall be deemed to be usage by the Service User who is the owner of said ID and password. When damage has been incurred by UNITED or other third parties due to the usage and management of this personal ID and password, the Service User shall bear full responsibility for indemnification for said damages.

Article 8 Advertising Transactions

1. Service Users shall utilize the Services to carry out RTB advertising transactions.
2. Service Users shall use the management administration screen of the Website to specify their desired requirements for advertising transactions for each campaign, using methods as prescribed by UNITED. The application by a Service User for said campaign shall constitute the conclusion of an individual advertising agreement between UNITED and said Service User.
3. Upon a successful bid for campaign advertising in accordance with the desired requirements for said campaign, the Connection Managers shall distribute advertising in accordance with the Service User’s conditions. Furthermore, decisions on successful bids shall be made in accordance with the Connection Managers’ own criteria, and neither UNITED nor the Connection Managers are under any obligation to provide an explanation regarding the reasons for successful bids.
4. Service Users shall have the obligation to pay to UNITED advertising operating fees in accordance with successful bid requirements for successful bids and for distributed advertising.
5. Service Users shall be responsible for confirming the content of campaigns applied for, and for the results of advertising distribution through the Website. Furthermore, Service Users shall agree in advance that there may be variance between the sums and contents detailed in the advertising distribution reports and the billing statements provided through the Website, and in the event of such variance, the billing statements shall control.
6. We take measures for the brand safety and against invalid traffic when providing the service. Our policy is mentioned in the section of "Actions to Save the Brand Safety of Advertisements" below.
   https://mt.united.jp/quality_guideline.html

Article 9 Billing and Payment

1. At the end of each month, UNITED shall total the advertising operating fees from that month's successful bids. UNITED shall then send to each Service User a billing statement detailing a sum corresponding to said advertising operating fees and corresponding consumption tax, within 5 working days after the last day of said month.
2. Regardless of whether or not Service Users actually receive fees for advertising from advertisers, Service Users shall transfer to a bank account designated by UNITED by the last day of the month following the closing month described in the previous clause (when this day falls on a non-business day for financial institutions, then the previous business day) the sum detailed in the previous clause. Furthermore, Service Users shall be responsible for the payment of any transfer fees.

Article 10 Suspension or Termination of Advertising Transactions

1. Even if advertising has been successfully bid for under the provisions in Article 8, Clause 3 and distribution started, if UNITED or the Connection Managers deem that any of the following apply to the content of the advertising, then publication of advertising may be suspended or terminated.
   1. When advertising is, or may be, in violation of laws, government ordinances, ministerial ordinances, regulations, statutes, administrative guidance, treaties, or industry regulations.
   2. When the Websites display false information, or may misrepresent or mislead.
   3. When material such as photographs, likenesses, trademarks, or copyrighted works of third parties are used without permission, or the content infringes on the right to privacy or any other rights of third parties.
   4. When links in advertising correspond to any of the materials or content described in Section 3 above.
   5. When UNITED has any other reasonable justification to deem that the publication of advertising is otherwise inappropriate.
2. In the event of disputes such as claims, arbitrations, or lawsuits occurring between UNITED and third parties resulting from the content of advertising, the applicable Service User shall bear the costs and responsibility for resolving said disputes. When UNITED suffers a loss due to the resolution of said dispute, the applicable Service User shall be responsible for full indemnification for these damages (including but not restricted to reasonable legal fees), and when UNITED has resolved the dispute, said Service User shall be responsible for all fees required for resolving said dispute (including but not restricted to reasonable legal fees).

Article 11 Intellectual Property Rights

1. All copyrights and other rights for The Website are the property of UNITED.
2. Copyrights and other rights for advertising materials provided on the Website are the property of the Service Users or of the copyright holders who provided the Service Users with said advertising materials.

Article 12 Confidential Information

1. In these Terms of Use, confidential information refers to business, technical, sales, or any other information disclosed by UNITED or Service Users relating to Services. Furthermore, in these Terms of Use, the party that discloses confidential information is referred to as the “Discloser,” and the recipient of the confidential information is referred to as the “Recipient.”
2. Regardless of the stipulation in the previous clause, the following types of information shall not be included in the definition of confidential information.
   1. Information that is already public knowledge at the time it is disclosed by the Discloser.
   2. Information that becomes public knowledge after the time said information is disclosed by the Discloser, when the reason for this is not attributable to the Recipient.
   3. Information that is already in the possession of the Recipient, and that has not been either directly or indirectly made available from the Discloser at the time it is disclosed by the Discloser.
   4. Information that the Recipient legally obtained from a third party not constrained by confidentiality obligations, after said information was disclosed by the Discloser.
   5. Information that was independently developed by the Recipient without utilizing information from the Discloser.

Article 13 Maintenance of Confidentiality

1. The Recipient shall jealously guard the confidentiality of confidential information disclosed by the Discloser, and may not use said information for other than the purpose of providing Services.
2. The Recipient shall make a clear distinction between confidential information comprising documents, media, and copies of said documents and media disclosed by the Discloser, and other materials and items, and shall ensure careful storage by a responsible manager.
3. The Recipient may not make duplicates of, or copy confidential information or tangible embodiments of said confidential information (including, but not restricted to documents, technical drawings, electromagnetic recordings, trial products, etc.) without prior written agreement from the Discloser.
4. The Recipient may not disclose or divulge confidential information to third parties without prior written agreement from the Discloser. However, requests from government agencies or disclosure in accordance with the law are not subject to this restriction.
5. The Recipient may disclose to their directors and employees confidential information solely for the purposes of providing services.
6. If the Recipient discloses confidential information to third parties, including those detailed in the previous clause, then the Recipient shall impose upon said third parties the obligation for maintenance of confidentiality as in this article, and shall be held responsible for said third parties' handling of the confidential information.

Article 14 Return and Disposal of Confidential Information

Upon the receipt of a request from UNITED to return confidential information, or when the BYPASS Usage Contract for Services is terminated, Service Users shall immediately act in accordance with instructions from UNITED, and either return to UNITED, dispose of, or delete all confidential information comprising documents, media, and copies of said documents and media.

Article 15 Handling of Service Users Information

1. Service Users agree that UNITED may disclose to third parties in the following cases information regarding Service Users that UNITED has obtained through provision of the Services (including but not restricted to personal information, hereinafter referred to as "Service User Information"), and agree to supply to UNITED the consent of the individuals whose personal information constitutes the Service User Information.
   1. When Service Users' Information is already public knowledge at the time said information is obtained by UNITED.
   2. When Service Users' Information becomes public knowledge after the time said information is obtained by UNITED, for reasons not attributable to UNITED.
   3. When UNITED receives an inquiry from courts, prosecutors, police, or supervisory authorities regarding said Service Users’ Information.
   4. When UNITED deems that because of legal proceedings or other procedures, there is a necessity to disclose Service Users' Information to courts, prosecutors, police, or supervisory authorities.
   5. When Service User Information has been statistically aggregated, and disclosed to third parties in a form in which identification of specific individuals is not possible.
   6. When, as a result of fraud or similar perpetuated by Service Users, for reasons of these actions being socially unacceptable, UNITED deems that it is necessary to disclose Service Users' Information to Connection Managers.
   7. When disclosing to Connection Managers that have concluded a nondisclosure agreement with UNITED, with the aim of carrying out preliminary screenings as required for Article 8, Clause 3.
2. With the prior consent of Service Users, UNITED may refer to the usage status of Services for Service Users on UNITED's website and in business materials, etc.

Article16 Handling of Personal Information

1. UNITED may use personal information provided by Service Users for the following purposes:
   1. Distribution of various information by e-mails, including information regarding the Services
   2. Communication regarding payment of fee
   3. Investigation and analysis for expansion, improvement and development of the Services
   4. Dealing with inquiries and support
   5. Other purposes agreed by Service Users
2. UNITED shall not disclose personal information provided by Service Users to any third parties without prior consent of Service Users. However, in cases where stipulated in the law including Personal Information Protection Law or where requested based on laws by public institution including courts and polices, UNITED may disclose such information within necessary scope.
3. Service Uses have option whether to provide personal information to UNITED or not. However, if Service Users fail to provide personal information requested by UNITED or there are flaws in provided personal information, there may be cases when UNITED is unable to provide services for accomplishing purposes mentioned above.
4. UNITED shall deal with requests regarding personal information provided by Service Uses for notification of purposes, disclosure, correction, addition, deletion, suspension of use or suspension of disclosure to third parties.
5. UNITED may prepare statistical information based on registered information provided by Service Users in a form which is not individually identifiable and may use such data. UNITED shall handle such information statistically and utilize them as a means to control information displayed in each page of the Services and to improve convenience of the Services.
6. The Services may use cookie. UNITED site may acquire cookie information and utilize for the operation of the Services. The cookie information acquired by UNITED site may be disabled by making opt-out from opt-out application page below.
 （Bypass）
   Click here
   ※Please make access from the terminal which requests opt-out.

7. Contact information for inquiries and complaints regarding handling of personal information is as follows:

  150-0002 MFPR Shibuya Bldg., 1-2-5, Shibuya, Shibuyaku, Tokyo, Japan
  UNITED Marketing Technologies, Inc.
  https://forms.gle/dqgMwgNJv4T35ytq7
  https://mt.united.jp/index.html

Article 17 Prohibitions

1. Except as specified in the provisions in Article 10, Clause 1, when using Services, Service Users may not engage in conduct that corresponds to any of the following clauses.
   1. Allowing third parties the use of a Service User’s name.
   2. Providing an ID and password to third parties, or using them for purposes other than the Services.
   3. Conduct such as changes to or reorganization of programs, etc. on The Website, or transfer, sale, or relicensing of programs, etc. on The Website to third parties (however, this restriction does not apply when separately stipulated by UNITED).
   4. Conduct such as access to The Website for purposes other than legitimate usage of the Services.
   5. Conduct that infringes upon, or that could infringe upon trademark rights, design rights, copyrights or other intellectual property rights of third parties including other Service Users or of UNITED.
   6. Conduct that discriminates against, slanders, or injures the honor or credibility of third parties including other Service Users or of UNITED.
   7. Conduct that interferes with the usage of Services by UNITED or other Service Users.
   8. Conduct that interferes with the administration of the Services.
   9. Conduct that is offensive to public order and morals.
   10. Conduct that is in contravention of laws, or that may induce such contraventions.
   11. Conduct that violates these Terms of Use.
   12. Other conduct deemed by UNITED to be inappropriate.
2. UNITED shall determine whether the conduct of a Service User satisfies the provisions in the previous clause. Furthermore, UNITED shall not be responsible for disclosing or explaining to a Service User the reason for the determination in this clause, and said Service User may not make any objection to UNITED as regards to said determination.
3. When UNITED deems that there has been a violation as specified in Clause 1, and has indicated to Service Users the facts of said violation, Service Users shall immediately resolve said violation.

Article 18 Cessation of Services, and Cancellation of Service Agreement

1. In the event of any of the following applying to a Service User, UNITED may immediately and without notification cease provision of the Services to said Service User, and/or cancel all or part of the Service User’s BYPASS Service Agreement.
   1. When the Service User receives a notice of suspension of business from a financial institution.
   2. When the Service User receives a notice of dishonored payment from a clearinghouse.
   3. When the Service User receives a revocation of a business charter, or an order for suspension of business, from a supervisory authority.
   4. When the Service User is subject to a provisional attachment, temporary injunction or confiscation, and fulfillment of the BYPASS Service Agreement would be considered difficult.
   5. When there has been a petition for commencement of bankruptcy procedures, corporate rehabilitation procedures, corporation reorganization procedures, or special liquidation procedures.
   6. When the Service User has received a notice for failure to pay taxes and public dues.
   7. When the Service User has resolved to dissolve operations, merge, or transfer all or a major part of business operations.
   8. When there has been a violation of these Terms of Use.
   9. When UNITED deems that there has otherwise been a breakdown in the relationship of trust between UNITED and the Service User.
2. In the event that UNITED deems that there is a high likelihood of an activity by a Service User violating these Terms of Use, or an indication from a third party that a Service User is violating these Terms of Use, then regardless of whether before or after publication of advertising, UNITED may without notification immediately cease provision of the Services to said Service User, and/or cancel all or part of its BYPASS Service Agreement.
3. Even during the period of validity of the BYPASS Service Agreement, UNITED may cancel all or part of the BYPASS Service Agreement by notifying Service Users in writing at least one month in advance.
4. Even during the period of validity of the BYPASS Service Agreement, a Service User may cancel all or part of the BYPASS Service Agreement by notifying UNITED at least one month in advance using a method as separately stipulated by UNITED.
5. UNITED shall not be responsible for any losses or damages that may be incurred by a Service User as a result of the cessation of the Services or the cancellation or rescission of the BYPASS Service Agreement based on reasons set forth in the earlier clauses of this Article.
6. Cessation of the Services or cancellation or rescission of the BYPASS Service Agreement based upon Clause 1 or Clause 4 of this Article shall not affect UNITED’s right to demand indemnification for damages or payment of costs in accordance with these Terms of Use.

Article 19 Service Interruption

1. In the event that UNITED deems that any of the following apply, UNITED may as needed interrupt all or part of the Services.
   1. When performing maintenance or inspections of facilities required in order to provide Services.
   2. When performing backups or other operations on data required in order to provide Services.
   3. When unavoidable due to operational or technical reasons.
   4. When use of telecommunications services has become difficult, attributable to said services provided by telecommunications companies.
   5. When UNITED otherwise deems interruption of Services necessary.
2. When UNITED interrupts all or part of the Services under Sections 1 or 2 of the previous clause, UNITED shall notify Service Users to this effect in advance using a method as stipulated by UNITED. However, when urgency means that this is not possible, notification shall be made immediately after-the-fact.
3. UNITED shall not be responsible for damages incurred by Service Users due to the interruption of the Services under Clause 1.

Article 20 Prohibition of Antisocial Forces

Service Users shall guarantee that they are not antisocial forces or similar forces (hereinafter referred to “Antisocial Forces”) and that through providing funds, activities similar to providing funds or their business dealings, Service Users are not sustaining, cooperating in the operation of, or participating in Antisocial Forces.

Article 21 Indemnification for Damages

In addition to the cases where specified in these Terms of Use, when Service Users have caused damages to UNITED by willful misconduct or negligence or through the violation of these Terms of Use, Service Users shall indemnify UNITED for all damages (including but not restricted to reasonable legal fees).

Article 22 Disclaimers

1. UNITED shall make no guarantee as to the completeness, correctness, validity, or usability of RTB advertising transactions provided by the Services, nor shall it be responsible for any losses or damages incurred in relation to their use of the Services in business or their business operated by utilizing the Services, regardless of the reason.
2. UNITED shall not be responsible for damages caused by Service Users to third parties, including other Service Users, through their use of the Services.
3. In the event of disputes such as claims, arbitrations, or lawsuits occurring between a Service User or UNITED and a third party related to their use of the Services, said Service User shall bear the costs and responsibility for resolving said dispute.
4. In the event of UNITED resolving a dispute in the previous clause, the Service User shall be responsible for all costs required for resolving said dispute (including but not restricted to reasonable legal fees).
5. UNITED shall not be responsible for damages or losses incurred by Service Users in the use of Services, including that detailed in Article 2, Clause 4 (Changes to Regulations), Article 3 (Changes to, Additions to, and Cessation of Services) or Article 18 (Service Interruption).

Article 23 Contract Term

1. The term of validity for the BYPASS Usage Contract shall be one year from the date that the Service User has agreed to these Terms of Use. However, by a time no later than three months prior to the term of validity, in the event that neither UNITED nor Service Users have made any motions to change or cancel said contract, then the term of validity shall be automatically extended for a period of one year, with this provision also applying to subsequent years.
2. Even after BYPASS Service Agreement is terminated by cancellation or for other reasons, the provisions in Article 2, Clause 2 and Clause 3, Article 9, Articles 11 to 15, Article 18, Clause 5 and Clause 6, and Articles 21 to 27 shall remain in effect.

Article 24 Prohibition on Transfer

Without prior written agreement from UNITED, Service Users may not transfer or offer as security to third parties the status under these Terms of Use or all or part of the rights and obligations under these Terms of Use.

Article 25 Governing Law

These Terms of Use are governed by and construed in Japanese law.

Article 26 Jurisdiction

In the event that legal action is required regarding these Terms of Use, then UNITED and each Service User hereby agrees that the Tokyo District Court or the Tokyo Summary Court shall have jurisdiction in the first instance depending on the amounts of the case.

Article 27 Topics of Discussion

Items not specified in these Terms of Use, and items in these Terms of Use for which questions regarding interpretation arise shall be resolved through good faith discussions between UNITED and Service Users.

Article 28 Supplement

Established and enacted April 2, 2012
Revised May 31, 2013
Revised Dec 13, 2013
Revised Jan 17, 2017
Revised Nov 8, 2017
Revised Feb 1, 2019
Revised May 29, 2020
Revised February 1, 2021
Revised January 24, 2022