These Terms and Conditions for Webridge Publishers (these “T&Cs”) shall provide for the relationship between For it Inc. (“Forit”) and the Publisher (as defined in Article 1, Item. 1) regarding the use of “Webridge” (as defined in Article 1, Item. 4) services (the “Services”).
Article 1. Definitions
The terms used in these T&Cs are defined as follows:
- Publisher and Affiliate Sites
“Publisher” means a person or entity who agrees to these T&Cs to place an Advertiser’s advertisement on the Affiliate Sites and intends to receive compensation by: (i) guiding the User to the Advertiser Sites through the Affiliate Links; (ii) making the User call the phone number (including the IP phone number) assigned to the Advertiser posted on the Affiliate Sites; and (iii) or both.
“Affiliate Sites” means websites and email magazines operated by the Publisher.Article
- Advertiser and Advertiser Sites
“Advertiser” means a user who agrees to the “Terms and Conditions for the Overseas Use of Performance-Based Advertising Services” provided separately by Forit and who uses the Services.
“Advertiser Sites” means websites operated by the Advertiser that provide its own products and services as a business.
- Business Day
“Business Day” means a day (excluding Saturdays and Sundays, public holidays under Japanese National Holidays Act and non-business day for Forit).
“User” means a person or entity who moves or intends to move from the Affiliate Sites to the Advertiser Site via a link on the Affiliate Sites, or wants to contact the Advertiser by calling the phone number assigned to the Advertiser.
- Affiliate Program and Webridge
“Affiliate Program” means a system constructed with the Advertiser Sites and the Affiliate Sites as constituent elements, in which the Advertiser pays the Publisher for any advertising results (“Advertising Results”) separately determined between Forit and the Advertiser by guiding the User from the Affiliate Sites to the Advertiser Sites, or by calling the phone number assigned to the Advertiser.
“Webridge” means the Affiliate Program operated by Forit under the “Terms and Conditions for the Overseas Use of Performance-Based Advertising Services.”
- Webridge Website
“Webridge Website” means the website related to Webridge established by Forit.
“Promotion” collectively means the advertising activities of the Advertiser conducted through the Affiliate Links by placing advertisements on the Affiliate Sites based on the Affiliate Program. Promotion shall be treated as one unit for each type and style of advertisement posted. The Advertiser may select the Performance-Based Fee and Affiliate Sites for the Services by Promotion unit.
- Performance-Based Fee
“Performance-Based Fee” is the fee for the Advertising Results paid by the Advertiser to the Publisher by means of the method that Forit presents in advance to the Publisher.
- Affiliate Links
“Affiliate Links” means all forms generated by the Advertiser or Forit, such as hyperlinks, texts, merchandise images, button logos, banners, etc., placed on the Affiliate Sites, clicking to display the Advertiser Sites on the User’s browsers, and sending phone numbers from the User’s phones to the Advertiser.
- This Agreement
“This Agreement” means the agreement between Forit and the Publisher under these T&Cs. It shall be deemed to be executed when the Publisher submits an application to become the Publisher and Forit agrees to such under the following Article.
Article 2. Application and Approval
- Anyone seeking to become the Publisher, after agreeing with these T&Cs, shall make an application to become the Publisher by specifying the necessary matters in the application form prescribed by Forit on the website.
- Whether or not Forit agrees to an application in the preceding paragraph from the Publisher shall be at Forit’s sole discretion and, if so, shall be made by email.
Article 3. Establishment of Affiliate Links
The Publisher shall set up the Affiliate Links on the Affiliate Sites according to the style specified by the Advertiser.
Article 4. Type of Performance-Based Fee
The types of Performance-Based Fee shall be as follows:
- Click-on Type
Click-on type means the Performance-Based Fee paid in proportion to the number of clicks on the Affiliate Links by the User in the Affiliate Program. However, if the same or substantially same User clicks on the same Affiliate Link more than once within a certain time reasonably determined by Forit, it will not be counted towards the number of clicks for the basis of the Performance-Based Fee.
- Results-Based Fee Type
Results-based fee type means the Performance-Based Fee for the Affiliate Program that is paid in accordance with results, such as the purchase of the Advertiser’s products or services by the User or the response to a questionnaire.
- Call Type
Call type means the Performance-Based Fee generated in response to the User’s phone calls to the Advertiser in the Affiliate Program. However, in the case of outgoing phone calls, only those that exceed the communication time stipulated by Forit for each Promotion shall be considered as the basis of the performance.
Article 5. Calculation of Performance-Based Fee
- Publisher shall confirm various conditions relating to the Performance-Based Fee, such as the type of Performance-Based Fee for each Promotion posted on the Webridge Website and the content of the results that form the basis for the Performance-Based Fee, and submit an application to Forit to place advertisements on the Affiliate Sites and establish the Affiliate Links for desired Promotion. Publishers may place advertisements and establish the Affiliate Links on the Affiliate Sites if Forit and the Advertiser approve the application.
- Publisher shall acknowledge that the terms of accrual or calculation of the Performance-Based Fee for each Promotion may be changed from time to time upon agreement between Forit and the Advertiser and shall not make any objection against it. However, if there is any such change, Forit shall post the content of such change on the Webridge Website in advance or give notification by email magazine.
- Performance-Based Fee shall be fixed under the provisions of these T&Cs.
- The Advertiser shall pay the Publisher the Performance-Based Fee accrued under the Affiliate Program. Forit shall pay the Publisher upon receipt of the Performance-Based Fee from the Advertiser upon consignment from the Advertiser under the following Article, and the Publisher shall not directly claim from the Advertiser until the payment due date of the Performance-Based Fee has passed.
- Forit shall not pay the Publisher if the Advertiser does not pay the Performance-Based Fee to Forit, or if Forit determines that it is highly likely that the Advertiser will not pay the Performance-Based Fee due to objective circumstances.
Article 6. Payment of Performance-Based Fee
- Forit shall close the Performance-Based Fee received from the Advertiser on the last day of each month and pay the Performance-Based Fee by wire transfer to a designated bank account of the Publisher until the last day of the following month (however, if the last day is a bank holiday, it shall be the previous business day). Publishers shall bear the wire transfer costs.
- Notwithstanding the preceding paragraph, if the outstanding balance of the Performance-Based Fee to be paid by Forit to the Publisher (the “Outstanding Balance”) totals less than one hundred U.S. dollars (100 USD), payment will be deferred until the next payment due date. In addition, if the Outstanding Balance is less than one hundred U.S. dollars (100 USD) in total at the expiration or termination of this Agreement, Forit may itself receive the amount equivalent to the Outstanding Balance as a commission for the closing of this Agreement.
- The Publisher shall designate a bank account in Paragraph 1 of this Article as a savings account or a checking account (excluding a post office account).
- If there is any deficiency in the information of the designated bank account that the Publisher has notified to Forit, Forit shall not be required to investigate or confirm such and shall not be responsible for any delay in paying the Performance-Based Fee.
- The fees earned from the use of other point sites operated by Forit shall be aggregated with the Performance-Based Fee and Forit shall pay the Publisher under this Article.
Article 7. Exchange for Points
- If the Publisher wishes to do so, the Publisher may, in lieu of the payment of the Performance-Based Fee in the previous Article, exchange points issued by the point site operating companies with which Forit has a relationship as a business partner (the “Partner Company”) or virtual currency designated by Forit (collectively the “Points”) .
- The Publisher wishing to exchange the Points shall register members under the procedures stipulated in advance by the Partner Company. The exchange rates for the Performance-Based Fee and the Points shall be confirmed on the Administrator Page/Site.
- The minimum amount of exchange for the Points shall be determined on the Administrator Page/Site.
- For the Performance-Based Fee exchanged under the respective provisions of this Article, Forit shall be exempt from the obligation to pay the fee when the Partner Company grants the Points, and the treatment of the Points after the exchange shall be managed at its own responsibility under the terms and conditions etc. of the Partner Company.
- When the Publisher exchanges the Performance-Based Fee for the Points, the Publisher selects the Partner Company from the Administrator Page/Site and applies for the number of Points to be exchanged for the amount of the fee. Schedules for application and the Points granted shall be set for each Partner Company, and details shall be clarified on the Administrator Page/Site or the Webridge Website. If there is no Points exchange, the Performance-Based Fee before the exchange application will be maintained and Forit will notify the Publisher by email that the Points exchange has not been made. However, Forit will not assume any responsibility if there is no normal exchange for the Points.
- The Publisher shall either receive the Performance-Based Fee in the designated account or receive the Performance-Based Fee based on the Points of the Partner Company under the provisions of this Article and notify Forit from the Administrator Page/Site. Forit shall check the method of receiving the Performance-Based Fee selected by the Publisher on the last day of each month and shall pay the Performance-Based Fee under this method. The Publisher shall not change the method of receiving the Performance-Based Fee in the month, at the end of which Forit has already confirmed the method of receiving the Performance-Based Fee.
Article 9. Changes etc. to the Promotion
The Advertiser may at any time make changes, additions, deletions or suspensions to the Promotion (the “Changes etc. to the Promotion”), and the Publisher shall not make any objections. Forit shall notify the Publisher of the Changes etc. to the Promotion by posting them on the Webridge Website or by email, as much as practically possible, five (5) days before the Change etc. to the Promotion.
Article 10. Suspension of Advertising
The Publisher and the Advertiser may make suspensions regarding the placement of the Advertiser’s advertisements on the Affiliate Sites and the establishment of the Affiliate Links at any time, without any objections to each other.
Article 11. Addition or Change of the Advertising Materials, Default Advertising
The Advertiser may at any time add or change the advertising material of the Advertiser posted on the Affiliate Sites and the Publisher shall not make any objections. If the Advertiser has completed the Promotion and there is no material to replace the Advertiser’s advertisements posted on the Affiliate Sites, the advertising material on the site owned by Forit will be posted instead. In this case, no Performance-Based Fee will be paid for the advertisement based on said advertising material.
Article 12. Publisher Advertising Results Management
Forit will provide the Publisher with a dedicated management page on the Webridge Website. The Publisher will regularly access the management page to check the status of daily Advertising Results and immediately report to Forit if the Publisher discovers any erroneous or probable indications.
Article 13. ID and Password Management
The Publisher shall not disclose or lend to third parties their IDs and passwords for the Services and shall strictly manage them so that they are not leaked to third parties. When a third party other than the Publisher uses the IDs and passwords of the Publisher and uses the Services, Forit may deem such use to be used by the Publisher.
Article 14. Term
The term of this Agreement shall be six (6) months from the execution date of this Agreement. It shall be automatically renewed for six (6) months from the expiration of the term of this Agreement unless either party has notified of its intention to refuse the renewal, and the same shall apply thereafter.
Article 15. Termination by Publisher
The Publisher may terminate this Agreement at any time by clicking on the “Termination Button” on the Webridge Website opened by Forit.
Article 16. Communication with Responsible Personnel
- Communication between the Publisher and Forit shall be carried out by email or the Webridge Website, and the Publisher shall receive email from Forit at any time.
- If Forit sends an email to a contact email address designated by the Publisher, it is deemed to have reached at the time of the sending, even if the email does not arrive.
Article 17. Prohibited Acts
- The Publisher shall not conduct any of the following acts:
- Modification of the links
The unauthorized modification of links provided by the Advertiser or Forit (including the advertising material and its link code).
- Request any action for the Performance-Based Fee
Attracting a click or call (the “Click, etc.”) by taking the following actions, mostly for the purpose of earning the Performance-Based Fee:
- Requesting others and third parties to do the Click etc.
- Posting descriptions to encourage the Click, etc., and guiding the User to do the Click etc. including any actions that might cause misunderstandings.
The Publisher, either by themselves or with third parties, shall not perform the following acts:
- Fraudulent actions, such as continuing or frequent clicks, as if the Performance Based Fee had been incurred.
- Actions that are regarded as unfairly rewarding, such as clicks, orders, and registrations that are against the advertising purposes of the Advertiser or the purposes of the Services (including fraudulent clicks using programs, frame tags, iframe tags, software, etc., clicks that falsify IP and host names, etc., and posting on lead mails).
- Other actions that Forit deems as acts of wrongdoing.
- Posting advertisements on sites other than registered sites
Placing advertising in media other than the Affiliate Sites that the Publisher has notified to Forit.
- Spam Practice
Email spam, advertising by writing on bulletin boards, and other activities that could be an inconvenience for third parties.
- Posting advertising materials after the posting period
Continuing to post advertising materials and their link codes after the expiration of the posting period.
- Advertising placement outside the target media
Placing advertisements on sites that are accessible via mobile devices, such as i-mode, in the Promotion targeting PC sites.
- Direct contact with the Advertiser
Contact with the Advertiser directly without going through Forit regarding the Services, except if the Advertiser delays the payment of the Performance-Based Fee.
- Posting content that is inconsistent with the intent
Placing content on the Affiliate Sites that is inconsistent with, or not appropriate for, the purpose of the Services or the purpose of the advertising of the Advertiser.
- Posting in a manner that violates the terms and conditions specified by the Advertiser
- Intentionally buying and attracting customers through listing advertising the trademark keywords of competing companies
- Publishing in a manner which violates the prohibited conditions of the Promotion to be posted on the Webridge Website
- Modification of the links
- If the existence of the prohibited actions described in the preceding paragraph is suspected, Forit may request the Publisher to submit a server log file or provide other information, and the Publisher shall corporate with doing so.
Article 18. Requirements
The Publisher shall satisfy all of the following requirements:
- The following websites have not been operated:
- Sites that encourage violence or abuse.
- Sites that violate laws or morals or that publish links or banners to sites that encourage racial discrimination.
- Other sites that violate Forit’s separate standards.
- Must be the age of majority or over.
- The site must have sufficient content to collaborate with the Advertiser.
- The site should be accessible without any ID or passwords.
- There must be no misstatement of information disclosed to Forit or the Advertiser.
- No termination history of this Agreement by Forit.
- There has been no termination from other entities regarding contracts using affiliate programs operated by such entities other than Forit.
- Must have a physical address.
Article 19. Termination and Penalty
Forit may terminate this Agreement without notice if the Publisher falls under any of the following items. If this Agreement was terminated as a result of the application of this Article, Forit may confiscate the outstanding Performance-Based Fee as a penalty and Forit may refuse payment to the Publisher.
- In the event of a breach of this Agreement.
- In the event of violations of laws and other regulations.
- If it is found that officers, employees, or shareholders of the other party constitute a member of any gang or other antisocial organizations etc. including but not limited to persons or entities which support any gang activities or give any benefits for management of any gang or antisocial organizations.
- If the Publisher is found not to meet or fails to meet the requirements in the preceding Article.
- If the content of the advertisement results is irrational.
- If a person has acquired multiple Publisher IDs despite being recognized as substantially the same person, such as a registered Affiliate Site name or URL, mail address, designated account, name, or company name, or all of them being the same.
- Any other events similar or analogous to any of the above occur.
Article 20. Maintenance of Services
Maintenance of the Services shall be performed periodically or irregularly by Forit.
Article 21. Temporary Suspension of Services
In the case of maintenance in the preceding Article, if the server and software to be operated by the Services are necessary for the implementation of maintenance, repairs, etc., or if Forit deems it necessary, Forit may suspend the Services temporarily.
Article 22. Change or Termination of Services
Forit may change or terminate the content of the Services if it is deemed necessary or appropriate to change or abandon all or part of the content of the Services. In this case, Forit shall notify the Publisher in advance (ex. post, if unavoidable) of any changes or terminations by displaying them on the Webridge Website or by email.
Article 23. Confidentiality
- The Publisher shall not disclose or leak any information that they have learned or perceived in connection with Webridge to third parties or use it for any other purposes than the purpose of this Agreement. Such information shall include all information displayed in the account management system and all information written in emails sent by Forit.
- The provisions of this Article will survive after the expiration or termination of this Agreement.
Article 24. Disclosure of Information
Forit may disclose information on the Publisher to third parties (including those in the same industry) to the extent of the following if the Publisher violates the provisions of these T&Cs:
- Scope required to investigate the violations of the Publisher.
- Scope necessary to encourage and prevent violations by the Publisher, to prevent the spread of damages, and to prevent any recurrence.
- Scope required for the operation of the Affiliate Program.
Article 25. Intellectual Property of a Third Party
The Publisher ensures that the content on the Affiliate Sites (excluding advertising by the Advertiser) does not infringe on third-party patents, utility model rights, design rights, trademarks, copyrights, trade secrets, name rights, portraits, honors, privacy rights, and other rights. In the event of a dispute between the Publisher and a third party, Forit shall bear no liability and, if the dispute damages Forit, Forit may claim compensation including actual attorneys’ fees against the Publisher.
Article 26. Limitation of Guarantees
Forit shall not warrant any of the following matters on the Services, and the Publisher shall not make any objection and Forit shall assume no liability, including under Article 20 or Article 21.
- Continue to operate the Services at all times without interruption.
- Restore the Services as they are in their original state in the event of defects in the Services.
- No disruptive components, such as computer viruses in the Services.
- Providing a security method to ensure the complete availability of the previous three items.
- Display advertisements properly without any reliance on the User’s operating environment.
Article 27. Limitation of Liability
In the event of damage to the Publisher in connection with the Services, Forit will bear no liability not attributable to Forit, and if Forit has attributable reasons, the maximum amount of damages to the Publisher from Forit shall be one hundred U.S. dollars (100 USD), except in the event of intentional or gross negligence.
Article 28. Intellectual Property and Licensing
The copyright of the system program and other intellectual property rights on the Services shall belong to Forit except for the copyright, trademark and other rights of the Advertiser regarding the Advertising Materials. The Publisher shall not infringe upon the rights of Forit and the Advertiser and shall not alter the system programs and advertising materials, etc. in the Services.
Article 29. No Assignment
The Publisher shall not assign, impose or exercise on third parties all or part of the rights or obligations under this Agreement, or pledge any collateral for such rights or obligations, unless the Publisher has obtained Forit’s prior written consent.
Article 30. Amendment of T&Cs
Forit may amend the content of these T&Cs if it is deemed necessary or appropriate to amend the content of these T&Cs. In this case, Forit shall notify the Publisher in advance of the amendment, either by displaying such amendment on the Webridge Website or by email.
Article 31. Currency
- Currency for payments, demands for payment, calculations of the Performance-Based Fee and other settlement (“Payments etc.”) in this Agreement and these T&Cs shall be in U.S. dollars unless otherwise specified in writing.
- The Publisher shall designate the currency of Payments etc. at the time of the application in Article 2, and the currency may not be changed unless Forit agrees in writing.
- If Forit makes Payments etc. in a currency other than U.S. dollars, Forit may convert U.S. dollars into the currency designated by the Publisher at the exchange rate on the last day of the previous month of such Payments etc. (with respect to the calculation of the Performance-Based Fee, on the last day of the month in which the approval date of the results belong to).
Article 32. Reference to Time Zone.
In this Agreement and these T&Cs, the standard date and time shall be based on Japan time. The date is also an important element in the performance of the obligations under this Agreement and these T&Cs.
Article 33. Severability
Even if any provision or part of this Agreement or these T&Cs is judged to be invalid or non-enforceable by laws, regulations, guidelines, customs, etc. within Singapore or outside Singapore, the remainder of this Agreement and these T&Cs shall continue in full force.
Article 34. Governing Law
This Agreement and these T&Cs shall be governed by and construed in accordance with the laws of Singapore, without reference to conflict of law principles.
Article 35. Arbitration
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, whether cause of action is based on contract, tort or otherwise, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
Effective [December 1, 2019]