- 1. Effectiveness
- (1) If a Business Entity chooses to be registered as a BID user, the Business Entity shall submit an
application to LY in accordance with LY's prescribed procedures, including without
limitation the following:
i. The Business Entity shall confirm that it has read and agreed to these Terms and any rules
separately stipulated by LY concerning the operational procedures applicable to the BID
(collectively the "Terms and Rules"); and
ii. The Business Entity shall register such information as may be required by LY
concerning the Business Entity and the User (as defined in Section 6.1).
- (2) The agreement between LY and the Business Entity (the "Agreement"), including the Terms and Rules,
shall become effective and binding upon the Business Entity upon LY's receipt of an application in compliance
with the preceding paragraph and its issuance of a BID to such Business Entity.
- 2. Additional Procedures
- If a Business entity seeks to manage the Target Business ("Target Business" have the meanings defined in
Section 6.1) with using multiple BIDs, the Business Entity shall follow the procedure adding the number of
BIDs designated by LY.
- 3. Limitation of Functionality
- A Business Entity may limit the functions made available using a particular BID, utilizing classifications
designated by LY.
- 4. Use of Business Services
- In using Business Services, a Business Entity shall comply with the terms of use stipulated by LY or LY's
business partners concerning such Business Services (the "Service Terms and Conditions").
- 5. Duty of Confidentiality
-
(1) A Business Entity shall maintain as strictly confidential any trade secrets of LY (as defined in
Article 2, Paragraph 6 of the Unfair Competition Prevention Act. Hereinafter referred to as "Confidential
Information") that could be obtained through the use of the BID or Business Services during the effective
period and after the termination of these Terms, and shall not disclose, provide, or divulge them to any third
party without the prior written consent of LY, nor use them for any purpose other than the
performance of these Terms and the use of the BID and Business Services ; provided, however, that if a legally
enforceable request for disclosure is made by a public agency, a Business Entity may disclose the
information,to the extent necessary to comply with the request, on the condition that a Business Entity
promptly notifies LY.
- (2) Regardless of the preceding provision, any of the following information shall not constitute
Confidential Information.
i. Information already in possession of the Business Entity at the time of disclosure
ii. Information generated independently by the Business Entity not based on the Confidential
Information
iii. Information known to the public at the time of disclosure
iv. Information that becomes public knowledge after disclosure for reasons not attributable
to the Business Entity.
- 6. Users
-
(1) A Business Entity shall designate as a user (the "User") the individual who will use the BID for purposes
of carrying out the business (the "Target Business"), including Business Services and Settlement Services (as
defined in the "Special Provisions Regarding the Use of the Settlement Services" that appear below) by the
method designated by LY. If the Business Entity outsources the Target Business to any third party,
the Business Entity shall identify as the User of the BID the individual who will carry out the Target
Business for such third-party outsourcing provider.
- (2) If the Business Entity outsources the Target Business to a third party, the Business Entity shall enter
into an agreement concerning the Target Business with such third party, and shall provide the authorizations
necessary for such third party to perform the Target Business.
- (3) The Business Entity shall ensure that the User understands the contents of the Agreement and shall
manage and supervise the User to ensure that the Business Entity remains in compliance with the Agreement. If
the User is engaged by an outsourcing provider as contemplated in paragraph 1 of this Section, the Business
Entity shall ensure that the outsourcing provider manages and supervises the User to ensure compliance with
the Agreement.
- 7. Management of BID and authentication methods, offering of the linkage functionality
- (1) A Business Entity may allow the User to use the BID solely for the purpose of receiving Business
Services from LY or LY's business partners providing the said Target Business.
- (2) A Business Entity shall manage the BID and the prescribed authentication methods (including, but not
limited to, the combination of ID and password, and authentication by YID linked by the linkage functionality
as contemplated in paragraph 4 of this Section) in strict confidence, and shall not disclose, provide or
assign the BID and the prescribed authentication methods to any third party except for disclosure and
provision to the Users of the BID.
- (3) In the event that LY is accessed by the correct combination of a BID and the prescribed
authentication method, LY shall be entitled to assume that the access has been made by the User of
such BID. Even if the access was actually made by a third party, the Business Entity shall be responsible for
such access and any consequences arising therefrom.
- (4) LY shall provide linkage functionality (the "Linkage Functionality") that enables the User to
access Business Services using the Yahoo! JAPAN ID ("YID") issued to such User in the same manner as the BID.
With respect to all or part of Business Services, LY may limit the users who can use such Business
Services to those who have been granted YIDs, set to use the Business Services through the Linkage
Functionality.
If a Business Entity chooses to use the Linkage Functionality with BIDs and YIDs, the Business Entity shall
limit the users of the BIDs to the users who have been granted same YIDs to be linked. A business Entity shall
need same users who has been granted the YID to manage the YID and the prescribed authentication method set in
response to the YID in strict confidence, in accordance with the LY Corporation Common Terms of Use, and not
to be disclosed, provided, or transferred to any third party.
- (5) If LY is accessed by the correct combination of a YID and the prescribed authentication method
using the Linkage Functionality, LY shall be entitled to assume that access has been made by the User
of such YID. Even if the actual access was made by a third party (together with access by a third party using
a correct combination of a BID and the prescribed authentication method, hereinafter referred to as
"Unauthorized Access"), the Business Entity shall assume all responsibility arising from such access.
- (6) If a Business Entity becomes aware of occurring an Unauthorized Access, the Business Entity shall
immediately notify LY thereof and take all necessary measures to minimize any damages to LY
at its own expense and responsibility. The Business Entity shall, at its own expense and responsibility and in
consultation with LY, take measures to prevent the recurrence of such Unauthorized Access.
- (7) If LY deems it necessary for the purpose of confirming violation of the LY Corporation Common Terms of
Use or other individual conditions of use, such as guidelines or the like, unauthorized access or
circumstances relevant to such access, LY takes such measures as prohibiting the use of all or part of
the services or deleting YIDs linked to BIDs by the use of the Linkage Functionality; in the forgoing case,
LY may suspend the provision of the Linkage Functionality to users subjected to such measures and require
those users to link other YIDs already in use or newly registered to their BIDs and to use the Business
Services with YIDs other than such prohibited or deleted YIDs. Furthermore, similar measures may be taken
against the BIDs linked to the YIDs and the BIDs that we deem to be related to the YIDs. Even if any action
taken by LY against YID or BID causes any hindrance to the use of BID or Business Services
by a Business Entity, LY shall have no liability for a default pertaining to debt except in the case of
LY's willful misconduct or gross negligence.
- 8. Registration of Information
-
(1) LY shall handle information registered with LY by the Business Entity (including without
limitation information registered in accordance with the provisions of Articles 1 and 2, "Registered
Information") in accordance with LY's Privacy Policy. In addition to the purposes of use set forth in
the Privacy Policy, Registered Information will be used for the following purposes. The Business Entity shall
obtain prior consent from the user for the use of the Registration Information by LY.
i. To display information such as the User's name, e-mail address, and the name of the
Business Entity to which the user belongs to for the purpose of indicating to the User that the User is
using Business Services;
ii. To display the Registered Information of a BID user to another BID users whobelongs to
the same Business Entity for the Business Entity’s purpose of managing the status of BIDs issued within the
Business Entity; or
iii. To use Registered Information for the purpose of distributing or providing optimal
advertisements or information regarding services for the Business Entities provided by parties other than
LY.
- (2) If any changes occur in the Registered Information, the Business Entity shall promptly notify LY
of such changes by the method designated by LY. Even if any disadvantage arises to the Business
Entity, such as the inability to use Business Services, or any trouble arises between the Business entity and
users or third parties due to errors in Registered Information or delays in changing Registered Information,
LY assumes no responsibility whatsoever, and the Business Entity shall be responsible for handling
the matter at its own expense and responsibility.
- (3) LY may delete individual numbers included in Registered Information if LY deems them unnecessary for publishing payment records, etc.
-
(4) LY may delete the registration number for the invoice system from the Registered Information if determined
to be inaccurate (including cases where the information is not up-to-date).
- 9. Audit
- (1) LY shall have the right to conduct audits from time to time (including system audits) at the
offices of the Business Entity (including any outsourcing provider), during the regular business hours of the
Business Entity, for the purpose of confirming the adherence of the Business Entity to the Agreement.
- (2) LY may engage a third party to conduct the audits permitted under the preceding paragraph;
provided that any such third party shall be bound by obligations of confidentiality to LY.
- 10. Limitation of Use
- (1) LY may terminate the Agreement without any prior notice or demand in any of the following
events:
i. Where a Business Entity is in breach of the Agreement, whether it is insignificant or
not; or
ii. Where a Business Entity has received a petition for seizure, provisional seizure,
provisional disposition, compulsory execution, or auction, or has failed to make tax payment and received a
tax notice because of the deterioration in assets or credit standing payments etc..
iii. Where a Business Entity is subject to the disposition of the suspension of the business,
the cancellation of the operating license, or the registration by a supervisory authority;
iv. Where a petition is filed for commencement of bankruptcy proceedings, civil
rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or other legal
bankruptcy proceedings against a Business Entity, or if a Business Entity is dissolved (including
dissolution under laws and regulations), liquidated, or undergoes private liquidation proceedings;
v. Where a Business Entity resolves to carry out capital reduction, shut down, assign its
business or a significant part thereof;
vi. Where a Business Entity fails to dishonor a draft or check or otherwise becomes insolvent
or stops making payments;
vii. Where LY deems that it would be inappropriate to keep the Agreement effective
because of a change of the main shareholders or the management team of a Business Entity;
viii. Where a Business Entity violates laws and regulations;
ix. Where all use of the Business Services by a Business Entity is terminated (including
termination due to cancellation of the contract for such Business Services for any reason whatsoever);
x. Where a Business Entity or a special interested party (The Company's officers, their
spouses, and blood relatives within the second degree of kinship, companies in which the majority of voting
rights are held by such persons, and affiliated companies and their officers), key employee, major
shareholder, or major business partner of the Business Entity is found to be a antisocial forces (organized
crime groups, an individual who is a member of organized crime groups, a quasi-member of an organized crime
group, an entity affiliated with an organized crime group, a corporate racketeer, an individual acting under
the pretext of social or political activism, or an equivalent group and an individuals of the above) or to
have been involved with antisocial forces;
xi. Where LY has taken measures such as suspension, termination, or ID deletion
against a Business Entity or a person related to a Business Entity in the past in relation to services
provided by LY (including but not limited to the granting of BIDs and provision of Business
Services);
xii. Where all or part of the Registered Information is found to be false;
xiii. Where Unauthorized Access is detected; or
xiv. Where LY determines other events similar to those listed in the preceding
provisions occur.
-
- (2) LY may suspend the use of the BID by a Business Entity in any of the following events.
-
i. Where there has been no use of any Business Services by a Business Entity for a reasonable
period of time;
ii. Where LY has given two weeks' notice to a Business Entity to suspend the use of
the BID;
iii. Where an urgent maintenance of LY's systems is necessary, including without
limitation its systems used in providing Business Services; or
iv. If there is a risk of falling under the preceding provision.
- (3) LY shall have no liability or responsibility whatsoever for any damage or loss incurred by a
Business Entity because of cancellation or suspension based on the preceding provisions.
- 11. Termination by Business Entity
- The Business Entity may terminate the Agreement by the method designated by LY. Upon termination of
the Agreement, the Business Entity shall have no further right to use the Business Services demanding for
using BIDs.
- 12. Modification of Terms and Rules
- LY may change the Terms and Rules without agreement with the Business Entity in accordance with
Article 548-4, paragraph 1 of the Civil Code, and shall make the intention to amend the Terms and Rules, the
details of the amended Terms and Rules, and the time when the amendment takes place known by an appropriate
method such as using the internet.
- 13. Application of Provisions
- With respect to any matter not covered in the Agreement, the Business Entity shall comply with the Service
Terms and Conditions. If any provision of the Agreement conflicts with any provision of the Service Terms and
Conditions, unless such provision of the Agreement is expressly modified by the Service Terms and Conditions,
the provisions of the Agreement shall control.
- 14. Limitations on Liability
- (1) Except in the case of willful misconduct or gross negligence, LY shall have no liability for a
default pertaining to debt.
- (2) Unless otherwise provided in the Service Terms and Conditions, LY shall have no liability
whatsoever to the Business Entity arising from any Business Services provided by LY's business
partners. Any liability arising from such Business Services shall vest with LY’s business partners
that provides such Business Services, as the contracting party.
- (3) Any dispute or disagreement between a Business Entity and any of LY's business partners must be
resolved between the Business Entity and such business party. LY shall have no liability or
responsibility whatsoever for any damages or costs incurred by the Business Entity arising from any such
dispute or disagreement unless otherwise expressly provided in the Service Terms and Conditions.
- 15. Notice or Communication
- Any notice or communication from the Business Entity to LY shall be made in accordance with a
method to be separately designated by LY.
- 16. No Assignment of Rights and Obligations
- Unless approved in advance by a method designated by LY, a Business Entity shall have no right to
assign the Agreement or any of its rights or obligations under the Agreement to any third party.
- 17. Governing Law and Jurisdiction
- The Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to any
applicable conflict of law principles. 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 Agreement.
- 18. Limited Application of the Agreement
- If any provision of the Agreement is inconsistent with the laws and ordinances applicable to the Agreement,
such provision shall not to such extent; provided, however, that the validity of other provisions of the
Agreement shall not be affected.
- 1. Settlement Services
- (1) LY shall provide a Business Entity using Business Services with payment and receipt services as
provided below (collectively, the "Settlement Services"). Unless otherwise provided in the Service Terms and
Conditions, the Business Entity shall use the Settlement Services in relation to payment and receipt of
remuneration in connection with the use of Business Services:
-
- i. Payment Service
- The payment service enables a Business Entity using Business Services provided by LY or LY's business
partners to pay for the use of such Business Services by bank transfer, by credit card registered in
advance with LY, or using a payment collection service (a "Payment Collection Service") provided by a
payment collection agency (a "Payment Collection Agency") cooperating with LY.
-
- ii. Receipt Service
- The receipt service enables a Business Entity to receive payments using a method whereby LY or by LY's
business partners made a wire transfer to the Business Entity's bank account registered in advance with LY.
- (2) The payment method available to a Business Entity within the payment service may be any of the following
methods that has been approved by LY:
i. Payment methods by bank transfer
ii. Payment methods using a credit card
iii. Payment methods using a Payment Collection Service
-
(3) If a Business Entity seeks to use a Payment Collection Service, the Business Entity shall conclude a
payment consignment contract (or equivalent contract under any other name) with the Payment Collection Agency
designated by LY.
- (4) If LY deems it necessary for any reason, LY may restrict the Business Entity's use of
the Settlement Services.
- 2. Registration of Settlement Information
- (1) The Business Entity shall register the information specified below (the "Payment Information") with
LY or the Payment Collection Agency, as the case may be, by a method to be separately designated by
LY or the Payment Collection Agency in order to use the payment service. If the Business Entity
chooses to make payments by bank transfer, it is not necessary to register any Payment Information.
- i. If the Business Entity chooses to make payments using a credit card, the Business Entity shall
register with LY the following information regarding the credit card belonging to the User:
- (a) Credit card number
- (b) Credit card expiration date
- (c) Name of credit card owner
- (d) Other information designated by LY
ii. If the Business Entity chooses to make payments using a Payment Collection Service, the Business Entity
shall register the information designated by the applicable Payment Collection Agency with such Payment
Collection Agency.
-
(2) If the Business Entity wishes to use the receipt service, the Business Entity shall register the following
information regarding its bank account (the "Receipt Information") with LY:
(a) Name of financial institution
(b) Name of the branch of the financial institution
(c) Type of account
(d) Account number
(e) Name of the account holder
- (3) If any changes occur with respect to the registered Payment Information or Receipt Information
(collectively, the "Settlement Information"), the Business Entity shall immediately follow the procedures to
change the Settlement Information by the method designated by LY or the Payment Collection Agency, as
the case may be. Even if any disadvantage arises to the Business Entity due to inability to use Settlement
Services or any trouble arises between the Business Entity and users or third parties, attributable to errors
in Registered Information, delays in changing Registered Information, etc., LY assumes no
responsibility whatsoever, and the Business Entity shall be responsible for handling the matter at its own
expense and responsibility.
- 3. Handling of the Settlement Information
- (1) LY shall handle the Settlement Information registered by the Business Entity with LY in accordance
with the standard required by the Conformity Assessment Scheme for ISMS, approved by the Japan Institute
for Promotion of Digital Economy and Community (JIPDEC). If LY handles personal information included
in such Settlement Information, LY shall handle such information in accordance with LY's privacy policy,
the Personal Information Protection Law, and the relevant authorities' guidelines.
- (2) If the Business Entity uses the Settlement Services, LY shall be entitled to disclose or
provide all or a part of the registered Settlement Information and Registered Information to the credit card
company or the Payment Collection Agency for purposes such as settlement and investigation.
- 4. Fee
- No fee shall be charged for the use of the Settlement Services; provided that, if the Business Entity
chooses bank transfer or the Payment Collection Service as its payment method, the Business Entity shall pay
the fee designated by the bank or the Payment Collection Agency.
- 5. Receipt and Payment on behalf of LY's Business Partners
- (1) If a Business Entity uses the Settlement Services to remit payment for the use of Business Services
provided by LY's business partners, LY shall receive such payments on behalf of such
business partners in accordance with LY's agreements with the applicable business partners. The
Business Entity shall be deemed to have completed payment for the use of the Business Services by completing
its payment to LY.
- (2) LY shall remit payments from its business partners to the Business Entity on behalf of the
business partner, in accordance with LY's agreements with its business partners, provided that the
business partner shall remain solely liable for the obligation to make any such payment.
- (3) LY shall be entitled to outsource the receipt or remittance of payments by LY on
behalf of its business partners pursuant to the preceding two paragraphs to a third party; provided that any
such third party shall be bound by obligations of confidentiality to LY.
- 6. Charge and Payment
- (1) The price for the use of Business Services, the amounts to be charged to the Business Entity and the
date on which such amounts will be determined shall be determined in accordance with the applicable Service
Terms and Conditions.
- (2) The Business Entity shall pay the amounts charged as designated in the preceding provision by a payment
method chosen by the Business Entity from among the payment methods approved by LY for the applicable
Business Services.
- (3) If the Business Entity chooses payment by bank transfer, the Business Entity shall remit the amount
payable to the bank account designated by LY on or before the last day of the month following the
month in which such amount is determined; provided, however, that if LY designates a different
payment date, the Business Entity shall make payment on or before such payment date.
- (4) If the Business Entity chooses payment by credit card, the Business Entity shall make payment in
accordance with the rules of the applicable credit card company.
- (5) If the Business Entity chooses payment using a Payment Collection Service, the Business Entity shall
make payment in accordance with the provisions of the agreement between the Payment Collection Agency and the
Business Entity.
- (6) If the Business Entity fails to make payment when due of any amount to be paid to LY, the
Business Entity shall pay a late payment fee in addition to the amount due. The late payment fee shall accrue
on the amount due at the rate of 14.6% per annum (based on a year of 365 days) from the date on which such
payment was due until the date on which such payment is finally completed.
- (7) Notwithstanding the preceding provisions, if there are other terms and conditions stipulated in the
Service Terms and Conditions, the parties shall comply therewith.
- 7. Issuance of Invoices and Receipts
- LY shall be under no obligation to issue any invoices or receipts to the Business Entity with
respect to any payments to be made hereunder; provided, however, that, if the Business Entity chooses to make
payment by bank transfer, LY will issue an invoice specifying the designated bank account.
- 8. Suspension of the Use of the Services
- (1) If the Business Entity fails to make any payment to LY when due, LY shall be entitled
to immediately suspend the Business Entity's use of all Business Services and the BID issued to the Business
Entity, without any prior notice.
- (2) If the Business Entity's use of the credit card registered by the Business Entity or the Payment
Collection Services used by the Business Entity is terminated or suspended, LY shall be entitled to
immediately suspend the Business Entity's use of all Business Services and the BID issued to the Business
Entity without notice to such Business Entity, irrespective of the reasons therefor.
- 9. Scope of Liability
- LY shall have no liability whatsoever for any damages or loss incurred by the Business Entity
arising out of the Business Entity's failure to make any payment to LY or LY's business
partners which is due and payable for its use of Business Services or arising out of the Business Entity's
inability to receive any payments it would have been otherwise entitled to, due to the Business Entity's loss
of its right to use the BID.
- 10. Offset
- LY shall be entitled to offset, at any time and at its discretion, any claims or amounts payable by
LY to the Business Entity (not limited to amounts payable under the Agreement) against any amounts
payable by the Business Entity to LY (regardless of whether payment of such amounts has become due or
not) without any notice.
- 11. Assignment of Claim
- If the Business Entity fails to make any payment to LY for the use of Business Services when due,
LY may assign its claim for payment to any third party, and the Business Entity shall give their
consents to any such assignment.
(Revised on Sep 1, 2011)
(Revised on Aug 16, 2012)
(Revised on Jul 1, 2014)
(Revised on Jan 29, 2015)
(Revised on Nov 1, 2021)
(Revised on Apr 20, 2023)
(Revised on Oct 1, 2023)
(Revised on Dec 20, 2023)
(Revised on Oct 30, 2024)