Terms of Service

Last updated: April 3, 2026

This page is a reference translation. The Japanese version is the authoritative text.

These Terms of Service (the "Terms") set forth the conditions for use of AgentClick (the "Service") operated by ASI株式会社 (the "Company"). All users (advertisers and publishers) of the Service are deemed to have agreed to these Terms.

Article 1 (Definitions)

The terms used in these Terms are defined as follows.

1. "Service" means the AI agent-compatible affiliate platform "AgentClick" operated by the Company and all related services (including the MCP API).
2. "Advertiser" means a user registered as an advertiser on the Service who posts advertising campaigns for their own products or services.
3. "Publisher" means a user registered as a publisher on the Service who displays, introduces, and drives traffic for advertising campaigns.
4. "AI Agent" means software that connects to the Service via protocols such as MCP to automatically select, introduce, and drive traffic for advertisements.
5. "Conversion" means an action that satisfies the conversion conditions set by an Advertiser (clicks, registrations, purchases, installs, etc.).
6. "Commission" means the reward paid by an Advertiser to a Publisher for a Conversion.
7. "Conversion Approval" means the process by which an Advertiser reviews the validity of a Conversion and approves or rejects it to finalize or void the Conversion.
8. "Platform Fee" means the fee charged by the Company on Commissions.
9. "Dashboard" means the web pages through which the Company displays information necessary for use of the Service and each user's own information.
10. "MCP" stands for Model Context Protocol, the communication protocol used by AI Agents to access the Service's API.
11. "API Key" means a unique character string used for authentication against the Service's API.

Article 2 (Application)

1. These Terms apply to all relationships between the Company and users regarding use of the Service.
2. Individual provisions, guidelines, help articles, and other rules established by the Company on the Service constitute part of these Terms.
3. In the event of a conflict between these Terms and any individual provision, the individual provision shall prevail.

Article 3 (Registration)

1. Any person wishing to use the Service shall agree to these Terms and apply for registration in the manner prescribed by the Company.
2. The Company may review registration applications and decline to approve registration if it determines that any of the following apply. The Company is not obligated to disclose the reason for such determination.
   • The application contains false information, errors, or omissions
   • The applicant has previously violated these Terms
   • The applicant has previously been forcibly withdrawn from the Service by the Company
   • The applicant is or may be an antisocial force
   • The Company otherwise determines that registration is inappropriate
3. Information provided at the time of registration must be accurate and up to date.

Article 4 (Publisher Eligibility)

To use the Service as a Publisher, all of the following requirements must be met.

1. The applicant must be 18 years of age or older (for corporations, the person in charge must be 18 years of age or older).
2. Information provided at the time of application and during use must be genuine.
3. The applicant must not have been forcibly withdrawn from the Company's services in the past.
4. The media site or AI agent operated by the applicant must be operated lawfully.
5. The applicant must agree to the contents of these Terms.

Article 5 (Account Management)

1. Users shall manage their account information (email address, password, API key, etc.) at their own responsibility.
2. Users shall take appropriate measures to manage their passwords and API keys and prevent them from becoming known to third parties. The Company shall not be liable for any damage resulting from inadequate management.
3. In the event that unauthorized use of an account is discovered, the Company may suspend the account without prior notice.
4. Each user (individual or corporation) may only hold one account and must not create multiple accounts without the prior consent of the Company.

Article 6 (Changes to Registered Information)

1. If there is any change to the registered information, users shall promptly complete the change procedure in the manner prescribed by the Company.
2. If a notice or document from the Company fails to reach or is delayed due to a user's failure to update their registered information, it shall be deemed to have arrived at the time it would normally have been delivered.
3. The name on the bank account for transfers must match the account holder name.

Article 7 (Advertiser Obligations)

1. Advertisers shall warrant that their advertisements and landing pages do not violate applicable laws and regulations.
2. Advertisers shall accurately set conversion conditions and commission amounts. If any changes are to be made, Advertisers shall notify affiliated Publishers through the Dashboard prior to making such changes.
3. Advertisers shall pay commissions and platform fees within 15 days of the invoice date based on invoices issued by the Company. If payment is not made by the due date, the Company may suspend the listing of campaigns and take other measures.
4. Advertisers shall be fully responsible for the content of their advertising materials (banners, text, logos, etc.).
5. Advertisers may approve or terminate partnerships with Publishers at their own discretion.
6. When sending offers to Publishers, Advertisers must comply with the sending limits of their subscribed plan. Exceeding the plan limits through technical means or other methods is prohibited.
7. Advertisers must not send offers containing spam-like content or offers en masse that are unrelated to the Publisher's media content.

Article 8 (Publisher Obligations)

1. Publishers shall comply with applicable laws and regulations (including the Act against Unjustifiable Premiums and Misleading Representations, the Act on Specified Commercial Transactions, the Pharmaceutical and Medical Device Act, and the Financial Instruments and Exchange Act) when placing advertisements.
2. In accordance with regulations against stealth marketing, Publishers shall clearly and prominently display disclosure notices (such as "PR," "Advertisement," or "Sponsored") in a location easily visible to users.
3. Publishers must not introduce advertising campaigns using false or exaggerated expressions.
4. Publishers must not modify advertising materials or link codes provided by Advertisers without the Advertiser's permission.
5. Publishers must not place advertisements on media other than the sites, applications, or AI agents registered with the Company.
6. If a partnership with an Advertiser is terminated, Publishers shall promptly remove advertising materials related to that Advertiser.
7. Publishers must not contact Advertisers directly regarding affiliate matters by any means other than those prescribed by the Company.

Article 9 (Commissions)

1. Commissions shall be calculated based on the conditions set by the Advertiser.
2. Within the prescribed approval period (default 10 days), Advertisers shall approve or reject generated Conversions. If an Advertiser does not respond within the approval period, the Conversion shall be processed in accordance with the Company's rules.
3. The Company shall pay Publishers the approved Commission amount minus the prescribed Platform Fee (30%).
4. Transfers shall be made on a month-end closing, last-day-of-the-following-month payment basis, with a minimum transfer amount of ¥1,000. If the transfer date falls on a weekend or holiday, the transfer will be made on the next business day. Unpaid commissions below the minimum transfer amount will be carried over to the following month.
5. Transfer fees (¥300) shall be borne by the Publisher.
6. In the event of a payment delay by an Advertiser, or where the Company determines there is a risk of such delay, the Company may withhold payment to Publishers until such delay is resolved.
7. If fraud is suspected on the part of a Publisher, the Company may withhold payment of commissions until the investigation is complete.

Article 9-2 (Advertiser Plans)

1. The Company provides offer sending plans for Advertisers as follows (all prices include tax).
   • フリー: Free (Offer sending limit: 5/month)
   • Go: ¥9,800/month (Offer sending limit: 50/month)
   • Plus: ¥19,800/month (Offer sending limit: 100/month)
   • Pro: ¥29,800/month (Offer sending limit: Unlimited)
2. Paid plans are billed via Stripe on a monthly subscription basis. Billing occurs at the time of subscription and automatically renews each month thereafter.
3. Offer sending counts reset at the beginning of each billing cycle. Unused offer counts do not carry over to the next cycle.
4. Advertisers may cancel their plan at any time. Upon cancellation, the plan will revert to the Free plan at the end of the current billing cycle. No pro-rata refunds will be provided.
5. The Company may change plan pricing and content upon 30 days' advance notice.
6. If a user fails to pay plan fees, the Company may downgrade the user's plan to Free and restrict service use.

Article 9-3 (Media Boost)

1. The Company provides a "Media Boost" service that allows Publishers to prominently display their media on the Service's landing page and dashboard.
2. Boost pricing and duration are as follows: ¥3,000 per purchase (tax included), displayed for 7 days. Up to 9 boost slots are available at any time.
3. Payment for boost purchases is charged instantly via Stripe at the time of purchase.
4. Once purchased, boosts cannot be cancelled or refunded. However, if the boost was not displayed properly due to a system failure attributable to the Company, the Company will address the matter on a case-by-case basis.
5. If the content of a boosted media listing violates these Terms or applicable laws, the Company may remove the boost without refund.
6. When boost slots are full, new boost purchases cannot be made until a slot becomes available.

Article 9-4 (Program Boost)

1. The Company provides a paid "Program Boost" service for Advertisers. Programs purchased with a Program Boost will be displayed with priority placement in Publisher program search results for a specified period.
2. Program Boost pricing and duration are as follows: ¥5,000 per purchase (tax included), displayed for 7 days.
3. Program Boost display slots are limited to a maximum of 6 slots. When the maximum is reached, new purchases cannot be made.
4. Program Boost purchases are charged via Stripe credit card payment, and display begins upon completion of payment.
5. Once purchased, Program Boosts cannot be cancelled or refunded. However, if the boost was not displayed properly due to a system failure attributable to the Company, the Company will address the matter on a case-by-case basis.
6. If the Company determines that a boosted program violates applicable laws or these Terms, the Company may suspend the boost display without prior notice. In such cases, no refund will be provided.

Article 9-5 (Refund and Cancellation Policy)

1. As a general rule, commissions and platform fees paid by Advertisers will not be refunded after a Conversion is finalized. Advertiser plan subscription fees, media boost fees, and program boost fees are also non-refundable as a general rule.
2. Notwithstanding the foregoing, the Company will determine the eligibility of refunds on a case-by-case basis in the following situations.
   • If Conversions were incorrectly recorded due to a system failure
   • If there was a billing error attributable to the Company
   • If fraudulent activity by a Publisher is discovered after Conversion Approval
   • If the Company determines a refund is appropriate based on a legitimate request from an Advertiser
   • If a media boost or program boost was not properly displayed due to a system failure attributable to the Company
3. If a refund is approved, the refund amount shall be the total of the Commission, the Platform Fee equivalent, and the consumption tax equivalent for the relevant Conversion.
4. Approved refunds will be processed within 14 business days of the Company's cancellation decision, principally as a refund to the credit card used for payment (via Stripe).
5. Publisher commissions are paid via Stripe Connect (bank transfer) on a month-end closing, last-day-of-the-following-month basis (or the next business day if it falls on a weekend or holiday). To receive transfers, Publishers must register with Stripe Connect and agree to the Stripe Connected Account Agreement.
6. If fraudulent activity by a Publisher is discovered after a transfer has been made, the Company may request the return of the already-paid commission.

Article 9-6 (Special Provisions for Publishers Also Registered as Advertisers)

1. Set-Off. Where a Publisher is also registered as an Advertiser on the Service and any of the following apply, the Company may set off any service fees or other claims it holds against such Advertiser against any Commission claims such Publisher holds against the Company, regardless of due dates and in the amount of the lesser claim.
   • The Publisher has, in its capacity as Advertiser, committed fraud, become subject to Forced Withdrawal, or otherwise fallen under grounds for contract termination
   • The Company determines there is a risk of the above
2. Payment Withholding. Where a Publisher is in default on obligations owed in its capacity as Advertiser, or where the Company determines there is a risk of such default, the Company may withhold payment of Commissions to such Publisher until the obligations have been fulfilled. No interest or late-payment damages shall accrue during the withholding period.
3. Treatment of Substantially Identical Entities. The provisions of the preceding two paragraphs shall apply equally where the Publisher and Advertiser accounts are registered under different names, if the Company determines that the accounts are held by substantially the same entity or by entities in a controlling relationship (e.g., the same representative, group companies, etc.).

Article 9-7 (Conversion Approval Due to Advertiser Circumstances)

1. Where an Advertiser becomes subject to Forced Withdrawal, contract termination, or similar grounds, or where the Company determines there is a risk of such grounds arising, the Company may, at its discretion, approve pending Conversions attributable to such Advertiser.
2. Where the Company approves Conversions pursuant to the preceding paragraph, payment of Commissions to Publishers shall be made in accordance with these Terms.

Article 10 (Prohibited Activities)

Users must not engage in any of the following activities (the "Prohibited Activities"). The following list is illustrative and not exhaustive.

10-1. Prohibited Activities for All Users

• Providing false information to the Company
• Unauthorized access to other users' accounts
• Unauthorized access to the Service's systems, overload attacks, reverse engineering, or any other acts that interfere with the normal operation of the systems
• Acts that violate laws and regulations or public order and morals, and acts that facilitate such violations
• Infringement of third parties' copyrights, trademarks, portrait rights, or other rights
• Acts that damage the reputation or brand of the Company, Advertisers, other Publishers, or any other third parties
• Violating obligations set forth in these Terms

10-2. Prohibited Activities for Publishers

• Fraudulent generation of Conversions through mechanical or artificial means, such as self-clicks, coordinated clicks, or clicks using bots or macros
• Falsification of Conversions through false conversion reports or fictitious orders or registrations
• Manipulation of Conversion attribution through cookie manipulation, redirect chains, etc.
• Purchasing and reselling products for the purpose of earning commissions, and applying for campaigns for which one is not eligible
• Soliciting users to click or apply by offering money, points, or other incentives
• Unauthorized placement of search advertising (except where explicitly permitted by the Advertiser)
• Spam (regardless of the medium, including email, social media, and message boards)
• Creating social media accounts using an Advertiser's name, trademark, or brand, or impersonating official accounts
• Disclosing non-public information (such as conversion conditions and commission amounts) from the Dashboard externally
• Placing advertisements on sites, apps, or media not registered with the Company
• Continuing to display advertisements for terminated or expired programs
• Distributing content or products that may fall under or facilitate any of the above

10-3. Prohibited Activities for Advertisers

• Fraudulent rejection of Conversions (arbitrarily canceling valid Conversions)
• Unilaterally modifying commission conditions to the detriment of Publishers without legitimate reason
• Including illegal expressions or expressions that may cause misunderstanding in advertising materials

Article 11 (MCP / API Use)

1. The Company provides an MCP server and REST API for the Service.
2. API keys may only be used by the user to whom they were issued. Providing, sharing, or selling API keys to third parties is prohibited.
3. Rate limits apply to API use. Requests that exceed the limits may be rejected. Intentional circumvention of rate limits constitutes a Prohibited Activity.
4. Use of the Service through an AI Agent shall be deemed use by the Publisher themselves, and the Publisher shall be responsible for actions taken by AI Agents.
5. The Company may change or discontinue API specifications. In the case of significant changes, the Company will endeavor to provide advance notice with a reasonable lead time.

Article 12 (Confidentiality)

1. "Confidential Information" means non-public technical or business information disclosed by the Company or a user to the other party in connection with the use of the Service. Information provided through the Dashboard shall constitute Confidential Information regardless of whether it is expressly designated as such.
2. Recipients of Confidential Information shall manage Confidential Information with the care of a good manager and must not disclose it to third parties without the prior written consent of the disclosing party.
3. Notwithstanding the foregoing, the following information shall not constitute Confidential Information.
   • Information that was already publicly known at the time of disclosure
   • Information that became publicly known after disclosure through no fault of the recipient
   • Information that the recipient lawfully possessed prior to disclosure
   • Information independently developed by the recipient without reference to the Confidential Information
   • Information lawfully obtained from an authorized third party without any obligation of confidentiality
4. If a court or administrative authority orders disclosure pursuant to law, the recipient may disclose Confidential Information to the extent necessary.
5. The Company may disclose a portion of a Publisher's registered information to Advertisers for the purpose of investigating and preventing fraud.
6. The Company may use and publish statistical information obtained through use of the Service in a form that does not identify individual users.

Article 13 (Exclusion of Antisocial Forces)

1. Users shall represent and warrant that they (including, in the case of corporations, their officers and persons substantially involved in management) do not constitute organized crime groups, organized crime group members, companies related to organized crime groups, corporate racketeers, groups engaging in criminal activities under the pretext of conducting social movements, special intelligence organized crime groups, or any other antisocial forces ("Antisocial Forces").
2. Users shall represent and warrant that they do not have any of the following relationships with Antisocial Forces.
   • Antisocial Forces controlling or substantially involved in management
   • Using Antisocial Forces for the purpose of gaining illegal benefits for oneself or a third party
   • Providing funds or benefits to Antisocial Forces
3. Users shall warrant that they will not, directly or through third parties, engage in violent demands, unreasonable demands, threatening behavior, interference with business operations, or similar acts.
4. If a user violates the representations and warranties in the preceding paragraphs, the Company may immediately terminate the contract without demand and suspend all commission payments. The Company shall not be liable for any damage suffered by such user as a result.

Article 14 (Non-Assignment of Rights and Obligations)

1. Users must not, without the prior written consent of the Company, assign, lend, or pledge as collateral all or any part of their contractual status, rights, or obligations under these Terms to any third party.
2. The Company may, in connection with the succession of the business related to the Service to a third party, transfer its contractual status, rights, and obligations to such third party, and users hereby consent to such transfer in advance.

Article 15 (Suspension and Modification of Service)

1. The Company may suspend or interrupt all or part of the Service without prior notice in the following circumstances.
   • When performing maintenance, updates, or emergency responses to systems
   • When provision is difficult due to force majeure such as natural disasters, power outages, communication failures, or cyberattacks
   • When the Company otherwise determines that suspension or interruption is necessary
2. The Company may change the content of the Service without prior notice. In the case of significant changes, the Company will endeavor to provide advance notice with a reasonable lead time.

Article 16 (Intellectual Property Rights)

1. Copyrights, trademarks, and other intellectual property rights related to the Service belong to the Company or the legitimate rights holders.
2. Users must not reproduce, reprint, modify, distribute, or otherwise use the content of the Service (including the content displayed on the Dashboard) without the prior written consent of the Company.
3. Publishers may use advertising materials provided by Advertisers only for the purpose of displaying advertisements on the Service, and may not modify or make secondary use of such materials without the prior permission of the rights holder.
4. Publishers shall warrant that their content does not infringe the copyrights, trademarks, portrait rights, or other rights of third parties. Disputes arising from infringement of rights shall be resolved at the Publisher's own responsibility.

Article 17 (Disclaimer)

1. The Company does not warrant the completeness, accuracy, usefulness, fitness for a particular purpose, or security of the Service.
2. The Company shall not be liable for any disputes between users (including between Advertisers and Publishers).
3. The Company shall not be liable for any legal violations, infringement of rights, or disputes with third parties arising from Publisher content.
4. The Company does not warrant that no Conversions will be generated fraudulently by Publishers or AI Agents.
5. The Company's review and approval of media sites or AI Agents does not guarantee their legality or non-infringement of rights.
6. The Company shall not be liable for any damage caused by use of the Service, except in cases of intentional misconduct or gross negligence by the Company.

Article 18 (Damages)

1. If a user causes damage to the Company or a third party by violating these Terms or through fraudulent activity, the user shall be liable to compensate for such damage (including reasonable attorneys' fees).
2. Even if the Company's liability is recognized, except in cases of intentional misconduct or gross negligence by the Company, the amount of compensation shall be limited to the amount paid by the user to the Company in the past 12 months (in the case of Publishers, the total amount of commissions received from the Company in the past 12 months).

Article 19 (Forced Withdrawal)

1. The Company may suspend or withdraw a user's account (hereinafter "Forced Withdrawal") without prior notice or demand if it determines that any of the following apply.
   • There is a violation of these Terms and no improvement is made within a reasonable period
   • The user is found to have engaged in Prohibited Activities
   • It is discovered that the registered information contains false information
   • The user no longer meets the Publisher eligibility requirements
   • It is discovered that the user constitutes an Antisocial Force
   • The user does not respond to communications from the Company within a reasonable period
   • A petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, or corporate reorganization proceedings has been filed
   • The user engages in behavior that disrupts the operation of the Service (threats, excessive demands, etc.)
   • The Company otherwise determines that it is inappropriate to maintain the user's membership
2. With respect to forcibly withdrawn users, the Company may take the following measures.
   • Forfeiture of all or part of unpaid commissions and refusal to pay them
   • If already paid, a claim for return of the equivalent amount
   • A claim for investigation costs and other reasonable expenses incurred in connection with the Forced Withdrawal
3. The Company is not obligated to disclose the reason for or basis of a Forced Withdrawal determination.

Article 20 (Voluntary Withdrawal)

1. Users may withdraw at any time by following the procedures prescribed by the Company.
2. If there are unpaid commissions at the time of withdrawal, the Company will settle them through the prescribed procedures after deducting transfer fees.
3. Even after withdrawal, the confidentiality obligation (Article 12), the damage compensation obligation (Article 18), and other provisions that by their nature should survive will continue to be in effect.

Article 21 (Contract Period)

1. The contract under these Terms takes effect on the date the user's registration is approved and terminates upon voluntary withdrawal or Forced Withdrawal.
2. The Company may terminate all or part of the Service upon 30 days' notice to users.

Article 22 (Changes to Terms)

1. The Company may change these Terms as necessary.
2. The revised Terms shall take effect upon publication on the Service.
3. In the case of significant changes, advance notice will be provided by email or other means. If a user continues to use the Service after such notice, the user will be deemed to have consented to the revised Terms.

Article 23 (Governing Law and Jurisdiction)

1. These Terms shall be governed by the laws of Japan.
2. Any disputes relating to the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Established: March 4, 2026
Last revised: April 3, 2026
ASI株式会社