Terms and Conditions of Contract for Advertisement Display
Greenport Agency Co., Ltd. (hereinafter, "GPA") and the advertiser, including
any and all advertising agencies contracted to the advertiser (hereinafter,
collectively referred to as "The Advertiser") hereby agree to abide by thefollowing terms and conditions (hereinafter, "Terms & Conditions"), unless either
party expresses written intention to the contrary, when concluding theadvertising contract (hereinafter, "Contract") for advertising (hereinafter, "TheAdvertisement") on a facility or advertising medium (hereinafter, “The Facility”)
owned by, or under the management of, Narita International Airport Corporation(hereinafter, "NAA").
Offer of Contract
Article 1. Notification of intention to make an offer in relation to this Contract
shall require, for The Advertiser, the prescribed items on theadvertisement application form specified by GPA be included andforwarded to GPA by post or as an attachment by email (hereinafter, thismethod shall be collectively referred to as "Specified Method").
Conclusion of Contract and Details Therein
Article 2. The Contract shall be concluded between GPA and The Advertiser
when GPA issues an acceptance notice in accordance with the Specified
Method and its content concurs with the details set out in the
aforementioned advertisement application form (hereinafter, "Application
Form Content") and as prescribed by these Terms & Conditions.
2. In the event that terms or restrictions are attached in the
aforementioned acceptance, the Contract shall not be deemed to havebeen concluded in any format whatsoever unless The Advertiser signifies
its consent to those terms or restrictions within three of GPA's working
days (hereinafter, "Business Days").
Nullification of The Contract Due NAA Disapproval
Article 3. Should NAA notify GPA within five Business Days prior to theadvertising period specified in the Application Form Content (hereinafter,"Advertising Period") that it will not approve the Contract and GPA
notifies The Advertiser to that effect by way of the Specified Method, the1Contract shall be rendered null and void retrospective to the date of its
conclusion.
2. In the aforementioned event, The Advertiser will not seek reasons for
NAA's disapproval nor shall it seek compensation or other form of redressfrom GPA or NAA. Notwithstanding, should GPA fail to notify The
Advertiser by the Specified Method that the Contract has been disallowed
within three Business Days of having received the aforementioned advice,
GPA shall be said to be negligent and in sufficient legal cause in relation
to the advice, and liable for compensation.
Terms & Method of Payment, etc. of Advertising Charges, etc.
Article 4. The Advertiser shall make payment of the advertising charges, etc. as
set out in the Application Form Content (hereinafter, "Advertising
Charges") plus the applicable consumption tax by bank transfer to an
account specified by GPA by the date specified by GPA. Bank transfer
charges shall be the responsibility of The Advertiser.
2. When the aforementioned payment by The Advertiser is delayed, theAdvertiser is to immediately pay GPA the aforementioned amount plus adelinquency penalty of five percent (5%) of the outstanding amount.
3. Any fraction of less than one yen in Advertising Charges, applicableconsumption tax and delinquency payment amounts will be rounded
down to the nearest whole number.
Determining Approval of Advertisement Display
Article 5. The Advertiser shall notify GPA of the details of The Advertisement
design and subject matter before The Advertisement commencement
date and obtain the approval of both GPA and NAA. In addition, The
Advertiser shall make the said notification being aware that the said
approval by GPA and NAA requires a minimum of five Business Days.
2. The approval mentioned in the preceding paragraph will, in principle,
not be given by either GPA or NAA if they deem that the contents of The
Advertisement planned by The Advertiser are subject to the following
sub-paragraphs. However, even if the above-mentioned contents are notsubject to any of the following listed items, approval will not be given ifeither GPA or NAA deem that the contents are not suitable foradvertising.
2(1) Contents are contrary to public order(2) It is damaging to the environment or unaesthetic(3) It contains false or exaggerated expressions(4) It creates a discordant public impression(5) It supports a particular political activity(6) It gives rise to fears of danger to the facilities(7) Publication is forbidden by laws or regulations
3. If the approval referred to in Paragraph 1 is not obtained, The
Advertiser may seek changes by notifying GPA of amendments to The
Advertisement design and subject matter. The procedures subsequent tothat shall be as prescribed in Paragraph 1.
4. Should it not be possible to display The Advertisement for all or part ofthe period of the Advertising Period due to failure to gain approval as
referred to in Paragraph 1, The Advertiser may not rescind the Contract
in part or in whole for any reason whatsoever and may not seek
compensation for damages from GPA or NAA, nor seek the return ofAdvertising Charges, nor be able to make any claim at all irrespective ofthe terms used.
Preserving the Advertising Integrity of The Advertisement
Article 6. GPA will endeavor to maintain the advertising integrity of The
Advertisement during the Advertising Period.
2. If damage is found to have occurred to The Advertisement, GPA willreport this promptly to The Advertiser and appropriate measures will betaken subsequent to discussions with the Advertiser. Notwithstanding,this shall not apply where the said damage occurs through the intention
or carelessness of The Advertiser.
3. If the Facility for The Advertisement is to be digital signage, GPA will
ensure exposure times corresponding to ninety percent (90%) or more of
the exposure times agreed between GPA and The Advertiser (hereinafterin this Article, the "Minimum Exposure Time").
4. Notwithstanding the provisions of the previous paragraph, should The
Advertiser be unable to receive the Minimum Exposure Time through awillful or negligent act of GPA, or if it is found that it will be impossible toobtain the Minimum Exposure Time, GPA shall immediately advise The
Advertiser to that effect and hold consultations with The Advertiser on3measures to effect a reduction in the advertising charge quoted in the
Application Form Content (hereinafter, “Advertising Charge”).
Measures Applying If the Form of Advertising is a Promotion
Article 7. If the form of advertising is a promotion, The Advertiser must ensurethat none of the following takes place when The Advertisement is on
display.
(1) Staff associated with The Advertisement display The
Advertisement beyond the areas designated by GPA.
(2) Express words and actions which damage or threaten todamage the business of NAA or of retail operators in relation to
The Facility.
(3) Actions corresponding to those described in any item of
Article 5-2(4) The use of fire(5) The use of microphones or musical instruments whichinterfere with announcements within the building.
(6) Excessive canvassing or soliciting(7) Carrying out business activities such as the sale of products,
which involve the transfer of money(8) Excessive quantity of materials, equipment (hereinafter in this
Article, "Materials") interfering with the flow of traffic within Narita
International Airport.
(9) Acts in other ways which NAA considers inappropriate.
2. Should any of the actions described in the preceding paragraph apply,
The Advertiser shall take steps to ensure that passengers, etc. do notenter the advertising area by closing it off with the use of stanchions.
3. Should any of the actions described in Paragraph 1 apply, The
Advertiser shall comply with the following.
(1) Have fire extinguishers available at all times in the advertisingarea as instructed by GPA and have staff on duty at all times
during the Advertising Period who are familiar with the use of fire
extinguishing equipment(2) When The Advertiser leaves the site, power to electricalequipment is to be turned off(3) Emergency evacuation routes for passengers are to be4

checked and remain accessible(4) Total familiarization with other emergency contact andnotification system prescribed by NAA(5) GPA approval must be obtained if flammable materials are to
be used in The Advertisement(6) In addition, the directions of GPA’s fire prevention supervisor
must be observed.
NAA Prohibition of The Advertisement
Article 8. If, for any of the following reasons, NAA prohibits the display of The
Advertisement during the Advertising Period, the Advertiser shall not
display The Advertisement for the specified period and, if The
Advertisement is already on display, The Advertiser shall remove or
terminate the display immediately.
(1) If The Advertisement is prohibited by law or by direction of agovernment agency and must be removed(2) If Advertising becomes impossible because of natural
disaster or other force majeure(3) When deemed particularly necessary by NAA for the
management of The Facility, such as for the closure to allow
renovation or construction work
2. Should any of the circumstances in the preceding paragraph apply,
The Advertiser shall make payment of the amount derived by calculating
the daily advertising rate (hereinafter, “Daily Advertising Rate”) by
dividing the Advertising Charge, inclusive of consumption tax, by the
number of days in the Advertising Period and multiplying the Daily
Advertising Rate by the number of days on which The Advertisement iswithdrawn. If The Advertiser has already paid the Advertising Charge to
GPA, GPA shall refund the amount to The Advertiser.
3. Should the conditions of Paragraph 1 be applicable, the responsibility
for the cost of removing or terminating The Advertisement or displaying it
once again shall be determined through discussions between GPA andThe Advertiser. If the said discussions cannot reach an agreement, theabove costs shall be borne by The Advertiser.
4. Should the conditions of Paragraph 1 be applicable, The Advertiser
shall not claim compensation, seek an alternative Advertising Period or5claim any other form of redress from GPA or NAA.
5. Should the conditions of Paragraph 1 be applicable and both parties
agree, The Advertisement may be displayed in an alternative period or analternative site. Notwithstanding, The Advertising Charge shall bedecided through agreement between GPA and The Advertiser, and theContract and applicable Terms & Conditions, excluding the Advertising
Period and Advertising Charges, shall apply.
Rescission Following Breach of The Contract
Article 9. Should either party be in violation of the Terms & Conditions of theContract, that party shall be requested by the other to take corrective
action by a specified time. Should the party fail to take corrective action
within the specified period, the Contract may be rescinded.
2. Notwithstanding the provision of the preceding paragraph, either party
may rescind the Contract without notice or any other procedure if any of
the following conditions apply.
(1) In the event of bankruptcy, special liquidation, civil
restructuring, petition for corporate reorganization filed by thecompany or other party(2) If a resolution has been passed for dissolution, merger,
corporate split, change of shares, reduction of capital or transfer
of all or significant parts of the business(3) There has been an instance of a drawn bill or an issued
check being dishonored(4) The competent authorities have revoked or suspended an
operating license(5) When a third party has carried out a provisional seizure,provisional injunction, or compulsory execution, etc.
(6) When proceedings are taken for the recovery of taxes andpublic charges in arrears
3. Should either party sustain loss due to any of the conditions cited in
the preceding two paragraphs above being applicable to the other party,
that party may seek compensation for damages from the otherregardless of whether the Contract is rescinded or not.
Representations and Warranties by The Advertiser - 1
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Article 10. The Advertiser shall represent and warrant to GPA the matters
contained in each of the following items.
(1) The Advertiser (including officers and employees and thesame shall apply hereinafter in this Article) is not and has neverbeen a member of an anti-social force (referring to organizedcrime groups, including organized crime group members andrelated groups, and groups or individuals seeking economic profit
by using violence, threats or fraudulent methods, as defined in
the Act on Prevention of Unjust Acts by Organized Crime Group
Members.)(2) The Advertiser does not make use of anti-social forces(3) The Advertiser does not provide funds, etc., provide
assistance or contribute to the maintenance and operation ofanti-social forces(4) The Advertiser does not have socially reprehensible links with
anti-social forces.
(5) The Advertiser shall not by itself or through an affiliation, use
violence, deception, threatening language against GPA or NAA(including making it known that the Advertiser or its affiliates are
anti-social forces, or falsely claiming not to be an anti-social
force), thereby damaging the reputation and credibility orhindering the operations of GPA or NAA.
(6) The Advertiser shall not undertake any act that is similar tothat described in the preceding sub-paragraphs.
2. Should The Advertiser violate the conditions of any of the preceding
sub-paragraph, GPA may rescind the Contract without notification or any
other procedure.
3. If GPA rescinds the Contract in accordance with the provisions of thepreceding paragraph, it may seek compensation from The Advertiser for
any losses sustained owing to the said termination (including lost
profit).In addition, irrespective of the reason for the said rescission, The
Advertiser shall not seek redress for compensation for loss against GPA
or NAA irrespective of the terms used for the claim.
Representations and Warranties by The Advertiser - 2
Article 11. The Advertiser shall, in executing the Contract, represent and7warrant to GPA the matters contained in each of the following items.
(1) Neither The Advertiser nor any associate or affiliate, including
The Advertiser’s parent or subsidiary companies, officer or
employee of The Advertiser, shall, directly or indirectly,
contribute, make application to contribute, or pledge to contribute
illicit funds or other benefits to a public official of another country
or to an individual, corporation or organization whose actions
under the provisions of this paragraph are considered to beillegal in Japan and in any other country or territory worldwide(2) Neither The Advertiser nor any associate or affiliate, including
The Advertiser's parent or subsidiary companies, officer or
employee of The Advertiser shall, directly or indirectly, receive,
request or pledge to receive illicit funds or other benefits in Japanand in any other country or territory worldwide(3) The Advertiser will not undertake any act in contravention of
the US Federal Foreign Corrupt Practices Act (FCPA of 1977）or
the UK Bribery Act 2010
2. Should The Advertiser (including associates and affiliates, officers andemployees of The Advertiser as prescribed in the preceding paragraph)find itself in violation of the provisions of the preceding paragraph, it shallpromptly report this fact together with the details to GPA by the Specified
Method.
3. Should The Advertiser (including associates and affiliates, officers andemployees of The Advertiser as prescribed in Paragraph 1) find itself inviolation of the provisions of Paragraph 1, GPA may rescind the Contract
without notification or any other procedure.
4. If GPA rescinds the Contract in accordance with the provisions of theprevious paragraph, it may seek compensation from The Advertiser for
any losses sustained owing to the said termination (including lost
profit).In addition, irrespective of the reason for the said rescission, The
Advertiser shall not make any claim for compensation for loss against
GPA or NAA irrespective of the terms used for the claim.
Payment of Default Penalties
Article 12. Should GPA rescind the Contract in accordance with the terms of thepreceding three articles above, The Advertiser shall pay to GPA a sum as8

a default penalty calculated by multiplying the Daily Advertising Rate by
the number of remaining days of the Advertising Period. However, if The
Advertiser has already paid the Advertising Charge to GPA, GPA may
use a refund of the remaining Advertising Charge produced by therescission of the contract to offset the default penalty.
2. Notwithstanding the provisions of the preceding paragraph, if GPA
rescinds the Contract in accordance with the provisions of the preceding
three articles, GPA shall not be obliged to refund "Other ancillary
expenses” in the Application Form Content paid by The Advertiser to
GPA.
Termination of the Contract by the Advertiser
Article 13. Should the Advertiser wish to terminate the Contract before
completion of the final day of the Advertising Period due to certain
circumstances, it shall notify GPA of its intention to terminate sixty days inadvance using The Specified Method.
2. In the case referred to in preceding paragraph, The Advertiser shall
pay to GPA a default penalty equal to an amount calculated bymultiplying the Daily Advertising Rate by the number of days remaining in
The Advertising Period. Notwithstanding, if The Advertiser has alreadypaid the Advertising Charge to GPA, GPA may use a refund of theremaining Advertising Charge produced by the termination of the contract
to offset the default penalty.
3. Notwithstanding the provisions of the preceding paragraph, if The
Advertiser terminates the Contract in accordance with the provisions ofParagraph 1, GPA shall not be obliged to refund "Other ancillary
expenses” in the Application Form Content paid by The Advertiser to
GPA.
Restoration of Facility to Original Condition by The Advertiser
Article 14. By the final day of The Advertising Period The Advertiser shallremove The Advertisement and restore the advertising area to its original
condition as directed by GPA and at The Advertiser’s expense.
Notwithstanding, this shall not apply if GPA and The Advertiser renew theContract.
2. With regard to the proviso in the preceding paragraph, the obligation of
9The Advertiser to restore the site to its original condition shall continue in
the Contract after renewal.
3. If the Contract is rescinded in accordance with the provisions of Article
9 or Article 11, or if the Contract is terminated in accordance with theprovisions of the Article 13, The Advertiser shall remove The
Advertisement and restore the advertising area to its original condition as
directed by GPA and at The Advertiser’s expense, by a date stipulated by
GPA.
4. If The Advertiser fails to fulfill its obligation to restore the site to its
original condition in accordance with the requirement set out inParagraph 1 by the final day of The Advertising Period, or fails to fulfill its
obligation to restore the site to its original condition as prescribed in thepreceding paragraph by the date stipulated, The Advertiser shall promptly
pay to GPA a default payment equal to an amount twice that calculated
by multiplying the Daily Advertising Rate by the number of delinquentdays.
5. If The Advertiser fails to fulfill its obligation to restore the site to its
original condition in accordance with the requirement set out inParagraph 1 by the final day of The Advertising Period or fails to fulfill its
obligation to restore the site to its original condition as prescribed in the
Paragraph 3 by the date stipulated, GPA may undertake the obligation on
behalf, and at the expense of, The Advertiser. Further, The Advertiser
may not claim compensation from GPA or NAA for any loss sustained asa result of restoration work carried out on its behalf nor shall it seek anyother form of redress irrespective of the terms used.
Specified Method for Claims Based on The Contract
Article 15. Procedures based on the Contract such as claims and notices shallbe carried out by the Specified Method.
Discussion Between GPA and The Advertiser
Article 16. For matters which are not prescribed in the Contract, or in cases
where there is ambiguity over the terms of the Contract, GPA and The
Advertiser shall hold discussions to reach a reasonable solution.
Governing Law
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Article 17. This Contract shall be governed by and construed under the laws ofJapan.
Competent Court
Article 18, The Tokyo District Court will be the exclusive court of jurisdiction in
the first instance for any disputes related to this Contract
Obligation to Execute The Contract in Good Faith
Article 19. GPA and The Advertiser shall carry out the Contract in good faith andsincerity.

Supplementary Provisions
Article 1. Changes to these Terms & Conditions are to be submitted through the
GPA website (http://www.gpa-net.co.jp/en/ads-promotion/inquiries/).
Article 2. These Terms & Conditions are effective from April 1, 2015.

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