EX-4.24 AGREEMENT ON ADVERTISEMENT TREATMENT



 



EXHIBIT 4.24


[Translation]


Agreement on the Advertisement Treatment




First Charge, Inc. (“the Company”) and Crayfish Co.,Ltd. (“Crayfish”) (each a
“party” and collectively the “parties”) here by agree to enter into this
Agreement (the “Agreement”) related to the treatment of advertisements on
various media (the “Media”).


Article 1 (Basic principle)



The Company shall cooperate with Crayfish to obtain the original manuscript of
the advertisement.


Article 2 (Application of advertisement)



The Company shall apply for the advertisement prior to the closing date set by
Crayfish, and shall use the form assigned by Crayfish to apply for the
advertisement. Application shall be made by e-mail or other methods designated
by Crayfish. A separate agreement regarding the treatment of the advertisements
(“Advertisement Treatment”) shall be formed when Crayfish accepts the
advertisement application.


Article 3 (Advertisement Treatment Fee)



	1.	 	Following the start of the Advertisement Treatment, Crayfish shall issue
an invoice for the Advertisement Treatment Fee pursuant to the fee agreed
upon by both parties (“Advertisement Treatment Fee”).



	2.	 	The Company shall setoff amounts invoiced by Crayfish above against the
Agency Fee, further described in Article 5 herein, and deposit the balance
to the bank account specified by Crayfish prior to the end of the month
following the closing date of the month of the Advertisement Treatment.



	3.	 	The month of Advertisement Treatment means the month when the treatment
of banner and mailing advertisement begins.



Article 4 (Delay damaging money)



Interest of 14.6% per annum shall accrue on all unpaid Advertisement Treatment
Fees under the Article 3 herein.


Article 5 (Agency Fee)



Crayfish shall pay to the Company the Agency Fee, which is calculated by
multiplying the Advertisement Treatment Fee separately at a later date.


Article 6 (Submission of advertising manuscript)



The Company shall submit the advertising manuscript to Crayfish by the closing
date established by Crayfish using the method established by Crayfish.


Article 7 (Rejection of Advertisement Treatment)



	1.	 	If Crayfish determines that the content or style of advertisement is not
appropriate, Crayfish may reject the Advertisement Treatment or require
the modification of the Advertisement Treatment within five business days
from the date on which the advertisement manuscript has been submitted.



	2.	 	When the site of a banner advertisement is a site which may be freely
read by an unlimited number of people (e.g. a “community” site), when the
content of the ad differs substantially from the content proposed at the
time the advertisement was applied for, and if such content may damage the
reputation, name value and reliance of Crayfish, Crayfish may discontinue
the advertisement even in the midst of the Agreement term. In this case,
the Company is still required to pay an Advertisement Treatment Fee
established at the time of application for the Advertisement Treatment.



Article 8 (Research)



The Company shall perform due diligence re the reliability of the advertisement
sponsors and the Company shall ensure that the Advertisement Treatment shall
not damage Crayfish or the operators of media used by Crayfish. The Company
shall be responsible



 







 



for dealing with claims against Crayfish by third parties alleging damage
caused by the Advertisement Treatment and Crayfish shall reasonably cooperates
in relation thereto.


Article 9 (Cancellation)



The Advertisement Treatment Fee shall arise when the Company applies for an
advertisement as described Article 2, and such fee shall be payable by the
Company even if it cancels its advertisement application.


Article 10 (Confidentiality of information)



The parties shall not disclose to third parties any confidential information
related to this Agreement. This provision shall survive the termination or
expiry of this Agreement.


Article 11 (Exemption)



	1.	 	When the advertisement cannot be used as originally scheduled due to
system trouble, the parties shall mutually determine a new schedule for
the advertisement.



	2.	 	Crayfish may stop, interrupt or change the schedule of advertisement upon
the occurrence of an emergency, natural disaster, illegality, electronic
blackout or other unavoidable causes.



	3.	 	The Company may not make a claim for damages against Crayfish in either
of the above cases.



Article 12 (Cancellation)



	1.	 	The Company or Crayfish may cancel the contract without notice to the
other party or engaging in proceedings upon the occurrence of any of the
following events:



	 	(1)	 	When a party breaches this Agreement and does not quickly respond
to the other party’s notification in relation thereto.



	 	(2)	 	When a party is subject to a claim for levy, sequestrate,
provisional ruling, or punishment for nonpayment of tax or public dues.



	 	(3)	 	When a party’s business has been suspended due to insolvency or a
dishonored check or note for which the party is responsible.



	 	(4)	 	When the property, creditworthiness or ability to a party to pay
its liabilities changes dramatically.



	 	(5)	 	When a party applies for consolidation, special liquidation,
corporate reorganization, civil rehabilitation, bankruptcy, proceeding
or other events related these under the law, or the same is petitioned
for by a third party.



	 	(6)	 	When a party assigns or outsources all or a part of its business to
a third party.



	 	(7)	 	When other significant business uncertainties arise.



	2.	 	Upon the occurrence of any of the above events with respect to a party,
that party shall promptly settle all outstanding liabilities to the
opposite party.



Article 13 (Assignment of an obligation)



	1.	 	Upon the occurrence of any of the events in Article 12-1-(1) to (7) with
respect to the Company, Crayfish may demand that the Company assign to
Crayfish its liabilities with respect to the advertisement space provider.
In such case, if Crayfish claims a liability, the Company shall approve
the claim and Crayfish may give notice of its assignment of the liability
on behalf of the Company.



	2.	 	Other than cases described in Article 13-1, Crayfish may require the
Company to delegate collection of receivables to Crayfish which the
Company has against advertisers based on this Agreement. Crayfish may
setoff the liability of the Company to Crayfish and receivables delegated
by the Company.



Article 14 (Expiration date)



	1.	 	The expiration date of this Agreement shall be one year following the
execution of this Agreement.



	2.	 	The Agreement will automatically renew for one year if either party does
not propose in writing to modify its terms or terminate the Agreement.



	3.	 	Even during the Agreement term, either party may cancel this Agreement
for any reason by sending a writing to the opposite party with thirty days
advance notice.



	4.	 	Not withstanding the termination of this Agreement, this Agreement shall
govern the Advertisement Treatment closed during the term of this
Agreement.




 







 




Article 15 (Supplemental)



Both parties shall make best efforts to amicably discuss and resolve questions
regarding the interpretation of this Agreement.


Article 16 (Jurisdiction)



The Tokyo district court or Tokyo summary court shall have exclusive
jurisdiction over controversies arising under this Agreement or a separate
contract related to this Agreement.


Article 17 (Compliance)



This Agreement is governed by Japanese law.


As a proof for close of contract, the Company shall retain an original of this
Agreement with name, seal and signature of each party, and Crayfish shall
retain a copy.


March 12, 2003


The Company: Nishi Ikebukuro2-29-16 Toshima-ku Tokyo

First Charge, Inc.

/s/ Yoshitaka Enoki sealed by stamp

Representative Director: Yoshitaka Enoki


Crayfish: Ikebukuro2-16-13 Toshima-ku Tokyo

Crayfish Co., Ltd.

/s/ Kazuhiko Muraki sealed by stamp

Representative Director: Kazuhiko Muraki