Effective Date: Jan. 11, 2023
Game Portal Service Content Supplier Terms of Service
These Terms of Service set forth the rights and obligations between Digital Will Inc. ("Company") and the Content Supplier ("Supplier") with respect to the use of the Game Portal Service ("Service") provided by Company (this "Agreement"). Supplier agrees that these Terms of Service shall constitute a contract between Supplier and Company.
Article 1. Service Overview
Company grants Media Publishers ("Partner") a license to use a gaming portal site ("Game Portal") under the Game Portal Service Terms of Service with Partner. The game portal is composed of multiple browser games and other online content (including, but not limited to quizzes) ("Content") Company and Supplier provide and an entrance website to access those Content. The end users who access the Game Portal ("End Users") can enjoy Content on the Game Portal. The Game Portal displays ads provided by Google or other ad providers. Supplier may register their own Content on the Game Portal in accordance with the terms and conditions set forth in this Agreement.
Article 2. Content
- The Game Portal will display the Content provided by Company or Supplier. By default, all available Content will be displayed on the Game Portal, except as set forth in the following paragraph.
- Company is very careful not to include socially inappropriate content in the Content registered on the Game Portal and reserve the right to deny the registration of Content after Company review and curation process. If the aforementioned Content is denied, Company shall provide remediation feedback.
- In any case Company shall not be liable to Supplier for any loss or damage caused by the Content, including if the Content are socially inappropriate, or if the Contents have any defect.
Article 3. Settings by Supplier
Supplier shall define appropriate metadata corresponding to the Content, including, but not limited to the name, image, description and languages.
Article 4. End User Support
- Company will respond to inquiries from End Users regarding the Game Portal, however if Supplier receives any inquiry from an End User with respect to the Content, Supplier shall respond and forward the inquiry and response to Company.
Article 5. Revenue Share
- In compensation for the license under this Agreement (hereinafter referred to as the "Fees"), Supplier shall be distributed the income generated from the game portal between Company and Supplier in accordance with the provisions of the following paragraphs.
- Regarding advertising revenue generated from the advertising distribution system provided by Google, the amount equivalent to one-third of the amount received by Company from Google (hereinafter referred to as "distributed funds ①") (hereinafter referred to as "Company's revenue share ①") shall belong to Company. Company shall deduct the consumption tax from the balance after deducting Company's revenue share ① from the distributed funds ① and shall pay according to paragraph 4 of this article.
- Regarding the game portal, if Company obtains income other than the advertisement distribution system provided by Google in the preceding paragraph, the amount that shall belong to Company (hereinafter referred to as "Company's revenue share ②") is equivalent to one-fifth of the amount acquired by Company (hereinafter referred to as "distributed funds ②").
- Company shall deduct Company's revenue share ②, the revenue share belonging to the partner (an amount equivalent to two-fifths of the distributed funds ②), and consumption tax from the distributed funds ②, and then pay according to the following paragraph.
- Company shall make the payment in the preceding two paragraphs by transferring to the bank account separately designated by Supplier only on the last day of each month. However, if the payment amount is less than 10,000 yen, Company may carry over the payment to the next month, and the same shall apply thereafter. The remittance fees shall be borne by supplier.
Article 6. Promotion of Supplier's Content for use in Game Portal
- Supplier allows Company use of their logos and names for the purposes of promoting the Service via presentations or on Company websiteswithout payment of any fee to Supplier.
- Supplier allows Company to promote their Content for the purpose of driving additional users to their Content or Game Portal.
Article 7. Rules to be Observed
- not include socially inappropriate content in on the Service; and
- clear any and all rights (including copyright and trademark rights relating in images and other materials) in the Content registered by Supplier at the sole responsibility and expense of Supplier;
Keep the Contents in compliance with Google AdSense, Publisher Policies, and Publisher Restrictions at all times, including those found at the following URLs:
Article 8. Disclaimer
- THE SERVICE, THE GAME PORTAL AND ITS CONTENT ARE PROVIDED "AS IS" AND COMPANY MAKEs NO WARRANTIES WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, COMPANY EXPRESSLY DISCLAIM ALL WARRANTIES OF LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE AVAILABLE SAFELY OR WITHOUT ERROR. IN ADDITION, COMPANY DOES NOT GUARANTEE THE QUALITY, ACCURACY, NEWNESS, AUTHENTICITY, COMPLETENESS OR RELIABILITY OF THE SERVICE, THE GAME PORTAL AND THE CONTENT.
- Supplier acknowledges and agrees that:
- Advertisements displayed on the Game Portal are automatically distributed by advertisement platforms and Company is not responsible for any content of the advertisements;
- Advertising revenues on the Game Portal are determined by the advertisement platforms and Company makes no warranty as to unit price of the ads or ads revenues;
- Company may change the specifications and contents of the Service, the Game Portal and the Content, and may terminate the Service at any time; and
- Changes in the features of Google AdSense and other advertisement platforms may result in changes in the method of the revenue sharing and other specifications of the Service.
- Company may temporarily suspend the Services in whole or in part at any time if:
- Company needs to maintain or repair the equipment for the Service or take measures to prevent system failures;
- telecommunications carrier ceases to provide its telecommunications services; or
- Company deem it necessarybased on objective and reasonable grounds.
- In the event the Service is suspended in whole or in part due to war, terrorism or riot, earthquake, fire, flood, lightning or other natural disasters, epidemics, governmental activities, administrative measures, traffic or transportation stagnation, or any other event beyond Company control, Company shall attempt to restore the Service as far as possible.
- Company shall not be responsible for the suspension of the Service described under the paragraphs 3 and 4 above,except in the case of gross negligence or willful misconduct by Company.
Article 9. Termination
Either party may terminate this Agreement, in whole or in part, without requiring any notice if the other party:
fails to perform its obligations under this Agreement within a reasonable period after a demand; (2) is filed or files a petition for compulsory execution, temporary restraining order for execution, or an auction;
- is filed or files commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of proceedings similar thereto;
- is suspended from bank transactions or dishonors a bill or check;
- is deemed with reasonable grounds that its asset position is or is likely to be significantly deteriorated;
is an anti-social force or has an association with an anti-social force.
The termination of this Agreement pursuant to the preceding paragraph shall not preclude the terminating party from claiming damages against the other party.
Article 10. Termination of Use
Supplier may terminate the use of the Service at any time.
Article 11. Compensation for Damages
COMPANY LIABILITY TO THE SUPPLER IN CONNECTION WITH THE SERVICES IS LIMITED TO DIRECT DAMAGES INCURRED BY SUPPLIER AS A RESULT OF COMPANY WILLFUL ACT OR GROSS NEGLIGENCE. IN NO EVENT WILL COMPANY BE LIABLE TO SUPPLIER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT, LOSS OF DATA OR BUSINESS CONFIDENCE, INTERRUPTION OF SERVICE, DAMAGE TO COMPUTERS OR COSTS FOR SYSTEM FAILURES OR SUBSTITUTE SERVICES). THE AMOUNT OF DAMAGES COMPANY OWE TO SUPPLIER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES COMPANY HAS RECEIVED IN THE LAST THREE MONTHS.
Article 12. Modification of the Terms of Service
Company may modify these Terms of Service by giving prior notice to Supplier of the modified Terms of Service and the effective date of the changes. Any change to this Agreement will be effective as of the effective date set forth by Company.
Article 13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 14. Jurisdiction
The parties hereto hereby agree that the Tokyo District Court of Japan shall have the exclusive jurisdiction for the first instance with respect to any and all controversies arising from or in relation to this Agreement.
Article 15. Language
In the event of any difference between the Japanese version and the English version of these Terms of Service, the Japanese version shall prevail.