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TERMS OF SERVICE

Effective Date: Jan. 16, 2024

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 and WORTAL distribution service (collectively the "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

Supplier grants Company a license for the games and other online content (including, but not limited to, quizzes, videos, and other rich media content) provided by the Supplier (hereinafter "Content") to use on our managed gaming portal site(s) (“Game Portal”) under the Game Portal Service Terms of Service with Partner and WORTAL. WORTAL is managed and operated by the Company which connects to third party platforms or game distribution channels (“Channel”) designated by the Company that serves as the entrance to those contents, and end users who access the Game Portal or contents through WORTAL (hereinafter referred to as "End Users") can enjoy the content on the Game Portal, or through distribution channels connected through WORTAL. 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

  1. The Service will display the Content provided by the Company or Supplier. By default, all available Content will be displayed on the Game Portal, except as set forth in the following paragraph.
  2. Channels connected via WORTAL may display the Content provided by Company or Supplier, depending on the minimum requirements of the Channel 
  3. Company is very careful not to include socially inappropriate content in the Content registered on the Game Portal and reserves 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.
  4. In any case Company shall not be liable to Supplier for any loss or damage caused by the Content, including if the Content is socially inappropriate, or if the Contents has 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 Service; 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

  1. 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.
  2. Regarding advertising revenue generated from the ads displayed via Google ad serving technology, the amount equivalent to one-third of the amount received by Company from Google (hereinafter referred to as "distributed funds") shall belong to Company (hereinafter referred to as "Company’s revenue share”). Company shall deduct the consumption tax from the balance after deducting Company's revenue share from the distributed funds and shall pay according to paragraph 4 of this article.
  3. Regarding the Service, if the Company obtains income other than the advertisement distribution system provided by Google in the preceding paragraph, it shall be distributed between the Company and the Supplier according to the ratio separately specified by the Company, and the payment method shall be in accordance with the following paragraph.

The Company shall calculate the consideration set forth in the preceding two paragraphs at the end of each month, and shall make the payment set forth in the preceding two paragraphs only by the end of the following month by transfer to a bank account separately designated by the supplier after approval. However, if the payment amount is less than 10,000 yen, exclusive of relevant taxes, the Company may carry over the payment to the next month, and the same shall apply thereafter. The transfer fee shall be borne by the supplier.

Article 6. Promotion of Supplier’s Content for use in Game Portal

  1. Supplier allows Company use of their logos and names for the purposes of promoting the Service via presentations or on Company websites without payment of any fee to Supplier. 
  2. 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

The Partner shall:

    1. Not include socially inappropriate content in on the Service; and 
    2. 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; 
  2. Keep the Contents in compliance with Google AdSense, Publisher Policies, and Publisher Restrictions at all times, including those found at the following URLs:
    1. https://support.google.com/adsense/answer/48182
    2. https://support.google.com/adsense/answer/9335564
    3. https://support.google.com/adsense/answer/9335567

Article 8. Disclaimer

  1. THE SERVICE, THE GAME PORTAL, WORTAL AND ITS CONTENT ARE PROVIDED “AS IS” AND COMPANY MAKES NO WARRANTIES WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS 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, WORTAL AND THE CONTENT. 
  2. Supplier acknowledges and agrees that:
    1. Ownership of Intellectual Property Rights and any required licenses for the content are held by Supplier in the regions where the content is to be provided
    2. Advertisements displayed on the Service are automatically distributed by advertisement platforms and Company is not responsible for any content of the advertisements; 
    3. Advertising revenues on the Service are determined by the advertisement platforms and Company makes no warranty as to unit price of the ads or ads revenues;
    4. The Company does not guarantee that the Supplier will be able to register content on all platforms or game distribution channels connected to the Service. 
    5. Company may change the specifications and contents of the Service, the Service and the Content, and may terminate the Service at any time; and 
    6. 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. 
  3. Company may temporarily suspend the Services in whole or in part at any time if: 
    1. Company needs to maintain or repair the equipment for the Service or take measures to prevent system failures; 
    2. telecommunications carrier ceases to provide its telecommunications services; or 
    3. Company deems it necessary based on objective and reasonable grounds. 
  4. In the event the Service is suspended in whole or in part due to force majeure, such as 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. 
  5. 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

  1. Either party may terminate this Agreement, in whole or in part, without requiring any notice if the other party: 
  1. 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; 
  2. is filed or files commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of proceedings similar thereto; 
  3. is suspended from bank transactions or dishonors a bill or check; 
  4. is deemed with reasonable grounds that its asset position is or is likely to be significantly deteriorated; 
  5. is an anti-social force or has an association with an anti-social force. 
  1. 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 SUPPLIER 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.