These Terms of Service (this “TOS”) set forth the rights and obligations between Digital Will Inc. ("Company") and the supplier ("Supplier") of Content (as defined below) with respect to the use of the services (the "Services") provided by Company. Supplier agrees that this TOS constitutes an integral part of the service agreement (which will consist of the Order Form) entered into between Supplier and Company (the “Service Agreement”), and this TOS shall form part of the Service Agreement and shall have the same force and effect as if set out in the body of the Service Agreement.
Article 1. Overview of Services
This TOS applies to the following Services to be provided by Company to Supplier:
1. Wortal Launchbase
- Multi-platform build support: Company provides Supplier with, and grants Supplier a license to use, development tools, software development kits (SDKs) and such other information as required for providing Supplier’s games and other content (including, but not limited to quizzes) (the “Content”) for use on all platforms on which Company provides Content (the “Platforms”) to end users (“End Users”).
- Multi-channel distribution service: Company distributes the Content to End Users through each Platform. Each Platform has the discretion to decide whether or not to distribute the Content to End Users and/or request updates to the Content.
2. Wortal Webstore
- Company grants each media publisher (“Partner”) access to the Wortal Webstore under a Wortal Webstore Service Agreement entered into between the Company and each Partner. The Wortal Webstore provides Partner with a web platform for Partner’s Content. The Supplier and Partner may be the same entity. Supplier provides Content. End Users can access the Content on Partner’s website or application, as the case may be. Partner’s website or application, as the case may be, may display ads for monetization, may provide methods for End Users to purchase Partner’s/Supplier’s content and/or in-game content. End User data (including purchase data, progress, etc.) may be synchronized to other Platforms where the Partner’s Content exists, with Partner’s/Supplier’s cooperation.
3. Wortal Companion
- Company provides customized solutions or services for Partner, which may include marketing services. The exact scope, deliverables, and other specifics of the services provided under Wortal Companion will be decided separately under each Service Agreement.
4. Wortal.Games
- Company grants Supplier the ability to provide Content to Wortal.Games, a multi-platform content distribution service operated by Company, and Supplier provides Company the license to provide and promote the Content and the Supplier’s logo, Content logo, screenshots and other intellectual property on Wortal.Games. In addition. Company provides End Users access to the Content via Wortal.Games on Platforms where Wortal.Games is available, which may include, among others, websites, applications and hardware devices.
5. AI Solutions
Company provides various AI solutions, including, but not limited to, ad-serving, ad-buying, AI-driven game generation, AI-powered quality assurance, AI-based game enhancement, and AI-driven dynamic pricing for in-game purchases (“AI Solutions”). The details of each AI Solution will be determined separately by Company. To the extent any AI Solution is included as part of the Services, Company will notify Supplier in accordance with the terms of the Service Agreement and this TOS.
The Services provided under Article 1.1, Article 1.2, Article 1.3, Article 1.4 and Article 1.5 are referred to herein as Wortal Launchbase, Wortal Webstore, Wortal Companion, Wortal.Games and AI Solutions, respectively. For the avoidance of doubt, each of Wortal Launchbase, Wortal Webstore, Wortal Companion, Wortal.Games may include AI Solutions as part of the respective Service.
Article 2. Content
1. This Article 2 shall only apply to the Wortal Webstore, Wortal Companion and Wortal.Games.
2. Each of the Wortal Webstore, Game Portal and Wortal.Games, as the case may be, will display the Content provided by Company or Supplier. By default, all available Content will be displayed on the Wortal Webstore, Game Portal and Wortal.Games, except as set forth below.
3. Supplier and Company will use its best efforts to not register socially inappropriate Content on the Wortal Webstore, Game Portal or Wortal.Games. Company reserves the right to review, curate and deny the registration of any Content to be used on Wortal Launchbase, Wortal Webstore, Game Portal or Wortal.Games. If any Content is denied, Company shall notify Supplier with the reasons for such denial and, to the extent practicable, feedback for possible remediation.
4. Company shall not be liable to Supplier for any loss or damage caused by, whether directly or indirectly, or in connection with any review, curation or handling of, the Content, including any loss or damage that arise as a result of the Content being deemed socially inappropriate, or having 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
1. This Article 4 shall only apply to the Wortal Launchbase, Wortal Webstore, and Wortal.Games.
2. With Supplier and Company’s mutual consent, Company will respond to inquiries from End Users regarding the Content provided through the Wortal Webstore, Wortal.Games, or Wortal Launchbase supported platforms as the case may be. 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. Service Fees (Launchbase & Webstore)
1. This Article 5 shall only apply to the Wortal Launchbase and Wortal Webstore.
2. Subscription Tiers:
a. Supplier shall enroll in one of the Launchbase subscription tiers (T1 – T5) displayed in the Supplier dashboard, each defined by (a) the number of Apps onboarded and (b) average daily active users (DAU). The fee amounts for each tier are those shown in the dashboard at the time of enrolment. If Supplier’s actual Apps or DAU exceed the limits of its current tier, Company reserves the right to move Supplier to the appropriate higher tier upon notice provided via the dashboard.
3. Initial Starter Fee
a. A one‑time starter fee for multi‑platform build and compatibility testing (the “Starter Fee”) is payable at enrolment in the amount shown for the selected tier unless (i) Supplier prepays the annual subscription fee for such tier (the “Annual Subscription Fee”), in which case the Starter Fee is waived, or (ii) Supplier executed a Services Agreement prior to April 14, 2025, in which case the Starter Fee is waived for Content already onboarded.
4. Managed Service Subscription
a. The monthly managed service subscription fee (the “Monthly Subscription Fee”) for distribution and management is payable in advance on the first day of each month. Supplier may instead elect an annual subscription, with the Annual Subscription Fee payable in advance, the pricing of which will remain valid for the selected tier for a period of twelve (12) months.
5. Wortal.Games Submission Fee
a. Submission of Content to Wortal.Games is free of charge. However, conversion work, optimization or technical support is not included and may be offered separately at the Company’s standard professional‑services rates.
6. Optional Analytics / Attribution Tools
a. If Supplier elects to integrate third‑party analytics or attribution tools (including but not limited to Adjust, Appsflyer or Tenjin) through the Company, all license, usage and integration costs will be borne by Supplier. Such costs may be deducted from Net Receipts or invoiced separately, at the Company’s discretion.
7. Fee Updates
a. The Company may revise the subscription tiers, fee amounts or billing cadence at any time by updating the dashboard. Changes apply prospectively to the next billing cycle following the update.
8. Except as provided in Articles 7 and 8, each party shall bear its own costs in performing the Service Agreement.
Article 6. Financial Terms (Revenue Collection, Deductions & Payment)
1. Publisher / Merchant‑of‑Record Scenarios
a. Where the Company (or an Affiliate it designates) acts as the publisher or merchant of record for any Content, all Gross Receipts collected from End Users, advertising networks, platform operators or any other payors shall be received into an account controlled by the Company.
2. Permitted Deductions
a. Prior to remittance to Supplier, the Company may deduct from Gross Receipts the following items, to the extent actually incurred and properly documented:
i. Transaction charges – payment‑processing, currency‑conversion and wire‑transfer fees.
ii. Indirect taxes – sales, value‑added, goods‑and‑services or similar taxes legally payable by the Company or collected by the Company from End Users.
iii. Platform / storefront fees charged by third‑party distribution channels (including alternative app stores and social platforms).
iv. Marketing or user‑acquisition costs that the parties have expressly agreed in writing will be borne by Supplier.
v. Value‑added service fees for optional services elected by Supplier (including the Company’s advertising network, ad‑buying service, AI Solutions or cloud hosting). Unless otherwise agreed, the fee for ads served through the Company’s ad network is five percent (5 %) of the net advertising revenue attributable to such ads.
3. Revenue Share Determination
a. The percentage (the "Revenue Share") of the Net Receipts payable to Supplier for each Supplier account and/or individual item of Content is the figure displayed in the Supplier dashboard at the time the revenue is earned. By default, for revenue generated through Wortal Launchbase and Wortal Webstore, Supplier is entitled to receive one‑hundred percent (100 %) of Net Receipts after the deductions listed in Article 6(2), unless the dashboard expressly states otherwise. Revenue generated through Wortal.Games (or any other consumer‑facing channel operated by Company) is subject to the Revenue Share displayed in the dashboard. Company may, in its sole discretion and from time to time, revise the Revenue Share, introduce promotional multipliers, tiers or other incentives, and withdraw or modify such promotions by updating the dashboard. Any change applies only to revenue generated after the effective date shown in the dashboard.
4. Statements & Payment Procedure
a. Monthly statement – Within thirty (30) days after month‑end, the Company will post in the dashboard an itemized statement showing Gross Receipts, deductions under Section 6.2 and the amount payable to Supplier (the "Supplier Share").
b. Invoice – Supplier may generate an invoice for the Supplier Share via the dashboard once the statement is available. Such invoice is subject to the Company’s review and approval to confirm the absence of fraudulent activity or other discrepancies.
c. Payment timing – The Company shall remit the undisputed Supplier Share on the last business day of the calendar month immediately following the month in which the Company approves the corresponding invoice (e.g., for invoices approved on January 15, payment will be made on the last business day of February).
d. Currency – Payments will be made in United States dollars (USD) unless the parties agree otherwise in writing. Supplier bears the costs of any banking fees and charges.
5. Taxes
a. Each party is responsible for its own income‑based taxes. If withholding is required by law, the Company will deduct the required amount and provide an official certificate or equivalent evidence of payment.
Article 7. Promotion of Supplier’s Content for use in Game Portal
1. Supplier shall allow, and hereby grants the license and right to, Company to use Supplier’s logos and names for the purposes of promoting the Services via presentations or on Company websites, in each case, without payment of any fee to Supplier.
2. Supplier shall allow Company to promote Supplier’s Content for the purpose of driving additional users to such Content, the Game Portal or Wortal.Games, in each case, without payment of any fee to Supplier.
Article 8. Rules to be Observed
Supplier shall:
(1) not include any socially inappropriate content in connection with its use of any Service;
(2) ensure that it has all rights (including, but not limited to, copyright, trademark and any other intellectual property rights, usage rights and licenses relating to images and other materials) in the Content registered by Supplier at the sole responsibility and expense of Supplier;
(3) with respect to the Services provided under Wortal Launchbase, Wortal Webstore, and Wortal.Games, keep the Content in compliance with Google AdSense, Publisher Policies, and Publisher Restrictions at all times, including those found at the following URLs;
a. https://support.google.com/adsense/answer/48182
b. https://support.google.com/adsense/answer/9335564
c. https://support.google.com/adsense/answer/9335567
(4) not, either directly or through a third party, conduct any business that imitates the business model, know-how, or intellectual property of the Services.
(5) not infringe upon the property, privacy, image rights, intellectual property rights, or any other rights of a third party;
(6) not discriminate, slander, defame or discredit any third party;
(7) not engage in, or attempt to engage in, any acts that could adversely affect any Service, including but not limited to altering or deleting information posted on any Service, access for fraudulent purposes, or other similar activities; and
(8) not engage in any acts analogous to those described in (4) through (7), nor promote or facilitate any acts falling under (4) through (7), including when such acts are carried out by any third party.
Article 9. Disclaimer
1. THE SERVICES, THE GAME PORTAL (IF APPLICABLE) AND ANY 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 SERVICES, THE GAME PORTAL AND THE CONTENT.
2. Supplier acknowledges and agrees that:
(1) Advertisements displayed on Partner’s website or application(s), in the case of Content provided through the Wortal Launchbase, Wortal Webstore, or Wortal.Games, as the case may be, are automatically distributed by advertisement platforms and Company is not responsible for any content of the advertisements;
(2) Advertising revenues on Partner’s website or application(s), in the case of Content provided through the Wortal Webstore or the Wortal.Games, as the case may be, are determined by the advertisement platforms and Company makes no warranty as to the unit price of the ads or ad revenues;
(3) Company may change the specifications and contents of the Services and the Content, and may terminate any Service at any time; and
(4) 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 Services.
(5) The Content provided by Supplier may be used by Company for the purpose of improving the Services.
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 Services or take measures to prevent system failures;
(2) a telecommunications carrier ceases to provide its telecommunications services; or
(3) Company deems it necessary based on objective and reasonable grounds.
4. In the event any 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 make reasonable efforts to restore such Service to the extent reasonably practicable.
5. Company shall not be responsible for the suspension of any Service described under the paragraphs 3 and 4 above, except in the case of gross negligence or willful misconduct by Company.
Article 10. Termination
1. Either party may terminate the Service Agreement, in whole or in part, without requiring any notice if the other party:
(1) fails to perform its obligations under the Service Agreement within a reasonable period after written demand for performance is delivered to the party in breach;
(2) has filed or files a petition for compulsory execution, temporary restraining order for execution, or a compulsory auction;
(3) has filed or files for the commencement of bankruptcy, civil rehabilitation, or corporate reorganization proceedings, or any proceeding similar thereto;
(4) is suspended from bank transactions or dishonors a bill or check;
(5) is deemed with reasonable grounds that its asset position has or is likely to be significantly deteriorated, such as by recording a negative net assets position or where such asset position results in a material reduction in operational capacity that indicates an inability to continue business operations in the ordinary course;
(6) is an anti-social force or has an association with an anti-social force.
2. The termination of the Service Agreement pursuant to the preceding paragraph shall not preclude the terminating party from claiming damages against the other party.
Article 11. Termination of Use
Supplier may terminate the use of the Services at any time with 60 calendar days prior notice Notwithstanding Supplier’s termination of the use of the Services, Company shall retain all rights to all data received from Supplier acquired prior to such termination.
Any cost incurred for the removal of Content from any of the Services will be borne by Supplier. Company reserves the right to charge Supplier and/or retain from any revenue the relevant cost and expenses for any such removal.
Article 12. Compensation for Damages; Indemnification
COMPANY’S LIABILITY TO SUPPLER IN CONNECTION WITH THE SERVICES IS LIMITED TO DIRECT DAMAGES INCURRED BY SUPPLIER AS A RESULT OF COMPANY’S 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 OWES TO SUPPLIER IN CONNECTION WITH THE SERVICE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES COMPANY HAS RECEIVED DURING THE THREE MONTHS IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM BY SUPPLIER.
Supplier shall indemnify and hold Company harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) brought by a third party arising out of or related to (i) any breach or alleged breach by Supplier of the Services Agreement or (ii) any issues arising from the Content, including Claims with respect to the Content or functionality of the Content made available through the Services.
Article 13. Modification of the Terms of Service
Company reserves the right to amend, supplement or modify the Service Agreement, this TOS and the Services at any time, without notice. Company may also change, update, add or remove provisions of the Service Agreement (including this TOS) from time to time. Company will inform Supplier of any modifications to the Service Agreement by sending Supplier an email to the address on record with Company. As soon as they are accepted by Supplier, any changes to the Service Agreement, this TOS or the Services, as the case may be, shall apply retroactively to any use or claims that arose or were raised prior to the notification of such changes, except to the extent prohibited by applicable law. By continuing to use the Services after the notification of such changes, Supplier is indicating its acceptance of and agreement to those changes. Furthermore, Company may add, change, discontinue, remove, or suspend any other Content or Service, temporarily or permanently, at any time, without notice and without liability.
If Supplier objects to any such modifications to the Service Agreement, this TOS or the Services, Supplier’s sole recourse shall be to cease using the Services. Continued use of any Service following any such changes to the Services or notice of modifications of the Service Agreement or this TOS indicates Supplier acknowledges and agrees to be bound by the modifications.
Article 14. Governing Law
The Service Agreement (including this TOS) shall be governed by and construed in accordance with the laws of Japan.
Article 15. 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 the Service Agreement (including this TOS).
Article 16. 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.
Article 17 Definitions
1. Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2. App – an individual build or SKU of Content submitted to Wortal Launchbase.
3. Gross Receipts – all amounts actually received by the Company from End Users or third‑party monetization channels in respect of the Content.
4. Net Receipts – Gross Receipts minus the Permitted Deductions set out in Section 6.2.
[Additional definitions may be added in future Order Forms or displayed in the Supplier Dashboard from time to time.]
