These Terms of Service (this “TOS”) set forth the rights and obligations between Digital Will Inc. ("Company", trading as Wortal) and each supplier ("Supplier") of games, quizzes or other interactive content (collectively, the "Content") with respect to the services described below (the "Services"). This TOS forms part of every Service Agreement executed between the Company and Supplier. Capitalized terms not defined in context have the meanings given in Article 17.
Article 1 — Overview of Services
This TOS applies to the following products and services (each a "Product") to be provided by the Company to Supplier:
Wortal Launchbase
· Multi‑platform build support – The Company provides Supplier with, and grants Supplier a license to use, development tools, software‑development kits (SDKs) and related documentation required for deploying the Content on every platform on which the Company offers Content (each a "Platform").
· Multi‑channel distribution service – The Company distributes the Content to End Users through each Platform. Each Platform retains sole discretion to accept, reject or request updates to the Content.
Wortal Webstore
The Company grants each media publisher ("Partner") access to the Wortal Webstore under a separate Wortal Webstore Service Agreement. The Webstore provides a web front‑end for Partner‑supplied Content. The Supplier and the Partner may be the same entity. Partner websites or applications may display advertisements, sell Content or in‑game items, and synchronize End‑User data (purchases, progress, etc.) across other Platforms with Partner/Supplier cooperation.
Wortal Companion
The Company may provide customized solutions or services for a Partner (for example, marketing support). Scope, deliverables and fees are set out in a separate statement of work or order form.
Wortal.Games
The Company may make the Content available via Wortal.Games, a consumer‑facing hub offered on multiple Platforms (websites, apps, hardware devices, etc.). Supplier licenses the Company to display, distribute and promote the Content—and associated logos, screenshots and descriptions—on Wortal.Games and related channels.
AI Solutions
The Company offers various AI‑powered solutions, including but not limited to ad‑serving, ad‑buying, game generation, quality assurance, game enhancement and dynamic pricing (collectively, "AI Solutions"). Details of any AI Solution will be agreed separately. Any Product may incorporate AI Solutions.
For clarity, each of Wortal Launchbase, Wortal Webstore, Wortal Companion and Wortal.Games may include AI Solutions as part of its Service.
Article 2 — Content
This Article applies to the Wortal Webstore, Wortal Companion and Wortal.Games.
· By default, all available Content will be displayed on the Wortal Webstore, Wortal Companion and Wortal.Games, except as provided below.
· Supplier and the Company will use best efforts not to register socially inappropriate Content. The Company reserves the right to review, curate and deny any Content for any Product. If Content is denied, the Company will provide the reasons and, where practicable, remediation feedback.
· The Company is not liable for any loss or damage arising from review, curation or handling of the Content, including loss resulting from Content being deemed socially inappropriate or defective.
Article 3 — Settings by Supplier
Supplier shall provide accurate metadata for the Content, including but not limited to name, imagery, description and supported languages.
Article 4 — End‑User Support
This Article applies to Wortal Launchbase, Wortal Webstore and Wortal.Games.
With mutual consent, the Company may handle End‑User inquiries regarding Products distributed through those channels. If Supplier receives an End‑User inquiry about the Content, Supplier shall respond directly and forward the inquiry and its response to the Company.
Article 5 — Service Fees (Launchbase & Webstore)
5.1 Subscription Tiers
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, the Company may move Supplier to the appropriate higher tier upon notice via the dashboard.
5.2 Initial Starter Fee
A one‑time Starter Fee for multi‑platform build and compatibility testing is payable at enrolment in the amount shown for the selected tier unless (i) Supplier prepays the Annual Subscription for that tier, in which case the Starter Fee is waived, or (ii) Supplier executed a Services Agreement prior to 14 April 2025, in which case the Starter Fee is waived for Content already onboarded.
5.3 Managed Service Subscription
The Monthly Managed Service Subscription fee for distribution and management is payable in advance on the first day of each month. Supplier may instead elect an Annual Subscription, payable in advance, which locks in the current tier pricing for twelve (12) months.
5.4 Wortal.Games Submission Fee
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.
5.5 Optional Analytics / Attribution Tools
If Supplier elects to integrate third‑party analytics or attribution tools (including but not limited to Adjust, Appsflyer or Tenjin) through the Company, all licence, 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.
5.6 Fee Updates
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.
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)
6.1 Publisher / Merchant‑of‑Record Scenarios
Where the Company (or an Affiliate it designates) acts as the publisher or merchant of record for any Product or 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.
6.2 Permitted Deductions
Prior to remittance to Supplier, the Company may deduct from Gross Receipts the following items, to the extent actually incurred and properly documented:
1. Transaction charges – payment‑processing, currency‑conversion and wire‑transfer fees.
2. Indirect taxes – sales, value‑added, goods‑and‑services or similar taxes legally payable by the Company or collected by the Company from End Users.
3. Platform / storefront fees charged by third‑party distribution channels (including alternative app stores and social platforms).
4. Marketing or user‑acquisition costs that the parties have expressly agreed in writing will be borne by Supplier.
5. 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.
6.3 Revenue Share Determination
The percentage of Net Receipts payable to Supplier (the "Revenue Share") 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 receives one‑hundred percent (100 %) of Net Receipts after the deductions listed in Section 6.2, unless the dashboard expressly states otherwise. Revenue generated through Wortal.Games (or any other consumer‑facing channel operated by the Company) is subject to the Revenue Share displayed in the dashboard. The Company may revise the Revenue Share, introduce promotional multipliers, tiers or other incentives, and withdraw or modify such promotions at any time, in its sole discretion, by updating the dashboard. Any change applies only to revenue generated after the effective date shown in the dashboard.
6.4 Statements & Payment Procedure
1. 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").
2. 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.
3. 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., invoice approved on 15 January → payment made on the last business day of February).
4. Currency – Payments will be made in United States dollars (USD) unless the parties agree otherwise in writing. Supplier bears inbound bank fees.
6.5 Audit Rights
Supplier may, no more than once in any twelve‑month period, appoint an independent CPA to audit the Company’s records relevant to Net Receipts and the Supplier Share. Under‑payments exceeding five percent (5 %) must be remedied promptly; Supplier shall bear all costs of the audit.
6.6 Taxes
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 Content
Supplier grants the Company a worldwide, royalty‑free right to use Supplier’s and the Content’s names, logos, screenshots and other marketing assets (a) to promote the Services via presentations, websites or social media and (b) to drive additional users to the Content, Wortal.Games or any other Product.
Article 8 — Rules to be Observed
Supplier shall:
1. Content standards – not include socially inappropriate content in any Service;
2. Rights clearance – ensure it possesses all rights (including copyright, trademark and other intellectual‑property rights) necessary for the Content, at Supplier’s own expense;
3. Ad‑policy compliance – keep the Content in compliance with Google AdSense Publisher Policies and Restrictions and any other policies notified by the Company;
4. No cloning – not imitate the business model, know‑how or intellectual property of the Services;
5. Respect third‑party rights – not infringe any third‑party property, privacy, publicity or IP rights;
6. No defamation or discrimination;
7. No service interference – not engage in activities that could adversely affect the Services (e.g., data tampering, fraudulent access);
8. No facilitation of the foregoing – not promote or facilitate any act prohibited above, whether performed by Supplier or a third party.
Article 9 — Disclaimer
THE SERVICES, THE GAME PORTAL (IF APPLICABLE) AND ANY PRODUCT ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO WARRANTIES WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT OR OTHERWISE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE AVAILABLE SAFELY OR WITHOUT ERROR. IN ADDITION, THE COMPANY DOES NOT GUARANTEE THE QUALITY, ACCURACY, NEWNESS, AUTHENTICITY, COMPLETENESS OR RELIABILITY OF THE SERVICES, THE GAME PORTAL OR THE PRODUCTS.
Supplier acknowledges and agrees that:
1. Advertisements displayed on Partner’s website or application(s) (including those delivered through the Company’s own advertising network) are automatically distributed by third‑party advertisement platforms, and the Company is not responsible for the content of such advertisements;
2. Advertising revenues are determined by the advertisement platforms and the Company makes no warranty as to the unit price of ads or ad revenues;
3. The Company may change the specifications and contents of the Services, the Game Portal and the Products, and may terminate any Service at any time; and
4. Changes in the features of Google AdSense or other advertisement platforms may result in changes in the method of revenue sharing and other specifications of the Services.
The Content provided by Supplier may be used by the Company for the purpose of improving the Services.
The Company may temporarily suspend the Services, in whole or in part, if:
· the Company needs to maintain or repair Service equipment or prevent system failures;
· a telecommunications carrier ceases to provide its services; or
· the Company deems suspension necessary based on objective and reasonable grounds.
If a Service is suspended due to war, terrorism, riot, natural disaster, epidemic, government action, transport disruption or any other event beyond the Company’s control, the Company will use reasonable efforts to restore the Service as soon as practicable. The Company is not liable for such suspension except in cases of gross negligence or willful misconduct.
Article 10 — Termination
Either party may terminate the Service Agreement, in whole or in part, without notice if the other party:
1. fails to perform its obligations within a reasonable period after receiving a written demand to cure;
2. becomes subject to compulsory execution or similar proceedings;
3. files for, or becomes subject to, bankruptcy, civil rehabilitation, corporate reorganisation or similar proceedings;
4. is suspended from bank transactions or dishonours a bill or cheque;
5. is reasonably deemed to have suffered a material deterioration in financial position that threatens its ability to continue normal business operations; or
6. is or becomes an anti‑social force or affiliated with an anti‑social force.
Termination under this Article does not preclude the terminating party from seeking damages.
Article 11 — Termination of Use
Supplier may cease using the Services at any time upon sixty (60) days’ prior notice. The Company retains all rights to data received from Supplier prior to such termination.
Article 12 — Compensation for Damages; Indemnification
THE COMPANY’S LIABILITY TO SUPPLIER IN CONNECTION WITH THE SERVICES IS LIMITED TO DIRECT DAMAGES CAUSED SOLELY BY THE COMPANY’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR SUBSTITUTE SERVICES). THE COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES RECEIVED BY THE COMPANY UNDER THE SERVICE AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.
Supplier shall indemnify, defend and hold the Company harmless from any third‑party claim arising out of (i) Supplier’s breach of the Service Agreement or (ii) the Content or its functionality as made available through the Services.
Article 13 — Modification of the Terms of Service
The Company may amend, supplement or modify the Service Agreement, this TOS or the Services at any time. The Company will notify Supplier of any material modification via email to the address on record or via the dashboard. Continued use of any Service after such notice constitutes Supplier’s acceptance of the modification. If Supplier objects, its sole remedy is to cease using the Services.
Article 14 — Governing Law
This TOS is governed by and construed in accordance with the laws of Japan. Notwithstanding the foregoing, the Company may, upon thirty (30) days’ written notice to Supplier, designate that the Service Agreement shall instead be governed by the laws of the State of Delaware, U.S.A., in which case Articles 15 and 16 shall be amended accordingly.
Article 15 — Jurisdiction
The parties agree that the Tokyo District Court of Japan has exclusive jurisdiction for the first instance over any dispute arising out of this TOS unless the Company designates Delaware law under Article 14, in which case the courts located in Wilmington, Delaware, U.S.A. shall have such exclusive jurisdiction.
Article 16 — Language
In the event of any discrepancy between the Japanese and English versions of this TOS, the Japanese version shall prevail.
Article 17 — Definitions
· Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
· App – an individual build or SKU of Content submitted to Launchbase.
· Gross Receipts – all amounts actually received by the Company from End Users or third‑party monetisation channels in respect of the Content.
· Net Receipts – Gross Receipts minus the Permitted Deductions set out in Section 6.2.
· Supplier Share – the portion of Net Receipts payable to Supplier after application of the Revenue Share.
· End User – a natural person who accesses the Content through any Platform.
[Additional definitions may be added in future Order Forms or displayed in the Supplier Dashboard from time to time.]
Order of Precedence
If any conflict exists between this TOS and an Order Form or other written addendum signed by both parties, the Order Form or addendum shall control for its subject matter.
© 2025 Digital Will Inc. All rights reserved.
