Effective Date: Jan. 11, 2023
Game Portal Service Terms of Service
These Terms of Service set forth the rights and obligations between Digital Will Inc. ("Company") and the partner ("Partner") with respect to the use of the Game Portal Service ("Service") provided by us (this "Agreement"). The Partner agrees that these Terms of Service shall constitute a contract between the Partner and us.
Article 1. Service Overview
In this Service, Company grants partners a license to use a gaming portal site ("Game Portal"). The game portal is composed of multiple browser games and other online contents (including, but not limited to quizzes) ("Content") Company provides and an entrance website to access those Content. The End User who accesses the Game Portal ("End User") can enjoy Content on the Game Portal. Partner can customize the appearance of the Game Portal to the extent Company allows. The Game Portal displays ads provided by Google or other ad providers.
Article 2. Content
- The Game Portal will display Content provided by us or Company suppliers. By default, all available Content will be displayed on the Game Portal, except as set forth in the following paragraph, but Partner will be able to select the Content to be displayed on its Game Portal (opt-out). Partner is fully responsible for selecting the Content to be displayed on Partner's Game Portal, and for configuring the Game Portal accordingly.
- Company is very careful not to include socially inappropriate content in the Content displayed on the Game Portal by default. If Company adds any Content which contain socially inappropriate content (e.g. adult content), Company shall do so upon prior notice to Partner, and such Content shall only appear on the Game Portal if selected by Partner (opt-in).
- In any case Company shall not be liable to Partner for any loss or damage caused by the Content, including if the Content are socially inappropriate to Partner, or if the Content have any defect.
Article 3. Settings by Partner
- Partner shall determine the domain name for End User to access the Game Portal and configure DNS settings accordingly. Partner shall notify us of the domain name(s).
- Partner can customize the appearance of the Game Portal's header, footer, and other parts Company specify. Company may instruct Partner to amend the customized content or its coding (HTML, CSS, etc.) which Company reasonably determine is inappropriate, and Partner shall make such amendments in accordance with such instructions. If Partner does not comply with such instructions, Company may make the amendments ourselves. However, Company is not obliged to review any of Partner's customization or coding.
Article 4. End User Support
- Company will respond to inquiries from End User regarding the Game Portal and the Content. If Partner receives any inquiry from an End User with respect to the Game Portal or the Content, Partner shall forward the inquiry to us.
- Partner shall respond to inquiries about the contents customized by Partner in the Game Portal and other inquiries related to the relationship between the End User and Partner.
Article 5. Revenue Share
- In consideration for the grant of license under this Agreement (hereinafter referred to as the "Fee"), the Partner shall distribute the income generated from the Game Portal between the Company and the Partner in accordance with the provisions of the following paragraphs.
- The advertising revenues generated from Google's advertising platform will be distributed via Google's Multiple Customer Management (MCM) systemor Google's AdSense for Platforms (AFP) system. The Partner must grant management access to Company AdSense MCM account ("MCM Account") on the administration screen of the Partner's Google AdSense Account ("Partner Account") and/or link Partner Account to Company AdSense for Platforms account. Once Company receives access to the Partner Account, Company will set the percentage of revenue share via these platforms (AdSense MCM and/or AdSense AFP). In the event that Partner does not give us access to the Partner Account, Company will receive its own share arising out of Partner's revenue during the period of time.
- Regarding the Game Portal, if the Company obtains income other than the advertisement distribution system provided by Google in the preceding paragraph, the amount equivalent to 60% of the amount acquired by the Company (hereinafter referred to as "distributed funds") (hereinafter referred to as "Company Revenue Share") shall belong to us. The Company shall deduct the consumption tax from the balance after deducting the Company Revenue Share from the distributed funds and shall pay by transferring to the bank account separately designated by the Partner. The payment period shall be specified separately by the Company.
Article 6. Promotion of Partner's Game Portal
- Partner lets us use their logos, names, and established Game Portal for the purposes of promoting the service via presentations or on Company websites
- Partners lets us promote their main site and their Game Portal for the purpose of driving additional users to their Game Portal or main site
Article 7. Rules to be Observed
The Partner shall:
- not delete the MCM Account's access to the Partner Account (including but not limited to termination of the use of Google AdSense) or end the revenue share arrangement;
- link Partner Account to Company AdSense for Platforms account and not terminate the linkage;
- not add additional monetization methods (including but not limited to banners) to Game Portal without prior written approval from us and ensure that Company receives Company share of the revenue;
- comply with applicable laws and regulations (including ordinances, guidelines, etc.) in operating and advertising the Game Portal;
- not include socially inappropriate content in on the Game Portal; and
- clear any and all rights (including copyright and trademark rights relating in images and other materials) in and to the contents posted by the Partner on the Game Portal at the sole responsibility and expense of the Partner;
Keep the Game Portal in compliance with Google AdSense Policies 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 MAKE 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 DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE AVAILABLE SAFELY OR WITHOUT ERROR. IN ADDITION, COMPANY DO NOT GUARANTEE THE QUALITY, ACCURACY, NEWNESS, AUTHENTICITY, COMPLETENESS OR RELIABILITY OF THE SERVICE, THE GAME PORTAL AND THE CONTENT.
- Partner acknowledges and agrees that:
- Advertisements displayed on the Game Portal are automatically distributed by advertisement platforms and Company are not responsible for any content of the advertisements;
- Advertising revenues on the Game Portal are determined by the advertisement platforms and Company make 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 need 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 necessary.
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.
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;
- 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
- Partner may terminate the use of the Service at any time.
- If a Game Portal has no traffic of End User for three (3) months, Company may deem that the Partner use of such Game Portal has been terminated and delete the Game Portal.
Article 11. Compensation for Damages
COMPANY LIABILITY TO THE PARTNER IN CONNECTION WITH THE SERVICES IS LIMITED TO DIRECT DAMAGES INCURRED BY PARTNER AS A RESULT OF COMPANY WILLFUL ACT OR GROSS NEGLIGENCE. IN NO EVENT WILL COMPANY BE LIABLE TO THE PARTNER 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 THE PARTNER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES COMPANY HAVE 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 the Partner 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 us.
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.