metaps Terms of Use

These terms of use (“Agreement”) is an important agreement which you must consider and read carefully before using the Advertising Services, Advertising Monetization Services and Analytics Services (collectively, the "Services", and each service is defined below.) of Metaps Inc. (“Metaps”). These Terms of Use is a binding contract between you and Metaps. If you do not unconditionally agree to all the terms and conditions of these Terms of Use, you have no right to use or access the products or services (as defined below) provided by Metaps. Use of the Services are expressly conditioned upon your acceptance to all the terms and conditions of these Terms of Use applicable to you. Provided, however, that in the event that Metaps and you enter into the written agreement separately, such agreement shall prevail.

Chapter 1 General Provisions

Section 1 (Purpose)

1.1 Metaps shall provide the Services to the user (“User(s)”) through websites metaps.com, or other websites provided by Metaps related to such website, and/or SDK provided by Metaps,which the User shall use in compliance with these Terms of Use.

1.2 The User agrees to all conditions provided for in these Terms of Use, as well as all applicable terms and directions presented by Metaps to the User. Such applicable terms and directions shall constitute a part of these Terms of Use.

Section 2 (Definitions)

In These Terms of Use, the following terminology and expressions shall have the meanings defined as follows, unless the context requires otherwise.

(1) Application

An application which is provided by the User, and in which the SDK is included.

(2) Confidential Information

All information reasonably regarded as confidential given the conditions of disclosure, disclosed in writing, orally or by other means from one of the Parties (the Disclosing Party) to the other (the Recieving Party), including the following information:

(i) the Advertisement, prior to publication;

(ii) any usage statistics disclosed by Metaps;

(iii) information related to the Services provided by Metaps and related services, as well as all data, information and software obtained through such services (including data on utilization status for the Application and data arising from such data);

(iv) original proprietary information possessed by Metaps and shared under these Terms of Use, including information on technologies, processes, know-how, etc; and

(v) all other undisclosed information.

(3) Party

One or both Parties entering into these Terms of Use.

(4) SDK

The software development kit etc. provided by Metaps to the User.

(5) End User

An individual who clicks on the Application, downloads it and/or installs it.

(6) End-user data

All data and information related to the End User acquired through the Application.

(7) Advertisement

Any online content which advertises or provides information for any online application program or website.

(8) Advertising Services

The advertising services provided by Metaps to Users which enables Users to distribute Advertisement on third party’s website and application.

(9) Configuration

The User’s online configuration in its account.

(10) Market Place

A web or screen page which contains icons etc. to enable the End User to install the Application.

(11) Advertising Monetization Services

The services provided by Metaps to Users which is enable Users to monetize the Applications by putting advertising spot on the Applications and distributing third parties’ advertisements (“Third Parties’ Ads”) on such advertising spot.

(12) Analytics Services

The services provided by Metaps to Users for the purpose of analysis of application utilization status, etc.

(13) Service Fee

The fee payable by the User to Metaps upon the performance of the Services to the User. For the avoidance of doubt, promotion or advertising fee or other cost for promotion provided through Advertising Services etc. are not included in the Service Fee.

Section3 (Access)

3.1 Metaps may change, suspend or discontinue the Services at any time, including the availability of any or a part of the Services. In such a case, Metaps shall not be liable for any damages incurred to Users. Metaps reserves the right, in its sole discretion, to modify these Terms of Use at any time by the method designated by Metaps, including, but not limited to, posting the changes on the Website, or sending the User a notice via email. The User shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such update constitutes User’s acceptance of the terms and conditions of these Terms of Use as modified. If the User do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Services.

3.2 Metaps may introduce other services or additional features and/or functions from time to time and the User may use such service and/or functions by applying in the way designated by Metaps. The User acknowledges and agrees that other services and additional features or function made available may be subject to additional and/or different terms including a different revenue share and the User agrees to be bound to these Terms of Use on using such additional features or function.

3.3 By using or attempting to use this Website, the User represent and warrant to Metaps that:

(1) if the User is an individual (i.e., not a corporation), the User is of legal age to form a binding contract and the User is at least 20 years old (or if under the age of 20, the User has the consent of the User’s parent or guardian);

(2) all registration information the User submits is accurate and truthful;

(3) the User will maintain the accuracy of such information. The User shall notify Metaps of any changes of such information by method designated by Metaps;

(4) the User will not violate applicable laws and these Terms of Use; and

(5) the User takes full responsibility for the selection and use of and access to the Services.

Section 4 (Account and password management)

4.1 Metaps shall issue an account (“Account”) and password (“Password”) to the User for use of the Services.

4.2 The User shall not, under any circumstances, be permitted to transfer or lend the Account or Password to a third party.

4.3 The User shall make efforts to prevent improper use of the Account and Password while exercising strict control under its own responsibility. Even if the Account or Password of the User is used by third parties, Metaps may treat any and all activities conducted under the Account as activities that have been conducted by the User. Metaps shall bear no responsibility whatsoever regarding damages to the User arising from use of the Account and/or Password by a third party.

4.4 Users agree that limited Metaps employees and contractors may, under some circumstances, log into the Services through the User’s Account as necessary to operate the Services.

Section5 (Website Content)

5.1 The User shall abide by all rules related to usage of any text, graphics, articles, photographs, images and/or illustrations displayed on the Website (collectively, "Content"), and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content without the express prior written consent of Metaps or licensor of Metaps (“Licensor”).

5.2 The User may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 5), create derivative works based on, distribute, perform, display, or in any way exploit, any of the software, materials, or Services in relation to the Website in whole or in part.

5.3 The User may download or copy the Content and other items displayed on the Website for download, provided that they are stated as downloadable on the Website and the User is in accordance with the method Metaps or Licensor designates. The User shall not store any significant portion of any Content in any form. Copying or storing of any Content for the purpose other than the use of the Services is expressly prohibited without prior written permission from Metaps or Licensor. The User shall not link to the Website without Metaps's prior written consent.

5.4 Metaps reserves the right to remove any Content from the Services at any time, for any reason including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Metaps is concerned that the User may have breached the terms and conditions of these Terms of Use, or for no reason at all.

Section 6 (Intellectual property rights, etc.)

6.1 Metaps grants Users non-exclusive right to use SDK for the purpose of installing it in the Application administered or operated by Users to use the Services. The User shall not grant third parties to use the SDK without Metaps’ prior written consent. The User agrees that any of the Services cannot be used unless SDK is installed in the Application administered or operated by the User.

6.2 Metaps or Licensor owns and keeps all intellectual property rights and any other rights pertaining to information arising from the results of analysis of End-user data between the Parties and to any other data generated by Metaps in connection with these Terms of Use, to the SDK, and to any other right in relation to the Website, and text, graphics, sound, program or other content (including the rights speculated under Article 27 and 28 of Copyright Act).

6.3 Unless stipulated in the Agreement or otherwise agreed between parties, the User may use the data specified in the previous paragraph and the SDK on a nonexclusive basis, in the same condition in which they were provided by Metaps, without any alteration or revision, and solely for the purpose of receiving the Service and only for the User as provided.

6.4 The User shall not, without the written consent of Metaps, duplicate, alter, analyze, decompile or conduct reverse engineering, etc., on the SDK. In using the SDK, the User shall not effect direct connections or settings that circumvent the Advertising Services provided by Metaps, or that otherwise disable its tracking or observation functions.

6.5 If Metaps, in its sole discretion, provides Users a new version or an update to the SDK or other technology (“Update”), User shall promptly cease use of the prior version of such SDK or technology, and instead, shall incorporate and use such Update. Metaps shall not be liable for any damages incurred to Users by not conducting such Update.

6.6 In the event that these Terms of Use is canceled, the User shall return to Metaps or destroy all duplicates of the SDK and manuals, as well as other related documentation, materials or data, etc., provided by Metaps to the User.

6.7 The User may not obstruct the Services or related services performed by Metaps.

6.8 The User agrees to the use by Metaps of the User’s name and logo identifying it as a user of the Service in all publicity, advertising or other market activity. Metaps will not use the name or logo of the User in any manner that has a negative influence on the User’s reputation.

Section 7 (Representation and Warranty)

7.1 Each of the Parties hereby represents and warrants the following to the other Party:

(1) It retains the full rights, capacity and authority in order to enter into these Terms of Use.

(2) All permits, authorizations, approvals and agreements necessary for compliance with all laws, regulations and terms applicable in order to enter into these Terms of Use and perform obligations pursuant thereto are obtained and maintained throughout the term of these Terms of Use.

7.2 The User hereby represents and warrants the following to Metaps:

(1) The User, in the case that it is organized as a company or incorporated body, obtains all approvals necessary to enter into these Terms of Use and for all transactions which are its purpose. The performance of the conditions of these Terms of Use by the User does not or will not violate any laws, legal ordinances or codes, or legally binding covenants or contracts.

(2) The Application includes no content whatsoever which could be expected to infringe upon intellectual property rights, trade secrets, human rights, privacy rights, right of publicity, or upon the rights of third parties including property rights.

(3) The Application includes no viruses, Trojan horses, trapdoors, backdoors, Easter eggs (hidden functions), worms, time bombs, cancelbots or other program routines that could damage or impede other services, or intercept system data or personal information.

(4) The Application includes no content contrary to public order and standards of decency, and does not violate any applicable laws, regulations or provisions.

(5) The User does not fall under the category of groups detrimental to civil society, including boryokudan (organized crime groups), boryokudan kouseiin/jun-kouseiin (members/quasi-members of boryokudan), boryokudan kanren kigyou (organized crime-related companies), soukaiya (corporate racketeering groups), shakai undou hyoubougoro (racketeering groups disguised as social protest movements), seiji katsudou hyoubougoro (racketeering groups disguised as political activists), tokushu chinou boryokudan (racketeering groups that use specialized expertise or information for illicit purposes), or any other such groups.

(6) The User does not violate any law, statute, ordinance or regulation.

(7) The User does not use the Services in a manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable.

(8) The User shall report and pay any taxes in relation to the Services.

Section 8 (Mutual Indemnification)

8.1 Each of the Parties indemnifies and hold harmless the other Party against all claims, loss, damages, taxes, reasonable attorney’s fees and litigation costs arising from breach of warranty by either of the Parties. And each Party agrees not to cause the other Party to suffer damages. The indemnitee Party shall (i) provide notification to the indemnitor Party promptly and in writing of any legal actions or claims that occur, (ii) provide information to the indemnitor Party on the legal defense in the relevant legal action or claim, or the persons responsible for arbitration, and (iii) provide appropriate and sufficient information and reasonable support to the indemnitor Party to defend against such legal actions or claims, or to reach arbitration resolution. The indemnitee Party agrees not to engage in resolution of any claim without prior written consent of the indemnitor Party, and such consent shall not be improperly withheld or delayed.

Section 9 (Exemption: warranty liability)

9.1 The Service is provided as-is basis, and unless expressly stipulated in these Terms of Use, Metaps, its parent company and their subsidiaries and affiliate companies, corporate officers, board members, representatives, joint venture companies, employees and suppliers (hereinafter collectively referred to as “Metaps, etc.”) are explicitly exempted from warranty of any kind including that relating to the Service, to the advertising services provided by Metaps and to any other service, regardless of whether express, implied, legal or customary, or associated with transaction process or business custom. Metaps does not warrant that rights are not being infringed, marchantability, or fitness for particular purposes, nor that the Service is uninterrupted or free of errors.

9.2 The Service is provided “as is” without warranty of any kind by Metaps. Metaps does not fully warrant perpetual, stable, error-free or secure access to either the Website or the Service, which is subject to temporary suspension due to maintenance, upgrades and numerous external factors beyond Metaps’ reasonable control. Metaps does not warrant the results of use of the Service, and the User bears full responsibility for all such risks.

9.3 Without limiting the generality of the foregoing, Metaps disclaims all guarantees regarding positioning, ranking, ratings or the levels or timing of any Advertisement on Google Play or any other application stores or any downloads or installations or other user actions.

9.4 The User approves and agrees that the SDK is to be downloaded and used at the User’s own discretion and risk, and that the User bears sole responsibility for damage to computer systems and/or to the Application, and for loss of data due to the use of the Metaps SDK or other software provided by Metaps.

9.5 In relation to the use of the Services, the User shall perform any backup, etc. of the information which the User owns so as not to cause damages even in the case of loss or modification of such information, or malfunction or damage etc. of devices. Metaps shall not be liable for any such damages.

9.6 Metaps shall defend and/or settle any claim (an “Infringement Claim”) brought against the User alleging that SDK, Contents or other data or software provided in relation to the Services infringes any third parties’ right; provided that:

(1) the User promptly notifies Metaps in writing of such Infringement Claim;
(2) allows Metaps the sole control of the defense and/or any settlement of such Infringement Claim; and
(3) provides assistance as reasonably requested by Metaps.

Notwithstanding the foregoing, Metaps shall have no obligation hereunder where such Infringement Claim is not attributable to Metaps.

Section 10 (Limitations on damage liability)

10.1 Metaps etc. shall not, under any circumstances, bear responsibility for (i) costs of the purchase of replacement products or services, or the loss of profits, data or business, (ii) indirect, incidental, consequential or punitive damages, or (iii) loss of credibility or damages arising in connection with the access or use of the Metaps Website or the Service.

10.2 All responsibilities of Metaps etc. to the User, whether in contract, tort, or otherwise, and whether resulting from willful intent or negligence, shall be limited to direct and actual damages, and an amount of Service Fee received from the User on the month in which such damages are incurred.

Section 11 (Information disclosure)

11.1 Under any of the circumstances listed below, or when reasonably deemed necessary, Metaps reserves the right to access, confirm, protect, and disclose any information among that pertaining to the Service:

(1) In the event that such action is necessitated by compliance with any law, regulation, legal procedure or government request;

(2) In the course of performance of these Terms of Use or investigation of a potential violation of these Terms of Use;

(3) Circumstances involving the discovery of, prevention of, or response to impropriety, or involving technical problems;

(4) In the course of providing user support or responding to user requests;

(5) In the event that such action is necessary for safety or to protect the ownership rights or other rights of Metaps, the End User or third parties.

However, in cases in which the User’s confidential information is included in such information, the provisions of Section 12 shall take precedence over those of this section.

Section 12 (Nondisclosure obligation)

12.1 Each of the Parties shall maintain confidentiality, and neither of the Parties shall disclose Confidential Information pertaining to the other Party to any third party for any purpose, except in cases of performance of the obligations or exercise of the rights of these Terms of Use, or otherwise stipulated in these Terms of Use.

However, this condition shall not apply to the following information:

(1) Information for which publication or disclosure to a third party has been authorized by prior written agreement by the Disclosing Party;

(2) Information in prior possession of the Receiving Party at the time it was received from the Disclosing Party;

(3) Information which, after receipt by the Receiving Party from the Disclosing Party, becomes public knowledge due to causes other than negligence by the Receiving Party;

(4) Information disclosed to a third party by the Disclosing Party without imposition of a confidentiality obligation;

(5) Information developed independently by the Receiving Party without the use of Confidential Information of the Disclosing Party, and without violation of these Terms of Use;

(6) Information required to be disclosed by request of a government body or by law, on condition that the Receiving Party notifies the Disclosing Party of the relevant request in writing prior to disclosure, and discuss the method of disclosure with the Disclosing Party.

12.2 All Confidential Information shall be the sold property of the Disclosing Party. Unless otherwise agreed between Disclosing Party and Receiving Party, the User have no right regarding to Confidential Information.

Section 13 (Restrictions)

13.1 In using the Services, Users may not commit any of the following:

(1) Posting or transmitting, or causing to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any User;

(2) Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited;

(3) Running Mail list, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while the User is not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure.

(4) Use of manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website; and

(5) Decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.

13.2 The Services will be suspended if any of the following apply to the Application or the content of the Advertisement.

(1) Contents which violates the law, or have potential of being illegal

(2) Contents which are against social norm, public order and morality, and violate/harass others' rights

(3) Contents which are distasteful to others

(4) Contents which violate intellectual property such as copyright, and trademark right

(5) Contents which violate personal privacy, or fail to acquire, manage, or use personal information in an appropriate manner

(6) Contents which discriminate against others or violate human rights

(7) Contents which can be portrayed as sexually harassing to the others

(8) Contents which can be classified as fraud or illegal business practice

(9) Contents which involve enticements to enter a consumer promotion

(10) Contents which are associated with non-scientific and superstitious beliefs, and cause confusion or anxiety to users

(11) Contents which affirm, glamorize, or encourage crime

(12) Contents owned by criminal organizations

(13) Contents which convey horror, cruel or terrifying messages, i.e. image which give a feeling of discomfort

(14) Contents which are sexually explicit

(15) Dating sites which require personal information

(16) Contents which promote prostitution or compensated dating

(17) Contents associated with child pornography

(18) Services where the product content is unclear

(19) Contents which violate the guideline set by the industry, or have the potential of violating guidelines

(20) Contents which Metaps has judged to be inadequate

Section 14 (Legal compliance)

14.1 In using the Services, the User agrees to comply with all applicable laws, regulations and provisions.

14.2 Metaps reserves the right to investigate the use of the Services by the User for the purpose of determining strict compliance with applicable law, regulation, legal procedure or government request, but shall not be obligated to do so.

Section 15 (Privacy)

15.1 For information regarding Metaps's treatment of personally identifiable information, please review Metaps's current Privacy Policy for Metaps at https://analytics.metaps.com/en/privacy, which is deemed to be incorporated into these Terms of Use by reference. the User’s acceptance of these Terms of Use constitutes the User’s acceptance and agreement to be bound by Metaps Privacy Policy. The Metaps Privacy Policy is subject to change and correction without notice. In order to acquire End-user data through SDK with the Services, the User shall adapt the User’s own privacy policies in keeping with the Metaps Privacy Policy. The User shall also make efforts to mention that the SDK is in use, and to include links to the Metaps Privacy Policy within the User’s own privacy policy.

15.2 The User acknowledges and agrees with the following regarding treatment of End-user data;

(1) In using the Services, the User shall obtain the End User’s prior consent to the User’s collection of the End-user data. Furthermore, in connection with the End User’s installation of the Application in using the Services, the User shall obtain the End User’s prior consent to the Metaps’ collection of any End-user data in which any individual will not be identified, by storing Metaps’ unique ID on the End User’s device.

(2) In using the Services, the User may have to provide the End-user data to Metaps; and

(3) In addition to the foregoing, Metaps may collect the End-user data through SDK.

15.3 Metaps may use any End-user data for the purpose of improvement of the Service, development of new service, marketing research, data analysis and any other purpose for business operation of Metaps freely. In addition, Metaps may disclose and distribute End-user data to Metaps Inc. and its group companies including subsidiaries and affiliates (including foreign companies) and substantially the same on organization restructuring (hereinafter referred to as “Group Companies”) for the purpose of marketing research and data analysis.

15.4 The User shall obtain appropriate consent from the End-user to provide End-user data to third parties in the way described in the previous paragraph in accordance with applicable laws, regulations, and guidelines and other rules.

Section 16 (Third Party Websites)

16.1 The Services may contain links to third party websites that are not owned or controlled by Metaps, or the Services may be accessible by logging in through a third party website or service. When the User accesses third party websites, the User does so at its own risk. The User acknowledges and agrees that Metaps assumes no responsibility for, the content, accuracy, privacy protection, or practices of or opinions expressed in any third party websites, and Metaps does not and cannot monitor, confirm, examine or edit any third party websites. The User shall defend indemnify and hold harmless Metaps from and against damage, liability and expense resulting from the usage of the third party websites.

16.2 The User hereby represents and warrants that the User has read and agreed to be bound by all applicable policies of any third party websites or services relating to the User’s use of the Services and that the User will act in accordance with those policies, in addition to the User’s obligations under these Terms of Use.

16.3 Metaps etc. have no responsibility for the disputes between the User and the providers of the third party websites regarding the usage of the third party websites.

Section 17 (Duration)

17.1 Unless otherwise agreed between Metaps and the User, agreement under these Terms of Use becomes valid on the day of use of the Services by the User consenting to these Terms of Use, and remains valid for a term of one year. However, if neither Metaps nor the User notifies the other Party, prior to one month before the expiry date, of intent to terminate these Terms of Use, it shall be renewed for a period of one year thereafter, and the same condition shall apply subsequently.

17.2 If these Terms of Use terminates for any reason whatsoever, the provisions of Section 5; Sections 8 through 12; Section 13, Paragraph1; Section 16; this Section and Paragraph; Section 18, Paragraph 4 and 5; Section 19; and Section 20 shall remain in force.

17.3 User shall not be able to cancel this Terms of Use within the contract period unless User pays the following cancellation fee (excluding cancellation for reasons attributable to Metaps).
In the event of a premature cancellation or partial cancellation due to User, User shall pay Metaps, as a cancellation fee, the Service Usage Fee for the relevant contract until the expiration of the term of the contract to be cancelled, in a lump sum. In addition, if User has already paid the Service usage fee in advance in a lump sum, User shall agree that the said fee will not be refunded and will be applied to the cancellation fee. In the event that the advance payment of this service usage fee is not the full amount but a part of the advance payment, the cancellation fee for the shortage shall be paid separately.
In addition, in the event that Metaps terminates this Terms of Use for any reason attributable to User, User shall pay Metaps a cancellation fee in the same manner as above.

Section 18 (Termination of these Terms of Use)

18.1 When any of the following circumstances arise, either of the Parties may terminate these Terms of Use on those grounds without notification to the other Party by any means:

(1) In the event that one Party violates the terms of these Terms of Use, and does not cure the breach within a reasonable period of time designated in a written notice;

(2) In the event that a note or check is dishonored;

(3) In the event of an application for bankruptcy, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation, or the initiation of such proceedings;

(4) In the event of initiation of provisional seizure, provisional disposal, seizure, or attachment or auction proceedings for tax delinquency;

(5) In the event of cessation or elimination of business, or a decision to transfer, alter, dissolve or merge business operations;

(6) In the event of corporate acquisition of one of the Parties by a third party, or of a change in principal stockholders;

(7) In the event of other marked deterioration in status of assets, or the ascertainment of reasonable grounds for anticipation of such deterioration.

18.2 Metaps may terminate these Terms of Use at any time by giving written notice to the User. The User may terminate these Terms of Use by giving written notice to Metaps 30 days in advance.

18.3 In the event that it is ascertained that the User falls under the category of groups detrimental to civil society as defined in Section 7, Paragraph 2, Item 5, or under any one of the circumstances listed below concerning the User, Metaps may immediately terminate these Terms of Use without notice:

(1) In the event that it is ascertained that a group detrimental to civil society is managing or materially contributing to the business;

(2) In the event that improper employment of groups detrimental to civil society is ascertained, for such purposes as illicit profit either by the User or a third party, or in order to cause harm to a third party;

(3) In the event that it is ascertained that funds, etc., have been provided to a group detrimental to civil society, or that other such contributions have been made such as the sharing of conveniences;

(4) In the event of violent demands, made either by the User or through a third party, or improper demands that exceed legal liability, or the utterance of threatening statements or acts of violence, etc.;

(5) In the event of circumstances equivalent to those listed above.

18.4 In the event that these Terms of Use is terminated based on the previous paragraph, Metaps may seek compensation for damages arising from the termination of these Terms of Use.

18.5 Upon termination of the agreement under these Terms of Use, the User’s right to use the Services, access the Website, and any Content will immediately cease.

Section 19 (Force Majeure)

19.1 Neither Party shall be responsible for failure or delay to perform any obligation under these Terms of Use where such failure or delay is due to or arises out of any cause beyond its reasonable control and without the fault or negligence of such Party, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume immediately after the cause no longer prevents or delays performance.

Section 20 (Miscellaneous)

20.1 The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

20.2 If any provision of these Terms of Use is found to be unenforceable or invalid, the relevant terms may be deleted and replaced with new terms that most effectively reflect the original intent, and this shall have no influence whatsoever on the validity of the other terms of these Terms of Use.

20.3 These Terms of Use is not assignable, transferable or sublicensable by the User except with Metaps's prior written consent. Metaps may transfer, assign or delegate these Terms of Use and its rights and obligations without obtaining the User’s consent.

20.4 These Terms of Use shall be governed by and construed in accordance with the laws of the Japan. The Parties agree that the Tokyo District Court shall have exclusive jurisdiction by consent as the court of first instance.

20.5 Both parties agree that these Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

20.6 No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and the User does not have any authority of any kind to bind Metaps in any respect whatsoever.

Chapter 2 Provisions for the Advertising Services

This Chapter shall apply to those Users who use the Advertising Services for the purpose of ordering to post the Advertisement and advertising and promoting from among the Services. Those Users who use the Advertising Services shall be subject to this Chapter, in addition to Chapter 1.

Section 1 (Grant of License)

1.1 Subject to these Terms of Use, the User hereby grants to Metaps a royalty free (except as otherwise expressly provided herein), non-exclusive and worldwide license and right to use, copy, reproduce, distribute and display, in any medium now known or hereafter developed, the Advertisements and all related materials and metadata submitted by User to Metaps by means of the Advertising Services.

Section 2 (Advertisement)

2.1 The User may distribute Advertisement on third party’s website and application during the term of these Terms of Use. The User shall ensure that all Advertisement will comply with any content guidelines that may be provided by Metaps from time to time and the User shall not submit any Advertisements that would violate such guidelines. Metaps reserves the right, at all times, to discontinue any Advertising Services, if Metaps determines, in its sole and reasonable discretion, that the User is not in compliance with this Section 2.1.

2.2 The User will be solely responsible for the production and contents of the Advertisements, and Metaps shall have no liability for them. Metaps shall not modify or alter the content, text or appearance of any Advertisement without the User’s prior written consent and such consent shall not be unreasonably withheld or delayed.

2.3 The User agrees to deliver the Advertisements and if required implement conversion tracking, both in accordance with the technical specifications provided by Metaps to enable proper display of such Advertisements and tracking the results thereof in connection with the Advertising Services. Notwithstanding the foregoing, Metaps reserves the right at all times, at its sole and reasonable discretion and without prior notice, to stop, remove or refuse to distribute any content or Advertisements on or distributed through Metaps’ platform or the Advertising Services.

Section 3 (Reporting)

3.1 Metaps will provide the User with periodical reports which includes statistics such as conversion rates and the number of daily installs and the User can access such reports by logging into its Account at the Website. For the avoidance of doubt, Users accept and agree that the statistics in such reports will be calculated pursuant to Metaps’ own standards.

Section 4 (Terms of Payment)

4.1 The User, may at any time, by the method designated by Metaps, apply to publish the Advertisement, register the Application and the duration of the Advertisement.

4.2 Unless otherwise agreed between Metaps and the User, the User shall pay deposit (“Deposit”) to Meptas before the User publish the Advertisements. The User shall pay Deposit via Paypal, wire transfer or otherwise designated by Metaps. In so far as Deposit remains, Metaps shall continue to publish Advertisements. Metaps will delete Advertisement when the balance of deposit falls below the price of advertisements. Refund of deposit which has been paid requires a certain conditions designated by Metaps and the User agrees to follow such conditions.

4.3 Upon End User’s taking actions designated by Metaps (including but not limited to tap, click or download of the Application), Metaps will withdraw advertisement fee (“Advertisement Fee”) from Deposit. Advertisement Fee are in Japanese Yen, United States Dollars or Korean Won and do not include taxes.

4.4 The User can request for cash out of Deposit if:-

(1) the User wishes to stop the publishing of Advertisements ; or

(2) when the publishing of Advertisements has completed and there is a balance in the User’s account.

Section 5 (Compliance)

5.1 The User will not, will not agree to, and will not authorize or encourage any third party to:

(1) use the Advertising Services to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by Metaps;

(2) interfere or attempt to interfere with the proper working of the Advertising Services or prevent others from using the Advertising Services; or

(3) use the Advertising Services for any fraudulent or unlawful purpose.

5.2 Violation of any of the foregoing may result in immediate termination of these Terms of Use, at Metaps’ sole and reasonable discretion. The User shall defend indemnify and hold harmless Metaps from and against damage, liability and expense resulting from such violation.

Section 6 (Representations and Warranties)

6.1 Without limiting any other representation, warranty or covenant of the User herein, the User hereby represents and warrants to Metaps that:

(1) none of the Advertisements provided by the User hereunder contain any material that infringes upon any third-party right, including rights arising from contracts between the User and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or which slanders, defames, libels, or invades the right of privacy, publicity, or other property rights of any person;

(2) none of the Advertisements provided by the User hereunder contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Advertising Services, or intercept or expropriate any system data or personal information from the Advertising Services;

(3) none of the Advertisements provided by the User contain adult content and/or violate any applicable laws, rules and regulations; and/or

(4) any Advertisements directed to children and young people will comply with any applicable laws, rules, regulations and the guidelines.

Section 7 (Disclaimers; Warranties)

7.1 Metaps does not guarantee regarding any effect of Advertising Services (including but not limited to the conversion rate of the Advertisement, the volume of the download of the Application and otherwise). Metaps does not guarantee the placement, delivery or the performance of any Advertisements published on Metaps’ platform or the Application. Metaps does not warrant or guarantee the results of the use of the Advertising Services, and User shall assume all risk and responsibility with respect thereto.

Section 8 (Termination)

8.1 In the event of any termination, the User will remain liable for any amount due under these Terms of Use until the effective date of termination and such obligation shall survive any termination of these Terms of Use.

8.2 Either Party may terminate the publication of the Advertisements at any time with two (2) business days prior notice to the other Party.

Section 9 (Duration)

9.1 If these Terms of Use terminates for any reason whatsoever, the provisions of Section 1; Sections 7; Section 8, Paragraph1; and this Section shall remain in force.

Chapter 3 Provisions for Advertising Monetization Services

This Chapter shall apply to those Users who use the Advertising Monetization Services for the purpose of posting the Third Parties’ Ads on the Application to monetize it. Those Users who use the Advertising Monetization Services shall be subject to this Chapter, in addition to Chapter 1.

Section 1 (Advertising Monetization Services)

1.1 In using the Advertising Monetization Services, the User shall comply with the following. Metaps reserves the right to terminate all or part of the User’s usage of the Advertising Monetization Services, if the User is reasonably considered not to comply with the following.

(1)The User shall display all the Third Parties’ Ads designated by Metaps on the Applications in accordance with these Terms of Use.

(2) The User shall not display the Third Parties’ Ads on the Applications not through the Advertising Monetization Services such as by negotiating with advertisers of the Third Parties’ Ads.

(3) The User shall comply with all the Metaps’ request regarding contents of the advertisement or other technical issue for smooth operation of the Advertising Monetization Services.

(4) The User shall prepare programs which are necessary to comply the Metaps’ request regarding contents of the advertisement or other technical issue in accordance with the preceding item at the User’s own cost and responsibility.

(5) The User shall not change the contents, design, and/or texts of the Third Parties’ Ads, and integrate them to other advertisements.

(6) The User shall comply with the “Content Guideline” provided by Metaps, and shall not display the third Parties’ Ads which go against the “Content Guideline” on the Applications.

1.2 The User acknowledges that:

(1) Metaps does not produce advertisements and is not an advertisement agency, but rather it facilitates transactions between the User and Advertisers;

(2) Advertisers are third parties and unrelated to Metaps;

(3) Advertisers and Metaps may terminate the publication of the Third Parties’ Ads at their sole discretion;

(4) Metaps has no responsibility for the content of the Third Parties’ Ads; and/or

(5) Metaps is entitled to receive advertising fees in accordance with the standard agreed on the contract between advertisers of the Third Parties’ Ads.

1.3 Metaps reserves the right to withhold payment to the User based on Section 3 if the User has engaged in any activity that is in violation of these Terms of Use or is deceptive or fraudulent in nature as reasonably determined by Metaps in its sole discretion.

Section 2 (Reporting)

2.1 Metaps will provide the User with periodical reports which includes statistics such as conversion rates and the number of daily clicks and installs and the User can access such reports by logging into its Account at the Website. For the avoidance of doubt, Users accept and agree that the statistics in such reports will be calculated pursuant to Metaps’ own standards.

Section 3 (Payment of Third Parties’ Ads Fee)

3.1 In case of following paragraphs, Metaps will pay fee for the distribution of the Third Parties’ Ads (“Third Parties’ Ads Fee”) based on the data described in the report in Section 2 above when End Users’ actions designated by Metaps complete (including but not limited to clicking Third Parties’ Ads).

3.2 Unless otherwise posted on the Website by Metaps or otherwise agreed to in writing between Metaps and the User, Third Parties’ Ads Fee is calculated by Metaps in its sole discretion based on the number of clicks, and downloads or installations of the application regarding to Third Parties’ Ads (collectively the “Amount of Actions”)by the End Users described in the report in Section 2 above. Metaps may provide the User with a monthly statement which includes the Amount of Actions and the Third Parties’ Ads Fee, in Japanese Yen, payable to User. Any payment to the User shall be due and payable within sixty (60) days after the end of that month. If the User disputes any payment, it must notify Metaps in writing within fifteen (15) business days from the date of receipt of invoice or forever waive User’s rights to raise the dispute.

3.3 Except as otherwise expressly provided hereunder, each Party will be responsible for all costs and expenses, including tax and sanctions, incurred by each Party in connection with the performance of its obligations under these Terms of Use.

3.4 The User shall not, and shall not authorize others, to generate fraudulent clicks or installations of any applications served as part of the Advertising Monetization Services, whether generated manually or by use of a device or other automated process. Failure to comply with the foregoing shall be deemed a material breach of these Terms of Use. In addition, no payment shall be made hereunder in connection with any such fraudulent clicks or installations.

3.5 Metaps may pay the User via Paypal if the amount to be paid to the User is equivalent to or less than JPY100,000. Metaps may pay the User via bank transfer if the amount to be paid to the User is equivalent to or more than JPY100,000. Metaps reserves the right to change the payment methods set out in this clause from time to time on condition that Metaps will provide the User with prior notice of such changes. If the amount of Third Parties’ Ads Fee exceeds US$50 calculated by the rate designated by Metaps, , Metaps will pay the User Third Parties’ Ads Fee automatically.

Section 4 (Representations and Warranties)

4.1 In addition to the User’s representations and warranties hereinbefore, the User will also represent and warrant the followings:

(1) The User will not interfere or attempt to interfere with the proper working of any of the Advertisement or the Advertising Monetization Services or prevent others from using them ; or

(2) The User will not allow third parties to use the Advertising Monetization Services.

4.2 The User hereby acknowledges that Metaps cannot guarantee or control which Third Parties’ Ads are placed on the Application(s). Metaps makes no representation or warranty regarding whether the Advertisements contain information that may be offensive or inappropriate for the Application(s) or the End Users. Metaps shall not be responsible or liable for the contents of the Third Parties’ Ads.

Section 5 (Disclaimers; Warranties)

5.1 Metaps makes no guarantee regarding the Amount of Actions and the Third Parties’ Ads Fee. Metaps does not warrant or guarantee the results of the use of the Advertising Monetization Services and/or other services provided by Metaps, including that the User will earn any particular amounts (or any amounts at all) and the results of any marketing or consultancy services provided by Metaps and the User shall assume all risk and responsibility with respect thereto.

Section 6 (Duration)

6.1 If these Terms of Use terminates for any reason whatsoever, the provisions of Section 3, Paragraph 2 through 4; Section 4, Paragraph 2; Section 5; and this Section shall remain in force.

Chapter 4 Provisions for Analytics Services

This Chapter shall apply to those Users who use the Analytics Services for the purpose of analysis of application utilization status, etc. from among the Services. Those Users who use the Analytics Services shall be subject to this Chapter, in addition to Chapter 1.

Section 1 (Analytics Services)

1.1 Metaps shall provide the Service to the User for the purpose of analysis of application utilization status of End User, etc., which the User shall use in compliance with these Terms of Use.

1.2 The User agrees with the following matters (this shall also apply to the services set forth in Chapters 2 and 3):

(1) In the Analytics Services (including the Advertising Services and the Advertising Monetization Services), Metaps shall issue its unique ID for each device and shall store the same on keychains of the End User’s device, etc. This unique ID cannot collect any personal identifiable information.

(2) The User shall provide cooperation with constructing a system if the End User wishes to discontinue the collection of the unique ID.

Section 2 (Data acquisition)

2.1 Metaps shall delete the User’s account information and/or related account information if the User so requests. In the case that an account is deleted, Metaps shall promptly cease gathering End-user data.

Section 3 (Provision of analytical information)

3.1 Metaps shall provide the User with regularly acquired information including daily installation count and other such statistical data. The User shall be enabled to access such reports by logging into its account at the Metaps Website. For the avoidance of doubt, the User accepts and agrees that such statistical data will be calculated pursuant to Metaps’ own standards.

Section 4 (Payment of Consideration)

4.1 The User shall pay to Metaps the amount of the commissions for the Analytics Services as agreed with Metaps in accordance with the selection of the Analytics Services.

4.2 Metaps shall issue an invoice for the commissions stated in the previous paragraph to the User showing the amounts payable by the User. The User shall make payment no later than the end of the next month following the month in which such invoice is received by the User.

4.3 The User shall make payment by bank transfer to an account designated by Metaps. Any transfer charges shall be borne by the User.

4.4 If the User fails to pay the commissions set forth in the preceding paragraphs, the User shall pay to Metaps charges at 14.6% per annum for the period from the day immediately following the payment date to the day of actual payment in full.

Section 5 (Duration)

5.1 If these Terms of Use terminates for any reason whatsoever, the provisions of Section 1; Section 4.4; and this Section shall remain in force.

Effective Date: February 1, 2021
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