Terms of Service
Please read below the terms of service (the “Terms of Service”) carefully before using the valuepotion service provided by Daum Kakao Corp., a corporation established by laws of the Republic of Korea (“Daum Kakao”). The Terms of Service set forth the rights, obligations and duties of Daum Kakao and users of valuepotion service who have agreed to this Terms of Service with respect to their use of valuepotion service.
As used herein, the definitions for the terms in the Terms of Service are as below and others not defined herein are based on the understanding of general business usage and discussion between Member and Daum Kakao.
(1) “Valuepotion” or “Service” shall mean the platform for mobile game developed and operated by Daum Kakao providing “Analyzing Service”, “Marketing Service”, “Ad Network”, and “Game Promotion” or the generic term of each service provided through the platform.
- (a) “Analyzing Service” shall mean the analyzing service of advertising and marketing result data including general game index and game-centric metrics.
- (b) “Marketing Service” shall mean (i) various in-app marketing to increase retention and revenue for the specific mobile game, (ii) Cross Promotion and Direct Deal to encourage users to install the target mobile game by using Placements among other game apps. Cross Promotion uses Placements in mobile game apps operated by Member to encourage game users to install other mobile game apps operated by Member. Direct Deal uses or shares Placements of other Member who also uses Valuepotion to encourage its users to install other Member’s mobile game apps reciprocally.
- (c) “Ad Network” shall mean the service to help Member earn Ad Revenue by putting an ad(s) in the Placement(s) of Member’s mobile game application(s).
- (d) “Game Promotion” shall mean the service to help Member perform promotion of mobile game applications owned or managed by Member through “Ad Network”
(2) “Placement(s)” shall mean the location(s) in Member’s mobile game application(s) which display(s) Material(s) to be used for Marketing Service or Ad Network. Member can decide and set Placement(s) during the SDK integration stage.
(3) “Member” shall mean the user who enters into valuepotion service agreement with Daum Kakao pursuant to this Terms of Service and uses the Valuepotion provided by Daum Kakao.
(4) “Service Fee” shall mean the monthly fee to be paid by Member for using the Analyzing Service, Marketing Service and Game Promotion. Service Fee shall be calculated based on the number of mobile game apps using the Valuepotion, each mobile game’s Monthly Active Users and ad campaign(s) executed through Game Promotion.
(5) “DAU” shall mean the abbreviation of “Daily Active User” and “MAU” shall mean the abbreviation of “Monthly Active User”. “Active User” shall mean the user who logs into each mobile game app and “DAU” and “MAU” of specific mobile game app are decided based on the numbers calculated through Valuepotion.
(6) “Material(s)” shall mean images, videos and other rich media to be used for Marketing Service and Ad(s).
(7) “Advertiser” shall mean company which requests to run ad(s) through Valuepotion pursuant to the procedure set by Daum Kakao.
(8) “Ad Revenue” shall mean the advertising net revenue accrued in Ad Network by displaying ads of Advertiser or ad supplier in a partnership with Daum Kakao in the Placement(s). Ad Revenue does not include any operational expenses for running ads.
(9) “Revenue Share Rate” shall mean certain ratio of Ad Revenue to share and divide Ad Revenue between Daum Kakao and Member.
(10) “Member Share” shall mean the specific amount of Ad Revenue which Daum Kakao shall pay Member based on Revenue Share Rate.Article 2 (Notification and Amendment of the Terms of Service)
(1) Daum Kakao will post this Terms of Service in the initial start-up page of www.valuepotion.com (the “Site”) to help Member easily take notice and read the Terms of Service. Daum Kakao may amend Terms of Service to the extent such amendment does not violate applicable laws including but not limited to the Act on the Regulation of Terms and Conditions.
(2) In the event Daum Kakao amends the Terms of Service, Daum Kakao will post the then-current Terms of Service, the amended Terms of Service (“Amended Terms”) and its effective date and reasons for amendment on the pages of the Site starting at least seven (7) days prior to the effective date of the Amended Terms and for a reasonable period of time thereafter, or starting at least thirty (30) days prior to the effective date of the Amended Terms and for a reasonable period of time thereafter if the content of the Amended Terms may be detrimental to Member, and notify Member thereof via e-mail to the Member’s e-mail address registered during the Member application.
(3) When giving notice to Member pursuant to the above Section (2), Daum Kakao will clearly inform that the Amended Terms will be deemed to have been approved by Member if Member does not provide Daum Kakao with notice of its intent of non-acceptance of the Amended Terms within the period starting from the date of notice and ending on the seventh (7th) day after the effective date of the Amended Terms. If Member does not provide such notice to Daum Kakao, Daum Kakao will deem that such Member has accepted and agreed to the Amended Terms. If Member does not accept and agree to the Amended Terms, Member may terminate this agreement to use Service (the “Service Use Agreement”).Article 3 (Service Use Agreement)
(1) Service Use Agreement will be entered into through the following process: (a) agreement to the Terms of Service by applicant; (b) Member application; (c) Daum Kakao’s approval to application. If applicant press “Agree” button or check to “Confirmation” box after reading the Terms of Service, it is deemed that the applicant have agreed to the Terms of Service.
(2) After agreeing to the Terms of Service pursuant to the Section (1) above, applicant should fill in certain required information including Member ID(e-mail address) into the online Member application form provided by Daum Kakao on the Site and press “Apply” or “Confirmation” button to finish your Member application process.
(3) Service Use Agreement will be effective upon Daum Kakao’s approval to Member application. After applicant completes its Member application by inputting the necessary information, Daum Kakao will confirm whether the necessary information has been input and, if so, approve such application without any delay; provided, however, that this section will not apply to certain cases where the submission of additional documents are required other than the online Member application form.
(4) Only who is in their legal age and duly represents its corporation can apply to register as Member and use Service. If Member breaches this duty, Member will be liable for any damages, liabilities, losses, costs or expenses incurred or arising out of this breach and indemnifies Daum Kakao.
(5) Daum Kakao may defer its approval of Member application if any one of the following events occurs:
- (a) where there is realistically no sufficient equipment capacity to provide Service;
- (b) where Daum Kakao determines that there are technical issues in providing Service; or
- (c) where Daum Kakao deems it necessary for financial or technical reasons affecting Daum Kakao.
(6) Daum Kakao may refuse to approve Member application in the event any of the followings occurs:
- (a) where applicant inputs false information in its online Member application form or submits false documents with its Member application form;
- (b) where applicant does not perform its obligations set forth in the section (3) of Article 3 above within the period of time designated by Daum Kakao after submitting Member application form;
- (c) where Daum Kakao deems that the approval of Member application may clearly violate public order or public morals based on applicable laws; or
- (d) where applicant was a Member with whom Daum Kakao had previously terminated its Service Use Agreement with such Member and such Member has reapplied.
(1) Member will be solely and fully responsible for the management of its Member ID (e-mail address) and password required to use Service and any loss, liability or damage that may result from the negligence or willful misconduct of Member such as the unauthorized use of its Member ID by a third party; provided, however, that Daum Kakao will be responsible for such loss, liability or damage if they result from the negligence or willful misconduct of Daum Kakao.
(2) If Member becomes aware that its Member ID, password and any of its other information provided to Daum Kakao has been stolen or misappropriated by a third party, Member must immediately take necessary measures such as changing its password and provide Daum Kakao with notice thereof and must comply with subsequent instructions of Daum Kakao.Article 5 (Collection of Personal Information)
(1) You may check and change your Member information on the Site whenever needed except for the change of Member ID.
(2) If any information provided by Member when registering as a Member has changed, Member must immediately change such information accordingly on the Member information management page of the Site. In such case, Daum Kakao will not be responsible for any loss, liability or damages incurred by such Member for its failure to timely change such information.Article 7 (Use of Service)
(1) Member can use Service immediately after Daum Kakao approves its use of Service. Service provided to each Member can be different or restricted in some portion based on the different authority of each Member owned or whether Member uses paid service of Valuepotion.
(2) In principle, the available hours for use of Service will be 24 hours a day, 365 days a year unless the availability of Service becomes impracticable due to business or technical issues of Daum Kakao. Daum Kakao may suspend Service temporarily for regular inspection after posting notification on the Site and when urgent inspection needed Daum Kakao may perform the inspection first and then notify Member the suspension by posting notification on the Site or sending notification e-mail to Member.Article 8 (Notification on Changes of Service)
(1) Daum Kakao may, at its own discretion, change some or whole parts of Service or suspend Service in order to take appropriate measures to provide Service more steadily or adapt to the changes of Service policy of Daum Kakao. In such case, Daum Kakao will not provide any compensation to Member unless applicable laws stipulate otherwise.
(2) In the case of above section, Daum Kakao will send e-mail to Member’s registered e-mail address notifying the modified contents of Service or suspension of Service and the effective date of such modification or suspension prior to such effective date of modification or suspension.Article 9 (Notification to Member)
(1) In principle, Daum Kakao will give notice to Member by sending e-mail to Member’s registered e-mail address when giving notice to Member in connection with the use of Service.
(2) Notwithstanding the above section, when giving notice to unspecified Members with respect to use of Service, Daum Kakao may post notification on the board of the Site or separate pop-up on the Site for at least seven (7) days instead of sending notification e-mail to individual Member. However, when related to important contents for Member such as Service Fee and Member Share, Daum Kakao will send notification e-mail to the registered e-mail address of each Member and if Member has provided its cell phone number to Daum Kakao notify via SMS or call.
(3) With the consent of Member, Daum Kakao may transmit information relating to Service via e-mail to smoothly provide Service.
(4) Daum Kakao will not be liable for any damages, liabilities, losses, costs or expenses incurred by the Advertiser for its failure to receive notice provided by the Company in accordance with these Terms where (i) the Advertiser fails to receive notice due to its failure to provide the Company with its e-mail address, mobile telephone number or other contact information or does not provide valid contact information, or (ii) the Advertiser intentionally does not accept or neglects to accept the Company’s communication.Article 10 (Restrictions on the Use of Service and Discontinuance of Service)
(1) Daum Kakao may restrict or discontinue Member’s use of Service if any one of the following events occurs:
- (a) where Member intentionally or negligently interferes with the operation of Service;
- (b) where Member breaches its obligations set forth in the Article 12 below;
- (c) where it is unavoidable due to construction, maintenance or repair of equipment utilized for the Service;
- (d) where a key communications business, as it is defined under the Telecommunications Business Act, terminates its telecommunications business;
- (e) where the use of Service is disrupted due to reasons, including but not limited to, national emergency, technical difficulties concerning equipment utilized for the Service or network congestion in the use of Service; or
- (f) where Daum Kakao determines that it is inappropriate to continue to provide Service due to other significant reasons.
(2) In the event Daum Kakao restricts the use of Service or discontinues Service pursuant to Section (1) above, Daum Kakao will notify Member the reason for such action and the duration thereof.Article 11 (Obligations of Daum Kakao)
(1) Daum Kakao will carry out, in good faith, such measures of maintaining, inspecting and repairing the equipment related to the provision of Service and security so as to properly provide continuous and stable Service.
(2) Daum Kakao will not send to Member any e-mails or SMS messages that contain ads intended for profit-making purposes to which Member has not agreed to receive from Daum Kakao.
(1) While using Service Member must not engage in any of the following:
- (a) Using Service by fraudulently taking and using another Member’s ID and/or password;
- (b) Paying charged Service by using the payment information of a third party without the permission of such party such as bank account numbers, credit card numbers, etc.;
- (c) Infringing Daum Kakao’s or any third party’s intellectual property rights including but not limited to any patent, trademark, trade secret, or copyright;
- (d) Damaging Daum Kakao or any third party by misusing Material or landing URL which contains software viruses;
- (e) Accessing Service by any means except through the interface provided by Daum Kakao for access to Service;
- (f) Generating fraudulent impressions of or fraudulent clicks on any ads to get unfaithful profit, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software;
- (g) Inducing or approving the prohibited action defined in the above section (f);
- (h) Interrupting Daum Kakao’s sound operation of Service by installing or using any programs designed to or have a probability to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Daum Kakao; or
- (i) Engaging in any act that is in violation of existing laws or regulations in force and/or breaching Member’s obligations under this this Terms of Service.
(2) In the event Member engages in any of the acts set forth above in Section (1) of this Article 12, Daum Kakao may: (a) restrict such Member’s use of Service or unilaterally terminate the Service Use Agreement with such Member without obtaining its consent. Daum Kakao also may eliminate any data related to such Member and Daum Kakao will not be liable to such Member for any liabilities, losses, damages, expenses or costs incurred by the Member as a result of such event. In principle, Daum Kakao will not refund any charged service fee paid by such Member and give Member Share accumulated for the Member.Article 13 (Service Fee)
(1) With regard to Analyzing Service and Marketing Service, Service Fee will be calculated based on Member’s mobile game app(s) registered to Valuepotion. If MAU of last month from Member’s registered mobile game app(s) exceed(s) the MAU stipulated on the Service Fee page of the Site (the “Service Fee Page”), Service Fee will start to be charged. With regard to Game Promotion, Service Fee will be the total amount of cost incurred through ad campaign(s) of each month calculating from the start date of ad campaign(s) to the last date of that month. More details of Service Fee will be as set forth in the Service Fee Page.
(2) After start using Service, based on the section (1) above, Service Fee will be calculated by dividing the Monthly Service Fee of specific fee plan applied into that month into number of days from the day use of Service has started to the last day of that month.
(3) If Service Use Agreement with Member terminates or Member ceases using charged service of Valuepotion, Service Fee will be calculated by day to day basis until the day before termination date or expiration date of using charged Service.
(4) If Member only ceases using charged service of Valuepotion and does not terminate Service Use Agreement, Member can check the result data of Analyzing Service on the related page of the Site for a period of six (6) month from the expiration date of using charged Service.
(5) Daum Kakao and Member can enter into separate written agreement with respect to use of Service and Service Fee. In such case, the separate agreement will prevail this Terms of Service between such Member and Daum Kakao.Article 14 (Push Notification)
(1) The number of push notification requested by Member shall not exceed the number of usage allowance set forth in the Service Fee Page. Push notification means the notification which Valuepotion sends to Member’s mobile game users by app push.
(2) In the event Member wants to send more push notifications to Member’s mobile game users than the number of usage allowance of each Service Fee plan set forth in the Service Fee Page, Member must (a) change the Service Fee plan to next high level plan as set forth in the Service Fee Page or (b) pay additional push notification fee as set forth in the Service Fee Page.Article 15 (Payment of Service Fee)
(1) Daum Kakao will calculate monthly Service Fee including the additional push notification fees of previous month at the every 1st day of the following month and issue monthly invoice of the calculated amount to Member within ten(10) days and Member must pay each monthly invoice fee within thirty (30) days from each invoice date.
(2) Payments may be made via electronic wire transfer to a bank account designated by Daum Kakao or by credit card of Member.
(3) In the event Member fails to pay invoices by the due date as set forth in the Section 15.1 above, Daum will cease providing Service to Member temporarily or permanently, at its own discretion, until it is fully paid including 6% of delay interest of the unpaid Service Fee amount per annum. Any out-of-pocket expenses arising related to payment of Service Fee and delay interest shall be borne solely by Member.
(4) In the case of Section 15.3 above, Daum Kakao will, at its own discretion, (a) suspend its Service to Member partly or wholly or (b) remove any related data of Member in Valuepotion, and Daum Kakao will not be liable for any damages of Member arising from this case.
(5) Daum Kakao may, at its own discretion, deduct the total amount of unpaid Service Fee, delay interest, and any out-of-pocket expenses from the amount of Member Share.Article 16 (Ad Network)
(1) In regards to Ad Revenue accrued in the Ad Network, Daum Kakao will divide up the amount of Ad Revenue into Member Share by applying certain Revenue Share Rate.
(2) Daum Kakao will provide the amount and other related information of Member Share in the certain web page of the Site to help Member check its Member Share. Final amount of Member share may be different with the provided information on the Site due to deduction of any amount of double charged Ad Revenue or Ad Revenue based on the fraudulent impressions or clicks.
(3) Daum Kakao will determine how to measure the number of impressions, inquiries, conversions, clicks, offers, installations, or any other data related to Ad Revenue and all payment will be based on such measurements.
(4) Daum Kakao will pay Member Share to a bank account designated by Member within ninety (90) days from the last day of the applicable month only when the amount of Member Share exceeds USD 100. If the amount of Member Share is less than USD 100, the amount will be not paid and carried forward to next month. Any out-of-pocket expense such as transaction fee shall be borne by Member and it will be deducted from Member Share.
(5) In principle Member Share will be paid based on US dollar, but from time to time it can be paid with the currency of Member’s local country upon mutual consent of the Parties. In the event payment shall be made by the local currency of Member, Member Share will be calculated and paid based on the exchange rate of the last day of that month.
(6) If there has been certain amount generated by any fraudulent actions, Daum Kakao, at any time and at its own discretion, shall withdraw the amount from Member Share or ask Member to return the paid amount of Member Share. Upon Daum Kakao’s request, Member must return the amount to the bank account designated by Daum Kakao within thirty (30) days from the request date.
(7) Member Share starts to be calculated and saved from the date when ad(s) are displayed in Placement(s) of the mobile game apps owned or operated by Member through Ad Network; provided, however, that app test period shall not be included.
(8) If there is no generated Member Share for a period of one (1) year from the last accrued date, all Member Share accrued shall be automatically disappeared from the account.
(9) If Member fails to receive Member Share due to misinformation of registered bank account, it is solely Member’s responsibility and Daum Kakao shall not be liable for the nonpayment.
(10) For the purpose of delivering ads to mobile game apps owned or managed by Member, Daum Kakao may provide operating software information, URL, name, and category of the mobile game apps to ad supplier(s) in a partnership with Daum Kakao.
(11) When needed, in regards to Ad Revenue share and related payment procedure, Daum Kakao and Member may enter into separate written agreement. In this case, the sepearte written agreement will take precedence over this Terms of Service.Article 17 (Termination of Service Use Agreement)
(1) In the event Member wishes to terminate Service Use Agreement, Member may, at any time, delete its Member ID (e-mail address) and withdraw as a Member at the Member information management page of the Site in accordance with the procedures designated by Daum Kakao.
(3) In the event Member breaches its obligations of Article 12 above, Daum Kakao may unilaterally terminate Service Use Agreement, and if such breaches of Member cause any damages to the operation of the Service, Daum Kakao may seek legal action, whether civil or criminal, against such Member.Article 18 (SDK License)
(1) Daum Kakao solely and exclusively owns title and intellectual property rights of SDK provided by Daum Kakao to Member.
(2) Daum Kakao grants to Member a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the term of Service Use Agreement. Member can use SDK solely to access the Valuepotion platform.
(3) SDK may be downloaded from the Site or specific URL provided by Daum Kakao.Article 19 (Protection of Intellectual Property)
(1) Unless otherwise indicated in this Article 19, each Party duly and effectively retains its own intellectual property rights with respect to any software, information, search methodology and know-how invented and developed by itself without the other Party’s cooperation or reference to other Party’s confidential information.
(2) The ownership, copyright and any other intellectual property rights of Valuepotion shall be the sole and exclusive property of Daum Kakao. Nothing in this Agreement shall be deemed or construed as an assignment or grant of license by Daum Kakao to Member of any of its intellectual property rights.
(3) Member must not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Service, or infringe intellectual property rights and any other rights of Daum Kakao related to, without limitation, Valuepotion technology, content, data, routines, algorithms, methods, user interface techniques, software, materials, and documentation.
(4) Member must not create or attempt to create a substitute or similar service or product through use of or access to any of Service or proprietary information related thereto, and must not remove any mark or label representing Daum Kakao’s intellectual property rights on Valuepotion.
(5) We respect the intellectual property rights of Member and try our reasonable best to protect those rights. If Member believes Member’s intellectual property rights have been infringed in the Service, please forward the following information at firstname.lastname@example.org immediately.
- (a) Physical signature of the intellectual property owner or the person authorized to act on behalf of the owner;
- (b) Description of the copyrighted work that Member claims has been infringed including the ownership of the applicable copyrighted work;
- (c) Screen captured file of where the material that Member claims is infringing is located on the Service; and
- (d) Contact information such as address, telephone number, and email address.
Daum Kakao shall be entitled to use the logos or trademarks of Member, and the analyzed data through Valuepotion for the purpose of Valuepotion marketing activities (on/off advertising, brochure, Service promotion, etc) and case study materials.Article 21 (Assignment)
Member may not assign, transfer, or offer as the subject of a pledge its right to use Service.Article 22 (Indemnification)
(1) If Daum Kakao is unable to provide Service due to any of the following events, Daum Kakao will not be liable to Member for any liabilities, losses, damages, expenses or costs incurred by Member as a result of such event:
- (a) In case of a natural disaster or similar force majeure event which is unforeseeable by Daum Kakao and is beyond its control;
- (b) Where a third party contractor, with whom Daum Kakao has entered into a cooperative agreement for the provision of Service, intentionally interferes with the provision of Service;
- (c) Where the use of Service is disabled or interrupted as a result of cause(s) attributable to Member; or
- (d) Other than subsections (a) through (c) above, events that do not result from the negligence or willful misconduct of Daum Kakao.
(2) Daum Kakao does not warrant the reliability or accuracy of Service or information of Member registered by Member on the Site, or any information, data, material or fact posted, uploaded or otherwise made available on the pages of the Site. Further, Daum Kakao will not be liable to Member for any liabilities, losses, damages, expenses or costs incurred by Member as a result of any inaccuracy or incorrectness thereof.Article 23 (Governing Law and Jurisdiction)
This Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Korea without regard to the conflicts of laws provisions thereof. Any matter not stipulated in this Terms of Service shall be governed by applicable laws of Korea and commercial practices. All disputes that may arise between Daum Kakao and Member in connection with the use of Service shall be submitted to the court having jurisdiction in accordance with the Civil Procedure Act or other applicable laws.Article 24 (Contact Information)
If you have any comments, questions, or complaints regarding these Terms or the SERVICES, or wish to report any violation of this Terms of Service, please contact us to email@example.com. Daum Kakao will address any issue to the best of our abilities as soon as possible.Supplementary Provision (April 5th, 2015)
This Terms of Service shall take effect as of 5th day of April, 2015. However, with respect to service users that have newly registered as Member after the date of notification of this Terms of Service but before the effective date, this Terms of Service shall take effect upon the completion of such service users’ membership registration.