Terms of Service
Please read below the terms of service (the “Terms of Service”) carefully before using the valuepotion service provided by Valuepotion Corp., a corporation established by laws of the Republic of Korea (“Company”). The Terms of Service set forth the rights, obligations and duties of Valuepotion and users of valuepotion service who have agreed to this Terms of Service with respect to their use of valuepotion service.
Article 1 (Definitions)
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 Company.
- “Valuepotion” or “Service” shall mean the platform for mobile apps developed and operated by Company providing “Analyzing Service”, “Marketing Service”, "House Ad Network", “Ad Network”, and “Network 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 app index and key metrics.
- b) “Marketing Service” shall mean (i) various In-App Promotion to increase retention and revenue for the specific mobile app, (ii) Cross Promotion and Valuepotion Exchange to encourage users to install the target mobile app by using Placements among other apps. Cross Promotion uses Placements in mobile apps operated by Member to encourage users to install other mobile apps operated by Member. Valuepotion Exchange uses or shares Placements of other Member who also uses Valuepotion to encourage its users to install other Member’s mobile apps reciprocally.
- c) “House Ad Network” shall mean the service by which Client register and display Advertisement campaigns to Client Services. In the event that Client uses House Ad Network to advertise in Client Services, Service Fee will be calculated based on impression.
- d) “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 application(s).
- e) “Network Promotion” shall mean the service by which Client advertise its Client Services through “Ad Network.”
- “Placement(s)” shall mean the location(s) in Member’s mobile 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.
- “Member” shall mean the user who enters into valuepotion service agreement with Company pursuant to this Terms of Service and uses the Valuepotion provided by Company.
- “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 app and “DAU” and “MAU” of specific mobile app are decided based on the numbers calculated through Valuepotion.
- “Material(s)” shall mean images, videos and other rich media to be used for Marketing Service and Ad(s).
- “Advertiser” shall mean company which requests to run ad(s) through Valuepotion pursuant to the procedure set by Company.
- “Ad Revenue” shall mean the advertising net revenue accured in Ad Network by displaying advertisements of Advertiser or advertisement supplier which is in a partnership with Valuepotion in the Placement(s) after deducting all operational expenses for running ads.
- “Revenue Share Rate” shall mean certain ratio of Ad Revenue to share and divide Ad Revenue between Company and Member.
- “Member Share” shall mean the specific amount of Ad Revenue which Company shall pay Member based on Revenue Share Rate.
Article 2 (Notification and Amendment of the Terms of Service)
- Company 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. Company 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.
- In the event Company amends the Terms of Service, Company 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.
- When giving notice to Member pursuant to the above Section (2), Company will clearly inform that the Amended Terms will be deemed to have been approved by Member if Member does not provide Company 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 Company, Company 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)
- Service Use Agreement will be entered into through the following process: (a) agreement to the Terms of Service by applicant; (b) Member application; (c) Company’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.
- 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 Company on the Site and press “Apply” or “Confirmation” button to finish your Member application process.
- Service Use Agreement will be effective upon Company’s approval to Member application. After applicant completes its Member application by inputting the necessary information, Company 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.
- 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 Company.
- Company 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 Company determines that there are technical issues in providing Service; or
- c) where Company deems it necessary for financial or technical reasons affecting Company.
- Company 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 Company after submitting Member application form;
- c) where Company 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 Company had previously terminated its Service Use Agreement with such Member and such Member has reapplied.
Article 4 (Responsibility to Manage Member ID)
- 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 Company will be responsible for such loss, liability or damage if they result from the negligence or willful misconduct of Company.
- If Member becomes aware that its Member ID, password and any of its other information provided to Company has been stolen or misappropriated by a third party, Member must immediately take necessary measures such as changing its password and provide Company with notice thereof and must comply with subsequent instructions of Company.
Article 5 (Collection of Personal Information)
Article 6 (Changes to Member Information)
- You may check and change your Member information on the Site whenever needed except for the change of Member ID.
- 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, Company 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)
- Member can use Service immediately after Company 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.
- 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 Company. Company may suspend Service temporarily for regular inspection after posting notification on the Site and when urgent inspection needed Company 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)
- Company 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 Company. In such case, Company will not provide any compensation to Member unless applicable laws stipulate otherwise.
- In the case of above section, Company 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)
- In principle, Company 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.
- Notwithstanding the above section, when giving notice to unspecified Members with respect to use of Service, Company 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, Company will send notification e-mail to the registered e-mail address of each Member and if Member has provided its cell phone number to Company notify via SMS or call.
- With the consent of Member, Company may transmit information relating to Service via e-mail to smoothly provide Service.
- Company 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)
- Company 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 Company determines that it is inappropriate to continue to provide Service due to other significant reasons.
- In the event Company restricts the use of Service or discontinues Service pursuant to Section (1) above, Company will notify Member the reason for such action and the duration thereof.
Article 11 (Obligations of Company)
- Company 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.
- Company 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 Company.
Article 12 (Obligations of Member)
- 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 Company’s or any third party’s intellectual property rights including but not limited to any patent, trademark, trade secret, or copyright;
- d) Damaging Company 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 Company 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 Company’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 Company; 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.
- In the event Member engages in any of the acts set forth above in Section (1) of this Article 12, Company may: (a) restrict such Member’s use of Service or unilaterally terminate the Service Use Agreement with such Member without obtaining its consent. Company also may eliminate any data related to such Member and Company 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, Company will not refund any charged service fee paid by such Member and give Member Share accumulated for the Member.
Article 13 (Service Fee)
- With regard to the service fee of Analyzing Service, Company will calculate the service fee based on the total MAU of last month of Member’s mobile app(s) registered to Valuepotion as set forth in the Valuepotion Service Fee Policy(the “Fee Policy”) If Member starts using the aforementioned services of this Section in the middle of a month, Company will charge the service fee based on the total MAU of last month of Member’s mobile app(s) registered to Valuepotion calculated from the start date of using the services to the last date of that month.
- With regard to the service fee of Cross Promotion and Valuepotion Exchange Service, Company will calculate the service fee monthly in accordance with the Fee Policy. The service fee of Network Promotion 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.
- With regard to the service fee of “House Ad Network” service, Company will charge the service fee based on total impression of the campaign registered in “House Ad Network” per month.
- Total amount of fee for push notification will be calculated monthly as set forth in the Fee Policy. Push notification means the notification which Valuepotion sends to Member’s mobile app users by app push.
- More details of service fee mentioned above in the Section (1) to (3) of this Article 13 will be provided in the Fee Policy. Company will inform and provide the content of Fee Policy to Member separately.
- 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.
- 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.
- Company 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 Company.
Article 14 (Payment of Service Fee)
- Company will calculate the total amount of monthly service fee including the cost of push notification, Cross Promotion, Valuepotion Exchange 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 twenty (20) days from each invoice date.
- If the revenue amount generated through “Ad Network” exceeds the amount of Analyzing service fee, Company will not charge the Analyzing service fee.
- Payments may be made via (A) electronic wire transfer to a bank account designated by Company, (B) credit card of Member.
- 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.
- In the case of Section 15.3 above, Company 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 Company will not be liable for any damages of Member arising from this case.
- Company 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 15 (Ad Network)
- In regards to Ad Revenue accrued in the Ad Network, Company will divide up the amount of Ad Revenue into Member Share by applying certain Revenue Share Rate.
- Company 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.
- Company 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.
- Company 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.
- 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.
- If there has been certain amount generated by any fraudulent actions, Company, 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 Company’s request, Member must return the amount to the bank account designated by Company within thirty (30) days from the request date.
- Member Share starts to be calculated and saved from the date when ad(s) are displayed in Placement(s) of the mobile apps owned or operated by Member through Ad Network; provided, however, that app test period shall not be included.
- 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.
- If Member fails to receive Member Share due to misinformation of registered bank account, it is solely Member’s responsibility and Company shall not be liable for the nonpayment.
- For the purpose of delivering ads to mobile apps owned or managed by Member, Company may provide operating software information, URL, name, and category of the mobile apps to ad supplier(s) in a partnership with Company.
- When needed, in regards to Ad Revenue share and related payment procedure, Company and Member may enter into separate written agreement. In this case, the sepearte written agreement will take precedence over this Terms of Service.
Article 16 (Termination of Service Use Agreement)
- 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 Company.
- In the event Member breaches its obligations of Article 12 above, Company may unilaterally terminate Service Use Agreement, and if such breaches of Member cause any damages to the operation of the Service, Company may seek legal action, whether civil or criminal, against such Member.
Article 17 (SDK License)
- Company solely and exclusively owns title and intellectual property rights of SDK provided by Company to Member.
- Company 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.
- SDK may be downloaded from the Site or specific URL provided by Company.
Article 18 (Protection of Intellectual Property)
- 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.
- The ownership, copyright and any other intellectual property rights of Valuepotion shall be the sole and exclusive property of Company. Nothing in this Agreement shall be deemed or construed as an assignment or grant of license by Company to Member of any of its intellectual property rights.
- 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 Company related to, without limitation, Valuepotion technology, content, data, routines, algorithms, methods, user interface techniques, software, materials, and documentation.
- 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 Company’s intellectual property rights on Valuepotion.
- 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 email@example.com 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.
Article 19 (Usage of logo, trademark, and data)
Company 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 20 (Assignment)
Member may not assign, transfer, or offer as the subject of a pledge its right to use Service.
Article 21 (Indemnification)
- If Company is unable to provide Service due to any of the following events, Company 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 Company and is beyond its control;
- b) Where a third party contractor, with whom Company 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 Company.
- Company 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, Company 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 22 (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 Company 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 23 (Contact Information)
If you have any comments, questions, or complaints regarding Terms of Service or Service, or wish to report any violation of this Terms of Service, please contact us to firstname.lastname@example.org. Company will address any issue to the best of our abilities as soon as possible.
Supplementary Provision (June 1st, 2015)
This Terms of Service shall take effect as of 1st day of June, 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.