Ad-Virtua Terms of Use

This document is an English translation of an original document in Japanese. If there is any discrepancy between this translation and the original document, the latter shall prevail legally.

These terms and conditions (hereinafter referred to as "Terms") set forth the necessary matters regarding the rights and obligations between Ad-Virtua, Inc. (hereinafter referred to as "the Company"), advertisers, and metaverse operators concerning the metaverse advertising distribution service "Ad-Virtua" (hereinafter referred to as "the Service") provided by the Company. Advertisers and metaverse operators must agree to these Terms in advance when using the Service.

1. General Provisions

Article 1: Definitions

Clause 1: Definition of Terms

In these Terms, the following terms shall have the meanings set forth below:

"Metaverse" refers to a three-dimensional virtual space constructed electronically.
"Advertiser" refers to a business entity that places advertisements using the Service.
"Metaverse Operator" refers to a business entity that provides a platform within the metaverse for placing advertisements using the Service.
"User" collectively refers to Advertisers and Metaverse Operators.
"Advertising Playback Asset" refers to the asset that displays advertisements within the metaverse using the ID issued by the Company.
"Points" refer to the units specified by the Company used for the payment of advertising fees from Advertisers to the Company and the payment of performance rewards from the Company to Metaverse Operators.

Clause 2: Other Terms

The definitions of terms used in these Terms shall follow the definitions provided by the laws effective on the publication date of these Terms and the usual commercial practices, unless otherwise specified. However, different interpretations are not precluded when the context requires.

Article 2: Purpose

Clause 1: Scope of Application

These Terms apply to all transactions between the Company and Users related to the use of the Service, unless otherwise specified.

Clause 2: Individual Provisions

In addition to these Terms, if there are terms, individual conditions, consents, disclaimers, prohibitions, privacy policies, or other regulations separately published on the Service, they shall constitute a part of these Terms and apply to Users as one integrated agreement. However, if there is any contradiction between these Terms and such regulations, the relevant regulation shall prevail over these Terms regarding the specific matter.

Article 3: Changes to the Terms

Clause 1: Modification of Terms

The Company may change these Terms at any time without prior approval from Users if there is a necessity for the change and the new content is reasonable, aiming to maintain or improve the quality of the Service. If there is any change to these Terms, it shall be deemed that Users have agreed to the changed content unless they immediately object to the changes.

Clause 2: Publication of Changes

When the Company changes these Terms, it shall announce the changes, the content of the changed Terms, and the effective date on the Service. Except in cases of emergencies or unavoidable circumstances, the Company shall notify Users in advance with a reasonable period. If there is no sufficient period from the announcement to the effective date, the changes will automatically become effective upon the lapse of the period.

Article 4: Communication and Notification

Clause 1: Communication and Notification

Users shall communicate and notify the Company by the method specified by the Company. However, the Company may substitute individual notifications to Users with announcements on the Service.

Clause 2: Deemed Arrival

If the Company communicates or notifies Users at the contact information provided by Users, such communication or notification shall be deemed to have arrived at the usual time of arrival, regardless of whether the User actually received it.

Clause 3: Non-Arrival and Delays

The Company shall not be responsible for any damages caused by non-arrival or delays in communications or notifications from the Company to Users unless attributable to the Company's negligence.

2. Membership Registration

Article 5: Membership Registration

The Service operates on a membership basis. Businesses wishing to become Metaverse Operators or place advertisements must complete the prescribed membership registration, agree to these Terms in advance, apply for membership registration from the Company's website, and receive the necessary authentication information from the Company to use the Service.

Article 6: Accuracy of Registration Information

Users shall provide true, accurate, and up-to-date information to the Company at the time of membership registration. If there are any changes to the registration information, Users shall promptly notify the Company of the changes by the prescribed method. The Company shall not be responsible for any damages caused by failure to notify or by registering false or inaccurate information.

Article 7: Rejection or Suspension of Registration

The Company may refuse or temporarily suspend the registration of Users if any of the following applies or is deemed to apply. The Company is not required to disclose the reasons for rejection or suspension.

Past or potential violations of these Terms
Violations of terms of services provided by the Company other than the Service
Sanctions from regulatory authorities or industry organizations
False, incorrect, or incomplete information provided to the Company
Impersonation or attempted impersonation of third parties
Attempted registration by methods other than the prescribed method
Lack of valid consent or proxy in cases requiring consent or proxy
Suspected violations related to the exclusion of antisocial forces
Any other cases deemed inappropriate by the Company

Article 8: Account Management

Clause 1: Management of Registration Information

Users shall properly manage the authentication information received from the Company to certify their membership qualifications, or the authentication information necessary for using external services linked with the Service, ensuring that it is not lost or leaked.

Clause 2: Account Ownership

Users can register only one account per person. The membership qualifications of the Service shall not be transferred, lent, or used as collateral without prior approval from the Company.

Article 9: Loss or Leakage of Authentication Information

Users shall promptly report to the Company in case of loss or leakage of authentication information, or if there is a risk of such an event, and request the suspension, interruption, reissuance, or other necessary measures regarding the membership qualifications. The Company shall not be responsible for any damages caused by the unauthorized use of such information unless attributable to the Company's negligence.

3. Terms of Use

Article 10: Usage Environment

Clause 1: Construction of Usage Environment

Users shall prepare the necessary communication devices, operating systems, browsers, internet connections, and other usage and communication environments at their own expense to connect to the Company's website. The Company shall not be responsible for any damages caused by operational or communication failures related to the usage or communication environment constructed by Users unless attributable to the Company's negligence.

Clause 2: Security

Users shall ensure the security of their connection to the Company's website by updating antivirus software, operating systems, browsers, etc., to the latest state and using encrypted communication environments to prevent unauthorized attacks or intrusions by third parties. The Company shall not be responsible for any damages caused by security defects unless attributable to the Company's negligence.

Article 11: Temporary Suspension of the Service

The Company may temporarily suspend the provision of all or part of the Service in the following cases. If it is not urgent and significantly impacts the use of the Service by Users, the Company shall notify Users in advance.

Maintenance, repair, or servicing of systems necessary for the operation of the Service
Fires, power outages, large-scale communication failures, wars, internal conflicts, war-like situations, or other reasons making the provision of the Service impossible or extremely difficult
Legislative changes, administrative orders, or judicial decisions requiring temporary suspension of the Service
Necessary countermeasures against security vulnerabilities that cannot be addressed through regular maintenance
Temporary suspension for improvements to maintain or enhance the quality of the Service
Other cases deemed necessary for temporary suspension by the Company

Article 12: Prohibited Acts

Clause 1: Prohibition of Source Code Modification

The Company prohibits Metaverse Operators from modifying the source code of advertising playback assets or other programs provided by the Company without prior approval. If Metaverse Operators violate this clause, the Company is not required to pay performance rewards to the relevant Metaverse Operator, and such rewards shall be nullified.

Clause 2: Other Prohibited Acts

Users are prohibited from engaging in the following acts related to the use of the Service:

Acts violating laws, public order, and morals, or these Terms
Acts violating internal regulations of industry organizations the Company or Users belong to
Use of malicious programs or unauthorized intrusion or attacks on the Company's or third-party computers related to the Service
Infringement of intellectual property rights or business secrets of third parties or the Company
Impersonation or misrepresentation of identity to third parties
Intentional registration of false information for improper purposes
Defamation or damage to the reputation of specific individuals, corporations, or organizations
Solicitation of other Users to specific political, social, or religious organizations
Excessive inquiries or long phone calls disrupting the Company's operations
Acts hindering the smooth execution of the Company's operations or causing inconvenience to other Users
Acts equivalent to the above or aiding and abetting such acts
Other acts deemed inappropriate by the Company

If such acts are recognized, the Company may take measures prescribed in these Terms, seek an injunction, and pursue civil or criminal claims.

Article 13: Measures Against Violations

Clause 1: Suspension of Membership Qualifications

If Users violate or are deemed to violate any of the prohibited acts in the previous article, the Company may cancel or temporarily suspend the membership qualifications of the relevant User. The Company is not required to disclose the reasons or the applicable relationships to the relevant User.

Clause 2: Suspension of Advertisement Submission

The Company may suspend the submission of advertisement content if it violates or is deemed to violate any of the prohibited acts in the previous article or Article 20 (Ad Review). The Company is not required to disclose the reasons or the applicable relationships to the relevant User.

Clause 3: Request for Correction

If Users violate or are deemed to violate any of the prohibited acts in the previous article, the Company may request the relevant User to take necessary measures for correction and prevention. Users must cooperate promptly. However, the Company is not required to make a request for correction in advance when taking measures under the previous two clauses.

Article 14: Disclaimer

Clause 1: Non-Exercise of Authority

The Company shall not be obligated to exercise the authority and rights it can exercise against Users based on these Terms, except as required by law, and shall not be responsible for any damages caused by non-exercise of such authority.

Clause 2: Force Majeure

The Company shall not be responsible for any delays or non-performance caused by force majeure, such as natural disasters, wars, internal conflicts, strikes, legislative changes, large-scale communication failures, epidemics, hyperinflation, or other reasons beyond its control.

Clause 3: No Warranty of Functionality

The Company does not guarantee that there will be no defects, malfunctions, errors, bugs, or specification defects in the Service's specifications and operations, nor does it guarantee reliability, accuracy, completeness, effectiveness, or availability. The Company is not responsible for any damages caused by such issues.

Clause 4: Other Disclaimer Grounds

The Company shall be exempt from all damages caused to Users due to the following reasons unless attributable to the Company's negligence:

Damages caused by changes to these Terms by the prescribed method
Damages caused by temporary suspension of the Service
Damages caused by loss or leakage of authentication information
Disputes arising between Advertisers and third parties concerning provided content
Damages caused to Metaverse Operators due to specifications or defects of advertising playback assets
Damages caused to Users due to measures taken by the Company based on these Terms

4. Provision of Advertising Playback Locations

Article 15: Review of Advertising Playback Locations

When the Company receives an application from Metaverse Operators regarding the installation of advertising playback assets, it shall promptly review the application. The applicant shall provide the necessary information for the review if requested by the Company. Upon completion of the review, the Company shall notify the applicant of approval or disapproval. The Company is not obligated to disclose reasons in case of disapproval.

Article 16: Installation of Advertising Playback Assets

The Company shall issue identification information for the approved advertising playback location to Metaverse Operators who have passed the review. The Metaverse Operators shall install the advertising playback assets at their own responsibility and expense. The Company may provide the prescribed support to the Metaverse Operators, including the issuance of manuals.

Article 17: Use of Identification Information

Clause 1: Prohibition of Deletion or Modification

Metaverse Operators shall not change or delete the installation location of advertising playback assets without prior consent from the Company. If significant modifications affecting visibility, viewing frequency, or viewer attributes are made, the Company must be notified, and necessary adjustments discussed in advance.

Clause 2: Prohibition of Repurposing

Metaverse Operators may use the identification information for advertising playback assets only at the designated advertising playback locations. Using such information for other assets within the same metaverse or different metaverses is prohibited.

Article 18: Rewards

Metaverse Operators shall earn points corresponding to the performance rewards determined by the Company based on the number of video plays or other criteria for advertising playback assets. Payment in methods other than points is not permitted.

Article 19: Automatic Acquisition of Metaverse User Information

The Company may automatically acquire information about third-party users of the metaverse (hereinafter referred to as "Metaverse Users") using advertising playback assets, such as operating systems, browsers, monitors, and devices, to maintain communication between the advertising playback assets and the Company’s server. Metaverse Operators shall consent in advance to such automatic acquisition by the Company and take necessary measures at their own responsibility.

5. Advertisement Submission

Article 20: Submission of Advertisements

Advertisers shall upload the content they wish to display (hereinafter referred to as "Advertisement Content") to the Company's website in the prescribed format. Advertisers shall apply for review of the Advertisement Content, which the Company will review for content and format compliance.

Article 21: Review of Advertisements

Advertisement Content can be published only after passing the Company's review. The Company may disapprove the Advertisement Content if it falls under or is deemed to fall under any of the following:

Expressions infringing on third-party intellectual property rights
Expressions unlawfully disclosing or using third-party business secrets
Expressions containing personal information or privacy of specific living individuals
Expressions infringing on the portrait rights of specific individuals
Offensive or discriminatory content against specific races, creeds, genders, social statuses, etc.
Excessively cruel, violent, or containing child abuse
Excessively obscene or indecent expressions
Expressions promoting, encouraging, or aiding the use of illegal drugs
Expressions inciting, encouraging, or aiding illegal or criminal acts
Other expressions deemed inappropriate by the Company

The Company is not obligated to disclose the reasons for disapproval, and even if approved, the Company reserves the right to claim damages from the Advertiser for any loss suffered due to violations of the above criteria.

Article 22: Commissioning Advertisement Production

Advertisers may commission the Company to produce Advertisement Content upon agreement. The fees and other terms will be individually contracted through mutual discussions.

Article 23: Advertisement Submission

Advertisers must purchase points in advance and create campaigns to use the Service. The Company will display the Advertisement Content according to the campaign content within the purchased points (points are consumed based on the play rate of the advertisement playback assets). The metaverse and advertising playback assets where the Advertisement Content is played will be determined at the Company's discretion.

6. Points

Article 24: Withdrawal Application

Users can apply for the withdrawal of points obtained as performance rewards or purchased points if they exceed the Company's specified amount. The amount equivalent to the points minus the Company's specified fees can be withdrawn through an application from the Company’s website.

Article 25: Withdrawal

Upon receiving a withdrawal application, the Company shall pay the User the amount equivalent to the points subject to the withdrawal application on the next scheduled payment date, transferring the funds to the bank account specified by the User (transfer fees are borne by the Company).

Article 26: Prohibition of Assignment of Rights and Obligations

Users shall not transfer, assign, or use as collateral the points they possess to third parties without prior approval from the Company.

7. Intellectual Property Rights

Article 27: Ownership of Intellectual Property Rights

Clause 1: Ownership of Intellectual Property Rights

All intellectual property rights related to the content (hereinafter referred to as "Content") that can be viewed or obtained through the Service, including copyrights, patent rights, trademarks, design rights, layout rights, know-how, programs, and trade secrets, belong to the Company or the rights holders. The use of the Service does not change the ownership of these rights.

Clause 2: Prohibition of Infringement of Rights

Users shall not reproduce, transfer, adapt, publicly transmit, make available for transmission, reverse engineer, decompile, or disassemble the Company's copyrighted works, trade names, trademarks, designs, or other intellectual property without prior approval from the Company.

Article 28: Representation and Warranty

Advertisers warrant to the Company that the Advertisement Content does not infringe on any third-party industrial property rights, copyrights, moral rights, layout rights, or trade secrets. Advertisers are responsible for resolving any disputes concerning the intellectual property rights of the Advertisement Content and compensating the Company for any damages suffered.

Article 29: Granting of Intellectual Property Rights

Clause 1: Grant of Trademark Rights

Advertisers grant the Company a non-exclusive, regular license to use trademarks included in Advertisement Content for affiliate purposes through the Service. The Company shall not use the trademarks for other purposes and shall not modify them without prior approval, except for technical issues related to displaying advertisements.

Clause 2: Grant of Copyrights

Advertisers grant the Company a non-exclusive license to reproduce, make available for transmission, and publicly transmit all intellectual property rights included in the submitted advertisements for the duration of the Service usage. This includes the right to sublicense to Metaverse Operators. The Company may modify the content as necessary for the intended use. Advertisers shall not exercise moral rights against the Company or Metaverse Operators.

8. General Provisions

Article 30: Prohibition of Transfer of Rights and Obligations

Users shall not transfer, assign, or use as collateral their status as a party to these Terms, their rights and obligations arising from these Terms, or their membership qualifications without prior approval from the Company.

Article 31: Transfer of Rights and Obligations

The Company may transfer its contractual position and all or part of its rights and obligations arising from these Terms to the assignee of the business related to the Service without requiring Users' consent.

Article 32: Subcontracting

The Company may subcontract all or part of the operations related to the Service to third parties. In such cases, the Company shall appropriately manage and supervise the subcontractors.

Article 33: Exclusion of Antisocial Forces

Clause 1: Representation and Warranty

Users represent and warrant the following concerning the use of the Service. If Users violate this clause, the Company may immediately terminate the membership qualifications and all contractual relationships with the User.

Users are not members of antisocial forces, including gangs, gang-affiliated companies, or corporate racketeers.
Users are not members or stakeholders of antisocial forces.
Users do not engage in threatening behavior or use of violence.
Users do not engage in fraudulent or forceful disruption of operations.
Users do not damage the Company's reputation.
Users do not engage in acts equivalent to ③ to ⑤ or assist and encourage such acts.

Clause 2: Measures Against Violations

Users cannot claim compensation for damages arising from termination due to violations of the previous clause. However, the Company reserves the right to claim damages from the relevant User.

Article 34: Compensation for Damages

Users shall compensate the Company for any damages caused by violating these Terms, including special damages, lost profits, and attorney's fees.

Article 35: Entire Agreement

These Terms constitute the entire agreement between the Company and Users regarding the Service. Any prior agreements, consents, or understandings, unless otherwise agreed in writing by both parties, are superseded by these Terms.

Article 36: Severability

If any provision of these Terms or a part thereof is deemed invalid or unenforceable, the remaining provisions and parts of the invalid or unenforceable provisions shall remain fully effective.

Article 37: Governing Law

These Terms are governed by the laws of Japan. If these Terms are translated into other languages, the Japanese text shall prevail.

Article 38: Good Faith Negotiations

Any matters not stipulated in these Terms or any doubts arising regarding these Terms shall be resolved through good faith negotiations between the Company and Users.

Article 39: Supplementary Provisions

These Terms shall be effective from January 5, 2023.

Established on January 5, 2023