Home GREE Developer Agreement

GREE Developer Agreement

(Last Modified On: March 31, 2014)

Individuals of legal age and companies duly established under the laws of their respective countries may obtain the right to use certain development tools and services of GREE, Inc. and its subsidiaries pursuant to the terms and conditions of this GREE Developer Agreement (this “Agreement”). Such development tools and services (the “GREE Developer Services”) may include: (1) billing management services within Apps (as hereinafter defined), (2) Item (as hereinafter defined) and reseller services, (3) GREE Platform SDKs, (4) APIs; (5) development and operation environments, and (6) information regarding the development and delivery of Apps for the GREE social networking service (the “GREE SNS”).

The GREE Developer Services are owned and operated by Company (as hereinafter defined) and made available to Developer (as hereinafter defined) through the Developer Center (as hereinafter defined). This Agreement sets forth terms and conditions that govern (1) the use of the GREE Developer Services by Developer, including, without limitation, the terms and conditions relating to registration, development, release, inspection, and distribution of Apps, and (2) the GREE Developer Services available to Developer from the GREE SNS for a fee.

This Agreement is comprised of the following Articles and Appendices:

IT IS IMPORTANT THAT DEVELOPER CAREFULLY READS AND UNDERSTANDS THIS AGREEMENT. BY REGISTERING WITH COMPANY AS A DEVELOPER, DEVELOPER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT REGISTER AS DEVELOPER. ALSO, IF YOU DO NOT HAVE AUTHORITY TO BIND THE ENTITY WHO YOU ARE REGISTERING AS A DEVELOPER, YOU MAY NOT COMPLETE THE GREE DEVELOPER REGISTRATION PROCESS FOR SUCH ENTITY.

ARTICLE 1: Definitions

  1. 1.1
    “Ad Space” means any space on any media where an advertisement can be displayed.
  2. 1.2
    “Advertisement” means advertisements received from the Developers who participates in the GREE Ads Service (as defined in Section 2.7).
  3. 1.3
    “Advertiser” means a company that has registered with GREE to purchase Ad Space through the GREE Ads Service.
  4. 1.4
    “Android App” means an Android Native App or Android WebView App.
  5. 1.5
    “Android Billing App” means an Android App through which GREE Users may purchase Items from Company using J-Coins and G-Coins.
  6. 1.6
    “Android Billing Native App” means an Android Billing App which is an Android Native App.
  7. 1.7
    “Android Billing WebView App” means an Android Billing App which is an Android WebView App.
  8. 1.8
    “Android Native App” means an App developed using the GREE Platform Android SDK which can be used on an Android device without a web browser.
  9. 1.9
    “Android WebView App” means an App developed using the GREE WebView App SDK which can be used on a web browser after being downloaded from any Market.
  10. 1.10
    “App” means any game, application or other digital content created by Developer using the GREE Developer Services, including, but not limited to, Billing Apps, Non-Billing Apps, Android Apps, iOS Apps, Web Apps, and WebView Apps.
  11. 1.11
    “App-G Currency” means a unit of virtual currency that is issued by the Developer and purchased by GREE Users recognized by the Company as residing outside of Japan. GREE Users can electronically and exclusively redeem App-G-Currency for Items provided within iOS Billing Apps.
  12. 1.12
    “App-G Currency Purchase Amount” means the amount of App-Specific Currency purchased by GREE Users outside of Japan exclusively for iOS Billing Apps (including any amounts that have been purchased but not spent).
  13. 1.13
    “App ID” means the number assigned by Company during registration of an App to uniquely identify such App.
  14. 1.14
    “App-J Currency” means a unit of virtual currency that is issued by the Developer and purchased by GREE Users recognized by the Company as residing in Japan. GREE Users can electronically and exclusively redeem App-J-Currency for Items provided within iOS Billing Apps.
  15. 1.15
    “App-J Currency Purchase Amount” means the amount of App-Specific Currency purchased by GREE Users located in Japan exclusively for iOS Billing Apps (including any amounts that have been purchased but not spent).
  16. 1.16
    “App Portal” means a web page that can be viewed by a User accessing the GREE Platform which identifies Apps available on the GREE Platform.
  17. 1.17
    “Apple” means Apple Inc. and any affiliates of Apple Inc. operating the App Store.
  18. 1.18
    “App Store” means the online store operated by Apple where Apps operated on iOS can be downloaded and/or purchased.
  19. 1.19
    “App Store ToS” means the terms and conditions applicable to application developers publishing or distributing applications through the App Store.
  20. 1.20
    “Applicable Laws” shall collectively mean all applicable foreign, federal, state and local laws, statutes, regulations, ordinances, rules, orders and decrees.
  21. 1.21
    “App-Specific Currency” means App-J Currency and App-G Currency.
  22. 1.22
    “Benchmark Currency” means the currency, either Japanese Yen or US Dollars, used for calculating the Developer Allocation and Company Allocation.
  23. 1.23
    “Billing App” means an App through which a GREE User may purchase Items using virtual currency.
  24. 1.24
    “Billing Service” means that portion of the GREE Developer Services that performs billing and settlement services and which is paid for by Developer after it has distributed an App. The Billing Service does not include any feature or functionality provided through the Developer Center prior to Developer’s distribution of an App, such as the GREE Platform SDK, which are provided to Developer free of charge.
  25. 1.25
    “Company” means GREE, Inc., including its subsidiaries.
  26. 1.26
    “Company Allocation” means the proportional amount of revenue allocated to Company pursuant to Appendix II, as compensation for the Billing Service.
  27. 1.27
    “Consumption” means when a GREE User actually spends J-Coins or G-Coins on an Item. The Developer Allocation shall be calculated based when a GREE User actually spends such J-Coins or G-Coins.
  28. 1.28
    “Conversion Rate” means the rate Company uses to calculate currency conversions, based on a standard bank rate selected by Company in its sole discretion on a quarterly basis.
  29. 1.29
    “Developer” means the individual or company that has registered as a developer pursuant to this Agreement.
  30. 1.30
    “Developer Allocation” means the proportional amount of revenue allocated to Developer pursuant to the designated formula proscribed in Appendix II.
  31. 1.31
    “Developer Center” means the point of contact and provision-of-service location for Developer where Developer may obtain (a) the software tools and programs to used develop Apps, including the GREE Platform SDK and the operating environment for the Apps, (b) information related to App development, and (c) Billing Service information.
  32. 1.32
    “Error” means, with respect to an App: (a) the failure of such App to conform to the written specifications and/or documentation therefor; (b) the repeated failure of the App to install correctly or to perform without interruption, loss of data or erroneous output; (c) any misspelled or incorrect text, screens, messages or commands; or (d) the incorporation of any viruses or other routines or features that are not part of the proper execution of the App.
  33. 1.33
    “EULA” means the end user license agreement entered into by Developer and a GREE User that sets forth the terms and conditions governing use of an App developed by such Developer.
  34. 1.34
    “G-Coin” means a unit of GREE Virtual Currency that is issued by the Company and purchased by GREE Users recognized by the Company as residing outside of Japan. GREE Users can electronically redeem G-Coins with Company for Items provided within Billing Apps.
  35. 1.35
    “G-Coin Consumption Amount” means the amount spent by a GREE User using G-Coins on Android Billing Apps or Web Billing Apps.
  36. 1.36
    “Google” means Google, Inc. or any affiliate of Google, Inc. operating Google Play.
  37. 1.37
    “Google Play” means the online store operated by Google where application developers can publish and distribute applications that operate on the Android operating system.
  38. 1.38
    “Google Play ToS” means the terms and conditions applicable to application developers publishing or distributing applications on Google Play.
  39. 1.39
    “GREE Platform” means the platform provided by GREE that allows Developer to provide social gaming functionality for its Apps to GREE Users.
  40. 1.40
    “GREE Platform Android SDK” means the software development kit provided by GREE for the creation of Android Native Apps, including any relevant technical information, and updates thereto provided by GREE.
  41. 1.41
    “GREE Platform iOS SDK” means the software development kit provided by GREE for the creation of iOS Native Apps, including any relevant technical information, and updates thereto provided by GREE.
  42. 1.42
    “GREE Platform SDK” means the GREE Platform Android SDK, the GREE Platform iOS SDK, and the GREE WebView App SDK and any other software development kit added to the GREE Platform during the term of this Agreement.
  43. 1.43
    “GREE Platform WebView App SDK” means the software development kit provided by GREE for the creation of WebView Apps, including any relevant technical information, and updates thereto provided by GREE.
  44. 1.44
    “GREE Terms of Use” means the terms and conditions specified by GREE for use by GREE Users of the GREE SNS and the GREE Platform.
  45. 1.45
    “GREE User” means an individual who has registered as a user of the GREE SNS, excluding any user who is not a human being, such as companies or virtual characters.
  46. 1.46
    “GREE Virtual Currency” means J-Coins and G-Coins.
  47. 1.47
    “IAB” means In-App Billing, a Google Play service provided by Google that enables billing within Android Apps.
  48. 1.48
    “IAP” means In-App Purchase, a service provided by Apple that enables billing within iOS Apps.
  49. 1.49
    “iOS App” means any iOS Native App or iOS WebView App.
  50. 1.50
    “iOS Billing App” means an iOS Native App or an iOS WebView App through which GREE Users may purchase Items from Developer using App-J-Coins or App-G-Coins, as applicable.
  51. 1.51
    “iOS Billing Native App” means an iOS Billing App which is an iOS Native App.
  52. 1.52
    “iOS Billing WebView App” means an iOS Billing App which is an iOS WebView App.
  53. 1.53
    “iOS Native App” means any iOS App developed using the GREE Platform iOS SDK which GREE Users can use on an iOS device without a web browser.
  54. 1.54
    “iOS WebView App” means any App developed using the GREE WebView App SDK which GREE Users can use on a web browser after being downloaded from the App Store.
  55. 1.55
    “Item” means a virtual good, point, other item, or other service provided within an App and in accordance with the terms of this Agreement, which can be purchased with GREE Virtual Currency or App-Specific Currency, as applicable.
  56. 1.56
    “J-Coin” means a unit of GREE Virtual Currency that is issued by the Company and purchased by GREE Users recognized by the Company as residing in Japan. GREE Users can electronically redeem J-Coins for Items provided within Android Billing Apps or Web Billing Apps.
  57. 1.57
    “J-Coin Consumption Amount” means the amount spent by GREE Users during the specified period using J-Coins on Android Billing Apps or Web Billing Apps.
  58. 1.58
    “Market” means any online market or store that distributes games, applications, and other digital content which function on the Android OS. Google Play is included within the definition of “Market”.
  59. 1.59
    “Middleware Program” means the software provided by Company to Developer as a tool for development of an App, including any relevant technical information, and updates thereto provided by GREE.
  60. 1.60
    “Native App” means an App which can be used on an Android OS device or iOS device without a web browser.
  61. 1.61
    “Non-Billing App” means an App which does not include functionality to make in-App purchases.
  62. 1.62
    “Paid App” means an App which must be purchased by the GREE User in order to be used.
  63. 1.63
    “Privacy Policy” means Company’s then-current privacy policy located at http://www.gree.co.jp/en/privacy/ or such other site as specified by Company.
  64. 1.64
    “Publisher” means a company that has registered with GREE to sell Ad Space through the GREE Ads Service.
  65. 1.65
    “Purchase” means the purchase by a GREE User of App-Specific Currency. The iOS portion of the Developer Allocation shall be calculated when a GREE User’s Purchase is completed.
  66. 1.66
    “Software Program” means the software programs made available to Developer by Company for the development, distribution and management of Apps. The Software Programs include, but are not limited to, the GREE Platform Android SDK, the GREE Platform iOS SDK, the GREE WebView App SDK and Middleware Program.
  67. 1.67
    “Vendor Charges” has the meaning set forth in Appendix II.
  68. 1.68
    “Web App” means an App which can be used on a web browser without being downloaded.
  69. 1.69
    “Web Billing App” means a Web App on which a GREE User may purchase Items using GREE Virtual Currency.
  70. 1.70
    “WebView App” means an App developed using the GREE Platform WebView App SDK, which can be used on a web browser after being downloaded from any Market or the App Store.

ARTICLE 2: Access to and Use of GREE Developer Services

  1. 2.1 Objective
  2. This Article 2 describes the provisions governing Developer’s access to and use of the Developer Center and the GREE Developer Services.
  3. 2.2 Registration
    1. 2.2.1
      To access and use the GREE Developer Services, all individuals, who must be of legal age, and all entities must register as a Developer by (i) agreeing to this Agreement, and (ii) confirming the required information at the Developer Center. Following registration, such individual or entity will be considered a Developer under this Agreement. All Developers may develop Apps and distribute Non-Billing Apps, in either case, excluding Advertisements, without entering further information at the Developer Center.
    2. 2.2.2
      When registering, Developer agrees to provide accurate, current and complete information as prompted by the Developer Registration Form. In addition, Developer shall maintain and promptly update such information as necessary from time to time to keep it accurate, current and complete.
    3. 2.2.3
      If Developer intends to develop and distribute Billing Apps and/or Apps that include Advertisements, Developer shall complete and submit such additional information as Company specifies in the Developer Center. Billing Apps and/or Apps that include Advertisements may only be developed by a Developer that is a company and not by a Developer that is an individual.
  4. 2.3 Release of Apps
  5. Developer shall comply with the terms and conditions set forth in Article 3 of this Agreement in connection with the development, distribution and maintenance of Apps.
  6. 2.4 Inspection of Apps
    1. 2.4.1
      Company may, in its sole discretion, inspect any Apps even if such Apps have not been released, if such Apps are available.
    2. 2.4.2
      If Company discovers as a result of any such inspection or otherwise that an App does not comply with any of the terms and/or conditions of this Agreement, Company may, in addition to any other remedy available to Company: (1) require Developer to remove any or all of the functionality of the App that violates this Agreement; (2) terminate access to and use of such APP on the GREE SNS; and/or (3) terminate this Agreement.
  7. 2.5 Charges for Services
  8. Subject to the terms and conditions of this Agreement, Developer may use, without charge by Company, (a) the SDKs provided through the Developer Center; (b) all programs provided through the Developer Center, including the operating environment; and (c) all other information available therein. Notwithstanding the foregoing, if Developer distributes any Billing Apps, Company shall charge Developer for use of the foregoing in accordance with the terms of Appendix II.
  9. 2.6 Billing Apps
  10. Subject to the terms and conditions of Article 5 and Appendix II of this Agreement, Developer may develop and distribute Billing Apps.
  11. 2.7 GREE Ads Service
  12. Subject to the GREE Ads Terms and Conditions, Developer may participate in a corporate advertising support service (the “GREE Ads Service”) provided by Company.
    1. 2.7.1
      The GREE Ads Service consists of the following two components: (a) Company sells Ad Space of third parties to Advertisers and (b) Company procures Advertisers for and purchases Ad Space from Publishers. Subject to the GREE Ads Terms and Conditions, Developer may participate in one or both of the foregoing components of the GREE Ads Service.
    2. 2.7.2
      For Apps distributed within Japan, Developer shall offer Ad Space on its Apps only through the GREE Ads Service. For Apps distributed outside of Japan, Developer may offer Ad Space on its Apps through either the GREE Ads Service or through another advertisement service approved in advance by Company.
    3. 2.7.3
      In the event that Developer uses a third party advertisement service with Company’s prior approval, Developer shall comply with the instructions provided by Company. If Company determines that Developer has failed to comply such instructions, Company may suspend and/or terminate access to and use of such App on the GREE SNS.
  13. 2.8 Intellectual Property Rights
    1. 2.8.1
      All right, title and interest in and to the GREE Developer Services, GREE SNS and Developer Center (including, without limitation, any and all development tools, information and other materials provided by Company therein) are the sole and exclusive property of Company, including all patent rights, design rights, trademark rights, trade secret rights, copyrights, copyright adjacent rights, know-how, and any and all other intellectual property and/or proprietary rights worldwide, including, without limitation, in the United States and Japan (including all the rights established in Article 27 and 28 of the Copyright Act of Japan and all additional rights added by future amendments) (collectively, referred to as “Intellectual Property Rights”). Developer will not contest or assist others in contesting the validity of any such right, title or interest. No such right, title or interest is transferred to Developer as a result of this Agreement.
    2. 2.8.2
      Developer hereby grants to Company a worldwide, perpetual, irrevocable (except as otherwise set forth in the last sentence of this paragraph), non-exclusive, sublicensable (through multiple tiers) right to reproduce, publicly display and publicly perform, distribute, create derivative works (to the extent required for the Company to exercise its rights and fulfill its obligations under this Agreement) of and use the materials and information provided to Company by Developer through the Developer Center and/or in connection with the GREE Developer Services, without compensation and for any purpose, including, without limitation, the operation and benefit of the GREE SNS (including, without limitation, the rights to use the materials in advertising and publicity, press releases, information reports, and for any other use), in any medium now known or hereafter developed, and to transfer such materials to third parties. The license granted by Developer under this Section 2.8.2 shall terminate upon the removal of all Apps from the GREE SNS and GREE Platform, provided that, following such removal, GREE shall have a reasonable period of time to cease all existing and contemplated uses of any such the licensed material.
  14. 2.9 ID and Password Management
    1. 2.9.1
      Developer is responsible for managing any user ID or password provided by Company to Developer to access the Developer Center or any portion thereof.
    2. 2.9.2
      Upon first accessing any part of the Developer Center that requires use of a user ID or password, Developer shall create a new password by changing the initial password provided by Company to Developer.
    3. 2.9.3
      Developer shall treat any user ID or password assigned by Company as confidential information and shall not allow the use thereof by third parties. Developer shall not lease, sell, transfer or otherwise provide any such user ID or password to any third party.
    4. 2.9.4
      Developer shall periodically update its password.
    5. 2.9.5
      Developer will be solely responsible for any losses, damages or expenses suffered or incurred by Company or a third party as a result of any unauthorized access to its account as a result of Developer’s failure to keep its user ID and/or password secure.
  15. 2.10 Code of Conduct
  16. When using the Developer Center, Developer shall comply with the following code of conduct (“Code of Conduct”). Developer shall not enter any of the following information in any part of the Developer Center, including as part of an App:
    1. 2.10.1
      content in violation of Applicable Laws;
    2. 2.10.2
      content that encourages crime or other unlawful activity;
    3. 2.10.3
      content that impersonates or harms the reputation or credit of another person;
    4. 2.10.4
      content that is offensive, abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable;
    5. 2.10.5
      content that includes nude images;
    6. 2.10.6
      content that infringes on the Intellectual Property Rights of Company or another third party;
    7. 2.10.7
      content that includes computer viruses;
    8. 2.10.8
      content that requests sexual relations or similar content;
    9. 2.10.9
      content that acts as an intermediary for information relating to sexual relations;
    10. 2.10.10
      except as otherwise approved by GREE or provided in this Agreement, links to URLs for Internet sites other than Internet sites approved by Company;
    11. 2.10.11
      content that impairs the operation and/or use of the GREE Developer Services, the GREE SNS, Company’s or a third party’s servers;
    12. 2.10.12
      content that impairs the distribution or use of Apps available through the GREE SNS;
    13. 2.10.13
      words or other expressions that actualize, induce, or encourage suicide or harm to oneself;
    14. 2.10.14
      content that harasses or otherwise injures a third party;
    15. 2.10.15
      content that includes expressions connected with discrimination based on social status, race, sex, age, or other factors;
    16. 2.10.16
      content that is indecent, including, without limitation, content that includes sexual expression or expressions of violence;
    17. 2.10.17
      content that encourages or induces GREE Users to meet in person;
    18. 2.10.18
      content that has a negative influence on the character development of minors;
    19. 2.10.19
      content that includes commercial transactions by methods, expressions, or displays of which Company does not approve;
    20. 2.10.20
      information about the sale, exchange, advertisement, notification of, inducement, or provision of goods or services, whether for profit or not for profit, apart from items which Company has allowed;
    21. 2.10.21
      content that permits a user to repeatedly and indiscriminately post or transmit the same information;
    22. 2.10.22
      medical or seemingly medical activities, whether for profit or not for profit;
    23. 2.10.23
      content that gathers, aggregates and/or accumulates the personal information of GREE Users individually, or content that attempts to do the same;
    24. 2.10.24
      content that encourages violation of law, this Agreement, or other rules, guidelines or conditions established by Company;
    25. 2.10.25
      content related to political or religious activity, except where such messages are expressly approved by Company in writing;
    26. 2.10.26
      content that encourages a reactivation of service to GREE Users to whom use was terminated due to violations, or content that contains the functionality to reintroduce the GREE Users to Apps;
    27. 2.10.27
      content that contains only links to other Apps;
    28. 2.10.28
      content that guides GREE Users to external sites that contain any of the foregoing; and
    29. 2.10.29
      other content that Company deems inappropriate in its sole discretion.

ARTICLE 3: Development, Release, and Distribution of Apps

  1. 3.1 Objective of Article
  2. This Article 3 sets forth terms and conditions governing the development, distribution and maintenance of Apps.
  3. 3.2 Development of Apps
    1. 3.2.1
      Use of APIs. Company makes the following Application Program Interfaces (each, an “API”) available to Developer for use in developing Apps. The use of such APIs shall be in Developer’s sole discretion. Company will in no way be responsible for any damage caused by the use or non-use by Developer of APIs.
    2. (a) People API.
    3. (i) The People API allows Developer to obtain certain personal information relating to GREE Users, such as address, age, sex, profile information and friend request data.
    4. (ii) Developer shall not modify or falsify any information obtained through the People API, including information relating to GREE Users or information relating to communications.
    5. (b) Moderation API.
    6. (i) The Moderation API allows Developer to observe characters and emoticons (“Text”) input by GREE Users into an App. If Developer has incorporated the Moderation API into an App, Company may, but has no obligation to, monitor Developer’s use of such Moderation API. Regardless of whether Company conducts such monitoring, Developer shall strictly adhere to all Applicable Laws.
    7. (ii) GREE strongly recommends that Developer incorporate the Moderation API into any App that allows GREE Users to input Text on a screen. GREE requires that Developer incorporate the Moderation API into any App that will be distributed in Japan.
    8. (iii) If Company identifies an App that allows GREE Users to input Text on a screen, and will be distributed in Japan, but does not incorporate the Moderation API, Company may direct Developer to implement the Moderation API into the App, and Company may suspend access to and use of such App by GREE Users on the GREE SNS until Developer has implemented the Moderation API into such App.
    9. (iv) Developer may save (i.e., “cache”) Text to its servers on a temporary basis within the time limits and using the methods decided separately by Company, provided that the caching of such Text is within the scope of use agreed to by the GREE User and such caching is required for the efficient distribution of the App.
    10. (v) Upon Company’s request, Developer shall delete from its servers any Text that was cached on Developer’s servers, and shall take all other measures deemed necessary by Company.
    11. (c) Ignorelist API.
    12. (i) The Ignorelist API allows a GREE User to establish restrictions on access that another GREE User may have to the first GREE User by allowing the first GREE User to set a permitted scope of functionality on the GREE SNS.
    13. (ii) Developer shall provide in each App, at its own expense, at least the same functionality as that provided by the Ignorelist API.
    14. (iii) Developer may store on its servers data obtained through the use of the Ignorelist API using a method and timeframe specified separately by Company.
    15. 3.2.2
      Keypad Functions.
    16. If a Developer chooses to enable the use of a keypad to control functions within an App written in HTML, the following rules shall apply:
    17. (a) Keys “1,” “2,” “3,” and “4” may be designated by Developer for certain App functions.
    18. (b) Key “5” shall be used as the “enter” or “return” key.
    19. (c) Keys “6,” “7,” “8,” “9,” and “0” shall not be used.
    20. (d) The “*” and “#” keys shall be used for page scrolling.
    21. 3.2.3
      Use of GREE Software SDK and Other Programs. Developer shall use the GREE Platform SDKs for any Android App, iOS App, and WebView App, and such other programs as required by this Agreement.
    22. 3.2.4
      Advertisements. Developer may incorporate and display advertisements in Apps in accordance with the terms and conditions set forth in the GREE Ads Terms and Conditions (GREE Ads Service).
    23. 3.2.5
      App Guides. Developer may establish an official guide (a “Guide”) within an App. The methods for setting up and using Guides are set forth in Appendix I to this Agreement.
    24. 3.2.6
      Function for Establishing Character Names.
    25. (a) Developer may include within its Apps a function that allows GREE Users to create names for characters, persons, animals, and pseudonyms (“Character Names”).
    26. (b) If Developer provides the character name function in its Apps, Developer shall monitor the Character Names created by GREE Users to ensure that they are not in violation of the GREE Terms of Use and/or any Applicable Law.
    27. (c) If Developer discovers that a GREE User has created a Character Name that violates the GREE User Terms of Use and/or any Applicable Law, Developer shall immediately delete the offending Character Name.
    28. 3.2.7
      Community Function. Developer may provide a community function for an App. The community function enables communication through the App between and among GREE Users through announcements and message boards, groups, and email and is separate from the community function provided within the GREE SNS.
    29. 3.2.8
      Help Function. Developer shall include a “Help” function in the App that provides GREE Users with assistance on the use of the App. Developer shall display the assistance available to GREE Users relating to the App in the manner required by Applicable Laws of each relevant country and in a manner that is usable and easy for GREE Users to understand.
    30. 3.2.9
      App Notices. Developer shall use all reasonable efforts to place each of the following items within an App in such a way that: (a) GREE Users can easily see and understand them, (b) enhances GREE Users’ confidence in the safety of using the App, and (c) complies with all Applicable Laws and regulations.
    31. (a) Developer’s name, supported devices and browsers, and the points of contact for support of the App.
    32. (b) Notice to GREE Users that they should not provide their name, address, telephone number, email address, password, or other personal information in their posted comments or writings in any forums or blogs.
    33. (c) Any notices required by Applicable Law, including the Specified Commercial Transactions Act or comparable consumer protection laws.
    34. (d) An explanation of Developer’s use of any personal information provided by a GREE User, which use shall be in accordance with Applicable Laws including, without limitation, all Applicable Laws relating to privacy and data protection.
    35. (e) For Apps that include “open source” software, an explanation of the GREE User’s rights under the applicable “open source” software license.
    36. (f) A reasonably detailed description of the functionality, content and use of any items that involve billing.
    37. (g) Any other information specified by Company.
    38. 3.2.10
      Prohibitions and Restrictions on App Displays.
    39. (a) Developer shall not display or include in any App any of the following:
    40. (i) indications that the content is officially supported, provided and/or endorsed by Company, or that could cause any confusion or misunderstanding in this regard;
    41. (ii) Content that could cause confusion with another individual, legal entity, or organization, or that provides false or misleading information relating to Developer;
    42. (iii) links to other Apps within the GREE SNS that are not provided by Developer, or to Internet sites outside of the GREE SNS, unless otherwise specified in Section 2.7.2;
    43. (iv) operations or screen transfers that GREE Users do not expect, and screen structures and displays that would encourage the above;
    44. (v) re-readings of displays or pages that the GREE User does not intend;
    45. (vi) message displays that hinder the GREE User’s experience, create confusion, or contain alert messages that do either of the foregoing;
    46. (vii) operations that would harm the functionality of Apps provided by any other Developer or Company; and/or
    47. (viii) any other displays or operations that Company deems inappropriate in Company’s sole discretion.
    48. (b) Developer shall not delete, update, alter, reduce, move and/or fail to display the header and/or footer of an App, which Company may insert into such App, at its sole discretion and without the permission of Developer.
    49. (c) If any of Developer’s server fails to respond to a request by a GREE User within five (5) seconds of the receipt of such request, Company may treat such event as a “time-out”. If a time out occurs 1,000 times or more within a period of three minutes with respect to any App, Company may suspend access to and use of such App on the GREE SNS until Company deems that the cause of the event has been removed.
    50. (d) In addition to the foregoing, Company may suspend access to and use of an App on the GREE SNS for any reason at any time in its sole discretion.
    51. 3.2.11
      Prohibited Features. Developer shall not include any of the following features in an App, unless approved in advance in writing by Company in each case. If Company determines that Developer has included any of these features in an App, Company (1) may suspend and/or terminate access to and use of such App on the GREE SNS and/or (2) terminate this Agreement.
    52. (a) transmission features that Company considers to be spamming, including but not limited to: indiscriminate mail transmission, friend requests, community participation requests, and any features which allow the posting of messages to GREE Users;
    53. (b) features that allow instances of the same posting, similar postings, or spam postings on the GREE SNS;
    54. (c) features that solicit or result in the posting on the GREE SNS of messages unrelated to the App;
    55. (d) features that enable the multiple, repeated postings of the same URL on the GREE SNS;
    56. (e) features that promote or encourage GREE Users to send spam email or postings to other GREE Users;
    57. (f) features that do not protect against information that could exert a harmful influence on the GREE SNS, such as computer viruses and other Apps;
    58. (g) features that interfere with the operation of or impair the performance of Company’s servers or systems or any Internet sites provided by Company or a third party;
    59. (h) features that promote introductions between GREE Users and other contacts for the purpose of encouraging meetings, including, without limitation, meetings with minors; and
    60. (i) other features that Company deems inappropriate in its sole discretion.
    61. 3.2.12
      Protection of Intellectual Property Rights of Apps.
    62. (a) Protection Against Infringement of Third Party Rights. In respect of each of its Apps, Developer hereby represents and warrants to Company, and will provide further written assurances upon request, that (a) it owns all Intellectual Property Rights in and to such App or has all necessary rights (via license or otherwise) to market, sell and distribute such App in accordance with the terms and conditions of this Agreement; and (b) such App, and the marketing, sale and distribution of such App, does not and will not (1) infringe upon or violate any copyright, trademark, trade secret, patent or other intellectual or proprietary right of any third party; (2) infringe upon the right of privacy or publicity of any third party, (3) constitute a libel or slander of any third party, (4) violate any Applicable Laws; or (5) be deemed to be obscene or pornographic. Without limiting the foregoing, except for cases where Developer is itself the rights holder or has received express permission from the rights holder, Developer shall not include in its App any items for which a third party holds any rights, including rights protected as Intellectual Property Rights, trade secrets, privacy rights, or publicity rights.
    63. (b) Measures Against Infringement of Third Party Rights. If Company receives notice that Developer is in violation of any of the foregoing representations and/or warranties, Company may (but is not obligated to) verify the violation and take necessary actions against such Developer, which actions may include, without limitation, (a) the suspension and/or termination of access to and use of such App’s on the GREE SNS and/or (b) the termination of this Agreement. In such cases, Developer hereby releases Company for any resulting damages or for compensation for any damages arising out of or related to any such suspension and/or termination. Notwithstanding the foregoing, with respect to any allegation of U.S. copyright infringement, Company may follow the procedures set forth in its Digital Millennium Copyright Policy.
  4. 3.3 Release of an App
    1. 3.3.1
      Release and Delivery Procedures.
    2. (a) In addition to the terms set forth herein, Developer shall comply with the procedures, guidelines, technical specifications and standards, technical documents separately established by Company for the release and the delivery of Apps, which are specified in the Developer Center or otherwise provided in writing by Company to Developer, and other instructions, in whatever form, from Company.
    3. (b) Company has the right to confirm whether Developer has complied with the preceding item and when Company requests evidence of such compliance, Developer shall comply with such request.
    4. 3.3.2
      Certification by Official Institutions. Prior to the release of an App, Developer, at its own cost and expense, shall obtain from the relevant organizations of an applicable country or its rating agencies any approvals, authorizations, certificates or licenses required by Applicable Law (“Certification by Official Institutions”). Developer shall be solely responsible for any fines, penalties or other damages resulting Developer’s distribution of an App without the required Certification by Official Institutions.
    5. 3.3.3
      Registration. Prior to registering an App for distribution on the App Portal, Developer shall first have registered the App for distribution through the App Store or Google Play. In addition, any Android Native Apps shall be uploaded to Google Play for distribution before being distributed on any other Market. Developer shall not be permitted to register an App in any country not available through the App Portal registration process.
    6. 3.3.4
      Language. The Company may ask Developers not to distribute Apps to countries where the language used in the Apps is not their official language.
    7. 3.3.5
      Google Play ToS/App Store ToS. Developer shall also comply with any distribution requirements set forth in the Google Play ToS and the App Store ToS, as applicable. Developer shall be solely responsible for all costs, damages and liabilities and shall indemnify, defend and hold harmless the Company and its affiliates and its and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Company Indemnified Parties”) for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to Developer’s failure to comply with the Google Play ToS and the App Store ToS, as applicable. Company shall have no responsibility for such matter. Company shall not be liable for any loss or damage incurred by Developer as a result of the inability to distribute Billing Apps due to changes in the Google Play/App Store services or due to changes in the Google Play ToS or the App Store ToS.
    8. 3.3.6
      Licensing. Developer shall distribute its Apps pursuant to the terms and conditions of the EULA developed by Developer and which conforms to the terms of this Agreement. Developer agrees to enforce the terms and conditions of the EULA. Developer shall ensure the EULA is modified as may be required to comply with applicable law in each jurisdiction in which Developer’s users are located. Without limiting the foregoing, Developer shall grant to the applicable GREE User a worldwide, non-exclusive, perpetual license to execute, display, and use the applicable App licensed under such EULA on the target mobile gaming platform (e.g., Android OS, iOS).
  5. 3.4 Support & Maintenance
  6. Each EULA shall include a limited warranty that the App shall operate substantially in accordance with its specifications for a specified period of time. Furthermore, Developer is responsible for all run tests, server setup, network construction, and establishment of an environment for the distribution of the App.
    1. 3.4.1
      User Support.
    2. (a) Developer shall provide accurate and timely support for GREE Users.
    3. (b) Developer shall establish a user support center to respond to and answer questions from GREE Users regarding its Apps.
    4. (c) Developer shall, to the extent and in a manner permitted by applicable law, store data related to its Apps, including but not limited to Items of GREE Users and logs of “gacha” or similar game mechanics, for the period of time specified by Company (or a reasonable period if Company does not specify a period) to assist Developer with resolving system issues or answering questions from GREE Users.
    5. (d) Developer shall use commercially reasonable efforts to respond to questions from a GREE User within 72 hours from the time of receipt of an inquiry. If Developer fails to respond within such 72 hour period, Company may require Developer to take such measures as may be necessary to support the GREE Users.
    6. (e) Company may monitor and audit Developer’s response to support requests from GREE Users.
    7. (f) Developer shall use commercially reasonable efforts to respond to disputes with GREE Users relating to information or operation methods within an App within 72 hours from acknowledgement of the dispute by Developer. Developer shall also verify the status of the dispute to the best of its ability, prioritize the dispute over other questions from GREE Users and work to accurately resolve the problem immediately.
    8. (g) If Company becomes aware of, or discovers that, a GREE User’s posting on an App is in violation of the GREE SNS rules (including the GREE Terms of Use), guidelines, or special conditions set forth by Company, Company may delete such posts and/or suspend such GREE User’s access to and use of the GREE SNS.
    9. (h) Developer shall not encourage a GREE User to violate the GREE SNS rules (including, without limitation, the GREE Terms of Use), guidelines, or special conditions set forth by Company. If Developer becomes aware of, or discovers a GREE User’s violation of such GREE SNS rules (including, without limitation, the GREE Terms of Use), Developer shall take appropriate measures against such violation in its sole discretion and shall report such information as specified in the Developer Center. Company will respond to the report as described in this Section.
    10. 3.4.2
      App Maintenance.
    11. (a) Company may suspend and/or terminate the GREE Users’ access to and use of an App on the GREE SNS immediately and without prior notice to Developer if any of the following occurs:
    12. (i) Excessive network traffic server down time, damage to network lines, or other reasons that prevent or interfere with stable use of the App.
    13. (ii) Maintenance, inspection, construction or relocation of transmission facilities prevents distribution of the App.
    14. (iii) Natural disaster, accident, damage to transmission lines, loss of electrical power, or acts of God prevent distribution of the App.
    15. (iv) Distribution of the App causes or is likely to cause damage to the network facilities owned or controlled by Company.
    16. (v) Such suspension or termination is required for the public good.
    17. (vi) Any other cases in which Company deems in its sole discretion that the App is inappropriate.
    18. (b) If an App will be unavailable due to scheduled maintenance or repair of the App server from which the App is being distributed, Developer shall notify Company in writing at least seven (7) days prior to the scheduled maintenance, which notice shall include the reason for, and the duration of, the interruption. Developer shall not interrupt distribution of the App for scheduled maintenance without obtaining Company’s prior written approval.
    19. (c) Developer shall report any Error in an App to Company within six (6) hours of Developer’s receipt of notice of the Error using the electronic form for Error reporting available at the Developer Center. In the Error reporting form, Developer shall (a) inform Company that an Error has occurred, (b) describe the Error in reasonable detail including, without limitation, the scope and severity of its effects; (c) identify the reason for the Error, if known; (d) provide the plan to correct the Error; and (e) specify the timeline for correcting such Error. Following the correction of an Error, Developer shall report to Company within a commercially reasonable time using an electronic form available at the Developer Center, among other things, the history, cause, and reoccurrence prevention strategy relating to such Error. Developer shall comply with any plan by Company for responding to such Error.
    20. (d) Developer shall compensate Company for any costs, damages and/or expenses suffered or incurred by Company as a result of Error as described in Sections 3.4.2(b) and/or 3.4.2(c) above if such Error is the fault of Developer.
    21. (e) If Developer has suspended the GREE Users’ access to and/or use of an App on the GREE SNS due to an Error, Developer shall display on its top page or its “My Page” or in another conspicuous location, that such App is not currently available on the GREE SNS and the expected restoration schedule for such App. Developer shall continuously display such notice until the completion of the repair/maintenance. Developer shall notify Company of the location and content of the display.
    22. (f) Developer shall comply with any and all directions provided by Company relating to server maintenance and/or other emergency responses.
    23. (g) Developer hereby releases Company from any and all liability, damages and/or any other harm that may arise from or is related to any such suspension and/or termination.
    24. 3.4.3
      Protection of Minors.
    25. (a) Developer shall comply with all Applicable Laws made for the protection of minors and shall take all possible steps to prevent access to certain Apps or functions by minors where required by any Applicable Law.
    26. (b) If required by Applicable Law, Company may suspend or terminate without prior notice certain functions for minors such as the community functions, email communication, friend requests, community participation requests, and message posting functions.
    27. (c) If Company determines that an App distributed by Developer contains content inappropriate for minors based on Applicable Law, Company may suspend and/or terminate the GREE Users’ access to and/or use of such App on the GREE SNS.
    28. (d) Developer shall not distribute Apps which may harm minors.
  7. 3.5 Prohibited Actions and Measures Against Violators
    1. 3.5.1
      Prohibited Content. Developer shall not distribute any App that violates the Code of Conduct.
    2. 3.5.2
      Prohibited Actions.
    3. (a) Developer shall not distribute or otherwise make available all or part of an App, or the use rights thereto, by a means other than as set forth herein or as otherwise expressly permitted by Company in writing.
    4. (b) Developer shall not provide Apps other than the Apps provided through the GREE SNS or other content as may be authorized in advance by Company.
    5. (c) Developer shall not make major changes to the title, content, thematic concept, billing methods or targets of billing of the Apps without the prior written approval of Company.
    6. (d) Developer shall not post or transmit computer viruses or other harmful computer programs in any Apps and/or on the GREE SNS.
    7. (e) Developer shall not access any areas of the GREE SNS beyond the areas for which Company has authorized access in writing.
    8. (f) Developer shall not transmit large volumes of unnecessary or inappropriate data via the GREE SNS.
    9. (g) If Developer sends a message to a GREE User, Developer shall abide by all Applicable Laws, including the Regulation of Transmission of Specified Electronic Mail Act, the Specified Commercial Transactions Act, and other Applicable Laws, and shall not send data or messages that a GREE User might deem to be an annoyance, or that would likely disturb a GREE User.
    10. (h) Developer shall not engage in any action that causes harm to the systems of Company or access information which Company has not authorized.
    11. (i) Developer shall not use introduction functions that use expressions that GREE Users cannot understand.
    12. (j) Developer shall not display screen changes that force GREE Users into introductions to third parties that are not GREE Users.
    13. (k) The data of Apps with different App IDs must be maintained separately.
    14. (l) Apps must be suitable for all ages and may not provide for age-restricted access.
    15. (m) Developer shall not implement the functions that permit GREE Users to upload pictures or images.
    16. 3.5.3
      Restrictions on the Provision of Gifts. Developer shall comply with the Japanese Gift Presentation and Funds Transfer Acts, and any other Applicable Laws when providing any points, bonuses, or similar features and shall not include an app that is not an App, unless approved in advance in writing by Company.
    17. 3.5.4
      Measures Against Violators.
    18. (a) Company may require that any violating Developer modify its App and/or suspend or cancel any advertisement (including but not limited to an advertisement served by the GREE Ads Service) of its App in the following cases. Furthermore, Company may suspend and/or terminate access to and use of the App on the GREE SNS and/or require a violating Developer to remove such App from a Market and/or the App Store in the following cases. Developer is responsible for modifying and/or suspending any advertisements and removing Apps from the Market and/or App Store (as applicable) when requested by Company. Notwithstanding the foregoing, Company may, at its own option, request a Market and/or the App Store to remove an App.
    19. (i) When an App is prohibited from distribution under Section 3.5.1 (“Apps Prohibited from Distribution”)
    20. (ii) Developer has performed an action specified in Section 3.5.2 (“Prohibited Actions”)
    21. (iii) An App is deemed to be in violation of this Agreement, any GREE guidelines, or other conditions established by Company.
    22. (b) When Company requests that Developer remove content deemed to be in violation of this Agreement, Developer shall immediately remove the portion of the App requested for removal, and notify Company in a timely manner that the removal was made.
    23. (c) If Developer does not comply with the aforementioned request for removal, if the removal was incomplete, or if no report of removal is made, Company may suspend and/or terminate such App’s access to and/or use of the GREE SNS.
    24. (d) In addition to the foregoing, when it is deemed necessary in accordance with the intent and objectives of this Agreement, Company may, without any liability to Developer or otherwise, suspend and/or terminate such App’s access to and/or use of the GREE SNS, and may revoke the registration of Developer.
  8. 3.6 Suspension/Discontinuation of an App
    1. 3.6.1
      Company may suspend and/or terminate access to and/or use of an App on the GREE SNS or take such other measures that Company deems necessary in its sole discretion if Developer breaches the Agreement or any of the following occur:
    2. (a) Company receives notice from a credit bureau, internet hotline center, lawyer or any public organization or other third parties stipulated in the Limitation of Liability for Damages of Specified Telecommunications Service Providers and the Right to Demand Disclosure of Identification Information of the Senders in the National and Regional Public Organizations Act, or similar Applicable Laws, or in similar guidelines,
    3. (b) Company determines that the App violates any Applicable Law and/or infringes upon the rights of another person,
    4. (c) An individual or other rights holder notifies Company that the App is infringing upon the Intellectual Property Rights, privacy rights, rights to the usage of one’s likeness, publicity rights, or other rights of the rights holder.
    5. (d) Company receives notice of a claim of copyright infringement regarding the App under Section 512 of the U.S. Copyright Act. Please refer to Company’s DMCA policy found in the GREE Terms of Use.
    6. (e) If any third party informs Company that the App violates Applicable Law, is contrary to the public good, or infringes the rights of a third party, and Company, upon considering the allegations made, decides that there is sufficient cause to act based on the allegations.
    7. (f) If the percentage of revenue generated from incentives provided to GREE Users (for example, when a GREE User invites non-GREE Users to use the App) exceed a certain percentage (to be specified by GREE from time to time) of the total revenue for the App in a given month.
    8. 3.6.2
      If Company suspends access to or use of an App on the GREE SNS, Developer shall remove the App from Google Play, the App Store and all other Markets.
    9. 3.6.3
      Company shall not be responsible for, and Developer hereby releases Company from any and all liability for, any damages, costs or other losses incurred by Developer as a result of such suspension and/or termination, or any other measures taken by Company.
  9. 3.7 Removal of an App
    1. 3.7.1
      From time to time, Developer may elect to remove an App from the GREE SNS. In order to remove an App (other than a Paid App) from the GREE SNS, Developer shall:
    2. (a)
      1. (i) when such App is a Non-Billing App:
        1. (A) give Company at least ten (10) days prior written notice (provided that thirty (30) days prior written notice shall be required if Developer distributes such App in Japan) or such longer notice as required by applicable law of Developer’s intent to remove such App from the GREE SNS; and
        2. (B) continuously display to GREE Users, beginning at least ten (10) days (or thirty (30) days if Developer distributes such App in Japan) prior to the date on which such App will be removed or such longer notice as required by applicable law, an easily understood notice of such removal, including the date when such removal will occur.
      2. (ii) when such App is a Billing App:
        1. (A) give Company at least seventy (70) days prior written notice or such longer notice as required by applicable law of Developer’s intent to remove such App from the GREE SNS unless Company authorizes shorter notice in advance; and
        2. (B) continuously display to GREE Users, beginning at least sixty (60) days prior to the date on which such App will be removed or such longer notice as required by applicable law, an easily understood notice of such removal, including the date when such removal will occur unless Company authorizes shorter notice in advance.
    3. (b) Terminate all EULAs Developer has entered into with GREE Users for such App, with such termination effective as of the date the App is removed.
    4. (c) When such App is a Web Billing App or Android Billing App, terminate the function of such App to exchange the GREE Virtual Currency for Items at least thirty (30) days prior to the date on which such App will be removed, and continuously display to GREE Users a notice in an easily understood manner that such function is terminated unless Company authorizes shorter notice in advance.
    5. 3.7.2
      At any time during the notice periods set forth in Section 3.7.1 for an App, the Company may require that Developer discuss in good faith with Company whether to keep such App on the GREE SNS.
    6. 3.7.3
      In addition to the provisions of Section 3.7.1, when such App is an iOS Billing App distributed in Japan Developer shall comply with instructions from the Company regarding necessary procedures pursuant to the Japanese Fund Settlement Act.
    7. 3.7.4
      If Developer removes the GREE Platform SDK from any App, Developer shall also immediately destroy, and shall not retain, any information relating to GREE Users obtained while operating such App on GREE Platform unless approved by the Company in its sole discretion.
    8. 3.7.5
      If Company determines in its sole discretion that: (1) Developer has failed to provide GREE with the requisite notification of Developer’s intent to remove an App from the GREE SNS, (2) Developer has failed to provide sufficiently clear notice to GREE Users of Developer’s intent to remove the App from the GREE SNS, or (3) Developer has failed to terminate the EULAs with GREE Users for such App, Company may delay removal of the App from the GREE SNS until such conditions are properly met.
    9. 3.7.6
      If Developer elects to remove an App from the GREE SNS, Developer also shall remove such App from the App Store and from all Markets. Developer shall adhere to all terms and conditions set forth in the Google Play ToS and the App Store ToS for the removal of an App.
    10. 3.7.7
      Developer shall be solely responsible for all costs and expense for removing an App from the GREE SNS, the App Store and/or any Market.
    11. 3.7.8
      Paid Apps may not be removed from the GREE SNS without the Company’s approval.
  • ARTICLE 4: Software Programs

    1. 4.1 Objective of Article
    2. This Article 4 sets forth certain rights and obligations of Developer with respect to use of the Software Programs.
    3. 4.2 Software Programs
    4. GREE will make the Software Programs available to Developer on the GREE Platform. Developer shall use the Software Programs solely for the development, distribution and management of Apps in accordance with the terms of this Agreement.
    5. 4.3 Ownership
    6. All right, title and interest in and to the Software Programs, including all Intellectual Property Rights therein are the sole and exclusive property of Company. Developer will not contest or assist others in contesting the validity of any such right, title or interest. No such right, title or interest is transferred to Developer as a result of this Agreement. All rights not expressly set forth herein are reserved by Company, and no implied rights or licenses are granted to Developer pursuant to this Agreement.
    7. 4.4 License Grant
    8. Subject to the terms and conditions of this Agreement, Company grants to Developer a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to use the Software Programs solely for the purposes of developing, distributing and managing Apps on the GREE SNS.
    9. 4.5 Restrictions on Use
    10. Developer is prohibited from engaging in the following activities with respect to the Software Programs without the express prior written consent of Company.
      1. 4.5.1
        Selling, leasing, licensing, or assigning all or any part of the Software Program to a third party.
      2. 4.5.2
        Revising, adapting, modifying, reverse engineering, reverse compiling or reverse assembling the Software Programs (except as and only to the extent that the foregoing restrictions are prohibited by Applicable Law or except to the extent permitted by licensing terms governing the use of open-source components or sample code included with the Software Program).
      3. 4.5.3
        Using all or any part of a Software Program on any platform and/or network other than the GREE Platform and GREE SNS.
      4. 4.5.4
        Distributing a Software Program through any method other than one expressly permitted by Company.
      5. 4.5.5
        Modifying or deleting any copyright notice, trademark notice, patent notice or any other Intellectual Property Rights notice of Company or Company’s licensors contained in, on or for the Software Program and/or its documentation, or allowing any third party to do the same.
      6. 4.5.6
        Using the WebView iOS SDK to develop Apps other than iOS Billing Apps.
    11. 4.6 Maintenance and Support
    12. Company has no obligation to provide Developer with any updates to or modifications, improvements or bug fixes for the Software Programs. Company is not required to provide Developer support for the Software Programs in any form.
    13. 4.7 Violation of this Agreement
    14. If Developer violates any provision of this Agreement, Company may terminate the rights granted under this Article 4, and Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to any such violations by Developer.
    15. 4.8 Term of the License
    16. The licenses granted to Developer in this Article 4 shall commence on the day Developer registers with GREE to become a Developer and shall terminate upon the first to occur of the following: (a) Company’s termination of the license grant under Section 4.7, (b) either party’s termination of this Agreement or (c) cancellation of all of Developer’s Apps.

    ARTICLE 5: Virtual Currency; Revenue Sharing

    1. 5.1 Objective of This Article; General Obligations and Restrictions
      1. 5.1.1
        This Article 5 sets forth certain rights and obligations with respect to the payments connected with the GREE Developer Services.
      2. 5.1.2
        When a Billing App is distributed by a Developer, the Developer shall bear the full responsibility and expense arising from setting up the necessary servers and other systems as well as implementing all appropriate controls.
      3. 5.1.3
        Developer shall not allow Items purchased with GREE Virtual Currency or App-Specific Currency to be used across multiple Apps or outside of the GREE SNS without the Company’s approval.
      4. 5.1.4
        Developer shall not offer functions that enable points or virtual currency from outside of the GREE SNS to be usable for the purchase of Items within an App unless the Company has provided its prior written approval to do so.
      5. 5.1.5
        Without limiting Developer’s obligations under this Agreement (including without limitation under Section 5.5.2(a)(i) below), Developer agrees that the EULA shall contain provisions consistent with and allowing for the enforcement of the provisions of this Agreement relating to App-Specific Currency. Developer shall include in the EULA any minimum terms and conditions relating to App-Specific Currency that the Company provides to Developer in writing. 
    2. 5.2 GREE Virtual Currency
      1. 5.2.1
        GREE Virtual Currency.
      2. (a) GREE Virtual Currency refers to J-Coins (for use in Japan) and G-Coins (for use globally outside of Japan) and is used to acquire Items within Android Billing Apps.
      3. (b) GREE Virtual Currency is issued by Company to GREE Users and is redeemed solely by Company upon a GREE User's election to purchase GREE Virtual Currency and redeem such GREE Virtual Currency for an Item within Android Billing Apps.
      4. (c) Developer shall not redeem GREE Virtual Currency or allow the GREE Virtual Currency to be used outside of the GREE SNS, redeemed for cash, or redeemed for currencies outside of the GREE SNS.
      5. (d) Developers selling Items in Android Billing Apps or Web Billing Apps will set the price of such Items in whole units of GREE Virtual Currency.
      6. 5.2.2
        J-Coins.
      7. Developer Allocations relating to J-Coins shall be calculated by the Company based upon J-Coin Consumption Amounts.
      8. 5.2.3
        G-Coins.
      9. Developer Allocation relating to G-Coins shall be calculated by the Company based upon G-Coin Consumption Amounts.
    3. 5.3 App-Specific Currency
      1. 5.3.1
        App-Specific Currency.
      2. (a) App-Specific Currency refers to App-J-Currency (for use in Japan) and App-G-Currency (for use globally outside of Japan) and is used to acquire Items provided within iOS Apps.
      3. (b) App-Specific Currency that is either App-J-Currency or App-G-Currency is issued by the Developer using the GREE Platform to GREE Users and is redeemed solely by the Developer upon a GREE User's election to purchase such App-Specific Currency and redeem such App-Specific Currency for an Item within the particular iOS App in which the App-Specific Currency was purchased.
      4. (c) Developers shall not redeem App-Specific Currency for Items outside of the iOS App through which the App-Specific Currency was purchased.
      5. (d) Developers selling Items in iOS Billing Apps will set the price of such Items in whole units of App-Specific Currency.
      6. (e) Developer shall not use App-Specific Currency as a common means of payment among or between different iOS Billing Apps, even where multiple iOS Billing Apps are distributed by the same Developer.
      7. (f) Developer shall not redeem or permit the redemption of App-Specific Currency for products or services provided outside of the iOS Billing App associated with such App-Specific Currency or between iOS Billing Apps distributed by the same Developer.
      8. (g) App-Specific Currency shall be sold by the Developer, and, as such, the Developer shall have full responsibility for any and all sales of App-Specific Currency used in their iOS Billing App. In the context of iOS, the Company will provide only limited parts of the Billing Service as part of its provision of the GREE Developer Services due to the limits imposed by the App Store ToS. The Developer’s responsibilities related thereto include compliance with all Applicable Laws.
      9. (h) Developer may decide on the names, marks or display methods used to indicate the App-Specific Currency used in their iOS Billing App, provided that Developer shall not use a currency name or display method for the App-J-Currency that the Company finds inappropriate for GREE Users, including “Coin” or “C”, or any other name or display method that might be easily confused with or mistaken for the J-Coins used by the Company.
      10. (i) In order to ensure equivalent value of virtual currency among Apps, Developer shall comply with all the provisions set forth separately by the Company that cover the price of purchasing App-Specific Currency and the number of units of App-Specific Currency that are required for the acquisition of Items. Developer shall not independently make changes in the price of purchasing App-Specific Currency or in the number of units that are required for the acquisition of Items without the prior written consent of the Company (which shall include consents sent via e-mail).
      11. (j) When the price of purchasing App-Specific Currency changes as a result of changes made by Apple to the App Store ToS, the Company may in its sole discretion require the Developer to make changes to the number of units of App-Specific Currency that are required for the acquisition of Items without notifying Developer in advance, and Developer shall promptly take measures to implement the changes as directed by the Company.
      12. (k) If a Developer (a) requests the Company to render invalid any App-Specific Currency when it is not needed due to the cancellation of a purchase by a GREE User using App-Specific Currency or due to a violation of the terms of use or for other reasons or (b) receives a request from a GREE User to grant App-Specific Currency that has been purchased by such GREE User but has not been granted to such GREE User, the Company shall use commercially reasonable efforts to comply with the request; provided, however, that the Company will not grant or render invalid any App-Specific Currency if the Company, in its sole discretion, deems the request to be inappropriate. It is understood and agreed that Developer shall forward to the Company any and all such requests made by a GREE User.
      13. (l) When the Company receives a request from a GREE User to cancel the use of any App-Specific Currency used, or when a violation of the Company’s terms of use or other violation by a GREE User is discovered, the Company may, in its sole discretion and without prior notification to Developer, render invalid the App-Specific Currency of the GREE User.
      14. 5.3.2
        App-J Currency.
      15. Company Allocations relating to App-J Currency will be calculated by the Company based upon the App-J Currency Purchase Amount.
      16. 5.3.3
        App-G Currency.
      17. Company Allocations relating to App-G Currency will be calculated by the Company based upon the App-G Currency Purchase Amount.
    4. 5.4 Method of Calculating Developer Allocations and Company Allocations
      1. 5.4.1
        For Android Billing Apps.
      2. (a) The Developer Allocations for Android Billing Apps will be calculated according to the formula in Appendix II and Appendix III.
      3. (b) The Company will settle accounts at the end of each month (Japan Standard Time), and will calculate the Developer Allocations generated during that month for all Android Billing Apps.
      4. (c) When a Developer provides more than one Android Billing App, calculation of the Developer Allocations to be paid to the Developer shall be made separately for each Android Billing App.
      5. (d) The Company will pay the Developer Allocations to Developer after Developer successfully provides Items to users and the GREE Virtual Currency being redeemed for the purchase of Items is settled.
      6. (e) If a Developer registers to be paid in US Dollars, J-Coin prices shall be converted from Japanese Yen to US Dollars after the calculation in Appendix III using the Conversion Rate.
      7. (f) If a Developer registers to be paid in Japanese Yen, G-Coin prices shall be converted from US Dollars to Japanese Yen after the calculation in Appendix III using the Conversion Rate.
      8. 5.4.2
        For Web Billing Apps.
      9. (a) Developer Allocations for Web Billing Apps will be calculated according to the formula in Appendix II and Appendix III.
      10. (b) The Company will settle accounts at the end of each month (Japan Standard Time), and calculate Developer Allocations generated during that month for all Web Billing Apps of Developer.
      11. (c) When a Developer provides more than one Web Billing App, calculation of the Developer Allocations to be paid to the Developer shall be made separately for each Web Billing App.
      12. (d) The Company will pay the Developer Allocations to Developer after Developer successfully provides Items to users and the GREE Virtual Currency being redeemed for the purchase of Items is settled.
      13. (e) If a Developer registers to be paid in US Dollars, J-Coin prices shall be converted from Japanese Yen to US Dollars after the calculation in Appendix III using the Conversion Rate.
      14. (f) If a Developer registers to be paid in Japanese Yen, G-Coin prices shall be converted from US Dollars to Japanese Yen after the calculation in Appendix III using the Conversion Rate.
      15. 5.4.3
        iOS Billing Apps.
      16. (a) The Company Allocation is calculated as set forth in the formula set forth in Appendix II, Section IV.
      17. (b) Developer shall pay to the Company the amount calculated according to the formula in Appendix II, Section IV.
      18. (c) When a Developer provides several iOS Billing Apps, calculation of the Company Allocations to be paid to the Company shall be made separately for each iOS Billing App.
      19. (d) If a Developer registers to be paid in US Dollars, App-J-Currency prices shall be converted from Japanese Yen to US Dollars using the Conversion Rate.
      20. (e) If a Developer registers to be paid in Japanese Yen, App-G-Currency prices shall be converted from US Dollars to Japanese Yen using the Conversion Rate.
      21. (f) The Company will make calculations of the distribution amount to be paid to the Company for a given month, and at the end of that month (Japan Standard Time) the Company will post the total balance of these amounts in the Statement of Account of GREE Developer Center after the unification of currencies with the bank transfer currency registered at the GREE Developer Center. The amounts displayed in the Statement of Account of GREE Developer Center shall be paid by Developer, even if the amount displayed is inconsistent with the amount confirmed by the “iTunes Connect” sales control system provided by Apple.
      22. (g) Developer shall bear the cost of fees to be paid to Apple or its affiliates for IAP utilization and other necessary fees as described in Appendix II.
      23. (h) In the event Apple independently decides to return a payment received from a GREE User (hereinafter referred to as “return of payment”), and Apple seeks to have the Developer bear the attendant cost of the return of payment (“return of payment cost”), only the Developer shall bear said cost. The Company shall in no instance be responsible for such a return of payment cost. In such cases, Developer shall fully meet any obligations as set forth in Section 5.4.3 above.
      24. 5.4.4
        Miscellaneous Regulations Concerning Developer Allocations and Company Allocations.
      25. (a) Developer acknowledges and agrees that the revenue from the sale of Paid Apps is not subject to Developer Allocations or Company Allocations.
      26. (b) The Company may change the amounts the Developer Allocations and/or Company Allocations when, for any reason, the Company determines that a review of the App revenue distribution method is necessary due to circumstances unforeseen by the Company and the Developer.
      27. (c) The calculation method (including, without limitation, the rounding method, currency exchange calculation method) used for calculating the Developer Allocations and Company Allocations will be in accordance with the specifications of the system that Company implements from time to time.
    5. 5.5 Additional Requirements for Apps within the United States and Australia.
    6. For Apps distributed within the United States and Australia, this Section 5.5 shall apply. This Section 5.5 shall not apply to Apps distributed outside of the United States and Australia.
      1. 5.5.1
        Developer hereby grants to Company a royalty-free, fully paid-up, worldwide, irrevocable, perpetual, sublicensable (through multiple tiers) license to use all Developer graphics and other materials related to Developer’s currencies and/or Developer’s Items to the extent required for the Company to exercise its rights and fulfill its obligations under this Agreement.
      2. 5.5.2
        Item Fulfillment.
      3. (a) Android Billing Apps and Web Apps.
      4. (i) Terms of Sale and EULA. The purchase of Items from Company by redemption of the GREE Virtual Currency on Billing Apps will be subject to the GREE Terms Coins of Use and the EULA
      5. (ii) Fulfillment. Title to an Item that is licensed through an App other than an iOS App will remain with Developer at all times. License to an Item that is distributed by a Developer to GREE Users who purchase the license to the Item from Company through redemption of GREE Virtual Currency on an App other than an iOS App will remain with Developer until Company processes the applicable transaction and issues a purchase order or its equivalent (in electronic form) to Developer, at which time Company purchases the license from Developer to the Item that has been licensed for no purpose other than to immediately transfer such license to the GREE User that purchased the license to the applicable Item. Developer shall remain solely responsible for transaction fulfillment, delivery, and product support with respect to the Item. Developer agrees to fulfill orders of goods and services to GREE Users upon Company's issuance of the purchase order or its equivalent (in electronic form) to Developer, whether or not Company has made the relevant royalty payments to Developer for such Item.
      6. (b) iOS Billing Apps Redeeming App-J-Currency or App-G-Currency.
      7. (i) Terms of Sale and EULA. The purchase of Items from Developer by redemption of the App-J-Currency or App-G-Currency on iOS Apps will be subject to the terms of sale provided by the Developer and the EULA, provided, however, that the Developer terms of sale will be consistent with this Agreement, will not allocate responsibility to GREE, and will provide GREE Users with notice that the App-J-Currency or App-G-Currency can only be redeemed by the Developer within the iOS App in which such App-Specific Currency was purchased.
      8. (ii) Fulfillment. Title to an Item that is licensed through an iOS App upon redemption of App-J-Currency or App-G-Currency will remain with Developer at all times. License to an Item that is distributed by a Developer to GREE Users who purchase the license to the Item from the Developer through redemption of App-J-Currency or App-G-Currency on an iOS App will be transferred from the Developer to the GREE User that purchased the license to the applicable Item. Developer shall remain solely responsible for transaction fulfillment, delivery, and product support with respect to the Item.
    7. 5.6 Prohibitions and Related Matters
      1. 5.6.1
        Prohibited Acts.
      2. (a) Developer shall in no instance directly collect agency or similar fees from GREE Users, nor shall it seek payments directly from GREE Users with respect to the purchase of Items in Apps that are not Paid Apps . Developer waives all collection rights and remedies against GREE Users for payment related to purchases of Items in Apps that are not Paid Apps.
      3. (b) Developer shall not terminate or cancel, or arrange for the termination or cancellation of the sale of Items without the prior written consent of the Company.
      4. (c) Developer shall not take any measure that impairs or is likely to impair the Company’s ability to manage or control settlement amounts in regard to iOS Billing Apps, such as utilization of their own independent systems to manage or control sales amounts or the number of sales of App-Specific Currency.
      5. 5.6.2
        Consequences. If Developer violates any of the foregoing restrictions, Company may, in its sole discretion, notify Developer to cease such activity and may take such other measures as Company deems appropriate, in its sole discretion, including suspending Developer’s registration and ability to distribute Apps through the GREE Platform.
    8. 5.7 Suspension of Services
    9. If the Company determines that Developer is in violation of this Agreement, or if it determines that Developer’s payment collection procedure or markings used for Apps or other items is inappropriate, or that Developer’s method of using J-Coins or G-Coins is improper, the Company may suspend and/or terminate such App’s access to and/or use of the GREE SNS and/or take other measures it deems to be appropriate.
    10. 5.8 Termination of Apps
    11. When Developer decides to remove an App from the GREE SNS, in addition to complying with this Agreement, Developer shall adhere to the Google Play ToS, the App Store ToS and other pertinent regulations and provisions, and shall at its own responsibility and cost carry out the required procedures.
    12. 5.9 Disclaimer
      1. 5.9.1
        When Developer distributes Android Billing Apps, in addition to complying with this Agreement, Developer shall also comply with the Google Play ToS. If Developer violates the Google Play ToS, the Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to any related liability. The Company shall not be obligated to be involved in any such matter.
      2. 5.9.2
        In addition to complying with this Agreement, Developer shall comply with the App Store ToS when they distribute iOS Billing Apps. If Developer violates the App Store ToS, Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to any related liability. The Company shall not be obligated to be involved in any such matter.
      3. 5.9.3
        The Company does not provide any form of guarantee of compensation for damages Developer may incur as a result of the inability to distribute Billing Apps or iOS Billing Apps due to changes in Google Play/App Store services themselves or due to changes in the Google Play ToS or the App Store ToS.
      4. 5.9.4
        In addition, Developer shall strictly adhere to all Applicable Laws in its use of GREE Virtual Currency and App-Specific Currency. Developer understands and agrees that it, not the Company, bears such responsibility. Without limiting the foregoing, Developer shall have sole responsibility for ensuring compliance with applicable gift certificate laws, unclaimed property laws, consumer protection laws, and financial services laws. If Developer becomes subject to sanctions or penalties for violations of a law or regulation of an applicable country, Developer shall bear full responsibility and costs for resolving the issues involved and shall Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to any related liability. The Company shall not be obligated to be involved in any such matter.
    13. 5.10 Compliance with Applicable Laws
    14. Developer shall strictly comply with all Applicable Laws in connection with its sale, acceptance and other use of GREE Virtual Currency and/or App-Specific Currency. Developer acknowledges and agrees that Developer is solely responsible for Developer’s compliance with such laws, including without limitation applicable gift certificate laws, unclaimed property laws, consumer protection laws, and financial services laws. Developer shall be solely responsible for all costs, expenses, claims or losses arising out of Developer’s failure to comply with such laws. Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to such violations of Applicable Law(s) by Developer.

    ARTICLE 6: Payment Terms

    1. 6.1 Offsets
    2. Any amounts due to Company from Developer under this Agreement shall be offset by amounts due to Developer from Company.
    3. 6.2 Payment
    4. (a) The Company Allocation totals based on all Developer iOS Billing Apps calculated for a given month at the end of every month’s (Japan Standard Time) closing of accounts shall be offset by the Developer Allocations based on distributions of Android Billing Apps and Web Billing Apps.
    5. (b) When a balance is due to the Company as a Company Allocation after an offset pursuant to this Agreement, the Developer shall pay the amount due to the Company pursuant to instructions provided by the Company by the final day of the second month following the end-of-month settlement in question (or the following business day if the said day is a non-business day for Japanese financial institutions).
    6. (c) When a balance is due to Developer as a Developer Allocation after an offset pursuant to this Agreement, the Company shall pay the amount due to Developer pursuant to instructions provided by Developer by the final day of the second month following the end-of-month settlement in question (or the following business day if the said day is a non-business day of the Japanese financial institution).
    7. 6.3 Late Payments
    8. If Developer fails to pay any amount owed to Company when due, Developer shall pay Company an additional late-fee penalty equal to the lesser of 14.6% per annum or the maximum amount permitted by Applicable Law. The penalty shall accrue daily commencing the day following the original payment date until the date the payment is made.
    9. 6.4 Withholding Taxes
    10. (a) If Developer is required by any Applicable Law(s) to deduct or withhold any taxes, levies, imposts, fees, assessments, deductions or charges (“Withholding Taxes”) from or in respect of any amount payable hereunder to the Company, Developer shall be responsible for, and shall pay Withholding Taxes pursuant to each country’s Applicable Law.
    11. (b) In the case of paying Withholding Taxes under the section (a), Developer shall comply with the following requirements:
    12. (A) Developer agrees to receive the necessary notifications from the Company, to comply with each country's Applicable Laws, and to make the necessary arrangements without delay for its benefit under THE CONVENTION FOR THE AVOIDANCE OF DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASION WITH RESPECT TO TAXES ON INCOME (the “Tax Treaty”) on the transactions between Developer and the Company, at a location designated by the Company, if the Tax Treaty exists between Japan and the country where Developer is a tax resident.
    13. (B) Developer shall, at its own responsibility, pay the Withholding Taxes from or in respect of any amount payable hereunder to the Company to the appropriate tax authorities in all amounts necessary to comply with the Applicable Laws. In such cases, Developer shall furnish the Company with a tax certification issued by the authorized entity to demonstrate the Withholding Taxes paid by Developer for the period of the fiscal year of the Company (“Withholding Certificate”) within thirty (30) days after the end of the fiscal year of the Company.
    14. (c) Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including but not limited to, reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to such deductions or withholdings, in a net amount equal to the amount that the Company would have received and retained in the absence of such required deduction or withholding. Developer shall indemnify, defend and hold harmless the Company Indemnified Parties for any claims, losses, liabilities, damages, costs and expenses (including but not limited to, reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to the failure to furnish the Withholding Certificate to the Company.
    15. (d) Developer agrees that if the Company is required to deduct any amount for Withholding Taxes pursuant to Japanese laws, Developer shall be paid the applicable amount after deducting such amount.
    16. (e) In the case of that the Company pays any amount payable hereunder to Developer after deduction of Withholding Taxes under section (d) above, Developer shall comply with the following requirements:
    17. (A) If a Tax Treaty exists between Japan and the country where Developer is a tax resident, Developer agrees to make the necessary arrangements without delay and to furnish the relevant documents, validated by an authorized entity, to the Company required to qualify for benefits under the Tax Treaty applicable to the transactions between Developer and the Company, at a location designated by the Company.
    18. (B) Developer can request a tax certification issued by the relevant authorities to evidence the Withholding Taxes paid by the Company for the period of the fiscal year of the Company.
    19. (f) If the Company is ordered by the tax authorities of Japan to pay the amount of the difference between the tax rate under the Tax Treaty and the tax rate under domestic Japanese laws due to a failure by Developer to furnish the documents required under section (e)(A) above, Developer shall pay the amount of such difference to the Company.
    20. 6.5 Payments Carried Forward
      1. 6.5.1
        Developers Paid in Japanese Yen.
      2. (a) Developers Located in Japan. If, after an offset pursuant to Section 6.1, Developer wishes to be paid in Japanese Yen, and if the Developer Allocation and/or the Company Allocation, as applicable, is less than 5,000 Yen, unless Developer or the Company invoices the other party, payment shall be carried forward and added to the Developer Allocation and/or the Company Allocation in future months and paid on the final day of the month two months after the Developer Allocations and/or Company Allocations, as applicable, carried forward exceed 5,000 Yen.
      3. (b) Developers Located Outside of Japan. If, after an offset pursuant to Section 6.1, Developer wishes to be paid in Japanese Yen, and if the Developer Allocation and/or the Company Allocation, as applicable, is less than 20,000 Yen, unless Developer or the Company invoices the other party, payment shall be carried forward and added to the Developer Allocation and/or the Company Allocation in future months and paid on the final day of the month two months after the Developer Allocations and/or Company Allocations carried forward exceed 20,000 Yen.
      4. 6.5.2
        Developers Paid in US Dollars.
      5. If, after an offset pursuant to Section 6.1, Developer wishes to be paid in US Dollars, and if the Developer Allocation and/or the Company Allocation, as applicable is less than US$100, unless the Developer or the Company invoices the other party, payment shall be carried forward and added to the Developer Allocation and/or the Company Allocation in future months and paid on the final day of the month two months after the Developer Allocations and/or Company Allocations, as applicable carried forward exceed US$100.
    21. 6.6 Bank Account Information
    22. (a) If any payments to Developer hereunder are rejected or delayed because the account or other payment information provided by Developer at the time of registration is incomplete or inaccurate, Company shall make the payment in the month after the necessary information is received (without any late payment or other penalty or fee). In such event, Developer shall bear the cost of any bank transfer fees notwithstanding any other provision contained herein. In addition, Company may deduct the cost of retransmitting the payment from the amount to be paid.
    23. (b) Payment by Company to an account designated by Developer during registration for payment shall be deemed to be made to Developer, regardless of whether Developer has actual control of the account or not.
    24. 6.7 Bank Transfer Fees
    25. The cost of any bank transfer fees assessed in connection with a payment shall be borne by the party making the payment. In bank transfer amounts, amounts less than 1 Yen or less than 1 cent shall be rounded off and discarded in the calculation of transfer amounts.
    26. 6.8 Suspension of Payments and Returns
      1. 6.8.1
        The Company may suspend payment, in part or in total, of any Developer Allocation, and the Company may seek the return of a payment in whole or in part in the cases described below. Developer hereby releases the Company from any and all liability, losses and/or other damages arising from any such suspension of payments by the Company.
      2. (a) When Developer violates any Applicable Laws or the terms of this Agreement or other terms of service, guidelines or matters for consultation established by the Company (such as terms in written agreements when such written agreements exist), or in any instance where there is reasonable concern that any of the above will be violated.
      3. (b) When there is a problem with the bank account registered by Developer.
      4. (c) When a GREE User requests a return of payments for purchases of Items made using GREE Virtual Currency (including the cancellation of any settlements made for minors).
      5. (d) When the Company in its sole discretion determines or has reasonable concerns that the rights of the Company or third parties may be violated.
      6. (e) Other cases the Company determines to be inappropriate in its sole discretion.
      7. 6.8.2
        The Company may delay payments owed to Developer for Android Apps pursuant to Appendix II during the time of any investigation or examination into the distribution of a particular Android App. The Company will notify the Developer that payment is to be delayed pending the investigation or examination of the particular Android App, and the Company will release the applicable Developer Allocations at the time that such investigation or examination is completed and the Company determines that the Android App is acceptable for delivery.
    27. 6.9 Japan Local Time
    28. All references to time of day and holidays/business days in this Agreement shall be based upon Japan standard time, Japanese business days, and Japanese federal holidays.

    ARTICLE 7: General Terms

    1. 7.1 Disclaimers
      1. 7.1.1
        THE GREE DEVELOPER SERVICES AND GREE SNS AND ANY PRODUCTS OR SERVICES PROVIDED BY GREE THROUGH THE GREE DEVELOPER SERVICES AND GREE SNS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GREE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Developer’s use of the GREE Developer Services is at Developer’s sole risk and expense. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to Developer.
      2. 7.1.2
        Company has no responsibility whatsoever for the delivery of the Apps to GREE Users, which is Developer’s sole responsibility. Developer shall be solely responsible for resolving any issues relating to the delivery of the Apps to GREE Users and Company has no obligation to provide Developer or any other party support regarding delivery of the Apps.
      3. 7.1.3
        Notwithstanding the preceding Section 7.1.2, Company may take any measures that Company deems necessary in its sole discretion without obtaining Developer’s approval to recover GREE Users’ damages if issues have arisen between GREE Users and Developer with respect to the delivery of the Apps to GREE Users. If Company spends or suffers any expenses or damages in connection with Company taking such recovery measures, Developer shall indemnify Company for such expenses and damages.
      4. 7.1.4
        Company makes no guarantee that the GREE Developer Services and/or GREE SNS will be uninterrupted, error free or secure, that defects will be corrected or that the GREE Developer Services or GREE SNS or the systems on which the GREE Developer Services or GREE SNS are hosted or the software used to provide the GREE Developer Services or GREE SNS are free of viruses or other harmful components.
      5. 7.1.5
        Company may cancel or suspend the GREE Developer Services and/or GREE SNS at any time for any reason whatsoever.
      6. 7.1.6
        Company shall have no responsibility for (and Developer hereby releases Company from) any damages, losses and all other liabilities suffered or incurred by Developer as a result of Developer’s use or inability to use the GREE Developer Services and/or GREE SNS, including any cancellation, termination or suspension by GREE of the GREE Developer Services or the GREE SNS.
      7. 7.1.7
        The Company shall assume no responsibility whatsoever with regard to any disputes arising between two Developers or between a Developer and a third-party. Any such disputes shall be settled by the applicable Developer(s) without the involvement of GREE, however, any involved Developer must report any disputes involving GREE Users to the Company as soon as practicable.
    2. 7.2 Indemnification
      1. 7.2.1
        Developer shall indemnify, defend and hold the Company Indemnified Parties harmless for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) of whatever kind or nature incurred by any of the Company Indemnified Parties arising out of or related to any App distributed by Developer or Developer’s breach of any of the terms of this Agreement.
      2. 7.2.2
        Notwithstanding the preceding Section 7.2.1, if Company delivers music through an App (“Music App”), which uses music whose rights are controlled by a copyright organization (based on Article 2 section 3 of the Copyright Act of Japan) (the “Controlled Music”), and receives a notice of a requested but unpaid and past due bill of Developer owed to the copyright organization, Company may pay the bill without prior notice to Developer and Developer shall pay Company an amount equal to 20% of the annual fees payable to the copyright organization divided by 365 (i.e., for each day of the year) for each day of non-payment, as a late payment charge. The charges shall commence from the day when Company pays the fee to the copyright organization through the day Developer pays the fee to Company. Developer is also responsible for any fees or penalties caused by the payment delay assessed by the copyright organization or otherwise. This rule is also applicable to any copyright organization outside Japan.
    3. 7.3 Limitation of Liability
    4. NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT, OR THE SOFTWARE PROGRAM, GREE DEVELOPER SERVICES, GREE SNS OR ANY OTHER ASPECT OF OR RELATING TO COMPANY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.
    5. 7.4 Personal Information
      1. 7.4.1
        Developer Personal Information. Company may use any personal information (or other information) provided by Developer in accordance with the GREE Privacy Policy.
      2. 7.4.2
        GREE User Information.
      3. (a) Access to GREE User Information. In connection with the distribution and maintenance of its Apps, Developer may receive or have access to personal information, friend links or other information from GREE Users (“GREE User Information”). In addition to the foregoing, GREE User Information shall include any personal information obtained from GREE Users through the GREE SNS, including, without limitation, age, date of birth, nicknames or any other information that could be used to identify a GREE User individually. However, Developer shall receive or have access to such GREE User Information only as specified in and in accordance with the terms and conditions of this Agreement, all Applicable Laws, including, without limitation, all applicable privacy and data protection laws and regulations, and any applicable privacy policies. Developer shall notify GREE Users of its compliance with the foregoing if Developer receives or has access to such GREE User Information.
      4. (b) Permitted Use and Disclosure. Developer shall not use or disclose, create derivative works of, or reproduce, sell or transfer in any way any GREE User Information unless approved in advance by Company. Developer may store GREE User Information on its servers only for up to 24 hours from accessing such GREE User Information as necessary for Developer’s distribution and management of the applicable App on GREE Platform.
      5. (c) Restrictions on Disclosure. Developer shall limit access to GREE User Information to the minimum number of employees and personnel who require such access in order to distribute and manage the App. Developer will require any employees or subcontractors who will have access to, or otherwise come into contact with, GREE User Information to protect such GREE User Information in accordance with the terms of this Agreement.
      6. (d) Protection of GREE User Information. Developer shall have and maintain a comprehensive, written information security program that contains administrative, technical, and physical safeguards to protect the security and confidentiality of GREE User Information. Developer shall conduct a risk assessment to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of records containing GREE User Information and evaluate and improve, where necessary, the effectiveness of its safeguards for limiting those internal and external risks.
      7. (e) Unauthorized Receipt of GREE User Information. If Developer obtains access to or receives GREE User Information that it has not requested or is not necessary from Company, Developer shall promptly report such access or receipt to Company and shall delete such information immediately thereafter.
      8. (f) Unauthorized Use or Disclosure of GREE User Information. Developer shall notify Company in writing immediately if Developer reasonably believes that there has been an actual or possible unauthorized acquisition, destruction, modification, use, or disclosure of, or access to, GREE User Information. Developer shall investigate any such breach or suspected breach, take all necessary steps to eliminate or contain the exposures that led to such occurrence, and keep Company advised of the status of such breach and matters related thereto. Developer shall provide all information reasonably requested by Company to enable Company to perform an assessment of such breach. Unless required by law, Developer shall not notify any individual or any third party of any potential breach involving GREE User Information without first consulting with, and obtaining the permission of Company.
      9. (g) Updates and Corrections. Developer shall update, correct, delete or otherwise modify GREE User Information or data related to the distribution of an App upon request by Company or the applicable GREE User. For requests made by Company, Developer shall notify Company after the requested update, correction, deletion or other change has been made.
    6. 7.5 Suspension and Cancellation of Registration
    7. Company may suspend the use of the GREE Developer Services by Developer or terminate Developer’s registration on the GREE SNS if (a) Developer breaches any part of this Agreement, including failure to pay any amounts due hereunder, (b) Company determines in its sole discretion that Developer has inconvenienced any other users of the GREE Developer Services, or (c) Company otherwise determines in its sole discretion that Developer has acted inappropriately.
    8. 7.6 Export Controls
    9. Developer shall not use, export, re-export, import, sell or transfer any part of the Software Program (including the SDK) except as authorized by United States laws and other Applicable Laws. Developer shall comply with all Applicable Laws that restrict Company’s or Developer’s ability to operate in or transact business with certain countries or share certain technologies and data with certain individuals, including but not limited to the following United States laws: (a) the Trading with the Enemy Act and the International Emergency Economic Powers Act; and (b) regulations promulgated by the U.S. Department of The Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of State’s Directorate of Defense Trade Controls, and other U.S. federal departments and agencies.
    10. 7.7 Confidentiality
    11. Developer shall strictly maintain the confidentiality of any information obtained through the GREE Developer Services (“Confidential Information”), and shall not disclose or divulge it to any third party. If Developer’s registration is cancelled, Developer shall destroy all Confidential Information. Upon Company’s request, an authorized representative of Developer shall provide a certification stating that the Confidential Information has been destroyed.
    12. 7.8 Non-Association with Antisocial Groups
      1. 7.8.1
        Developer acknowledge and agree that it shall not (a) participate in activities offensive to public morals or in violation of the public order; (b) violate any Applicable Laws related thereto; (c) be or become involved in any antisocial activities or associate with or share capital with antisocial groups (including but not limited to “bouryokudan” gang groups); or, (d) become involved in any similar activities which might damage the reputation or image of Company.
      2. 7.8.2
        If Company determines, in its sole discretion, that Developer has violated the foregoing section, Company may immediately terminate this Agreement upon notice to Developer.
      3. 7.8.3
        If Developer’s breach of the foregoing provision causes harm to Company, Developer shall be held liable and shall compensate Company for related damages in their entirety.
    13. 7.9 Amendment
    14. Company may modify or amend this Agreement at any time by posting such changes or updates to the Developer Center. Any change to this Agreement shall be effective immediately upon posting to the Developer Center and shall apply to any and all use of the Software Programs, the GREE Developer Services and the GREE SNS after such changes are posted on the Developer Center. Accordingly, Developer should regularly review the Developer Center to determine whether this Agreement has been modified. Any use by Developer of the Software Programs, the GREE Developer Services or the GREE SNS after changes to this Agreement have been made shall constitute acceptance of the revised Agreement. Except as otherwise expressly provided herein, any addition or modification to this Agreement must be in writing and agreed to by both parties.
    15. 7.10 Assignment
    16. Developer shall not transfer or assign all or any part of its rights or obligations under this Agreement to a third party without the prior written consent of Company.
    17. 7.11 Severability
    18. If any provision of this Agreement or the application thereof to any person, place or circumstance, is found by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
    19. 7.12 Dispute Resolution
      1. 7.12.1
        Informal Negotiations. GREE and Developer shall first attempt to resolve any disputes which may arise between the parties under this Agreement through informal discussions and negotiations between Company and Developer. In the event such a dispute is not resolvable through informal discussions and negotiations, the parties will resolve the dispute in accordance with the applicable provisions in set forth in Sections 7.12.2 - 7.12.4.
      2. 7.12.2
        Japan.
      3. (a) Governing Law; Jurisdiction. If Developer’s location is recognized by Company at the time of registration as Japan, this Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to its conflicts of laws provisions, and the Japanese language version of this Agreement shall be deemed controlling in the event of any conflict between the Japanese and English language versions of this Agreement. In such cases, the parties agree that the courts of the District Court of Tokyo shall have personal and exclusive jurisdiction over the parties for any dispute arising out of this Agreement that is not covered by the arbitration provisions set forth in this Section.
      4. (b) Arbitration. Except for the right of either party to apply to the courts of the District Court of Tokyo for a temporary restraining order, preliminary injunction or other equitable relief as may be available to preserve the status quo or prevent irreparable harm pending the selection and confirmation of a panel of three (3) arbitrators, any claim, controversy or dispute between the parties arising out of, relating to or connected with this Agreement, or the breach thereof, shall be resolved by expedited binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Japan Commercial Arbitration Association (the “JCAA”). Any such judgment confirming the award rendered by the arbitration panel may be entered in any court having jurisdiction. Any arbitration under this Section shall be administered exclusively by the Tokyo offices of the JCAA and all such proceedings shall be held in Tokyo, Japan.
      5. (c) Language. All proceedings under this Section 7.12.2 shall be conducted in the Japanese language.
      6. 7.12.3
        Outside of Japan.
      7. (a) Governing Law; Jurisdiction. If Developer’s location is recognized by Company at the time of registration as being outside of Japan, this Agreement shall be interpreted according to the laws of the State of California, USA, without regard to its conflicts of laws provisions, and the English language version of this Agreement shall be deemed controlling in the event of any conflict between the Japanese and English language versions of this Agreement. In such cases, the state or federal courts situated in the County of San Francisco, California shall have personal and exclusive jurisdiction over the parties for any dispute arising out of this Agreement that is not covered by the arbitration provisions set forth in this Section.
      8. (b) Arbitration. Except for the right of either party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of a panel of three (3) arbitrators, any claim, controversy or dispute arising out of, relating to or connected with this Agreement, or the breach thereof, shall be resolved by expedited binding arbitration in accordance with the then-current rules and procedures of the International Chamber of Commerce. Any such judgment confirming the award rendered by the arbitrator may be entered in any court having jurisdiction. Any arbitration under this Section shall be administered exclusively in the County of San Francisco, California.
      9. (c) Language. All proceedings under this Section shall be conducted in the English language.
      10. 7.12.4
        Other. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
      11. 7.12.5
        DEVELOPER AGREES THAT ANY LITIGATION, ARBITRATION AND/OR OTHER HEARING UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY ENTERING INTO THIS AGREEMENT, DEVELOPER HEREBY AGREES TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
    20. 7.13 Notices
    21. Any notice to Developer may be provided by email. Any notice by Developer may be provided through the contact form in the Developer Center, or as otherwise specified by Company.
    22. 7.14 Interpretation
    23. Section headings in this Agreement are provided for convenience only and do not modify or alter the meaning of any of the provisions set forth herein. As used in this Agreement, the word “including” means “including but not limited to.”
    24. 7.15 Entire Agreement
    25. The term “Agreement” incorporates by this reference the appendices attached hereto. This Agreement constitutes the complete, final and exclusive understanding and agreement between Company and Developer with respect to the transactions contemplated herein, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between Company and Developer concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
    26. 7.16 Survival
    27. Those terms that by their nature should survive any termination of this Agreement shall survive any such termination, including, without limitation, any licenses granted by Developer to Company, any payment obligations accrued prior to termination and all of the following Appendices, Articles and Sections: Section 2.8, Section 3.2.11, Section 4.3, Section 4.7, Section 5.3, Section 5.4, Section 5.5, Section 5.6, Article 6 in its entirety, Article 7 in its entirety, Section 4.2 of Appendix I, Appendix II in its entirety and Appendix III in its entirety.

    Prior Rrevisions:

    October 30, 2013

    September 27, 2013

    July 31, 2013

    June 21, 2013

    May 22, 2013

    Appendix I- Rules for Guides

    These Rules for Guides (the “Rules for Guides”) sets forth the terms and conditions applicable to Developer’s use of a Guide for an App. These Rules for Guides are attached to and incorporated by this reference into the GREE Developer Agreement (the “Agreement”) between Developer and Company.

    Developer shall ensure that the EULA for its Apps contains provisions consistent with and allowing for the enforcement of the terms and conditions of these Rules.

    1. 1. Definitions
    2. Capitalized terms used in these Rules for Guides shall have the meanings set forth below or if not defined below shall have the meaning given in the Agreement.
      1. 1.1.
        “Guide” means an official guide created by Developer to provide GREE Users with useful information and services about an App.
      2. 1.2.
        “Posted Information” means the information in categories such as “Self-Introductions”, “Bulletin Boards,” “Share,” “Thought Comments,” as well as other text, videos, images and other materials that Developer may post to the Guide account or to the Community.
      3. 1.3.
        “Community” means a community functionality that Developer may create in connection with a Guide account.
      4. 1.4.
        “Posting” means the act of uploading Posted Information onto the Guide account or into the Community, or any other acts involving the posting of information for the Guide account.
      5. 1.5.
        “Guided App” means an App for which a Guide is provided.
    3. 2. Rules for Using the Guide Account
      1. 2.1.
        Developer shall use a nickname for the Guide. Such nickname shall be the same as the name of the Guided App. For example, if the name of the Guided App is ‘tsuri★star’ the nickname for the Guide must be ‘tsuri★star.’
      2. 2.2.
        If the Company at any time instructs the Developer to do so, Developer shall use the same 240 x 240 thumbnail image that Developer submits at the time of publishing the App at the Developer Center for the profile image for the Guide account.
      3. 2.3.
        Developer may place Posted Information only on its own Guide account. Developer shall not place Posted Information in any other location.
      4. 2.4.
        Posted Information shall only be posted by Developer once every 24 hours (regardless of which services are used, including “Self-introduction”, “Bulletin Board,” “Diary,” “Diary Comments,” “Share,” “Thought Comments,” “Photos (including videos), and “Photo Comments”). Postings using the same Guide account shall be counted as a single Posting.
      5. 2.5.
        Developer shall only post Posted Information related to the Guided App.
      6. 2.6.
        Developer shall not send “Friend Requests” to any GREE Users.
      7. 2.7.
        Developer shall not respond to and/or object to a GREE User’s Posting relating to Posted Information (regardless of whether such Developer’s response or objection is by direct and/or indirect means).
      8. 2.8.
        Developer shall not reject a GREE User from accessing or using a Guide account or a Community managed by such Developer.
      9. 2.9.
        Developer may add links to the Guide account or to the Community corresponding to the Guided App in the Guided App.
      10. 2.10.
        Developer shall not include in an App any link to another App provided by Developer or to another Community managed by Developer.
      11. 2.11.
        Aside from Posting within the Guide account or to a Community managed by Developer, Developer shall not use the Guide account in another App to view or visit the accounts of GREE Users using the Guide account, and shall not comment on the Diary, Bulletin Board, Share, Photos, Videos (including, but not limited to, a Community other than the Community managed by Developer).
      12. 2.12.
        Company may (but is not obligated to) review the Posted Information within a Guide account. If Company determines, in its sole discretion, that any Posted Information does not comply with these Rules for Guides, Company may immediately and without notice to Developer hide or delete all or any part of such Posted Information. Further, Company may disclose or provide the Posted Information to a public institution, such as a court or the police, as Company determines is reasonably necessary (a) to protect Company’s rights, assets, and/or services, (b) to protect a third party’s physical wellbeing, life, and/or assets, or (c) to comply with Applicable Law.
      13. 2.13.
        Developer shall take sufficient care to ensure smooth operation of the Guide accounts and Communities managed by Developer. In the event of a dispute between Developer and a GREE User, or between GREE Users of the Guide account, or in a Community managed by Developer, Developer shall be responsible for resolving the matter.
      14. 2.14.
        If Company determines that Developer’s use of the Guide account is in violation of the Agreement (including these Rules for Guides), Company may take such measures as it deems necessary, including, without limitation, suspending and/or terminating access to and/or use of an App on the GREE SNS.
    4. 3. Operation of a Community
      1. 3.1.
        Developer may create one Community per Guide account.
      2. 3.2.
        The Community must have the same name as the Guided App to which the Community relates. For example, if the name for the Guided App is ‘tsuri★star’ the name for the Community corresponding to “tsuri★star”, shall be “tsuri★star.”
      3. 3.3.
        If the Company at any time instructs the Developer to do so, Developer shall use the same 160 x 160 thumbnail image that Developer submitted at the time of publishing the Guided App at the Developer Center as the top image for the Community.
      4. 3.4.
        Any topics introduced in the Community shall be related to the Guided App.
      5. 3.5.
        Only Developer can introduce a topic in the Community.
      6. 3.6.
        Only GREE Users can post comments on a topic in the Community.
      7. 3.7.
        Developer shall not respond and/or object to a GREE User’s Posting about a topic in the Community, whether such response or objection is by direct and/or indirect means. GREE Users shall not be permitted to respond and/or object to another GREE User’s Posting about a topic in the Community, whether such response or argument is by direct and/or indirect means.
      8. 3.8.
        Developer shall not send emails or messages to GREE Users from the Community.
      9. 3.9.
        Developer shall be responsible for managing the content of any Postings in its Communities.
      10. 3.10.
        In the event of suspending the use of the Guide account for reasons such as an act in violation of the Agreement (including these Rules for Guides), Developer shall close the Community for a time period specified by Company.
      11. 3.11.
        Developer shall ensure the smooth operation of Communities managed by Developer. In addition, Developer shall be responsible for resolving any dispute arising between Developer and a GREE User or between GREE Users of a Guided App or in a Community managed by Developer.
      12. 3.12.
        If Company determines in its sole discretion that Posted Information on a Community is inappropriate, Company may delete such Posted Information.
      13. 3.13.
        If Company determines, in its sole discretion, that the purpose or operation of Developer’s Community violates the Agreement (including these Rules for Guides), Company may, in its sole discretion, close the Community.
    5. 4. Copyright
      1. 4.1.
        Developer shall post only Posted Information for which Developer has the necessary Intellectual Property Rights or licenses.
      2. 4.2.
        Developer or a GREE User shall retain any ownership of any Posted Information it posts including all Intellectual Property Rights that it may have therein. Developer hereby grants to Company a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, sublicensable (through multiple tiers) license to publicly perform and display, distribute, reproduce, create derivative works of and use the Posted Information, in any media now known or hereafter developed. Developer shall not, and shall cause GREE Users to not, enforce its moral rights of authorship against use of Posted Information by Company or by a third party that Company designates. Developer represents and warrants that it has the authority to grant the license granted to Company pursuant to this article.
      3. 4.3.
        Except as set forth in Section 4.2 above, the copyright and other Intellectual Property Rights in the Guide account and the information related thereto belong in their entirety to Company and its licensors. Developer shall not copy, transfer, lend, translate, edit, reproduce, publicly perform or display, transmit (including enabling the sending), circulate, distribute, publish, or use for sales such copyright and other Intellectual Property Rights without authorization.
    6. 5. Suspension of the GREE Application Official Account
      1. 5.1.
        If Developer suspends the access to or use of the Guided App on the GREE SNS, the Guide account shall also be suspended and the related Community shall be closed, in accordance with these Rules for Guides.
      2. 5.2.
        Company has no obligation to store Posted Information for a suspended Guide account or for a closed Community.
    7. 6. Other Matters
    8. Developer shall not, and shall not permit a GREE User to, use the Guide account or the Community to engage in any of the following:
      1. 6.1.
        selling, offering to sell, promoting and/or marketing products or services;
      2. 6.2.
        engaging in acts where Developer uses any of the information obtained via the Guide account or a Community for a purpose other than for providing information about the App, or where Developer causes another GREE User or a third party other than Developer to perform a similar act;
      3. 6.3.
        collecting or accumulating another GREE User’s personal information, or attempting to do so;
      4. 6.4.
        posting Company information;
      5. 6.5.
        posting or registering false information;
      6. 6.6.
        sending spam email, or indiscriminately sending friend requests, requests to participate in a Community or message Postings;
      7. 6.7.
        participating in political and religious activities;
      8. 6.8.
        sending invitations to random people with no prior acquaintance (including sending invitations through blogs and bulletin boards);
      9. 6.9.
        retaining a GREE User’s access history for the purpose of inducing additional access; and/or
      10. 6.10.
        engaging in any other acts that Company determines are unsuitable.

    Appendix II- Revenue Share

    This Appendix II - Revenue Share sets forth the terms and conditions for the calculation and payment of the (a) the Developer Allocation to be paid by Company to Developer and (b) Company Allocation to be paid by Developer to Company pursuant to the Developer Agreement. Company may modify at any time the method of calculating the Developer Allocation or Company Allocation in Company’s sole discretion.

    1. I. Appendix Definitions
    2. For the purposes of this Appendix II, the following terms shall have the following meanings:
      1. 1.1 “Company Allocation Rate” means the revenue share percentage of iOS Gross Sales set by the Company and to which the Company is entitled when calculating revenue shares for iOS Apps.
      2. 1.2 “Developer Allocation Rate” means the revenue share percentage of Net Sales to which a Developer is entitled when calculating revenue shares for Android Apps and Web Apps.
      3. 1.3 “Gross Sales” means the total amount of GREE Virtual Currency redeemed by GREE Users on an Android App or Web App.
      4. 1.4 “iOS Gross Sales” means the amount of App-Specific Currency purchased by GREE Users within an App.
      5. 1.5 “Net Sales” means all Gross Sales less amounts for Vendor Charges.
      6. 1.6 “Platform Rate” means the applicable rate for converting a currency to Japanese Yen or for converting Japanese Yen to U.S. Dollars, selected by GREE on a quarterly basis, based on the standard rate published by XE.com, or such other published rate selected by GREE from time to time during the Term, it being agreed that in any event, the rate applied by GREE hereunder shall be exactly the same as the rate applied by GREE to all other games at such time.
      7. 1.7 “Revenue Categories” means the separate categories into which the Company sorts transactions for accounting purposes, which may include but not be limited to being based on the carrier and billing method utilized for each transaction.
      8. 1.8 “Unit Price” means a price set by the Company for the conversion of GREE Virtual Currency to a real currency (e.g., Japanese Yen or U.S. Dollars).
      9. 1.9 “Vendor Charges” means charges imposed by third party vendors such as Google or PayPal for the use of third party settlement services and differs according to the type of Billing App or of GREE Virtual Currency.
    3. II. Developer Allocations for Android Apps
    4. A) The Developer Allocation for J-Coins payable to the Developer for Android Native Apps and Android WebView Apps shall be calculated as follows.
      1. 1. Each day, the number of J-Coins redeemed by the Company within all Android Apps of Developer shall be added up.
      2. 2. The amount of J-Coins redeemed for the day is multiplied by the Unit Price (1.0 Yen plus Japanese consumption tax on such amount to the extent such tax is applicable), and the result is rounded down to the nearest whole Japanese Yen, which will provide the Gross Sales total for that day, in Japanese Yen for Developer.
      3. 3. The Vendor Charges shall be calculated by:
        1. (a) multiplying the Gross Sales amount calculated in II.A.2, above by the applicable vendor charge rate (currently 30% for both Android Native Apps and Android WebView Apps).
        2. (b) the result of the calculation in (a) shall be rounded down to the nearest tenth of a Japanese Yen and
        3. (c) the result of the calculation in (b) shall rounded up to the nearest whole Japanese Yen to give the Vendor Charges amount.
      4. 4. The Vendor Charges calculated pursuant to II.A.3, above, shall be deducted from the Gross Sales calculated pursuant to II.A.2, above, to give the Net Sales for J-Coins.
      5. 5. The Net Sales amount will then be multiplied by the Developer Allocation Rate (85% in the event Developer only creates Android Native Apps; and 70% in the event Developer creates Android WebView Apps or creates both Android Native Apps and Android WebView Apps) and rounded down to the nearest whole Japanese Yen, to reach a preliminary revenue share amount for J-Coins for such day. Such result shall be divided into Revenue Categories pursuant to Appendix III.
    5. B) The Developer Allocation for G-Coins payable to Developer for Android Native Apps and Android WebView Apps shall be calculated as follows.
      1. 1. Each day, the number of G-Coins redeemed within all Web Apps of Developer shall be added up.
      2. 2. The amount of G-Coins redeemed for that day will then be multiplied by the Unit Price (currently with 1 G-Coin being equal to 0.013 US$, which amount is inclusive of Japanese consumption tax to the extent such tax is applicable), which will provide the Gross Sales amount, in U.S. Dollars, for Developer.
      3. 3. The Vendor Charges shall be calculated by:
        1. (a) multiplying the Gross Sales amount calculated in III.B.2, above, by the applicable vendor charge rate (currently 30%).
        2. (b) the result of the calculation in (a) shall be rounded down to the nearest ten thousandth (.0001) of a U.S. Dollar (for example, US$ 1.36528 would be rounded down to US$ 1.3652) and
        3. (c) the result of the calculation in (b) shall rounded up to the nearest thousandth of a US$ (for example, if the result of (b) is US$ 1.3652, this amount would be rounded up to US$ 1.366).
      4. 4. The Vendor Charges calculated pursuant to III.B.3, above, shall be deducted from the Gross Sales calculated pursuant to III.B.2, above, to give the Net Sales for G-Coins.
      5. 5. The Net Sales amount will then be multiplied by the Developer Allocation Rate (85% in the event Developer only creates Android Native Apps; and 70% in the event Developer creates Android WebView Apps or creates both Android Native Apps and Android WebView Apps) and rounded down to the nearest hundredth of a U.S. Dollar, to reach a preliminary share amount. Such result shall be divided into Revenue Categories pursuant to Appendix III.
    6. C) The total preliminary share amounts for Web Apps for each Revenue Category each day will be totaled at the end of the month for each Revenue Category. The total amount payable to Developer in respect of such totals shall be calculated pursuant to Section V below.
    7. III. Developer Allocations for Web Apps
    8. A) The Developer Allocation for J-Coins payable to Developer for all Web Apps shall be calculated as follows.
      1. 1. Each day, the number of J-Coins redeemed by the Company for all Web Apps of Developer shall be added up.
      2. 2. The amount of J-Coins redeemed for the day is multiplied by the Unit Price (1.0 Yen plus Japanese consumption tax on such amount to the extent such tax is applicable), and the result is rounded down to the nearest whole Japanese Yen which will provide the Gross Sales total for that day, in Japanese Yen, for Developer.
      3. 3. The Vendor Charges shall be calculated by:
        1. (a) multiplying the Gross Sales amount calculated in III.A.2, above, by the applicable vendor charge rate (currently 13%).
        2. (b) the result of the calculation in (a) shall be rounded down to the nearest tenth of a Japanese Yen and
        3. (c) the result of the calculation in (b) shall rounded up to the nearest whole Japanese Yen to give the Vendor Charges amount.
      4. 4. The Vendor Charges calculated pursuant to III.A.3, above, shall be deducted from the Gross Sales calculated pursuant to III.A.2, above, to give the Net Sales for J-Coins.
      5. 5. The Net Sales amount will then be multiplied by the Developer Allocation Rate (currently 70%) and rounded down to the nearest whole Japanese Yen, to reach a preliminary revenue share amount for J-Coins for such day. Such result shall be divided into Revenue Categories pursuant to Appendix III.
    9. B) The Developer Allocation for G-Coins payable to Developer for all Web Apps shall be calculated as follows.
      1. 1. Each day, the number of G-Coins redeemed within all Web Apps of Developer shall be added up.
      2. 2. The amount of G-Coins redeemed for that day will then be multiplied by the Unit Price (currently with 1 G-Coin being equal to 0.013 US$, which amount is inclusive of Japanese consumption tax to the extent such tax is applicable), which will provide the Gross Sales amount, in U.S. Dollars, for Developer.
      3. 3. The Vendor Charges shall be calculated by:
        1. (a) multiplying the Gross Sales amount calculated in III.B.2, above, by the applicable vendor charge rate (currently 30%).
        2. (b) the result of the calculation in (a) shall be rounded down to the nearest ten thousandth (.0001) of a U.S. Dollar (for example, US$ 1.36528 would be rounded down to US$ 1.3652) and
        3. (c) the result of the calculation in (b) shall rounded up to the nearest thousandth of a US$ (for example, if the result of (b) is US$ 1.3652, this amount would be rounded up to US$ 1.366).
      4. 4. The Vendor Charges calculated pursuant to III.B.3, above, shall be deducted from the Gross Sales calculated pursuant to III.B.2, above, to give the Net Sales for G-Coins.
      5. 5. The Net Sales amount will then be multiplied by the Developer Allocation Rate (currently 70%) and rounded down to the nearest hundredth of a U.S. Dollar, to reach a preliminary share amount. Such result shall be divided into Revenue Categories pursuant to Appendix III.
    10. C) The total preliminary share amounts for Web Apps for each Revenue Category each day will be totaled at the end of the month for each Revenue Category. The total amount payable to Developer in respect of such totals shall be calculated pursuant to Section V below.
    11. IV. Company Allocations for iOS Apps
    12. Because a Developer on iOS receives distributions directly from Apple, it is necessary to calculate the allocation due and payable from Developer to the Company (i.e., the Company Allocation). The total allocation due and payable to the Company by Developer for iOS Apps shall be the total of the Company Allocation for App-J-Currency plus the Company Allocation for App-G-Currency.
    13. A) The Company Allocation for App-J-Currency shall be calculated for each transaction as follows.
      1. 1. If the application uses version 3.0.0 or higher of the SDK, all amounts of App-J-Currency that are not originally purchased in Japanese Yen from Apple (i.e., purchases made in any of the various currencies permitted by Apple), shall be converted for each transaction into Japanese Yen at the Platform Rate. If the application uses a version of the SDK earlier than version 3.0.0, all amounts of App-J-Currency shall be converted for each transaction into Japanese Yen by multiplying the number of units of App-J-Currency purchased by the Japanese Yen App-J-Currency purchase price.

        In either case, the result of each such calculation shall be rounded down to the nearest whole Japanese Yen. These converted amounts shall then be added to the Japanese Yen totals that have been purchased, all of which together shall be considered the iOS Gross Sales amount (in Japanese Yen).
      2. 2. The Company Allocation Rate shall be calculated as follows (the vendor charge rate is currently 30%):
        1. (i) if Developer only creates iOS Native Apps and uses version 3.0.0 or higher of the SDK:
          1. (a) First, calculate (1 – vendor charge rate) x 0.85, and round the result up to the nearest thousandth (0.001)
          2. (b) Next, subtract the result of the calculation in (a) from (1 – vendor charge rate). The result is the Company Allocation Rate.
        2. (ii) if Developer creates iOS WebView Apps or creates both iOS Native Apps and iOS WebView Apps and uses version 3.0.0 or higher of the SDK:
          1. (a) First, calculate (1 – vendor charge rate) x 0.70, and round the result up to the nearest thousandth (0.001)
          2. (b) Next, subtract the result of the calculation in (a) from (1 – vendor charge rate). The result is the Company Allocation Rate.
        3. (iii) if Developer uses version of the SDK earlier than version 3.0.0:
          1. (a) First, calculate (1 – vendor charge rate) x 0.87, and round the result up to the nearest thousandth (0.001)
          2. (b) Next, subtract the result of the calculation in (a) from (1 – vendor charge rate). The result is the Company Allocation Rate.
        4. 3. The preliminary amount payable to the Company by Developer with respect to App-J-Currency, which will be denominated in Japanese Yen, shall be calculated for each transaction as follows:
          1. (a) The iOS Gross Sales amount shall be multiplied by the Company Allocation Rate.
          2. (b) the result of the calculation in (a) shall be rounded down to the nearest tenth (0.1) of a Japanese Yen and
          3. (c) the result of the calculation in (b) shall rounded up to the nearest whole Japanese Yen to give the preliminary share amount for App-J-Currency.
      3. B) The Company Allocation for App-G-Currency shall be calculated for each transaction as follows.
        1. 1. All amounts of App-G-Currency and that are not purchased in U.S. Dollars from Apple (i.e., all those purchases made in any of the other various currencies permitted by Apple), shall be converted for each transaction into U.S. Dollars as follows:
          1. i. First, such amounts shall be converted from the local currency to Japanese Yen at the Platform Rate with the result of such conversion rounded down to the nearest thousandth (.001) of a Japanese Yen.
          2. ii. The amount in Japanese Yen calculated pursuant to (i) above shall then be converted to U.S. Dollars at the Platform Rate with the result of such conversion rounded down to the nearest hundredth (0.01) of a U.S. Dollar.
        2. Each of the converted currencies shall be added together with the U.S. Dollar amount totals that are purchased, all of which together shall be considered the iOS Gross Sales amount (in U.S. Dollars).
        3. 2. The Company Allocation Rate shall be calculated as follows (the vendor charge rate is currently 30%):
          1. (i) if Developer only creates iOS Native Apps:
            1. (a) First, calculate (1 – vendor charge rate) x 0.85, and round the result up to the nearest thousandth (0.001)
            2. (b) Next, subtract the result of the calculation in (a) from (1 – vendor charge rate). The result is the Company Allocation Rate.
          2. (ii) if Developer creates iOS WebView Apps or creates both iOS Native Apps and iOS WebView Apps:
            1. (a) First, calculate (1 – vendor charge rate) x 0.70, and round the result up to the nearest thousandth (0.001)
            2. (b) Next, subtract the result of the calculation in (a) from (1 – vendor charge rate). The result is the Company Allocation Rate.
        4. 3. The preliminary amount payable to the Company by Developer in respect of App-G-Currency, which will be in U.S. Dollars, shall be calculated for each transaction as follows:
          1. (a) The iOS Gross Sales amount shall be multiplied by the Company Allocation Rate.
          2. (b) the result of the calculation in (a) shall be rounded down to the nearest thousandth (0.001) of a U.S. Dollar and
          3. (c) The result of the calculation in (b) shall rounded up to the nearest hundredth (0.01) of a U.S. Dollar to give the preliminary share amount for App-G-Currency.
        5. 4. The total preliminary share amounts for iOS Apps shall be sorted into Revenue Categories, and the amounts for each Revenue Category will be totaled at the end of the month for both App-J-Currency and App-G-Currency. The total amount payable to Company in respect of such totals shall be calculated pursuant to Section V, below.
      4. V. Month-End Calculation and Payment
      5. A) At the end of each month, each of the preliminary share amounts for J-Coins, G-Coins, App-J-Currency and App-G-Currency shall, if necessary, be converted to the currency selected by the Developer at the time of registration as follows (such calculation to be performed separately for each Revenue Category):
        1. 1. If such preliminary share amount is to be converted from U.S. Dollars into Japanese Yen, the preliminary share amount shall be multiplied by the U.S. Dollar-Japanese Yen Conversion Rate and the result shall be rounded down to the nearest whole Japanese Yen.
        2. 2. If such preliminary share amount is to be converted from Japanese Yen into U.S. Dollars,
          1. (a) First, the conversion rate shall be calculated by determining the inverse of the U.S. Dollar-Japanese Yen Conversion Rate, with the result rounded to the nearest ten-thousandth (0.0001) for the avoidance of doubt, amounts equal to or greater than 0.00005 shall be rounded up).
          2. (b) Next, such preliminary share amount shall be multiplied by the amount calculate pursuant to (a), and the result rounded down to the nearest hundredth (0.01) of a U.S. Dollar.
      6. B) Following the conversions pursuant to (A) above (if any):
        1. 1. The preliminary share amounts of each Revenue Category of J-Coins and G-Coins shall be summed to give a total Developer Allocation amount for such month;
        2. 2. The preliminary share amounts of each Revenue Category of App-J-currency and App-G-Currency shall be summed to give a total Company Allocation amount for such month: and
        3. 3. The Developer Allocation amount calculated in (i) shall be offset against the Company Allocation amount calculated in (ii) and the resulting amount shall be paid by Company to Developer or by Developer to Company, as applicable.
      7. Additional information regarding certain calculations regarding Revenue Categories are set forth in Appendix III.

    Appendix III- Revenue Category

    This Appendix III provides additional details of the process of calculation of J-Coins and G-Coins as described in Appendix II.

    1. J-Coins
    2. The Developer Allocation for J-Coins amount allocated to the Revenue Category n shall be calculated as follows:
      1. (i) First, calculate the total Developer Allocation for J-Coins allocated to Revenue Categories 1 through n-1 as follows:
        1. (a) multiply the total Developer Allocation for J-Coins amount by the number of J Coins allocated to Revenue Categories 1 through n-1
        2. (b) divide the result of the calculation in (a) above by the total number of J Coins
        3. (c) round the result of the calculation in (b) above down to the nearest whole Japanese Yen.
      2. (ii) Next, calculate the total Developer Allocation for J-Coins allocated to Revenue Categories 1 through n as follows:
        1. (a) multiply the total Developer Allocation for J-Coins amount by the number of J Coins allocated to Revenue Categories 1 through n
        2. (b) divide the result of the calculation in (a) above by the total number of J Coins
        3. (c) round the result of the calculation in (b) above down to the nearest whole Japanese Yen.
      3. (iii) The Developer Allocation for J-Coins amount allocated to the Revenue Category n shall be the amount calculated in (ii) above minus the amount calculated in (i) above.
    3. G-Coins
    4. The Developer Allocation for G-Coins amount allocated to the Revenue Category n shall be calculated as follows:
      1. (iv) First, calculate the total Developer Allocation for G-Coins allocated to Revenue Categories 1 through n-1 as follows:
        1. (a) multiply the total Developer Allocation for G-Coins amount by the number of G Coins allocated to Revenue Categories 1 through n-1
        2. (b) divide the result of the calculation in (a) above by the total number of G Coins
        3. (c) round the result of the calculation in (b) above down to the nearest hundredth (0.01) of a U.S. Dollar.
      2. (v) Next, calculate the total Developer Allocation for G-Coins allocated to Revenue Categories 1 through n as follows:
        1. (a) multiply the total Developer Allocation for G-Coins amount by the number of G Coins allocated to Revenue Categories 1 through n
        2. (b) divide the result of the calculation in (a) above by the total number of G Coins
        3. (c) round the result of the calculation in (b) above down to the nearest hundredth (0.01) of a U.S. Dollar.
      3. (vi) The Developer Allocation for G-Coins allocated to the Revenue Category n shall be the amount calculated in (v) above minus the amount calculated in (iv) above.
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