Article 1 Introduction

• 1. The Terms of Service (the “Terms”) refers to the game application “UNITOPIA” (the “App”, including services provided on the application) provided by CLIVER inc. (the “Company”) and defines the conditions between the user of the App (the “User”) and the Company. When using this App, User shall agree to all the contents of the Terms, and unless the Terms are agreed to, User cannot use this App. When User downloads this App to a smartphone or other computing device and completes the procedure for agreeing to the terms, an agreement is established between the User and the Company in accordance with the Terms.
• 2. The Company may change the Terms at any time by disclosing the details of the change and the timing of the change by posting in the App or other appropriate methods at the Company’s discretion. Unless otherwise specified by the Company, from the moment the changed Terms is posted on the App or in an appropriate place on a website for the App separately defined by the Company (the “Official Website”), the Terms immediately take effect. If the User continues to use the App after the Terms have been changed, the User shall be deemed to have valid and irrevocable consent to the changed Terms. When using the App, please refer to the latest Terms at any time.
• 3. If the contents of the Terms and other provisions conflict, the Terms shall prevail to the extent of such conflict, in regards to the App.

All contents, characters, groups and stories as well as any element in the App are entirely fictional, and not related to actual events. Also, Users acknowledge that the App was not created or developed based on any social or political spectrum.

Article 2 Usage License and Content Change

• 1. The Company shall hereby grant to Users the non-transferrable, non-sublicensable and non-exclusive personal use license regarding the digital contents provided through the App (the “Contents”), according to the provisions of these Terms.
• 2. For the avoidance of doubt, the Company shall not assign to User or recognize any ownership or such rights to use, profit from, or dispose of the Contents at will. Additionally, the Terms do not grant Users the usage license for any future upgrades etc. of the App.
• 3. The Company may change the App’s functions and specifications (including rules, designs, pictorial representation, effects, parameters, scenarios, and all other items) without notifying Users.

Article 3 Precautions for Use of App

• 1. Users may use the App according to the Company’s prescribed method. Users shall use the App under his/her own responsibility, and shall bear responsibility for any act performed in the App and the results thereof, except where it is attributable to the Company.
• 2. Users shall agree to items in the following subparagraphs upon use of the App.
  • (1) If a User is a minor (under 20), he/she shall use the App after acquiring the consent of a legal representative such as a parental guardian (including the consent to the Terms).
  • (2) Program data and related document files etc. needed for the App’s display and operation may be automatically modified and updated without prior notice.
  • (3) In circumstances where Users cannot connect to the network while running the App, such as leaving a service range, and losing connection inside or behind a building, the App may be temporarily unavailable.
  • (4) Charges related to downloading the App may apply separately.
• 3. If a User delete the App from his/her device or change his/her device, the User’s all information will be unavailable. Furthermore, there may be cases where the User’s information is restored, when the User performs voluntary backup and restoration from such data, according to the Company’s prescribed backup method. However, such backup shall be performed voluntarily on the User’s own responsibility, otherwise, under no circumstances shall the Company be liable for any accuracy, integrity or usability of the possibility of the backup or the User’s backed-up information, except where it is attributable to the Company.
• 4. The Company may display adverting of the Company or a third party in the App. The Company may announce its new services, distribute advertisement, communicate regarding administration of the App’s operation and provide other information to Users.

Article 4 Rights of App

• 1. Any and all copyrights and other rights regarding game data etc. related to the Official Website and the App (the “Game Data”) are expressly reserved by the Company or its licensor.
• 2. Users may not copy, publicly transmit, transfer, loan, or translate or other, regarding the App, the Official Website or the Game Data etc. in any manner.

Article 5 In-Game Currency

• 1. Users purchase the dedicated in-game currency (the “Game Currency”) over the App, and may use it only within the App. Also, the Game Currency may be granted free of charge by the Company as a gift. Furthermore, the Game Currency’s pricing, expiry date, payment methods and other conditions shall be prescribed by the Company and separately notified to Users.
• 2. Game Currency may be purchased under the following conditions.
  • (1) Only the User of the App may purchase the Game Currency.
  • (2) The Game Currency may be purchased by each unit separately prescribed by the Company. Furthermore, there may be the maximum monthly number of the Game Currencies and a limit for the total number of unused Game Currencies after purchase.
  • (3) If the User who purchases the Game Currency is a minor or other person with limited capacity, it must be done after acquiring the consent of a legal representative such as a parental guardian. If a Game Currency purchase order is made by a person with limited capacity such as a minor, he/she shall be deemed to have acquired the consent of a legal representative.
  • (4) Game Currency shall be null upon deletion of the App, and may not be taken over or summed up between different devices. However, there may be cases where unused Game Currency is restored or taken over by the User’s voluntary backup and restoration from such backup data according to the Company’s prescribed backup method, and the Company shall not guarantee any accuracy, integrity or usability of the possibility of such restoration or succession, and under no circumstances shall the Company be liable for the null Game Currency.
  • (5) The Company shall separately prescribe the payment methods in regards to purchasing the Game Currency.
  • (6) The Company shall not issue a receipt for any payment settlement for the Game Currency.
• 3. The Game Currency may be used under the following conditions.
  • (1) Users may use the Game Currency according to the Company’s prescribed method.
  • (2) The number of the required Game Currencies to exchange for paid contents shall be individually prescribed within the App. When a User receives the corresponding contents, the Game Currency used to receive such contents will be void. Additionally, the Game Currencies purchased for a fee shall be given priority to be used and void before the Game Currency granted to the User for free, unless otherwise separately prescribed within the App.
  • (3) The Company shall not refund for the Game Currency for any reason, except where demanded by law.
  • (4) Users may not exchange the Game Currency for cash or for an asset or a service other than the Company’s designated services or contents, or any other economic benefit.
• 4. There may be cases where the Company provides a paid item or content itself for a fee, other than the Game Currency. In such cases, provisions regarding the Game Currency from the Terms shall apply, except where specially prescribed.
• 5. In cases where a User passed a payment due date for the Game Currency fees, he/she shall pay the Company interests for delay, for the days from the day after the due date to the day before payment is settled, with a 14.6% interest charge per year. Furthermore, transaction fees and any other costs required for such payment shall be borne by the User.
• 6. If the Company recognizes that a User’s Game Currency payment is overdue, the Company may stop the User’s use of all services provided without notice.

Article 6 Advance Payment Method

The Game Currency described as an advance payment method on the Company’s separate page titled as [“Act on Specified Commercial Transactions” and “Payment Services Act”] shall be treated as an advance payment method according to the Payment Services Act. Other contents purchased by such advance payment method are not considered the advance payment method, as it is deemed that the product or service is provided upon acquisition.

Article 7 Prohibition of Game Currency

The Company may abolish the Game Currency (meaning both issue and use of the Game Currency will be ended) during a notification period as the Company may consider reasonable, by notifying on the App or the Official Website. In such cases, the Company shall perform a refund process in accordance with laws, and the Game Currency shall be invalid upon completion of such refund process. Furthermore, the Company shall not be responsible for any damages that may be caused by such abolition of the Game Currency, except where it is attributable to the Company.

Article 8 Costs

Users shall purchase his/her device, bear any expenses for implementation and maintenance, per-packet charges, data usage fees and other charges. The App may periodically connect to the network and perform communication with or without warning. In such cases, additional charges related to use over the cellular network may apply separately.

Article 9 Acquisition and Use of Information

• 1. The Company will appropriately handle Users’ personal information acquired by the Company in accordance with the separately prescribed Privacy Policy.
• 2. In case the Company, in accordance with the Terms, deletes a User’s account or end provision of the App, the User consents in advance that the Company may delete the User’s all information and data at its own discretion.

Article 10 Prohibited Actions

• 1. When using the App, Users may not conduct any of following acts.
  • (1) A violation of law and the Terms
  • (2) Any activities that threaten public order and the standards of decency
  • (3) Falsification of information submitted to User registration and other, and/or providing or disseminating false information to the Company or third parties over the App
  • (4) Inappropriately collecting and using other User’s personal information
  • (5) Infringing on intellectual property rights, portfolio rights, and any other rights of the Company and/or third parties
  • (6) Making use of the App or information acquired from the App for obtaining any profit
  • (7) Selling or buying, or conducting an exchange transaction for a user account, an item, or the Game Currency or game data etc. (but not limited to these) whether inside or outside the App by cash or the similar
  • (8) Agreeing to sell, buy or conduct an exchange transaction in the preceding subparagraph whether inside or outside the App, or any other actions done as preparation for such
  • (9) Illegally manipulating results gained from use of the App by the User him/herself or in collusion with other User, or by using other User’s action
  • (10) Causing a significant load on a server or a network required to operate the App
  • (11) Illegal access or any other actions to impersonate other User
  • (12) Intentionally providing or disclosing information related to failures of the App to third parties other than the Company
  • (13) Modifying or damaging, or reverse-assembling, decompiling or reverse-engineering programs used for the App
  • (14) Unauthorized rewriting or deletion of information stored in the Company’s facility
  • (15) Inflicting a loss on the Company or third parties, or causing any inconvenience to such parties
  • (16) Activities that could disable and/or disturb the proper provision and operation of the App
  • (17) Losing credibility of the Company or the App
  • (18) Profit giving or any other cooperation for antisocial organizations
  • (19) If a User is a minor or other person with limited capacity, using the App without acquiring the consent of a legal representative such as a parental guardian
  • (20) Any other actions the Company reasonably judges inappropriate
• 2. If a User conduct any of the above subparagraphs, the Company may without advance notice, immediately suspend the User’s use of his/her account, and the Company shall not be responsible for any damages that may occur to the User due to the suspension.

Article 11 Limitation on Use of App, and Discontinuation, Suspension and Termination of Provision

• 1. The Company may, at its own discretion, limit use, or discontinue, suspend or terminate provision for the whole or part of the App, by notifying Users in advance by means of publishing them in the App, the Official Website or the Company’s other operating website, or other means the Company considers appropriate.
• 2. Notwithstanding the provision of the above paragraph, in case any of the below subparagraphs occurs, the Company shall be able to conduct temporarily or long-term suspension or termination without notifying Users in advance.
  • (1) In case the App cannot be provided due to earthquakes, tsunamis, floods or other natural disasters, or fires, power outages or other unexpected accidents, or wars, riots, mayhem, international disputes, labour disputes or other force majeure
  • (2) In case the App cannot be provided due to regular or urgent maintenance of the system etc., congestion of the network lines, failures of providers etc. which are critical for provision of the App
  • (3) Other than prescribed in the above Subparagraph (2), in case the Company determines suspension or termination of the App provision is necessary for inevitable reasons
• 3. Regardless of the Paragraph 1, in case the Company judges that a User committed an activity violating the Terms or there were reasonable grounds to believe that the User has or may have committed such activities, or the User has not used or accessed the App for the past six months, the Company, without prior notice, shall be able to limit use, or discontinue, suspend or terminate provision of the App, or take other countermeasures against the User the Company considers necessary.
• 4. The Company shall not be liable for any damages that may occur to the User due to limitation on use of the App, and discontinuation, suspension and termination of provision of the App, except where it is attributable to the Company.
• 5. For the avoidance of doubt, if the User, for any reason, lost his/her rights to use the App, the User consents in advance that he/she also cannot use contents related to the App.

Article 12 Damages

• 1. A User who causes any damage to the Company (including cases where the Company is asked for compensation or other from a third party) by violating the provisions in the Terms or due to a cause imputable to the User’s responsibility, will compensate the Company for the damage (including reasonable legal fees).
• 2. Should the User suffer damages in relation to the use of the App due to reasons for which the Company is liable, the Company will compensate only the general damage that has actually been caused by the Company, and the amount of compensation shall not exceed the amount equivalent to the total price for the Game Currency purchased by the User in the App in the last one month counting from the date such damage occurred, or 10,000 JPY , whichever is lower. However, in the case of willful misconduct or gross negligence by the Company, such set limitation shall not be applied.

Article 13 Transfer of Rights

• 1. In addition to the provisions prescribed in the Terms, no User may transfer, assign, offer as security or dispose of in any other manner to a third party his/her rights or obligations based on the Terms.
• 2. If the Company assigns the business concerning the App to another party, the Company may, in correlation with the transfer, assign to the assignee of such business assignment their status in regards to the Terms, their rights and obligations based on the Terms as well as user information and any other information, and Users consent in advance to such business assignment. Furthermore, the business assignment shall include not only ordinary business transfer but also demergers and any other cases where the business can transfer.

Article 14 Disclaimers

• 1. The Company shall provide the App “as is”, ensure that the App does not infringe rights of third parties and there is no flaw such as bugs or defect related to security and such, be in compliance with laws and internal regulations applicable to Users, and make no guarantee for the App as to its completeness, accuracy, validity, reliability, usefulness, suitability to the purposes, or compliance with Users’ operating environmental of the App, and Users shall accept to use the App on their own judgment and responsibility. Users shall acknowledge in advance that, according to change of app stores’ terms of service and investment policies, some or all of the use of the App may be limited.
• 2. In no event shall the Company be liable for any damage on a User resulting from addition, change, suspension or termination of the App, except where it is attributable to the Company.
• 3. Under no circumstances shall the Company be liable for heavy traffic, and unauthorized access and computer virus infection to the App and other activities by third parties or electric communication companies, or damages on Users resulting from electric communication companies or other companies.
• 4. In no event shall the Company be liable with respect to disputes between Users and third parties (including other Users) resulting from use of the App.
• 5. If there are reasonable grounds for the Company to believe that a User has or may have violated the Terms, the Company, according to Article 10 Item 3, may limit use of the services or take other countermeasures against the User the Company considers necessary, however, in no event shall the Company be liable for any damage on the User resulting from this.

Article 15 Governing Law and Jurisdiction

• 1. These Terms shall be governed by the laws of Japan.
• 2. In the case of question or dispute arising between a User and the Company in connection with the App or the Terms shall be resolved through the discussion in the good faith between the parties, but if a settlement cannot be made, as per the subject matter jurisdiction, the Tokyo District Court or Tokyo Summary Court shall be the exclusive agreement jurisdictional court in the first instance.

Article 16 Others

• 1. If any provision of or part of the Terms is held invalid or unenforceable under applicable law, such decision does not affect other part, and all or part of other provision shall remain in full force and continue to be enforceable.
• 2. If any provision of or part of the Terms is found to be invalid or unenforceable, or revoked in relation with a User, this shall not affect the validity and enforceability of the Terms in relationship with other Users.

 

Enacted on April 26th, 2019
CLIVER inc.