For the purposes of these TOU, the following terms shall have the following meanings:
- “Advertisement Server” refers to the hardware and software, which distributes advertisements sold by Nordot, Publisher, or a third party, in connection with the Service.
- “API Server” refers to the hardware and software that Nordot provides, using which, Publisher:
- stores Content in Data Storage;
- retrieve Content from Data Storage; and
- distributes Content from Data Storage.
- “Content” refers to each Story, Lead-in, and Curation stored in Data Storage.
- “Curation” refers to a Lead-in that is selected by Publisher of a Media Unit for distribution to Users, preceding with or without an annotation that Publisher may choose to add.
- “Data Storage” refers to the hardware and software that Nordot provides in which or from which (as the case may be) Publisher, through its Media Units, stores Stories, retrieves Lead-ins, and distributes Curation, in connection with the Service.
- “Lead-in”, with respect to a Story, refers to the Story’s title, the first 100 characters of body text of the Story (only when the total number of characters of such body exceeds 100), one (1) image (if any), and copyright information, which are extracted from the Story by Nordot in order to be distributed as a Curation by Publisher of a Media Unit.
- ”Media Unit” refers to an activity unit that is created and possessed by Publisher. Publisher may create and own multiple Media Units. Publisher, through the Media Units, may store, retrieve, and distribute Content into or from Data Storage.
- “Service” refers to the service “nor.”, which is the hardware and software that Nordot provides. The Service allows Publisher to:
- store Content in Data Storage;
- retrieve Content from Data Storage; and
- distribute Content from Data Storage.
- “Story” refers to a title, text body, images and/or videos, along with copyright information.
- “User” refers to either a corporation or an individual that makes their web browser or other application software (hereinafter referred to as an “Application including a Web Browser”) receive distribution of Content from the Web Server, and views a page or pages built of said Content, regardless of the operating system or hardware on which the User operates the Application including a Web Browser.
- “Web Server” refers to the hardware and software by which Publisher distributes Content from Data Storage in connection with the Service.
The Service includes functionality which potentially enables Publisher to obtain profit under the terms set forth in these TOU.
- Purpose of TOU
- Establishment of Agreement
- In order to use the Service, Publisher shall follow the procedures for creating an account for the Service by notifying Nordot, in a manner designated by Nordot, of the contact information (including the name of the person responsible) to be used when Nordot, or a third party entrusted under Section 20, contacts Publisher, and other information designated by Nordot.
- At the time when the procedure set forth in Section 3.1 is completed, Nordot may in its discretion choose to (but shall not be obligated to) create Publisher’s account for the Service, and when an authorized representative of Publisher logs in to the system with the use of his/her individual OpenID that is approved by Nordot and accepts these TOU, an agreement concerning the use of the Service under these TOU (hereinafter referred to as this “Agreement”) shall be established between Nordot and Publisher as these TOU stipulates.
- After establishment of these TOU, Publisher may appoint, in a manner designated by Nordot, several individuals responsible for using the Service. The appointed individuals may use the Service under these TOU that is established under Section 3.2, through their logging in to the Service with the use of the OpenID separately assigned to them.
- Usage fee
As a usage fee for the Service, Publisher shall pay to Nordot an amount equivalent to nineteen (19.0) percent of monthly Acquired Profits (as defined below) of Publisher calculated under Section 11.
- Storage of Stories
- Publisher may store a Story it creates in its own Media Unit approved by Nordot, in a manner designated by Nordot.
- Publisher may store a Story it creates in one of the statuses set forth below, in its own Media Unit:
The status of the Story is not “public”.
The status of the Story is “public”, but the release date set by Publisher in its Media Unit has not yet arrived.
The status of the Story is “public”, the release date set by Publisher in its Media Unit has arrived, and the end date of the release has not yet arrived.
The status of the Story is “public”, and the end date of the release set by Publisher in its Media Unit has arrived.
- Publisher may cease storage of a Story by deleting the Story from Data Storage in their Media Unit, in a manner designated by Nordot.
- Storage and distribution of Lead-ins
- A Lead-in of Publisher’s Story will be extracted from the Story stored in their Media Unit by Nordot, and stored in the Media Unit. A Lead-in shall be stored in the same status as that of the Story as set forth in Section 5.2, and storage of the Lead-in shall be ceased when storage of the Story is ceased.
- Among Lead-ins stored in Publisher’s Media Unit, only those with the status of “public” (as described in Section 5.2(3)) are deemed to be distributed from the API Server to another Media Unit.
- Retrieval of Lead-ins
- Publisher may retrieve its Lead-in stored in its Media Unit, in a manner designated by Nordot, regardless of whether the Lead-in is in any of the statuses mentioned in Section 5.2.
- Publisher may retrieve a Lead-in stored in another party’s Media Unit, in a manner designated by Nordot, only if the Lead-in has “Public” status (as described in Section 5.2(3)).
- Storage, retrieval, and distribution of Curation
- Publisher may store a Lead-in in its Media Unit as Curation, after retrieving the Lead-in pursuant to Section 7.
- Publisher may store Curation in one of the statuses set forth in the following items, in its own Media Unit.
The status of the Curation is not “public”.
The status of the Curation is “public”.
- Publisher may cease storage of Curation by deleting the Curation from Data Storage in its Media Unit, in a manner designated by Nordot.
- Publisher may retrieve its Curation stored in its Media Unit, in a manner designated by Nordot, regardless of whether the Curation is in any of the statuses mentioned in Section 8.2.
- Publisher may distribute its Curation stored in its Media Unit to a User from a web server operated by Publisher, after retrieving the Curation pursuant to Section 8.4. Publisher shall not alter any Lead-in constituting the Curation, unless it is a Lead-in created by Publisher.
- Publisher shall be deemed to configure its Curation stored in its Media Unit to be distributed from the API Server to another Media Unit only if the Curation has “Public” status (as described in Section 8.2(2)).
- Publisher may, in its Media Unit approved by Nordot, retrieve Curation stored in another Media Unit, in a manner designated by Nordot, only if the Curation has “Public” status (as described in Section 8.2(2)).
- Publisher may distribute Curation that is retrieved pursuant to Section 8.7 to a User from a web server operated by Publisher. Publisher shall not alter the Curation and/or any Lead-in that constitutes the Curation, unless it is a Lead-in created by Publisher.
- Retrieval and distribution of Stories
- Publisher may retrieve its Stories stored in its Media Unit in any of the statuses mentioned in Section 5.2, in a manner designated by Nordot.
- Publisher may distribute their Stories stored in their Media Unit to a User from a web server operated by Publisher, after retrieving the Stories under Section 9.1.
- Publisher shall be deemed to configure its Story stored in its Media Unit to be distributed from the Web Server to a User only if the Stories have “Public” status (as described in Section 5.2(3)).
- In connection with distribution as set forth in Section 9.3, Publisher shall cause Nordot to configure the Advertisement Server to distribute an advertisement sold by Nordot, Publisher, or a third party, for the purpose of generating revenue.
- Publisher may generate revenue in any manner that is consistent with these TOU in connection with distribution, as set forth in Sections 8.5, 8.8, and 9.2.
- Revenue acquisition
Nordot will receive sales revenue generated by ads pursuant to Section 10.1 and calculate profits (which calculation shall include the deduction of expenses, determined by Nordot in its sole discretion, including but not limited to fees to be paid to the operator of the Advertisement Server; the same shall apply hereinafter) to be obtained by Publisher in accordance with the terms set forth below.
- When a User views a Story through Curation
Acquired profit of the Media Unit storing the Story: 61.8% of the acquired profit from advertisements per single view of the Story by the User.
Acquired profit of the Media Unit storing the Curation: 38.2% of the acquired profit from advertisements per single view of the Story by the User.
- When a User views a Story not through Curation
Acquired profit of the Media Unit storing the Story: 100% of the acquired profit from advertisements per single view of the Story by the User.
- When a User views a Story through Curation
- Receipt of acquired profits
- Nordot will calculate the total amount of profits acquired by Publisher through its own Media Unit under Section 11 for each month up until the last day of such, prepare a statement specifying the amount (hereinafter referred to as the “Acquired Profits”) after deduction of the usage fee under the provisions of Section 4, and no later than the 15th of the next month, make the statement available for inspection by Publisher, in a manner separately designated by Nordot.
- Nordot will pay to Publisher the Acquired Profits and any applicable federal, national, state and local tax (including without limitation consumption tax) applicable thereto on the basis of the statement described in Section 12.1, after withholding any applicable withholding tax amounts, by transferring the amount due to a bank account designated by Publisher no later than the end of the month following the one immediately after the month for which said detailed statement is prepared. Notwithstanding the foregoing, if the amount to be paid is less than 10,000 Japanese yen (JPY), it shall be carried over to the next month or thereafter until it reaches 10,000 JPY. Nordot shall bear the bank transfer fee. Nordot may elect in its sole discretion to make any payment due hereunder in Japanese yen or in the local currency equivalent (based on Publisher’s location).
- Publisher shall notify Nordot of any objections to the content of the statement no later than the end of the month following the one for which the statement is prepared, and consult Nordot in good faith to resolve the matter. In this case, neither Nordot nor Publisher shall bear any interest that may accrue on the amount to be settled.
- If Publisher terminates these TOU while the total amount of payment under Section 12.2 is less than 10,000 JPY, Nordot shall transfer the amount to a bank account designated by Publisher by the end of the month following the one immediately after the month of termination. Publisher shall pay the bank transfer fee.
- Before receiving Acquired Profits, Publisher shall notify Nordot of its address and telephone number for Nordot, or a third party entrusted under Section 20, to contact Publisher, in a manner designated by Nordot.
- Representations and warranties
- Publisher represents and warrants that none of its Content will infringe any third party’s intellectual property rights or rights of publicity, privacy, honor, or likeness.
- Publisher represents and warrants that none of its Content will be created for the purpose of advertising Publisher itself or a third party (except when cases where Nordot provides prior written consent for such content).
- Publisher represents and warrants that it will not store articles created by a third party and/or published as the third party’s work as Content.
- Modification or deletion of Stories
- Publisher shall promptly take necessary measures, such as modification or deletion of the relevant Content, when:
- it detects an error or any issue requiring correction in Publisher’s Content, or it is notified by any User or Nordot of such an error or issue;
- it detects any Content that breaches Publisher’s representations and warranties under Section 13, or it is notified by any User or Nordot of such Content; or
- it detects any Content that does not comply with these TOU.
- Notwithstanding the foregoing, in the event of an emergency, Publisher shall consult Nordot in good faith to determine measures to be taken.
- In cases where Publisher fails to take necessary measures such as modification and deletion when any of the items set forth in Section 14.1 applies, or where no necessary measures are taken for an emergency event set forth in Section 14.2, Nordot may delete any Content that falls under any of the following items, as determined by Nordot in its sole and absolute discretion:
- Content which may be contrary to public order and morals, or when it may disrupt the social order;
- Content which may lead to defamation, privacy infringement, damage to credit, or obstruction of business;
- Content which uses a third party’s name, photo, speech, trademark, or copyright without permission;
- Content which is taken and modified from a third party’s Content without permission;
- Content which is likely to damage the business or reputation of other Publishers and/or Nordot; or
- Content that Nordot otherwise determines to be inappropriate.
- Publisher shall promptly take necessary measures, such as modification or deletion of the relevant Content, when:
- Responsibilities relating to content and data
- If Nordot receives any claim (including a claim for damages or an injunction, regardless of the reason of the claim or of whether or not a suit is filed) from a third party on the grounds that Content has infringed a third party’s intellectual property rights, publicity rights, privacy rights, honor rights, likeness rights, or other rights, or otherwise due to Publisher’s breach of these TOU, Publisher shall, at its own expense, indemnify, hold harmless, and defend Nordot under the instruction of Nordot and shall not cause any cost, expenses, and/or disturbance to Nordot. If said claim causes any damages to Nordot, Publisher shall compensate Nordot for those damages.
- Publisher shall, at its own expense, take appropriate measures if any inquiry or claim is addressed by a User or other third parties in connection with Content, either during the term of these TOU or after expiration thereof.
- License and Ownership of Intellectual Property Rights
Publisher hereby provides Nordot a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to display, distribute and utilize all intellectual property (including copyright, rights to likeness, trademark rights) necessary for Nordot to display, distribute and use any Content created by Publisher in the manner contemplated by these TOU (such license, the “Publisher Content License”). Publisher furthermore represents and warrants that Publisher owns or properly licenses all such intellectual property and has due legal power and authority to provide to Nordot the Publisher Content License. This Section 16 shall not, and is not intended to, effect a transfer of the ownership of any of Publisher’s intellectual property to Nordot. Publisher acknowledges and agrees that other than Publisher’s Content, Nordot is the owner or licensor of all content and other intellectual property associated with the Service (collectively, “Other Content”) and Publisher shall not receive under these TOU any license or other rights in connection with such Other Content.
- Use for promotional purposes
Nordot may use images from or of any page which is created using Content as displayed by an Application including a Web Browser, and which is captured by a camera, a computer function, or any other method, for the purpose of advertisement or sales promotion of the Service.
- Prohibited acts
Publisher shall not create or use any brochures, or similar items, whether in physical or digital format, bearing the service mark, logo, or trademark of “nor.” or the business name of Nordot, for itself or for a third party without prior written approval of Nordot.
- Responsibilities for operation of Service
Nordot shall, at its own expense, in the manner Nordot determines to be appropriate in its sole and absolute discretion, take necessary measures if any inquiry or claim is addressed by a User or other third parties in connection with operation of the Service, either during the term of these TOU or after expiration thereof.
- Entrustment of operation
- Nordot may entrust all or part of the operation of the Service to a third party on its own responsibility.
- In the event of entrustment under Section 20.1, Nordot shall ensure that the entrustee will assume the same obligations as assumed by Nordot under these TOU in connection with operation of the Service, and Nordot shall be responsible for acts of the entrusted company.
- Suspension and interruption of operations
- Nordot may temporarily interrupt or suspend the Service by giving prior notice to Publisher, or without any notice in the case of necessity (as determined by Nordot in its sole discretion), when any of the following applies to the Service:
- when system facilities or the system itself requires regular or urgent maintenance, inspection or upgrade;
- when operation of the Service is rendered difficult due to a fire, power outage, natural disaster, or any act of God;
- when the service of a necessary telecommunications carrier is not provided: or
- when temporary interruption or suspension of the Service is otherwise required for operational or technical reasons or operation of the Service is deemed difficult.
- Publisher shall not be entitled to any compensation for damages caused by the occurrence of any of the circumstances set forth in Section 21.1.
- Management of ID and password
- Publisher, and those individuals who are granted access to the Service by Publisher, shall keep their assigned ID and its password strictly confidential, and shall not disclose, provide, or transfer them to any third party.
- When the Service is being used with a correct combination of ID and password, Nordot shall be entitled to assume that such access is made by an authorized representative of Publisher. Even if the access was made by a third party (hereinafter referred to as “Unauthorized Access”), Publisher shall assume all responsibility and liability for the outcome of said access.
- Upon detecting the occurrence of Unauthorized Access, Publisher shall immediately notify Nordot and, at its own expense, take all appropriate measures to minimize damages caused to Nordot. In addition, Publisher shall take all appropriate measures to prevent a recurrence of Unauthorized Access at its own expense through consultation with Nordot.
- Notification obligations
Publisher shall promptly notify Nordot in the event of:
- a change of its name or trade name;
- relocation of its headquarters or principal office, or a change of its contact information;
- a significant change of its business objectives or business activities;
- a change of its representative director;
- a business transfer, merger, change of control, dissolution, or a significant organizational change; or
- a major change in its capital structure, including its major shareholders.
- Entry into force of notice
Notice to be given by Nordot or Publisher to the other party under these TOU shall be sent by mail or e-mail to the addresses below. Notice by e-mail shall be deemed received on the day following the date of transmission (or, if said day falls on a holiday or weekend, the first business day after the date of transmission).
- Nordot: the address set forth below, and the inquiry form specified by Nordot
1-7-1 Higashi Shimbashi, Minato-ku, Tokyo
- Publisher: the e-mail address notified under Section 3.1, and the address notified under Section 12.5
- Nordot: the address set forth below, and the inquiry form specified by Nordot
- Confidentially obligations
- Publisher and Nordot shall keep strictly confidential any trade secrets (as defined in Section 2.6 of the Japanese Unfair Competition Prevention Act) of the other party which are obtained in connection with the Service and which are marked as confidential by the other party at the time of disclosure (hereinafter referred to as “Confidential Information”), during the term of this Agreement and for two (2) years after the termination hereof. Neither party shall disclose, provide, or leak trade secrets to a third party or use them for purposes other than for performance of this Agreement, without the written approval of the other party.
- Notwithstanding the foregoing, Confidential Information shall not include:
- information that is already possessed by the receiving party at the time of disclosure;
- information that is independently developed by the receiving party without relying on Confidential Information;
- information that is in the public domain at the time of disclosure; or
- information that enters the public domain after disclosure through no fault of the receiving party.
- Management of personal information
Nordot will properly manage personal information collected in connection with the Service, in accordance with laws and regulations in Japan.
- No assignment
Neither Publisher nor Nordot may assign, or give as security, its contractual status or all or part of its rights and obligations arising under these TOU to any third party, without prior written approval of the other party. Notwithstanding the foregoing, this Section 27 shall not limit any of the rights of Nordot provided in Section 20.
- Term of validity
- This Agreement shall be effective for one year from the date when this Agreement is established as set forth in Section 3.3.
- This Agreement shall be automatically renewed on a yearly basis under the same terms and conditions as set forth herein, unless either party notifies the other party in writing of its intention not to renew this Agreement no later than three (3) months before expiration of the initial or renewed term of this Agreement.
- Cessation of use of Service, and termination of Agreement
- Publisher may cease to use the Service and terminate this Agreement by notifying Nordot, in a manner designated by Nordot.
- If Publisher has not stored, retrieved, or distributed any Content for thirty-six (36) successive months, Nordot may assume that Publisher has ceased to use the Service, and may terminate this Agreement.
- Termination and forfeiture of benefit of time
- Each of Publisher and Nordot may immediately cease to perform its obligations under, or terminate, all or part of this Agreement or any other agreement between Publisher and Nordot without any notice, without assuming any liability therefor if:
- the other party violates applicable law or regulations;
- the other party violates all or part of its obligations under these TOU;
- any representation or warranty under Section 13 turns out be incorrect or untrue in connection with Publisher;
- any bill or check of the other party is dishonored, or such party becomes insolvent or ceases payment;
- any petition for seizure, provisional seizure, provisional disposition, compulsory execution or auction is filed against the other party due to deterioration of its financial or credit conditions, or similar circumstances, or the other party is subject to disposition for tax delinquency;
- a petition for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other legal insolvency procedures is filed against the other party, or the other party starts procedures for dissolution (including mandatory dissolution under applicable laws and regulations), liquidation or winding-up;
- the other party resolves to decrease its capital, abolish or discontinue its business, or transfer all or a major part of its business;
- the terminating party deems it inappropriate for the other party to continue this Agreement due to a change of major shareholders or management;
- a competent authority suspends business operations of the other party or revokes the business license or registration of the other party;
- Publisher or Nordot reasonably determines that continuance of transacting under this Agreement or any other agreement between Publisher and Nordot is inappropriate; or
- if the other party or its Special Stakeholders (meaning officers, the spouse and relatives by blood within the second degree of kinship of the officers, or a company in which any of said persons holds the majority of the voting rights, the associated company of such a company, and the officers of said associated company; hereinafter the same shall apply in this clause), major employee, major shareholder, or trading partner turns out to be an antisocial force (meaning an organized crime group, a member or a quasi-member of an organized crime group, a related company of an organized crime group, a corporate racketeer, a rogue person or group engaging in criminal activities under the pretext of conducting social campaigns or political activities, a special intelligence organized crime group or any person or group similar thereto; hereinafter the same shall apply in this clause), or it turns out that the other party or its Special Stakeholders, major employee, major shareholder or trading partner is involved with antisocial forces.
- In cases where Publisher or Nordot falls under any of the items above, it shall immediately forfeit the benefit of time in relation to all the obligations held against the other party, and all the obligations of the party against the other party shall be accelerated and become immediately due and payable.
- Termination of agreements under this Section shall not preclude the terminating party from demanding compensation for damages from the other party under Section 31.
- No Warranty; Limitation of Damages
Other than as expressly set out in these TOU, Nordot does not make any specific promises about the service. for example, Nordot does not make any commitments about the content within the service, the specific functions of the service, or its reliability, availability, or ability to meet publisher’s needs. Nordot provides the services “as is”.
Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. to the extent permitted by law, Nordot excludes all warranties.
When permitted by law, Nordot will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.
To the extent permitted by law, the total liability of Nordot for any claims under these terms, including for any implied warranties, is limited to the amount usage fee publisher paid Nordot to use the service.
In all cases, Nordot will not be liable for any loss or damage that is not reasonably foreseeable.
- Measures to be taken after the end of this Agreement
In the event of any expiration or termination of this Agreement, Nordot shall delete Content stored by Publisher within one (1) month after the date of the end of this Agreement.
- In cases where any obligation remains outstanding at the time of the end of this Agreement, these TOU shall remain applicable until said obligation is fulfilled.
- The provisions of Sections 13, 15, 16, 18, 19, 25, 27, 31, 32, 34, 35, 36, 38 and this Section 33 shall survive expiration or termination of this Agreement.
For any lawsuit arising out of or in connection with this Agreement, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive consensus court of jurisdiction for its first trial in response to amount of the case. Publisher and Nordot each consent to personal jurisdiction in the Tokyo District Court and Tokyo Summary Court.
- Governing law
Establishment, effect, performance and interpretation of this Agreement shall be governed by Japanese law.
- This TOU
- Nordot may revise these TOU at any time whenever Nordot, in its sole and absolute discretion, deems such revision appropriate. The revised TOU shall become effective and this Agreement shall be revised according to the revised TOU when it appears on the Service, the nordot.jp website, or such other system designated by Nordot, unless otherwise specified by Nordot. Notwithstanding the foregoing, revision of important provisions of these TOU (as determined by Nordot in its sole discretion) shall be announced to Publisher in advance in a method designated by Nordot, such as in an announcement on a system designated by Nordot.
- The failure of Nordot at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by Publisher shall not be construed to be a waiver of such right or remedy with respect to such breach or failure or any other breach or failure by Publisher.
- Revision of a part of these TOU shall not affect the validity of the remaining provisions.
- Entire Agreement
This Agreement constitutes the entire agreement between Publisher and Nordot and supersedes any prior written or oral agreements between Publisher and Nordot concerning the subject matter hereof. No modifications of this Agreement shall be binding unless executed in writing by Publisher and Nordot.