AD REVENUE SHARING TERMS
WEBTOON™ Ad Revenue Sharing Program Terms of Service
THESE TERMS OF SERVICE ("TERMS") SET OUT BELOW GOVERN YOUR PARTICIPATION IN THE WEBTOON AD REVENUE SHARING PROGRAM. PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
The WEBTOON AD REVENUE SHARING PROGRAM (the "Program") is operated by WEBTOON ENTERTAINMENT Inc. (including its subsidiary, NAVER WEBTOON Ltd., hereinafter together referred to as “WEBTOON” or “we”).
The Program provides a participatory revenue stream to creators who (i) become a Member, defined below, of the Program in accordance with these Terms, and (ii) thereafter, elect to allow the placement of advertising in association with series owned by such creators and published on the Service. Specifically, upon applying for participation in the Program and electing to allow for the placement of such advertising, the participating creators ("Members") will receive a portion of the Net Ad Revenue, defined below, generated by WEBTOON from such advertising, as set forth in these Terms.
Only those creators who become Members in the Program in accordance with these Terms and whose series is approved by WEBTOON for Ad Display, defined below, will be entitled to share in the Net Ad Revenue.
THERE IS NO GUARANTEE THAT MEMBERS WILL RECEIVE NET AD REVENUE AS A RESULT OF THEIR PARTICIPATION IN THE PROGRAM.
By participating in the Program, you agree to be bound by the Agreement, including these Terms. WEBTOON reserve the right to modify or amend these Terms and/or the Agreement at any time by publishing an amended version on the WEBTOON Website and/or the WEBTOON App. Although WEBTOON will try to notify you when major changes are made to the Agreement and/or these Terms, you should periodically review the most up-to-date version thereof, as you will be bound by the terms of the most current form of the Agreement and these Terms. Changes to the Agreement and/or these Terms will generally become effective 30 days after they are posted. However, changes addressing new functions for the Program or changes made for legal reasons may be effective immediately. If you do not agree to any modifications or amendments to these Terms and/or the Agreement, your sole recourse is to immediately cancel your membership in the Program, as provided at your dashboard, and to cease using the Service.
Please read these Terms and the Agreement carefully. Your participation in the Program is only as permitted by these Terms and any applicable laws.
1. Joining the Ad Revenue Sharing Program
1.1Joining the Program
- -You will be eligible to become a Member of and participate in the Program once you (i) have one or more series in service on your WEBTOON account, (ii) are the older of (A) 18 years of age, or (B) of legal age or capacity to form a binding contract under the laws of the country in which you are resident or from which you intend to access and/or use the Services, and (iii) agree to these Terms.
- -In order to participate in the Program, you must apply and receive WEBTOON’s written approval. WEBTOON reserves the right to refuse or limit your access to the Program.
- -In furtherance of the foregoing, you represent to us that you are at least 18 years of age or of legal age or capacity to form a binding contract under the laws of the country in which you are resident or from which you intend to access and/or use the Services. We may terminate your participation in the Program if it comes to our attention that you are under 18 years old and/or not of legal age or capacity to form a binding contract under the laws of the country in which you are resident or from which you intend to access and/or use the Services. WEBTOON is not responsible for any consequences, financial or otherwise, arising from or in any way related to your participating in the Program if you are under 18 years old or are not of legal age or capacity to form a binding contract under the laws of the country in which you are resident or from which you intend to access and/or use the Services.
- -If you are applying to participate in the Program on behalf of a business or entity, you represent and warrant that you have the full legal authority to bind the business or entity to the Agreement and these Terms and further agree to indemnify and hold WEBTOON, together with their respective officers, directors, owners, partners, agents, and employees, harmless from and against any and all claims, losses, damages, judgments, suits, actions, and/or costs and expenses, including, without limitation, attorney fees and costs, arising from or related to use of the Service by such business or entity, violation of the Agreement and/or these Terms by such business or entity, and/or participation in the Program by such business or entity.
- -Approval by WEBTOON of your participation in the Program does not guarantee that you will receive any Ad Display and/or Net Ad Revenue. For the minimum requirements for Ad Display, please refer to Paragraph 2 below.
1.2Turning-Off Ad Display
You may turn-off Ad Display on your Approved Series at any time and, in such event, you will cease to accrue any Net Ad Revenue as of the date of your cancellation; however, you will remain as a Member of the Program. You may reapply immediately for Ad Display after cancellation; however you will need to receive WEBTOON’s written approval prior to activating Ad Display again.
1.3Opting Out of the Program
- -You may opt out of the Program at any time.
- -If you decide to opt-out of the Program or are removed from the Program by WEBTOON, you may be eligible to rejoin the Program upon (i) reapplying to WEBTOON to become a Member of the Program, and (ii) being approved by WEBTOON, in its sole discretion, (iii) as well as satisfying any conditions then required by WEBTOON, provided, however, that in no event may you reapply to participate in the Program for (2) months following the date upon which you opted-out or were removed from the Program.
- 1.1Joining the Program
2. Ad Display
2.1Definition of "Ad Display"
For purposes of these Terms, "Ad Display" means the placement of promotional messages, including Viewer Ads and Reward Ads, on some or all of the inventory of your series for the purpose of publicizing a third party advertiser’s products or services. Such Ad Display may consist of text, graphics, audio and/or video or any combination thereof, and may direct a user to an external link (e.g., a landing page).
2.2Eligibility for Ad Display
After joining the Program, you may apply for Ad Display for each series that you own and is exhibited on the Service, provided that each such designated series satisfies all the requirements below:
For Viewer Ads:
- ① Over 40,000 US Monthly Page Views; AND
- ② Over 1,000 Total Subscribers
For Reward Ads:
- ① You must maintain Viewer Ads on your series
- ② Over 600,000 US Monthly Page Views
* Calculation of US Monthly Page Views and Total Subscribers are based on the last day of the previous month.
Once you have been approved to join the Program and requested Ad Display on one or more of your series, WEBTOON will review your request, including, without limitation, suitability of the series for Ad Display. (Note that this review may take up to a few weeks.) WEBTOON reserves the right to approve or disapprove any requested Ad Display in its sole discretion. If your request is disapproved due to content related issues, you may reapply after revising your content in accordance with the Community Policy and Uploading Guidelines. You can check the review status of your application in the ‘AD SHARING’ tab on your dashboard. In addition, WEBTOON may, in its discretion, send you an individual email notification should your request be disapproved.
Once WEBTOON approves your series for Ad Display ("Approved Series"), we will embed advertising in the Approved Series. The type of the Ad Display, as well as the location for placement of such Ad Display within your Approved Series, shall be determined by WEBTOON in its sole discretion. If you do not wish to exhibit any Ad Display in your Approved Series, you may turn off Ad Display on your series and/or opt out of the Program entirely, which you can do at any time. The actual advertisers and the content of each advertisement constituting any Ad Display will be automatically determined by WEBTOON’s ad platforms (e.g. Google or Facebook) through their respective systems and without input or direction from WEBTOON unless the advertisement is placed as the result of a direct sale. WEBTOON can decide on the type of the Ad Display (for example, a link, video ad or pop-up) and the location within the Approved Series.
Reward Ads Pre-Approval
- - If you meet the Eligibility requirements, you can apply to get Reward Ads on your series. WEBTOON reserves the right to refuse or limit your access to the Program.
- - Prior to publishing a Reward Ads Episode, you will submit the episode to us. Our Brand Safety team will review the episode to ensure that it meets our Community Policy and Uploading Guidelines and other applicable policies set by us.
Your series is eligible for Ad Display only if you own and/or have the legal right to publish the Approved Series. DO NOT APPLY FOR AD DISPLAY WITH RESPECT TO ANY SERIES WHICH YOU DO NOT OWN OR HAVE THE LEGAL RIGHT TO PUBLISH. You cannot apply for Ad Display using other creator’s original work or derivative, modified or edited works based on such other creator’s work unless you have received written approval from the copyright owner. WEBTOON cannot grant you any permission to use another creator’s content, nor can it release any creator’s contact information. Even if you have received the copyright owner’s permission in writing to publish the subject content (which you agree to provide to WEBTOON upon request by WEBTOON), WEBTOON may, in its sole discretion, disapprove Ad Display related to such content, cancel your participation in the Program, or withhold or refuse to distribute any Net Ad Revenue in the event any person or entity raises any copyright infringement or other claims related to the subject content.
2.6Availability of Advertising.
All Ad Display is subject to the availability of third party advertising in WEBTOON’s Ad Display inventory. Accordingly, there is no guarantee that even if you are accepted to the Program and your request for Ad Display is approved, that Ad Display will be available for your Approved Series.
Note: Users who upload content are solely responsible for compliance with all applicable laws, including, without limitation, all copyright laws. By accepting these Terms, you hereby agree to indemnify and hold WEBTOON, together with their respective officers, directors, owners, subsidiaries, affiliates, partners, agents, and employees harmless from and against any and all claims, damages, costs and expenses in any way related to or arising from your content, including, without limitation, violation of any applicable copyright laws.
If two or more creators have worked on an Approved Series, the creator who uploaded the Approved Series hereby agrees to distribute the Net Ad Revenue, if any, to the other creators ("Other Creators") in accordance with the agreement between you and the Other Creators. WEBTOON hereby disclaim any and all responsibility for payment to the Other Creators. WEBTOON further disclaim any and all responsibility for violation of copyright or other laws by the creators. The creators, including you and the Other Creators, jointly and severally, shall be liable for any and all matters related to the Approved Series, including, without limitation, any copyright infringement.
- 2.1Definition of "Ad Display"
3. Participation in Net Ad Revenue
3.1Type of Revenues: Ad Revenue
- -For purposes hereof, "Net Ad Revenue" mean that amount equal to the gross amount actually received by WEBTOON from the third party advertiser related to the Ad Display on your Approved Series less all operational costs and expenses of WEBTOON, including, without limitation, fees paid to third parties.
-Subject to these Terms, WEBTOON will share fifty percent (50%) of the Net Ad Revenue with the Member of the Approved Series (or where multiple creators, the creator who uploaded the Approved Series).
We do not guarantee how much, or whether, you will be paid any Net Ad Revenue.
You will only be entitled to receipt of Net Ad Revenue generated from Ad Display on your Approved Series. All other revenue generated from advertising inventories of the Service not associated with your Approved Series belongs to WEBTOON.
3.2Account/Monthly Ad Sharing Update
Upon acceptance into the Program, WEBTOON will establish an Ad Revenue Sharing Account ("Account") and related "AD SHARING Tab" for you. Your portion of Net Ad Revenue, if any, will be posted to your Account on a monthly basis, and updated in the AD SHARING Tab, on the 21st day of each month. You will not receive an individual email notification indicating that you have received payment of any Net Ad Revenue or that your Account has been updated.
3.3WEBTOON’s Right to Refuse Payment
You will not be entitled to any Net Ad Revenue in your Account if the Approved Series or your use of the Service materially violates the Agreement and/or the Terms, which violations may include, without limitation, the following:
- •Your Approved Series or any of your content is in violation of the Community Policy and Uploading Guidelines;
- •Third parties claim rights regarding the Approved Series and/or any of your content, including, without limitation, copyright claims;
- •Your membership in the Program is suspended or cancelled; or
- •The Ad Display on the Approved Series has been suspended by WEBTOON.
- 3.1Type of Revenues: Ad Revenue
You are only entitled to payment of Net Ad Revenue if the balance in your Account meets the minimum threshold amount of US$100, and monthly payments are released only in US$100 increments. For example, if the balance in your Account is US$250, your next payment will be for US$200, and US$50 will remain in your balance until the amount reaches the minimum threshold of US$100 again.
Your Account balance will update on the 21st day of each month (for the prior month’s revenue) and displayed on the AD SHARING Tab. You will not receive a separate email notification regarding payment updates. Provided you are in compliance with the Agreement and these Terms, and your current balance in your Account meets the minimum threshold amount of US$100, you will receive payment no later than the 15th day of the following month, provided, however, that WEBTOON reserves the right to delay payment in the event we suspect you have violated the Agreement and/or these Terms.
In order to receive payment, you must register with and maintain a valid Patreon ID or PayPal ID, and submit all complete and accurate payment information in the AD SHARING Tab on your dashboard. WEBTOON is not responsible for any payment error, including any unpaid Net Ad Revenue amount, if such error is a result of an incorrect Patreon or PayPal account information.
You will not be entitled to any Net Ad Revenue in the event you are in violation of this Agreement, these Terms, or any applicable laws or regulations, as determined by WEBTOON in our sole discretion.
Let’s say you had an existing balance of US$20 in your Account as of June 1.
- •If you earn US$70 of Net Ad Revenue during the month of June, that amount will appear on your dashboard on July 21st. Your total balance would be US$90 (previous balance of US$20 + your June Net Ad Revenue share of US$70). However, no payment would be made out to you, as your balance would be below the minimum threshold amount of US$100. The balance of US$90 would carry over to the following month.
- •If you earn US$110 during the month of June, your total balance would be US$130 (previous balance of US$20 + your June Net Ad Revenue share of US$110). We would pay you US$100 for the month of July. Your Account will have a remaining balance of US$30, which would carry over to the following month.
You are solely responsible for the payment of all taxes (if any) associated with your participation in the Program, including your receipt of any Net Ad Revenue, as well as the preparation and timely filing of all documentation required by taxing authorities having jurisdiction over you and/or your activities. WEBTOON may withhold from any amounts payable under this Program such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. All payments to you from WEBTOON, whether through Patreon/PayPal or otherwise, in relation to the Program will be treated as inclusive of tax (if applicable) and will not be adjusted.
Note: If you opt-out of your membership in the Ad Revenue Sharing Program and/or delete your Account, and there is a balance of US$10 or more in your Account, WEBTOON will pay you such amount in excess of US$10. Any balance reflected in your Account below the applicable threshold of US$10 will not be paid out.
- 4.1Payment Conditions
5. Usage Restrictions
WEBTOON may periodically check whether your content or your use of the Service violates the Agreement and/or these Terms. Please read the following carefully so that you can enjoy the Service and participate in the Program without any restrictions.
5.1Causes for Restricting or Terminating Usage of the Service and/or Participation in the Program
The following actions are prohibited under any circumstances:
- •Continuously and repeatedly reading and/or liking episodes or series, whether manually or using tools such as macro programs;
- •Altering or modifying information collected by or provided to WEBTOON for operating the Service and/or the Program;
- •Failing to comply with the Agreement and/or these Terms;
- •Otherwise adversely affecting the operation of the Service and/or the Program by any illegal or harmful means; and/or
- •Invalid Clicks, discussed at Section 5.1(2) below.
2)Invalid Clicks and Actions which Induce Them
Clicks on any Ad Display are assumed to be based on the interest of visitors to the Service. Repeated clicks and ‘clickbait’ phrases created by macro programs or individual users are considered ‘invalid clicks’ ("Invalid Clicks"). WEBTOON strictly prohibits generating or inducing Invalid Clicks by any means whatsoever, including, without limitation, as follows:
- •Continuously and repeatedly clicking Ad Displays;
- •Incorporating phrases, figures, images, etc. in your content which induce visitors to click Ad Displays, such as "Click this ad", "Please help", "Click the link", etc.;
- •Using email, messenger, text messaging, etc. to send messages requesting clicks; and/or
- •Using robots, automated click and exposure-generating tools, automatic web browsing, click exchange programs, or any other means to artificially generate clicks.
You may not, and agree not to, share, transfer, sell or resell your Account.
4)Publishing Inappropriate Content
You may not, and agree not to, publish content which violates the Agreement and/or the Terms. WEBTOON periodically reviews your content for compliance with the Agreement and the Terms and in the event that WEBTOON determines that any of your content, including any Approved Series, is in violation of the Agreement and/or the Terms, your Account and/or access to the Service and/or the Program may be suspended or terminated, as determined by WEBTOON in its sole discretion.
The standards for content can be found in the Community Policy and Uploading Guidelines, available at the link below:
Note: You must mark your series as "Mature" if it contains any mature subject matter or explicit content, provided, however, that all content must meet the Community Policy and Uploading Guidelines whether or not your series is marked as "Mature".
Note: If you violate copyright law or otherwise infringe on the rights of any third party, your content will be removed by WEBTOON, your use of the Service and your participation in the Program will be suspended or terminated immediately, and you will forfeit any Net Ad Revenue payment you may have earned.
5)Malicious Actions Against Other Users
You agree not to take any malicious, abusive, threatening or demeaning action against other users of the Service and the WEBTOON community. By way of example only, "malicious action" might include destructive criticism, cursing, stalking, impersonation, or invasion of privacy in any form or by any method. In the event WEBTOON determines that you have engaged in any such malicious action, WEBTOON reserves the right to terminate your participation in the Program, suspend or terminate your Account, and terminate your right to use the Service.
- 1)Prohibited Actions
In the event that WEBTOON determines that you have violated the Agreement and/or these Terms, you will be notified by e-mail. The e-mail may include restrictions respecting your participation in the Program and/or Ad Display, as determined by WEBTOON in its sole discretion. If you violate the Agreement and/or these Terms more than once or if the nature of your violation is deemed by WEBTOON to be egregious, WEBTOON may terminate your participation in the Program, terminate any Ad Display in any Approved Series, and/or terminate your right to use the Service.
1)Restrictions on Ad Display
In the event that WEBTOON discovers that you have committed a prohibited act, including, without limitation, Invalid Clicks, and/or engaged in actions which induce such prohibited acts, and/or your Approved Series violates the Agreement and/or the Terms, WEBTOON may remove any Ad Display in any of your content for two (2) months. WEBTOON’s right to remove your Ad Display as a result of your engagement in prohibited acts is in addition to the other rights of WEBTOON, including, without limitation, to terminate your participation in the Program and terminate your Account.
If your Ad Display is removed by WEBTOON based on your commission of any acts prohibited under the Agreement and/or Terms, you will not be entitled to receive any Net Ad Revenue accrued in your Account as of the date of termination. You will not be entitled to any Net Ad Revenue accrued during the cycle in which the date of termination occurs.
2)Suspension and Termination of Program Accounts
In the event that WEBTOON discovers that any of your content violates the Agreement and/or the Terms or that your content adversely affects the operation of the Service, as determined by WEBTOON in its sole discretion, WEBTOON may suspend or permanently terminate your participation in the Program and/or terminate your Account.
Upon termination of participation in the Program, your then current Account balance will be automatically forfeited and any Ad Display related to any of your content, including any Approved Series, will be immediately removed.
In the event your Account is suspended (as opposed to terminated), you may apply to rejoin the Program at any time following two (2) months from date of suspension. Please note that all of your existing records including records related to Ad Display, Net Ad Revenue, and payment will be deleted and cannot be restored if your Account is suspended or terminated.
Notwithstanding the foregoing, in the event of the occurrence of any of the following cases, your participation in the Program and your Account and Ad Display for all of your content, including all Approved Series, will be terminated immediately, and you will not be entitled to payment of any Net Ad Revenue owing to you.
- -Cases where you violate copyright law or illegally use someone else’s name or identity;
- -Cases where you impersonate or attempt to impersonate WEBTOON;
- -Cases where you use bugs or automated programs to artificially generate clicks; and/or
- -Cases where you harm other users and/or the operation of the Service
- 1)Restrictions on Ad Display
- 5.1Causes for Restricting or Terminating Usage of the Service and/or Participation in the Program
6. Cancelling Participation in the Ad Revenue Sharing Program
You may turn-off Ad Display for any of your content, including any Approved Series, at any time. You may also permanently opt-out of the Ad Revenue Sharing Program at any time. In the event you turn-off your Ad Display or opt out of the Program, you will not be entitled to payment of any balance in your Account accruing after the date you turn-off Ad Display and/or opt-out of the Program. However, any balance in your Account above US$10 as of the time you opt out of the Program ("Closing Account Balance") will be paid out in the next payment period. If you turn-off Ad Display but remain as a Member of the Program, the US$100 minimum threshold for payment will continue to apply. Please note that you need to maintain your valid Patreon ID or PayPal ID to receive the payment of your Closing Account Balance at the time of your cancellation or opt-out.
If you voluntarily opt out of the Ad Revenue Sharing Program, you may apply to rejoin at any time after two (2) months from the date of your election to opt-out.
However, be advised that if you opt-out, all existing records related to your activity in the Service and the Program will be completely deleted and cannot be restored even if you rejoin.
7. Representations; Warranties
You represent and warrant that (i) you have full power and authority to enter into the Agreement and these Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, all series/content uploaded by you onto the Service and for which you seek Ad Display; (iii) you are the technical and editorial decision maker in relation to and have full control over to all content on which you seek Ad Display; (iv) WEBTOON has never previously terminated or otherwise disabled an Ad Revenue Sharing Account created for by you for any reason; (v) entering into the Agreement and/or these Terms, becoming a Member of the Program and/or the embedding of Ad Display on your series will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to WEBTOON is true, correct and current.
8. No Warranties
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, WEBTOON MAKE NO PROMISES ABOUT THE SERVICES, THE PROGRAM AND/OR AD DISPLAY. FURTHERMORE, WEBTOON MAKE NO GUARANTEE THAT ANY OF YOUR CONTENT WILL RECEIVE AD DISPLAY, EVEN IF YOU ARE A MEMBER OF THE PROGRAM AND REQUEST AD DISPLAY, OR YOUR REQUESTED SERIES FOR AD DISPLAY IS APPROVED BY WEBTOON. ADDITIONALLY, WEBTOON MAKE NO ANY COMMITMENTS ABOUT THE FUNCTIONALITY AND/OR CONTENT WITHIN THE SERVICE, THE PROGRAM AND/OR ANY AD DISPLAY, OR THE PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS AND/OR EXPECTATIONS OF THE SERVICE, THE PROGRAM AND/OR AD DISPLAY.
NOTHING IN THE AGREEMENT OR THESE TERMS SHALL EXCLUDE OR LIMIT WEBTOON’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND WEBTOON’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO THE SERVICE AND YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE RISK AND THAT THE SERVICES AND PROGRAM, AS WELL AS ANY AD DISPLAY, ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, NEITHER WEBTOON, NOR ANY OF THEIR SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS AND/OR ADVERTISERS REPRESENT OR WARRANT TO YOU THAT: (I) YOUR USE OF THE SERVICES AND/OR YOUR PARTICIPATION IN THE PROGRAM, INCLUDING ANY AD DISPLAY, WILL MEET YOUR REQUIREMENTS AND/OR YOUR EXPECTATIONS, (II) YOUR USE OF THE SERVICES, YOUR PARTICIPATION IN THE PROGRAM AND/OR ANY AD DISPLAY WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES AND/OR YOUR PARTICIPATION IN THE PROGRAM WILL BE ACCURATE OR RELIABLE, AND/OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES, THE PROGRAM AND/OR ANY AD DISPLAY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES AND/OR PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEBTOON OR THROUGH OR FROM THE SERVICES AND/OR THE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. WEBTOON FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. Extent of Liability
TO THE EXTENT PERMITTED BY LAW, (i) YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER WEBTOON, NOR ANY OF THEIR SUBSIDIARIES AND AFFILIATES, OR SUPPLIERS AND LICENSORS SHALL BE LIABLE TO YOU FOR: (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (II) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (A) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES AND/OR PROGRAM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES AND/OR PROGRAM (OR ANY FEATURES WITHIN THE SERVICES AND/OR PROGRAM); (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES AND/OR PARTICIPATION IN THE PROGRAM; (C) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; (D) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. THE LIMITATIONS ON OUR LIABILITY ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
FOR CLARITY, IN NO EVENT SHALL WEBTOON AND/OR ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU UNDER THESE TERMS OR OTHERWISE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF YOU HAVE OR HAVE NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) TO THE EXTENT WEBTOON ARE DETERMINED TO HAVE ANY LIABILITY TO YOU NOTWITHSTANDING THE EXPRESS WAIVER AND RELEASED CONTAINED IN THESE TERMS, WEBTOON’S, TOGETHER WITH THEIR AFFILIATES AND SUBSIDIARIES, AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY YOU IN CONNECTION WITH THESE TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. NOTWITHSTANDING AND WITHOUT LIMITATION OF THE FOREGOING, IN ALL CASES, WEBTOON, TOGETHER WITH THEIR AFFILIATES AND SUBSIDIARIES, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THESE TERMS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You hereby agree to indemnify and defend WEBTOON, together with their affiliates, subsidiaries, owners, officers, directors, agents, employees and advertisers from and against any and all third-party claims and liabilities arising out of or related to your content, your use of the Services, your participation in the Program, the placement of Ad Display in any of your content, including any Approved Series, and/or your breach of any term of the Agreement and/or the Terms. BE ADVISED THAT WEBTOON’S ADVERTISERS ARE THIRD PARTY BENEFICIARIES OF YOUR INDEMNIFICATION ABOVE.
12. Independent Contractor
Your relationship with WEBTOON is that of an independent contractor and neither your participation in the Program nor the Terms nor the Agreement create any agency, partnership, or joint venture.
13. Governing Law; Disputes
The laws of the State of California, without regard to principles of conflicts of laws, will govern the Agreement and these Terms and any dispute of any sort that might arise between you and WEBTOON without regard to principles of conflicts of laws. Any action brought by either you and/or WEBTOON concerning or arising from the Agreement, these Terms, the Service, the Program and/or Ad Display shall be brought only in the state courts of California or in the federal courts located in the Los Angeles, California ("Courts"). You agree to submit to the personal and exclusive jurisdiction of the Courts and hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
14. Miscellaneous Provisions
The Agreement, including these Terms, sets forth all (and is intended by all parties to be an integration of all) of the representations, promises, agreements and understandings among you, WEBTOON, and supersedes any and all prior or contemporaneous oral or written communications and/or agreements between you and WEBTOON, all of which are merged herein. These Terms may be amended (i) in a writing wet signed by both parties that expressly states that it is amending these Terms, or (ii) as set forth above, if you keep using the Services after WEBTOON modifies the Terms.
You may not assign or transfer any of your rights as a Member of the Program and/or under these Terms. WEBTOON, however, may assign its rights.
The headings of the articles and sections of these Terms are inserted for convenience only and shall not be deemed to be a part of these Terms.
No amendment, change or modification of these Terms shall be valid unless posted on this Website by WEBTOON or otherwise agreed to in writing and wet signed by both WEBTOON and you.
If you do not comply with these terms, and WEBTOON does not take action right away, such inaction does not mean that WEBTOON are giving up any rights that either may have, including taking action in the future.
If any provision of these Terms is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from these Terms and the remainder of these Terms will be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
These Terms control the relationship between WEBTOON and you. They do not create any third party beneficiary rights, other than as expressly set forth in these Terms.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
In connection with your use of the Services and/or participation the Program, we may contact you regarding service announcements, administrative messages, and other information.
These Terms are effective from November 25, 2020 (effective immediately for new users).