ZEPETO Studio Terms of Use (2023-08-21) ZEPETO Studio Terms of Use (2023-08-21)

ZEPETO Studio Terms of Use (2023-08-21)

ZEPETO ZEPETO

[Effective Date : August 21, 2023] 

Introduction

You (including your business enterprise; the same shall apply hereinafter) and NAVER Z Corporation (“NAVER Z”, "Company", "We", "Our", "Us") enter into these ZEPETO Studio Terms of Use ("Studio Terms”), which apply to any and all materials (including, but not limited to, text, music, sound, image, video, graphics, other audio-visually verifiable materials, and programs used in information processing devices such as computers; hereinafter collectively referred to as Asset(s); among the Assets, a digital item subject to sale is hereinafter referred to as Item(s)) you submitted to ZEPETO Studio from ZEPETO app. Assets are considered User Content under the Terms of Use (defined below).

These Studio Terms incorporate the ZEPETO Terms of Use (“Terms of Use”) and ZEPETO Studio Review Guidelines (“Review Guidelines”), so please read each of them carefully. Any matters not set forth herein shall be subject to the Terms of Use, and in particular, please note that your Assets are considered User Content under the Terms of Use and are subject to the provisions relating to prohibited acts, limitation of liability, etc. set forth in the Terms of Use. Our copyright policy is set forth in Section 13 (Copyright Policy) of the Terms of Use.  

Please also review our Privacy Policy to learn how ZEPETO Studio handles information. You agree that we collect, use, and share your information as described in the Privacy Policy and any updates to that policy.

1. Grant of License  

  1. Without limiting the license granted to NAVER Z and its affiliates to User Content under the Terms of Use, you hereby grant NAVER Z and its affiliates a non-exclusive, royalty-free, perpetual, fully paid-up, irrevocable, transferrable, sublicenseable, worldwide license to store, reproduce, save, temporarily save, encode, play, record, sell, sub-license, distribute, transmit, broadcast, sync (or synchronize), edit, modify, make public, exhibit, post, publicize, use and otherwise exploit the Assets, and create derivative works of the Assets for ZEPETO and ZEPETO Related Services. You also grant NAVER Z and its affiliates a non-exclusive, royalty-free, perpetual, fully paid-up, irrevocable, transferrable, sublicenseable, worldwide license to use the Assets for ZEPETO’s advertising-based services and services derived from the Assets according to the same methods explained above.
  2. This license includes the right of NAVER Z and its affiliates to allow ZEPETO and ZEPETO Related Services and users of ZEPETO and ZEPETO Related Services to use your Assets in accordance with applicable terms and conditions, guidelines, etc. and to allow users to store or share the Assets on devices. Meanwhile, the Assets may be used for advertising, marketing, promotion or other purposes unless you give notice of your objection or cancel the Services.
  3. Marketing and promotion may take place in any form, means, media, technology or device currently known or hereafter provided. You also agree that NAVER Z and its affiliates may display your name in using your Assets for marketing and promotion.
  4. If you incorporate your or any third party’s name, trademark, image, video, visual work, musical composition, lyrics, sound effect, sound recording, choreographic work, or other materials (collectively, “Additional Elements”) into the Assets, you agree that this license applies to all Additional Elements.
  5. You acknowledge that third parties may use the Assets inside or outside the Services for the purposes or in ways other than you anticipated, and any content created by users using Assets, the “UGC”). You acknowledge that neither NAVER Z nor its affiliates shall be liable for such UGC, except in the context of IP issues and disputes, in which case NAVER Z is not responsible at all in the absence of NAVER Z’s willful misconduct or gross negligence. You agree that neither NAVER Z nor its affiliates are liable for any claims or losses arising out of any such UGC whether within the Services or beyond, unless the IP issues are attributable to our willful misconduct or gross negligence.
  6. You agree that, except through the Cash Out permitted under Article 5 of these Terms, neither NAVER Z nor our affiliates are under any obligation to pay you or any third party any consideration or compensation for the Assets.  In the event of any conflict between this Studio Terms of Use and any other NAVER Z terms, these terms prevail.
  7. You acknowledge and agree that NAVER Z has the right (but no obligation) to publicly display on your Assets any of your name, trade name, Item name, ZEPETO account username or display name, ZEPETO code, city, state, and country, as submitted by you or as tied to your ZEPETO account, and to vest the Assets with you.
  8. Even after the expiration of Item sales period or the termination of the contractual relationship between you and NAVER Z, you allow (a) the continued use of the Items purchased by ZEPETO users prior to such time within the Services and (b) the continued use of Items only with respect to derivative content created by NAVER Z based on your Items prior to such time.

2. Matters to be Observed for Assets

  1. The Assets must comply with the Review Guidelines and must be appropriate for people with ages 13 and above. Please review the Review Guidelines from time to time as the Review Guidelines may be updated and measures such as correction, deletion and exposure restriction may be taken if the existing uploaded Assets fail to meet the new standards.
  2. You acknowledge and agree that NAVER Z has the right to review the Assets prior to uploading them onto ZEPETO app for ZEPETO users’ purchase and use. If we determine that an Asset submitted by you is not in compliance with the Review Guidelines, relevant terms and conditions, and/or applicable laws and regulations, we may appropriately delete or restrict publication of such Assets or ask you to modify, delete such Assets..
  3. NAVER Z may reject or delete the registration of an Asset from ZEPETO app, if you violate the relevant terms, including these Terms, or applicable laws and regulations, or if any other similar event occurs. In particular, if there is a possibility based on reasonable evidence or actually confirmed that any submitted Asset or Item has infringed upon intellectual property rights or other rights of a third party, the relevant Asset or Item can be rejected or deleted from ZEPETO app. If the Item has already been sold to ZEPETO users, NAVER Z may, in addition to the above measures, to protect ZEPETO users and to ensure smooth running of the Services, refund those users who purchased the Item, invalidate any Earned ZEMs (as defined below) paid to you, and claim the profits already Cashed Out.
  4. You hereby have the copyright and other intellectual property rights to the Assets you produce: However, NAVER Z and our affiliates own the copyrights and other intellectual property rights to ZEPETO Studio, ZEPETO IP Content (including, for clarity, any elements of ZEPETO IP Content contained in any Asset) and all software, programs, products and services provided by ZEPETO Studio, as well as the copyrights and other intellectual property rights to all means of creation (e.g. template, extractor, plug-in, etc. and API, SDK, etc. serving as a means of providing each matter mentioned above; hereinafter referred to as “means of creation”) which you can use to create Assets. In the event that you submit an Asset or an Item created using any of the means of creation to ZEPETO Studio, you agree that NAVER Z may commercially use such Assets or Items within or outside the Services to the extent set forth in the UGC Usage Guidelines. "ZEPETO IP Content" means all content (targeting audio-visually verifiable materials including but not limited to world, booth, avatar, item, video, image, text, story, graphic, music, live broadcast, phrases, etc.) provided by the Company to constitute and operate ZEPETO services.

3. Selling of Items and the Use of Item Sales Data

  1. All Items shall comply with the technical requirements provided by NAVER Z.
  2. Although the copyrights and other intellectual property rights to the Assets created by you are vested to you and you may sell the Items on the Services, in certain cases, a consignment relationship for sale of the Item(s) you submitted may be established between NAVER Z and you. Any profits earned from selling the Item shall be processed pursuant to Article 5.
  3. NAVER Z may, in its sole discretion, provide you with information about the sale of Items (hereinafter referred to as "Item Sales Data"). You can use the Item Sales Data to identify Items that gained popularity from other users and then use them when manufacturing other Items. Unless you obtain express permission in writing from NAVER Z, you may not use any Item Sales Data (including anonymous, aggregate, or derivative data) for commercial purposes other than the above, nor provide the same to any ad network, ad exchange, data broker or other advertising or monetization related service.
  4. In the event that another user asks a question or makes a request concerning operations related to an Asset or Item you have submitted, you shall check it promptly and make your best efforts to handle or resolve the matter. In particular, concerning a user complaint related to the selling of an Item, or a request for a refund, the Company may process it pursuant to the laws related to electronic commerce and consumer protection, etc. and take action concerning a refund as set forth in relevant terms and applicable laws and regulations. Such refund may change the number of ZEMs to be offered to you, and the ZEMs already offered may be invalidated, or the profit already paid may be refunded.

4. Deactivation of the Item

  1. You may request, at any time via ZEPETO Studio Console, that NAVER Z no longer allow your Items to be made available to ZEPETO users through ZEPETO app (each, a “Deactivation Request”). If you deactivate your Items, your Items will remain in the ZEPETO Studio and in existing UGC incorporating the Items, but will no longer be made available to ZEPETO users through ZEPETO app unless you request re-activation.
  2. Please note that Deactivation Requests do not limit NAVER Z’s or any ZEPETO user’s rights already generated under these Terms and ZEPETO Terms of Use with respect to your Items. To this end, complete deletion of Items or Content requested to be deactivated may be limited and we are under no obligation to require the ZEPETO user to remove any Item or content requested to be deactivated.

5. Cash Out

We may assist you to sell your Items to ZEPETO users in the Services. In addition to the sale of Items, you may also engage in various profit activities in the Services, as we may permit now or in the future, from time to time. As described in the Cash Out Requirements below, certain ZEPETO Studio users may have an option to exchange ZEMs earned from selling their Items (“Earned ZEMs") for U.S. dollars at the then-current exchange rate set by NAVER Z ("Cash Out") on the terms and conditions below. The ZEM exchange rate is determined by deducting the cost of the app market fee, ZEPETO Studio usage fee, etc. Details on exchange rate terms can be found in the Payment Request Guides.  

To proceed with the Cash Out, you must meet the Cash Out requirements. After you submit a request for Cash Out to us, we will make a determination of whether you are eligible to Cash Out based on your account information, on the eligibility requirements below, and on applicable laws and regulations.

If you fail to satisfy the Cash Out Requirements, you will not be eligible to Cash Out.

  1. The Cash Out Requirements are as follows:
    1. Minimum of 5,000 Earned ZEMs should be in your account. ZEMs that you received from third parties to trade Items you created for the ZEPETO app are considered Earned ZEMs. In order to protect against money laundering and comply with applicable law, we limit all Cash Outs to Earned ZEMs. This means that ZEMs acquired in other ways (e.g., Free Coins/ZEM, Paid Coins/ZEM, gift cards, or trading/selling virtual goods that you did not create) are not considered “earned” and shall not be Cashed Out. We will determine how much you can Cash Out by totaling the amount of Earned ZEMs (over the lifetime of the account) and subtracting the amounts previously paid out to you through Cash Out.
    2. You should strictly comply with these Terms, the Terms of Use, the Community Guidelines and Review Guidelines during your use of the Services. In the Company’s discretion, you may be exempt from minor breaches. But, any violation in principle including but not limited to the following will make you ineligible for a Cash Out: scamming, phishing, false advertising, attempting to exchange ZEMs for real currency other than through ZEPETO Studio other than by means of Cash Out allowed hereunder, and any other illegal or unethical activities.
  2. You shall have a valid ZEPETO account for Cash Out. If you cancel your ZEPETO or ZEPETO Studio subscription and delete your account(s), Cash Out is impossible. The Company may demand your name or a company name, a resident registration number or a business registration number, a copy of a bank book and an identification card (which may vary depending on your country of domicile), and a valid bank account number or settlement solution account (which may vary depending on the country of domicile). You may be denied Cash Out unless you submit the required matters.
  3. You are not allowed to make a request for Cash Out more than once in a calendar month.
  4. You acknowledge and agree to the following:
    1. Making a request for Cash Out does not guarantee Cash Out in all cases. When you submit your Cash Out request, NAVER Z will review if you have satisfied the Cash Out requirements. If NAVER Z concludes that you are eligible, then NAVER Z will Cash Out your Earned ZEMs. Cashing out all or part of the Earned ZEMs may not be allowed if it is determined that (1) you have committed an illegal or fraudulent act in the process of earning the Earned ZEMs, (2) even if the Earned ZEMs were earned lawfully, there was an overpayment due to a payment error or a mistake of the Member who paid the ZEMs, and (3) cashing out Earned ZEMs violates these Terms, the relevant terms and conditions, the Community Guidelines, applicable laws and regulations, or social order or morals.
    2. You are responsible for any taxes that may be owed due to a Cash Out. ZEPETO Studio users are responsible for ensuring that all payments received are reported to the proper taxing authorities. Income that minors earn can impact their parents’ tax returns.
    3. We may not be able to Cash Out or remit payments to certain countries, entities, or individuals because of legal matters or other restrictions.
    4. If there is an error in the information entered by a ZEPETO Studio user or if the information is incorrect (e.g., entering an incorrect name, address, etc.), it may be impossible to Cash Out or remit payments.
    5. NAVER Z reserves the right to modify, amend, or cancel the Cash Out option, add, remove, or modify the eligibility requirements, and change the exchange rate for a Cash Out. The existence of the Cash Out option today does not mean NAVER Z has an obligation to continue it in the future, nor does it guarantee that Earned ZEMs can be always cashed out in the future.
    6. We reserve the right to review activity of ZEPETO Studio users to assess the validity of Earned ZEM balances and the Cash Out requirements, and to deny payment to any ZEPETO Studio user that we feel has violated the terms.
    7. Any and all purchases of your Items made in ZEPETO app will be subject to the policy on the cancellation of subscription and refund as outlined in the ZEPETO Paid Services Terms and Conditions.
  5. Neither we nor any third party has any obligation to exchange Earned ZEMs for real currency (including anything of exchange value other than currency), except as expressly permitted in these Terms or otherwise required by applicable laws and regulations. We, in our discretion, have the right to impose limits on or amend policies related to Earned ZEMs, including, but not limited to, the Earned ZEMs that may be acquired, earned, or cashed out.
  6. You acknowledge and agree that we may engage in actions that may impact the perceived value or acquired price of Earned ZEMs at any time, except as prohibited by applicable laws and regulations.
  7. Further information on how to Cash Out can be found in the ZEPETO Studio Payment Request Guides.
  8. Other than Earned ZEMs specifically allowed to be Cashed Out in this Article 5, any Paid Coins/ZEM or Free Coins/ZEM (as defined in the Paid Service Terms) that appear on the Services do not constitute Earned ZEMs and cannot be Cashed Out. All users are prohibited from selling any Paid Coins/ZEM or Free Coins/ZEM (especially that were achieved in games of chance) for any currency or item of value on any secondary market or transferring any Paid Coins/ZEM or Free Coins/ZEM (especially that were achieved in games of chance) to any other person who can use them to attain any currency or item of value.

6. Sponsorship Services

  1. Sponsorship is defined as the payment of ZEMs to you by Members to support and cheer you through User Content posted on or provided by you in the Services. User Content that you post or provide to receive sponsorship from Members is considered one of the Assets in these Terms, and will be treated the same as the Assets except for matters that are not relevant or inevitable to apply due to its nature.
  2. Users may create User Content, post videos, or LIVE stream using tools and functions provided by ZEPETO through the Services, to receive sponsorship. However, User Content shall not be posted, transmitted, broadcasted, etc., including illegal contents or inappropriate words and actions for the purpose of encouraging sponsorship, and all users must follow the Terms of Use and Community Guidelines.

For the ZEMs you earned through sponsorship, Section 5. Cash out shall apply.

7. Your Representations and Warranties

1. In addition to your representations and warranties under the Terms of Use, you further represent and warrant that:

  1. you have all rights and any necessary consents to license to NAVER Z and our affiliates the Assets and any Additional Elements incorporated into the Assets, and to comply with and perform any matters set forth in these Terms;
  2. the Assets do not violate these Terms, the Terms of Use or Submission Guidelines;
  3. the Assets do not, and its use by us or ZEPETO users does not infringe any patent, copyright (including music copyright rights, such as master, synchronization, or public performance rights), trademark rights, rights to privacy, moral rights, or any other rights of any third party;
  4. you have not committed any other acts that may interfere with the use of Assets by us or ZEPETO users, by providing or licensing Assets to any other person or business entity;
  5. you have paid legitimate royalties for any music incorporated to an Asset as an Additional Element, and will pay royalties to all current or future right holders, such as record labels, music publishers, public performance organizations or trustees (e.g., ASCAP, BMI, SESAC, SACEM), composers, lyricists).
  6. the Assets do not violate any laws, rules, and regulations, and are suitable for customers ages 13 and up;
  7. the Assets do not, and will not, defame, bully, cause damage or harm to any third party; and
  8. any and all information you have provided to NAVER Z in connection with the submission of the Assets is accurate and correct.

NAVER Z’s servicing of the Assets on ZEPETO app shall not be deemed to exempt or waive your representations and warranties contained in these Terms.

2. You shall use all software, programs, products, and services provided by NAVER Z through ZEPETO Studio and ZEPETO, and all other “means of creation” that you may use to make the Asset (such as text, image, graphic, music, video, template, extractor, plug-in, and API, SDK, etc. necessary to provide each item mentioned above) as they are provided by the Company for the production of the Assets; and you shall not deform, change or modify them without obtaining the prior consent of the Company.

3. If you are submitting Assets on behalf of a business enterprise, you further represent and warrant that these Terms are binding on such business enterprise and that you are a duly authorized representative to agree to the application of these Terms on behalf of such business enterprise.

8. Your Indemnification to Us

In addition to your indemnification obligations under the Terms of Use, you agree, to the extent permitted by law, to defend and indemnify NAVER Z and NAVER Z’s affiliates’ directors, officers, stockholders, employees, users, and agents from and against any and all issues, claims, damages, liabilities, and expenses (including all expenses permitted by applicable law, such as attorneys’ fees) arising out of or in connection with:

  • a) NAVER Z's use and any third party’s use of the Assets, including the Additional Elements, if any;
  • b) your use of ZEPETO Studio and your activities in connection with ZEPETO Studio;
  • c) your violation or alleged violation of any laws, rules, and regulations in connection with your use of ZEPETO Studio or your activities in connection with ZEPETO Studio;
  • d) any claim that the Assets infringe, violate, or misappropriate any copyright, trademark, trade secret, design right including trade dress, patent, publicity right, privacy, confidentiality obligation or other right of any third party;
  • e) your use of products or services provided by a third party in connection with your development and submission of the Assets;
  • f) any misrepresentation or fraud by you; or
  • g) any breach or alleged breach of your representations, warranties, or obligations, including any allegations that you have breached these Terms.

NAVER Z reserves the right, at NAVER Z’s own cost, to take on the exclusive defense and control of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with NAVER Z in defense of that claim.  

9. Governing Law and Jurisdiction

These Terms are governed by the governing law and dispute resolution provisions set forth in the Terms of Use.

10. ZEPETO Studio Cancellation

  1. You can cancel your ZEPETO Studio account at any time by sending a written notice to NAVER Z. Canceling your ZEPETO Studio account means cancelling all of your ZEPETO services, so please consider seriously. General information on cancellation of ZEPETO services can be found in Article 18.1 of the Terms of Use.
  2. Seven days after your cancellation of your ZEPETO Studio account, all Items you submitted will be deactivated. Thereafter, we have no obligation to make your Items available on ZEPETO app for purchase by ZEPETO app users, and any Earned ZEMs remaining in your account shall immediately be excluded from Cash Out according to the terms and conditions set forth in Article 5 of these Terms.

11. General Terms

  1. Nothing in these Terms will be construed to imply a joint venture, principal-agent, or employment relationship between you and NAVER Z or our affiliates.
  2. If a court finds any provision of these Terms invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).
  3. If we do not apply (or we delay application of) these Terms against you, it will not be considered a waiver of our right to enforce the Terms.
  4. You may not assign or transfer your rights or obligations under these Terms to someone else without our prior written consent; provided, however, that NAVER Z may transfer the rights and obligations under these Terms without your consent if it is necessary to operate and maintain the service or required by law.
  5. NAVER Z may, at the discretion of the service provider, add, modify, temporarily or permanently suspend, or remove any feature or functionality available at the ZEPETO Studio.
  6. DMCA Agent. If you are a copyright owner or an agent of a copyright owner and believe that any content on ZEPETO infringes upon your copyrights, you may submit a notification pursuant to the DMCA by contacting our Copyright Agent, Jun Young Ro at dl_dmca@naverz-corp.com, 5700 Wilshire Blvd, Suite 220, Los Angeles, CA 90036 or 323-424-3795.
  7. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

12. For Users in the United States

  1. Payoneer’s Role in Facilitating Cash Outs. Payoneer is a third-party payment provider that provides payment services in support of the platform, including payments to you for Cash Outs.
  2. You agree that, to the maximum extent permitted by applicable law, NAVER Z will not be responsible or liable for UGC shared by you, by other users, or a third party. Article 1.5 shall be modified to provide that each user is solely responsible for the UGC they create and any and all issues and disputes arising therefrom.

Previous Terms of Use