Article 1 (Purpose)

1. These terms of use (hereinafter referred to as "these terms") apply to users (as defined in Article 2) who use the service (hereinafter referred to as "the service") operated by AZSTOKE Co., Ltd. (hereinafter referred to as "our company"). Users may use the service only after agreeing to these terms.

2. This agreement stipulates the terms of use for this service. All users who register for this service will use this service in accordance with this agreement and the conditions stipulated in this agreement according to their age, usage environment, etc.

3. When the User agrees to these Terms and Conditions, this Agreement (defined in Article 2) will be established between the User and the Company.

Article 2 (Definitions)

The following terms used in these Terms and Conditions shall have the meanings set forth below:

1. "Agreement": Refers to the contract for use of the Service concluded between the Company and the User with these Terms and Conditions as the terms and conditions.

2. "User": Refers to any person who has registered as a user of this service.

3. "User Information": Refers to the ID and password of the user registered for this service.

4. "Paid Plan User": A User who registers for a plan that incurs usage fees and uses the Service and Content for a fee.

5. "Individual API Usage Rights": Refers to the usage rights of APIs (Application Programming Interfaces) sold individually by our company.

6. "This Content": This refers to the API (including the API specified in the previous paragraph), software, programs, source code, text, and other information that can be viewed and used in this Service.

7. "Communication Devices": refers to smartphones, tablet devices and computer equipment.

Article 3 (User Registration)

1. Anyone who wishes to become a user of this service must agree to the terms of this agreement and register as a user through the procedures set forth by our company.

2. If any changes occur to the information registered under the preceding paragraph, the User is obligated to immediately carry out the procedure to change the registered information.

3. We may refuse your registration at our discretion.

4. Users may not use, lend, transfer, buy or sell their accounts on this Service to third parties.

Article 4 (Contents of the Service)

This service provides users with programs, source code, and documentation on how to use them that can be used in music production software.

Article 5 (Usage Fees)

1. The usage fee for this service and the right to use individual APIs will be in accordance with the fee schedule set forth by our company.

2. Users may only pay for the service using the methods specified by our company.

Article 6 (Management of User Information and Communication Devices)

1. The User shall prepare, at his/her own expense and responsibility, all the equipment, communication means, transportation and other environment necessary to receive the provision of the Service. Furthermore, all communication costs necessary to use the Service shall be borne by the User.

2. The User is responsible for managing User Information and communication devices. The User is responsible for any damages caused by insufficient management of User Information and communication devices, errors in use, or use by a third party, and the Company shall not be held liable in any way unless the Company is guilty of intentional or negligent acts.

3. If there is a risk that User Information or telecommunications devices may be used by a third party, the User must immediately notify the Company and follow any instructions given by the Company.

Article 7 (Conditions for Provision of This Service)

For maintenance or other reasons, we may suspend use of or change the content of this Service and this Content without notifying users.

Article 8 (Restrictions on Use)

1. This service is provided for the purpose of use in the Subscriber's own business, and the Content provided to Users by this service may not be sold to third parties.

2. The scope of use of this Service is determined for each license as follows:

   1. "One User License"

      Only registered users can use it. It is not permitted to let third parties use it.

   2. "Multi-User License"

      The software may only be used by the registered user and users licensed by the registered user. It may not be used by any third party other than the registered user and users licensed by the registered user.

      
      

3. Those who are not paid plan users or who have not purchased individual API usage rights may not use the content of this Service or this Content, in whole or in part, for profit-making or commercial purposes (regardless of the form of use, reproduction, duplication, copying, uploading, downloading, transmission, sale, resale, etc.).

Article 9 (Intellectual Property Rights, etc.)

1. All copyrights, patent rights, utility model rights, trademark rights, design rights and other intellectual property rights and the rights to register these rights (collectively, "Intellectual Property Rights") relating to the Content belong to the Company or the licensors under license from the Company, and do not belong to the user.

2. Paid plan users may use the Content to create music, audio, and other works and use them for profit-making or commercial purposes. However, even in such cases, the Company does not waive the intellectual property rights of the Content.

3. If a problem occurs as a result of a User's violation of the provisions of this Article, the User must resolve the problem at his/her own expense and responsibility, and take appropriate measures to avoid causing any disadvantage, burden or damage to the Company.

4. With regard to any part of the posted content that may constitute a copyrighted work, the User will not exercise any moral rights (including the right of publication, the right to display the name, and the right to maintain the integrity) against the Company, any third party that has legitimately acquired rights from the Company, or any person that has inherited rights from such third party.

Article 10 (Prohibitions)

The Company prohibits users from engaging in the following acts when using the Service:

1. Any act violating these terms and conditions

2. Any act that infringes or may infringe the intellectual property rights, patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other property or personal rights of the Company, its licensors, or any other third parties.

3. Any act that causes or may cause disadvantage or damage to the Company or a third party

4. Any act that unjustly damages the reputation, rights, or credibility of others, or that may do so

5. Actions that violate laws, regulations, or ordinances

6. Any act that is or may be contrary to public order and morals, or any act that provides information that is contrary to public order and morals to other users or third parties

7. Criminal acts, acts that are linked to or encourage criminal acts, or acts that may be

8. Providing information that is or may be contrary to the facts

9. Unauthorized access to our system, tampering with program code, tampering with location information, intentional falsehoods, cheating using the specifications of communication devices or other applications, distribution of computer viruses, and other acts that interfere with or may interfere with the normal operation of the Service

10. Using macros or other functions or tools that automate operations

11. Using the contents of this content as learning data for machine learning

12. Inputting the content of this content into a generation AI and using and analyzing it

13. Any action that damages or may damage the credibility of the Service

14. Actions that may have a negative impact on the mind and body of young people and their healthy development

15. Using the Service by impersonating a third party through the use of another user's account or other means

16. Actions that are or may be linked to crimes such as fraud, illegal buying and selling of savings accounts and mobile phones

17. Activities related to criminal proceeds, terrorist financing, or suspected activities

18. Any other actions that the Company deems inappropriate

    1. If the Company determines that a User's conduct falls under any of the items in paragraph 1, the Company may take any or all of the following measures without prior notice.

    2. Restrictions on Use of the Service

    3. Withdrawal due to termination of this Agreement

    4. Other actions that the Company reasonably deems necessary

Article 11 (Termination)

1. If any of the following items apply to a User, we may terminate this Agreement and have the User withdraw from the Service without any notice.

   1. If the registration information contains false information

   2. If you have been expelled from our company in the past

   3. When the heirs of the user notify us of the user's death or when we are able to confirm the fact of the user's death

   4. When a minor uses the Service without the consent of a legal guardian

   5. When an adult ward, person under curatorship, or person under assistance uses the Service without the consent of the adult guardian, curator, or assistant, etc.

   6. If you do not respond in good faith to our requests

   7. Any other reason that the Company deems inappropriate

2. In addition to the cases listed in the preceding paragraph, the Company may terminate this Agreement and cause the User to withdraw from the Service by notifying the User 30 days in advance. In addition, if the User wishes to withdraw from the Service, the User may terminate this Agreement and withdraw from the Service at the end of the month by following the withdrawal procedure stipulated by the Company.

3. A User who cancels his/her membership due to the measures set forth in Paragraphs 1 and 2 above will lose the benefit of the term at the time of cancellation and will immediately fulfill all debts owed to the Company.

Article 12 (Non-warranty and Disclaimer)

1. The Company does not guarantee the completeness, accuracy, validity, etc. of the contents of the Service and the Contents, nor does the Company guarantee that the Service will not be interrupted, discontinued, or otherwise disrupted.

2. We shall not be held liable for any malfunctions that may occur in the music production software used by the user.

3. We shall not be liable for any damages suffered by a user due to failure to change their registration information.

4. Users must use this service and this content within the scope of the law. We shall not be held responsible for any violation of Japanese or foreign laws in relation to the use of this service and this content.

5. Even if user information is stolen due to unexpected unauthorized access or other acts, the Company shall not be liable for any damages suffered by the user as a result thereof.

6. The Company shall not be liable for any failure to perform all or part of this Agreement due to natural disasters, catastrophes, fires, strikes, trade embargoes, wars, civil unrest, epidemics, or other force majeure.

7. If a user has trouble with another user in relation to the use of this service and this content (whether within or outside the service), the Company shall not be held responsible, and any trouble between users shall be resolved at the user's own expense and burden.

Article 13 (Liability for damages)

1. If a User causes damage to the Company in connection with a violation of these Terms of Use, use of the Service, or use of the Content, the User shall compensate the Company for any damages incurred (including lost profits and attorney's fees).

2. Notwithstanding any other provisions of these Terms and Conditions except for the following paragraph, if the Company causes damage to the User due to reasons attributable to the Company, the Company shall be liable to compensate for such damage only to the extent specified in the following items.

   1. In the event of intentional or gross negligence on our part: the full amount of the damage.

   2. In the event of slight negligence on our part: Liability shall be limited to actual and direct ordinary damages (excluding special damages, lost profits, indirect damages and attorney's fees) up to a maximum of 10,000 yen.

3. Notwithstanding the preceding paragraph, if the User is a corporation or an individual uses the Service as a business or for business purposes, the Company shall not be liable for any damage suffered by the User in connection with the Service, unless there is any willful or gross negligence on the part of the Company. In addition, in the event that the Company compensates for damages, the maximum amount to be paid shall be the cumulative total amount of the usage fees for the past one year from the date of occurrence of the damages.

Article 14 (Cancellation of the Service)

1. If the Company reasonably determines that it is necessary to discontinue provision of the Service, the Company may discontinue provision of the Service.

2. In the case of the preceding paragraph, the Company shall not assume any responsibility unless the Company is guilty of intentional or gross negligence.

Article 15 (Confidentiality)

1. The User and the Company shall strictly and appropriately manage any confidential information of the other party that they learn in the course of the provision or use of the Service (including know-how related to the Service, information regarding the Company's system, and all confidential technical or business information), and shall not disclose, provide, or leak such information to a third party (including the Company's affiliates and contractors) without the prior written consent of the other party, or use such information for purposes other than the provision or use of the Service.

2. The following information does not qualify as confidential information:

   1. Information already in our possession at the time of disclosure

   2. Information that was already publicly known at the time of disclosure or information that subsequently became publicly known through no fault of the individual

   3. Information lawfully obtained from a third party after disclosure

   4. Information that has been independently developed or created without relying on the disclosed confidential information

3. If instructed by the other party or if this Agreement is terminated, the User and the Company shall promptly follow the instructions of the other party to return or destroy the confidential information after restoring it to its original state, and shall not use it thereafter.

4. If we disclose a user's confidential information to our affiliates or contractors with the user's consent, we shall not be liable for how such affiliates or contractors handle the confidential information.

5. We may use User's Confidential Information for the purpose of providing the Service.

6. Notwithstanding the provisions of paragraph 1, if the Company is required to disclose Confidential Information pursuant to laws and regulations, rules, judgments, orders or instructions of a court, administrative agency or public institution with regulatory authority, the Company may disclose Confidential Information to the extent necessary.

Article 16 (Exclusion of Anti-Social Forces)

1. The User and the Company represent and warrant that they are not currently a member of an organized crime group, a member of an organized crime group, a person who has been a member of an organized crime group for less than five years, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a swindler pretending to be a social activist, a special intelligence violent group, or any other person equivalent to these (collectively referred to as "Organized Crime Group Member, etc."), and that they do not fall under any of the following items, and will not fall under any of the following items in the future.

   1. Having a relationship that is deemed to give control over management to a member of a criminal organization or other such entity.

   2. Having a relationship that is deemed to give a substantial involvement of a gang member or other such person in the management of the company.

   3. Having a relationship that is deemed to be an inappropriate use of a member of a criminal organization, etc., for the purpose of obtaining wrongful benefits for oneself, one's company or a third party, or for the purpose of causing damage to a third party.

   4. Having a relationship that is deemed to be involved in providing funds, etc., or convenience, etc. to members of organized crime groups, etc.

   5. The directors or persons substantially involved in management have socially reprehensible relationships with members of organized crime groups or the like.

2. The User and the Company promise not to commit, either themselves or through a third party, any of the following acts:

   1. Violent demands

   2. Unreasonable demands that go beyond legal responsibility

   3. Threatening behavior or violence in relation to transactions

   4. Spreading rumors, using fraudulent means, or using force to damage the other party's credibility or interfere with the other party's business

   5. Any other acts similar to those listed above

3. If either User or our company finds that the other party is a member of an organized crime group, etc., or falls under any of the items in paragraph 1, or has engaged in any of the acts listed in the previous paragraph, or has made a false statement with respect to the representations and warranties made under the provisions of paragraph 1, either User or our company may terminate this Agreement without any notice to the other party, regardless of whether or not the other party is attributable to the fault of the other party.

4. The User and the Company acknowledge and agree that in the event of termination of this Agreement pursuant to the preceding paragraph, neither party shall be liable to compensate the other party for any damages incurred by such party.

Article 17 (Response to inquiries and requests)

1. We will endeavor to respond to inquiries from users regarding the Service, but we are not obligated to respond unless an obligation or responsibility arises for us under law or these Terms.

2. The Company will accept requests and inquiries from Users regarding the Service, but is under no obligation to respond to or address such requests and inquiries.

3. The Company is under no obligation to disclose the criteria for whether or not to respond to inquiries, requests, and inquiries from users.

4. Even if the Company develops or implements the Service and Content based on requests and wishes from Users, the Company is under no obligation to pay any compensation to the User.

Article 18 (Contact and Notice)

Any inquiries about the Service or other communications or notices from the User to the Company, and any notices about changes to these Terms and Conditions or other communications or notices from the Company to the User, will be made via the inquiry form on the Company's website, email, or other methods specified by the Company. Notifications are effective when sent from the Company.

Article 19 (Transfer of Status, etc.)

Neither the User nor the Company may assign, transfer, pledge or otherwise dispose of, in whole or in part, its status under this Agreement or its rights or obligations hereunder to a third party without the prior written consent of the other party, except in the case of a stock transfer, business transfer, merger, company split or other organizational restructuring.

Article 20 (Handling of Personal Information)

Personal information regarding this service will be handled in accordance with the "Privacy Policy" established by our company.

Article 21 (Severability)

1. Even if any provision of these Terms and Conditions is deemed invalid based on laws and regulations, the other provisions of these Terms and Conditions shall remain valid.

2. Even if any provision of these Terms is invalid or canceled with respect to a certain User, these Terms shall remain valid with respect to other Users.

Article 22 (How to deal with violations)

1. If you discover any conduct that violates these Terms, please contact us.

2. Users may not raise any objections to the Company's actions regarding any conduct that violates these Terms of Use.

Article 23 (Validity Period of this Agreement)

The effective period of this Agreement shall be from the time of its establishment until the User withdraws from the Service. The provisions of Article 9, Article 11, Paragraph 3, Articles 12 to 14, Article 16, Paragraphs 3 and 4, Article 19, Article 21, this Article, Article 25, and Article 26 shall remain in effect even after the termination of this Agreement.

Article 24 (Changes to these Terms)

1. In the event that any of the following items apply, the Company may change these Terms at any time pursuant to the provisions of Article 548-4 of the Civil Code. After these Terms are changed, the revised Terms will apply to this Agreement.

   1. When changes to these Terms and Conditions are in the general interest of users.

   2. When the change to these Terms and Conditions does not contradict the purpose of the contract and is reasonable in light of the necessity for the change, the appropriateness of the content after the change, and other circumstances related to the change.

2. If the Company makes any changes to these Terms and Conditions, the Company will determine the date when the revised Terms and Conditions will take effect, and will notify Users of the content of the revised Terms and Conditions and the date when they will take effect at least two weeks prior to the date when they take effect, and will inform Users of such content by displaying it on the Service or by other methods specified by the Company.

3. Notwithstanding the provisions of the two preceding paragraphs, if a User uses the Service after the changes to these Terms and Conditions have been notified in the preceding paragraph, or if a User does not take steps to cancel the Service within the period specified by our Company, the User will be deemed to have agreed to the changes to these Terms and Conditions.

Article 25 (Governing Law)

These Terms and Conditions shall be governed by the laws of Japan.

Article 26 (Jurisdiction)

Any litigation between the User and the Company shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 27 (Others)

1. If the Company prescribes separate details regarding matters not stipulated in these Terms, the User shall comply with such details. In such case, such details shall be deemed to be an integral part of these Terms.

2. Details etc. will come into effect from the time they are posted in the designated area of our company.

3. In the event of any inconsistency or conflict between the details and these Terms and Conditions, these Terms and Conditions shall take precedence.

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Supplementary Provisions

January 9, 2024: Enactment and enforcement