SOUNDRAW Terms of Service

These Terms of Service shall apply to all use of "SOUNDRAW" (the "Service") operated by SOUNDRAW Inc. (“SOUNDRAW”, “we”, “us”, “our”).

Article 1 (Agreement)

1. You must first carefully read the various explanations regarding the Service displayed on this website and agree to these Terms of Service before using the Service.
2. The Service offers a free trial version and paid plans for the use of this service.
3. If you are a minor, you must first have a legal guardian (such as a parent) carefully read these Terms of Service and obtain his or her consent before using the Service.

Article 2 (User Accounts)

1. In order for you to use the Service's free trial or paid version, please register a user account according to the procedure specified by SOUNDRAW. When registering your account, you must provide accurate information. In the free trial version, you will only be able to use certain features of the Service that we specify.
2. You must not use the account of another person without the permission of SOUNDRAW. In addition, you must not allow other persons (or, if the user is a corporation, persons who do not belong to said corporation) to use your user account, nor must you transfer it, gift it, offer it as collateral or dispose of it in any other way.
3. You are solely responsible for keeping your user account password confidential and secure.
4. You are liable for any damage arising due to failure on your part to keep your password secure, erroneous use or use by a third party, etc., and SOUNDRAW assumes no responsibility whatsoever.
5. If your password has been leaked to a third party, or if you suspect that your user account and password are being used by a third party, you must immediately notify SOUNDRAW of the fact and follow any instructions we may give you. In such case, SOUNDRAW will be able to suspend the user account and password as being a compromised user account and password.
6. You are obligated to change your password regularly, and SOUNDRAW assumes no responsibility for any damage caused by your failing to fulfill this obligation.

Article 3 (Use)

1. You may use the Service after you have agreed to the contents of these Terms of Service.
2. In the event that you intend to switch to the paid version during the free trial period under the preceding paragraph, please follow the procedure we specify. When you have switched to the paid version, these Terms of Service will apply.
3. In the event that your use of the Service causes damage to a third party, you shall be solely responsible for resolving all disputes and litigation ("disputes, etc.") concerning compensation for such damages.

Article 4 (Fee for using the service)

1. The fee for use of the service shall be in accordance with the separately determined plans (https://soundraw.io/). No refund will be given in the event that you cancel part-way through the subscription period.
2. The payment method for the fee under the preceding paragraph shall be payment by the credit cards and debit cards, etc., we specify.

Article 5 (Intellectual Property Rights, etc.)

1. All intellectual property rights, such as the copyrights and trademark rights relating to the Service and the programs that constitute the Service, belong to SOUNDRAW.
2. You grant SOUNDRAW a worldwide, non-exclusive, free, sub-licensable and assignable license to freely utilize all intellectual property rights concerning music created using the Service (including use, reproduction, distribution, creation of derivative works, display, publication, adaptation, making transmittable and demonstration).

Article 6 (Prohibited Acts)

1. When using the Service, you must not engage in any acts that fall under, or are likely to fall under, those listed in the following items.
   1. (1) Acts of utilization of the Services for illicit purposes
   2. (2) Acts that infringe the intellectual property rights, portrait rights, publicity rights or other rights of other users, SOUNDRAW or other third parties
   3. (3) Acts that damage the reputation or credibility, or infringe the privacy, of other users, SOUNDRAW or other third parties
   4. (4) Acts leading to crimes such as fraud
   5. (5) Acts of transmission or provision of harmful software programs such as computer viruses, or encouragement of their use
   6. (6) Acts of alteration, adaptation, reverse engineering, decompilation or disassembly of the content, data and other software, etc., provided through the Service
   7. (7) Acts of falsification, deletion, or unauthorized diversion of the information of other users, SOUNDRAW or other third parties
   8. (8) Acts in violation of laws and regulations, these Terms of Service or public order and morals, or acts that promote, or are likely to promote, such violations
   9. (9) Acts of using the Service to entice other users or third parties to other websites
   10. (10) Acts that interfere with the operation of the Service
   11. (11) Acts of selling, distributing for free or sublicensing music itself created using the Service (this excludes videos and other products created using said music)
   12. (12) Downloading with external application
   13. (13) Other acts that SOUNDRAW deems inappropriate
2. SOUNDRAW may seek compensation for damages (including reasonable attorneys' fees and costs) from you if we incur any losses due to your breach of these Terms of Service.
3. If you commit any of the prohibited acts under this article, SOUNDRAW may suspend your user account.

Article 7 (Suspension of the Service)

SOUNDRAW shall be able to suspend the operation of all or part of the Service for any of the following reasons, and we assume no liability for any losses you may incur due to such suspension, except in cases where such losses are due to our willful default or gross negligence.

1. (1) When carrying out maintenance or inspection of the equipment and systems required to provide the Service
2. (2) When operating the Service is difficult due to fire, blackout, earthquake, natural disaster or system failure, etc.
3. (3) Additionally, when it is necessary to temporarily suspend provision of the Service for operational or technical reasons, or when SOUNDRAW determines suspension is unavoidable

Article 8 (Scope of our Liability)

1. SOUNDRAW makes no guarantees that you will not incur loss or damage, caused by harmful programs such as computer viruses, when using the Service.
2. SOUNDRAW shall not warrant the operation of any equipment, software, or system (including those provided by third parties) used by the User when using the Services. In addition, we will not respond to malfunctions in equipment, software, or systems provided by third parties.
3. SOUNDRAW shall not indemnify the User for any loss of profits, indirect damages, special damages, extended damages, attorney's fees or other damages not stipulated in this Article, unless SOUNDRAW is willful or gross negligence on our part. Provided, however, that the Company shall not be liable for any damage caused by a failure of the equipment, software, or system provided by a third party.

Article 9 (Changes to the Terms of Service)

1. SOUNDRAW shall be able to change these Terms of Service without notifying you in advance or obtaining your consent.
2. Whenever changes are made, you must carefully read the contents of these Terms of Service before using the Service.
3. By using the Service after the changes specified in paragraph 1 have been made, you shall be deemed to have accepted such changes.
4. SOUNDRAW assumes no responsibility for any losses you may incur arising, directly or indirectly, as a result of your not having carefully read these Terms of Service, irrespective of the details or form.
5. SOUNDRAW assumes no responsibility for any losses you may incur due to changes to, or discontinuance of, these Terms of Service, except in cases where such losses are due to our willful default or gross negligence.

Article 10 (Termination of the Service)

1. SOUNDRAW shall be able to terminate the Service without advance notice.
2. SOUNDRAW assumes no liability to you or any third party for damages of any kind that you or a third party may incur arising, directly or indirectly, as a result of the termination of the Service, irrespective of the details or form.

Article 11 (Effect of Provisions)

1. Even in the event that certain provisions of these Terms of Service are deemed to be invalid based on laws and regulations, the provisions other than the invalid provisions in question shall remain in effect.
2. Even in the event that certain provisions of these Terms of Service are invalidated or canceled with respect to a particular user, these Terms of Service shall remain valid with respect to other users.

Article 12 (Governing Law and Jurisdiction)

1. The interpretation and application of these Terms of Service shall be governed by the laws of Japan.
2. All disputes, controversies, or differences of opinion between you and SOUNDRAW arising out of or in relation to these Terms of Service shall be settled finally by arbitration in Tokyo, in accordance with the commercial mediation rules of the Japan Commercial Arbitration Association.