Terms of Service

Prescribed on Apr 25th, 2022
Revised on Feb 15th, 2024

Neutone, Inc. (“Company”) provides the Service in accordance with the following terms of service (“Terms”). Users shall consent to these Terms before using the Service.

Application and Amendment of Terms
1. These Terms shall apply to all interactions between the Company and Users related to use of the Service. Any rules related to use of the Service which are set forth by the Company in regard to said Service shall constitute a part of these Terms and be applied integrally herewith. Moreover, such rules shall prevail in the event of any discrepancy between their particulars and the particulars of these Terms.
2. These Terms stipulate all matters agreed to by and between Users and the Company in relation to the Service as of the dates of formation of the applicable User Agreements, and, except where otherwise specified herein, the particulars of these Terms shall prevail in the event of any conflict between them and any agreements, offers, or the like related to the Service; provided, however, that where separate written agreements have been reached between the Company and Users as matters prevailing hereover, the particulars of such agreements shall prevail.
3. The Company will be entitled to amend the particulars of these Terms whenever necessary, and in a case where the Company has notified Users of an amendment hereto, such amendment shall take effect at the time the notice becomes effective (or, if the Company has designated an effective time of the amendment, at such time). Users will be deemed to have consented to an amendment when they use the Service after the notice of the particulars of such amendment has taken effect, or if they do not complete procedures for deregistration within a period specified by the Company.
Definitions
The terms used herein shall have the meanings below.
1. “Service” means the service provided by Company under the name “Neutone” (including, in the case where the name or content of such service has been amended for any reason, such service as amended), including the Software.
2. “Software” means the software provided by the Company on the Service (excluding any software specially designated by the Company).
3. “User Agreement” means an agreement related to use of the Service that is executed by and between the Company and a User pursuant hereto.
4. “User” means any individual or corporation that has entered into a User Agreement with the Company and is authorized to use the Service.
5. “Created Content” means musical compositions and other content created by Users using the Service.
6. “Posted Models” means Software-compatible models or other such content that are posted, transmitted, or uploaded on the Service by Users.
7. “Intellectual Property Rights etc.” means patent rights, utility model rights, design rights, circuit layout usage rights, trademark rights, copyrights (including the rights specified in Articles 27 and 28 of the Copyright Act), and knowhow (including the right to receive intellectual property rights).
Notices from the Company
1. All notices given by the Company to Users regarding the Service, as a rule, shall be given on a Company-specified website, and shall take effect as of the time of their publication or transmission by the Company.
2. When the Company uses a method of notice other than that set forth in the preceding paragraph, such notice shall take effect as of a time marking the passage of a period reasonably necessary for it to reach Users.
3. The notices set forth in the preceding two paragraphs shall take effect regardless of whether Users have actually received or acknowledged them.
Particulars of Agreement
1. User Agreements shall be formed between the Company and Users when such Users have consented to these Terms.
2. The Company will grant Users a non-exclusive, non-transferable, and non-sublicensable worldwide right to use the Service to the extent specified herein during the effective terms of the applicable User Agreements.
3. Users will be entitled to use the Service to create musical compositions and other such content, and to provide and/or sell such content to third parties, either for profit or not for profit, to the extent specified herein; provided, however, that Users will not be entitled to use the Service for any other form of profit-seeking activity (including, without limitation, the provision, sale, etc. of products using the Software) without the Company’s written consent.
4. The particulars, specifications, periods of use, conditions of provision, and other details of services available to Users via the Service shall be as set forth by the Company.
Intellectual Property Rights
1. Intellectual Property Rights etc. over the Software and over the systems, applications, modules, and other such content on/of the Service (“Content”) shall belong exclusively to the Company or to persons that have licensed such rights to the Company. Users shall not process, modify, edit, duplicate, or republish Content without the Company’s consent, sell, assign, lend, or transfer ownership of Content to third parties without the Company’s consent, or otherwise infringe Intellectual Property Rights etc. over Content.
2. Intellectual Property Rights etc. over Created Content, Posted Models or other information related to use of the Service which arise through Users’ use of the Service shall belong to such Users unless the same are the product of creative contributions by the Company or the Service; provided, however, that during and after the terms of User Agreements, the Company shall be entitled to use Created Content, Posted Models and other information related to use of the Service, or provide the same to third parties, for the purposes of providing or improving the Service, developing new services, or Company marketing, and that Users shall agree in advance to such use or provision.
3. User Agreements do not signify the licensing of all Service-related Intellectual Property Rights etc. of the Company or its licensors.
Equipment for Use of Service
1. Users shall, under their own cost burden and responsibility, prepare, maintain, and manage all computers, software, internet lines, and other equipment enabling their use of the Service.
2. The Company shall not be held liable for any defect, deficiency, flaw, malfunction or other failure of Users’ equipment enabling use of the Service.
Handling of Posted Models
1. Users will be entitled to post, transmit, and upload Software-compatible models and other such content on the Service by Company-prescribed methods.
2. Users shall save, manage, back up, and/or delete Posted Models under their own cost burden and responsibility.
3. Users shall be entitled to delete Posted Models on the Service by Company-prescribed methods.
4. The Company will not owe any specific duty to save, manage, back up, and/or delete Users’ Posted Models, or be held liable in any way with regard to the saving etc. of Posted Models.
5. The Company shall be entitled to delete, at any time of its choosing, Posted Models or any other information saved or managed on servers used for the Service.
Use of Service
1. Users shall bear all liability specified herein and all other liability for their use of the Service and for the consequences of such use, and shall comply with these Terms and use the Service under their own responsibility, with full recognition that Posted Models will be provided to third parties.
2. Before using the Service, Users shall adequately confirm whether the creation of musical compositions or other content using the Service, or the posting, transmission, or uploading of Posted Models or other such use of the Service will be lawful, will directly or indirectly infringe rights of the Company or third parties, or will breach these Terms or violate related laws and regulations etc.
3. Users must, under their own cost burden and responsibility, take all advance measures necessary to ensure the lawfulness of their creation of musical compositions and other content using the Service, their posting, transmission, and uploading of Posted Models, and their other such use of the Service, and must use the Service in compliance with the Civil Code, the Copyright Act, the Unfair Competition Prevention Act, the Act on the Protection of Personal Information, and all applicable related laws and regulations etc. (including laws, regulations, cabinet orders, guidelines, etc.; hereinafter the same), to an extent that will not directly or indirectly cause adversity to the Company or third parties.
Third-Party Services
1. The Service may contain Posted Models or other such services or content provided by other Users or third parties.
2. With respect to the use of sites or services provided by third parties via the Service, Users shall personally confirm and comply with the terms of service of such sites or services and all other rules appertaining between users and operators of such sites or services, and the Company shall owe no liability whatsoever in regard to any damage or disputes resulting from Users’ breach of the terms of service, instructions, or the like of such sites or services.
3. Sites and services provided by third parties via the Service are provided under the responsibility of such third parties, and the Company shall owe no liability whatsoever regarding such sites or services.
Prohibitions
1. When using the Service, Users shall not engage in conduct that the Company determines to fall under or potentially fall under any of the following items.
  1. Conduct that violates/breaches these Terms or laws/regulations etc., or that is connected with criminal activity;
  2. Infringing copyrights, trademark rights, privacy rights, portrait rights, rights of honor, or other rights of third parties;
  3. Conduct defamatory of any individual or group;
  4. Conduct that causes adversity to the Company or third parties;
  5. Registration by persons engaged in business that may compete with the Service;
  6. Reverse engineering, distillation, decompiling, reverse assembly, or other such acts of analysis of the Software, systems, etc.;
  7. Combining data input to the Service with data output from the Service to generate software, systems, etc.;
  8. Modifying or using programs that could cause damage to the Service or the Company;
  9. Causing inconvenience or adversity to other Users or third parties or obstructing the Service, such as by imposing excessive burdens on servers provided by the Company;
  10. Transmitting harmful computer programs or otherwise obstructing the Company’s provision or other Users’ use of the Service;
  11. Political or religious recruitment or canvassing, or other such inappropriate activity;
  12. Transmitting to third parties information deemed unsuitable by the Company;
  13. Posting, transmitting, or uploading obscene images, pornographic images, or other images deemed unsuitable by the Company;
  14. Conduct contrary to public policy;
  15. Aiding or abetting the conduct set forth in the preceding items; and
  16. Any other conduct deemed unsuitable by the Company.
2. When it is discovered or the Company has determined that a User has engaged in conduct falling under any item of the preceding paragraph, the Company will be entitled to refuse such User’s use of the Service, delete such User’s Posted Models, or take any other necessary action, without notice to such User.
Modification or Discontinuation of Service
1. The Company will be entitled to modify the particulars or specifications of the Service (i.e., improve the particulars or specifications of the Service, or adopt different particulars or specifications, in whole or in part, while maintaining identity as a service), or to discontinue the Service in whole or in part, without prior notice as the Company’s circumstances demand.
2. Users will not be entitled to file objections against Company measures under this article, and the Company will owe no liability whatsoever for any damage suffered by Users in consequence of such measures.
Interruption of Provision of Service
1. The Company shall be entitled to interrupt provision of the Service in whole or in part in any of the following cases.
2. When the Company performs routine or emergency maintenance, inspections, work etc. on equipment (including computer systems) used to provide the Service;
3. In the event of a failure of equipment used for provision of the Service;
4. If it becomes impossible to provide the Service because of a suspension of provision of telecommunication services;
5. If war, civil strife, rioting, labor disputes, fire, power outage, natural calamity, or other such circumstance has made it impossible to operate the Service;
6. If the Service cannot be provided because of measures under laws, regulations, etc.; or
7. If the Company otherwise deems such interruption unavoidable.
8. The Company shall owe no liability whatsoever for any damage suffered by Users or third parties in consequence of service interruptions under the preceding paragraph.
Force Majeure
The Company shall owe no liability whatsoever for any damage suffered by Users in consequence of computer viruses; natural disasters; accidents; war; rioting; civil strife; revision, abolition, or enactment of laws and regulations; orders or dispositions pursuant to governmental authority; or other causes not attributable to the Company.
Damage Liability
1. When a User has breached these Terms and thus caused damage to the Company or forced the Company to incur costs, such User shall be obligated to compensate the Company for all damage suffered and all costs incurred by the Company (including, without limitation, ordinary damages, special damages, court costs, attorney fees, and costs necessary for restoration of trust; hereinafter the same in this article).
2. When, other than as in the preceding paragraph, the Company has been forced to pay damages or bear other payments or costs in response to a claim from a third party in consequence of any act of a User, the Company shall be entitled to bill such User for all damage suffered and all costs incurred by it.
Disclaimer
1. The Company makes no guarantee as to the compatibility or full operation of the Software with software used by Users, and shall owe no liability whatsoever for any damage arising as a result of the use or unusability of the Software.
2. The Company makes no guarantee as to the correctness, usability, lawfulness, completeness, or repeatability (i.e., same outcome for same request) of the Service, Created Content, or content or other events provided via the Service, nor as to whether any of the same will be in line with Users’ specific purposes of use or will realize Users’ expected functions or results. The Company shall owe no liability whatsoever for any damage arising as a result of any such issues.
3. The Company shall owe no liability whatsoever for any damage suffered by Users because of use of the Service, because of modification, interruption, refusal of use, or discontinuation of the Service, because of failure or breakdown of machinery due to use of the Service, or otherwise in connection with the Service.
4. The Company shall owe no liability whatsoever for any damage suffered because of Created Content, Posted Models or Users’ use of the Service, and disputes etc. arising between Users and third parties in connection with use of the Service shall be resolved by such Users under their own cost burden and responsibility, with no attribution of liability to the Company whatsoever.
5. The Company shall owe no liability whatsoever for any damage to Users in consequence of measures taken by the Company in accordance with these Terms or of conduct in breach of these Terms on the part of Users.
6. In the event that the Company does owe damage liability to Users in connection with the Service for some reason, the amount of damages paid by the Company shall be limited to the amount of direct and ordinary damage actually suffered.
7. In the case where a User Agreement falls under a consumer contract under the Consumer Contract Act, no provisions hereof which act to fully exempt the Company from liability shall apply. Further, in the case where a User Agreement falls under a consumer contract under the Consumer Contract Act and there has been willful misconduct or gross negligence on the part of the Company, no provisions hereof which act to partially exempt the Company from liability shall apply.
Confidentiality
Absent the Company’s prior written consent otherwise, Users shall treat as confidential all non-public-domain information disclosed to them by the Company in connection with the Service with the request that such information be kept confidential.
Handling of Personal Information
1. Users must consent to the “Privacy Policy” and, having done so, must provide the Company with all Personal Information (i.e., “Personal Information” as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information; hereinafter the same) requested by the Company. Moreover, the Company shall manage all User personal information acquired by it properly, in accordance with the Privacy Policy.
2. Users must acquire and manage all Personal Information acquired by them via the Service properly, in accordance with the Act on the Protection of Personal Information and other related laws, regulations, etc. Moreover, the Company shall owe no liability whatsoever for any damage suffered by Users or third parties because of any User’s breach of this article.
Assignment of Rights, Duties, etc.
1. Absent the Company’s prior written consent, Users will not be entitled to transfer, assign, provide as security, or otherwise dispose of their rights or duties under User Agreements to/for third parties, or to allow third parties to undertake the same.
2. When transferring business related to the Service to other companies, the Company shall, in conjunction with such business transfer, be entitled to assign its rights and duties under User Agreements and transfer any information necessary for provision of the Service to the transferee of such business transfer, and Users consent to such transfer/assignment in advance. It should be noted that business transfer as described in this paragraph includes not only ordinary business transfer, but also corporate separation and all other instances where business is transferred.
Jurisdiction
The Tokyo District Court shall be the exclusive court of first instance for all disputes arising out of or in connection with User Agreements.
Governing Law
All matters related to User Agreements shall be governed by and construed in accordance with the laws of Japan.
Validity of Terms
In the case where any provision or any part of any provision of these Terms has been deemed unlawful, invalid, or unenforceable by a competent court, the validity of the remaining parts of these Terms shall not be impacted, and the provisions or partial provisions deemed unlawful, invalid, or unenforceable shall be replaced and superseded by valid provisions that are as close to their purport as possible, or shall be subjected to additional reasonable interpretation which causes them to apply as valid provisions that are as close to their purport as possible.
Consultation
Any matters not provided for herein or uncertainties as to the interpretation hereof shall be resolved through consultation between the Company and the relevant User(s) in accordance with good-faith principles.