Audiostock Terms of Service
This Terms of Service (this “ToS”) sets forth the contractual relationship between Audiostock Inc. (hereinafter may be referred to as the “Company”, “we”, “our”, or “us”) and you (the “Users”) with respect to your use of Audiostock Website and Audiostock. You may browse or use Audiostock Website and Audiostock only if you have read and agreed to all of the terms and conditions of this ToS. You acknowledge and agree that you have read, understood and accepted all of the terms and conditions of this ToS. Therefore, by continuing to browse and using Audiostock Website or Audiostock, Users shall be bound by this ToS.
Definitions. In this ToS, the following terms shall have the meanings set forth below. They shall have the same meaning whether they are used in the singular or in the plural.
- "Audiostock Inc." means us, Audiostock Inc., a Corporation (Kabushikigaisha) incorporated under the laws of Japan which provides Audiostock.
- "Audiostock Website" means the website operated by Audiostock Inc. under the domain "audiostock.net" including Audiostock service. Furthermore, it shall include the Japanese language version of the Website operated under the domain "audiostock.jp" and any other language or regional versions of the Website, if any. When the domain is changed, the websites provided under the new domain shall be also included.
- "Audiostock" means the stock music service provided by Audiostock Inc. on the Audiostock Website, including the Subscription Service described below.
- "User" means you, whether an individual or entity, browsing the Audiostock Website or using Audiostock. Users may be referred to as "you".
- "Registered User" means a User who has registered with Audiostock.
- "Subscription User" means a User who has registered with the Subscription Service.
- "ToS" means this Terms of Service and any FAQs, notices posted on the Audiostock Website or sent to the User by us.
- "Agreement" means the agreement between you and us under this ToS.
- "Subscription Service" means a paid stock music service provided to a Subscription User registered in accordance with the procedures set forth in Article 3. However, we may, at our sole discretion, provide Subscription Services free of charge for a specified period of time to a specified User, in which case such service provided free of charge shall also be included in Subscription Service.
- "Asset" means an electronic sound data, such as music, voice, environmental sounds, sound effects (SFXs), registered on Audiostock.
- "Creator" means a person or entity who registers an Asset with Audiostock and authorizes Audiostock Inc. to license such Asset.
- "User Contents" means videos and other contents produced by the Subscription User in accordance with this Agreement while the Subscription User keeps its status as a Subscription Use.
- "Unauthorized Use" means any use of an Asset in violation of this ToS.
- "Anti-Social Force" means mafia, drug cartel, organized crime groups and other similar groups or person in such group.
- "Unregister" or "Unregistration" means a cancellation of the registration with Audiostock. This includes Registered User's voluntary withdrawal from Audiostock and cancellation of the registration of the Registered User by the Company, and any other kinds of termination of the Agreement.
Registration with Audiostock
- Application. If you wish to register with Audiostock, you must agree to be bound by this ToS and submit the information requested in the form provided by the Company.
- Acceptance and Registration. We reserve the right to determine, at its sole discretion, to accept or reject any User's registration. If we accept such application, you become a Registered User and become bound to this Agreement as a Registered User.
- License. Registered Users may use Audiostock upon registration. However, Registered Users may not use the Subscription Services unless you register for the Subscription Services in accordance with the procedures set forth in Article 3.
- We reserve the right to block access to Audiostock or refuse subscriptions from certain area or jurisdiction.
Subscribing the Subscription Service
- Application. If you wish to subscribe the Subscription Service, you must apply to the Subscription Service by completing the prescribed form provided by us and entering the payment information set forth in Article 4.
- Acceptance and Subscription. We reserve the right to determine, at its sole discretion, to accept or reject any application to subscribe to the Subscription Services. If we accept such application, you become a Subscription User and become bound to this Agreement as a Subscription User.
- License. You may use the Assets on a non-exclusive, commercial or non-commercial basis, as many times as you wish, within the terms of the license set forth in this Agreement, as long as you are a Subscription User.
- If you Unregister from Audiostock, your status as a Subscription User shall simultaneously cease and the Subscription User's agreement with Audiostock Inc. regarding the use of the Subscription Services shall also terminate at the same time.
- The price for the Subscription Services shall be the price separately posted on the Audiostock Website by the Company.
- Payment for the Subscription Service shall be made by the method separately posted by the Company.
- If we accept more than one application for Subscription Services from the same person or entity, multiple contracts shall be formed between you and us for each application, and we shall be entitled to charge and receive all amounts due under each contract. (See 6.3)
- We may change the price and payment method for the Subscription Services at any time. However, the changed price and payment method shall be effective at the next renewal time and shall not affect Subscription User's payment for the current subscription period.
Prohibition of Third-party Use
- Registered User shall not lend or allow any third party to your Audiostock account.
- Even if Subscription User is a corporation or other entity, only one natural person (hereinafter the "Operator") may use the Audiostock account, and the Subscription User may not allow two or more person to use Audiostock account. Subscription User may change the Operator due to staff reshuffle but may not change the Operator frequently that there could effectively be more than one Operator.
- The Operator may only use the Audiostock account for the needs of the Subscription User.
- We reserve the right to take measures to prevent duplicate logins including forced logouts, to ensure that accounts cannot be used by more than one person.
- You shall not allow any other person or entity to use the Assets unless otherwise explicitly allowed by this Agreement. However, in cases where the Subscription User subcontracts the production of User Contents to another vendor, the use of an Asset by such vendor is permitted to the extent that such use is solely for the Subscription User.
- Notwithstanding 6.1, when Subscription User is a natural person, Subscription User may also use an Asset for content that is co-produced by a group that includes the Subscription User, and in which the Subscription User is substantially involved in the production and supervision. In 6.2 and 6.3, "substantially involved in the production and supervision" means that the Subscription User is involved in the production and supervision as a member of the production team in its capacity as a producer, director, video editor, or other similar role and knows the details of the production. If the Subscription User is in charge only of purchases, or is included in the group for formality, such involvement shall not be deemed as "substantially involved in the production and supervision". 6.2 prohibits the use of Assets for projects in which you have little or no involvement in the name of co-producing.
- When Subscription User is a corporation or any other entity, Subscription User may use an Asset only for contents that Operator is substantially involved in producing and supervising and may not use an Asset for any other content, even if it is produced by or for the Subscription User. If the Subscription User wishes to use an Asset for content that the Operator is not substantially involved in the production and supervision, Subscription User must sign up for an additional account assigning another Operator who is substantially involved in the production and supervision of such content (see 4.3). This rule prohibits designating a person in charge of purchasing within a corporation or any other entity to download all of the Assets needed within that entity.
- Notwithstanding 6.1 to 6.3, the Subscription User may freely make the User Contents available to anyone. The unavoidable use of an Asset by a third party in conjunction with the use of User Contents is permitted (e.g., Watching a video produced by the Subscription the User that uses our Assets as a BGM.). However, extracting the Asset from the User Contents or the use of such extracted Asset shall be prohibited.
- We reserve the right to impose reasonable limits on the number of downloads within certain period to prevent Unauthorized Use. We may impose reasonable restrictions on downloads if it determines a particular User is using a bot or scraping. However, we will lift the restriction if the User demonstrates to us with appropriate evidence that the use is legitimate and not botting or scraping.
- Upon termination of a Subscription User's subscription, you must immediately delete all downloaded Assets and discontinue the use of the Assets.
- Notwithstanding 6.6, if the Subscription User is a paid Subscription User, you may continue to use the User Contents and the Assets that are already used for such User Contents even after the termination.
- 6.7 does not apply to the Assets downloaded during the free trial, unless the User subsequently continues with a paid plan, in which case all such Assets must be deleted in accordance with 6.6. However, you may continue to use the User Contents already created during the free trial even after the free trial period.
You may not use the Assets in a manner primarily intended to exploit the value or misrepresent the origin of the Assets. For example, following uses are prohibited:
- Publication of the Asset, whether as it is or edited, as your own work.
- Layering the Assets (or one of the Asset and other sounds) and publishing them as your own work.
- Producing and publishing a music video of the Asset.
- Use in contents intended to use the Asset as end-user's background music, such as "Study With Me," or any other contents (video, NFTs, etc.) with little or no picture movement using Asset as the BGM. In this term, "end-user" means the user of the contents produced by the User. This rule does not prohibit a use of an Asset as a BGM of the User Contents. However, if such contents are primarily used for end-user's BGM, such use shall be prohibited.
Notwithstanding 7.1, the following use shall not be prohibited if the User Contents created by the Subscription User has a separate and independent creative element from the Asset.
- Sampling the Asset (such as a SFX or rhythm track) and incorporating it into a User Content
- Use of the Asset as an intro, interlude or a part of a piece of music
- Use the Asset as a theme song, background music (BGM), or jingle for the User Contents
- Notwithstanding 7.1, Subscription User may use an Asset as background music in a physical location such as a store or facility. However, the purchase of one Asset may not be used in more than one store or facility and may not be used across multiple stores or facilities. For clarification, uploading the Asset as background music on the internet is prohibited.
You may not allow any third party to use the Asset. For example, the following types of use are prohibited. However, this does not apply to use of the Asset in a service for which we separately authorize.
- Selling, providing, or lending the Asset to a third party, or placing Asset in a condition where a third party can reproduce it.
- Assigning or sublicensing the right to use Asset to a third party.
- You may not use the Asset as a subject of analysis or research material, such as use as training data for machine learning.
- You may not create or publish a content that sings the Asset by attaching lyrics or by any other means.
In relation to the creator's moral right, you may not use the Asset:
- in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; pornographic; or in a manner or context that otherwise violates any rights of anyone associated with the Asset;
- in a manner that damages the Creator's reputation or credibility; and
- with significant modification. However, volume control, tempo change, pitch change, equalizing, fade-in/fade-out, looping, cutting, or any other processing normally associated with sound effects production are allowed.
- Any other use that we notified as inappropriate use shall be prohibited.
- If you are afraid whether any of the prohibited uses set forth in the preceding paragraphs apply to you, please contact firstname.lastname@example.org.
- You may not use the Assets in a manner primarily intended to exploit the value or misrepresent the origin of the Assets. For example, following uses are prohibited:
- Replacement. Assets may be replaced from time to time, and we may add and withdraw Assets at any time. Withdrawn Asset shall no longer be available for download.
Term of the Subscription Service.
- The term for the Subscription Service shall be as set forth on the Audiostock Website. It shall automatically renew unless terminated by the Subscription User in a manner prescribed by Audiostock prior to the expiration of the term.
- If Subscription User fails to pay for the renewal, the Subscription User's agreement to use the Subscription Services will not be renewed and upon expiration of the current term, provision of the Subscription Service and the status as Subscription User shall terminate.
- Subscription User may not terminate Subscription Service during the term regardless of whether newly registered or renewed. We will not provide refunds.
- User's Responsibility to Prepare Usage Environment. You agree, at your own expense and responsibility, (i) to prepare all and any computer, internet browser, software, internet access, and other equipment necessary for you to use Audiostock, and (ii) to take all security measures necessary to prevent computer viruses, unauthorized access, and information leakage.
Unauthorized Use of Assets
- We may request necessary information and documents from a User or former User (referred to in this Article as "User" or “you”) when we recognize an unusual use of the Asset. User must promptly comply with the request.
- In the event of any Unauthorized Use, you shall pay to the Company a penalty equal to three times the annual subscription fee for the Subscription Service, regardless of your awareness of such Unauthorized Use. However, if the actual damages suffered by the Company and the rights holders of the Asset exceed the amount of such penalty, you must pay the Company such excess amount.
- This Article shall survive the termination of this Agreement.
- Preview Data. We may provide a preview data of the Asset to User free of charge. You may use the preview data only to determine whether to subscribe to the Subscription Service and may not use it for any other purpose, including creating a content.
Change of Registration Information
- Registered User shall maintain the registered e-mail address and other registered information in Audiostock updated with the newest information.
- We will not be responsible for any delivery failure of a notice or any other failure in providing Audiostock due to the Registered User's delay in updating registered information. In such circumstance, notices shall be deemed to have arrived at the time it would normally have arrived even if the Registered User have not received such notice.
Termination of the Subscription Service.
- Upon expiration of the Term of the Subscription Service, unless renewed, the Agreement between the Company and the Subscription User regarding use of the Subscription Service shall terminate.
- When the Subscription Service is terminated, User or former User must implement the measures prescribed in 6.6 and 6.7.
- Unregistration. Registered Users may voluntarily Unregister from Audiostock by a method provided by the Company. However, Subscription User may not Unregister during the term of the Subscription Service.
Management of Authentication Information
- Registered User is responsible for managing and keeping the authentication information (hereinafter "Authentication Information") for the use of Audiostock, such as e-mail address and password, and shall not allow any third party to use, rent, transfer, sell, or otherwise dispose of the Authentication Information.
- We may consider a legitimate use by a Registered User when the authentication information entered by the user matches the Registered User's Authentication Information.
- We shall not be liable for any damages caused by inadequate management or misuse of Authentication Information, or use by third parties. Registered User shall be solely responsible for the storage of the Authentication Information.
Change, Suspension, or Termination of Audiostock
- We reserve the right to change, add or discontinue all or any part of Audiostock without prior notice to the User.
We may, at its discretion, temporarily suspend all or any part of Audiostock without prior notice to Users in the event of any of the following events:
- For periodic or emergency maintenance and repairs related to hardware, software, telecommunications equipment facilities, and any other infrastructures;
- When the services of an internet provider and other telecommunications carriers are not provided;
- When it is difficult to provide Audiostock due to force majeure such as natural disasters;
- When it is difficult to provide Audiostock due to fire, power outage, or other unforeseen accidents;
- When it is difficult to provide Audiostock due to war, conflict, upheaval, riot, labor dispute, and other similar incidents; and
- When any other cases that we deem necessary in accordance with the preceding items.
- We may, in its sole discretion, permanently discontinue the provision or operation of Audiostock in whole or in part under unavoidable circumstances. In such cases, we will refund the portion of the fees received that corresponds to the period after the discontinuance.
Intellectual Property Rights
- All rights, including but not limited to copyrights and other intellectual property rights, of the Assets belong to the Company or the Creator. Subscription User may only be granted a license to use the Asset in accordance with this Agreement, and no other rights are transferred or granted.
- You shall not edit, translate, modify, use, or disclose any information (including the Assets) provided by the Company, to any third party without the express permission of the Company unless such license is explicitly granted by this Agreement. In addition, you may not engage in any activity that could infringe the intellectual property or other rights of the Company or the Creators, or any third parties, including but not limited to disassembling, decompiling, or reverse engineering such information.
- We do not grant any license or transfer the right to use any trademarks, logos, service marks, or any other similar information displayed on Audiostock.
- We make no warranty that Audiostock will be suitable for your particular purpose, that it will have the expected functionality, commercial value, accuracy or usefulness, have no defect or that your use of Audiostock will comply with applicable laws, regulations or internal rules.
- We warrant that the Creators of the Assets warrants to us that the Assets do not infringe the copyrights or other rights of third party. Such warranty is exclusive and we shall have no obligation to verify and makes no representations or warranties as to, the content, quality, accuracy, legality, usefulness or authenticity of any information obtained by you through Audiostock, including Assets. Therefore, we as ourselves do not warrant that the Assets do not infringe the copyrights or other rights of third parties.
- We shall not be liable for any interruption, suspension, termination, unavailability or modification of the Audiostock, or any loss or damage arising out of or in connection with your use of Audiostock including but not limited to loss of any message sent through Audiostock, loss of registration, registered data or other information, or malfunction or damage to your equipment.
- In the event of any dispute or problem arising between the Users, or you and any third party regarding the user of the Audiostock, such dispute or problem shall be resolved by you yourself at your sole risk and expense, and we shall not be involved in any way.
- Assets provided on Audiostock include Assets or derivative works in which the copyright protection period has expired (Public Domain). The copyright protection period is determined in accordance with the governing law of this Agreement, which may vary depending on the laws of each jurisdiction. It is User's responsibility to investigate the laws of the applicable jurisdictions before using the Asset. We do not warrant that your use of an Asset in a certain jurisdiction is in accordance with the laws of such jurisdiction, and we shall not be liable for any liability or other damages resulting from your use of such Asset.
- Audiostock is designed to be operated in a single window and tab on a single web browser. The user acknowledges and accepts that operating from multiple web browsers, tabs or windows may result in unintended behavior. We will not be liable for any problems or damages resulting from such use, including loss of data or unintended payments.
- Non-Liability. You shall take sufficient precautions to prevent damage to your equipment or data. You agree that we shall not be liable for any loss or damage of any kind as a result of the downloading of any Asset or other data from Audiostock.
Following conducts are prohibited.
- that violate laws and regulations, promote violations of laws and regulations
- fraud or threats against the Company or other third parties
- that are against public order and morals
- that infringes the intellectual property rights, portrait rights, privacy, reputation, or any other rights or interests of the Company or any third party
sending information that contains the following content through Audiostock.
- excessively violent or cruel expressions
- computer viruses or other harmful programs
- expressions that defame or discredit the Company or any third party
- excessively obscene language
- expressions that promote discrimination
- expressions that encourage suicide or self-harm
- expressions that promote the inappropriate use of drugs
- immoral expressions
- information seeking to spread information to third parties, such as junk mail, spam mail, chain mail
- illegal solicitations or advertisements
- expressions that may cause discomfort to others
- messages for the purpose of meeting with other people
- sending excessive load on Audiostock's network or systems.
- intentionally publishing or posting false data
- actions intended to collect information about other User
- unauthorized access to any system connected to Audiostock, or any other activity that may damage Audiostock
- impersonating another user or a third party
- using the Authentication Information of another Registered User
- any advertising, publicity, solicitation, or business activity on Audiostock that is not authorized in advance by the Company
- money laundering and profit-sharing with antisocial forces
- sending messages for the purpose of meeting with other people
- acts that directly or indirectly cause or facilitate any of the aforementioned conducts
- any activity that Audiostock Inc. determines to be disruptive or potentially disruptive to the operation of Audiostock.
- any activity that may interfere with the operation of Audiostock
- any other activities that Audiostock Inc. deems inappropriate.
- If a user discovers any of the prohibited activities described in the preceding paragraph by another User, please contact "email@example.com".
- If the User is found or suspected to be engaging in any of the prohibited conducts described in 21.1, we may require the User to take to correct or to take certain measures to prevent such conduct.
- Following conducts are prohibited.
We may suspend the provision of Audiostock, or delete your account and forcibly terminate your membership:
- in case of violation of this Agreement
- in the event of fraudulent payment or the payment service provider suspends the User's use of the payment service
- when any false, erroneous, or omitted information is found in the registration information
- when the User is found that it has been suspended from Audiostock in the past
- when the User is found to be a minor or a person whose activities are legally restricted and who has not obtained the consent of a person with parental authority, guardian, or other people with the appropriate authority
- when we determine that you are an Anti-Social Force, or that you are involved in any interaction or involvement with Anti-Social Force
- when the user is found to be deceased
- when you do not respond to the communication requesting a response from us for 30 days
- in case of suspected Unauthorized Use
- when we think that there are other reasons similar to the preceding items
- We shall not be liable to you or any third party for any action taken by us pursuant to 22.1.
- We may suspend the provision of Audiostock, or delete your account and forcibly terminate your membership:
When the Registered User has been Unregistered:
- such User may not use Audiostock except the part provided to nonregistered Users;
- such User shall immediately pay the Company any and all debts owed; and
- we may delete any information about the User or continue to hold such information at our sole discretion.
- When the Registered User has been Unregistered:
Handling of User’s Information
- Registered User consents to the Company accessing any information submitted, posted or registered by the Registered User on Audiostock for the purpose of providing Audiostock. Such information includes information such as like tags or favorite tags, comments or notes that are recorded in Audiostock for User's personal use.
- User consents to the Company that the Company may, at its sole discretion, use any information or data provided by the User for the purpose of improving and developing Audiostock. This includes disclosure of such information as statistical information in a form that does not personally identify each User.
In this ToS, "Confidential Information" means any and all information relating to our technology, business, operations, finance, organization or other matters, which has been provided or disclosed to you by us regardless of the method of the disclosure, or has otherwise become known to you in connection with Audiostock. However, the following information shall not constitute Confidential Information.
- information known to the User or was publicly known at the time of disclosure;
- information that becomes publicly available for a reason not attributable to the User after the disclosure of such information;
- information obtained from a third party with legitimate rights, without being imposed confidential obligation on; and
- information developed independently of Confidential Information by the User; and
- information specified in writing as non-confidential by the Company.
- You shall use the Confidential Information solely for the purpose of using Audiostock and shall not provide, disclose or divulge any Confidential Information to any third party without prior Company's written consent.
- Notwithstanding 26.2, you may disclose Confidential Information upon order, request or demand of any law, court or government agency. You shall promptly notify the Company of any such order, request or demand.
- You shall return or destroy the Confidential Information and any documents or other recorded media containing the Confidential Information and all copies thereof whenever requested by the Company in accordance with our instructions.
- 26.1 to 26.5 shall survive the termination of this Agreement.
- In this ToS, "Confidential Information" means any and all information relating to our technology, business, operations, finance, organization or other matters, which has been provided or disclosed to you by us regardless of the method of the disclosure, or has otherwise become known to you in connection with Audiostock. However, the following information shall not constitute Confidential Information.
Compensation for Damages
- You shall keep the Company harmless and indemnify the Company for all damages, including direct and indirect damages arising out of or in connection with your breach of this Agreement or your use of Audiostock.
- In no event shall the Company be liable to the Users for any damages whatsoever arising out of or in connection with the use of Audiostock, except in cases of intentional or gross negligence. If the Company is liable to the User, including when it is due to legal restrictions, the liability shall be limited to direct and ordinary damages actually caused by a cause attributable to the Company and shall not exceed the total amount of the fee actually received by such User for the provision of Audiostock during the past one (1) year from the time the damage occurred (If the User has not paid any fee, the amount shall be zero (0). However, if this is not permitted by law, the total amount shall be limited to five (5) USD.)
We reserve the right, at its sole discretion, to modify this ToS when such modification is:
- compatible with the general interests of the Users; or
- not contrary to the purpose for which this Agreement is made and is reasonable.
- Prior to any modification of this ToS pursuant to 28.1, we will post on the Audiostock Website or notify Users in other means, the content of the modification and the effective date of the modified ToS at least one (1) month prior to the effective date.
- Your use of Audiostock after the effective date of the modification or your failure to cancel your membership within the time period specified by the Company shall be deemed to constitute your agreement to the modification of the ToS.
- We reserve the right, at its sole discretion, to modify this ToS when such modification is:
Communication and Notification
- Any inquiries or other communications or notices from you to us and any other communications or notices from us to you regarding changes to this ToS shall be made in the manner prescribed by the Company.
- You consent for us to send advertising and promotional emails regarding Audiostock to the email address registered by the User.
- You may not assign this Agreement or any of your rights or obligations hereunder, in whole or in part, to any third party (including comprehensive succession by merger, demerger, or otherwise) or provide any of your rights or obligations hereunder to any third party for the purpose of security, without the prior written consent of the Company.
- You acknowledge and consent that we may, in the event that we transfer the business of Audiostock to another company, assign all rights and obligations under this Agreement and transfer your information to such company. Business transfer referred to in this paragraph shall include not only comprehensive succession by a merger (Gappei) or corporate divestiture (Kaisha-Bunkatsu) but also asset purchase (Jigyo-Jyoto) and any other type of M&A.
- Severability. If any provision of this Agreement, or portion thereof, is determined to be invalid or unenforceable under the Consumer Contract Act of Japan or any other law or regulation, the remaining provisions of this Agreement and the remaining portions of any provision determined to be invalid or unenforceable shall remain in full force and effect. You and us shall endeavor to modify such invalid or unenforceable provision or portion to the extent necessary to make it lawful and enforceable and to ensure that the intent and legal and economic effect of such invalid or unenforceable provision or portion is equivalent.
Governing Law and Dispute Resolution.
- This ToS and Agreement shall be governed by and construed in accordance with the laws of Japan, and any dispute arising out of or relating to this ToS and Agreement shall be submitted to the exclusive jurisdiction of the Okayama District Court (Japan) as the court of first instance.
- This Article shall survive the termination of this Agreement.