MusicTGA-HR  Terms of Service

1.1 This Usage Agreement (hereinafter referred to as the "Agreement") governs the use of MusicTGA-HR provided by Amadeus Code Inc. (hereinafter referred to as the "Company") for your personal or company's use, as well as the use of music pieces (hereinafter defined). If you wish to use the music pieces for purposes other than those explicitly permitted under this Agreement, please contact us at contact@amadeuscode.com.

1.2 Hereinafter, you or your company will be referred to as the "Customer," and individually or collectively, the Customer and the Company will be referred to as the "Party" or collectively as the "Parties."

1.3 The terms of use and other service conditions displayed in MusicTGA-HR shall form part of this Agreement.

1.4 By signing this Agreement, the Customer represents and warrants that (i) the Customer has all necessary rights to enter into this Agreement in the Customer's jurisdiction, (ii) the Customer agrees to be legally bound by this Agreement, and (iii) if the Customer is using MusicTGA-HR in connection with the activities of the Customer's organization or employees, the Customer represents and warrants that the Customer has the authority to bind the Customer's organization or employees to this Agreement. In such case, the terms "Customer" and "Customer's" in this Agreement shall appropriately refer to both the Customer and the Customer's organization or employees as applicable.

In this Agreement, the following terms and expressions shall have the following meanings:

"MusicTGA-HR" means the website, API, and related online services provided by the Company, currently available at https://amadeuscode.com.

"End User" refers to the user who utilizes MusicTGA-HR through the services provided by the Customer.

"Music Piece" means any and all musical recordings, or any portion thereof, currently or previously featured in the Company's music catalog within MusicTGA-HR, and subject to ongoing updates, provided for the purpose of offering to the Customer and End Users.

"Production" refers to any audio work, visual work, or audiovisual work.

"End User Production" means any production created by the End User.

"Composite End User Production" refers to any entire End User Production that includes Music Pieces as part of its content.

3.1 The Company grants the Customer a non-exclusive license to use MusicTGA-HR within the scope necessary for the provision of the Customer's own services or company services (referred to as the "Service").

3.2 The Company grants the Customer the right to access the Company's music catalog within MusicTGA-HR through the MusicTGA-HR API.

3.3 The Company only grants the Customer the right to use MusicTGA-HR within the scope defined in this Agreement. The Customer does not acquire any copyrights, patent rights, intellectual property rights, ownership rights, or any other rights related to MusicTGA-HR, its derivatives, or the data provided by MusicTGA-HR.

4.1 Subject to the following service conditions, the Company grants the End User limited, non-exclusive, non-transferable rights. These rights, unless expressly permitted by this Agreement, cannot be sublicensed. The Customer shall include the following service conditions in the terms of use for the Service.

(a) The End User has the right, solely for the purpose of incorporating into the End User Production during the Service period, to download, store, cut, copy, and edit the Music Pieces (including combining them with any other audio material owned by the End User, but not limited to such) rights.

(b) The End User has the perpetual right, during and after the Service period, regardless of country or region, to distribute (including distribution through any online channels and platforms, herein referred to as the same), broadcast, publicly perform, exhibit, or make publicly available the Composite End User Production that incorporates the Music Pieces. However, this right is limited to the Composite End User Productions that are actually distributed, broadcasted, publicly performed, exhibited, or made publicly available by the End User during the subscription period.

4.2 The license granted for the use of Music Pieces to the End User does not authorize the use of Music Pieces in any other types of productions, except for feature films, soundmarks (audio to identify or distinguish a company, product, or service), or productions created in the normal course of the End User's business.

4.3 The End User shall not, either in whole or in part, independently (for example, by enabling the use of the Music Pieces without incorporating them into the End User Production in accordance with the terms and purposes of this Agreement) distribute, sell, resell, sublicense, or use the licensed Music Pieces in any other manner. Without limiting the generality of the foregoing, for illustrative purposes, the End User shall not repackage or distribute the whole or any part of the Music Pieces as audio samples, sound libraries, sound effects, or music beds.

4.4 The End User shall not use the Music Pieces in a manner that is defamatory, illegal, encourages illegal activities, immoral, racially discriminatory, such as expressing hatred or discrimination based on race, nationality, religion, ethnicity, gender, gender identity, or sexual orientation, or in a violent or weapon-promoting, obscene manner, or in any manner or context that falls within the aforementioned categories. The use of the Material related to sensitive subjects, including political content (such as promotion, advertising, or support of political parties, candidates, or elected officials) as well as "adult videos" and advertisements for adult entertainment venues, escort services, etc., is also prohibited, but not limited to these examples.

4.5 The End User shall comply with all applicable laws, regulations, and industry standards in exercising rights or fulfilling obligations related to the rights granted.

4.6 The End User may only use the Music Pieces in accordance with the granted rights and licenses.

4.7 In the event that the End User becomes aware of any reason or potential reason that may constitute a breach of the licensing conditions concerning the Music Pieces that have been distributed, broadcasted, publicly performed, exhibited, or published (regardless of whether they are incorporated into a Composite End User Production), the Customer shall, at the Customer's own expense: (i) immediately notify the Company of such breach, (ii) promptly take any reasonable measures to prevent the breach from continuing or occurring, and (iii) promptly provide the Company with any reasonable support, cooperation, and information requested by the Company for the investigation of the breach and prevention of its continuation or occurrence.

4.8 If the Music Pieces are used in the End User Production and credits are provided for other music providers or content providers in the said End User Production, to the extent reasonably possible, appropriate credits shall be given to the Company in a similar form. Such credits shall be substantially equivalent in form and content to the following credit:

"Production Music licensed through www.amadeuscode.com"

Where possible, the above credit shall be displayed as a hyperlink to www.amadeuscode.com.

The Customer shall pay the usage fees displayed on the website provided by the Company for the use of MusicTGA-HR.

5.1 The Company may change the usage fees at any time and, if changes are made, will notify the Customer via email to the Customer's email address at least 30 days in advance. The changes to the usage fees will take effect from the first day of the subscription period following the billing date. If the Customer does not accept the changes, the Customer may terminate this agreement upon the expiration of the subscription period corresponding to the paid usage fees. If the Customer does not terminate this agreement before the changes take effect, the Customer will be deemed to have accepted the changes.

6.1 This Agreement shall come into effect on the date stated at the end of this Agreement and shall remain in effect for a period of one year or until termination of this Agreement in accordance with this clause (hereinafter referred to as the 'Subscription Period').

6.2 The Customer may terminate this Agreement at any time. If the Customer terminates this Agreement before the end of the Subscription Period, the Company shall not refund any usage fees already paid by the Customer. However, if the termination is due to reasons attributable to the Company, the Company shall refund the prorated amount for the remaining period to the Customer.

6.3 If the Company reasonably believes that the Customer has violated the provisions set forth in this Agreement and, despite being notified via email to the Customer's email address, fails to rectify the violation within a reasonable period, the Company reserves the right to immediately terminate the Customer's subscription and this Agreement, as well as suspend the Customer's access to MusicTGA-HR at any time. In this case, the amount paid by the Customer for the remaining period of the current Subscription Period shall constitute an anticipated damages amount, and the Customer shall not have the right to a refund of said amount. The anticipated damages amount shall not preclude the Company from seeking any additional remedies available under applicable laws, including claiming damages exceeding the anticipated damages amount.

6.4 The Company may, at its sole discretion and upon providing a written notice at least 6 months in advance, terminate the Customer's account and this Agreement, with a refund of the monetary equivalent of the usage fees paid by the Customer for the remaining period of the unsubscribed subscription.

6.5 The Customer's subscription period will automatically renew for a period of 1 year under the same terms and conditions at the end of each subscription period. Furthermore, unless the Customer cancels this Agreement through their Company account prior to the expiration of the current subscription period, the Customer will be billed for the usage fees for the next subscription period at that time. If the Customer cancels before the end of the subscription period, the cancellation will take effect on the day following the end of the current subscription period.

6.6 After the termination date of this Agreement, the Customer must cease the use of MusicTGA-HR. The Customer shall lose the right to use or access the MusicTGA-HR music catalog and shall return, destroy, or delete any and all copies of said music catalog from the Customer's possession or any other storage location, as requested by the Company. However, the Customer is not required to discard or delete End-User Productions and Composite End-User Productions that may continue to be used in accordance with Section 4.1 after the termination of this Agreement.

6.7 Provisions of this Agreement that by their nature are intended to survive the termination of this Agreement, including but not limited to Sections 2, 4 (excluding Section 4.1(a)), 6, 7, and 9 through 21, shall survive the termination of this Agreement.

7.1 We, the Company, warrant to the Customer that we have all necessary rights to grant the rights granted to the Customer and End Users under this Agreement, and that the provision of Music Pieces by the Customer and the use of Music Pieces by End Users in accordance with this Agreement do not infringe upon any third-party copyrights or other proprietary rights. Furthermore, in the event that any claims or demands alleging infringement of third-party copyrights or other proprietary rights arise from the provision of Music Pieces by the Customer or the use of Music Pieces by End Users in accordance with this Agreement, we, the Company, shall, at our own responsibility, resolve such claims or demands without causing any inconvenience to the Customer or End Users. However, this provision shall not apply if such claims or demands arise due to the fault or responsibility of the Customer.

7.2 Except as expressly provided in this Agreement, the Customer acknowledges and agrees that, as a result of this Agreement, the Customer does not acquire any rights in respect to the Music Pieces, and the Music Pieces are the exclusive property of the Company.

All Music Pieces are not registered with any copyright management organizations and are not subject to management by copyright management organizations. Therefore, by using the Music Pieces, the end users or users of composite end-user productions will not be liable to make any payment of fees, cease the use, or face any other claims from third parties other than the Company.

9.1 Neither party is granted any rights or interests in the other party's trademarks, brands, or trade names.

9.2 The Customer agrees that the Company may use the Customer's name for its own marketing and promotional purposes only with the Customer's prior written consent (including consent via email).

The Company shall take necessary security measures, at its own expense and responsibility, to prevent infection by computer viruses, unauthorized hacking, tampering, or other unauthorized intrusion or information leakage into the service provided herein. The Company shall be responsible for any damages or losses arising from its failure to implement such security measures.

11.1 Each party shall be liable for direct damages incurred by the other party as a result of a breach and/or non-performance of obligations under this Agreement, subject to the limitations of liability set forth below.

11.2 Neither party shall be liable to the other party for any special damages, indirect damages, incidental damages, consequential damages, punitive damages, or exemplary damages, including but not limited to loss of profits, even if the party has been informed of the possibility of such damages or losses.

11.3 In no event shall either party be liable to the other party for damages exceeding the total amount of fees received by the Company from the Customer during the period from the effective date of this Agreement until the day preceding the occurrence of such damages. However, in case of willful misconduct or gross negligence of either party, the limitation of liability set forth in this clause shall not apply.

11.4 The limitations of liability set forth above shall not apply to damages arising from fraud, willful misconduct, or gross negligence of a party.

11.5 The Customer shall defend, indemnify, and hold harmless the Company, its affiliates, as well as its employees, officers, directors, managers, shareholders, partners, suppliers, owners, representatives, agents, successors, and assigns (collectively referred to as 'Company Affiliates') against all claims, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising from or related to any breach of this Agreement, violation of applicable laws, or any claims, liabilities, damages, costs, and expenses attributable to or caused by third parties for which the Customer is responsible.

11.6 The Company shall defend, indemnify, and hold harmless the Customer and/or End Users within the limits of applicable law, against all claims, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising from or related to any breach of this Agreement by the Company, misrepresentation or warranty breach as provided in this Agreement, violation of applicable laws, or any claims, liabilities, damages, costs, and expenses attributable to or caused by third-party claims of copyright or other rights infringement.

Without limiting the generality of the disclaimers provided in this Agreement, the Customer acknowledges and agrees that MusicTGA-HR and the Music Pieces are provided on an "as is" basis, and the Company and its affiliates do not make any implied warranties, including but not limited to (i) implied warranties of merchantability or fitness for a particular purpose, (ii) warranties regarding the quality or performance of any materials, information, products, services, technologies, and/or content provided or related to this Agreement, including any limitations on access or use of content as specified on the MusicTGA-HR platform, and (iii) warranties regarding the performance of computers, technologies, and/or networks.

The Customer acknowledges and agrees that the Company and its affiliates shall not be liable for any representations, warranties, or conditions, whether express or implied, including but not limited to those mentioned above, relating to the quality or performance of any materials, information, products, services, technologies, and/or content provided or related to this Agreement, and shall not assume any responsibility.

The Company shall not disclose, divulge, or otherwise make available to any third party, without the prior written consent of the Customer (including the Customer's affiliated companies and end-users), any confidential information concerning the Customer that the Company becomes aware of in connection with the execution and performance of this Agreement. However, this obligation shall not apply to information that was already publicly known at the time of its acquisition, information that the Company already possessed prior to its acquisition, information that becomes publicly known without breach of this obligation and without fault on the part of the Company after its acquisition, information lawfully obtained by the Company without any obligation of confidentiality from a third party having lawful authority to disclose such information, and information developed independently by the Company without reference to or use of the confidential information.

The Customer shall not, without the prior written consent of the Company, assign its position under this Agreement to a third party, or transfer, delegate, or dispose of all or any portion of its rights and/or obligations under this Agreement to a third party, including the creation of security interests. The Company, however, may assign its position under this Agreement to a third party, or transfer, delegate, or dispose of all or any portion of its rights and/or obligations under this Agreement to a third party, including the creation of security interests, provided that such third party agrees to be bound by this Agreement. Any attempted assignment or transfer in violation of this provision shall be null and void.

If any provision or provisions of this Agreement are deemed invalid, illegal, or unenforceable for any reason under applicable laws, the validity, legality, and enforceability of the remaining provisions shall not be affected. The severed provision(s) shall be modified to the extent necessary to make them enforceable while preserving their intended purpose.

16.1 The headings of each provision in this Agreement are provided for reference purposes only and shall not affect the interpretation of each provision.

16.2 Unless otherwise requested or instructed:

(a) The term 'Parties' refers to the parties themselves, their successors, and the assignees of the positions under Article 14.

(b) The term 'including' or 'included' (or similar terms) should not be interpreted as limiting, and general terms introduced by the term 'other' (or similar terms) shall not be construed as having a restrictive meaning based solely on the fact that they are preceded by terms indicating specific types of acts, matters, or things.

(c) Any reference to a document shall include any subsequent modifications, supplements, or replacements of such document.

This Agreement may only be amended by a formal document signed or initialed and stamped by both Parties.

Regardless of conflict of law principles, this Agreement shall be governed by Japanese law. Any disputes, ambiguities, claims, or breaches arising out of or in connection with this Agreement, its termination, or invalidity shall be exclusively submitted to the jurisdiction of the Tokyo District Court as the agreed exclusive court of first instance.

This Agreement constitutes the complete agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior agreements, understandings, or discussions between the Parties, whether oral or written, relating to the subject matter of this Agreement.

The waiver by us of any rights under this Agreement shall not be deemed a further or continuing waiver of such rights or any other rights, and our failure to assert any right under this Agreement shall not constitute a waiver of that right.

The Customer agrees that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to any goods sold as a result of the services provided under this Agreement. Software associated with the services provided under this Agreement may be subject to export controls. Unless permitted by law, the Customer agrees not to export or re-export such software to countries subject to export controls or to individuals, entities, or end-users subject to export controls or sanctions, and further guarantees not to engage in such export or re-export.

The Customer shall not engage in any of the following activities in connection with the use of MusicTGA-HR:

(a) Engaging in acts such as disassembling, decompiling, or reverse engineering MusicTGA-HR or deciphering the source code by any other means.

(b) Accessing or retrieving information beyond the normal scope of use through scraping, crawling (including crawlers, robots, spiders, or similar programs), or any other similar methods.

(c) Engaging in acts associated with criminal activities or activities contrary to public order and morals.

(d) Transmitting information that includes computer viruses or other harmful computer programs.

(e) Tampering with information that can be used in relation to MusicTGA-HR.

(f) Engaging in acts that may disrupt the provision of MusicTGA-HR by us.

(g) Engaging in any other activities deemed inappropriate by us.

23.1 We may suspend or interrupt the use of MusicTGA-HR, in whole or in part, without prior notice to the Customer in the following cases:

(a) When conducting regular or emergency inspections or maintenance of the computer system related to MusicTGA-HR.

(b) In the event of accidents causing the interruption of computers, communication lines, etc.

(c) When the provision of MusicTGA-HR becomes impossible due to force majeure events such as fire, power outage, natural disasters, or other uncontrollable circumstances.

(d) In any other case where we deem it necessary to suspend or interrupt.

23.2 We may terminate the provision of MusicTGA-HR at our convenience. In such case, we will provide prior notice to the Customer.

23.3 We shall not be liable for any damages incurred by the Customer as a result of measures taken by us under this clause.

Amadeus Code Inc.

Date of last update: May 24, 2023