Terms of Use for Kotodama

Article 1 (Purpose)

These terms of use (“Terms of Use”) are applicable to all users (“Users”) of the “Kotodama AI” provided at support@kotodama.app (“Services”) provided and operated by Kododama AI (“Company”). Users shall use the Services upon agreeing to these Terms of Use.
These Terms of Use stipulate terms and conditions for using the Services. All Users registered in the Services must use the Services in accordance with the conditions as stated in these Terms of Use as applicable, including age and usage.
By agreeing to these Terms of Use, the User will have entered into the Agreement (as defined in Article 2 of these Terms of Use) between the Company.
By using the Services provided by the Company Users Acknowledge that Users have read these Terms of Use and agree to be bound by these Terms of Use.

Article 2 (Definitions)

For the purposes of these Terms of Use, the following terms have the meanings in the following items:

“Agreement” means Services agreements to be concluded between the Company and Users under the terms and conditions as stipulated in these Terms of Use;
“Free Trial” means a Subscription with a free trial for a limited period of time;
“Subscription(s)” means the package of the Services billed on a subscription basis;
“User(s)” means a person or all persons registered with the Services; and

Article 3 (User Registration)

A person who intends to become a User must agree to the contents of these Terms of Use and complete the registration process based on the procedures required by the Company.
Notwithstanding the preceding paragraphs, the Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using the Services, Users warrant and represent that Users are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of these Terms of Use. If a person is not at least eighteen (18) years old, such person is prohibited from both the access and usage of the Services.
If there is any change to the information registered by Users in accordance with the immediately paragraph 1 of this Article 3, Users must immediately change the registered information.
The Company may refuse registration made by Users at its sole discretion.
Users are responsible for maintaining the confidentiality of the account and password, including but not limited to the restriction of access to their computer, smartphone and/or account. Users agree to accept responsibility for any and all activities or actions that occur under account and/or password of Users, whether password of a user is with our Services or a third-party service. of Users must notify us immediately upon becoming aware of any breach of security or unauthorized use of their account.
Users may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than of Users, without appropriate authorization. Users may not use as a username any name that is offensive, vulgar or obscene.

Article 4 (Contents of the Services)

The Services allows Users to generate audio files with AI voices by posting sounds, texts, or videos (the “Content”), or using sounds shared in the Services. Users are responsible for Content that Users post on or through the Services, including its legality, reliability, and appropriateness.
By posting the Content on or through Service, Users represent and warrant that: (i) the Content is owned by the User and/or Users have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of the Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on these rights.
Users retain any and all of rights to any Content Users submit, post or display on the Services, and Users are responsible for protecting those rights. We take no responsibility and assume no liability for the Content which Users or any third-party posts on or through Services. However, by posting the Content using Services Users grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Services. Users agree that this license includes the right for us to make the Content available to other users of the Services, who may also use the Content subject to these Terms of Uses.
The Company has the right but not the obligation to monitor and edit all the Content provided by Users.
In addition, the Content found on or through this Services are the property of the Company or used with permission. Users may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Article 5 (Purchases)

If Users wish to purchase any service made available based on the Agreement (“Purchase”), Users may be asked to supply certain information relevant to the Purchase including but not limited to, credit or debit card number, the expiration date of the card, the billing address, and shipping information of Users.
Users represent and warrant that: (i) Users have the legal right to use any card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information Users supply to the Company is true, correct and complete.
The Company may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting information, Users grant the Company the right to provide the information to these third parties subject to Privacy Policy of the Company in accordance with Article 22 of these Terms of Use.
The Company reserve the right to refuse or cancel orders of Users at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in order or other reasons.
The Company reserve the right to refuse or cancel order of Users if fraud or an unauthorized or illegal transaction is suspected.

Article 6 (Subscription)

Some parts of the Services are billed on a subscription basis ("Subscription(s)"). Users will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles will be set depending on the type of subscription plan which Users select when purchasing a Subscription.
At the end of each Billing Cycle, the Subscription will automatically renew under the exact same conditions unless Users cancel it or the Company cancels it. Users may cancel the Subscription renewal either through online account management page or by contacting support@kotodama.app customer support team.
A valid payment method is required to process the payment for the subscription. Users shall provide the Company with accurate and complete billing information that may include but not limited to full name, address, state, postal or zip code, telephone number, and a valid payment method information. By submitting such payment information, Users automatically authorize the Company to charge all Subscription fees incurred through their account to any such payment instruments.
Should automatic billing fail to occur for any reason, the Company reserves the right to terminate the access to the Services with immediate effect.

Article 7 (Free Trial)

Notwithstanding Article 6, the Company may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
Users may be required to enter the billing information of Users in order to sign up for Free Trial. If Users do enter the billing information when signing up for Free Trial, Users will not be charged by the Company until Free Trial has expired.
On the last day of Free Trial period, unless Users cancelled their Subscription, Users will be automatically charged the applicable Subscription fees for the type of Subscription Users have selected.
At any time and without notice, the Company reserves the right to (i) modify these Terms of Use of Free Trial offer, or (ii) cancel such Free Trial offer.

Article 8 (Modification of Subscription)

The Company, in its sole discretion and at any time, may modify fees for Subscription. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
The Company will provide Users with a reasonable prior notice of any change in Subscription fees to give Users an opportunity to terminate Subscription of Users before such change becomes effective.
The continued use of the Service by Users after Subscription fee change comes into effect constitutes agreement of the User to pay the modified Subscription fee amount.

Article 9 (No Refund)

Users are responsible for canceling their Subscription before the renewal date if Users wish to avoid being charged for the subsequent billing period.
The Company does not offer refunds for Subscription fees once they have been charged.
Unless explicitly stated otherwise in other documents (including Google Play refund policies and Apple Store Refund Policies), all Subscriptions are considered final, and the Company do not offer refunds for any reason.

Article 10 (Ownership and Authenticity):

Users affirm that any data, content, or information provided or uploaded to the Services is owned by Users, or Users have the appropriate rights or permissions to use and share such data with the Services. Users are solely responsible for the accuracy, legality, and authenticity of the data provided.

Article 11(Conditions for Providing the Services)

The Company may suspend or change the Services without notifying Users of such suspension or change for any reason, including due to maintenance.
The Companies will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to Users.

Article 12 (Intellectual Property Rights)

All intellectual property rights, including copyrights, patents, utility model registrations, trademark rights, design rights, and rights to make registrations based on such former rights (collectively “Intellectual Property Rights”) relating to the Services, belong to the Company or to the licensors granting licenses to the Company. Users must not engage in any usage of the Company Contents by any acts violating these Terms of Use.
If Users breach any provision of this Article 12 and cause any damage to the Company, such Users must resolve such damage at their sole cost and expense and take the appropriate measures to hold the Company harmless from any disadvantage, burden or damage.

Article 13 (Prohibited Acts)

Regarding Users’ use of the Services, the Company prohibits any of the acts in the following items:

acts that breach these Terms of Use;
acts that violate or likely violate proprietary and personal rights, including Intellectual Property Rights, patent, utility model, design, trademark, copyright and publicity rights of the Company or any third party including a licensor granting a license to the Company;
acts that impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity;
acts that cause or likely cause any disadvantage or damage to the Company or any third party;
acts that unlawfully damage or likely damage the honor, right, or credit of other persons;
acts for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise;
acts that is defamatory, obscene, discriminatory, or otherwise objectionable
acts that breach any rules including laws, regulations, and municipal ordinances;
acts that damage or likely damage any public policy, and acts that provide other Users or any third party with information which likely damage any public policy;
criminal acts, any acts which lead to criminal acts, or acts to instigate or likely instigate such acts;
acts that provide false information or information that is likely false;
acts that prevent or likely prevent the Services from its normal operation, including unlawful access to the Company’s systems, or that falsify program codes, falsify location information, and spread any computer virus;
acts that use Macro program or any function or tool enabling automatic manipulation;
acts that damage or likely damage the credibility of the Services;
acts that cause any negative influence upon young people or their sound growth;
acts that transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
acts that pretend to be a third party and use the Services, such as using other Users’ accounts;
fraud and illegal purchase of a bank account or a portable phone;
criminal acts or acts of terrorism, or any such suspected acts; or
any other acts which the Company deems inappropriate.

If the Company considers that any acts of Users fall under any of the items stated in (a) through (t) above, the Company may take any or all of the following measures, without notifying such Users in advance:

limit usage of the Services;
terminate the Agreements and remove such Users; and
take any other measures which the Company reasonably deems necessary.

Article 14 (Termination for Cause)

The Company may unilaterally terminate the Agreements with Users, and unsubscribe them without making any notice, if such Users fall under any of the categories in the following items:

if information registered by Users contains false information;
if a User or Users have been removed by the Company before;
if a person including a User’s heirs inform the Company of such User’s death or if the Company confirms such User’s death;
if a minor uses the Services;
if an adult under guardianship, a person under curatorship, or a person under other similar assistance uses the Services without the consent of his or her adult guardian, curator or assistant;
if Users do not respond to the Company’s request promptly; or
if the Company deems it necessary to terminate the Agreements with Users.

With respect to the immediately preceding paragraph, the Company may unilaterally terminate the Agreements with such Users by giving notifications to such Users no later than thirty (30) days before such termination. A User may unilaterally terminate the Agreement by following the termination procedures stipulated by the Company on the month of the effective termination date.
If any Agreement with a User is terminated in accordance with paragraph 1 or 2 above, all the obligations of the User will be accelerated and become immediately due and payable, and such Users must forthwith fulfill all of its obligations to the Company.

Article 15 (No Guarantee and Disclaimer)

The Company does not make any guarantee that contents of the Services are complete, accurate, or valid and the Company does not guarantee that the Services will not be interrupted, stopped, or undergo any other failure.
During use of the Services by Users, transition may sometimes occur from the Services to other relevant services operated by a third party (“External Services”). In this case, Users must agree to the terms and conditions, including the terms of use, of such External Services, and use of the Services and such External Services by Users at their sole responsibility. The Company does not make any guarantee that the contents of External Services are complete, accurate or valid.
The Company is not obliged to compensate any Users for any damage such Users may incur due to their failure to change the information registered in the Services.
Users must use the Services within the scope permitted by all applicable laws and regulations. The Company will not be responsible for any breach of laws or regulations of any country, including Japan, by Users.
The Company will not be responsible for any non-performance of a part or all of obligations under the Agreements due to force majeure events beyond the Company’s control, including an act of God, fire, labor strike, trade suspension, war, civil war, and outbreak of an infectious disease.
The Company will not be responsible for any problem that occurs between Users (which is related or not related to the Services) in connection with usage of the Services. Such Users must resolve such problem at their sole cost and expense.

Article 16 (Compensation for Damages)

Users must compensate the Company for any damages arising from any breach of these Terms of Use or use of the Services (including lost profit and attorneys’ fees).
Notwithstanding other provisions of these Terms of Use and subject to next following paragraph, if the Company causes damages to Users for a reason attributable to the Company, the Company’s compensation for such damages will be limited to amounts specified in the following items:

if the damages are caused by the Company’s willful misconduct or gross negligence: the total amount of such damages; or
if the damages are caused by the Company’s negligence other than gross negligence: ordinary damages which are caused actually and directly by such negligence (excluding special damages, lost profit, indirect damages and attorneys’ fees) or 10,000 yen, whichever is lower.

Notwithstanding the immediately preceding paragraph, if a User is a corporation or uses the Services for its business purpose, the Company shall not be responsible for any damage incurred by such User in connection with the Services, except for gross negligence or willful misconduct by the Company. Compensation for damages under this paragraph shall not exceed the total fees for the Services for one (1) year, prior to the day when such damages occur.

Article 17 (Discontinuation of the Services)

The Company may discontinue the Services at its sole and reasonable discretion.
In the case of immediately preceding paragraph, the Company will not be responsible for any ensuing damage unless the Company causes such damage by its willful misconduct or gross negligence.

Article 18 (Indemnification)

Except as prohibited by law, Users will hold the Company harmless and our officers, directors and employees harmless for any indirect, special or consequential damage, however it arises including attorney’s fees and all related costs and expenses of litigation or arbitration, whether in an action of contract, negligence or other tortious action, or arising out of or in connection with this Services including without limitation any claim for personal injury or property damage.

Article 19 (Confidentiality)

Users and the Company must strictly and appropriately manage any confidential information (including know-how of the Services, information of the Company’s systems, and any technical or business confidential information) of the other party acquired through the use or provision of the Services, and must not disclose, provide or divulge such confidential information to any third party (including the Company’s affiliates and contractors) or use such information for any purpose other than the use or provision of the Services without the prior written consent of the other party.
The information in the following items shall not be considered confidential information:

any information that the receiving party already has in its possession at the time of disclosure;
any information that is publicly known at the time of disclosure or becomes publicly known by no fault of the receiving party after such disclosure;
any information lawfully obtained from a third party after the disclosure by the disclosing party;
any information developed or created independently of disclosed confidential information; and
any information required to disclose by law or pursuant to a court order.

Upon the other party’s request or the termination of Agreements, Users and the Company must return confidential information to the other party, or destroy confidential information, without delay in accordance with the other party’s instructions and must not use such confidential information thereafter.
If the Company discloses Users’ confidential information to an affiliate or an out-source of the Company with the consent of such Users, the Company will not be responsible for the handling of such confidential information by such affiliate or out-source.
The Company may use Users’ confidential information for the purpose of providing the Services.
Notwithstanding paragraph 1 above, the Company may disclose the confidential information to the necessary extent, if required by law, or rules, judgments, orders, instructions by court, administrative agencies or supervisory public authorities.

Article 20 (Exclusion of Anti-social Forces)

Users and the Company each represent and warrant that they are not organized crime groups, members of organized crime groups, persons who have ceased to be Anti-Social Forces within the last five (5) years, quasi-members of organized crime groups, organized crime group-related enterprises, corporate racketeers, an organized crime group disguised as a social movement, an organized crime group specializing in intelligence crimes, or any other groups or persons equivalent to any of the above (collectively as “Anti-social Forces”) and that they do not fall under any of the following categories, and warrant that it will not fall under any of the categories in the following items in the future:

Have a relationship in which Anti-social Forces are deemed to control management;
Have a relationship in which Anti-social Forces are deemed to be substantially involved in the management of the company;
Have a relationship that is deemed to involve unjustified use of Anti-social Forces, such as for the purpose of making unjust profits for oneself, one’s own company, or a third party, or for the purpose of inflicting damage on a third party;
Have a relationship that is deemed to involve Anti-social Forces, such as providing funds or benefits to Anti-social Forces; or
Have a socially reprehensible relationship with Anti-social Forces as an officer or a person substantially involved in the management of the company.

Users and the Company respectively warrant that they will not engage in any of the following actions, either by themselves or through the use of a third party:

violent demands;
unlawful and unjust demands;
threatening behavior or use of violence in connection with the Agreement;
spreading rumors, damaging the reputation of the other party by using fraudulent means or force, or obstructing the service of the other party; and
any other actions equivalent to any of the foregoing.

If Users or the Company fall under any of the categories in any of the items of paragraph 1 above, conduct any actions as set forth in each item of the immediately preceding paragraph, or make any false statement concerning their representations and warranties as set in paragraph 1 above, the non-breaching party may terminate the Agreement without any written notice, regardless of any ground attributable to the Company.
Users and the Company acknowledge and agree that if it terminates this Agreement in accordance with the immediately preceding paragraph, it will not be responsible to compensate the other party’s damage caused.

Article 21 (Assignment of Status)

Neither Users nor the Company may, without the prior written consent of the other party, transfer the contractual status under the Agreements or these Terms of Use to a third party, assign or transfer all or part of its rights and obligations under the Agreements or these Terms of Use to a third party, or encumber its rights under the Agreements or these Terms of Use as collateral; provided, however, that this does not apply in case of share transfer, business transfer, merger, company split, and other structural reorganization.

Article 22 (Personal Information)

The Company will handle personal information in connection with the Services, pursuant to “Privacy Policy” stipulated by the Company.

Article 23 (Severability)

If a provision of these Terms of Use is held invalid under any applicable law, such invalidity will not affect any other provision of these Terms of Use that can be given effect without the invalid provision.
If a provision of these Terms of Use is held invalid under any applicable law in relation to a part of Users, such invalidity will not affect any provision of these Terms of Use in relation to the other Users.

Article 24 (Measures against Breach)

If Users find any act of breaching these Terms of Use, Users must inform the Company of such breach.
Users may not file any objection to the Company’s measures against any act of breaching these Terms of Use.

Article 25 (Term of this Agreement)

The Agreement is valid from the execution date of such Agreement the User unsubscribes; provided, however that the provisions of Article 12 (Intellectual Property Rights), paragraph 3 of Article 14 (Termination for Cause), Articles 15 (No Guarantee and Disclaimer) to 17 (Discontinuation of the Services), paragraphs 3 and 4 of Article 19 (Exclusion of Anti-social Forces), Article 21 (Assignment of Status), Article 23 (Severability), this Article 25 (Term of this Agreement), Article 27 (Governing Law) and Article 28 (Jurisdiction) will survive the termination of the Agreement and will remain in full force and effect after the termination of the Agreement.

Article 26 (Amendment)

The Company may amend these Terms of Use in accordance with Article 548-4 of the Civil Code of Japan in any of the following events and the amended Terms of Use shall apply to agreements after such amendments:

if the amendment to these Terms of Use aligns with the general interest of Users; or
if the amendment to these Terms of Use does not conflict with the purpose of the Agreements, and it is reasonable in light of the circumstances concerning the amendment such as the necessity of the amendment, the appropriateness of the details of the amended conditions, and the details of such provisions.

If the Company intends to amend these Terms of Use, the Company will specify the effective date of such amendment, and notify Users of its intention to amend these Terms of Use, the details of the amended terms of these Terms of Use, and the date of such amendment, by a method designated by the Company in no later than two (2) weeks before such amendment.
Notwithstanding preceding two paragraphs, Users will be deemed to have agreed to such amendment if the User uses the Services or do not terminate the Agreement within certain period specified by the Company after receiving such notification of the amendments pursuant to the immediately preceding paragraph from the Company.

Article 27 (Governing Law)

These Terms of Use shall be governed by and construed in accordance with the laws of Japan.

Article 28 (Jurisdiction)

Any dispute between Users and the Company will be adjudicated in the Tokyo District Court as the court of first instance.

Article 29 (Waiver)

No waiver by Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Article 30 (Enquiry)

1. Users may send feedback, comments or requests for technical support by email: support@kotodama.app

2. If Users do not agree with (or cannot comply with) Agreements, then Users may not use the Services, but please let us know by emailing at support@kotodama.app so we can try to find a solution.

3. The preceding paragraph shall not cause the Company to reply such feedback, comments or requests.

Article 31 (Error Reporting and Feedback)

1. Users may provide the Company either directly at support@kotodama.app or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Services (“Feedback”). Users acknowledge and agree that: (i) Users shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) the Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from Users or any third party; and (iv) the Company is not under any obligation of confidentiality with respect to the Feedback.

2. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, Users grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

Article 32 (Analytics)

Users agree that the Company may use third-party Service Providers to monitor and analyze the use of the Services.

Article 33(Other Rules)

Users must follow any rules separately stipulated by the Company regarding any matter not covered in these Terms of Use. In this case, such rules will constitute as an inseparable part of these Terms of Use.
Rules as stipulated in the immediately preceding paragraph will be effective the moment such rules are published or announced on the place designated by the Company.
If there is any conflict between such rules as stipulated in paragraph 1 above and these Terms of Use, these Terms of Use will prevail.

Supplementary provisions

Established and effective as of February 13th 2024