Enactment Date 9/2018
This Agreement (the “Agreement”) is between you (hereinafter “you” or “Customer”) and NoelRecords(Yasuhiro Takano), ( "NoelRecords," “we,” “us,” or “our”) and applies to your use of the software application, including the Content (the “Application”).
This Agreement includes the Terms and Conditions below. Please read all of these terms carefully before accepting this Agreement and using the Application.
If you do not agree to this Agreement, do not install or use the Application.
If you are under the age of 18 (or the age of majority where you live), you must get your parent or legal guardian to accept this Agreement.
For the purposes of this Agreement, the following terms shall have the following definitions:
"Additional Terms" means the terms we reference or link to within this Agreement, including, without limitation, those set forth at the end of this Agreement;
"Content" collectively refers to all software (including, without limitation, Digital Items), documentation, music, data, downloadable content, updates and upgrades thereto, services, and other items that we make available to you through and in connection with the Application;
"Digital Items" means content you purchase or otherwise acquire for use in the Application through the mechanisms we make available;
“Third Party Service(s)” means the services, applications, software, content, and data, including updates and upgrades thereto, offered by authorized third parties that are made available in connection with the Application;
2. Use of the Application
2.1 You must comply with each term and condition of this Agreement when you use the Application, including by providing complete and accurate registration information.
2.2 You are solely responsible for all costs arising in connection with your use of the device on which you use the Application, including, without limitation, costs associated with your Internet or mobile connection.
2.3 The Application may not be compatible with all devices, connection services, or service plans. Not all Application features are available to all customers. Availability may depend on a customer’s location, device type, service plan, and other factors or restrictions.
2.4 If you change your country-of-residence setting within the Application, you will be required to accept the user agreement corresponding to your newly selected country. Application features may vary by country. We assume no liability for any loss incurred in connection with a change to your country setting.
2.5 We may suspend, modify, or terminate all or a portion of the Application without notice or liability to you.
3. License to Use the Application
Subject to the terms of this Agreement, NoelRecords grants to you a nonexclusive, nontransferable, revocable license to use the Application as permitted by this Agreement solely for your personal and noncommercial use. The Application cannot be used for any other purpose. You are not permitted to lease, rent, sublicense, publish, copy, modify, adapt, translate, reverse engineer, decompile, or disassemble all or a portion of the Application without our prior written consent or unless otherwise expressly permitted by applicable law.
4. Digital Items
4.1 By purchasing or otherwise acquiring Digital Items, you obtain a limited license (as set forth in Section 3) to utilize such Digital Items within the Application. Other than this limited license, you have no right or title in or to Digital Items. Digital Items cannot be sold or transferred to a third party (unless a transfer is permitted within the Application) and cannot be exchanged for or converted to cash or legal tender or for any goods or services outside of the Application.
4.2 Except as otherwise permitted by NoelRecords, Digital Items are not returnable or refundable.
4.3 If you use the Application on multiple devices that work on different operating systems (hereinafter "OS"), it may not be possible for Digital Items acquired through the Application on one OS to be used in the Application on a different OS.
5. User-Generated Content / Use of Information
5.1 NoelRecords assumes no responsibility for any User-Generated Content made available by you or any third party in connection with the Application. NoelRecords is not responsible for any loss of or damage to any User-Generated Content, nor is NoelRecords liable for any incorrect, defamatory, libelous, false, obscene, or offensive content you may encounter in connection with User-Generated Content. User-Generated Content is the sole responsibility of the user that made it available in connection with the Application.
5.2 User-Generated Content you make available through the Application must comply with the NoelRecords Code of Conduct (as set forth in Section 7).
5.3 By making User-Generated Content available through the Application, you represent that you are entitled to do so and agree that NoelRecords is not obligated to monitor or protect your rights in any User-Generated Content; however, you give NoelRecords the right to enforce your rights in such User-Generated Content at NoelRecords’s election, including but not limited to the right to take legal action (at our cost) on your behalf.
5.4 NoelRecords may scan, access, use, monitor, disclose, or preserve information associated with your use of the Application (including, without limitation, User-Generated Content) as is necessary, in NoelRecords’s discretion, (a) to comply with applicable law or to respond to legal process from competent authorities; (b) to enforce this Agreement or protect the rights of NoelRecords, its customers, or the public; (c) to help prevent a loss of life or serious physical injury to anyone; (d) to prevent potentially illegal or offensive activities; and (e) to provide and improve features of the Application.
6. Intellectual Property Rights
6.1 Except for the limited license granted to you in Section 3, NoelRecords retains and reserves all rights, titles, and interest in and to all NoelRecords-owned or licensed intellectual property utilized in and in connection with the Application, including, without limitation, Content, registered and unregistered trademarks, service marks, logos, registered and unregistered designs, copyrights, database rights, inventions, patents, trade secrets, know-how, and other confidential and proprietary information of NoelRecords, and all other proprietary or intellectual property rights of any kind in any country (collectively, the “NoelRecords Intellectual Property”).
7. Code of Conduct
When using the Digital Product, you must comply with the NoelRecords Code of Conduct. The NoelRecords Code of Conduct prohibits all illegal, harmful or otherwise inappropriate conduct, including, but not limited to the following:
a) Illegal, harassing, hateful, defamatory, embarrassing, offensive, obscene, sexually explicit or otherwise objectionable actions performed via the Digital Product;
b) Making, sharing or playing unauthorised copies of the Digital Product or any part of it; making new versions of existing Digital Products (“derivatives”);
c) Using cheats, automation software (bots), hacks, mods or any other unauthorised software designed to modify the Digital Product or any part of it; attempting to derive source code of the Digital Product;
d) Gaining unauthorised access to any of NoelRecords’s servers or networks used to support the Digital Product; hosting, intercepting, reverse engineering any part of the Digital Product or redirecting the communication protocols used by NoelRecords to support the Digital Product, regardless of the method used to do so;
e) Fraudulent activities performed in relation to the Digital Product.
8. Customer Responsibility
You agree to indemnify NoelRecords and its partners from and against any loss or damage resulting from your wrongful use of the Application or any other breach of this Agreement.
9. Disclaimer of Warranties and Limitation of Liability
USE OF THE APPLICATION IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NoelRecords OR ITS REPRESENTATIVES CREATES A WARRANTY. THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ALL CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NoelRecords DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICATION EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NoelRecords WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE APPLICATION, EVEN IF NoelRecords HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, NoelRecords’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THE APPLICATION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID FOR THE APPLICATION. IF A LAW RESTRICTS OUR ABILITY TO LIMIT LIABILITY OR DISCLAIM WARRANTIES, THE LIMITATIONS LISTED ABOVE MAY NOT APPLY TO YOU. IN THAT CASE, WE LIMIT OUR LIABILITY AND DISCLAIM WARRANTIES TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Updates to the Application
You acknowledge and agree that some devices may be configured to automatically receive updates. If you enable such an auto-update feature on your device, updates to the Application may be automatically downloaded and installed on your device. These auto-update features are not a part of our Application, so you should consult with the manufacturer of your device for more information regarding these features. Updates may be used to deliver features and services (including software, content, and data) and may be required for you to fully enjoy all features of the Application or for continued access to and use of the Application. All such updates are subject to this Agreement unless other terms accompany them, in which case those other terms apply.
11. Changes to This Agreement
We may update this Agreement from time to time. When we do, we will post the current version in the Application. If you do not agree to such an update, you must immediately stop using the Application. By continuing to access or use the Application, you confirm your acceptance of the updated Agreement.
12. Termination of This Agreement
12.1 You may terminate this Agreement by uninstalling the Application from your device(s). Your termination does not eliminate any obligations you have to NoelRecords or its partners under this Agreement.
12.2 NoelRecords may suspend or disable your access to all or a portion of the Application or terminate this Agreement or any part of it if you fail to comply with the terms and conditions of this Agreement, including, without limitation, the Code of Conduct set forth in Section 7. Upon any such termination, you must immediately cease all use of the Application. NoelRecords may also terminate all or a portion of this Agreement at any time.
13. Assignment of Rights
Except as otherwise permitted by NoelRecords in writing, you may not assign, lend, delegate, or otherwise dispose of this Agreement or your rights hereunder without NoelRecords’s prior written consent.
If any provision of this Agreement is deemed void or unenforceable, the remainder of the Agreement shall remain in full force and effect.
15. Applicable Law and Jurisdiction
The laws ofJapan, without regard to its conflict of laws and provisions, governs this Agreement and any dispute of any sort pertaining to this Agreement or the Application that might arise between you and NoelRecords.
If you have any questions about this User Agreement, please contact: