FIMMIGRM Terms of Use

Enacted 8/1,2022
K.K. TMIK

These Terms of Use (these “Terms”) set forth the conditions etc. for using the “FIMMIGRM” services provided by K.K. TMIK (“TMIK”). To use the “FIMMIGRM” services, all Users are required to confirm the content of these Terms and consent to these Terms in their entirety.

Chapter 1. Applicable Scope; Definitions

Applicable Scope

The purpose of these Terms is to establish the terms of service and the rights and duties between TMIK and Users relating to the use of the Services, and these Terms apply to all relationships between TMIK and Users relating to the use of the Services.
TMIK may, at its discretion, create Individual Terms etc. for the Services. These Individual Terms etc. shall be posted on the Services and shall be applied as part of these Terms. In cases where the content of these Terms differs from any Individual Terms etc., the Individual Terms etc. shall prevail.

Definitions

The following terms as used in these Terms shall have the meanings ascribed to them in the following items.

“Services” means all “FIMMIGRM” services provided by TMIK on the Website.
“Website” means the website for the Services provided by TMIK (https://fimmigrm.com).
“User” means an individual or legal entity that completes user registration as a user of the Services pursuant to Article 9.
These “Terms” means the FIMMIGRM Terms of Use, Privacy Policy, and Individual Terms etc., all of which are applicable as constituents of these Terms.
“Privacy Policy” means the FIMMIGRM Privacy Policy specified by TMIK.
“Individual Terms etc.” means individual terms and rules etc. relating to the Services. In providing the Services, TMIK may prepare Individual Terms etc. as necessary, and will publish Individual Terms etc. so prepared on the Services in the manner designated by TMIK or notify Users of them.
“Registration Information” means information provided to TMIK during user registration pursuant to Article 9.
“Generated Music” means music automatically generated by composition AI provided in the Services.
“AI Arrangement Track” means Generated Music that is arranged by composition AI.
“Pro Arrangement Track” means Generated Music that is arranged by Pro Composer.
“Pro Composer” is an artist selected by TMIK to arrange Generated Music.
“Track Generation” means the function for automatically generating Generated Music making reference to music uploaded by a User.
“Track Generation Data” means MIDI format music data uploaded by a User for Track Generation.
“Purchase” means License Purchase (Article 6, Item (1)) or Exclusive Purchase (Article 6, Item (2)) of Generated Music in the Services.
“Usage Plan” means any of the usage plans for the Services separately specified by TMIK. Each Usage Plan comes with different Usage Fees, functions available to Users, and quantities of Download Credits. Please see the Services or Individual Terms etc. for the details of each fee plan.
“Download Credits” means a maximum quantity of Generated Music that a User can purchase in one month. The number of credits consumed differ between AI Arrangement Tracks and Pro Arrangement Tracks.

Chapter 2. The Services

Overview of the Services

The Services are services that provide Generated Music through composition AI.
Generated Music provided on the Services includes AI Arrangement Tracks arranged by composition AI itself, as well as Pro Arrangement Tracks arranged by Pro Composers.
Users can use the following functions and services according to the plans they choose. Please check the Services or Individual Terms etc. for the details of each fee plan and the functions and services
1. Generated Music search;
2. Track Generation;
3. Purchase of Generated Music;
  1. Exclusive Purchase of AI Arrangement Tracks;
  2. License Purchase for Pro Arrangement Tracks;
  3. Exclusive Purchase of Pro Arrangement Tracks (limited to the Business Plan);
4. Generated Music arrangement/adjustment (limited to Business Plan).

Generated Music Search

Users can search Generated Music on the Services by genre, by Pro Composer, by similarity, and other conditions specified by TMIK.

Track Generation

Users can upload Track Generation Data to the Services to carry out Track Generation.
When performing Track Generation, a User uploads Track Generation Data for the reference song on the Services in the manner specified by TMIK, and selects other generation conditions etc.
Track Generation Data is limited to MIDI format data. Track Generation cannot be performed with other data formats.
Track Generation refers to Track Generation Data strictly as a reference, automatic generation is performed by composition AI, and it is not guaranteed that the generated Generated Music will be similar to the music of the Track Generation Data.
Users shall create and upload Track Generation Data at their own risk and shall not infringe the rights of third parties in creating and uploading Track Generation Data.

Purchase of Generated Music

Depending on the Usage Plan, Users can make license Purchases and exclusive Purchases for Generated Music.

License Purchase
Users can download Generated Music data (MIDI format and WAV format) and use it in accordance with the conditions stipulated in these Terms. The rights that a User obtains through license purchase is a right to use Generated Music pursuant to a non-exclusive license from TMIK to the User. Multiple Users can license and use the same Generated Music. Please refer to Article 14 and Article 17 and Individual Terms etc. for permitted scope of use and prohibited matters etc.
Exclusive Purchase
Users can download Generated Music data (MIDI format and WAV format) and use it exclusively in accordance with the conditions stipulated in these Terms. Through exclusive Purchase, the User obtains the copyrights and other rights that may arise with respect to the Generated Music (excluding the Pro Conposer’s moral rights of an author and other nontransferable rights). Exclusively Purchased songs will not be displayed on the Services after the exclusive Purchase, and other Users will not be able to license or exclusively Purchase the relevant music. Please refer to Article 14 and Article 17 and Individual Terms etc. for permitted scope of use and prohibited matters etc.

Arrangement/Adjustment of Purchased Generated Music

Business Plan Users can request that TMIK arrange and adjust Purchased Generated Music in the manner specified by TMIK.
The possibility of arrangement/adjustment and the particulars, fees, and other conditions shall be decided individually by TMIK in light of the specifics of the request for arrangement/adjustment.

Use Fees

The use fees for the Services are separately specified by TMIK and displayed on the Services. Users shall pay the use fees to TMIK by the method specified by TMIK, .
If a User is late in payment of use fees, the User shall pay delay interest to TMIK at 14.6% per annum.

User Registration

Individuals or legal entities wishing to use the Services can apply to TMIK for user registration for the Services by agreeing to comply with these Terms and providing Registration Information to TMIK in the manner specified by TMIK.
TMIK will determine whether an individual or legal entity that applied for registration pursuant to the preceding paragraph (“Registration Applicant”) can be registered in accordance with TMIK’s standards, and if TMIK approves the registration, TMIK will notify the Registration Applicant to that effect. User registration of a registration applicant will be completed when TMIK gives the notice in this paragraph.
Upon completion of user registration as specified in the preceding paragraph, a user agreement for the Services will be established between the User and TMIK, and the User will be able to use the Services in accordance with these Terms.
If the User is a minor (meaning a person under the age of majority under private law in the country where the User resides; hereinafter the same), the prior consent of a legal representative such as a parent or guardian must be obtained prior to performing user registration and using the Services. Minor Users who do not have the consent of their legal representative are asked to stop using the Services.
TMIK may refuse registration or re-registration if a Registration Applicant falls under any of the following items, and is not obligated to disclose the reason.
1. If all or part of the Registration Information provided to TMIK contains any falsehoods, errors, or omissions;
2. If TMIK determines that a Registration Applicant is an anti-social force etc. (meaning an organized crime group, an organized crime group member, a right-wing group, an anti-social force, or a comparable person; hereinafter the same), cooperates with or is involved the maintenance, operation, or management of an anti-social force etc. through the provision of funds or otherwise, or otherwise has any relationship or involvement with an anti-social force etc.;
3. If TMIK determines that the Registration Applicant is a person who previously breached an agreement with TMIK or a related person;
4. If the Registration Applicant has been subject to Suspension of Use etc. as specified in Article 18;
5. If the Registration Applicant is a minor and does not have the consent of his or her legal representative; or
6. If TMIK otherwise determines that registration is not appropriate.

Change of Registration Information

If there is a change in a User’s Registration Information, it shall notify TMIK of the change without delay in the manner specified by TMIK.

ID/Password Management

Users shall properly manage and store IDs and passwords for the Services at their own risk, shall not allow third parties to use their IDs or passwords, and shall not lend, transfer, change the name of, or trade etc. IDs or passwords to third parties.
Users shall be liable for damage caused by inadequate management of User ID or password, mistakes in use, and use by third parties, etc.

Withdrawal

A User can withdraw from the Services and cancel their registration as a User by completing the procedures designated by TMIK.
Upon withdrawal, if there are any obligations owed to TMIK, the User will forfeit the benefit of time as a matter of course with respect to all obligations owed to TMIK and shall immediately pay all obligations to TMIK.
If a User withdraws, all usage data of the Services relating to the User will be deleted. TMIK is not obligated to recover deleted usage data.
Even when a User withdraws, provisions of these Terms that should survive by their nature (including without limitation attribution of rights, prohibited matters, handling of personal information, and TMIK’s disclaimer) shall remain in effect.

Chapter 4. Use of the Services; Prohibited Matters etc.

Intellectual Property Rights

Copyrights (including the rights stipulated in Article 27 and Article 28 of the Copyright Act; hereinafter the same), patent rights, trademark rights, and all other Intellectual Property Rights relating to the Services and all information including Generated Music provided on the Services (including the right to acquire or apply for registration of these rights and rights added by future revision of laws and regulations; collectively, “Intellectual Property Rights”) all belong to TMIK or duly authorized third parties that have granted licenses to TMIK.
Notwithstanding the provisions of the preceding paragraph, the copyrights and other rights that may arise with respect to Generated Music Exclusive Purchased by a User shall belong to the User.
Notwithstanding the provisions of the preceding two paragraphs, the rights for Pro Arrangement Tracks and arranged/adjusted pieces of Generated Music Exclusive Purchased by Business Plan Users shall be separately specified by TMIK for each piece of Generated Music.
The license to use the Services pursuant to these Terms does not imply transfer or license to use, utilize, or exercise Intellectual Property Rights relating to the Services that belong to TMIK or persons who have granted licenses to TMIK.

Permitted Scope of Use of Generated Music

In principle, Users can use Purchased Generated Music at their discretion regardless of whether for commercial or non-commercial use; provided, however, that Generated Music cannot be used in cases falling under any of the following items.

Selling, distributing, or licensing Generated Music as-is to a third party (“Sale etc.”);
Selling Generated Music or products using Generated Music on stock content sites, or Sale etc. as content materials
Preventing other Users from using Pro Arrangement Track for which has been License Purchased.
1. Registering Generated Music with JASRAC or another copyright management organization as the User’s own music; or
2. Conduct premised on the User being the copyright holder or exclusive licensee of Generated Music;
Registering Generated Music Exclusive Purchased as-is with JASRAC or another copyright management organization without arrangement, adjustment, processing, or editing etc. by the User or a third party;
Other conduct designated by TMIK with respect to Pro-Arrangement Tracks Exclusive Purchased by Business Plan Users or arranged/adjusted Generated Music;
Using Generated Music in a manner such as the following:
1. Obscene expressions or a manner that includes sexual expressions;
2. A manner that includes violent or cruel expressions that are highly provocative and cause disgust or discomfort;
3. A manner that includes expressions that praise or encourage extreme thoughts or antisocial conduct;
4. A manner that includes expressions that praise or promote discrimination such as on the basis of race, creed, occupation, gender, or religion etc.;
5. A manner that includes expressions that praise or encourage cult religious activities or extreme political activities; or
6. A manner that includes expressions that induce or encourage criminal activity, suicide, self-harm, or substance abuse.
Other conduct that TMIK finds inappropriate.

Cancellation/Refund after Generated Music Purchase etc.

Users cannot cancel or receive refunds for Generated Music that has been Purchased or arranged/adjusted (hereinafter in this Article 15, “Purchase etc.”) except as provided in the following paragraph.
TMIK will, at TMIK’s discretion, provide re-download of the relevant Generated Music data, cancel the order, or issue a refund if any physical defects or failures are found in the data downloaded for Generated Music that has been Purchased etc.; provided, however, that the foregoing does not apply to cases where the data defect or failure is caused by the User’s usage environment, the terminal used, or another reason not attributable to TMIK.

Download Credits

Users can Purchase Generated Music to the extent of their Download Credits, depending on the fee plan they choose.
Download Credits means the maximum number of pieces of Generated Music that can be purchased in one month and are valid only in the relevant month. Download Credits cannot be carried over to later months, or borrowed against Download Credits for later months.
TMIK will not purchase, buy back, or refund etc. Download Credits if Download Credits remain unused at the end of a month, or if a User withdraws with Download Credits remaining.

Prohibited Conduct

Users must not engage in any of the following conduct when using the Services or Generated Music.

Use of Generated Music falling under items of Article 14;
Uploading Track Generation Data that infringes the rights of third parties;
Other conduct that violates these Terms;
Conduct that violates laws and regulations;
Conduct relating to criminal acts;
Conduct that is likely to harm public order or good morals;
Providing benefits to or otherwise cooperating with any anti-social force etc.;
Infringing copyrights, design rights, patent rights, utility model rights, or other Intellectual Property Rights, or portrait rights, privacy, honor, or other rights or interests of TMIK, other Users, or other third parties;
Using the Services or Generated Music for any purpose other than those contemplated by the Services;
Interfering with the operation of the Services or the use of the Services by other Users;
Transmitting computer viruses or other harmful computer programs;
Modifying, adapting, reverse-engineering, decompiling, or disassembling or otherwise manipulating data or software provided on the Services (excluding Generated Music);
Tampering with or erasing information of TMIK, other Users, or other third parties;
Collecting or storing information of other Users;
Conduct equivalent to the preceding items;
Assisting or encouraging any of the conduct of the preceding items; and
Other conduct that TMIK finds is likely to fall under any conduct of the preceding items and conduct that TMIK finds to be inappropriate.

Suspension of Use etc.

If a User falls under any of the following items, TMIK is entitled to take measures such as suspending the use of the Services by the User without prior notice or warning (“Suspension of Use etc.”).
1. If the User uses the Services or causes the Service to be used wrongfully;
2. If the User engages in conduct falling under any of the prohibited conduct in the items of Article 17;
3. If any of the items of Article 9, Paragraph 5 applies;
4. If the User suspends payment or comes insolvent, or is the subject of a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any comparable proceedings;
5. If the User is the subject of a ruling for the commencement of guardianship, commencement of curatorship, or commencement of assistance;
6. If TMIK has determined that the User is an anti-social force etc. or that the User cooperates with or is involved in the maintenance, operation, or management of an anti-social force etc. through funding or other means, or has any other interaction or involvement with an anti-social force etc.;
7. If TMIK otherwise determines that the User has violated or is likely to violate any of the provisions of these Terms; and
8. If TMIK otherwise determines that Suspension of Use etc. is appropriate.
If a User falls under any of the items of the preceding paragraph, such User will, as a matter of course, forfeit the benefit of time with respect to all obligations to TMIK and must immediately pay all obligations to TMIK.
TMIK will not be liable for any damage suffered by Users from Suspension of Use etc. by TMIK pursuant to Paragraph 1.

Amendment and Termination of the Services

TMIK is entitled to modify or terminate some or all of the Services if it deems it necessary. TMIK shall notify Users in advance when terminating the Services. TMIK is not liable for any damage suffered by Users because of modifications or terminations.

Suspension of the Services

TMIK reserves the right to suspend some or all of Services without prior notice to Users in any of the following cases, and shall bear no liability for any damage caused to Users by such suspension.

Cases where inspecting or maintaining equipment, systems, or communication lines etc. for providing the Services;
Cases where any equipment, systems, or communication lines etc. for providing the Services are stopped due to an accident or failure;
Cases where the Services cannot be operated because of a fire, power outage, earthquake, natural disaster, or other force majeure; and
Cases where TMIK otherwise determines that suspension is necessary.

Preparation etc. of Use Environment for the Services

An internet connection is required to use the Services. Users shall prepare and maintain computers, software, and other equipment, and communication lines and other communication environments necessary for the use of the Services at their own expense and responsibility, and shall be responsible for payment of communication charges for using the Services. TMIK does not guarantee that the Services will be compatible with all devices etc.

Viewing and Use of Use History etc.

TMIK creates statistical data and attribute information etc. that is processed, aggregated, and analyzed so that Users’ use histories of the Services and user information etc. cannot be identified and Users cannot be individually identified. TMIK is entitled to view and use such use histories, statistical data, and attribute information etc. without any restrictions (including without limitation permitting advertisers to view such information, developing and improving new functions for the Services, and market research), and Users hereby consent to the foregoing in advance.

Links to External Sites

With respect to external sites linked from content or advertisements on the Services, TMIK makes no warranty, whether explicit or implied, regarding the accuracy, timeliness, completeness, merchantability, or fitness for a particular purpose of the information displayed on such external sites and shall bear no liability with respect to any damage or disadvantage suffered by Users or third parties by using such external sites. Users shall use external sites at their own judgment and responsibility.

General Provisions

Amendment of these Terms

TMIK reserves the right to amend these Terms at any time as needed.
If TMIK amends these Terms, the amended Terms shall be posted in an appropriate place on the Services, and the amended Terms shall come into effect from the time of posting. If Users continue to use the Services after the amended Terms are posted on the Services, Users will be deemed to have agreed to the changes to these Terms.

Handling of Personal Information etc.

TMIK properly handles user information, including personal information of Users, in accordance with the Privacy Policy. Users consent to TMIK’s handling of User information in accordance with the Privacy Policy.

No Warranty; Disclaimer

TMIK makes no warranty, whether explicit or implied, that Services or Generated Music are free of any de facto or legal defects (including safety, reliability, accuracy, completeness, effectiveness, fitness for a particular purpose, security flaws etc., errors or bugs, and infringement of rights), and excepted where otherwise specified in these Terms, TMIK is not obligated to Users to remove such defects in providing the Services or Generated Music.
Generated Music may violate laws and regulations or infringe the rights of third parties for reasons attributable to the method of use by Users. TMIK is not responsible for any violations of laws and regulations or infringement of rights etc. stemming from the method of use by Users. Users must comply with these Terms and use Generated Music at their own responsibility and discretion.
Due to the nature of the Services as automatic generation by composition AI, TMIK does not guarantee that Generated Music will fall under a copyrighted work, that it can be registered with JASRAC or other copyright management organization, or otherwise that Generated Music can be used on the premise of being a copyrighted work.
TMIK does not guarantee that Users will not suffer damage from computer viruses or other harmful programs etc. when using the Services.
TMIK does not guarantee the operation of any devices or software used by Users when using Services.
TMIK will not be liable for any damage caused to Users arising from the Services or Generated Music, except where such damage is attributable to TMIK.
Notwithstanding any other provisions of these Terms (excluding the following paragraph), if the agreement between Users and TMIK relating to the Services falls under a consumer contract as stipulated in Article 2, Paragraph 3 of the Consumer Contract Act, TMIK shall be liable under the Consumer Contract Act.
Even if TMIK bears liability for damages to Users for any reason, except the case of willful misconduct or gross negligence on the part of TMIK, even if such damage was foreseen or could have been foreseen, TMIK’s liability for damages shall be limited to direct and ordinary damage actually suffered by Users; TMIK shall not be liable for any indirect damage, special damage, or lost profits, and the amount of damages shall not exceed 1,000 yen.

Assignment etc. of Status under these Terms

Users may not assign, transfer, pledge, or otherwise dispose of their status under these Terms or any rights or duties under these Terms to a third party without TMIK’s prior written consent.
In a case where the business relating to the Services is assigned to a third party, in conjunction with such business assignment, TMIK can transfer its status under use agreements, rights and duties pursuant to these Terms, and Users’ information and other customer information to the assignee of such business assignment, and Users hereby consent to such assignment in advance. In addition, a business assignment specified in this paragraph shall include not only an ordinary business assignment but also a company split and any other cases where business is transferred.
Users hereby acknowledge and consent to the following: (1) that if another company comprehensively succeeds the rights and duties of TMIK through a merger etc., TMIK’s rights and duties pursuant to these Terms, as well as Users’ information and other customer information, will also be succeeded by the other company in conjunction with such merger etc.; and (2) that even if there is a change in TMIK’s shareholders because of a share assignment, share exchange, or share transfer etc., such share assignment, share exchange, or share transfer etc. will not affect rights and duties pursuant to these Terms.

User Responsibilities, Dispute Resolution, and Compensation for Damage

Users shall use the Services at their own responsibility, and shall be liable for all acts carried out using the Services, Generated Music or search data (hereinafter in this Article 28, “Services etc.”), and the results thereof.
Users shall compensate TMIK for any damage caused to TMIK by violating these Terms or in connection with the use of the Services etc.
Even if a dispute etc. arises between a User and another Users or a third party in connection with the use of the Services etc. by Users, the User shall handle the dispute etc. at their own expense and responsibility.
If TMIK receives any claim from another User or other third parties for infringement of rights or other reasons in connection with a dispute etc. of the preceding paragraph, the relevant User shall compensate TMIK for the amount TMIK was forced to pay to such third party pursuant to the relevant claim.

Severability

Even if any provision of these Terms or a portion thereof is found to be invalid or unenforceable in accordance with the Consumer Contract Act or other laws and regulations etc., the remaining provisions of these Terms and remaining portions of provisions found to be partially invalid or unenforceable shall continue to be fully valid.

Governing Law and Jurisdiction

The Japanese version of these Terms shall be the official version, and in case of any discrepancies between the Japanese version and its translation, the Japanese version shall govern.
The laws of Japan shall be the governing law of these Terms.
The Tokyo District Court shall be the exclusive court of first instance with respect to all disputes arising from or relating to these Terms.

Inquiries and Notices

Inquiries about the Services and other communications or notifications from Users to TMIK, and notifications regarding changes to these Terms and other communications or notifications from TMIK to Users shall be made in the manner specified by TMIK.

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