Terms of Use

This Terms of Use is an agreement (“Agreement”) between you, as you purchase or use AlphaTheta Corporation products or/and services. You acknowledge and agree to this Agreement by either (1) clicking the “I Agree” or similar button when prompted, or (2) otherwise accessing or using the Site. If you do not agree with these terms, you must immediately cease all use of our website at alphatheta.com (the “Site”).

This Agreement was last updated on 21 February, 2017. We reserve the right, at any time, to modify the Site and/or the terms of this Agreement without prior notice. We recommend that you check these terms periodically to see if there have been any modifications. Modifications will become effective immediately upon being posted on the Site. Your continued use of the Services after modifications are posted will be considered an acceptance of the modified terms.

The Site is owned and operated by AlphaTheta Corporation 6F, Yokohama i-Mark Place, 4-4-5 Minatomirai, Nishi-ku, Yokohama, Kanagawa 220-0012, Japan (“AlphaTheta” or “Us” or “We”).

Conduct and registration

You must be 13 years of age or older to be a user of the Site. By continuing to use the Site, you are warranting that you are at least 13 years old and you have the authority to enter into this Agreement.

If you choose to register with us, you agree that all information provided to us is true and accurate and you will update this information in order to keep it current, complete and accurate. During the registration process, you will be asked to select a password. The password and your account are for your individual use only, and are not to be shared with coworkers, friends or family. You agree to keep your password confidential at all times. You agree to be fully responsible for activities or transactions that relate to your account or your password. You must notify AlphaTheta　 immediately if you learn of an unauthorized use of your password.

All information we obtain about you in connection with your use of the Site is subject to our Privacy Policy which is incorporated by reference into this Agreement.

If you would like to notify us of content which you believe does not comply with these Terms of Use, please contact us directly. Make sure to include a screenshot or Uniform Resource Locator (“URL”) for the non-complying content, and the reasons you believe it does not comply. You understand that in using THIS SITE, you may be exposed to materials that are objectionable. You hereby waive and agree to waive all rights, claims, and actions in law or equity against AlphaTheta Corporation arising from your exposure to such materials.

You may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you and without reimbursement if we suspect a violation any of these Terms of Use. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Copyrights

All copyrights on any of the contents in THIS SITE, including, but not limited to, information, materials, images, graphics, texts, data, voices and sounds (hereinafter collectively referred to as Contents), are owned by AlphaTheta Corporation or other right holders.

Copyright Law prohibits copy, reproduction, modification, resale, transmission, distribution or other use of Contents without authorization by AlphaTheta Corporation or other right holders except for private use or other use legally permitted by Copyright Law. Please obtain prior written consent of AlphaTheta Corporation if you desire to use any of the Contents.

Linking conditions

You may not link to the Site unless you comply with these linking conditions. Your right to link to the Site is expressly conditioned upon your compliance with the following restrictions:

  1. The link must link to the homepage, “alphatheta.com”.
  2. The link may not use, defame, or tarnish any logo, graphic, tagline, service mark, trademark, or copyrighted information of AlphaTheta Corporation or any other third party.
  3. The link and surrounding materials must not deliver the Site content in a framed environment, or alter the layout, content, look, or feel of the Site.
  4. The link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and AlphaTheta Corporation; and
  5. The link and surrounding materials must not portray AlphaTheta Corporation, the services available on the Site, or the Site itself, in a false, misleading, derogatory, defamatory or otherwise offensive manner.

Trademarks

All rights on the trademarks, trade names and logos (hereinafter collectively referred to as Trademarks) in THIS SITE are owned by AlphaTheta Corporation or other respective right holders. Trademark Law or other applicable laws prohibit any use of Trademarks without authorization by AlphaTheta Corporation or other right holders except for the use legally permitted by such laws.

Third party sites

Our Site may include links to other sites on the Internet, or be accessed from other sites on the Internet, that are owned and operated by online merchants and other third parties, and which may contain references to information, software, materials, products, and/or services provided by the third party. These third party sites may contain information which some people consider inappropriate or offensive. You acknowledge that these third party sites are beyond our control, and we are not responsible for the availability of, or the content located on or through, any third-party site.

You should contact the site administrator or webmaster for third-party sites if you have any concerns regarding such links or the content located on such sites. We do not endorse nor assume any liability for the third party websites, services, or products.

Disclaimer

This site and contents are provided without warranties of any kind either express or implied. AlphaTheta Corporation disclaims all warranties, express or implied, statutory or otherwise, including, but not limited to, correctness, accuracy, merchantability, availability, safeness, fitness for a particular purpose and non-infringement regarding this site or any of the contents.

AlphaTheta Corporation may, at its sole discretion, change, add or delete any of Contents or URL of THIS SITE, and to cease or discontinue the operation of part or all of THIS SITE without prior notice.

Indemnification, limitation of liability

You agree to indemnify and hold AlphaTheta Corporation, and its respective parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (a) your use or misuse of the Site, (b) your negligence or misconduct when using the Site, and (c) the violation of laws, rules, regulations or terms this Agreement. AlphaTheta Corporation reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with AlphaTheta Corporation in asserting any available defenses.

To the maximum extent permitted under applicable law, in no event will any alphatheta corporation entity be liable for any indirect, exemplary, punitive, special, incidental or consequential damages whatsoever (including but not limited to damages arising from breach of contract, warranty, tort or strict liability for loss of profits, loss of data, loss of goodwill, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever), arising out of or in any way related to this agreement, the use of or inability to use the services , regardless of the cause of action on which the claim is based, even if AlphaTheta Corporation or such other persons or entities have been advised of the possibility of such damages.

Other than for alphatheta corporation’s willful misconduct, in no event will the liability of the alphatheta corporation entities in connection with this agreement exceed us$1,000, or the price paid by you in the 12 months preceding the alphatheta corporation service, whichever is greater.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

Submission of proposals

AlphaTheta Corporation has a policy not to accept any proposals, remarks, suggestions, ideas, materials or other information concerning AlphaTheta Corporation’s products and services (hereinafter collectively referred to as Proposals). In the event that you submit such Proposals to AlphaTheta Corporation, such submission of Proposals shall be deemed as your acceptance of the following terms:

  • AlphaTheta Corporation has no obligation to treat any Proposals in confidence, to use nor to commercialize any Submissions.
  • AlphaTheta Corporation has no obligation to report or inform of any status of use of any Proposals.
  • You shall not assert any claim that AlphaTheta Corporation’s products or services infringe copyrights, industrial property or any other intellectual property rights contained in the Proposals in the event AlphaTheta Corporation commercializes such Proposals or similar ideas.

Governing law, arbitration

(a) If You are a resident of any EU member state, this Agreement is governed by and will be construed according to English law. If you are a resident of the United States, this Agreement is governed by and will be construed according to California law. If you are resident of any territory outside the United States or the EU, this Agreement is governed by and will be construed in accordance with the laws of Japan. To the extent that any lawsuit or court proceeding is permitted under this Agreement, you and AlphaTheta Corporation agree to submit to the personal and exclusive jurisdiction of the following for the purpose of litigating all such disputes: (i) the courts of London, if you are a resident of an EU member state; (ii) the state courts and federal courts located within Los Angeles County, California if you are a resident of the U.S.; and (iii) the courts of Tokyo, Japan, if you reside elsewhere.

(b) In the interest of resolving disputes between you and AlphaTheta Corporation in the most expedient and cost effective manner, you and AlphaTheta Corporation agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. You understand and agree that, by entering into these terms, you and alphatheta corporation are each waiving the right to a trial by jury or to participate in a class action, unless such waiver is invalid under applicable law. you and alphatheta corporation agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and AlphaTheta Corporation agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

(i) Arbitration Agreement. If you are a resident of any EU member state: The Parties can choose to finally settle all claims, arising out of, relating to, or connected with this Agreement (including its formation, interpretation, applicability, enforceability, performance and breach) by binding arbitration. If parties agree to settle claims by arbitration, such arbitration shall be conducted under the arbitration rules of the International Chamber of Commerce by three arbitrators designated in accordance with those rules. The arbitration shall be held in London in the English language. The arbitrator will not have the power to conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(ii) If you are a resident of the United States:

  • Arbitrator. Any arbitration between you and AlphaTheta Corporation will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting AlphaTheta Corporation.
  • Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”).
    AlphaTheta Corporation’s address for Notice is:
    AlphaTheta Music Americas, Inc.
    2050 W 190th Street, Suite #109,
    Torrance, California 90504
    Attention: VP of Operations
  • The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or AlphaTheta Corporation may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or AlphaTheta Corporation shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, AlphaTheta Corporation shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by AlphaTheta Corporation in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater.
  • Fees. In the event that you commence arbitration in accordance with this Agreement, AlphaTheta Corporation will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse AlphaTheta Corporation for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
  • Modifications. In the event that AlphaTheta Corporation makes any future change to this arbitration provision (other than a change to AlphaTheta Corporation’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to AlphaTheta Corporation’s address for Notice, in which case your Account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive. (iii) If you are a resident of Japan or of another country outside of the EU or the United States: Any claims by us, or claims by you, arising out of, relating to, or connected with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in accordance with the rules of the Japan Commercial Arbitration Association. The award of arbitration shall be final and binding upon both parties and shall have the reasoning therein.

(c) Exceptions. There are only the following exceptions to this arbitration agreement.

(i) First, if we reasonably believe that you have in any manner violated or threatened to infringe the intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.

(ii) Second, if you are a resident of the United States, any dispute arising from, related to, or connected with this Agreement may, at the option of the claiming party, be resolved in small claims court in Los Angeles County, California, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court. In addition, either of us may pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available.

(iii) Third, if you are a resident of any EU member state, in case you do not agree to settle claims through arbitration, London courts shall have exclusive jurisdiction to settle all claims arising out of or relating to this Agreement (including its formation, performance and breach).

(iv) Fourth, nothing herein will be deemed to waive, preclude, or otherwise limit either of AlphaTheta Corporation or your right to seek injunctive relief in a court of law.

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