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Article 8 Musical Works 1. If the Distributor does not pay the Sales Revenues for the Creative Master to the Company at the option of the Distributor, all or part of the Distribution Incomes is not paid to the Member. The minor User is deemed to have obtained the acceptance of the parent or legal guardian upon using the Song Delivery Service. The Company shall be able to provide these services through the Group Companies. The song lyrics data of the Musical Works entered by the Member is also provided to SyncPower Corporation including its successors , is used for its business and is provided from the corporation to the Distributor; 4 To receive money from the Distributor and distribute the money to the Member; and 5 In addition to each item above, to take actions required for providing the Song Delivery Service. Article 22 Contact For inquiries regarding the Song Delivery Service and the TOS, please contact: Avex Entertainment Inc.{/INSERTKEYS}{/PARAGRAPH} In the case under the proviso of paragraph 1, if both the Distributor continues the distribution of the Creative Master and the Company has received the Sales Revenues, the Company shall pay the Income Distributions to the Member in accordance with the TOS. Article 12 Ownership of Rights for the Creative Master 1. Article 2 Changes in the TOS 1. In the case where the Member breaches its warranties specified in the TOS or its obligations including the matters warranted by the Member under paragraph 1, if the Company, the Group Companies or the Distributor receive any claim or objection from a third party, the Member shall treat and solve the claims or objection at the responsibility and expenses of the Member. Article 13 Warranties 1. The Member shall not express an objection to the matter above. If the total amount of these re-remittance expenses and transfer fees fall below the balance of the Unreceived Money, the Company shall not be able to pay the Unreceived Money to the Member under certain circumstances. However, in the case where the amount of the Unreceived Money is same as or less than the prescribed transfer fees, only if approved by the Company, the Member shall be entitled to receipt of the Unreceived Money with such prescribed transfer fees to be borne by the Company. The Member shall not exercise moral rights of an author or a performer to the Company and any third party designated by the Company including, without limitation to the Distributor. However, if the Member entrusts the Company to obtain an International Standard Recording Code ISRC , the neighboring rights shall belong to the Member and the Company. The Company shall be able to use the Creative Master and the Musical Works within the scope required to accomplish the purposes of use below without any payment to the Member: 1 Acts required for providing the Song Delivery Service such as providing data to the Distributor; and 2 All use of the Creative Master such as distribution on Internet including websites or social network services, broadcasting, cable broadcasting and reproduction in order for the Company and the Group Companies to accomplish the purpose of advertising and promoting BIG UP! in connection with receipt of the Income Distributions, the Member shall resolve such dispute at its responsibility and expenses, hold the Company harmless and cause no damage to the Company. Terms of Use and any other terms or rules due to violation of these terms or rules, the Company shall not be obliged to pay the Unreceived Money. If the Member registered a wrong account number, the Member shall pay re-remittance expenses required by banks. Notwithstanding the proviso of paragraph 3 of this Article, the Company shall transfer the right to receive the secondary use fees again to the Member or a person designated by the Member when the Song Delivery Service is terminated for any reason whatsoever. Examples of changes include, but are not limited to: ・ Addition of new functions; ・ Changes in specifications; and ・ Requests from the Distributor and any other third party related to the Service. If any dispute arises between the Member and PayPal Pte. The Member shall approve the matter above in advance and shall not express an objection to the Company and third parties including the Distributor. If it is impossible to retransfer the right to receive the secondary use fees, the Company shall be able to reserve the return of the neighboring rights to the Member under paragraph 4 until the retransfer becomes possible. The Member shall be able to receive the Income Distributions by using the payouts service provided by PayPal Pte. This shall apply only if it is possible to retransfer the right to receive the secondary use fees due to systems of RIAJ or other schemes. The Member shall obtain the following permission at its responsibility and expenses; the permission of coverage or other matters for the use if the Member uses the Musical Works of a third party right holder for the Creative Master; and, the licensing and other permission if the Musical Works are not contracted or entrusted to an administrator for copyright and neighboring rights. The Company shall, at its discretion, be able to decide the Distributor which is the counterparty for the CP Agreement, terms and conditions of the CP Agreement and an agreement period. The Song Delivery Service is available only for the Member who has the Registration Account including the Member who has a PayPal account. The Member shall receive the services listed in each item below as the Song Delivery Service. and encouraging use of BIG UP! Notwithstanding the provisions of paragraph 1, the Foreign Member cannot use the services listed in each item above which are provided by part of the Distributors under certain circumstances. Article 10 Agreements with the Distributor 1. The Member shall warrant the matters listed in each item to the Company: 1 The Creative Master and the Musical Works created by the Member do not infringe the copyrights, neighboring rights, portrait rights and any other rights of others; 2 The Company can execute the CP Agreement for the Creative Master with the Distributor freely and effectively without any binding or objection from any third party; and 3 In using the Song Delivery Service, the Member shall have obtained all permission from duly authorized third parties concerning the Creative Master. The Member shall have to review the Distribution Guidelines before applying for the Song Delivery Service. Article 15 Withdrawal of the Income Distributions 1. The Song Delivery Service is the service which requires the membership registration, the Artist Registration and the Song Registration. In the case under the main body of paragraph 5, the Member shall receive the Income Distributions in accordance with the terms and conditions of a contract separately executed between the Member and PayPal Pte. Neighboring rights for the Creative Master shall belong to the Member. Notwithstanding paragraphs 1 and 2, if the balance of the Income Distributions exceeds , yen, the Company shall be able to pay the full amount of the balance through the use of the Payouts, without application by the Member. In addition, the Member shall have to provide sufficient explanation for the TOS in advance to the third party for its approval. {PARAGRAPH}{INSERTKEYS}BIG UP! With regard to the Distributor, terms and conditions of the CP Agreement and an agreement period, the Member shall be able to select from among options designated by the Company in advance. In this case, the Company shall not be obliged to exact or collect credits from the Distributor. Unless specified separately, the TOS is applied when using the Song Delivery Service. The Member shall warrant that the Member shall never cause the Company, the Group Companies or the Distributor to take any responsibilities or bear expenses. The BIG UP! Article 6 Distribution Guidelines 1. Notwithstanding paragraphs 1 and 2, if the balance of the Income Distributions exceeds , yen, the Company shall be able to pay the full amount of the balance to the Registration Account without application by the Member. However, if the secondary use fees distributed by the Recording Industry Association of Japan RIAJ might be distributed to the Company based on ISRC, the Member is deemed to have transferred the right to receive the secondary use fees freely. In this case, the User is subject to the changed TOS. In the case under paragraph 1, if the Company has not been able to pay the Unreceived Money for one year because the Member registered a wrong account number, the Member changed an account number after withdrawal or there are any other reasons, the Company shall not be obliged to pay the Unreceived Money thereafter. The Company may change the TOS if the change serves the common interests of the User or is not contrary to the purposes of the TOS. The Member is deemed to have accepted the TOS upon applying for use of the Song Delivery Service. The Member is deemed to have accepted the Distribution Guidelines upon applying for the Song Delivery Service. If a third party other than the Member owns whole or part of rights such as copyrights for the Musical Works or neighboring rights for the Creative Master except for the cases where such ownership is attributable only to entrusting to the administrators for copyright and neighboring rights , the Member shall have to take proper measures with the third party such as transfer and licensing of copyrights before the Member starts use of the Song Delivery Service, in order for the Company to provide the Song Delivery Service without trouble. In this case, the payment shall be made on the payment date which is prescribed by the Company and is within the month following the month when the balance reaches , yen. Article 3 Application for Use The Member shall be able to apply for use of the Song Delivery Service by the methods prescribed by the Company. In the case under the proviso of paragraph 2 of this Article, the neighboring rights for the Creative Master which are owned by the Company shall be returned to the Member if the Song Delivery Service is terminated for any reason whatsoever. In addition to other provisions of the TOS, if the Member is removed from the membership based on the BIG UP! Article 14 Revision of the Song Delivery Fees The Company shall be able to revise the Song Delivery Fees in accordance with Article 2. In the case under the proviso of paragraph 2, the Company shall exercise the neighboring rights for the Creative Master only for the purpose of providing the Song Delivery Service to the Member, except for the cases specified in paragraph 6 of this Article. In this case, the Company shall be able to charge all damage and expenses incurred by the Company including, without limitation to expenses required for solving disputes such as attorney fees to the Member. Terms of Service for Song Delivery Service Article 1 The Terms of Service 1. In using the Song Delivery Service, the Member shall observe the Distribution Guidelines, in addition to the TOS. Article 20 Stop of Distribution 1. The Distribution Guidelines under paragraph 1 shall be notified to the Member by posting them on the Website or the App or by any other methods prescribed by the Company. The Company shall, at its discretion, be able to change any portion of the CP Agreement executed with the Distributor or cancel the CP Agreement. If the Company suffers any damage as a result of any dispute between the Member and PayPal Pte. However, if the Company has taken these measures, the distribution of the Creative Master shall not be stopped immediately under certain circumstances. The Company shall, at its discretion, be able not to distribute the Creative Master to the Distributor and be able to suspend, stop or discontinue the distribution after distributing the Creative Master to the Distributor. The Company shall be no liable for any damage suffered by the Member as a result of such dispute. Article 19 Early Termination If the Member wishes to terminate the Song Delivery Service, the Member shall notify the Company by the methods prescribed by the Company at least 14 days before the specific termination date which the Member wishes. If the Member fails to observe the terms and conditions of a contract with PayPal Pte. Article 16 Terms and Conditions for Use of the Song Delivery Service 1. Article 18 Stop of Distribution upon Request from the Member If the Member wishes to stop distribution of an individual Title, the Member shall have to request the Company to stop distribution by the methods prescribed by the Company. However, the Company shall, at its discretion, be able to take measures for solving disputes by itself. If the Company was not able to transfer the Income Distributions due to incomplete account information registered by the Member, the Member shall pay re-remittance expenses required by banks. If the Member suffers damage or loss due to any causes such as incomplete information registered by the Member at the time of registering the Creative Master, the Company assumes no responsibility whatsoever for the damage or loss. Article 21 Handling after Withdrawal of Membership 1. Based on the provisions of the TOS, if the Member requests the Company to stop distribution or if the Song Delivery Service is terminated for any reason whatsoever such as termination of the Song Delivery Service, the Company shall take measures promptly for stopping distribution of the Creative Master. If a third party other than the Member owns whole or part of rights such as copyrights for the Musical Works or neighboring rights for the Creative Master after staring use of the Song Delivery Service except for the cases where such ownership is attributable only to entrusting to the administrators for copyright and neighboring rights , the same shall apply. If the balance of the Income Distributions or the total amount of the Income Distributions for all services if the Member uses other services of BIG UP! The Member may not express an objection to the decision of the Company specified in paragraphs 1, 2, 3 and 4. The Member shall express no objection to the matter above. If the Member creates the Musical Works by itself or becomes a copyright owner including the case where the Member becomes a copyright owner due to transfer of copyrights or other reasons or is duly authorized by copyright owners but does not contract or entrust the management of the Musical Works to an administrator for copyright and neighboring rights, the Sales Revenues paid by the Company shall include royalties for copyrights. Article 9 Details of the Song Delivery Service 1. The Member shall approve the matter above and shall not express an objection to the Company and third parties including the Distributor. If the Member is a minor, the parent or legal guardian of the Member shall have to review and accept the terms and conditions of the TOS in advance. Copyrights for the Musical Works shall belong to the Member or a duly authorized third party such as an administrator for copyright and neighboring rights. If the Member uses the Payouts, the Company shall deduct the administrative fees separately specified by the Company from the Income Distributions and then pay the deducted Income Distributions. If the Member has not performed its obligations under paragraph 1, the Company shall, at its discretion, be able to suspend, stop or discontinue the Song Delivery Service for any reason whatsoever. If the total amount of these re-remittance expenses and transfer fees fall below the balance of the Income Distributions, the Company shall not be able to pay the Sales Revenues to the Member under certain circumstances. Article 11 Sales Revenues Unpaid by the Distributor The Distribution Incomes to the Member is paid on the condition that the Company has received the Sales Revenues for the applicable Creative Master. Article 4 Scope of Application 1. If the Member creates the Musical Works by itself or becomes a copyright owner including the case where the Member becomes a copyright owner due to transfer of copyrights or other reasons or is duly authorized by copyright owners , and contracts or entrusts the management of the Musical Works to an administrator for copyright and neighboring rights, the royalties for copyrights to be paid by the Distributor shall be the amount separately determined between the administrator and the Distributor. Article 17 Setting of Free Viewing Periods by the Distributor The Member shall accept in advance that if the Distributor sets free viewing periods, the Distributor might not pay distribution fees during the periods to the Company under certain circumstances.