Article 1 (Introduction and Overview)These Terms of Service for Subscription Services Incorporating Bitwig Studio Software (these “Terms”) are between You, the individual subscribing to Our Services (“User”, “You” or “Your”) and AlphaTheta Corporation a company registered in Japan whose company address is 6F Yokohama i-Mark Place, 4-4-5 Minatomirai, Nishi-ku, Yokohama, Kanagawa 220-0012 Japan (“AlphaTheta”, “We”, “Us” and “Our”).
We make available the subscription product “Studio Plan” (the “Service”), which incorporates Bitwig Studio Essentials licensed from Bitwig GmbH and/or its affiliates (“Manufacturer”). AlphaTheta provides the Service (which includes the Licensed Component) to Users in its own name and for its own account, this means that Your use of the Services (such as, subscription term, pricing, and cancellation) is governed by these Terms. Your access to the Service includes the right to use the Licensed Component, Your use of the Licensed Component is subject to the terms of the Manufacturer EULA.
These Terms set out the conditions for use of the Service and apply to all relationships between AlphaTheta and Users regarding use of the Service. By using the Service, You agree to these Terms. Please read these Terms carefully.
If you do not agree to these Terms, You are not authorized to use the Services and must stop using the Licensed Component (including by uninstalling it from Your device).
Subject to Article 17 (Amendments), any individual guidelines, notices, or other rules posted by AlphaTheta on the Service (“Individual Rules”) will form part of these Terms. If any Individual Rule conflicts with these Terms, the Individual Rule will prevail.

Article 2 (Definitions)Capitalised words or phrases used in these Terms will have the meaning given to them below:
“Licensed Component” means the Bitwig Studio Essentials which is the software licensed by the Manufacture to AlphaTheta for resale by AlphaTheta and incorporated into the Service, together with related activation and authentication technologies.
“Manufacturer EULA” means the end-user license agreement or equivalent terms established by the Manufacturer and applicable to the Licensed Component. You can access the Manufacturer EULA from this hyperlink: https://www.bitwig.com/terms-conditions/.

Article 3 (Nature of the Service and Position of AlphaTheta)1. The Service is a product of AlphaTheta and is made available to You by AlphaTheta under AlphaTheta’s distribution arrangement with the Manufacturer.
2. In order to use the Service, You will need to download and activate the Licensed Component through the Manufacturer’s website (www.bitwig.com/download) (or any replacement website address notified by AlphaTheta from time to time. AlphaTheta remains responsible to You for the subscription relationship between You and AlphaTheta, including payment, renewal, cancellation, refunds and customer support under these Terms. Your rights to use (including the conditions to use) the Licensed Component will be as set out in the Manufacturer EULA.
See article 10 in the Manufacturer’s Terms and Conditions from this hyperlink:https://www.bitwig.com/terms-conditions/.

Article 4 (Registration)1. To use the Service, You will need to register a “Studio Plan” account. To do so, You must have (a) internet access, (b) a compatible device (see system requirements https://rekordbox.com/en/studio/#faq), and (c) provide Us with Your payment details.
2. AlphaTheta may refuse registration where it has an objective and lawful reason to do so, for example:
(i) if You provide false information; (ii) if You have previously violated these Terms; or (iii) where AlphaTheta is unable to provide the Service because of usage limits or legal restrictions. Where reasonably practicable, AlphaTheta will tell You the reason for refusal unless doing so would be unlawful or would compromise security or fraud-prevention measures.

Article 5 (Subscription Terms and Formation of Contract)1. You can subscribe to the Service through the sign-up and checkout process made available on rekordbox.com or another AlphaTheta channel notified to You (see Article 4 (Registration)).
2. A subscription contract is formed between You and AlphaTheta when AlphaTheta confirms Your order, by taking your payment details and sending a notice of acceptance, including by email or on-screen confirmation to You. The Company will then direct you to the Manufacturer website in order for You to download the Licensed Component.
3. The Service is provided as a continuing subscription, this means that each renewal period is a continuation of performance of the same contract with You unless You cancel Your contract with us. See Article 8 (Cancellation, Returns and Refunds) for how to cancel.
4. For more details on payment, please see Article 6 (Fees and Payment), and for more details on cancellation please see Article 8 (Cancellation, Returns and Refunds).
5. We offer monthly and annual subscriptions. Please see https://rekordbox.com/en/studio/ for more information about the functionality offered with each plan.
6. You may be offered a free trial period. The duration of the free trial period (and any other applicable criteria for using the free trial period) will be shown to You when You sign up for Your subscription. Only one free trial is available per customer. At the end of the free trial period You will only be charged if You sign-up for a monthly or annual. This means that You are not automatically signed-up to a subscription at the end of the free trial. We will provide you with notice at least six days before the end of your free trial period.

Article 6 (Fees and Payment)1. The fees for the Service, including the portion relating to the Licensed Component, will be the amount displayed on the Service, depending on whether You select the monthly or annual subscription.
2. AlphaTheta accepts payment by debit and credit cards, and by PayPal. You will pay for the Services using the payment methods displayed on the Service and the payment details You provide when signing up to the Service.
3. You will pay for Your subscription in advance. The timing of Your payments depends on the billing cycle You choose when You subscribe. If You choose a monthly subscription, We will charge You when Your paid subscription starts and then once each month, unless You cancel before Your next payment date. If You choose an annual subscription, We will charge You when Your paid subscription starts and then once each year, unless You cancel before Your next payment date. After that, We will charge You monthly or annually, depending on the billing cycle You selected. Payment processing may be performed by AlphaTheta or a payment processor engaged by AlphaTheta, and separate payment processor terms may apply.

Article 7 (Provision of Service and Activation)1. AlphaTheta will make the Service available through methods described to You when You subscribe, including download and activation procedures provided through the Manufacturer’s website. AlphaTheta will provide the Service in conformity with these Terms.
2. If activation requires connection with systems operated by the Manufacturer, AlphaTheta may share the minimum information necessary to complete activation and administer the Service. We explain what information We share about You with the Manufacturer in our Privacy Policy https://alphatheta.com/en/company/privacy-policy/.

Article 8 (Cancellation, Returns and Refunds)Unless otherwise indicated, Your subscription will continue indefinitely until cancelled. You will be billed on a recurring basis on the first day of each billing period and You will pay and You authorise Us to charge Your payment method the then-current subscription fee.
Unless You cancel Your subscription before Your next payment date, we will charge You for the next subscription payment. We will provide You with six days’ notice ahead of renewing Your subscription.

Article 9 (Support and Maintenance)1. AlphaTheta is the primary point of contact for inquiries and issue handling.
2. Ongoing maintenance and updates of the Licensed Component are provided by the Manufacturer under its agreement with AlphaTheta.
3. Where technical assistance from the Manufacturer is required, AlphaTheta will reasonably relay inquiries but does not guarantee the timing or content of any response.

Article 10 (Our rights to end Your subscription)1. We may end the contract if You break it: We may end Your subscription at any time by writing to You if:

• • You are in material breach of the terms of these Terms, the Manufacturer EULA or We have discovered Your fraudulent, abusive or illegal activity; You are in material breach of any of these Terms and You do not correct the breach within 21 (twenty-one) days of being told by Us in writing that You are in breach;
• • You do not make any payment to us when it is due and You still don’t make payment within 9 (nine) days of our reminding You that payment is due. Where this happens You will lose the benefits of Your subscription service.

Article 11 (Third-Party License Terms)1. The Licensed Component is proprietary software owned by the Manufacturer.
2. In addition to these Terms, the Manufacturer EULA applies to Your use of the Licensed Component. You will be asked to agree to the Manufacturer EULA when You first sign up to the Service.
3. Ownership, scope of permitted use and restrictions relating to the Licensed Component are governed by the Manufacturer EULA, while pricing, subscription terms, refunds and Company support are governed by these Terms.
4. Except as permitted by these Terms and the Manufacturer EULA, You must not extract, reproduce, sublicense, reverse engineer, redistribute or allow third parties to use the Licensed Component.

Article 12 (Modification or Discontinuation)1. AlphaTheta’s ability to provide the Licensed Component is subject to limitations under its agreement with the Manufacturer, including usage caps and contract term restrictions.
2. If AlphaTheta’s’s rights to provide the Licensed Component are reduced, suspended or terminated, AlphaTheta will give You at least thirty (30) days’ advance notice where reasonably possible, and will address the impact on existing subscriptions in accordance with applicable law and Company policy.

Article 13 (Intellectual Property)1. Copyrights, trademarks and other intellectual property rights in the Licensed Component belong to the Manufacturer and are subject to the Manufacturer EULA.
2. Intellectual property rights in the Service and its content, excluding the Licensed Component, belong to AlphaTheta or its licensors.

Article 14 (Prohibited Conduct)You must not: violate laws or public policy; improperly reproduce, redistribute or reverse engineer the Licensed Component; infringe rights of AlphaTheta, Manufacturer or third parties; engage in unauthorized access or interfere with operation of the Service; or provide benefits to antisocial forces.

Article 15 (Personal Information)1. AlphaTheta will process Your personal information in accordance with Our Privacy Policy https://alphatheta.com/en/company/privacy-policy/.
2. AlphaTheta may provide the minimum necessary personal information to the Manufacturer and payment processors for activation and payment processing purposes, We will do this in accordance with Our Privacy Policy https://alphatheta.com/en/company/privacy-policy/.

Article 16 (Disclaimer)1. Except in cases of willful misconduct or gross negligence, or where such liability cannot be excluded or limited under applicable law, AlphaTheta shall not be liable for damages arising from the Service.
2. Where liability exists, compensation shall be limited to direct and ordinary damages and capped at the amount paid by the user for the Service during the twelve months preceding the event giving rise to the claim.

Article 17 (Amendments)(This section is not applicable to UK/EEA consumers): AlphaTheta may amend these Terms by prior notice to users or by posting on the Service.
If You are a UK or EEA consumer, the following wording applies in place of the above Article 17:
We may make changes to these Terms, the Services or the third party content available to You (including the Licensed Component) available to You in order to:

• • reflect changes in relevant laws and regulatory requirements;
• • make minor technical adjustments and improvements, for example to address a security threat; and
• • update digital content, provided that the digital content always matches the description of it in the documentation provided upon installation of the relevant product. AlphaTheta might ask You to install these updates.

We may also make changes to these Terms, the Services or the third party content available to You (including the Licensed Component) available on the Service, the charges, waive or modify fees required to use the Service. If we do this, AlphaTheta will notify You in advance and You may terminate this Agreement before the changes take effect and receive a refund for any access You have paid for in advance, but not received. These changes may include:

• • discontinuing or restricting particular features or functionality on the Program;
• • modifying features, functionality or other elements of the Service, including promotional features, user interfaces, product features and functionalities, pricing, plans and advertisements, for any purpose (including on an experimental basis for some or all users).

Article 18 (Severability)If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Article 19 (Language)These Terms may be provided in Japanese and in English or other languages for convenience. The English version shall prevail in the event of any discrepancy.

Article 20 (Governing Law and Jurisdiction)1. (This section is not applicable to UK/EEA consumers): These Terms shall be governed by the laws of Japan.
2. (This section is not applicable to UK/EEA consumers): The Tokyo Summary Court shall have exclusive jurisdiction in the first instance over disputes arising from the Service.
If You are a UK or EEA consumer the following wording applies in place of the above Article 20(1) and (2):
This Agreement is governed by the laws of Your country of residence. Any claims arising out of or relating to these Terms may be brought by You in the courts of Your country of residence, or You can bring claims against us in Japan.

Article 21 (Arbitration; Waiver of Jury Trial (this Section does not apply to UK or EU consumers))1. Arbitration. To the extent permitted under applicable law, in the interest of resolving disputes between You and AlphaTheta in the most expedient and cost effective manner, You and AlphaTheta 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 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 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 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. Any claim that all or part of this class action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
2.

• • Any arbitration between You and AlphaTheta 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.
• • 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’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 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or AlphaTheta 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 shall pay You (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by AlphaTheta in settlement of the dispute prior to the arbitrator’s award; or (iii) $10.00, whichever is greater.
• • In the event that You commence arbitration in accordance with this Agreement, AlphaTheta 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 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.
• • In the event that AlphaTheta makes any future change to this arbitration provision (other than a change to AlphaTheta’s address for Notice), You may reject any such change by sending us written notice within 30 days of the change to AlphaTheta’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.

3. 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.