Terms of Use

Any person who wants to access the SCR site (http://scr.sc/) (the “Site”) and to use the services (the “Services”) offered by us, tha ltd. (together with our successors and assigns, “THA”), in order to grant or to be granted a license to download and use a digital artwork (the “Artwork”) listed by the provider of such artwork (such downloading and licensing of the Artwork, the “Transaction”) must accept the terms and conditions of these Terms of Use as is. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THESE TERMS OF USE, AND ALL POLICIES AND GUIDELINES OF THE SITE INCORPORATED HEREIN BY REFERENCE.

Before you apply for registration to use the Services, you must read and accept all of the terms in, and linked to, these Terms of Use and the Privacy Policy. We strongly recommend that, as you read these Terms of Use, you also access and read the linked information. By accepting these Terms of Use, you agree that these Terms of Use and the Privacy Policy will apply whenever you use the Site or the Services.

These Terms of Use are effective on July 1, 2009, for current users, and upon acceptance for new users.

THA reserves the right to change any of the terms and conditions contained in these Terms of Use or the Privacy Policy, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing any applicable changes. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING THA’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OF USE, DO NOT CONTINUE TO USE THE SERVICES OR THE SITE.

  1. Eligibility. Use of the Site and the Services is limited to persons who lawfully may enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. You represent that you have all requisite right, power and authority to enter into these Terms of Use and perform your obligations hereunder.

  2. Notice. All notices will be sent by e-mail. THA will send notices to you at the e-mail address maintained in THA’s records for you. You must monitor your e-mail messages frequently to ensure awareness of any notices sent by THA. You must send notices to THA using the functionality for contacting THA provided in our contact pages of the Site. Notice shall be deemed given 24 hours after an e-mail is sent. Alternatively, THA may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

  3. Registration. In order to use the Site and the Services, you must register online on the Site (such registration, the “Registration”) and with the online payment service provided by PayPal Pte. Ltd., or other online payment service specified by THA (the “Online Payment Service”). There is no fee for the Registration. You must provide THA true and accurate information at the time of the Registration and must maintain and update that information as applicable. You shall not impersonate another person or use a name you are not legally authorized to use. THA is not liable to you for any loss or damages arising out of or relating to your failure to perform the obligations hereunder.

  4. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your Transactions, and review your completed Transactions. You are solely responsible for maintaining the security of your ID and password provided by THA at the time of your Registration. You may not disclose your ID and password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your ID and password on the Site. If your ID or password is compromised, you must change your ID or password.

  5. THA Reservation of Rights. THA retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Services and any element, aspect, portion or feature thereof, from time to time). THA retains all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Site and the Services. No right in the Site is granted to you.

  6. Illegal Activity.

    1. Compliance with Laws; Fraud. The Site and the Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not (i) impersonate any person, use a third party’s password(s), or distribute or post spam, unsolicited or bulk electronic communications; (b) distribute viruses or any other technologies that may harm THA, or the interests or property of other users of the Site; (c) copy, modify or distribute rights or content from the Site or other websites owned or operated by THA, service or tools or THA’s copyrights and trademarks; or (d) harvest or otherwise collect information about users, including email addresses, without their consent.

    2. Investigation. THA has the right, but not the obligation, to monitor any activity and content associated with the Site and perform such investigations as THA deems appropriate. THA also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of the Services, denying access, and/or removal of any Artwork on the Site. THA reserves the right and has absolute discretion to remove, screen, or edit any Artwork that violates these Terms of Use or is otherwise objectionable.

    3. Disclosure of Information. THA also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect THA’s systems and customers, or to ensure the integrity and operation of THA’s business and systems, THA may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

  7. Privacy; Use of THA Transaction Information. The Privacy Policy may be changed by THA in the future. You should check the Privacy Policy frequently for changes. THA and its affiliates and operators of any website or other online point of presence (other than the Site)(collectively, “Sublicensees”) may communicate with you in connection with your Transactions and/or the Services, electronically and in other media, and you consent to such communications regardless of any “Customer Communication Preferences” (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services, certain information that can be traced to or that is associated with you, including your feedback and the e-mail address associated with your account, may be displayed on the Site.

  8. Artwork and Links. The Site will contain listings of Artworks and may, whether in connection with an Artwork or otherwise, contain links to other Internet sites (“Linked Websites”). Each Artwork is the responsibility of the provider thereof. In addition, THA has not reviewed all of the Linked Websites and has no control over the Linked Websites. Unless otherwise explicitly stated, THA is not responsible for the content of (a) any Artwork or (b) any Linked Website, any update or change to such Linked Website, or the privacy or other practices of such Linked Website. The fact that an Artwork is listed on the Site or that the Site contains a link to a Linked Website does not indicate any approval or endorsement by THA of such Artwork or any material contained on such Linked Website.

  9. No Warranties and Disclaimer of THA. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (ii) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; (iii) THAT THE INFORMATION, ARTWORK, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY THE LICENSORS, AVAILABLE FOR LICENSE AT THE TIME OF A PROPOSED TRANSACTION, LAWFUL TO LICENSE, OR THAT THE LICENSORS WILL PERFORM AS PROMISED; (iv) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (v) AS TO ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT THAT YOU MAY HAVE, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THA.

    TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THA DISCLAIMS ANY AND ALL SUCH WARRANTIES.

  10. General Release. BECAUSE THA IS NOT INVOLVED IN THE TRANSACTIONS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PERSONS USING THE SITE OR THE SERVICES, EACH OF YOU RELEASES THA (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

  11. Limitation of Liability of THA. EXCEPT FOR ANY LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER THA, NOR ANY OF ITS SUBSIDIARIES, SUCCESSORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR CONTRACTORS, SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL (including tokubetsu songai), PUNITIVE, STATUTORY OR CONSEQUENTIAL (including loss of profit or loss of business) DAMAGES ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE AND/OR YOUR USE OR INABILITY TO USE THE SERVICES OR ANY ARTWORK. IN NO EVENT SHALL THA’S, OR ANY ITS SUBSIDIARIES’, SUCCESSORS’, AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, OR CONTRACTORS’, TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THESE TERMS OF USE, THEIR TERMINATION, AND/OR YOUR USE OF ANY SERVICE PROVIDED HEREUNDER, EXCEED THE GREATER OF (I) 10 US DOLLARS AND (II) THE MONETARY AMOUNT THERETOFORE ACTUALLY RECEIVED BY THA IN CONNECTION WITH YOUR TRANSACTIONS. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

  12. Your Indemnity. You agree to indemnify and hold harmless THA and its officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (a) your breach of any terms, conditions or restrictions of these Terms of Use or (b) any act or failure to act by you or any of your employees, contractors, employers, agents, clients or principals.

  13. Applicable Law; Jurisdiction. The laws of Japan govern these Terms of Use and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute with THA or its affiliates relating in any way to these Terms of Use shall be adjudicated in the Tokyo District Court located in Japan, and you consent to exclusive jurisdiction and venue in such court.

  14. Confidentiality. During the period of time these Terms of Use are in effect, THA may provide you with certain technical, marketing and other Confidential Information. You acknowledge that such Confidential Information encompasses valuable trade secrets and is proprietary to THA. You agree that you will maintain the confidentiality of any Confidential Information that THA may provide to you, and you shall not use or disclose the same without THA’s prior written consent. “Confidential information” includes any information that is either designated as confidential by THA or that, under the circumstances surrounding the disclosure to you, ought in good faith be treated as confidential by you.

  15. Termination.

    1. Without limiting other remedies, THA, in its sole discretion, may refuse to accept Registration, prohibit access to the Site or the Services, suspend or terminate the Services, take technical and legal steps to keep you off the Site and terminate these Terms of Use if THA believes that you are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of THA’s policies. THA also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for over one year, or to modify or discontinue the Site and the Services.

    2. You may terminate your participation in the Services at any time by informing THA using any of the means authorized in Section 2 above, and THA may terminate your participation in the Services at any time without notice to you by removing your Registration. Also upon termination, any pending Transactions will be canceled.

    3. Your rights under these Terms of Use will automatically terminate without notice from THA if you fail to comply with any of its terms. In case of such termination, THA may immediately revoke your access to the Site without notice to you.

    4. Sections 5 through 16 hereof shall survive termination of these Terms of Use.

  16. General.

    1. Successors and Assigns. These Terms of Use shall inure to the benefit of and be binding upon THA and you and each of THA’s and your respective successors and assigns; provided, however, that, except in connection with a transfer of all or part of the business of THA, neither THA nor you may make any assignment of these Terms of Use or any interest in these Terms of Use without the prior written consent of the other party. Any such purported assignment without such prior written consent shall be void and of no force or effect.

    2. Entire Agreement. These Terms of Use, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Policy, constitute the entire agreement of THA and you with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of THA and you in connection with the subject matter hereof.

    3. No Agency; Third-Party Beneficiary. THA is not your agent, fiduciary, trustee, or representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or shall be construed to give to any person other than THA and you any legal or equitable right, remedy, or claim under or in respect of these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, and conditions herein and the provisions hereof are intended to be and are for the sole and exclusive benefit of THA and you.

    4. Severability. If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

    5. No Waiver. THA will not be considered to have waived any of its rights or remedies described in these Terms of Use unless the waiver is in writing and signed by THA. No delay or omission by THA in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. THA’s failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of its right to subsequently enforce such provision or any other provisions of these Terms of Use.