Terms of Service

1. Scope

These Terms govern all aspects of the relationship between the studio and the user concerning use of the Services. Other documents the studio may publish (the Privacy Policy, product-specific terms, and the notice required under the Specified Commercial Transactions Act) form part of, and apply alongside, these Terms.

Where there is a conflict between these Terms and a more specific document, the more specific document prevails. For commissioned work, any individual contract entered into with the requester (an "Individual Contract") prevails over these Terms.

2. Account Registration and Management

Some Services require account registration. When registering, please provide accurate and current information. The user is responsible for the management of their own login information, password, and other credentials.

Except where caused by the studio’s wilful misconduct or gross negligence, the studio is not liable for damages arising from unauthorised use, loss, or theft of an account.

3. Commissioned Work

For commissioned work that the studio takes on (product builds, systems integration, technical advisory, branding, translation, and the like), any Individual Contract entered into with the requester prevails over these Terms. These Terms apply to matters not covered by the Individual Contract.

Estimates, delivery dates, ownership of deliverables, acceptance criteria, and similar terms are set out in the Individual Contract.

4. Use of the Studio’s Software Products

When using software or services provided by the studio (such as SynquoRum, the "Products"), the terms of service and privacy policy of each Product apply. Please read and consent to those product-specific terms before use.

5. Intellectual Property

Copyright, trademarks, and other intellectual property rights in the Services, the website, and the Products (including text, images, logos, designs, software, source code, and databases) belong to the studio or the rightful owner.

You may not reproduce, republish, modify, redistribute, or commercially exploit such material without the studio’s prior written permission. Ownership of work product produced under commissioned work is governed by the relevant Individual Contract.

6. Prohibited Conduct

When using the Services, the user must not engage in any of the following conduct.

• Acts that violate law or public order and morals
• Acts that infringe on the studio’s or any third party’s intellectual property, likeness, privacy, reputation, or other rights or interests
• Acts that interfere with the operation of the Services (including imposing excessive load or attempting unauthorised access)
• Use of the Services for any unlawful purpose
• Commercial use of information obtained through the Services without prior written consent of the studio
• Impersonation of any third party or provision of false information
• Transmission, or attempted transmission, of computer viruses or other harmful programs
• Reverse engineering, decompilation, or analysis of the Services (except as expressly permitted by law)
• Any other conduct the studio reasonably considers inappropriate

7. Fees and Payment

Fees, payment timing, and payment methods for paid Services are governed by the relevant fee schedule or Individual Contract. The user shall pay applicable fees by the due date through the method designated by the studio.

In the event of a delay in payment, the studio may assess late charges at a rate of 14.6% per annum (calculated on a 365-day basis).

8. Service Provision; Changes, Suspension, and Termination

The studio may change, suspend, or terminate any aspect of the Services without prior notice. Except where caused by the studio’s wilful misconduct or gross negligence, the studio is not liable for damages caused by such changes to the user or to any third party.

The studio may temporarily suspend all or part of the Services for maintenance, inspection, system failures, force majeure, or other unavoidable reasons. The studio will give advance notice of material changes and suspensions where reasonably practicable.

9. Disclaimer of Warranties

The Services are provided on an "as is" basis. The studio makes no warranty, express or implied, regarding the content, accuracy, completeness, currency, usefulness, fitness for a particular purpose, or non-infringement of third-party rights of the Services.

Information provided through the Services, AI outputs, and the results of software operation are provided for reference. Final decisions and adoption based on such material are at the user’s own responsibility.

10. Limitation of Liability

Except for damages caused by the studio’s wilful misconduct or gross negligence, the studio’s total liability arising from or in connection with the Services shall not exceed the amounts the user has actually paid to the studio (in the case of commissioned work, the consideration for the relevant project; in the case of a paid Product, the amount paid in the immediately preceding 12 months).

Under no circumstances shall the studio be liable for lost profits, indirect, special, consequential, or incidental damages.

The limitations in this section do not apply to the extent prohibited by the Consumer Contract Act or other mandatory law.

11. Confidentiality

In commissioned work, the studio and the requester shall not disclose or leak to any third party confidential information learned in the course of performing the work. The detailed handling of confidential information is governed by the Individual Contract.

12. Exclusion of Anti-Social Forces

The user represents and warrants that they are not a member of an organised crime group, an organised crime group member, or any other anti-social force, and that they have no relationship with such forces.

If the user is found to fall within such a category, the studio may, without notice, refuse use of the Services and terminate any related contract.

13. Changes to These Terms

The studio may revise these Terms as needed. Revised Terms become effective upon posting on the website, and continued use of the Services after such posting constitutes acceptance of the revised Terms.

Material changes will be announced on the website.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan, and the laws of Japan apply to the interpretation of these Terms and the use of the Services.

Any dispute between the studio and the user in connection with the Services shall be subject to the exclusive jurisdiction of the court of first instance having jurisdiction over the studio’s location.

15. Contact

Questions and inquiries regarding these Terms may be directed to:

Email

contact@helifraxis.com

Operator name, address, and phone number

Disclosed promptly upon request. Please send your request to the email address above.