Thank you for choosing Soundscape. Soundscape Service (as defined below) is provided by KKFarm Co., Ltd. (“theFarm”, “we,” “us,” or “our”) under this Terms of Use (the “Terms”). By accessing and/or using Soundscape Service or our website, you agree that you have read, understood, and consented to all the content stated in the Terms. The Terms will affect your legal rights and obligations. If you do not agree to be bound by all the content in the Terms, do not access or use Soundscape Service. If you are a minor, you should make sure that your parents (or guardians) read, understand and agree you to comply with the Terms in full before you start using Soundscape Service. We reserve the right to modify or amend the Terms due to service adjustment or changes of relevant local laws and regulations. Please visit the Terms from time to time. Your continuing use of Soundscape Service after any such modification or amendment constitutes your or your parent’s (or guardian’s) acceptance of the new Terms.

I. Member and the use of Service

1. Definitions

1. “Soundscape Service” means the service provided to Member by theFarm to distribute their Music Composition, Sound Recording and Audiovisual Works (collectively, “Licensed Material”) to the Digital Distribution Platform, while splitting the proceeds from the distribution of the Licensed Materials to the Member based on the specified percentage.
2. “Digital Distribution Platform” means digital platforms that provide various digital music services, including but not limited to iTunes, Apple Music, Spotify, KKBOX, YouTube Music, Tencent Music, NetEase Cloud Music.
3. “Soundscape Platform” means the platform developed by theFarm and authorized to the Member to:
1. A. edit and manage Member Account’s information.
2. B. upload, edit and mange the Licensed Materials and relevant data (including but not limited to the artist, song title, lyric/songwriter, album cover, album description and photos, etc., collectively, “promotional materials”).
3. C. To inquire about the revenue generated from the distribution of the Licensed Materials on the Digital Distribution Platform and the split of royalties received by the User and other related reports.
4. D. Other functions provided by Soundscape Platform.
4. “Member(s)” means any person who agrees with the Terms and accesses and/or uses our website or Soundscape Service, provided that such person has completed the registration process.
5. “Member Account” means an online account given to a User (together with password) upon our verification of their personal information and completion of the registration process, through which a Member can use his or her password to log in and access to our Soundscape Services.
6. "Service Period" means the use period granted to a Member Account based on the Soundscape Service such Member Account chooses.

2. Members’ Duties & Obligations

You are hereby authorized to use Soundscape Service as long as you comply with this Terms and the provisions pertinent to the Soundscape Service you use. Any breach of this Terms or the above-mentioned provisions will cause your license granted herein being suspended or terminated without being further noticed.

1. You are authorized to upload your Licensed Materials and Promotional Materials (collectively, “User Content”). You hereby warrant that any and all User Content is free from any infringement of any third party’s intellectual property rights.
2. Once you upload User Content to Soundscape, you hereby agree to comply with the Digital Distribution License Agreement and grant theFarm licenses to use such User Content, in whole or in part, in any way theFarm deems fit, including but not limited to, the reproduction, public broadcasting, public presentation, public performance, public transmission, adaptation, compilation, and other means of distribution defined (or to be defined) by the Copyright Act of the Republic of China (Taiwan).
3. If theFarm receive any copyright infringement notification of your User Content, theFarm reserves the right to remove and delete the User Content without prior notice.
4. When using Soundscape Services, you agree to comply with the Terms, internet ethics and the relevant rules and regulations, and must not engage in following acts:
   1. using Soundscape Service to reproduce, copy, sell, license, transfer or exploit for any unlawful or commercial purposes,
   2. using Soundscape Service to communicate or publish User Content that are abusive, defamatory, indecent, obscene, offensive or otherwise against public order or good moral,
   3. using Soundscape Service to distribute or publish any illegal information or hyperlinks, including but not limited to unlawful download of plagiarized materials or software, sale of weapons, drugs or illicit drug, contents of practical jokes or virus, false information which induces others to commit crimes and any other unlawful information,
   4. maliciously posting an excess amount of messages or mails repeatedly, using our reporting service without reasonable purposes or publishing any content that is disturbing or impeding other Users from enjoying Soundscape Services,
   5. publishing any User Content in any format that may infringe the intellectual property or other rights of others,
   6. disclosing any other User’s personal data (including but not limited to his/her real name, telephone number and address) or privacy information (such as diary, mails, photos, etc.) without prior consent of such User,
   7. modifying, reverse engineering, reverse coding, decompiling (into a human readable format) or dissembling the Platform, impeding or interfering with other Members’ enjoyment of the Soundscape Services, or disseminating virus or other malwares which are harmful to the others’ computer operation, software,
   8. any other activities that we find illegal or in violation of this Terms.
5. True Information Obligation：
   You agree to provide accurate, complete and true personal particulars for registration, and you may update such particular online at any time. If you provide incorrect or misleading personal particulars that result in our failure in reaching you or cause damages to the rights or interests of third parties, you shall be solely responsible for the relevant legal liabilities and/or damages.
6. Member’s Account Security Obligation：
   1. Your Member’s Account shall be used by you only. You shall only use our Services in accordance with the Terms and shall not allow any third party to access, unlawfully reproduce, distribute, sell, publicly transmit and/or use in any other way our Services, Software and Content.
   2. You are obliged to safeguard your Member’s Account details, passwords and other relevant information. You shall be liable for any and all acts and/or activities, including all related fees, carried out under your Member’s Account.
   3. If You discover any unauthorized use or unusual access to your Member’s Account, you should report to us immediately and protect your personal interests through appropriate legal means. If necessary, we will ask you to provide the relevant personal data and have the right to take charge of the account in dispute.
   4. If your negligence or consent to any third parties’ use of Your Member’s Account causes unlawful use of such account or passwords and damages to the interests of us or other users, you shall be responsible for the relevant legal liabilities and/or compensation to such damages.
7. We will take all necessary steps to prevent you from using the Soundscape Service in a manner which is in breach of the Terms or the relevant laws and regulations.

3. Privacy and Personal Data Protection

We value the protection of personal information of all Members, the details of which described in our Privacy Policy, which is also part of the Terms.

4. Digital Distribution License Agreement

Unless otherwise agreed between you and theFarm, in order to use the Soundscape Service, you must read and accept the Digital Distribution License Agreement set forth by theFarm, which is also incorporated into the Terms.

5. Intellectual Property Rights

1. All rights on the Soundscape Services, content, software, text files and any program codes, whether stored in disc, readable storage media or any other media, provided by us belong to theFarm or third parties that licensed them to theFarm. You are only authorized to use them. For the avoidance of doubt, all rights that have not expressly granted to you under the Terms are reserved by theFarm.
2. You acknowledge that Soundscape Services, content, software and technology are protected by the applicable laws of each licensed territory respectively and agree not to remove or modify any digital right management information, anti-circumvention measures or symbols of other rights (including but not limited to patent right and trademark right) or software, which are contained in the Soundscape Services, content and software.

II. Complaint and Counter-Complaint

1. If you believe that any User Content infringes your copyright, you may submit a copyright infringement complaint (“Complaint”):

1. You may file the Complaint via Soundscape Platform or directly through mail to theFarm. If you represent as an agent of the copyright owner, you have to provide the letter of appointment from the copyright owner or proof of such exclusive authorization.
2. The User Content allegedly infringed will be removed or blocked from being accessed after we confirm formality of the Complaint is duly complied. We may notify you to supplement or correct the information necessary for the Complaint; if you do not supplement or correct accordingly within five (5) business days upon receipt of our notice, your Complaint will be invalid.
3. If a Counter-Complaint is filed for the allegedly infringing User Content, we will notify you of such Counter-Complaint. If you fail to provide evidence of filling a civil or criminal litigation against the allegedly infringing User Content, we will restore the removed the User Content or the access thereto within ten (10) business days upon receiving the Counter-Complaint.

2. If you are notified that your User Content that was removed or the access thereto was blocked, and believe that such User Content is not infringing, you may file a Counter-Complaint:

1. You may file the Counter-Complaint via Soundscape Platform or directly through mail to theFarm. We may notify you to supplement or correct the information supporting the Counter-Complaint. Your Counter-Complaint will not be valid until you supplement or correct the information accordingly.
2. We may notify the Complainant once we confirm your Counter-Complaint. Unless the Complainant provides the evidence of filing litigation against you within ten (10) business days upon the Complainant’s receipt of the Counter-Complaint notice from us, we will restore the removed content e the access to it

3. If you find that any User Content violates the Terms or the laws and regulations, you may file a complaint of another violation via Soundscape Platform or directly through mail to theFarm.

III. Miscellaneous

1. Limitation of Liabilities

1. Any information, content, software or services provided by us through Soundscape Services will be provided AS IS. We do not guarantee or warrant the format and content of Soundscape Services in the event of Internet connection failure, delay or other relevant communication defect.
2. Unless otherwise expressly stated in the applicable law, in no event, should we and/or our authorized agents be liable for any loss or damages, including losses caused by the use Soundscape Services, the failure to use Soundscape Services, and/or other direct, indirect, accidental, special or consequential losses, including but not limited to loss of business profits, business loss, business interruption, business information loss and any other monetary loss.
3. We will not warrant and be liable for any damages or defects arising out of any and all intentional or negligent act of content provider, hardware supplier, and/or other Members.
   

2. Amendment and Termination of Terms of Use

1. We reserve the right to amend the Terms from time to time. The amended Terms will immediately come into effect once they are announced on our website and we will not separately notify you or each User. Once you continue to use Soundscape Services after the amended Terms are announced on our website, you will be deemed to have accepted the amendments.
2. We will also reserve the right to amend, suspend or terminate the right to use any service or software provided by us in accordance with this Terms.