Terms of Service

1. Acceptance of Terms

By accessing or using SHOUT! (the "Service"), including the game and music generation functionality, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use the Service. These Terms apply to all users of the Service, including players who are also contributors of content, information, and other materials or services.

2. Service Description (Submissions and Output)

The Service processes input data, information, and content that you provide, including text, lyrics, audio, images, and other materials (collectively, "Submissions"), and generates audio or other media ("Output"). Submissions and Output together are referred to as "Content." Music generation features may be powered by third-party services, including Mureka.

You may only upload Submissions that you have the right to use and provide. You represent and warrant that your Submissions and their use by the Service will not violate any law or any third-party rights.

3. Rights to Submissions and License

You retain ownership of your Submissions and, to the extent permitted by law, your Output. By using the Service or transmitting Submissions, you grant SHOUT! and its affiliates a worldwide, non-exclusive, fully paid-up, assignable, sublicensable, royalty-free, perpetual, irrevocable right and license to use, reproduce, store, modify, distribute, create derivative works based on, perform, display, communicate, transmit, and otherwise make available the Content in connection with providing, operating, improving, and promoting the Service.

You assume all risk associated with Submissions and Output, including their transmission, legality, quality, and appropriateness. We are not responsible for any and all liability in connection with Submissions or Output, including any claims arising from third-party rights or applicable laws.

4. Eligibility and Account Rules

• You must be at least 13 years old to use the Service.
• If you are under the age of majority, you must have permission from a parent or legal guardian.
• You may not create multiple free accounts. Violations may result in suspension or termination.

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including violation of these Terms.

5. Payments and Refunds

The Service may sell digital products, including in-game currency, in-game items, digital content, additional features, event participation rights, and other goods offered within the Service. By making a purchase, you agree to:

• The price displayed at the checkout screen (tax-inclusive where applicable to your jurisdiction)
• The payment methods displayed at the checkout screen
• Any product- or checkout-screen-specific terms, which prevail over these Terms in case of conflict for that transaction

Refunds. Due to the nature of digital goods, refunds, returns, and cancellations are not available after a purchase is complete, except where required by applicable law, in cases of duplicate billing, system errors, or where we determine in our discretion that a refund is appropriate. For users in Japan, refund handling is also subject to the disclosure required by the Act on Specified Commercial Transactions, available on our website.

Chargebacks. If you initiate a chargeback or payment dispute that we determine to be without merit, we reserve the right to suspend or terminate your account, freeze associated digital content, and recover any owed amounts to the extent permitted by applicable law.

6. In-Game Currency and Items

The Service may issue in-game currency or items in three categories:

• Paid Currency / Items: Acquired by purchase with real money
• Free Currency / Items: Distributed at no cost (e.g., logins, missions, events)
• Bonus Currency / Items: Granted as a bonus to paid purchases without separate consideration

The following rules apply:

• All in-game currency and items have no monetary value outside the Service. Except where required by applicable law, they cannot be redeemed, exchanged, or refunded for cash or any equivalent.
• Resale, trade, or transfer of in-game currency, items, or accounts to other users or third parties (commonly known as "real-money trading") is strictly prohibited.
• Each currency or item may have an expiration period, which is displayed at the time of acquisition or on the relevant in-game screen.
• Sub-balances (paid, free, bonus) may be tracked separately. Where consumption priority differs by sub-balance, it is displayed in-game.
• We may freeze or revoke any in-game currency or items obtained through fraud, exploits, or violations of these Terms.

7. Subscriptions and Auto-Renewal

Where the Service offers subscription products, the renewal cycle, fee, cancellation method, and effective date of cancellation are displayed at the purchase screen. Subscriptions auto-renew at the end of each cycle unless you cancel before the next renewal date. After cancellation, your paid access continues until the end of the current billing period.

8. Gacha and Random Rewards

If the Service offers gacha or other random-draw mechanics involving paid currency:

• The probability (drop rate) of each item or rarity tier is displayed in-game in line with industry practice and applicable Japanese consumer-protection guidelines.
• The Service does not offer "complete gacha" (kompu gacha) structures, in which collecting a specific set of randomly drawn paid items is required to obtain a separate prize.
• Random draw results are final and cannot be re-rolled, refunded, or exchanged.

9. Minors and Spending Controls

• Users under 13 years of age may not use the Service.
• Users under the age of majority must obtain consent from a parent or legal guardian before using paid features.
• We may set monthly spending limits depending on the registered age, in line with Japanese game-industry practice. Where applicable limits apply, they are displayed at the purchase screen or within the Service.
• A parent or legal guardian may contact us using the address in Section 22 to request information about a minor's purchase history or to request appropriate measures.

10. Service Modifications and Termination

We may modify, suspend, or discontinue the Service or any part of it at any time, including specific events, products, or features. Where we plan to discontinue paid digital content or in-game currency that has been purchased and not yet used, we will provide reasonable advance notice (typically at least 60 days where practicable). Treatment of unused paid balances upon discontinuation will follow applicable law (in Japan, the Payment Services Act and related regulations) and will be disclosed at the time.

11. Third-Party Services (Mureka)

Music generation features rely on Mureka. By using those features, you agree to abide by the Mureka Terms of Service and Privacy Policy:

• Mureka Terms of Service
• Mureka Privacy Policy

We do not control third-party services and are not responsible for their availability, content, or policies.

12. User Conduct and Prohibited Activities

You agree not to:

• Use bots, scripts, or automated methods to interact with the Service
• Exploit bugs, glitches, or vulnerabilities in the Service
• Sell, transfer, lend, lease, or otherwise dispose of your account, in-game currency, or in-game items to other users or third parties (real-money trading)
• Impersonate others or create fake accounts
• Violate any applicable laws or regulations
• Attempt to hack, reverse engineer, or compromise Service security

13. Intellectual Property Rights

All content in the Service, including but not limited to graphics, music, text, and code, is the property of SHOUT! or its licensors. Use of any in-game items, characters, or other content granted to you under these Terms does not transfer any intellectual property rights in the underlying content beyond the limited usage rights expressly set out in these Terms.

14. Privacy and Data Collection

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information, including account information, gameplay data, and payment-related information.

15. AI-Generated Content Disclaimer

The Service utilizes artificial intelligence technology, including third-party models, to generate content such as:

• Character visuals, voices, and personalities
• Dialogue and conversational responses
• Music and audio content
• Game scenarios and interactions

AI-generated content may be unpredictable, inaccurate, or potentially inappropriate. We do not guarantee the accuracy, reliability, or appropriateness of any AI-generated content. You acknowledge that:

• AI responses are generated algorithmically and do not reflect our views or opinions
• You use AI-generated content at your own risk
• We are not liable for any harm or offense caused by AI-generated content
• AI-generated content should not be relied upon for factual information or advice

16. Health and Safety Warnings

Audio Warning: While we recommend using headphones for an optimal experience, prolonged use of headphones at high volumes may cause permanent hearing damage. We are not responsible for any hearing loss, tinnitus, or other auditory damage resulting from headphone use. Please:

• Keep volume at safe levels (below 85 decibels)
• Take regular breaks every hour
• Stop use immediately if you experience discomfort, pain, or ringing in your ears
• Consult a medical professional if you experience any hearing problems

Rhythm Game Warning: This Service contains flashing lights and rapid visual effects that may trigger seizures in individuals with photosensitive epilepsy. Player discretion is advised.

17. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

18. Indemnification

You agree to indemnify and hold harmless SHOUT!, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Service or violation of these Terms.

19. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Cayman Islands. Any disputes arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the rules of the Cayman Islands Arbitration Centre.

To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Mandatory consumer protection laws (Japan). If you reside in Japan, applicable Japanese consumer-protection laws (including the Consumer Contract Act, the Act on Specified Commercial Transactions, and the Payment Services Act) apply. To the extent any provision of these Terms conflicts with such mandatory laws, that provision shall not apply to you to the extent of the conflict, and the remaining Terms shall remain in effect. Nothing in these Terms shall be construed to waive any non-waivable rights of consumers.

20. Severability

If any provision of these Terms is held to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.

21. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of the Service after changes constitutes acceptance of the modified Terms.

22. Contact Information

For questions about these Terms, please contact us at accounts@vai-ent.ai