An Introduction to the Terms of Use of the STUDIO Platform

Welcome to our website! We ask that you please read these terms carefully before using our site. The terms govern your use of our site and your relationship with us. Below is a quick introduction and summary of our terms:

• Bringing our Creator’s Dreams to Life! Our mission is to give our users the tools they need to create the website of their dreams. To achieve this mission, we let our users upload their content online and interact with other users.  

• You Own Your Shared Content. You also grant us certain rights and licenses to it. The details of these licenses can be found in Section 2.2, below. 

• We Are Not Responsible For Your Content. You are solely responsible for making sure that your content does not harm others or violate any rules or regulations, such as the copyright of the content that you upload. 

• You Must Be At Least The Age Of Majority! To use our services, we require that you are at least the age of majority in the jurisdiction where you live. If you aren’t, your parent or guardian must consent to your use of our services. Your parent or guardian must also agree to bear all responsibility for your use of our services. If you are in the EU, you must be at least 16 years old, even if you have parental consent, to use our services.

• You Must Create Your Own Cookie and Privacy Policies. If you choose to create a website using our services, you must include any cookie and privacy policies that may be required by applicable law, such as the EU’s General Data Protection Regulation. 

• We Limit Our Liability To You. In order for us to provide our unique services, we limit and disclaim liability for the use of our site. Our site is provided “as is,” without any guarantees. Please read Sections 12 and 13 to learn more about these limitations.

• You Must Indemnify Us. As part of our Agreement, we require that you compensate us for harm or loss that results from your breach of our terms, your content, and any website that you create using our services. To learn more, please read Section 14.

• Our Disputes Will Be Resolved by Arbitration. If we have a dispute, we require that you use arbitration to resolve our dispute—unless you opt out or choose to proceed in a small claims court. Our arbitration clause can be found in Section 16.

• Certain Terms Do Not Apply If You Are A EU Consumer. If you are a EU Consumer, however, some of our terms may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live. For example, notwithstanding any provision to the contrary, you are able to bring a claim against us before a court with jurisdiction located in your place of habitual residence.

Should you ever have any questions about these terms, please do not hesitate to send us an email at hello@studio.design.

Our Agreement

The website located at studio.design, including its translations into various languages, (collectively the “Site”), is a copyrighted work belonging to STUDIO Inc.  (“STUDIO”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  

These terms of use (“Terms”) set forth the legally binding terms and conditions that govern your use of the Site, products, applications, code, tools, services, features, and templates provided by STUDIO (collectively, the "Services"). By accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  You also represent that you are at least the age of majority in the jurisdiction where you live or, if you are not, your parent or legal guardian must consent to these Terms and affirm that they accept the Terms on your behalf and bear responsibility for your use of the Site and our Services. If you are from the EU, you must be at least 16 years of age to use our Services, even if you have parental consent. 

These Terms only apply if you are a resident of a country other than Japan. If you are a resident of Japan, a different set of terms will apply, which can be found at this link.

1. Accounts

   Account Creation.  In order to use many of the Services, you must register an account (“Account”) and provide certain information about yourself as prompted by the account registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. 

   Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify STUDIO of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. STUDIO cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

   Account Disputes.  In the event that you and another person have a dispute over ownership of an Account, we may, at any time, at our sole discretion, with or without notice to you, determine the rightful owner of the Account. Our decision is final and we may transfer the Account to whoever we determine is the rightful owner. In the event we cannot determine, at our sole discretion, the rightful owner of an Account, we may suspend or delete the Account.   You agree that STUDIO will not be liable to you or to any third party for our exercise of the rights described in this Section.

2. User Content

   User Content.  Whenever you make use of our Services, including when you visit our Site you may provide us with information and content (“User Content”). User Content includes, without limitation, videos, html, JavaScript and other scripts, text, photos, images, fonts, code and other materials. In order to create your very own website by using our Services (“Your Website”) you will need to upload at least some User Content.

   License to User Content.  Your User Content stays yours. However, you hereby grant to STUDIO an irrevocable, nonexclusive, perpetual, sublicensable, fully transferable, royalty-free and fully paid, worldwide license to host, store, modify, reproduce, distribute, translate, adapt, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, solely for the purpose of providing, improving, and promoting the Services.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

   Including Your Website in Our Marketing.  For our own marketing purposes, we may choose to feature Your Website, on our own Site and in our marketing materials. You hereby grant to STUDIO an irrevocable, nonexclusive, perpetual, sublicensable, fully transferable, royalty-free and fully paid, worldwide license to host, store, modify, reproduce, distribute, translate, adapt, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your Your Website, and all intellectual property therein, solely for the purpose of marketing and promotional activities.

3. Your Responsibilities and Your Risks

   You Are Solely Responsible for Your User Content. You understand and expressly agree to assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You understand and expressly agree to assume any and all risks that User Content could lead to the injury of yourself or another person.  STUDIO is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You may not represent or imply to others that your User Content is in any way endorsed by STUDIO.

   You Are Solely Responsible for Your Website and End Users. From time to time, Your Website may have its own visitors, users, and customers (“End Users”). You understand, and expressly agree that: (a) Your Website and your End Users are solely your responsibility; (b) you are solely responsible for providing any services, products, support, or information to your End Users; and (c) you are solely responsible for complying with any laws or regulations that apply in any way to Your Website and to your End Users. STUDIO is not obligated to back up Your Website, and Your Website may be deleted at any time without prior notice. You may not represent or imply to others that Your Website is in any way endorsed by STUDIO.

   You Must Comply with Our Acceptable Use Policy. You must comply with our Acceptable Use Policy, which can be found in these Terms at Section 4. Please review the policy carefully as you must comply with it at all times, and you represent and warrant that your User Content and use of the Services complies with our Acceptable Use Policy. 

   You Must Follow the Law. You represent and warrant that your use of the Services is, and will be, in compliance with all applicable laws or regulations.

4. Acceptable Use Policy  

   The following terms constitute our “Acceptable Use Policy”:
   (a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or includes physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations, or restrictions imposed by any third party.

   (b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services, including the Site, any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

   Changes to the Acceptable Use Policy. We may modify our Acceptable Use Policy from time to time, at our sole discretion.

5. Third-Party Service Providers; Other Users

   Third-Party Service Providers.  The Services are integrated with third party service providers (“Third Party Service Providers”) that may make their services, products, information, and materials available to you. Third Party Service Providers, however, have their own terms of use and policies, and your use of them will be solely governed by those terms of use and policies. 

   Integrating Third-Party Service Providers into Your Website. We may offer you the ability to integrate Third-Party Services Providers directly into Your Website. For example, we may offer you the opportunity to use Stripe to process Your eCommerce transactions (as defined below). You may also be able to use Google Analytics to track End-User activity on Your Website. It is solely your decision whether you will integrate any Third-Party Services Providers into Your Website. Your relationship with any such Third-Party Services Providers are solely between yourself and such providers and will be governed by the providers terms of use and policies. Our own Terms will not apply to such relationship. As a result, you should ensure that you are comfortable with the terms offered by Third-Party Service Providers before you choose to integrate them into Your Website. All Third-Party Service Providers are solely responsible for the services that they provide to you, and we are in no way liable for how you integrate them into Your Website. In the event we list any Third-Party Service Providers when providing you with the Services, such listing shall not be deemed as endorsing, promoting, certifying, creating any partnership with, or creating any warranty in regard to, any Third-Party Service Providers.   

   Restriction of Access to Third-Party Service Providers. We may at any time, for any reason, at our sole discretion, with or without notice to you, restrict, remove, suspend, or disable your access to any, or all, Third-Party Service Providers. We are not liable for any such restriction, removal, suspension, or disabling, including without limitation, for loss of data, goodwill, revenue, profits, business disruption, costs or expenses, or other losses, whether tangible or intangible. 

   Other Users. Our Services and the sites created using our Services may contain User Content: (a) that is offensive or objectionable; (b) that violates the intellectual property rights of you or another person; (c) that is illegal or otherwise unlawful; (d) harmful or your computer or network; (e) that contains errors; or (f) the use of which, including through the download or copying of such User Content, results in the violation of other terms of use and policies or laws. Although we provide the Services, we expressly disclaim, and make no endorsement in regard to, the accuracy, lawfulness, currency, suitability, safety, or quality of any User Content.  Your interactions with other users and their User Content is solely between you and such users.  You understand and agree that STUDIO will not be responsible for any loss or damage incurred as the result of any such interactions, including when such interactions lead to harm.  You are solely responsible for taking precautions to protect yourself from User Content.

6. Intellectual Property Rights 

   We Own STUDIO.  Excluding any User Content that you may provide, you understand and expressly agree that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by STUDIO or STUDIO's suppliers.  Neither these Terms nor your access to the Services, or others’ User Content, transfers to you or any third party any rights, title or interest in or to such intellectual property rights. STUDIO and its suppliers reserve all rights not granted in these Terms.  

   Feedback.  If you provide STUDIO with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to STUDIO all rights in such Feedback and agree that STUDIO shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  STUDIO will treat any Feedback you provide to STUDIO as non-confidential and non-proprietary.  You agree that you will not submit to STUDIO any information or ideas that you consider to be confidential or proprietary.

7. Our Rights 

   Our Rights.  STUDIO reserves the following rights, which we may exercise at any time, at our sole discretion, in whole or in part, with or without notice to you: (a) we may modify, suspend, or discontinue the Services; (b) we may alter or change the Services, how they can be used, and their functionality; (c) we may suspend, restrict, disable, or even terminate your access to, and use of, the Services; and (d) we may suspend, restrict, disable, or even terminate access to your Account or Your Website. You agree that Studio will not be liable to you or to any third party for our exercise of the rights described in this Section.

   Enforcement.  STUDIO reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you at our sole discretion. Such action may include removing or modifying your User Content or Your Website, terminating your Account, and/or reporting you to law enforcement authorities.

8. Privacy

   Privacy Policy. As a condition of these Terms, you must carefully read our Privacy Policy. 

   Data Processing Addendum.  The Data Processing Addendum is integrated into the Terms and forms a part of it. 

   Compliance with Privacy Laws. When using the Services, including when you create Your Website, you understand and expressly agree that you are solely responsible for complying with applicable data protection, security and privacy laws and regulations. Such laws and regulations may include the European Union’s General Data Protection Regulation and its e-Privacy Directive. For example, you must follow these laws and regulations when you collect the information of End-Users that visit Your Website. You further represent and warrant that you will comply with all applicable protection, security and privacy laws and regulations.

   Privacy Policies. If required by applicable law, you must create and make available to your End Users a privacy policy that conforms with such law. STUDIO cannot and will not provide any legal advice in regard to such privacy policy, and you expressly agree to make it available to End Users solely at your own risk.  

   Cookies.  If required by applicable law, you must create and make available to your End Users a cookie policy that conforms with applicable laws. Such cookie policy must capture valid consent for both yourself and STUDIO for any cookies or similar technology that are used, or otherwise made available, on Your Website. STUDIO cannot and will not provide any legal advice in regard to such cookie policies, and you expressly agree to make it available to End Users solely at your own risk. 

9. Paid Services and Payments

   Paid Services. You may from time to time access or use certain Services that we offer by making a fee payment (“Paid Services”). The term of any Paid Services will continue in effect until they are canceled or terminated in accordance with the Terms. We will inform you about the applicable fees for any Paid Services before you are charged for them. You may cancel Paid Services through the Services. In the event you don’t pay for any Paid Services on time, we may suspend or cancel your access to the Paid Services. We’ll also tell you about any additional fees that may pertain to Paid Services before you are charged for them. All fees for Paid Services will appear via our current payment processor, unless otherwise indicated. Our current payment processor is Stripe.   

   Automatic Renewal. We will automatically bill you for certain Paid Services from the date you submit your initial payment, and thereafter during each renewal period, until you expressly cancel such Paid Services. Each renewal period will be for a period of time equal to the initial term. Unless we provide notice of a fee increase, the fees payable for each renewal period will also be equal to those payable for the initial term. For example, if you’re on a monthly subscription plan, such plan will automatically renew for a period of one month. We will bill you for such plan using whatever payment method you have on file with us, and you expressly authorize us to do this. 

   Taxes.  All fees are exclusive of taxes of any kind. You are solely responsible for the payment of all taxes, and we will charge such taxes in addition to any other fees for Services, including Paid Services. STUDIO may determine, at its sole discretion, whether you are exempt from any taxes. In the event STUDIO is required by law to pay or collect indirect taxes, such as a goods and services tax or a value-added tax, you will be solely liable for the payment of such taxes.   

   Refunds.  Although you can cancel any Paid Services whenever you wish, we will not issue you a refund, unless we decide otherwise, at our sole discretion, or if required by law. 

   Fee Changes. We may change the amounts that we charge for Paid Services at any time, at our sole discretion. If you do not agree to any fee changes, you have the right to cancel the applicable Paid Service before the next payment date.

   Payment Processor. We use a third party payment processor that will bill you for Paid Services. Any such payment will be subject to the terms, conditions, and privacy policies of the payment processor, in addition to the Terms. Currently, we use Stripe to process such payments. You expressly agree to pay us, through our payment processor, all amounts payable for our Paid Services. You expressly authorize us, and grant us the right, to correct or instruct our payment processor to fix any error or mistakes, even if payment has been requested and/or received. 

   Fees Payable to Third-Party Service Providers. Any services purchased from Third-Party Service Providers may be subject to terms and conditions solely determined by such Third-Party Service Providers. It is solely your responsibility to verify your ability to comply with those terms and conditions. We are not a party to your agreement, if any, with Third-Party Service Providers. 

10. Terms Specific to eCommerce Transactions on Your Website

    Your Responsibilities for Transactions on Your Website. You are solely responsible for all transactions on Your Website involving the offer and sale of goods and services, and the collection of payments for such goods and services (“Your eCommerce”). We are not a party to Your eCommerce. 

    Taxes. You are solely responsible for: (a) all taxes and fees associated with Your eCommerce; (b) collecting, reporting, and remitting taxes to government authorities; (c) informing your End Users of any taxes for which they are responsible, and providing any documentation, including invoices, that may be required by law; (d) monitoring distance sales thresholds in the European Union, and any indirect taxes, including goods and services taxes and value-added taxes; (e) registration thresholds applicable in any countries where you ship products or provide services, or otherwise have customers; and (f) registering for indirect taxes as required by applicable law.  No communication or information that we provide to you should be interpreted as providing tax advice, and we do not, and will not, provide tax advice to you. 

    Delivery. You are solely responsible for delivering products and services to your End Users.

    Representations and Warranties. You are solely responsible for any representations and warranties that you provide to your End Users in connection with Your eCommerce. 

    Customer Service. You are solely responsible for providing and processing any comments or complaints related to Your eCommerce. 

    Compliance with the Law, and Site Terms. In addition to complying with the Terms to provide certain policies to your End Users, including a privacy policy and a cookie policy, you must create and make available any other policies required by law. You further represent and warrant that Your Website and Your eCommerce will, at all times, comply with applicable law, including consumer, products, services, and data protection laws. 

    Restrictions. You may not sell any products or services which we determine, at our sole discretion: (a) are prohibited for sale, distribution or use; (b) are stolen, fraudulent, abusive, hazardous, counterfeit, adverse to our reputation or interests; or (c) that the sale of such products or services fail, or would fail, to comply with applicable laws or regulations, including without limitation, with respect to intellectual property laws, privacy laws, consumer protection laws, export controls, trade regulations, or sanctions.   

    Suspension of eCommerce Activities. We may, at any time, at our sole discretion, with or without notice to you, restrict, remove, suspend, or disable your access to conduct eCommerce, Your Website, or your Account, without any liability to you or your End Users, including, without limitation, for any revenue, loss of profits, data, goodwill or other tangible or intangible losses.

11. Term and Termination.   Subject to this Section, these Terms will remain in full force and effect until terminated by either you or us.  We may, at any time, at our sole discretion, with or without notice, restrict, remove, suspend, or disable your access to the Services, in whole, or in part.  Even after these  Terms are terminated, all Sections, that by their very nature should survive termination shall survive termination, including, without limitation, Section 2, Section 6, Section 12, Section 13, Section 14, Section 16, and Section 17.

12. Disclaimers

    THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND STUDIO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. 
    
    STUDIO MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (a) CONTENT POSTED BY ANY USER OR THIRD PARTY; (b) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE PROVIDERS LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICES; (c) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR USER CONTENT. WE DO NOT CONTROL OR DIRECT WHAT PEOPLE AND OTHERS DO OR SAY, AND WE ARE NOT RESPONSIBLE FOR THEIR ACTIONS OR CONDUCT (WHETHER ONLINE OR OFFLINE) OR ANY CONTENT THEY SHARE (INCLUDING OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, DANGEROUS, AND OTHER OBJECTIONABLE CONTENT). 
    
    SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, THE DISCLAIMERS INCLUDED IN THIS SECTION APPLY TO YOU TO THE MAXIMUM EXTENT POSSIBLE PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  HOWEVER, THE TIME LIMITATION PROVIDED IN THIS SECTION SHALL CONTINUE TO APPLY TO YOU SUBJECT TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

13. Limitation on Liability

    UNLESS YOU ARE AN EU CONSUMER, YOU UNDERSTAND AND EXPRESSLY AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STUDIO, ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS FOR: (a) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; (b) ANY LOST PROFITS, REVENUE, DATA, GOODWILL, AND OTHER TANGIBLE OR INTANGIBLE LOSSES; (c) ANY SERVICES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS; (d) ANY USER CONTENT; (e) ANY LOSSES RELATED TO YOUR ACCESS, OR INABILITY TO ACCESS, YOUR ACCOUNT, YOUR WEBSITE, AND ANY PART OF THE SERVICES; (f) ANY LOSSES RELATED TO CORRUPTION, LOSS, UNAUTHORIZED ACCESS OR ALTERATION TO YOUR USER CONTENT, YOUR WEBSITE, OR YOUR ECOMMERCE DATA. THE LIMITATIONS INCLUDED IN THIS SECTION APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF STUDIO HAS BEEN ADVISED OR INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  

    
    IF YOU ARE AN EU CONSUMER, WE SHALL, DESPITE ANY OTHER PROVISION IN THE TERMS, PROVIDE THE SERVICES WITH REASONABLE CARE BUT WILL NOT BE LIABLE FOR ANY LOSSES WHICH WERE NOT A REASONABLY FORESEEABLE CONSEQUENCE OF OUR BREACH OF THE TERMS (EXCEPT IN RELATION TO DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR FRAUD).

    
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF WHETHER YOU ARE AN EU CONSUMER, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STUDIO FOR CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS EXCEED THE GREATER OF A MAXIMUM OF TEN THOUSAND JAPANESE YEN (JPY 10,000) OR THE TOTAL AMOUNTS PAID BY YOU TO STUDIO IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  

    
    If you are an EU Consumer, STUDIO is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a user for business or commercial purposes) habitually residing in the European Economic Area.

14. Indemnification. You agree to indemnify and hold STUDIO and its affiliates, and its and their directors, officers, employees, contractors, agents and suppliers, from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind, including reasonable attorneys’ fees, arising out of related to: (a) your breach of the Terms; (b) your User Content, Your Website, and Your eCommerce; (c) any claims on behalf of or against your End Users; (d) your violation of any law or regulation; (e) any claims from tax authorities in any country in relation to Your eCommerce. Your indemnification obligations shall not apply to the extent directly caused by our material breach of the Terms or, when you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

15. Copyright Policy 

    Notice. STUDIO respects the intellectual property of others and asks that users of our Services do the same.  In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, you shall immediately notify STUDIO with the following information in the form of a written notification:

    (a) your physical or electronic signature;

    (b) identification of the copyrighted work(s) that you claim to have been infringed;

    (c) identification of the material on our services that you claim is infringing and that you request us to remove;

    (d) sufficient information to permit us to locate such material;

    (e) your address, telephone number, and e-mail address;

    (f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

    (g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

    Warning. Please note that, any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

16. Dispute Resolution

    Application to EU Consumers. If you are an EU Consumer, this Section 16 shall not apply to you provided that you file a claim against us in a court located within the European Union. 

    Notice Requirement and Informal Dispute Resolution.  Before filing a claim against STUDIO, you must first send to STUDIO a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to STUDIO should be sent to our contact address, which can be found below in Section 17.11.  After the Notice is received, you and STUDIO may attempt to resolve the claim or dispute informally.  If you and STUDIO do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  

    Arbitration Agreement.  Unless you opt-out of arbitration in accordance with Section 16.4, all claims, disputes, and matters arising out of the Services and/or the Terms shall be resolved by final and binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English.  Both you and STUDIO expressly disclaim any right to formal court proceedings, including any right to a trial by jury, except as expressly set forth in Section 16.7 and Section 16.8. Discovery rights and the rights of appeal are generally more limited in arbitration than in a lawsuit. There is no judge or jury in arbitration, and an independent third party will act as an arbitrator and issue an award. 

    Opt-Out of Arbitration. You can choose to decline this agreement to arbitration by emailing us at hello@studio.design within thirty (30) days of the date you first agree to the Terms. Your email requesting to opt-out must be sent from the same email address used for your Account, and must include your full name, residential address, and a clear statement that you would like to opt out of arbitration. If you opt out of arbitration on accordance with this Section, then Sections 16.3, 16.5, and 16.6 do not apply to you. However, opting out does not affect other Sections of the Terms, including Sections 16.9, 16.10, and 17.7.

    Arbitration Deadline. You must commence arbitration by filing a demand for arbitration within one (1) year after you first knew, or could have reasonably known, that an act, omission or default, gave rise to the claim in question. If applicable law requires a longer limitation period, then any claim must be asserted within the shortest time period permitted by such applicable law.  

    Arbitration Rules.  JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.

    (a) Arbitration for US Users. If you are resident of or have your principal place of business in the United States (a “US-User”) any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator who shall be selected in accordance with JAMS Rules. The arbitrator must follow the Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

    (b) Arbitration for non-US Users. If you are not a US-User, any arbitration hearings will take place at a location to be agreed upon in Tokyo, Japan, in English, and shall be settled by one (1) commercial arbitrator who shall be selected in accordance with JAMS Rules. The arbitrator must follow the Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

    Exceptions to the Arbitration Agreement – Injunctive Relief.  Notwithstanding any other provision in the Terms, either you or STUDIO may seek emergency injunctive relief before a court of competent jurisdiction in order to stop the unauthorized user of the Services, intellectual property infringement without first engaging in arbitration or the informal dispute resolution process described above.

    Exceptions to the Arbitration Agreement – Small Claims.  Notwithstanding any other provision in the Terms: (a) if you are a US-User, either you or STUDIO may assert claims in a small claims court in New York, New York, United States or any United States county where you live or work; and (b) if you are not a US-User, either you or STUDIO may assert claims in a summary court in Tokyo, Japan, provided that claim qualifies for the procedures for small claims.  

    Filing Deadlines.  Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should have known, of the act, omission or default giving rise to the claim. If applicable law requires a longer limitation period, then any claim must be asserted within the shortest time period permitted by such applicable law.  

    Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

17. General

    Entire Agreement. These Terms constitute the entire agreement between you and STUDIO regarding the use of the Services, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of the Terms. 

    Severability & Waiver. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  No waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

    Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. 

    Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users.  Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

    Relationship. The Terms, and your use of the Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between STUDIO and you.

    Assignment. STUDIO may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of STUDIO. Any attempted or actual assignment thereof without STUDIO’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section ‎X shall not in itself grant either STUDIO or you the right to cancel any Services. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under the Terms.

    Governing Law. 

    (a) Non US-Users. Subject to Section 17.7(c), in the event you are not a US-User, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Japan, without regard to its conflict of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 16 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 16.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the District Court of Tokyo, Japan and you and STUDIO consent to venue and personal jurisdiction in such courts.

    (b) US-Users. In the event you are a US-User, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of New York, United States, without regard to its conflict of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 16 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 16.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of New York, New York, and you and STUDIO consent to venue and personal jurisdiction in such courts.

    (c) EU Consumers. In the event you are an EU Consumer, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Ireland, without regard to its conflict of law provisions. In addition, any mandatory consumer protection rules found in the jurisdiction of your place of habitual residence will govern to the extent of any conflicts with the laws of Ireland. To the maximum extent permitted by applicable law, the application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 16 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 16.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in a court with jurisdiction in your place of habitual residence. 

    Electronic Communications.  The communications between you and STUDIO use electronic means, whether you use the Site or send us emails, or whether STUDIO posts notices on the Site or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from STUDIO in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that STUDIO provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

    No Third-Party Beneficiary Rights. These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

    Copyright/Trademark Information.  Copyright © 2021. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of a third party which may own the Marks.
    Contact Information:
    Mailing Address: 

    PORTAL POINT Ebisu A2, Ebisu Garden Place Glass Square B1F, 4-20-4, Ebisu, Shibuya-ku, Tokyo, Japan, 150-6090

    STUDIO Inc.

    
    E-mail: hello@studio.design

We at STUDIO are dedicated to protecting the personal information of our users, whether you’re just a visitor to our dynamic platform or a creator of one of the many websites that we host. To help you understand what kinds of personal information we collect, and your rights to that information, we have prepared this Privacy Notice. In addition to this Privacy Notice, please feel free to contact us if you have any further questions related to your information and how it’s handled.  

1. A Brief Introduction And Some Key Terms
   
   Anyone can visit our website at https://studio.design/ and learn about our dynamic platform and the services we offer. From our website, visitors can register as a user, and then create their own website using our industry-leading tools. We refer to these users as ‘Creators.’ We host Creator-made websites and give Creators wide freedom to design the website of their dreams. Throughout this Privacy Notice we’ll refer to our website and other products and services collectively as ‘Services.’

   Our Privacy Notice deals with personal information that we collect from visitors and Creators, and use for our own purposes. As we explain below, we collect your personal information in order to enable you to create a user account, process your payment requests, and for other reasons.

   We also host information on behalf of our Creators. Creators can even direct us to collect the personal information of visitors to their own websites. Our Privacy Notice, however, does not outline what we do with this information, which we process only at the direction of Creators. If you would like to know how such information is controlled by a Creator, please visit the Creator’s Privacy Notice which can be found on their website. Furthermore, if you would like to know more about how we process Creator content at the direction of Creators, please visit this link.
   

2. What Kinds Of Personal Information Do We Collect?
   
   We only collect information about you if we have a reason to do so — for example, to provide our Services, to communicate with you, or to make our Services better. We collect this information from three sources: when you provide information to us, automatically through operating our Services, and from outside sources. Below, we go over the information that we collect.
   

   Information You Provide to Us

   Below are the types of information that you provide to us directly. This information includes:

   
   ・Account Information. In order to create an account, we ask that you provide certain basic information, such as a name, email, password, and your language preferences. You may also provide some additional information, such as a photo which will be used to represent your profile icon.
   
   ・Payment Information. If you would like to purchase some of our paid Services, such as our premium hosting service, you will have to register a credit card and billing address. We also keep a record of any purchases that you make and we use Stripe to process your payments. You are not required to upload this information or make any purchases as many of our Services are offered for free.
   
   ・Communications. You may send us emails and other communications when you have customer support inquiries or other concerns. You might also provide us with information in other ways, including by responding to surveys, submitting a form or participating in contests or similar promotions. If you choose, you can also join our Slack channel to communicate with us directly. If you do so, we’ll also record your Slack messages.
   
   Information We Collect Automatically

   We also collect the following information automatically: 

   
   ・Log Information. When you visit our website, or otherwise use our Services, we collect information about your activity and interaction with our Services. This information may include your computer’s internet protocol (IP) address, preferences, web pages you visited prior to coming to our or Creator websites, information about your browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), information about how you interact with our Services and Creator websites (such as timestamps, clicks, scrolling, browsing times, searches, transactions, referral pages, load times, and problems you may encounter, such as loading errors).
   
   ・Visits to Creator Websites. If you are a visitor of a Creator website, we also get information about your interactions with their sites, though we use this in anonymous, aggregated or pseudonymized form which does not focus on you individually. We use this data to evaluate, provide, protect or improve our Services (including by developing new products and Services).
   
   ・Information from Cookies. Some information is collected automatically using cookies and similar technologies when you use our Services and visit our Creator’s websites. We let Creators control what cookies and similar technologies are used through their websites (except those we need to use to properly provide our Services, such as for performance or security related reasons). You can read more about our use of cookies in our Cookie Notice. Some of this information is similarly collected automatically through your browser or from your device.
   
   Information We Collect from Other Sources

   
   We may also get information about you from other sources. You may choose to sign in to the STUDIO platform using a third party, such as Facebook. If you elect to do so, we will receive your name, Facebook profile picture, and email directly from Facebook. Another example is that whenever you elect to link your Creator account to a third party, such as Designer for Student, we will be notified of such action.

   
   Your privacy settings on third-party services normally control what they share with us. Make sure you are comfortable with what they share by reviewing their privacy policies and, if necessary, modifying your privacy settings directly on their websites.
   

3. Handling of Information Obtained Through Google APIs
   
   If you connect your Google Account to the Services, we may access, obtain, or process information associated with your Google Account ("Google User Data") through Google APIs, within the scope of the Google OAuth permissions to which you have expressly consented.
   

   Google Analytics Integration Feature. If you use the feature that connects Google Analytics to a project on the Services (the "Google Analytics Integration Feature"), we may, through the Google Analytics API, obtain or display information regarding the connected Google Analytics account, property, data stream, key events, and other settings, as well as analytics data measured for the relevant property. If you perform operations on the Services, we may register key events for the relevant Google Analytics property on your behalf through the Google Analytics API.

   We use this information only to enable you to measure project performance, perform access analytics, and configure analytics settings including key events on the Services, and to the extent necessary to provide, maintain, and secure the Google Analytics Integration Feature. The relevant Google OAuth permissions are limited to the Google Analytics-related permissions displayed on the Google OAuth consent screen that are necessary to provide the Google Analytics Integration Feature.
   

   Storage of Google User Data. We may store access tokens and refresh tokens necessary to access Google APIs, as well as identifiers for the connected Google Analytics account, property, data stream, and similar information, to the extent necessary to provide the Google Analytics Integration Feature. Analytics data obtained from Google Analytics is obtained for display or processing on the Services. If we store such data, the storage will be limited to the scope and period necessary to provide the Google Analytics Integration Feature.
   

   Use and Sharing of Google User Data. We will comply with the Limited Use requirements of the Google API Services User Data Policy with respect to Google User Data obtained through Google APIs. We will use the obtained information only to the extent necessary to provide, maintain, and secure the Services and the Google Analytics Integration Feature, and will not use it for advertising delivery, training AI models, credit scoring, lending decisions, or any other secondary use different from the purpose of providing the Google Analytics Integration Feature.

   We will not sell, transfer, or disclose the obtained information to any third party without your consent. However, we may entrust the processing of such data to our service providers or cloud infrastructure providers to the extent necessary to provide, maintain, secure, or comply with laws regarding the Services and the Google Analytics Integration Feature. In such case, we will exercise necessary and appropriate supervision over such service providers.

   As a general rule, our officers, employees, service providers, and other persons performing work for us will not view the obtained information. This does not apply where you have given express consent, where it is necessary for a security investigation, troubleshooting, prevention of unauthorized use, or compliance with laws, or where statistical or aggregated information derived from the obtained information is used in a form that cannot identify individuals for the internal operation or improvement of the Services. Our use of Google User Data is limited to the purposes and methods expressly described in this Privacy Notice.

   Disconnection and Data Deletion. You may disconnect your Google Account at any time from the project settings screen of the Services. You may also disconnect the Services from the third-party app access management page in your Google Account: https://myaccount.google.com/permissions. When you disconnect the integration, access tokens and refresh tokens stored on our servers will be promptly deleted, and access to Google APIs will be stopped.
   
   

4. How We Use Your Information
   
   We will use the information that we collect for the following purposes:

   
   To Provide our Services. For example, to manage your account, communicate with you about your use of the STUDIO platform, respond to your inquiries, process payments, provide troubleshooting, and for other customer service purposes.

   
   To Communicate with You. For example, by sending you emails about your transactions and Service-related announcements, to ask for feedback, and to share tips about our Services and more. 

   
   To Personalize Your Experience. For example, we may use your language preference to personalize the information that we send or display to you in the STUDIO platform. If we detect that you are visiting from Japan, our STUDIO platform will be made available in Japanese.
   

   To Promote our Services. For example, in order to promote our Services we send you tailored marketing communications about products, Services, offers, programs and promotions of STUDIO and our partners and measure the success of those campaigns. We may send different marketing communications to you based on your subscription plan or what we think may interest you based on other information we hold about you. If you do not wish to receive such promotional messages, you may notify us at any time or unsubscribe to such messages automatically in your user account.

   To Improve our Services. For example, we use information to analyze and learn about how our Services are accessed and used, evaluate and improve our Services (including by developing new products and services and managing our communications) and monitor and measure the effectiveness of our advertising. We usually do this based on anonymous, pseudonymized or aggregated information which does not focus on you individually.
   

   To Fix Problems with our Services. For example, by monitoring, debugging, repairing, and preventing issues.

   
   To Market our Services and Measure the Effectiveness of our Marketing. For example, by targeting our marketing messages to groups of Creators (like those who have a particular subscription plan with us or have been Creators for a certain length of time), advertising our Services, analyzing the results of our marketing campaigns (like how many people purchased a subscription plan after receiving a marketing message), and understanding and forecasting Creator retention.
   
   For Security Purposes. For example, to ensure the security and integrity of our Services.

   To Facilitate Third-Party Relationships. For example, to manage our vendor and partner relationships.
   

   To Protect our Services, our Users, and the Public. For example, by detecting security incidents; detecting and protecting against malicious, deceptive, fraudulent, or illegal activity; fighting spam; complying with our legal obligations; and protecting the rights and property of STUDIO and others, which may result in us, for example, declining a transaction or terminating Services.
   

5. How We Share Your Information With Third Parties
   
   We share personal information in the following ways:

   Creators.  We share with Creators data regarding usage visitors of their sites. For example, we provide a Creator with information about what webpage a visitor has visited before coming to their site and how their visitor interacted with their site. We do this so Creators can analyze the usage of their sites and improve their services.
   

   Third-Party Plugins and Social Networks. We may share personal information with social media platforms or similar third-party services to improve your experience, at your direction. For example, when you use a third-party service to create or log in to your account, such as Facebook, we may share your personal information with that third-party service.
   

   Third-Party Vendors. We may share information about you with third-party vendors who need the information in order to provide their services to us, or to provide their services to you or your site. This includes vendors that help us provide our Services to you, such as Stripe, which manages and powers our online payments system. We may also share information with those that assist us with our marketing efforts (e.g., by providing tools for identifying a specific marketing target group or improving our marketing campaigns) and those that help us understand and enhance our Service, such Google Analytics. We will also share your information with third-party vendors that make tools to help us run our operations and those that provide technical or other support services to you.
   

   Service Providers. We may share your information with a very limited group of third-party service providers – and only when it is necessary for us to provide our Service. For example, we may share information with auditors, advisors, and consultants. 

   
   Following the Law. We may disclose your personal information if we determine that such disclosure is reasonably necessary to comply with the law, protect our or others’ rights, property or interests (such as enforcing our Terms of Service) or prevent fraud or abuse. In particular, we may disclose your personal information in response to lawful requests by public authorities, such as to meet national security or law enforcement requirements.
   
   Business Transfers. We may disclose or transfer information, including personal information, as part of any merger, sale, and transfer of our assets, acquisition or restructuring of all or part of our business, bankruptcy, or similar event.
   

   Protection of Rights. We may disclose information when we believe it necessary to respond to claims asserted against us, comply with some legal process (e.g., subpoenas or warrants), enforce or administer our agreement, for fraud prevention, risk assessment, investigation, and to protect the rights, property or safety of STUDIO, its users, or others.

   With your consent. We may share and disclose information with your consent or at your direction.

6. What Are The Legal Grounds For Our Processing Of Your Personal Information?
   
   When we use your information, we rely on a number of legal grounds to justify processing it. As we outline below, there are four such grounds that we rely on.
   

   Contract
   

   Our primary justification for processing your information is because it is necessary for us to fulfill our contract with you. This basis for processing your information is strictly limited to what is necessary to provide the Services found in our Terms of Service and those that you have requested from us. 

   Legitimate Interest
   

   We also rely on our legitimate interest to process your information, so long as it doesn’t conflict with your privacy rights. This means we must have a specific and necessary reason for processing your information that does not excessively intrude into your privacy rights. Our specific reasons include:

   
   ・We must process information, such as your name, email, and other information related to your user account, in anticipation that you will seek to request Services from us and to otherwise manage your account. This processing is necessary in order to organize your information and to allow you to log back on to our website and interact with the content that you have uploaded.
   
   ・We must process information that enables us to conduct internal marketing research, including logs of how users have interacted with content and Creator webpages. This is necessary as it allows us to facilitate our website’s development, and to otherwise improve the way we provide our Services to you.
   
   ・We must process your information in order to manage our relationship with you, including when you mail us questions or comments. This is necessary in order for us to process any requests, or to resolve any issues, related to your relationship with STUDIO. 
   
   ・We must process your information, such as your choice of language or location preferences, to best customize how you interact with the STUDIO platform. This is necessary as it enables us to provide more attractive and accessible services to our visitors and Creators.
   
   ・We must process your information to enforce our platform’s Terms of Service. This is necessary as it enables us to fulfill the expectations of our visitors and Creators.
   
   ・We must process your information in order to enable certain third-party service providers, such as our lawyers or accountants, to assist us in the operation and provision of our services. This is necessary for the continued compliance of our platform with relevant legal and operational requirements.
   
   ・We must process your information in the event that STUDIO is subject to any legal claim and to comply with laws and regulations. This is necessary in order for STUDIO to defend itself and to otherwise avoid any disruptions to its services.
   
   ・We must process your information in the event that STUDIO is the subject of any merger, acquisition, assignment, restructuring, or transfer of any portion of our business. This is necessary as it enables STUDIO to maintain its financial viability.
   
   Legal Obligation

   Should the need arise, we will process information on account of any legal obligations we have. For example, this could occur if subpoenaed or otherwise compelled to cooperate with local authorities.  
   

   Consent
   

   If necessary, we will also rely on your express consent to process information. This may happen, for example, when we seek to email you our newsletter. Moreover, we rely on your consent to permit certain cookies as described in our Cookie Notice. If you initially provided your consent, you may withdraw it at any time by visiting your “Account Settings.”

7. Cookies
   
   We use “cookies” to collect information about you and your activity across our site. A cookie is a small piece of information that our website stores on your computer, and accesses each time you visit, so we can understand how you use our site. Please refer to our Cookie Notice for more information.

8. How We Protect Your Information
   
   The security of your information is important to us. STUDIO has implemented a variety of measures to protect the information we collect. For example, we have implemented the following technical features:

   
   ・Firewalls to protect against intruders.
   ・Building redundancies throughout our network.
   ・Testing for and protecting against network vulnerabilities.
   ・Encryption to some sensitive information.
   
   We also maintain administrative, technical and physical safeguards that are intended to appropriately protect against accidental or unlawful destruction, accidental loss, unauthorized alteration, unauthorized disclosure or access, misuse and any other unlawful form of processing, of the personal information in our possession. 

   However, no website or internet transmission is completely secure. We urge you to take steps to keep your personal information safe, such as choosing a strong password and keeping it private, as well as logging out of your user account, and closing your web browser when you finish using the STUDIO platform on a shared or unsecured device.

9. How Long We Store Your Information
   
   We retain personal information regarding you or your use of the Services for as long as your account with us is active or for as long as needed to provide you or our Creators with the Services. We also retain personal information for as long as necessary to achieve the purposes described in this Privacy Notice, for example, to comply with our legal obligations, to protect us in the event of disputes and to enforce our agreements and to protect our and others’ interests.  

   You may delete your account by contacting us at e-mail and STUDIO will delete the personal information it holds about you (unless we need to retain it for the purposes set out in this Privacy Notice).
   

   Please note that in the course of providing the Services, we collect and maintain aggregated, anonymized or de-personalized information which we may retain indefinitely.

10. Where We Store Your Information
    
    Currently, we use Google Cloud Platform servers to host our Services. The servers are located in Japan and the United States. Your personal information may be stored in either of these locations. 

    We value the integrity of your personal information, and as a result, any transfer to servers located within the United States are governed by the Model Standard Contractual Clauses drafted by the European Commission. Any transfers made to Japan are sufficiently protected as Japan is considered by the European Commission to offer an adequate level of protection for personal information.

    
    Further, whenever we transfer or otherwise process your personal information on behalf of a third-party or a Creator located outside of the EU, we will do so in reliance on the Model Standard Contractual Clauses drafted by the European Commission. For example, you can view the use of these models in our data processing agreement that we enter into with each of our Creators here.
    

11. Access and Amend Your Information
    
    You may update or correct your account information at any time by logging in to your account and making adjustments to your “Account Settings.” You may also contact us in order to request that we amend or delete your information.
    

12. Children’s Privacy
    
    We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register. In addition, if you are a resident of the EU, you must be at least 16 years old to use our platform. If we learn that an EU resident is not of sufficient age we will delete their account.
    

13. Links To Other Websites
    
    The STUDIO platform may contain links to third-party sites or online services. We are not responsible for the practices of such third parties, whose information practices are subject to their own policies and procedures, not to this Privacy Notice.
    

14. What Happens If Our Business Is Transferred, Bought, Or Goes Bankrupt?
    
    If we or our assets are acquired, or in the unlikely event that we go out of business or enter bankruptcy, we would include information among the assets transferred to any parties who acquire us.

15. How Will You Revise This Notice?
    
    We will occasionally update this Privacy Notice to reflect company and user feedback. We strongly encourage you to periodically review this Privacy Notice to be informed of how we protect and use your information.

16. Your Rights To Your Information
    
    Please read the following table carefully. If you are a resident of the EU, it outlines your rights to your information. If you are a resident of a non-EU state, we will nonetheless make an effort to provide you with the same rights to personal information that EU residents possess.

16. Visitors to Creator Websites
    We also process personal information about visitors to Creator websites, on behalf of Creators and in accordance with our user agreements. As we mentioned at the outset of this Privacy Notice, we ask that you please note that our processing of personal information on behalf of Creators is not covered by this Privacy Notice. Instead, Creators are directly responsible for the security, integrity and authorized usage of personal information that they collect, and for obtaining consents, permissions and providing any required data subject rights and fair processing notices required for the collection and usage of such personal information.
    
    We encourage Creators to post a Privacy Notice that accurately describes their practices on data collection, use, and sharing of personal information. Creator’s control the content posted on their sites, so any disputes regarding content on a Creator’s site should be made directly to the site owner at an email address they provide. If you would like to know more about how a Creator controls your Personal Information, please contact them directly. 

    If you are a visitor of a Creator website, we will nonetheless make every reasonable effort to respond to any concerns that you may have about how a Creator is using your personal information. If you ask us to remove any information held by a Creator, we will respond to such requests in a timely manner upon verification and in accordance with applicable law. If you are a resident of the EU, this time period will likely be within 30 days.

17. Do Not Track Settings
    Most modern web browsers give you the option to send a Do Not Track signal to the websites you visit, indicating that you do not wish to be tracked. However, there is no accepted standard for how a website should respond to this signal, and we do not take any action in response to this signal. Instead, we offer you the choices described in this Notice to manage the collection and use of information about you.

18. How Can You Contact Us?
    If you have any questions or comments about this Privacy Notice, or otherwise related to how we protect your personal information, please contact us at hello@studio.design.

19. Data Controller
    The address of the controller of your personal information (data) is: 

    STUDIO Inc.

    PORTAL POINT Ebisu A2, Ebisu Garden Place Glass Square B1F, 4-20-4, Ebisu, Shibuya-ku, Tokyo, Japan, 150-6090
    
    This Privacy Notice is effective as of January 1, 2022.

We at STUDIO use “cookies” for a number of purposes that enable us to deliver our services. In this policy, we will describe cookies in greater detail and explain how we use them. If you have any questions about this policy and how we use cookies, please contact us using our e-mail address which can be found at the end of this policy.

Withdrawing Consent

If you wish to withdraw your consent to our use of cookies, we ask that you please opt out as we describe below. You may also delete, block, or disable cookies via your browser settings.

What Is A Cookie?

A cookie is a small piece of data that a website asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Some cookies are delivered to you directly by STUDIO, and we call these first-party cookies. Other cookies, however, are placed on your device by third-party companies, such as Facebook. These cookies are called third-party cookies.

Why Do We Use Cookies?

We, and our third-party partners, use a variety of cookies in order to provide you with our services. These cookies can be broken down into four categories: 

Strictly necessary cookies

These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log in to secure areas of our website, access your personal details, and otherwise prevent fraud. These cookies must be used and consenting to their use is a condition for using our services. If you elect to block these cookies, your ability to access pages on our platform will be severely curtailed. 

Functionality cookies

These are used to recognize you when you return to our website. They enable us to personalize our content for you and remember your preferences (for example, your choice of language or region).

Analytical/performance cookies

These allow us to recognize and count the number of visitors and to see how visitors move around our website when they are using it. These cookies will also help us understand if you experience any errors.

Targeting/marketing cookies

These types of cookies are used to collect information about your activities on STUDIO and other sites to provide you with targeted advertising. 

What Kinds Of Cookies Do We Use?

Below are a list of cookies that are set on your browser when you visit our website. The list is divided into first-party cookies, which we set directly, and third-party cookies, which are set by our partners. 

In addition, as you can see below, we set cookies on behalf of Google Analytics, which gathers information that allows us to understand your interactions with our platform and ultimately improve the quality of the services that we provide to you. We set these cookies directly from our domain and, as a result, they are considered first-party cookies. This data is anonymized and sent to Google. To learn more about how Google handles this data, please visit Google’s Privacy Policy.

To opt out of being tracked by Google Analytics please visit this link.

What Kinds Of Cookies Are Used on Our Site?

To view a table of first-party cookies, please visit this link. 

To view a table of third-party cookies, please visit this link.

Cookies Used on Creator Websites

Creators may set their own cookies on their websites, depending on the features they have chosen to enable, the plugins they have installed, and any customized code that they may have added. To learn more about cookies used on our Creator websites, please visit here. 

How To Delete And Block Cookies

You can opt out of each cookie category (except strictly necessary cookies) by visiting your user account’s ‘Account Settings’ page.

In addition, your browser allows you to control what cookies are permitted. This can be done by modifying the settings of your browser. To learn more about how you can do this, please consider visiting the following links:

Cookie settings in Internet Explorer

Cookie settings in Firefox

Cookie settings in Chrome

Cookie settings in Safari

To clear cookies that have previously been placed on your browser, you should select the option to clear your browsing history and ensure that the option to delete or clear cookies is included when you do so.

If you would like to learn more about cookies, and how to manage them, please visit www.allaboutcookies.org. 

Questions?

If you have any questions or comments about this cookie policy, or related to how we protect your personal information, please contact us at hello@studio.com.

This policy is effective as of January 1, 2022.

A cookie is a small piece of data that a website asks a visitor’s browser to store on their device. Cookies can improve your visitors’ browsing experience because they help websites remember preferences and understand how people use different features.

In accordance with data privacy regulations, you must inform your visitors that you are using cookies on your site. This can be done by adding a section about your site's cookies in your privacy policy. Make sure to include details about the types of cookies your site uses. 

You can also add a cookie banner. This gives your visitors the option to either accept or decline certain types of cookies, such as tracking cookies.

Types of Cookies 

Initially, the types of cookies that will be set on your website by STUDIO are analytics cookies. Analytics cookies are cookies that allow us to collect information on how users interact with your website. Below, are the analytics cookies that we set directly on your site. 

How to Disable Cookies

To stop STUDIO from setting analytics cookies on you visitors’ browsers, you can disable these cookies by visiting here.

Additional Cookies

As you develop your site, you can choose to add a variety of third-party services and customized code, each of which may add additional cookies. For example, if you elect to use Facebook Pixel to your site, then Facebooks will set additional third-party cookies on your behalf. Accordingly, the list above is not exhaustive. Nonetheless, you must comply with relevant data regulations in regard to all cookies that you do add.

Please Read Carefully

The information contained herein is not legal advice and you should not rely upon it as such. Specific requirements regarding cookies may vary between countries. As stated in our Terms of Service, it is your responsibility to ensure that your site complies with applicable laws and regulations. We strongly encourage you to consult with legal counsel to determine the requirements of such laws and regulations. 

Please note that our table of third-party cookies is not intended to be exhaustive, but rather aims to be representative. Third-party sources, such as Facebook, can alter their cookies, and their purpose, at any time. Although we make every effort to track all third-party cookies, and present information about such cookies to you, this Cookie Policy may not contain an exhaustive set of third-party cookies that can be found on our website. 

In addition you can learn more about each of the third-party sources below by following the corresponding link. The link will lead to a privacy policy that outlines how they use your personal information. When possible, we have also included links on how you can opt out of advertising.

This Data Processing Addendum (this "DPA") which forms part of, and is subject to the provisions of the Terms of Service, deals primarily with how we process personal information on behalf of users who create websites using our Services. Capitalized terms that are not defined in this DPA have the meanings set forth in the Terms of Service. References to “you” or “your” throughout this DPA are referring to the person that has agreed to this DPA. 

1. Additional Definitions. The following definitions apply solely to this DPA: 

   
   (a) the terms “controller”, “data subject”, “personal data”, “process,” “processing” and “processor” have the meanings given to these terms in the EU Data Protection Law.
   
   (b) “Breach” means a breach of the Security Measures resulting in access to STUDIO’s equipment or facilities storing Your Controlled Data and the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Your Controlled Data transmitted, stored or processed by STUDIO on your behalf and instructions through the Services.
   
   (c) “Content” means your User Content and any content provided to us from your End Users, including without limitation includes, without limitation, videos, html and other tags, JavaScript and other scripts, text, photos, images, fonts, code and other materials.
   
   (d) “EU Data Protection Law” means any data protection or data privacy law or regulation of Switzerland, the United Kingdom or any European Economic Area (“EEA”) country applicable to Your Controlled Data, including, as applicable, the GDPR and the e-Privacy Directive 2002/58/EC.
   
   (e) “GDPR” means the EU General Data Protection Regulation 2016/679.
   
   (f) “Security Measures” means the technical and organizational security measures set out TBD. 
   
   (g) “SCCs” means the Standard Contractual Clauses (2010/87/EU) set out below in Annex 1, and includes Appendix 1 and Appendix 2.
   
   (h) “Sub-Processor” means an entity engaged by STUDIO to process Your Controlled Data.
   
   (i) “Your Controlled Data” means the personal data in the Content STUDIO processes on your behalf and instructions as part of the Services, but only to the extent that you are subject to EU Data Protection Law in respect of such personal data. Your Controlled Data does not include personal data when controlled by us, including without limitation data we collect (including IP address, device/browser details and web pages visited prior to coming to Your Website) with respect to your End Users’ interactions with Your Website through their browser and technologies like cookies.

2. Applicability. This DPA only applies to you if you or your End Users are data subjects located within the EEA, United Kingdom or Switzerland and only applies in respect of Your Controlled Data. You agree that STUDIO is not responsible for personal data that you have elected to process through Third Party Services or outside of the Services.
   

3. Processing Roles and Activities.
   (a) STUDIO as Processor and You as Controller. You are the controller and STUDIO is the processor of Your Controlled Data.
   
   (b) STUDIO as Controller. STUDIO may also be an independent controller for some personal data relating to you or your End Users. Please see our Privacy Policy and Terms of Service for details about this personal data which we control. We decide how to use and process that personal data independently and use it for our own purposes. When we process personal data as a controller, you acknowledge and confirm that the Terms of Service does not create a joint-controller relationship between you and us. If we provide you with personal data controlled by us, such as in any access to data regarding your End Users’ interactions with Your Website, you receive that as an independent data controller and are responsible for compliance with EU Data Protection Law in that regard.
   
   (c) Description of Processing Activities. We will process Your Controlled Data for the purpose of providing you with the Services, as may be used, configured or modified through the Services (the “Purpose”).
   
   (d) Compliance with Laws. You will ensure that your instructions comply with all laws, regulations and rules applicable in relation to Your Controlled Data and that Your Controlled Data is collected lawfully by you or on your behalf and provided to us by you in accordance with such laws, rules and regulations. You will also ensure that the processing of Your Controlled Data in accordance with your instructions will not cause or result in us or you breaching any laws, rules or regulations (including EU Data Protection Law).
   

4. Our Processing Responsibilities. 
   (a) How We Process. We will process Your Controlled Data for the Purpose and in accordance with the Terms of Service or instructions you give us through the Services. You agree that the Terms of Service and the instructions given through the Services are your complete and final documented instructions to us in relation to Your Controlled Data. Additional instructions outside the scope of this DPA require prior written agreement between you and us, including agreement on any additional fees payable by you to us for carrying out such instructions. We will promptly inform you if, in our opinion, your instructions infringe EU Data Protection Law, or if we are unable to comply with your instructions. We will notify you when applicable laws prevent us from complying with your instructions, except if such disclosure is prohibited by applicable law on important grounds of public interest, such as a prohibition under law to preserve the confidentiality of a law enforcement investigation or request.
   
   (b) Notification of Breach. We will provide you notice without undue delay after becoming aware of and confirming the occurrence of a Breach for which notification to you is required under EU Data Protection Law. We will, to assist you in complying with your notification obligations under Articles 33 and 34 of the GDPR, provide you with such information about the Breach as we are reasonably able to disclose to you, taking into account the nature of the Services, the information available to us and any restrictions on disclosing the information such as for confidentiality. Our obligation to report or respond to a Breach under this Section is not and will not be construed as an acknowledgement by STUDIO of any fault or liability of STUDIO with respect to the Breach. Despite the foregoing, STUDIO’s obligations under this Section do not apply to incidents that are caused by you, any activity on your Accounts and/or related to Third-Party Service Providers.
   
   (c) Notification of Inquiry or Complaint. We will provide you notice, if permitted by applicable law, upon receiving an inquiry or complaint from an End User, or other individual whose personal data is included in your Content, or a binding demand (such as a court order or subpoena) from a government, law enforcement, regulatory or other body in respect of Your Controlled Data.
   
   (d) Reasonable Assistance with Compliance. We will, to the extent that you cannot reasonably do so through the Services or otherwise, provide reasonable assistance to you in respect of your fulfillment of your obligation as a controller to respond to requests by data subjects under Chapter 3 of the GDPR, taking into account the nature of the Services and information available to us. You will be responsible for our reasonable costs arising from our provision of such assistance.
   
   (e) Security Measures and Safeguards. We will maintain the Security Measures and the safeguards set out here. We may change or update the Security Measures or safeguards but will not do so in a way that adversely affects the security of Your Controlled Data. We will take steps to ensure that any natural person acting under our authority who has access to Your Controlled Data does not process it except on our instructions, unless such person is required to do so under applicable law, and that personnel authorized by us to process Your Controlled Data have committed themselves to relevant confidentiality obligations or are under an appropriate statutory obligation of confidentiality.
   
   (f) Sub-Processors. You agree that we can share Your Controlled Data with Sub-Processors in order to provide you the Services. A list of our current Sub-Processors is available upon request by sending an email to hello@studio.design. Provided that your objection is reasonable and related to data protection concerns, you may object to any Sub-Processor by sending an email to hello@studio.design. If you object to any Sub-Processor and your objection is reasonable and related to data protection concerns, we will use commercially reasonable efforts to make available to you a means of avoiding the processing of Your Controlled Data by the objected-to Sub-Processor. If we are unable to make available such suggested change within a reasonable period of time, we will notify you and if you still object to our use of such Sub-Processor, you may cancel or terminate the Services or, if possible, the portions of the Services that involve use of such Sub-Processor. Except as set forth in this Section 4(f), if you object to any Sub-Processors, you may not use or access the Services. You consent to our use of Sub-Processors as described in this Section 4(f). Except as set forth in this Section 4(f) or as you may otherwise authorize, we will not permit any Sub-Processor to access Your Controlled Data.
   
   (g) STUDIO Audits. STUDIO may (but is not obliged to) use external or internal auditors to verify the adequacy of our Security Measures.
   
   (h) Customer Audits and Information Requests. You agree to exercise any right you may have to conduct an audit or inspection by instructing STUDIO to carry out the audit described in Section 4(g). You agree that you may be required to agree to a non-disclosure agreement with STUDIO before we share any such report or outcome from such audit with you and that we may redact any such reports as we consider appropriate. If STUDIO does not follow such instruction or if it is legally mandatory for you to demonstrate compliance with EU Data Protection Law by means other than reviewing a report from such an audit, you may only request a change in the following way:
   
   (h-i) First, submit a request for additional information in writing to STUDIO, specifying all details required to enable STUDIO to review this request effectively, including without limitation the information being requested, what form you need to obtain it in and the underlying legal requirement for the request (the “Request”). You agree that the Request will be limited to information regarding our Security Measures.
   
   (h-ii) Within a reasonable time after we have received and reviewed the Request, you and we will discuss and work in good faith towards agreeing on a plan to determine the details of how the Request can be addressed. You and we agree to use the least intrusive means for STUDIO to verify STUDIO’s compliance with the Security Measures in order to address the Request, taking into account applicable legal requirements, information available to or that may be provided to you, the urgency of the matter and the need for STUDIO to maintain uninterrupted business operations and the security of its facilities and protect itself and its customers from risk and to prevent disclosure of information that could jeopardize the confidentiality of STUDIO or our users’ information.
   
   You will pay our costs in considering and addressing any Request. Any information and documentation provided by STUDIO or its auditors pursuant to this Section 4(h) will be provided at your cost. If we decline to follow any instruction requested by you regarding audits or inspections, you may cancel any affected Paid Services.
   
   (i) Questions. Upon your reasonable requests to us for information regarding our compliance with the obligations set forth in this DPA, we shall, where such information is not otherwise available to you, provide you with written responses, provided that you agree not to exercise this right more than one (1) time per calendar year (unless it is necessary for you to do so to comply with EU Data Protection Law). The information to be made available by STUDIO under this Section 4(i) is limited to solely that information necessary, taking into account the nature of the Services and the information available to STUDIO, to assist you in complying with your obligations under the GDPR in respect of data protection impact assessments and prior STUDIO. You agree that you may be required to agree to a non-disclosure agreement with STUDIO before we share any such information with you.
   
   (j) Requests. You can delete or access a copy of some of Your Controlled Data through the Services. For any of Your Controlled Data which may not be deleted or accessed through the Services, upon your written request, we will, with respect to any of Your Controlled Data in our or our Sub-Processor’s possession that we can associate with a data subject, subject to the limitations described in the Terms of Service and unless prohibited by applicable law or the order of a governmental, law enforcement or regulatory body: (a) return such data and copies of such data to you provided that you make such request within no more than ninety (90) days after the cancellation of the applicable references to paid services in our Terms of Use; or (b) delete, and request that our Sub-Processors delete, such data (excluding in the case of (a) or (b) any of such data which we maintain in order to comply with applicable law or as otherwise set forth in the Terms of Service). Otherwise, we will delete Your Controlled Data in accordance with our data retention policy.
   

5. Data Transfers.
   (a) You instruct STUDIO to transfer Your Controlled Data away from the country in which such data was originally collected to other countries globally in which STUDIO or any sub-processors operate, in particular, to the US. Unless such transfer is otherwise permitted under EU Data Protection Law, the SCCs apply between you and STUDIO to Your Controlled Data that is transferred, either directly or via onward, to any country not recognized under EU Data Protection Law as providing an adequate level of protection for Your Controlled Data. You and STUDIO are deemed to have executed and agreed to the SCCs upon the earlier of: (i) you agreeing to the Terms of Service, including any future amendments; or (ii) this DPA applying to you and/or your use of the Services in accordance with Section 2 of this DPA.
   
   (b) Where the SCCs apply:
   
   (b-i) you will comply with the SCCs and, in countries where regulatory approval is required for use of the SCCs, you are responsible for obtaining such approval;
   
   (b-ii) you agree that any sub-processor agreement to be provided to you under clause 5(j) of the SCCs is to be provided to you on your request only, is confidential and will be limited to the data protection provisions related to Your Controlled Data with commercial information redacted;
   
   (b-iii) the general consent given under Section 5 of this DPA to the use of a sub-processor is also consent under clause 11 of the SCCs;
   
   (b-iv) you will use your rights of information, reports and audit under this DPA to satisfy any requirements you have for an audit in place of your audit rights under the SCCs, unless your audit requirements cannot reasonably be satisfied in this way in which case STUDIO and you will mutually agree upon the details of the other means of audit (using the least intrusive means possible), including without limitation, as relevant, timing, duration, scope, control, manner, evidence requirements, auditor identity and fees (including for time expended by STUDIO) for the other means of audit under the SCCs. STUDIO will not use this to unreasonably delay performance of the other means of audit;
   
   (b-v) you agree that Your Controlled Data will, for the purposes of clause 12(1) of the SCCs, be deleted in the manner described in Section 4(j) of this DPA and certification of deletion is only required under clause 12(1) of the SCCs upon your request;
   
   (b-vi) references in the SCCs to provisions of Directive 95/46/EC are treated as references to the relevant and appropriate provision of the GDPR; and
   
   (b-vii) STUDIO is entitled to sever and disapply or, in accordance with the amendment clause of the Terms of Service, modify this Section 5 of the DPA, and STUDIO is entitled to terminate or replace the SCCs, in order for STUDIO to implement an alternative transfer mechanism recognized by EU Data Protection Law.
   

6. Liability. The liability of each party under this DPA is subject to the exclusions and limitations of liability set out in the Terms of Service. You agree that any regulatory penalties or claims by data subjects or others incurred by STUDIO in relation to Your Controlled Data that arise as a result of, or in connection with, your failure to comply with your obligations under the Terms of Service, this DPA or EU Data Protection Law shall reduce as applicable, STUDIO’s maximum aggregate liability to you in the same amount as such regulatory penalties, claims and/or liability incurred by us as a result.
   

7. Conflict. In the event of a conflict between this DPA and the Terms of Service, this DPA will control. Where the SCCs apply, the SCCs take priority over the Terms of Service and this DPA to the extent of any conflict or inconsistency and nothing in the Terms of Service or this DPA varies or modifies the SCCs or affects the rights of any supervisory authority or data subject under the SCCs or EU Data Protection Law.
   

8. Costs. You are responsible for any costs and expenses arising from STUDIO’s compliance with your instructions or requests pursuant to the Terms of Service (including this DPA) which fall outside the standard functionality made available generally through the Services.

Annex 1 - Standard Contractual Clauses (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection ​ 

The entity identified referred to as “You” in the DPA (the “data exporter”) 

And 

STUDIO (PORTAL POINT Ebisu A2, Ebisu Garden Place Glass Square B1F, 4-20-4, Ebisu, Shibuya-ku, Tokyo, Japan, 150-6090)

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(d-i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(d-ii) any accidental or unauthorised access; and

(d-iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

   The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   
   (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   
   (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
   

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data exporter

You are the data exporter.

Data importer

The data importer is STUDIO, the provider of the Services.

Data subjects

You, End Users and any other individuals whose personal data is included in Content.

Categories of data

Your Controlled Data relating to you, your End Users or other individuals whose personal data is included in Content which is processed as part of the Services in accordance with instructions given through the Services.

Processing operations

The Services as described in the Terms of Use and initiated by you from time to time.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

The technical and organizational security measures implemented by the data importer are as described in the following link.

Revision History

• September 22, 2022   Version 1.1  -  Add Third-Party Sources (Yahoo, Twitter, Pinterest)

• December 31, 2021   Version 1.0