Terms of Service

Article 1 (Application)

These Terms govern the conditions under which the Service is provided and the rights and obligations between us and each user, and apply to all matters relating to use of the Service.

Any explanations or notices we publish within the Service form part of these Terms. If an individual provision conflicts with these Terms, the individual provision prevails.

Article 2 (Definitions)

• "Imaginest Studio" means the brand name for the Service, comprising Scriptnest, Boardnest, Pipenest and the shared account platform.
• "Account" means the login credentials issued at accounts.imaginest-studio.com and shared across the three services.
• "User Content" means scripts, storyboards, production information, images and any other data that a user enters or stores in the Service.
• "Production" means a unit of work created in Pipenest, including the Scriptnest script and Boardnest storyboard linked to it.
• "Paid Plan" means the Basic and Pro plans; "Free Plan" means the Free plan.
• "Business User" means a corporation, organisation or individual using the Service for business purposes.
• "Consumer User" means an individual who is not a Business User.

Article 3 (Registration)

1. To register, you must agree to these Terms and the Privacy Policy and apply in the manner we specify. Registration requires confirmation via a link sent to the email address you provide.
2. You must provide true and accurate information when registering and promptly correct it if it changes.
3. You are responsible for managing your password and Account, and may not allow a third party to use, borrow, transfer or sell them.
4. Any operation performed through an Account is deemed to be performed by the holder of that Account, except where caused by our willful misconduct or gross negligence.
5. We may refuse registration if the applicant has provided false information, has previously breached these Terms, or if we otherwise reasonably determine that registration is not appropriate.

Article 4 (Age)

The Service is available to users aged 13 and over. If you are under 18, you must obtain the consent of a parent or legal guardian before registering or subscribing to a Paid Plan.

Article 5 (Fees and subscriptions)

1. The Service offers a Free Plan and Paid Plans, which differ in the number of projects that can be created and the number of collaborators that can be invited per production. The contents and prices of each plan are published on the plan page within the Service and in the Notation Based on the Act on Specified Commercial Transactions.
2. Payments for Paid Plans are processed through the payment service provided by Stripe, Inc. We do not retain credit card numbers or similar payment details.
3. Unless cancelled, a Paid Plan renews automatically on the same terms at the end of each billing period.
4. You may cancel at any time. Cancellation takes effect at the end of the period already paid for, and you may continue to use the Paid Plan features until then.
5. Except where required by law, we do not provide pro-rated or other refunds.
6. If we change prices or plan contents, we will notify you of the change and its effective date in advance, by posting within the Service or by sending a message to your registered email address.

Article 6 (Rights in User Content)

1. Copyright and all other rights in User Content belong to the user or the rightful owner of those rights. We acquire no such rights.
2. We may copy, store and process User Content only to the extent necessary to provide and maintain the Service, respond to incidents, take backups and comply with legal requirements.
3. We do not use User Content for advertising, promotion, machine-learning training data, or any purpose other than providing the Service, without your prior consent.
4. You represent that you hold the rights necessary for your User Content and that it does not infringe the rights of any third party.

Article 7 (AI features and external API keys)

1. The Service may offer writing assistance, image generation and similar features that use external generative AI services (such as Google Gemini, Anthropic Claude and OpenAI).
2. When you use these features, the content you enter and the necessary context are transmitted to the relevant external service. Handling of the transmitted information is governed by the terms and privacy policy of that external service.
3. If you register and use your own API key (BYOK), you are solely responsible for managing that key, for your contract with the external provider and for the associated usage fees.
4. AI output is not guaranteed to be accurate, complete or useful, nor to be free from infringement of third-party rights. You are responsible for reviewing output before relying on it.

Article 8 (Sharing and collaboration)

1. You may invite other users to a production you own by email address and grant them a role (editor, commenter or viewer) for collaborative editing. The maximum number of invitees depends on your plan.
2. When sending an invitation, you must confirm that the recipient is the intended person and that you have the authority necessary to disclose the shared content to them.
3. The owner of a production may change a member’s role or revoke sharing at any time.

Article 9 (Prohibited conduct)

You must not engage in any of the following when using the Service.

• Acts that violate laws or public order and morals
• Acts connected with criminal activity
• Acts that infringe copyright, trademark, portrait rights, privacy or any other right or interest of a third party
• Registering or transmitting content that defames other users or third parties, or that promotes discrimination
• Registering or transmitting content relating to the sexual exploitation of children, or any other content prohibited by law
• Acts that damage or place an improper load on the servers or network of the Service
• Acts that may interfere with the operation of the Service
• Using another user’s Account without authorisation, or allowing a third party to use your Account
• Reverse engineering, decompiling, disassembling or otherwise analysing the Service, except where permitted by law
• Reselling, redistributing or otherwise commercially exploiting the Service without our prior written consent
• Unauthorised access, exploitation of vulnerabilities, circumvention of authentication, or attempts to do any of these
• Any other conduct that we reasonably determine to be inappropriate

Article 10 (Suspension and deletion of Accounts)

1. We may suspend your use of the Service or delete your Account without prior notice if you breach these Terms, if your registration details are false, or if we otherwise reasonably determine that continued use is not appropriate.
2. You may delete your Account at any time from the settings screen of the Service. We require you to re-enter your password to confirm your identity.
3. When an Account is deleted, productions, scripts, storyboards and other data owned by that user are deleted or transferred to another collaborator in the manner we specify. Deleted data cannot be restored.
4. Deleting an Account cancels any Paid Plan, but fees already paid are not refunded.

Article 11 (Changes, interruption and termination of the Service)

1. We may change the content of the Service, or add or discontinue features, without prior notice.
2. We may interrupt all or part of the Service without prior notice for maintenance, in the event of a failure, or due to natural disaster or other unavoidable circumstances.
3. If we terminate all or part of the Service, we will give notice within a reasonable period by posting within the Service or by sending a message to your registered email address. For Paid Plans, we will refund fees corresponding to the unused portion of the period after termination.

Article 12 (Disclaimer)

1. We do not warrant that the Service is fit for your particular purpose, that it has the expected functionality, accuracy or usefulness, or that it will be free from interruption, error or defect.
2. We endeavour to maintain backups of User Content but do not guarantee their completeness. You are responsible for backing up important data yourself.
3. Except where attributable to us, we are not liable for damage arising from failures or specification changes of external services (payment, generative AI, email delivery and the like).
4. Any dispute between you and another user or a third party shall be resolved at your own responsibility and expense.

Article 13 (Limitation of liability)

1. Except in cases of our willful misconduct or gross negligence, our total liability to you is limited to the total amount of fees you paid to us during the twelve (12) months preceding the event giving rise to the damage.
2. Except in cases of our willful misconduct or gross negligence, we are not liable for special damages, lost profits, loss of data or other indirect damages.
3. If you qualify as a consumer under the Japanese Consumer Contract Act, any provision of this Article that conflicts with that Act or other mandatory law does not apply.

Article 14 (Changes to these Terms)

1. We may amend these Terms in accordance with applicable law.
2. If we amend these Terms, we will notify you of the amended content and its effective date before that date, by posting within the Service or by sending a message to your registered email address.
3. If you do not agree to the amended Terms, you may delete your Account before the effective date. If you continue to use the Service on or after the effective date, you are deemed to have agreed to the amended Terms.

Article 15 (Severability and assignment)

1. If any provision of these Terms is held invalid or unenforceable, the validity of the remaining provisions is not affected.
2. You may not assign or pledge your status under these Terms, or any right or obligation arising from them, to a third party without our prior written consent.

Article 16 (Governing law and jurisdiction)

1. These Terms shall be governed by the laws of Japan.
2. For Business Users, any disputes shall be subject to the exclusive jurisdiction of the Fukuoka District Court (Japan) in the first instance.
3. For Consumer Users, notwithstanding the preceding paragraph, mandatory consumer protection laws of the user’s country of residence may apply, and disputes may be brought before the competent court of the user’s residence. All other provisions of these Terms continue to apply in full.
4. For users residing in the United States, Article 17 (Special provisions for United States residents) applies and prevails over this Article.

Article 17 (Special provisions for United States residents — arbitration and class action waiver)

This Article applies only to users residing in the United States and shall be construed under the Federal Arbitration Act. It does not apply to users residing outside the United States.

1. Arbitration: You and we agree that any dispute relating to the Service or these Terms shall be resolved by binding arbitration on an individual basis under the Consumer Arbitration Rules of the American Arbitration Association (AAA), or its Commercial Arbitration Rules where the user is a Business User, rather than in court. Arbitration shall be conducted on the basis of written submissions or remotely wherever possible; if an in-person hearing is required, it shall take place in the county where you reside or at a location the parties agree upon.
2. Small claims exception: Either party may bring a claim in small claims court if the claim qualifies for that court’s jurisdiction.
3. Class action waiver: You and we agree that any proceedings will be conducted solely on an individual basis and not as a class action. The operative wording is set out below.
4. Jury trial waiver: To the extent permitted by applicable law, you and we waive any right to a trial by jury.
5. Opt-out: If you do not wish to be bound by the arbitration agreement in this Article, send a notice stating your name, your registered email address and your intention to opt out of arbitration to support@imaginest-studio.com within 30 days of the date you accepted these Terms (the date your account was created). If you opt out within that period, this Article does not apply to you and Article 16 applies instead. We will not treat you adversely for opting out.
6. Severability: If paragraph 3 (class action waiver) is held unenforceable, this entire Article shall not apply and disputes shall be resolved in accordance with Article 16. If any provision of this Article other than paragraph 3 is held unenforceable, the remaining provisions shall remain in effect.

CLASS ACTION WAIVER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION.

Article 18 (Contact)

For enquiries about these Terms or the Service, please contact us at: