Terms of Annual/Monthly Plans

1. Definitions

Unless otherwise defined in these Terms of Annual/Monthly Plans (“these Terms”), capitalized terms used throughout these Terms have the same meanings as stated in the Celsys Terms of Service ( https://www.celsys.com/en/information/celsys_terms/).

(1) Annual/Monthly Plan

“Annual/Monthly Plan” means a service provided from Celsys to a Clip Studio account holder to use the Software (defined in paragraph (2)) for a fixed period in monthly or annual units, for pay or free of charge.

(2) Software

“Software” means the version of the Software with an Annual/Monthly Plan, for which a Clip Studio account holder has entered into a Usage Agreement with Celsys for the use of the Software.

(3) Software with an Annual/Monthly Plan

“Software with an Annual/Monthly Plan” means the Software used with an Annual/Monthly Plan for pay or free of charge.

(4) Applicant

“Applicant” means a Clip Studio account holder who attempts to apply for an Annual/Monthly Plan for the Software in accordance with the process prescribed by Celsys.

(5) Contract Manager

“Contract Manager” means a Clip Studio account holder who has applied for an Annual/Monthly Plan for the Software and entered into a Usage Agreement in accordance with the process determined by Celsys.

(6) Named User

“Named User" means the person specified by Contract Manager as the user of an Annual/Monthly Plan. The Contract Manager may specify themselves or a different person as the Named User.

(7) Deliver

“Deliver” means the provision of rights to use the Software from Celsys to the Named User, based on the Usage Agreement.

(8) Device

“Device” means a Windows device, macOS device, iPad, Chromebook, Android tablet, Samsung Galaxy tablet, or Samsung Galaxy smartphone or tablet using DeX mode.

2. Entering into Usage Agreement

2.1. In order to enter into a Usage Agreement, the Applicant must have a Clip Studio account.

2.2 In the event that the Contract Manager is underage, the Contract Manager must receive permission from a person with parental authority or a guardian or other legal representative to enter into a Usage Agreement.

2.3. The Applicant shall agree with the Celsys Terms of Service and Terms of Annual/Monthly Plans before applying for an Annual/Monthly Plan in accordance with the process prescribed by Celsys.

2.4. Once the application in Article 2.3 is accepted or rejected, Celsys shall promptly contact the Contract Manager with the result of the application by notification on the Contract Manager’s My Plans page, e-mail, or other form of communication. The usage agreement shall be entered into once Celsys has communicated acceptance of the application.

2.5. Once the Usage Agreement has been entered into, the Contract Manager may not revoke it, change the terms of the agreement, or return the product for any reason whatsoever.

3. Rejection of an Application

3.1 If any of the following applies to the Applicant, Celsys may reject the application. In such case, Celsys shall not be obligated to provide a reason for rejecting the application.

(1) If the application is not made according to the process determined by Celsys.

(2) If Applicant’s rights to use these Services have been forfeited as a compulsory measure.

(3) If the Applicant has previously defaulted on usage fees or failed to perform other obligations.

(4) If the use of the credit card or bank account specified by the Applicant is suspended by the credit card company, receiving agent, or financial institution.

(5) Any other case where the application is deemed inappropriate by Celsys.

4. Usage Period, etc.

4.1. The usage period shall commence from the day that the Software is Delivered to the Contract Manager, and shall last for the duration prescribed in the usage agreement. Once the usage period expires, it shall automatically renew for a period of the same length as the initial period of use. However, if the usage fee is not paid or if the cancellation procedure has been commenced in accordance with Article 10.1, the usage period will not be renewed and shall expire on the last day of the agreed period.

If the Contract Manager is resident in Germany, in accordance with the amended German Consumer Contract Act (effective July 1, 2022), the automatic renewal of the initial subscription period is for an unspecified period, during which the contract can be terminated at any time with a one-month notice period by using the cancellation procedure on the website.

4.2. The Contract Manager understands and accepts that the use of Software without a usage fee (“Free Software”) may be ended at any time by Celsys without prior warning, regardless of the remaining time of the usage period.

5. Usage Fee

5.1. In accordance with the Usage Agreement, the Contract Manager shall pay the usage fee for the plan as determined by the usage period. The method of payment shall be determined separately by Celsys.

5.2. Celsys does not offer refunds on usage fees that have been paid.

However, in the case of a Contract Manager residing in Germany terminates the contract in accordance with Article 10, the amount of the usage fee that corresponds to the remaining period after the effective date of termination shall be refunded.

6. Activation Codes

6.1 The Named User may use activation codes in accordance with the procedures prescribed by the Company, and may use the Software without paying any Usage Fee for the period of the activation code (up to four years for activation codes that can be extended), counted from the date when the activation code is registered, in accordance with the Celsys Terms of Use.

6.2. In order to use an activation code, the Applicant must have a Clip Studio account.

6.3. By using an activation code, the Named User agrees to the following.

(1) Terms of use of the activation code shall be as defined in paragraph 8.2. The activation code cannot be used for plans other than specified. Activation codes may only be used according to the terms of each code.

(2) Each activation code may only be used once on a single Clip Studio account. It cannot be canceled or changed after use.

6.4. The Contract Manager shall ensure that the activation code is used appropriately.

7. Guarantees

7.1. Celsys guarantees to the Contract Manager only that the Software shall have usual performance at the time of Delivery. Upon receiving the Delivered Software, the Contract Manager shall promptly check the Software for defects and contact Celsys within 7 days from receipt in the event that the Software does not meet the terms of the usage agreement. In the event of no contact from the Contract Manager, it shall be deemed that the Software was Delivered to the Contract Manager with normal performance.

7.2. In the event of notification of defects as prescribed in paragraph 1, Celsys shall Deliver the Software to the Contract Manager without defects. In such case, the usage period shall commence from the date of Delivering the Software without defects. The Contract Manager shall check the newly Delivered Software again as described in paragraph 1.

7.3. If there is a period where the Software cannot be used for reasons attributable to Celsys, Celsys shall compensate by extending the usage period by the same length of time at no additional cost.

7.4. Notwithstanding paragraphs 1, 2, and 3 of this article, Celsys makes no guarantees regarding Free Software. Paragraphs 1, 2, and 3 of this article shall not apply to Free Software.

7.5. Celsys does not make any guarantees whatsoever about to the suitability or usability of the Software for any particular purpose.

8. Use and Custody of the Software

8.1. The Software with an Annual/Monthly Plan may be used only by one person, either the Contract Manager having entered into a Usage Agreement with Celsys, or the Named User specified by the Contract Manager. If a Named User other than the Contract Manager uses the Software, the Contract Manager may not use the Software.

8.2. When using an Annual/Monthly Plan, the user shall abide by the preceding Article. The number of devices that the Software may be used on and launched simultaneously are as described below for each plan category.

(1) Premium plan

The Software may be used on and launched simultaneously on 4 Devices, iPhone devices, Android smartphones, or Samsung Galaxy smartphones, as defined by Celsys.

(2)Dual-device plan

The Software may be used on and launched simultaneously on 2 Devices as defined by Celsys, iPhone, Android smartphones, or Samsung Galaxy smartphones.

(3) Single-device plan

The Software may be used on 1 Device as defined by Celsys, iPhone, Android smartphones, or Samsung Galaxy smartphone.

(4) Smartphone plan

The Software may be used on 1 iPhone, Android smartphone or Samsung Galaxy smartphone. If a Samsung Galaxy smartphone is used with DeX mode, it is considered a Device.

(5) Update Pass

The Software may be used on 1 Windows PC or macOS device. The Contract Manager must also own a Serial Authenticated Product or a Perpetual Licenses, excluding Time-Limited Licenses, as defined in the Clip Studio Paint End User License Agreement.

8.3. The Contract Manager must abide by the End User License Agreement displayed when purchasing the Software. In the event of any conflict or inconsistency between the End User License Agreement and these Terms of Annual/Monthly Plans, the Terms of Annual/Monthly Plans shall prevail.

8.4. The Contract Manager must not copy, modify (including but not limited to processing and adaptation), sublicense, publicly distribute, transfer, or lease the Software, nor provide the Software as collateral.

8.5. The Contract Manager shall ensure that the Named User abides by the End User License Agreement shown when purchasing the Software, the Celsys Terms of Service, and any other relevant terms.

8.6. The Contract Manager understands that any conduct related to the Software by Named Users other than the Contract Manager shall be seen as conduct of the Contract Manager, and accepts responsibility for such conduct.

9. Support

9.1. Celsys shall provide technical support regarding the Software to the Contract Manager at no charge by methods stated separately from these Terms. However, Celsys shall not provide support involving dispatch of technicians.

9.2. Celsys may outsource the support described in paragraph 1 to third parties.

10. Cancellation

10.1. The Contract Manager may cancel the Usage Agreement at any point during the usage period following the steps provided by Celsys. The cancellation shall come into effect from the next expiration date of the usage period after Celsys has received notice of the Contract Manager’s intent to cancel. Celsys is not obligated to refund the Contract Manager for usage fees that have already been paid.

However, if the Contract Manager resides in Germany, the cancellation of the automatically renewing subscription shall take effect one month after the notification to us, and the subscription fee for the period after the cancellation takes effect will be refunded.

11. Termination of Agreement

11.1. In the event that any of the following apply to the Contract Manager, Celsys may take measures such as terminating the Usage Agreement or suspending provision of the Annual/Monthly Plan.

(1) In the event of late payment of the usage fee;

(2) if the Contract Manager has violated laws or ordinances, these Terms of Annual/Monthly Plans, the Celsys Terms of Service, or other related terms and conditions;

(3) if the Contract Manager is or has been part of an antisocial force;

(4) if the Contract Manager is involved with antisocial forces or such involvement in the past is made clear; or

(5) any other conduct deemed inappropriate by Celsys.

11.2. In the event that Celsys terminates the usage agreement in accordance with the preceding paragraph, the final day of the usage period shall be the day on which the Contract Manager is notified by Celsys of the termination.

11.3. In the event that Celsys terminates the Usage Agreement or ceases provision of an Annual/Monthly Plan in accordance with Paragraph 1, Celsys is not obligated to refund the Contract Manager for usage fees that have already been paid.

12. End of Agreement

The Usage Agreement may be ended by the Contract Manager via cancellation or by Celsys via termination.

13. Deletion Obligation

Once the provision of the Annual/Monthly Plan is ceased in accordance with Article 11, the Contract Manager shall delete the Software from all installed Devices and iPhone, Android, or Samsung Galaxy smartphone devices if requested to do so by Celsys. In the event that other data including with the Software (including but not limited to materials, graphics, illustrations, or images) have been saved or used separate to the Software, the Contract Manager shall delete or destroy such data.

14. Disclaimers

14.1. Unless otherwise stated in the Celsys Terms of Service or other relevant terms, Celsys does not accept any responsibility and will not be liable for any loss or damage to the Contract Manager in connection with the use of an Annual/Monthly Plan.

14.2. In the event that Celsys is held liable for damages to the Contract Manager, Celsys shall be liable up to the total amount of usage fees paid by the Contract Manager under the Usage Agreement within the past 6 months, only to the extent of actual direct damages The Contract Manager must claim damages from Celsys within 1 year of incurring the damages.

14.3. Celsys does not accept any responsibility for damages incurred to Contract Manager as a result of the Usage Agreement being terminated or the provision of the Annual/Monthly Plan being ceased in accordance with Article 11.

14.4. Celsys does not accept any responsibility for damages incurred due to circumstances beyond its reasonable control, including but not limited to: natural disasters such as earthquakes, volcanic eruptions, tsunamis, and landslides; acts of war, terrorism, or civil war.

15. Changes to these Terms

15.1. Celsys may change these Terms of Annual/Monthly Plans at its discretion. The changed Terms of Annual/Monthly Plans shall be effective immediately from being displayed on the Service. Clip Studio account holders shall accept the changed Terms of Annual/Monthly Plans shown on the Service before using the Service.

15.2. Celsys shall establish a notification period in advance, and shall notify Clip Studio account holders in advance by email and on the Service of the purpose of the changes, the content of the changes, and the effective date of the changed terms.

15.3. Celsys does not accept any responsibility for damages incurred to the user due to changes to these Terms of Annual/Monthly Plans. However, this shall not apply in the case of intentional damages or gross negligence by Celsys.