Jitera Service Terms of Use

These Terms of Use (the "Terms") set forth the terms and conditions for the use of those services provided by Jitera, Inc. (the "Company") that are specified in a Purchase Order, etc. (as defined in Article 3) as being subject to these Terms.

Any person who does not agree to these Terms may not use the Service.

Chapter 1: General Provisions

Article 1 (Purpose and Scope of Application)

These Terms are intended to set forth the terms and conditions for the use of the Service and the rights and obligations between the Company and the User.
The User shall comply with these Terms when using the Service, regardless of the type of terminal used, whether access is via website, application, or API, or any other method or manner of use.
Where an individual belonging to a corporation uses the Service in the course of that corporation's business, such individual shall be deemed to have the due authority to agree to these Terms on behalf of the corporation and to enter into this Usage Agreement with the Company on its behalf. In such case, the corporation shall be the User.

Article 2 (Structure and Order of Priority of the Agreement)

These Terms and the Purchase Order, etc. together constitute this Usage Agreement.
If there is any conflict or inconsistency between these Terms and the Purchase Order, etc., the Purchase Order, etc. shall prevail over these Terms, except as otherwise expressly provided.

Article 3 (Definitions)

The following terms used in these Terms shall have the meanings set forth below.

(1)"User" means the corporation that has entered into this Usage Agreement with the Company.
(2)"Usage Agreement" means the agreement regarding use of the Service entered into between the Company and the User in accordance with these Terms and the Purchase Order, etc.
(3)"Service" means those services provided by the Company that are specified in the Purchase Order, etc. as being subject to these Terms.
(4)"Purchase Order, etc." means the Company's prescribed document (regardless of its title) that sets forth the target service, usage fees, contract term, and other individual conditions in connection with an application to use the Service, as well as any other individual agreement between the Company and the User.
(5)"Effective Date" means the Order Date (meaning the date on which the User submits the Purchase Order, etc. to the Company by the method prescribed by the Company and the Company receives it).
(6)"Usage End Date" means the last day of the initial contract term or a renewal term.
(7)"Renewal Effective Date" means the day following the Usage End Date.
(8)"External AI" means a large language model, generative AI, or other AI service provided by an external business operator (including models that generate responses as well as models that perform embedding, content inspection/screening, query expansion, re-ranking, summarization, and other processing, and including use via an API).
(9)"Input Data" means data that the User (including its officers, employees, and other related persons) inputs into or transmits to the Service (including input prompts, source code, files, etc.).
(10)"Context Information" means information that the Service extracts or generates from Input Data and the output of External AI and accumulates.
(11)"Account Data" means information regarding the User and its officers, employees, and other related persons (including personal information such as the name and contact details of the person in charge) that the User provides to the Company for use of the Service.
(12)"Request/Response Logs" means information that the Service records and stores regarding requests to, and responses from, External AI.
(13)"Token" means a unit of characters or words that External AI uses as a unit of processing or computation.
(14)"Usage Fees" means all fees and charges determined by the Company as consideration for use of the Service.
(15)"Administrator" means a user designated by the User who has administrative authority over the Service.
(16)"API Key" means the authentication information used to access the Service.
(17)"Scope" means the unit to which a usage limit amount or access authority applies, referring to the scope of an organization, team, user, or API key.
(18)"Company Site" means the website operated by the Company.
(19)"Laws and Regulations" means laws, cabinet orders, regulations, orders, ordinances, guidelines, and other norms.
(20)"Anti-Social Forces" means organized crime groups (bōryokudan), corporations affiliated with organized crime groups, racketeer groups (sōkaiya), groups engaging in criminal activity under the pretext of social campaigns, groups engaging in criminal activity under the pretext of political activities, special intelligence violent groups, and other groups or their members engaging in anti-social activities.

Article 4 (Amendment of these Terms)

The Company may amend these Terms without obtaining the User’s consent in either of the following cases:
1. (1)where the amendment to these Terms conforms to the general interest of Users; or
2. (2)where the amendment to these Terms does not contravene the purpose of this Usage Agreement and is reasonable in light of the necessity for the amendment, the appropriateness of the content after amendment, and other circumstances relating to the amendment.
Where the Company amends these Terms pursuant to the preceding paragraph, the Company shall notify Users of the fact of the amendment, its content, and its effective date by posting on the Company Site or by any other method set forth in Article 44, a reasonable period prior to the effective date of the amended Terms.
If the User uses the Service on or after the effective date of the amended Terms, the User shall be deemed to have agreed to such amendment.
Notwithstanding the preceding three paragraphs, the Company may amend these Terms with the consent of the User.

Chapter 2: Formation of the Agreement; Contract Term

Article 5 (Formation of this Usage Agreement)

A corporation wishing to use the Service (the "Applicant") shall apply to enter into this Usage Agreement by agreeing to these Terms and the Privacy Policy and submitting to the Company, by the method prescribed by the Company, the Purchase Order, etc. and any other information separately requested by the Company (the "Registration Information").
This Usage Agreement shall be formed at the time the User submits the Purchase Order, etc. and the Registration Information to the Company; provided, however, that the Company may, within a reasonable period, withdraw its acceptance of the application under the preceding paragraph in accordance with the Company's standards, in which case this Usage Agreement shall be deemed never to have taken effect from the outset.
Upon formation of this Usage Agreement, the Company shall issue an account for the Service to the User by the method prescribed by the Company.
The Company may decline to accept the application under paragraph 1 if the Company determines that the Applicant falls, or may fall, under any of the following items; provided that the Company shall bear no obligation whatsoever to disclose its reasons for declining:
1. (1)where all or part of the Registration Information provided to the Company is false, incorrect, or incomplete;
2. (2)where a person other than the Applicant has made the application without obtaining the Applicant's own consent;
3. (3)where the Applicant currently or in the past belonged to Anti-Social Forces, or otherwise has any association or involvement with Anti-Social Forces;
4. (4)where the Applicant, or a person the Company determines to be related to the Applicant, has in the past had this Usage Agreement or any other agreement with the Company terminated, has been subject to a refusal, cancellation, or other measure regarding use of the Service or any other Company service, or has breached this Usage Agreement or any other agreement with the Company;
5. (5)where the Applicant conducts a business similar to or competing with that of the Company, or is an officer, employee, or related person of a business operator conducting a business similar to or competing with that of the Company; or
6. (6)where the Company otherwise determines it to be inappropriate.
If there is any change to the Registration Information, the User shall promptly notify the Company of such change by the method prescribed by the Company.
The User shall be responsible for ensuring that use of the Service by its officers, employees, and other related persons complies with these Terms. The User shall be liable for any damages arising from use by unauthorized persons.

Article 6 (Contract Term and Renewal)

The commencement date of use of the Service and the initial contract term shall be as set forth in the Purchase Order, etc.
Unless otherwise provided in the Purchase Order, etc., if neither the Company nor the User gives the other party written notice (including by electronic means) of non-renewal of this Usage Agreement by no later than 30 days prior to the Usage End Date, this Usage Agreement shall automatically renew from the Renewal Effective Date for the same term and under the same conditions as before, and the same shall apply thereafter; provided, however, that the version of these Terms and the Usage Fees in effect as of the Renewal Effective Date shall apply.

Chapter 3: Use of the Service

Article 7 (Content of the Service)

The content, functions, and specifications of the Service shall be as set forth in the Purchase Order, etc. and in the service specifications, proposals, and other documents separately prepared by the Company and delivered to the User (collectively, the "Specifications, etc.").
The Company shall present the Specifications, etc. to the User by an appropriate method.

Article 8 (Management of Passwords and API Keys)

The User shall, at its own responsibility, appropriately manage authentication information such as API keys and passwords, and shall not allow any third party to use such information, nor lend, transfer, sell, or otherwise dispose of it.
The User shall be liable for any damages arising from inadequate management of authentication information, errors in use, use by a third party, or otherwise.
If authentication information is leaked or there is a risk of leakage, the User shall immediately notify the Company and take necessary measures in accordance with the Company's instructions.

Article 9 (Prohibited Acts)

In connection with use of the Service, the User shall not, itself or through a third party, engage in any of the following acts:

(1)an act that violates these Terms;
(2)an act that violates any Laws and Regulations (including, without limitation, laws and regulations relating to export control);
(3)an act that violates the terms of use applicable to the use of External AI (including, without limitation, access from a country prohibited by such terms of use, or use for military purposes);
(4)a criminal act, or an act that abets or facilitates a criminal act;
(5)an act of fraud or intimidation against the Company or a third party;
(6)an act that is contrary to public order and morals, or that risks being so;
(7)an act of providing benefits to Anti-Social Forces or otherwise being involved with Anti-Social Forces;
(8)an act that infringes or risks infringing the intellectual property rights, right of publicity, privacy rights, reputation, or other rights or interests of the Company or a third party;
(9)an act of defaming or slandering the Company or a third party;
(10)an act of providing false information, or knowingly providing inaccurate information, to the Company;
(11)an act of impersonating a third party;
(12)an act of falsifying, altering, or deleting all or part of information relating to the Service, or an act that risks doing so;
(13)except where expressly permitted under these Terms or otherwise separately permitted by the Company, an act of disclosing, reproducing, selling, publishing, or otherwise using information obtained through the Service (including Input Data, Context Information, and Request/Response Logs) to or by a third party;
(14)except where separately agreed with the Company, an act of granting an account for the Service to, or allowing use of the Service by, any third party other than the User (including its officers and employees);
(15)an act of reselling or lending an API key or direct access to External AI to a third party;
(16)an act of reproducing, distributing, or wrongfully disclosing any part of the Service;
(17)an act of imposing an excessive load on the Company's network or systems, etc.;
(18)an act of gaining unauthorized access to, or attempting unauthorized access to, the Company's network or systems, etc.;
(19)an act of modifying, deleting, decompiling, disassembling, or reverse engineering any program relating to the Service or the Company Site, or of using network monitoring or detection software to determine the site architecture of the Company Site;
(20)an act of interfering with or impairing the integrity or security of the Service's systems, or of attempting to decipher transmissions to or from the server on which the Service runs;
(21)an act of interfering with the operation of the Service;
(22)an act of damaging, or risking damage to, the Company's reputation or credibility;
(23)an act of causing damage to the Company or a third party;
(24)an act equivalent to any of the foregoing items;
(25)an act of directly or indirectly causing or facilitating any of the foregoing acts; or
(26)any other act that the Company determines to be inappropriate.

Chapter 4: Use of External AI

Article 10 (Use of External AI)

The Service is provided using External AI. In using External AI through the Service, the User shall comply with the terms of use and policies established by the provider of such External AI.
The Company shall not be liable for any change to the content of the Service, or any damages incurred by the User, arising from a service failure of External AI, a change to a model or specification, a change to the terms of provision or terms of use, rate limiting, or discontinuation of provision, or the like. The User acknowledges in advance that certain functions of the Service may be restricted or changed as a result of changes to the terms of the provider of External AI.
The Company may add, reduce, or reformat requests transmitted to External AI for purposes such as token efficiency, context supplementation, and ensuring security.
In addition to the processing described in the preceding paragraph, the Company may, through the Service's inspection functions, reject all or part of a request or response, or transmit it after replacing the relevant portion. The Company shall not be liable for any interruption of the User's work or any damages arising from the results of such inspection (including rejection or replacement due to a false positive), except where the Company has acted with intent or gross negligence.
The preceding paragraphs shall apply mutatis mutandis to external services other than External AI (meaning search engines and other services provided by external business operators that are necessary for the provision of the Service (including use via an API); the same shall apply hereinafter).

Article 11 (No Warranty Regarding Output of External AI)

The Company does not warrant the legality, accuracy, completeness, currency, usefulness, fitness for a particular purpose, or non-infringement of third-party rights of any output of External AI.
The Company shall not be liable for the output of External AI even where such output changes as a result of the Service having added, reduced, or reformatted a request.
Use of the output of External AI (including incorporation into deliverables or any other use) shall be at the User's own discretion and responsibility, and the Company shall not be liable for any damages incurred by the User or a third party arising from such output or its use, except where the Company has acted with intent or gross negligence.

Chapter 5: Handling of Input Data

Article 12 (Accumulation and Use of Input Data)

The Service shall accumulate and store Request/Response Logs and Context Information in accordance with the specifications separately determined by the Company as part of the Service.
Accumulated Input Data and Context Information shall be used only within the scope of the relevant User's organization. Data belonging to different organizations shall not be shared or referenced across organizations. The scope of sharing within an organization (e.g., by team or organization-wide) shall be as set in the settings designated by the User on the Service.
The Company shall not provide Input Data or Context Information to any third party (excluding the Company's affiliates and subcontractors under Article 33; provided that provision to the Company's affiliates or subcontractors shall be limited to the scope the Company deems necessary for the provision of the Service) without the User's prior consent, nor shall it use such data to train AI models; provided, however, that this shall not apply to the transmission of Input Data or Context Information to External AI or other external services to the extent necessary for the provision of the Service, or to any other handling set forth in these Terms.
The User represents and warrants that it holds the necessary rights in the Input Data, or has obtained appropriate permission from the rights holder. The User shall be liable for any damages arising in connection with infringement of the intellectual property rights, trade secrets, or other rights of a third party contained in the Input Data.

Article 13 (Storage of Request/Response Logs)

The Company may record and store Request/Response Logs for the operation, quality management, and billing calculation of the Service.
The scope of storage of Request/Response Logs shall be as separately determined by the Company as part of the Service's specifications.
The retention period for Request/Response Logs shall be as separately determined by the Company.

Article 14 (Backup and Responsibility for Data Management)

As a general policy, the Company shall take backups of Input Data and other data stored in the Service, to an appropriate extent, and retain such backups for 14 days from the date of acquisition; provided, however, that the Company does not guarantee such retention. Details of backup acquisition shall be as separately determined by the Company as part of the Service's specifications.
With respect to loss or corruption of data that can be recovered by restoration from a backup, the Company shall respond by carrying out such restoration to the extent possible.
The Company's liability for loss or corruption of data that cannot be recovered by restoration from a backup shall be as set forth in Article 42.
The User shall endeavor to take measures such as downloading and storing important data itself.

Chapter 6: Handling of Account Data

Article 15 (Handling of Account Data and Personal Information)

The Company shall handle personal information contained in Account Data in accordance with the Company's Privacy Policy (https://jitera.com/ja/privacy-policy/).
The User represents and warrants that, in providing Account Data, it has taken the procedures necessary under the Act on the Protection of Personal Information and other applicable Laws and Regulations, including notification to, or announcement to, the data subject.
Where the User inputs personal data into the Company's services, the Company's separately established data processing policy shall apply.

Chapter 7: Fees

Article 16 (Usage Fees)

The User shall pay the Usage Fees set forth in the Purchase Order, etc. or in the fee schedule posted by the Company on the Company Site (the "Fee Schedule") as consideration for use of the Service. Details of the Usage Fees (billing method, unit price, payment method, payment due date, etc.) shall be as set forth in the Purchase Order, etc. or the Fee Schedule. The Fee Schedule forms part of these Terms.

The Company may change the content of the Fee Schedule (including the fee amount, billing method, and plan structure). Unless otherwise provided in the Purchase Order, etc., such change shall apply to the relevant User from the next Renewal Effective Date, and the Company shall notify the User of the content of the change by the method set forth in Article 44.
A User who does not agree to the change under the preceding paragraph may terminate this Usage Agreement as of the Usage End Date, without being subject to the changed fees, by giving notice of non-renewal of this Usage Agreement as set forth in Article 6, paragraph 2.
Notwithstanding paragraph 2, the Company may apply, from a date determined by the Company, any change that does not disadvantage the User (including a reduction in fees or the addition of a plan).
If the User delays payment of the Usage Fees, the User shall pay the Company late payment interest at the rate of 14.6% per annum.

Article 17 (Usage Limits)

In order to ensure the stable provision of the Service and a fair usage environment, the Company may set, for each fee plan, an available usage volume for the Service (measured in the number of tokens that can be processed, the number of requests, credits, or any other unit determined by the Company; the "Usage Limit"). The Usage Limit shall be as set forth in the Purchase Order, etc. or the Fee Schedule.
Any Usage Limit displayed in the Fee Schedule or elsewhere on the Company Site is a guideline for a standard usage environment, and the Company does not guarantee that the stated usage volume will actually be available. The volume actually available may fluctuate depending on the specifications and availability of External AI, the overall system load, the addition, reduction, or reformatting of requests (Article 10, paragraph 3), and other factors.
Any change to the Usage Limit shall be treated as a change to the specifications of the Service and shall be governed by Article 24.
Even where a change to the Usage Limit that is disadvantageous to the User under the preceding paragraph or Article 4 is not, or may not be, given effect under Article 548-4 of the Civil Code or other applicable law, the Company may nonetheless make such change by satisfying all of the following:
1. (1)notifying the User of the content of the change by the method set forth in Article 44, a reasonable period prior to the effective date of the change;
2. (2)granting a User who does not agree to the change the right to cancel this Usage Agreement for the future by notifying the Company at any time prior to the effective date of the change; and
3. (3)where cancellation under item (2) occurs, refunding to the User, on a pro-rata basis, the portion of the Usage Fees already paid that corresponds to the period after the date of cancellation.
The treatment when the User's usage volume reaches the Usage Limit (including restriction of all or part of use of the Service, continued use conditional on payment of an additional fee, or continued use (including pay-as-you-go billing) or suspension of use selected through settings on the Service (where such selection function is provided)) shall be as set forth in the Purchase Order, etc., the Fee Schedule, or the settings on the Service.

Article 18 (Budget Cap and Usage Restriction)

Where the Service includes a budget cap setting function, the User may set a monthly usage limit amount for each Scope (organization, team, user, or API key) through the administrative screen.
Once a usage limit amount is reached, subsequent requests to External AI within the relevant Scope shall automatically be stopped.
An increase to a usage limit amount may be made by an Administrator through the administrative screen.

Chapter 8: Consulting

Article 19 (Application of this Chapter)

The provisions of this Chapter shall apply where the Company and the User have agreed, by way of a Purchase Order, etc., that the Company will provide consulting services or other advisory or support services relating to the use of the Service (the "Consulting Services").
If there is any conflict or inconsistency between the provisions of this Chapter and any other provision of these Terms with respect to the Consulting Services, the provisions of this Chapter shall prevail.

Article 20 (Content of the Consulting Services)

The content, scope, term of performance, method of performance, consideration, and payment terms of the Consulting Services, as well as any other conditions relating to the Consulting Services, shall be as set forth in the Purchase Order, etc.

Article 21 (Method of Providing the Services)

The Company shall provide the Consulting Services with the due care of a prudent manager.
Unless otherwise provided in the Purchase Order, etc., the Consulting Services shall be provided as a quasi-mandate (jun-inin), and the Company does not undertake to complete any work or to achieve any specific result or outcome.
The Company shall have discretion regarding the specific manner of performing the Consulting Services and may select or change the personnel engaged in performing the Consulting Services.

Article 22 (User's Cooperation)

The User shall, without delay, provide the materials and information necessary for the performance of the Consulting Services, prepare the necessary environment, make decisions, and provide any other cooperation reasonably requested by the Company.
The User shall be responsible for the accuracy and completeness of the materials and information it provides to the Company, and the Company shall not be liable for any result arising from having performed the Consulting Services in reliance on such materials and information.
If the performance of all or part of the Consulting Services is delayed or becomes impossible due to the User's failure to provide the cooperation described in the preceding paragraph, the Company shall not be liable for any damages incurred by the User as a result, and shall not lose its right to receive payment of the consideration for work already performed.

Article 23 (Handling of Deliverables)

All intellectual property rights and other rights relating to reports, materials, and other deliverables prepared by the Company in connection with the Consulting Services and provided to the User (the "Deliverables") shall belong to the User, except for any such rights previously held by the Company or a third party.
With respect to any intellectual property rights reserved to the Company or a third party under the preceding paragraph, the Company grants the User a royalty-free license to freely use such rights; provided that, where use is subject to certain restrictions because a third party holds rights therein or for similar reasons, and the Company has indicated as much, such restrictions shall apply.
The Company may freely use the general knowledge, experience, know-how, ideas, and the like obtained through the performance of the Consulting Services, to the extent this does not involve the User's confidential information.

Chapter 9: Change, Suspension, and Termination of the Service

Article 24 (Change, Suspension, and Interruption of the Service)

The Company may, where it determines it necessary, change, modify, or add to all or part of the content of the Service without prior notice to the User. Changes to the specifications of the Service include changes to the number of tokens or other Usage Limits available under a given fee (Article 17). The Company shall endeavor to give prior notice where it makes a change that would cause material disadvantage to the User.
The User acknowledges in advance that all or part of the provision of the Service may be temporarily suspended or interrupted, or that the Service may become unavailable, upon the occurrence of any of the following:
1. (1)where provision of the Service becomes temporarily difficult due to the usage conditions of other users;
2. (2)where periodic or emergency inspection or maintenance work is carried out on hardware, software, communication equipment, or other related equipment or systems relating to the Service;
3. (3)where provision of the Service becomes difficult due to a failure of a computer or communication line, an operational error, excessive concentration of access, unauthorized access, hacking, or other unforeseen cause;
4. (4)where a security issue relating to the Service arises;
5. (5)where a service failure or discontinuation of provision of External AI occurs;
6. (6)where a natural disaster, war, threat of war, blockade, embargo, revolution, riot, epidemic or other infectious disease, destruction or damage to goods or facilities, fire, typhoon, earthquake, flood, or other cause beyond the Company's control occurs;
7. (7)where operation of the Service becomes difficult due to Laws and Regulations or measures based thereon; or
8. (8)any other reason the Company determines to be necessary, equivalent to the foregoing items.
The Company shall not be liable for any damages incurred by the User arising from the Company's acts described in this Article.

Article 25 (Discontinuation of the Service)

The Company may discontinue all or part of the Service (including on a per-service or per-function basis) after giving the User reasonable prior notice.
The Company shall not be liable for any damages incurred by the User arising from discontinuation of the Service, except where the Company has acted with intent or gross negligence.
Even upon discontinuation of the Service or termination of this Usage Agreement, the User shall not be released from any obligation or liability that has already arisen under these Terms.

Chapter 10: Withdrawal; Cancellation

Article 26 (Withdrawal)

The User may withdraw from the Service in accordance with the procedure prescribed by the Company.
Any obligation or liability that has already arisen under these Terms shall not be extinguished upon withdrawal.
The User agrees in advance that, following withdrawal, the Company may use information relating to the User in accordance with the Privacy Policy, and may use such information as statistical data from which specific Users cannot be identified.

Article 27 (Mid-Term Cancellation)

The User may not cancel this Usage Agreement prior to the expiration of its term, except where there is a cause attributable to the Company or as otherwise provided in these Terms. In such case, the Company shall not refund any Usage Fees already received.
Where the User cancels the agreement due to a cause attributable to the Company, the necessity for, and amount of, any refund shall be determined through good-faith consultation between the Company and the User.

Article 28 (Suspension of Use and Termination of the Agreement)

The Company may, without prior notice, suspend the User’s use of all or part of the Service, or terminate this Usage Agreement, if it determines that the User falls under any of the following:
1. (1)where the User has violated any provision of these Terms;
2. (2)where the User falls under any of the events set forth in the items of Article 5, paragraph 4;
3. (3)where the User has delayed payment of Usage Fees;
4. (4)where a claim or demand has been made by a third party in connection with use of the Service, and the Company determines that continuation of this Usage Agreement is inappropriate;
5. (5)where the User has suspended payments or become unable to pay its debts, or a petition has been filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any similar proceeding;
6. (6)where a resolution has been made to commence dissolution or liquidation proceedings;
7. (7)where it is discovered that the User falls under Anti-Social Forces;
8. (8)where the User is designated on a Sanctions List as defined in Article 32, paragraph 1;
9. (9)where provision of the Service becomes significantly difficult due to a change in the terms of use or terms of provision by a provider of External AI, suspension or discontinuation of API provision, or any other event relating to External AI or an external service; or
10. (10)any other event that the Company determines to be equivalent to the foregoing items.
The Company shall not be liable for any damages incurred by the User arising from suspension of use or termination under this Article.
Even where this Usage Agreement is terminated pursuant to this Article, the User shall not be released from any obligation or liability that has already arisen under these Terms.

Chapter 11: General Provisions

Article 29 (Service Level)

Except as otherwise provided in these Terms or the Purchase Order, etc., the Company does not guarantee any service level relating to the Service, such as uptime, response time, or incident response time.
In the event of a failure or suspension of the Service, the Company shall endeavor to promptly carry out recovery work, but does not guarantee any recovery time.
Where specific service level targets are required, the Company and the User shall separately agree on such targets by way of the Purchase Order, etc.

Article 30 (Deletion of Data After Cancellation)

Upon termination of this Usage Agreement (including by cancellation, withdrawal, or termination), the Company shall, in accordance with the Specifications, etc., delete the Input Data, Context Information, Request/Response Logs, and other User data relating to the relevant User that are under the Company's control, within a reasonable period from the date of termination.
Notwithstanding the preceding paragraph, the Company may retain the following information to the extent necessary:
1. (1)information subject to a statutory retention obligation (until such obligation is discharged);
2. (2)information relating to a matter in dispute, or records reasonably necessary for the prevention of or response to a dispute, or for the exercise or defense of the Company's own rights; and
3. (3)statistical information as set forth in Article 26, paragraph 3.
Data contained in backups shall be progressively deleted upon expiration of the retention period set forth in Article 14, paragraph 1.
The User shall download any necessary data prior to termination of this Usage Agreement. The Company will not accommodate any request to restore data after termination.

Article 31 (Exclusion of Anti-Social Forces)

The User represents and warrants, both at the time of entering into this Usage Agreement and throughout the contract term, that neither it nor its officers, employees, or principal shareholders fall under Anti-Social Forces, and that they will not fall under Anti-Social Forces in the future.
The User undertakes not to provide funds or other benefits to, or engage in any act equivalent thereto with respect to, Anti-Social Forces.
If the User violates either of the preceding two paragraphs, the Company may terminate this Usage Agreement without prior notice, and the Company shall not be liable for any damages incurred by the User as a result.

Article 32 (Export Control; Economic Sanctions)

The User represents and warrants, both at the time of entering into this Usage Agreement and throughout the contract term, that neither it nor its parent company or subsidiaries are designated on the Entity List of the U.S. Department of Commerce's Bureau of Industry and Security (BIS) or any other sanctions list under the U.S. Export Administration Regulations (EAR), the SDN List of the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), any sanctions list under the Foreign Exchange and Foreign Trade Act, or any other sanctions list under the export control laws or economic sanctions laws of Japan or any foreign country (collectively, the "Sanctions Lists").
The User shall comply with the applicable export control laws and economic sanctions laws of Japan, the United States, and any other country in connection with its use of the Service and its handling of any technology, software, or information obtained through the Service.
If the User, or its parent company or subsidiary, is designated on a Sanctions List, the Company may, without prior notice, suspend provision of the Service or terminate this Usage Agreement, and the Company shall not be liable for any damages incurred by the User as a result.

Article 33 (Subcontracting)

The Company may, at its own responsibility, subcontract part of the work necessary for providing the Service and performing the Consulting Services to a third party (a "Subcontractor").
The Company shall impose on any Subcontractor obligations equivalent to the Company's obligations under these Terms, and shall be liable to the User for the acts of the Subcontractor.
Subcontracting involving the handling of personal information shall be governed by the Privacy Policy.

Article 34 (Indemnification)

If the Company or a third party incurs damages, losses, or expenses (including reasonable attorneys' fees), or the Company receives a claim from a third party, arising from the User's violation of these Terms, breach of a representation or warranty, infringement of a third party's rights, or any other cause attributable to the User, or arising from use of code or a deliverable generated by the User using the Service, the User shall, at its own expense and responsibility, indemnify and defend the Company.
Upon receiving a claim as described in the preceding paragraph, the Company shall promptly notify the User. The User shall cooperate with the Company's defense to a reasonable extent.

Article 35 (Handling of Feedback)

Even where intellectual property rights or other rights arise in connection with feedback, proposals, ideas, requests for improvement, or the like provided by the User to the Company (collectively, "Feedback"), such rights shall belong to the User and shall not be assigned or transferred to the Company.
The User grants the Company a non-exclusive, royalty-free, irrevocable, and perpetual license (including the right to sublicense to the Company's affiliates and subcontractors) to use the Feedback (including by modifying it) for the purpose of improving and developing the Company's services and products.
The User shall not exercise its moral rights of authorship against the Company's use under the preceding paragraph.
The User represents and warrants that the Feedback does not infringe the rights of any third party.

Article 36 (Electronic Communications; Electronic Signatures)

Communications by electronic means, such as email, operations on the administrative screen, or entries into an online form, shall have the same effect as communications in writing. The same shall apply to a notice of non-renewal under Article 6, paragraph 2.
The User agrees that a manifestation of intent by electronic means, in connection with agreement to these Terms, an application to use the Service, changes to various settings, and the like, shall be valid.

Article 37 (Administrative Authority Over the Service)

The Company has the authority to:

(1)monitor whether there has been any violation of these Terms;
(2)suspend or restrict all or part of a User's organization, account, or API key upon detecting a violation of these Terms or unauthorized use;
(3)delete content or data that interferes with the normal operation of the Service; and
(4)report to law enforcement authorities as necessary.

Article 38 (Beta Features)

The Company may provide part of the functions of the Service as beta, preview, or trial features (collectively, "Beta Features").
The Company does not warrant the quality, accuracy, continuity, or stability of Beta Features, and may change, suspend, or discontinue them without notice. Article 14, paragraph 1 and Article 29 shall not apply to Beta Features.
The Company shall not be liable for any damages arising from use of Beta Features. The Company does not recommend using Beta Features for mission-critical operations in a production environment.

Article 39 (Audit Logs)

Where the Service includes a function for access to audit logs, the User's Administrator may access audit logs of API requests, operation history, and the like for its own organization through the administrative screen.
The retention period for audit logs shall be three years, unless otherwise provided in the Specifications, etc.; provided that the retention period may be changed by the Purchase Order, etc.
Whether, and the extent to which, the User may access audit logs shall be as set forth in the Specifications, etc.

Article 40 (Intellectual Property Rights)

All intellectual property rights and any other rights relating to the Service and to the text, images, programs, and other information provided by the Company on the Service or the Company Site (the "Company Content") belong to the Company or to a party granting the Company a license to use the same. The license to use the Service granted under these Terms shall not be construed as granting a license to use any intellectual property right of the Company or such licensor, except as expressly provided in these Terms.
The User shall not reproduce, modify, distribute, or otherwise use the Company Content, except as expressly permitted under these Terms or as otherwise separately permitted by the Company.
The Company grants the User a non-exclusive, non-transferable, non-sublicensable, and royalty-free license, during the term of this Usage Agreement, to practice the Company's patent rights and utility model rights incorporated into the Service, to the extent necessary to use the Service in accordance with its intended purpose. Practice apart from use of the Service (including incorporation into the User's products) is not included within the scope of such license.
Where any copyright or other intellectual property right newly arises in code or a deliverable generated by the User using External AI through the Service, the Company shall not assert such right, and such right shall, to the extent permitted by law, belong to the User.
The User acknowledges that, given the nature of the Service, another user may generate the same or similar code or deliverable, and agrees not to assert any right or claim against the Company or such other user in connection therewith.
Rights relating to the Input Data, Context Information, and Request/Response Logs that the User registers or accumulates in the Service belong to the User. The Company shall use such data only within the scope set forth in these Terms.

Article 41 (No Warranty; Disclaimer)

Except as expressly provided in these Terms, the Company makes no warranty whatsoever that the Service (including Beta Features) is fit for the User's particular purpose, has the functionality, merchantability, accuracy, completeness, or usefulness expected, is available on a continuous basis, or is free of defects.
The Company shall not be liable for the results of work performed using the Service or the results of use of code or a deliverable generated using the Service.
The Company shall not be liable for any damages arising from the content of information sent, received, or accumulated through the Service.
Where a dispute arises between the User and a third party in connection with the Service, the User shall resolve such dispute at its own responsibility and expense, and the Company shall not be involved therein, except where there is a cause attributable to the Company.

Article 42 (Liability for Damages)

Where the Company or a third party incurs damages due to the User's act in violation of these Terms or any cause attributable to the User in connection with the Service or these Terms, the User shall be liable to compensate for all such damages.
Where the Company, its subsidiary or affiliate, or any of their officers or employees, is liable to the User for damages or any other monetary obligation in connection with the Service or these Terms, whether on the basis of breach of contract, tort, or any other cause of action, the amount of such liability shall not exceed the total amount of Usage Fees paid by the User to the Company in the preceding 12 months; provided, however, that this shall not apply where the Company has acted with intent or gross negligence.
Loss or corruption of data that can be recovered by restoration from a backup shall be governed by Article 14, paragraph 2.

Article 43 (Confidentiality)

The User shall keep confidential all technical information, specifications, pricing, and any other information disclosed by the Company in connection with the Service or these Terms, as well as all information relating to code and other creative works prepared by the User or the Company in connection with use of the Service (including copies thereof, collectively, "Confidential Information"), and shall not disclose, provide, or leak such information to any third party without the Company's prior written consent, nor use such Confidential Information for any purpose other than the use of the Service or the performance of obligations under this Usage Agreement (the "Purpose"). Even where Confidential Information is disclosed to a third party with the Company's prior consent, the User shall cause such third party to observe confidentiality obligations equivalent to those the User bears under this Article, and shall be fully responsible for such third party's handling of the Confidential Information.
Notwithstanding the preceding paragraph, information falling under any of the following shall not be included in Confidential Information. The same shall apply to User-related information as defined in paragraph 6:
1. (1)information that was already publicly known at the time of disclosure or provision;
2. (2)information that became publicly known after disclosure or provision, through no cause attributable to the receiving party;
3. (3)information that the receiving party already lawfully possessed at the time of disclosure or provision;
4. (4)information independently developed or acquired without relying on the disclosed or provided information;
5. (5)information lawfully obtained from a third party with legitimate authority, without being subject to a confidentiality obligation; and
6. (6)information disclosed pursuant to Laws and Regulations or an order or request of a court or other public authority (in which case the disclosing party shall, to the extent permitted by law, notify the other party in advance (or, if prior notice is difficult, promptly after disclosure)).
The User shall limit the officers and employees who have access to Confidential Information to the minimum necessary for the Purpose.
The Company may, at its discretion, request the User to report on the status of its management of Confidential Information, and where the Company reasonably determines there is a risk of leakage of Confidential Information, the Company may request the User to remedy its method of managing Confidential Information. The User shall promptly comply with any such report or remediation request from the Company.
Upon termination of this Usage Agreement or upon request by the Company, the User shall immediately return, destroy, or delete the Confidential Information, including copies thereof, in accordance with the Company's instructions. The User shall, if requested by the Company, issue a certificate confirming the destruction or deletion of the Confidential Information.
The Company shall appropriately manage as confidential the Input Data, Context Information, Request/Response Logs, and all other User-related information accumulated by the User through the Service, and shall not disclose such information to a third party (excluding the Company's affiliates and subcontractors under Article 33), and shall not use it for any purpose other than the provision of the Service, except as otherwise provided in these Terms (provided that the Company may use such information for improving the quality of the Service in a form in which the User cannot be identified (provided that training an AI model shall not be included in quality improvement, and the Company shall not train any AI)). Where the Company discloses such information to its affiliates or Subcontractors (disclosure to a Subcontractor being limited to the scope necessary for the provision of the Service), the Company shall impose on such affiliate or Subcontractor obligations equivalent to the Company's obligations under this paragraph.
The obligations under this Article shall survive for three years after termination of this Usage Agreement; provided, however, that with respect to information falling under a trade secret as defined in Article 2, paragraph 6 of the Unfair Competition Prevention Act, such obligations shall survive for as long as the information remains a trade secret.

Article 44 (Notices; Communications)

The Company may give the User notices and other communications relating to the Service by posting on the Company Site or the Service (including notices within the administrative screen), by email, or by any other method the Company deems appropriate.
Except as otherwise provided in these Terms, the User shall send notices, inquiries, and other communications to the Company relating to the Service via the Service, by email using the email address the User has registered with the Company, or by any other method prescribed by the Company.

Article 45 (Disclosure of Company Name and Use of Logo)

Where the Company has obtained the User's consent, the Company may, for the purpose of introducing companies that have adopted the Service, use and disclose the User's company name and logo on the Company's web pages, promotional materials, in press interviews, at exhibitions, and the like, and the User shall cooperate with such use. The User may revoke this consent at any time by notifying the Company in writing (including by electronic means).

Article 46 (Prohibition on Assignment of Rights and Obligations)

The User shall not, without the Company's prior written consent, assign, transfer (including by merger or corporate split), create security over, or otherwise dispose of its position under this Usage Agreement, or any right or obligation under this Usage Agreement, to a third party.
Where the Company transfers to a third party the business relating to the Service or the Consulting Services, or causes a third party to succeed to such business by merger, corporate split, or other method, the Company may assign or cause the transferee or successor to succeed to the Company's position under this Usage Agreement, its rights and obligations under these Terms, and the Registration Information, Account Data, and other information relating to the User, in connection with such transfer or succession, and the User consents in advance to such assignment or succession.

Article 47 (Severability)

Even where any provision of these Terms, or a part thereof, is determined to be invalid or unenforceable under Laws and Regulations, the remaining provisions or parts of these Terms shall continue in full force and effect, and the Company and the User shall endeavor to amend the invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable, so as to secure, as far as possible, an effect that is legally and economically equivalent to the intent of such invalid or unenforceable provision or part.

Article 48 (Authoritative Text)

The Japanese-language version of these Terms shall be the authoritative text. Even where a translation of these Terms into another language is prepared for reference purposes, only the Japanese-language authoritative text shall have effect as the Terms, and any translation shall have no effect whatsoever.

Article 49 (Governing Law and Jurisdiction)

This Usage Agreement shall be governed by, and construed in accordance with, the laws of Japan.
The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute arising out of or in connection with these Terms or use of the Service.

Article 50 (Survival)

The provisions of Article 9 (Prohibited Acts), Article 11 (No Warranty Regarding Output of External AI), Article 12 (Accumulation and Use of Input Data) paragraph 4, Article 13 (Storage of Request/Response Logs), Article 14 (Backup and Responsibility for Data Management) paragraphs 2 and 3, Article 15 (Handling of Account Data and Personal Information), Article 22 (User's Cooperation) paragraphs 2 and 3, Article 23 (Handling of Deliverables), Article 25 (Discontinuation of the Service) paragraph 3, Article 26 (Withdrawal) paragraphs 2 and 3, Article 28 (Suspension of Use and Termination of the Agreement) paragraphs 2 and 3, Article 30 (Deletion of Data After Cancellation), Article 31 (Exclusion of Anti-Social Forces), Article 32 (Export Control; Economic Sanctions), Article 34 (Indemnification), Article 35 (Handling of Feedback), Article 40 (Intellectual Property Rights), Article 41 (No Warranty; Disclaimer), Article 42 (Liability for Damages), Article 43 (Confidentiality) (limited to the period set forth in paragraph 7 thereof), Article 45 (Disclosure of Company Name and Use of Logo), Article 46 (Prohibition on Assignment of Rights and Obligations), Article 47 (Severability), Article 48 (Authoritative Text), Article 49 (Governing Law and Jurisdiction), and this Article shall survive termination of this Usage Agreement.

Supplementary Provisions

These Terms shall take effect as of September 3, 2026.