Article 1 (Application of Terms)

The Company provides the Service based on these Terms. When there is a conflict between these Terms and other special provisions related to the Service, the special provisions shall take precedence over these Terms.

Article 2 (Definitions)

In these Terms, the following terms have the following meanings:

(1) Service

AI-powered automatic talk generation solution provided by the Company to users based on these Terms

(2) User

A person who has entered into a service agreement with the Company and receives the Service

(3) Service Agreement

A contract for the provision of the Service concluded between the Company and the User based on these Terms and the application form

(4) User Equipment

Computers, telecommunication equipment, other devices and software installed by users to receive the Service

(5) Service Equipment

Computers, telecommunication equipment, other devices and software installed by the Company to provide the Service

(6) Service Equipment, etc.

Service Equipment and telecommunication equipment and services provided by telecommunication service providers to provide the Service

Article 3 (Notifications)

1. Unless otherwise specified in the Service Agreement, notifications from the Company to Users shall be made by email, written documents, posting on the Company's website, or other methods deemed appropriate by the Company.
2. When notifications from the Company to Users are made by email or posting on the Company's website based on the preceding paragraph, such notifications shall become effective when the email is sent or the content is posted on the website, respectively.

Article 4 (Changes to Terms)

1. The Company may change these Terms at any time. In such cases, the User's terms of use and other service agreement contents shall be subject to the new Terms after the change.
2. When making changes as specified in the preceding paragraph, the Company may change the contents of these Terms by announcing or notifying through email to Users or other methods deemed appropriate by the Company.

Article 5 (Exclusion of Anti-Social Forces)

1. The Company and Users represent to each other that at the time of entering into the Service Agreement, they (in the case of a corporation, representatives, officers, or persons who substantially control management) are not and will not become members of organized crime groups, organized crime group members, companies affiliated with organized crime groups, corporate racketeers, groups engaging in criminal activities under the pretext of social movements, groups engaging in criminal activities under the pretext of political movements, special intelligence organized crime groups, or other anti-social forces (hereinafter referred to as "Anti-Social Forces").
2. The Company and Users warrant that they will not engage in violent acts, fraud, threatening language, acts of obstruction of business, or other acts by themselves or through third parties.
3. If the Company or User determines that an investigation is necessary to determine whether the other party falls under the preceding paragraph, they shall cooperate with the investigation and submit materials deemed necessary.
4. If the Company or User determines that the other party belongs to Anti-Social Forces, they may terminate the Service Agreement without notice. The terminating party shall not be responsible for compensating any damages to the other party resulting from this termination.

Article 6 (Prohibition of Transfer of Rights and Obligations)

Users may not transfer their position under the Service Agreement or all or part of their rights or obligations based on the Service Agreement to third parties without prior written consent from the Company.

Article 7 (Agreed Jurisdiction)

If litigation becomes necessary between Users and the Company, the Tokyo District Court shall be the exclusive agreed jurisdictional court.

Article 8 (Governing Law)

The governing law for the formation, validity, performance, and interpretation of the Service Agreement shall be Japanese law.

Article 9 (Consultation)

Matters not specified in the Service Agreement and matters where doubts arise regarding specified items shall be resolved through good faith consultation between both parties. Even if any part of the Service Agreement is invalid, it shall not affect the validity of the entire Service Agreement, and such invalid part shall be replaced with a valid provision that most closely matches the intent of the invalid part.

Article 10 (Conclusion of Service Agreement)

1. The Service Agreement shall be established when a person wishing to use the Service (hereinafter referred to as "Applicant") submits a prescribed application form (including electronic methods) to the Company, and the Company sends a notice of acceptance by a prescribed method. The Applicant shall apply after agreeing to the contents of these Terms, and when the Applicant applies, the Company shall deem that the Applicant has agreed to the contents of these Terms.
2. Changes to the Service Agreement by Users shall be established when the User submits a prescribed change application form to the Company, and the Company sends a notice of acceptance by a prescribed method.
3. Notwithstanding the preceding paragraphs and other provisions of these Terms, the Company may choose not to enter into a Service Agreement or change agreement if the Applicant or User falls under any of the following:
   • (1) When there has been a contract termination due to non-payment of monetary obligations related to the Service or violation of terms or special provisions related to the Service
   • (2) When there are false statements or errors in the application form or change application form, or when there are omissions
   • (3) When there is a risk of non-payment of monetary obligations or other obligations based on the Service Agreement
   • (4) When the Company deems it inappropriate for other reasons

Article 11 (Change Notifications)

1. When there are changes to the User's trade name or name, head office location or address, contact information, or other User-related items in the application form, the User shall notify the Company 30 days before the scheduled change date using the method specified by the Company.
2. The Company shall not be responsible for any damages suffered by Users due to non-delivery of notifications or other reasons resulting from the User's failure to provide notification in accordance with the preceding paragraph.

Article 12 (Temporary Suspension and Service Interruption)

1. The Company may suspend the provision of the Service without prior notice or consent from Users in any of the following cases:
   • (1) When failures or malfunctions occur in the Service Equipment, etc.
   • (2) When unavoidable for operational or technical reasons
   • (3) When the Service cannot be provided due to force majeure such as natural disasters
2. The Company may temporarily suspend the provision of the Service after notifying Users in advance for periodic maintenance of the Service Equipment, etc.
3. If the User falls under any of the items in Article 16 (Termination by the Company) Paragraph 1, or if the User violates the Service Agreement such as non-payment of usage fees, the Company may stop all or part of the Service provision without prior notice or demand to the User.
4. The Company shall not be responsible for any damages suffered by Users or third parties due to the inability to provide the Service for any of the reasons specified in the preceding paragraphs.

Article 13 (Service Period)

1. The service period shall be as specified in the Service Agreement. If the Service Agreement provides for automatic renewal, and neither the User nor the Company expresses a different intention 30 days before the expiration date using the method specified by the Company, the Service Agreement shall be automatically renewed for the period specified in the Service Agreement from the day following the expiration date, and the same shall apply thereafter.
2. The Company may change the Service plan, content, usage fees, and other Service Agreement contents after renewal by notifying the User of the changes 30 days before the expiration of the service period.

Article 14 (Minimum Service Period)

1. If a minimum service period is set, it shall be stated in the application form specified in Article 10, Paragraph 1.
2. If the User terminates the Service Agreement within the minimum service period specified in the preceding paragraph, in addition to following Article 15 (Termination by User), the User shall pay the Company in a lump sum an amount equivalent to the usage fees for the remaining period from the termination date to the end of the minimum service period, plus consumption tax, by the deadline specified by the Company.

Article 15 (Termination by User)

1. Users may terminate the Service Agreement by notifying the Company using the method specified by the Company. The termination date shall be finally determined through consultation between both parties.
2. If there are unpaid usage fees or late payment charges at the time the notification specified in the preceding paragraph reaches the Company, the User shall pay them immediately.

Article 16 (Termination by the Company)

1. The Company may terminate all or part of the Service Agreement without prior notice or demand to the User if the Company determines that the User falls under any of the following:
   • (1) When there are false statements in the application form, change application form, or other notification content
   • (2) When payment is suspended or becomes impossible
   • (3) When bills or checks are dishonored
   • (4) When there is an application for attachment, provisional attachment, or auction, or when subject to seizure for delinquent taxes
   • (5) When there is an application for bankruptcy, corporate reorganization, or civil rehabilitation proceedings, or when serious concerns about creditworthiness arise
   • (6) When subject to revocation or suspension of business licenses by regulatory authorities
   • (7) When the User violates the Service Agreement and does not correct the violation within a reasonable period after the Company demands correction
   • (8) When resolutions are made for dissolution, capital reduction, or transfer of all or important parts of the business
   • (9) When circumstances arise that make it difficult to perform the Service Agreement
2. If there are unpaid usage fees or late payment charges at the time of termination of the Service Agreement under the preceding paragraph, the User shall pay them by the date specified by the Company.

Article 17 (Discontinuation of Service)

1. The Company may discontinue all or part of the Service in any of the following cases and may terminate all or part of the Service Agreement as of the discontinuation date:
   • (1) When the User is notified 90 days before the discontinuation date
   • (2) When the Service cannot be provided due to force majeure such as natural disasters
2. When discontinuing all or part of the Service based on the preceding paragraph, if usage fees have already been paid, the Company shall refund to the User the amount corresponding to the number of days the discontinued Service is not provided, calculated on a pro-rata daily basis.

Article 18 (Post-Termination Processing)

1. When the Service Agreement terminates, the User shall immediately return to the Company all software and related materials provided by the Company for using the Service (including all or partial copies of such software and materials; the same applies hereinafter), and shall delete at their own responsibility any software and materials stored in User Equipment.
2. When the Service Agreement terminates, the Company shall immediately return to the User all materials provided by the User for using the Service (including all or partial copies of such materials; the same applies hereinafter), and shall delete at its own responsibility any materials recorded in the Service Equipment.

Article 19 (Provision of Service)

1. The details of the Service provided by the Company shall be as specified in the service materials provided by the Company.
2. The User acknowledges that they can use the Service based on the Service Agreement and do not acquire intellectual property rights or other rights related to the Service.

Article 20 (Service Area)

Unless otherwise specified in the Service Agreement, the service area shall be limited to Japan.

Article 21 (Subcontracting)

The Company may subcontract all or part of the work necessary for providing the Service to Users to third parties at the Company's discretion. In this case, the Company shall impose on the subcontractor (hereinafter referred to as "Subcontractor") obligations equivalent to the Company's obligations under the Service Agreement regarding the performance of the subcontracted work, in addition to Article 31 (Handling of Confidential Information) and Article 32 (Handling of Personal Information).

Article 22 (Usage Fees)

The usage fees for the Service shall be as specified in the Service Agreement.

Article 23 (Payment)

1. The User shall pay the Company the usage fees for the Service and consumption tax thereon by the method specified in the Service Agreement. If the User does not complete the payment specified in this article, the Company may suspend the provision of the Service in accordance with Article 12 (Temporary Suspension and Service Interruption), Paragraph 3.
2. Even if the Service cannot be used during the service period due to suspension, interruption, or other reasons for providing the Service as specified in Article 12 (Temporary Suspension and Service Interruption), the User shall pay the usage fees and consumption tax for the service period. However, this shall not apply to usage fees and consumption tax corresponding to the number of days of unavailability (less than one day shall be rounded down) exceeding 24 hours when the Service becomes completely unavailable (hereinafter referred to as "Unavailability") for 24 consecutive hours or more due to reasons attributable to the Company.

Article 24 (Late Payment Interest)

1. If the User fails to pay the usage fees or other obligations based on the Service Agreement by the prescribed payment date, the User shall pay late payment interest calculated at an annual rate of 6% for the number of days from the day after the prescribed payment date to the day before the payment date, together with the Service fees and other obligations, by the date and method specified by the Company.
2. The transfer fees and other expenses necessary for the payment in the preceding paragraph shall be borne by the User.

Article 25 (Principle of Self-Responsibility)

1. If the User causes damage to third parties or receives claims from third parties due to reasons attributable to the User in using the Service, the User shall handle and resolve such matters at their own responsibility and expense. The same applies when the User suffers damage from third parties or makes claims against third parties in using the Service.
2. Information and data provided or transmitted by the User using the Service (hereinafter referred to as "Data, etc.") are provided or transmitted at the User's responsibility. The User warrants that such Data, etc. are only what is necessary for using the Service and are lawful under the Personal Information Protection Act and other laws. The Company makes no warranties regarding the content and assumes no responsibility for any damages arising therefrom.
3. The use of the Service is entirely at the User's discretion, and the User shall judge the accuracy and completeness of information obtained through the use of the Service. The Company makes no warranties regarding such accuracy or completeness and assumes no responsibility for any damages arising therefrom.
4. If the User causes damage to the Company through intent or negligence, the User shall compensate the Company for such damage.

Article 26 (Equipment Setup and Maintenance for Service Use)

1. The User shall set up User Equipment under conditions specified by the Company and maintain the User Equipment and environment for using the Service at their own expense and responsibility.
2. The User shall connect User Equipment to the Internet using telecommunication services of telecommunication service providers at their own responsibility and expense for using the Service.
3. If there are defects in the User Equipment, Internet connection specified in the preceding paragraph, or the environment for using the Service, the Company shall have no obligation to provide the Service to the User.
4. If the Company determines it necessary for maintenance, operation, or technical reasons related to the Service, the Company may monitor, analyze, and investigate Data, etc. provided or transmitted by the User through the Service.

Article 27 (Backup)

If the User provides, transmits, or stores Data, etc. in the Service, the User shall save backups at their own responsibility, and the Company assumes no responsibility for the storage, preservation, or backup of such data.

Article 28 (Prohibited Acts)

1. The User shall not engage in the following acts in using the Service:
   • (1) Acts that infringe or may infringe on the Company's or third parties' copyrights, trademarks, or other intellectual property rights
   • (2) Acts that allow third parties to use the Service in violation of the Service Agreement
   • (3) Acts that violate laws or public order and morals, or cause disadvantage to the Company or third parties
   • (4) Acts that place excessive burden on the Service, or acts that interfere or may interfere with the use or operation of third-party equipment or Service Equipment
   • (5) Acts that use or provide harmful programs such as computer viruses through or in connection with the Service
   • (6) Acts that improperly use User IDs and passwords
   • (7) Acts that sublicense all or part of the right to use the Service to third parties or allow third parties to use the Service, except as specified in the Service Agreement
   • (8) Other acts deemed inappropriate by the Company
2. If the User becomes aware that any of the acts specified in the preceding paragraph have been performed or determines that there is a possibility of such acts being performed, the User shall immediately notify the Company.
3. If the Company becomes aware that the User's acts in using the Service fall under any of the items in Paragraph 1, the Company may temporarily suspend all or part of the Service provision without prior notice to the User.

Article 29 (Duty of Care)

During the service period, the Company shall provide the Service with the care of a good manager.

Article 30 (Failures of Service Equipment, etc.)

1. When the Company becomes aware of failures in the Service Equipment, etc., the Company shall promptly notify the User.
2. When the Company becomes aware of failures in the Service Equipment installed by the Company, the Company shall promptly repair or restore the Service Equipment.
3. When the Company becomes aware of failures in telecommunication equipment or services provided by telecommunication service providers connected to the Service Equipment among the Service Equipment, etc., the Company shall instruct the telecommunication service providers to repair or restore them.
4. In addition to the preceding paragraphs, when defects occur in the Service, the User and the Company shall promptly notify each other, determine the measures to be taken by each party through consultation, and implement them.

Article 31 (Handling of Confidential Information)

1. The User and the Company shall not disclose or leak to third parties (excluding lawyers, accountants, and other professionals legally bound by confidentiality obligations, telecommunication service providers providing Service Equipment, etc., Subcontractors, and affiliated companies) technical, business, or other operational information provided by the other party for performing the Service that is specifically designated as confidential in advance in writing, with the scope of confidential information specified at the time of provision and clearly marked as confidential information (hereinafter referred to as "Confidential Information"). However, this shall not apply to cases where prior written consent is obtained from the other party or information falling under any of the following:
   • (1) Information already possessed without confidentiality obligations
   • (2) Information legitimately obtained from third parties without confidentiality obligations
   • (3) Information independently developed without relying on information provided by the other party
   • (4) Information that becomes publicly known without violating the Service Agreement, regardless of whether before or after receipt
   • (5) Information provided without designation, specification of scope, or marking as confidential information in accordance with this article
2. Notwithstanding the provisions of the preceding paragraphs, the User and the Company may disclose Confidential Information required to be disclosed based on laws or by requests from authorized government agencies to the disclosure recipients specified by such laws or to such government agencies. In this case, the User and the Company shall notify the other party of the disclosure before disclosure unless prohibited by relevant laws, and if notification cannot be made before disclosure, shall do so promptly after disclosure.
3. The party receiving Confidential Information shall take necessary measures to manage such Confidential Information.
4. The party receiving Confidential Information shall use the Confidential Information received from the other party only within the scope necessary for performing the Service and may reproduce or modify materials embodying Confidential Information (hereinafter referred to as "Materials, etc." in this article) within the scope necessary for performing the Service (hereinafter collectively referred to as "Reproduction, etc." in this paragraph). In this case, the User and the Company shall treat such reproduced Confidential Information as Confidential Information as defined in this article. If Reproduction, etc. beyond the scope necessary for performing the Service is required, prior written consent from the other party shall be obtained.
5. Notwithstanding the provisions of the preceding paragraphs, if the Company deems it necessary, the Company may disclose Confidential Information to the Subcontractor specified in Article 21 (Subcontracting) to the extent necessary for subcontracting without obtaining prior written consent from the User. However, in this case, the Company shall impose on the Subcontractor obligations equivalent to the confidentiality obligations borne by the Company under this article.
6. When requested by the other party, the party receiving Confidential Information shall return Materials, etc. (including Confidential Information reproduced or modified based on Paragraph 5 of this article) to the other party and completely delete Confidential Information stored in User Equipment or Service Equipment.
7. The provisions of this article shall remain valid for three years after the termination of the Service.

Article 32 (Handling of Personal Information)

1. The User and the Company shall use personal information (as defined in the Act on the Protection of Personal Information; the same applies hereinafter) contained in business or other operational information provided by the other party for performing the Service only within the scope necessary for performing the Service, shall not disclose or leak it to third parties, and shall comply with relevant laws including those concerning the protection of personal information.
2. The provisions of Paragraphs 4 through 7 of the preceding article (Handling of Confidential Information) shall apply mutatis mutandis to the handling of personal information. Statistical information that does not constitute personal information may be created and used for improving the Company's services, developing new services, or provided to third parties.
3. The provisions of this article shall remain valid after the termination of the Service.

Article 33 (Limitation of Damages)

1. Except where otherwise specified in the Service Agreement or due to the Company's intent or gross negligence, the Company shall not be responsible for any damages incurred by Users or third parties in relation to the Service.
2. When the Company is liable for damages, regardless of whether based on breach of contract, tort, or other legal grounds, the scope of the Company's liability for damages to the User in relation to the Service or Service Agreement shall be limited to actual ordinary damages incurred by the User, and the amount of damages shall not exceed one month's usage fee (excluding initial costs) at the time the damage occurred, except where exclusion is not permitted by law. However, claims for damages by the User against the Company may only be made when the User has implemented response measures in accordance with Article 30 (Failures of Service Equipment, etc.) Paragraph 4 when User response measures are necessary.

Article 34 (Disclaimer)

1. The Company's liability related to the Service or Service Agreement shall be limited to the scope of the preceding article regardless of the reason, and the Company shall not be liable for damages incurred by Users due to the following reasons, regardless of whether based on breach of contract, tort, or other legal grounds:
   • (1) Force majeure such as natural disasters, riots, or civil unrest
   • (2) Failures in User Equipment or Internet connection services to Service Equipment or other failures in the User's connection environment
   • (3) Damages arising from performance values of Internet connection services such as response time from Service Equipment
   • (4) Unauthorized access or attacks on Service Equipment, etc. that cannot be prevented even with the care of a good manager, or interception on communication routes
   • (5) Damages arising from Users not following procedures or security measures specified by the Company
   • (6) Damages arising from software not manufactured by the Company in the Service Equipment
   • (7) Damages arising from hardware not manufactured by the Company in the Service Equipment
   • (8) Damages arising from defects in telecommunication equipment or services provided by telecommunication service providers
   • (9) Compulsory dispositions based on Article 218 of the Code of Criminal Procedure (search, seizure, and inspection by warrant), compulsory dispositions based on laws concerning wiretapping for criminal investigations, or other compulsory dispositions based on court orders or laws
   • (10) Matters related to Subcontractor's business where the Company has no fault such as negligence in selecting or supervising the Subcontractor
   • (11) Other reasons not attributable to the Company
2. The Company shall not be responsible for any disputes between Users and third parties arising from the User's use of the Service.