Autify Terms of Service

For Members in Japan

English Reference Translation

This English translation is provided for reference purposes only and is not legally binding. The Japanese version is the authoritative text. In the event of any discrepancy or inconsistency between the Japanese version and this English translation, the Japanese version shall prevail in all respects.

These Autify Terms of Service (these "Terms") set forth the conditions for the provision of the Services (as defined below) and the rights and obligations between Autify Kabushiki Kaisha (English name under its Articles of Incorporation: Autify, Inc.), a company incorporated under the laws of Japan (the "Company"), and Members (as defined below). Before using the Services, you must read these Terms in their entirety and agree to them.

These Terms apply to individuals residing in Japan (limited to those using the Services in the course of or for the purposes of business) and corporations or organizations established under the laws of Japan. The English-language terms of service (Autify's Terms of Service) apply to individuals not residing in Japan and corporations or organizations established outside Japan.

Article 1 Purpose and Application

1. These Terms establish the basic rights and obligations between the Company and Members concerning the Services and apply to all matters relating to the Services.

2. If these Terms conflict with an Application (as defined in Article 2, paragraph 8), an individual agreement, or any other individual arrangement between the Company and a Member, the individual arrangement shall prevail over these Terms.

3. Any terms of provision, guidelines, or other rules separately established by the Company concerning the Services form part of these Terms.

Article 2 Definitions

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

1. "Member" means an individual, corporation, or organization that has entered into a Service Agreement with the Company under Article 3.

2. "User" means a Member's officer, employee, contractor, or other person whom the Member permits to use the Services.

3. "Cloud Services" means Services provided in an environment managed by the Company or its service providers and used by Members over a network.

4. "Self-hosted Services" means Services installed and operated in an environment managed by a Member, including an on-premises environment, a cloud environment, or any other equivalent environment.

5. "Local Workspace" means a feature or mode of use of the Services in which data is stored and used on devices or in other local environments managed by a Member.

6. "Services" means the services provided by the Company under the name "Autify" or "Autify Platform," including Autify Genesis, Autify Aximo, Autify Nexus, Autify NoCode, and any other individual products, features, options, and related services separately designated by the Company, including services after a change of name. The individual products, features, usage quantities, usage environments, and other conditions available to a Member shall be as agreed in the Service Agreement (as defined in paragraph 7 of this Article) or otherwise between the Company and the Member.

7. "Service Agreement" means an agreement concerning the use of the Services, including a Trial Agreement, entered into between the Company and a Member on the basis of these Terms, an Application, an individual agreement, or other matters agreed between the Company and the Member.

8. "Application" means the act or content of an applicant's notification to the Company, in accordance with Article 3, paragraph 1, of the plan, individual products, contract term, service fees, and other matters specified by the Company for applying to use the Services, through the Company's prescribed application form, order form, application document, or other written or electronic means.

9. "External AI Services" means services using generative AI or other AI technologies provided by third parties that the Company uses for the provision, operation, maintenance, support, or other activities concerning the Services. This excludes services selected by a Member itself or used under a Member's contract or authentication credentials.

10. "Registered Email Address" means the email address that a Member provides to the Company when applying to use the Services or subsequently registers as a replacement in the manner prescribed by the Company.

11. "Intellectual Property Rights" means copyrights, patent rights, utility model rights, design rights, trademark rights, and other intellectual property rights, including rights to acquire such rights or apply for their registration.

12. "User Information" means the information listed below. Where User Information includes personal information, the Company shall handle that personal information in accordance with its Privacy Policy.

(1) Information sent to the Company by an applicant, Member, or User when submitting an Application, inquiry, or support request.

(2) Information entered, uploaded, integrated, transmitted, or stored by a Member or User in the course of using the Services.

(3) Information arising in connection with the use of the Services, including usage history, operation history, execution history, conversation history, input information, output information, test results, screenshots, logs, error information, features or AI models used, and token counts.

(4) Information obtained as a result of using the Services, and other information acquired or generated in connection with the provision, operation, maintenance, support, security, troubleshooting, or usage analysis of the Services.

13. "Trial Agreement" means an agreement concerning the use of the Services that the Company provides for a limited period free of charge or for trial purposes.

Article 3 Formation of the Service Agreement

1. A person wishing to use the Services (an "Applicant") may apply by agreeing to comply with these Terms and providing the information designated by the Company (the "Application Information") in the manner designated by the Company.

2. A Service Agreement is formed at the earlier of the time when the Company notifies the Applicant that it accepts the Application and the time when the Company provides the account or usage environment necessary to begin using the Services. If the Company and the Applicant agree otherwise, that agreement shall apply.

3. Before a Service Agreement is formed, the Company may decline an Application if the Applicant falls within any of the following categories, without any obligation to disclose its reasons:

(1) All or part of the Application Information is false, erroneous, or incomplete.

(2) The Company determines that the Applicant operates, or assists in operating, a service similar to or competing with the Services.

(3) The Company determines that the Applicant has previously breached an agreement with the Company or is associated with a person who has done so.

(4) The Applicant has previously had its use of the Services suspended or its Service Agreement terminated by the Company.

(5) The Company determines that the Applicant is in breach of the representations and warranties in Article 23, paragraph 1.

(6) The Applicant is a minor, adult ward, person under curatorship, or person under assistance and has not obtained the necessary consent or other authorization.

(7) The Applicant provides a website or service contrary to public policy or good morals.

(8) The Company otherwise determines that providing the Services would be inappropriate.

4. If, after a Service Agreement is formed, the Company discovers that a Member falls within any category in the preceding paragraph, the Company may take necessary measures in accordance with Articles 15 and 16.

Article 4 Changes to Application Information

A Member shall promptly notify the Company of any changes to the Application Information in the manner designated by the Company.

Article 5 Management of Passwords and User IDs

1. A Member shall appropriately manage and safeguard passwords, User IDs, accounts, and other authentication credentials for the Services at its own responsibility, and shall not allow a third party to use them, share one account among multiple persons, or lend, transfer, change the registered name of, or otherwise dispose of them.

2. A Member shall bear any loss or damage arising from the use of its authentication credentials by anyone other than that Member, except where the loss or damage arises from a cause attributable to the Company.

3. Different User IDs, passwords, accounts, or usage environments may be issued or provided for different individual products included in the Services. A Member shall appropriately manage each of them in accordance with this Article.

Article 6 Forms of Service Provision

1. The Services are provided as Cloud Services or Self-hosted Services. The form available to a Member shall be determined by the Application, an individual agreement, or other matters agreed between the Company and the Member.

2. In addition to these Terms, the separately established "Autify Self-hosted Provision Conditions" apply to the use of Self-hosted Services. If those conditions conflict with these Terms, those conditions shall prevail with respect to Self-hosted Services.

3. During the term of the Service Agreement, the Company grants a Member a non-exclusive, non-sublicensable right for the Member and its Users to use the Services within the conditions and scope set forth in the Service Agreement.

Article 7 Prohibited Conduct

1. A Member shall not engage in any of the following when using the Services:

(1) Any act that violates laws or regulations or the Service Agreement.

(2) Any act related to criminal activity or otherwise contrary to public policy or good morals.

(3) Any act that infringes the Intellectual Property Rights, portrait rights, privacy, reputation, or other rights or interests of the Company, another Member, a User, or a third party.

(4) Sending any of the following information to the Company through the Services or making it accessible to the Company through the Services:

(a) Information containing excessively violent or cruel expressions.

(b) Information containing computer viruses or other harmful computer programs.

(c) Information containing expressions that damage the reputation or credibility of the Company, a Member, another person using the Services, or any other third party.

(d) Personal information, meaning information relating to a living individual that can identify a specific individual, including names, addresses, telephone numbers, email addresses, and other information (including information that can be readily matched with other information and thereby identify a specific individual), and information containing an individual identification code; provided that this does not apply where the Company permits the input of personal information for an individual product.

(e) Information containing excessively obscene expressions.

(f) Information containing expressions that promote discrimination.

(g) Information containing expressions that promote suicide or self-harm.

(h) Information containing expressions that promote the improper use of drugs.

(i) Information containing antisocial expressions.

(j) Chain messages or other information requesting the dissemination of information to third parties.

(k) Information containing expressions that are inappropriate under generally accepted social standards.

(5) Any act that may interfere with the operation of the Services, including imposing an excessive load on the Services' networks or systems, unauthorized access, or commercial solicitation.

(6) Misrepresenting the identity of a Member or User.

(7) Without the Company's consent, creating multiple accounts or repeatedly submitting Applications for the purpose of circumventing restrictions on the trial period, number of uses, or other conditions of use of the Services.

(8) Collecting information about other Members or their Users.

(9) Any act that harms the legitimate interests of the Company, another Member, a User, or a third party.

(10) Directly or indirectly causing or facilitating any of the preceding acts.

(11) Any other act that the Company reasonably determines to be inappropriate.

2. Notwithstanding item (4)(d) of the preceding paragraph, where the Company permits the input of information containing personal information, a Member may input that information into the Services within the scope permitted by the Company. Even in such cases, however, a Member shall not input or transmit special care-required personal information (as defined in Article 2, paragraph 3 of the Act on the Protection of Personal Information) into or through the Services unless the Company has given its prior written consent. A Member is responsible for having the rights and lawful basis necessary to input, transmit, or store information input into the Services under this paragraph, and for appropriately managing and handling such information.

Article 8 Responsibilities of Members and Users

1. A Member shall prepare and maintain the environment and equipment necessary to use the Services at its own responsibility and expense. The Company is not responsible for their preparation or maintenance.

2. A Member shall review and satisfy the operating environments, technical requirements, connection conditions, and other conditions of use specified by the Company for each individual product.

3. A Member shall ensure that its Users comply with these Terms and the Service Agreement and shall be responsible for its Users' use of the Services as if it were the Member's own conduct.

4. A Member represents and warrants that, in connection with systems, applications, services, or data accessed, acquired, processed, tested, or operated through the Services, including those provided by or belonging to third parties, it has the permissions and licenses necessary for such use and that such use is lawful.

5. When using a Local Workspace, a Member acknowledges that data created, stored, or generated in that Local Workspace may be stored on devices or in other local environments managed by the Member.

6. A Member shall, at its own responsibility, appropriately manage the data referred to in the preceding paragraph and implement necessary backups and other data preservation measures.

7. The Company does not warrant that it can continuously acquire, monitor, retain, or recover data stored in a Local Workspace.

Article 9 Service Fees and Payment Methods

1. Service fees, pricing structures, available individual products, features, usage quantities, and other conditions, including the allocation, use, expiration, and forfeiture of credits, shall be specified in the Application, an individual agreement, or other matters agreed between the Company and the Member. The Company may change service fees. Revised fees apply to new Service Agreements and orders, and to existing Service Agreements and orders renewed after the change.

2. A Member shall pay the service fees specified in the Service Agreement by the payment due date stated in the Company's invoice, using the method designated by the Company. The Member shall bear bank transfer charges and other payment expenses.

3. If services, features, or options are added during the contract term, the full monthly fee for the addition shall accrue from the month in which the change occurs, unless otherwise agreed.

4. Service fees are invoiced in Japanese yen or US dollars, and applicable taxes shall be borne by the Member. If a Member delays payment, it shall pay late payment damages at a rate of 14.6% per annum from the day after the payment due date until payment in full.

Article 10 Ownership of Rights

1. Ownership and Intellectual Property Rights in the Services, related materials, deliverables created by the Company in connection with the Services and provided to Members (excluding User Information), and executable files belong to the Company or its licensors. Except as expressly permitted, the Service Agreement does not transfer or license any such rights to a Member.

2. Rights in User Information remain with the Member or other lawful rights holder. Test scenarios, test code, and other outputs created by a Member or User using the Services, including AI-generated outputs, are included in User Information. If rights arise in such outputs, they belong to the Member or other lawful rights holder. The Company's pre-existing Intellectual Property Rights contained in such outputs, including those constituting part of the Services, remain with the Company. Rights in statistical information, analysis results, and other information created by the Company under Article 11, paragraph 2 that do not identify a Member or a specific individual belong to the Company.

3. A Member is responsible for obtaining third-party rights and permissions necessary to use the Services.

4. Except as permitted by law, a Member shall not copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Services; remove rights notices; sell, resell, license, distribute, lease, transfer, or publicly disclose the Services without authorization; mirror, scrape, or mine data from the Services; or engage in any other conduct that infringes the rights of the Company or a third party or interferes with the operation of the Services.

Article 11 Use of User Information

1. A Member agrees that the Company may handle User Information in accordance with the Privacy Policy and this Article.

2. The Company may use User Information to provide, operate, maintain, and support the Services; display conversation or execution histories; ensure continuity of processing; improve response speed or performance through caching; maintain security; detect failures, defects, or errors and investigate or correct their causes; understand and analyze usage; evaluate the quality of the Services; and improve the Services. The Company may also create and use statistical information, analysis results, and other information based on User Information for these purposes.

3. To the extent necessary to achieve the purposes of the preceding paragraph, the Company may use cloud services, External AI Services, error monitoring and analysis services, usage analysis services, and other external services or service providers to process User Information. If an External AI Services provider offers settings that prevent User Information from being used for the provider's own model training or other secondary use, the Company shall use those settings.

4. Only where a Member has expressly consented in the manner prescribed by the Company may the Company use that Member's User Information acquired after that consent to train machine learning models or other AI models (meaning reflecting User Information in the parameters of such AI models; the same applies throughout this Article). A Member may withdraw that consent at any time in the manner prescribed by the Company. User Information of that Member acquired by the Company after the withdrawal becomes effective shall not be used for new training. The withdrawal does not, however, affect any use, training, or processing performed before the withdrawal, or any statistical information, analysis results, trained models, or other results generated thereby.

5. A Member's consent under the preceding paragraph to use information for training machine learning models or other AI models is effective solely for use for that purpose and does not restrict the use of User Information under paragraph 2.

6. A Member represents and warrants that it has lawful rights to transmit User Information to the Company or have the Company process it and that User Information does not infringe third-party rights.

7. The Company may display a Member's name, logo, service marks, trademarks, or other brands on its website or in generally distributed marketing materials only with the Member's prior approval.

Article 12 Data Retention and Deletion

1. The Company may retain User Information for the period necessary for the provision, operation, maintenance, support, security, troubleshooting, and legal compliance of the Services and other purposes set forth in the Privacy Policy.

2. The retention and deletion of User Information after the Service Agreement ends shall be governed by the Application, an individual agreement, or a data retention policy separately established by the Company. Where User Information includes personal information, that personal information shall be retained and deleted in accordance with applicable laws and regulations and the Company's Privacy Policy.

3. A Member shall export or save any necessary information at its own responsibility before the Service Agreement ends.

Article 13 Customer Support

1. The Company shall provide customer support to Members in accordance with the Service Agreement and support conditions separately established by the Company. The subject matter, scope, methods, hours, and other conditions of support shall be set forth in the Company's Help Center, the Application, or an individual agreement.

2. Customer support assists with general usage, settings, and investigation of defects in the Services and does not guarantee any particular outcome or resolution of problems. Unless otherwise agreed, support does not include individual development, design, implementation, managed operations, or other professional services.

3. The Company is not obligated to address matters beyond the ordinary scope of support, including the specifications or use of third-party services or services or software owned by a Member, or tasks performed on a Member's behalf in connection with the Services, and may charge a separate fee if it does so.

4. The Company may use information acquired through customer support as User Information under Article 11.

Article 14 Contract Term and Automatic Renewal

1. The term of a Service Agreement shall be the period specified in the Application, an individual agreement, or other matters agreed between the Company and the Member.

2. Unless either the Company or the Member notifies the other, in the manner prescribed by the Company, of its intention not to renew at least two weeks before the expiration date, the Service Agreement shall renew for the same period, and the same applies thereafter. If otherwise agreed, that agreement shall apply. Fees after renewal shall be based on the pricing structure in effect at renewal.

3. The preceding paragraph does not apply to Trial Agreements. The Company may also end a Trial Agreement at any time during the trial period by notifying the Member.

Article 15 Termination of the Agreement

1. The Company may terminate a Service Agreement without prior demand for cure if a Member falls within either of the following categories:

(1) The Member breaches Article 7 (Prohibited Conduct) or Article 23 (Exclusion of Antisocial Forces).

(2) The Member is found to fall within any of items (1) through (7) of Article 3 (Formation of the Service Agreement), paragraph 3, and the Company reasonably determines that continuation of the Service Agreement is difficult.

2. If either party breaches a Service Agreement, other than in the cases covered by the preceding paragraph, and fails to cure the breach within a reasonable period specified in a demand for cure by the other party, the other party may terminate the Service Agreement.

3. Either party may terminate a Service Agreement without prior demand for cure if the other party falls within any of the following categories:

(1) It suspends payment or becomes unable to pay its debts.

(2) A third party files for provisional attachment, attachment, provisional disposition, compulsory execution, auction, or similar proceedings against it, except where it is subject to such proceedings as a third-party obligor.

(3) A petition is filed against it, or it files a petition, for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings.

(4) It becomes subject to a disposition for delinquent taxes or other public charges.

(5) A bill or check it issues is dishonored, or it causes a payment default on an electronically recorded monetary claim.

(6) It discontinues or transfers all or a material part of its business, or resolves to dissolve other than by merger, and thereby has difficulty performing the Service Agreement.

(7) It receives a business suspension order or has a license, authorization, or registration revoked by a supervisory authority and thereby has difficulty performing the Service Agreement.

(8) It intentionally or through gross negligence engages in conduct that seriously damages the relationship of trust with the other party.

(9) Any other serious event comparable to the preceding items occurs that makes continuation of the Service Agreement difficult.

4. A Member may terminate a Service Agreement at its discretion during the contract term only if the Service Agreement provides for such termination and in accordance with the conditions specified therein.

5. If a Service Agreement ends, the Company shall not refund fees already received, including unused credits, except where the agreement ends due to the Company's willful misconduct or gross negligence or where otherwise agreed.

6. The ending of a Service Agreement does not affect claims for damages or other rights or obligations arising before it ends.

7. User Information after a Service Agreement ends shall be handled in accordance with Article 11 (Use of User Information) and Article 12 (Data Retention and Deletion).

Article 16 Changes, Suspension, and Discontinuation of the Services

1. The Company may suspend or interrupt all or part of the Services without prior notice to Members where reasonably necessary, including for system inspection or maintenance, interruption of communications lines, or force majeure events.

2. If a Member's use of the Services, including use in conjunction with third-party services, violates the Service Agreement or the third party's terms of use, impairs or may impair the safety or proper operation of the Services, or if there is another reasonable ground making continued provision inappropriate, the Company may suspend all or part of that Member's use of the Services to the extent necessary without prior notice or demand for cure.

3. The Company may change the content, features, name, technical configuration, or conditions of provision of the Services, or discontinue all or part of the Services. When discontinuing the Services, the Company shall give Members notice with a reasonable notice period.

4. The Services may be provided using External AI Services. The Company may change the content, features, or performance of all or part of the Services, or interrupt or discontinue their provision, due to changes in the terms of provision of External AI Services, interruption or discontinuation of their provision, changes in their specifications or performance, or other circumstances beyond the Company's control.

5. The Company shall not be liable for loss or damage suffered by a Member as a result of measures under this Article, except in cases of the Company's willful misconduct or gross negligence.

Article 17 Disclaimer of Warranties and Limitation of Liability

1. The Company does not warrant that the Services will meet a Member's particular purposes; have expected features, commercial value, accuracy, or usefulness; that a Member's use will comply with laws, regulations, or internal rules; or that the Services will be free of defects.

2. The Company shall not be liable for loss or damage arising from errors in a Member's input information, settings, code, or other data.

3. The Company shall not be liable for loss or damage arising from External AI Services used in connection with the Services, except in cases of the Company's willful misconduct or gross negligence.

4. If a Member uses a third-party service, it shall comply with that service's terms of use and handle transactions, communications, and disputes concerning that use at its own responsibility.

5. A Member shall implement appropriate security measures for its systems and network environment. The Company shall not be liable for loss or damage arising from the Member's failure to do so.

6. The Company shall not be liable for failures, damage to or loss of data, costs (including usage-based or other charges), or other loss or damage arising in the systems, applications, services, or data that a Member accesses, acquires, processes, tests, or operates through the Services, or those of third parties, as a result of the Member's use of the Services, except in cases of the Company's willful misconduct or gross negligence.

7. The Company shall not be liable for any loss or damage suffered by a Member in connection with the Services, including interruption, suspension, discontinuation, unavailability, or modification of the Services by the Company; deletion or loss of User Information; loss of data other than User Information through use of the Services, including data stored in a Local Workspace; or equipment failure or damage, except in cases of the Company's willful misconduct or gross negligence.

8. Even where the Company is liable to a Member for damages for any reason, recoverable damages are limited to ordinary and actual loss or damage suffered by the Member directly resulting from the Company's breach of contract, tort, or other event giving rise to liability. They do not include lost profits, indirect damages, special damages, business interruption losses, or attorneys' fees.

9. In the case described in the preceding paragraph, the Company's aggregate liability to a Member shall not exceed the total service fees actually received by the Company from that Member during the one-year period preceding the event giving rise to the loss or damage. The limitations in the preceding paragraph and this paragraph do not apply to the Company's willful misconduct or gross negligence.

Article 18 Confidentiality

1. "Confidential Information" means all information disclosed by the Company or a Member to the other party in connection with the Services. It excludes information that was public at disclosure, was already lawfully held by the recipient, becomes public through no fault of the recipient, is lawfully obtained from a third party without a duty of confidentiality, or is independently developed without using Confidential Information.

2. A recipient of Confidential Information (the "Recipient") shall use it solely to perform the Service Agreement and shall not disclose or divulge it to a third party without the prior written consent of the disclosing party (the "Discloser").

3. Notwithstanding the preceding paragraph, User Information may be handled for the purposes and within the scope set forth in Article 11.

4. A Recipient may disclose Confidential Information to its officers, employees, contractors, and professionals bound by statutory duties of confidentiality to the extent necessary to perform the Service Agreement. Where such recipients are not subject to statutory duties of confidentiality, the Recipient shall impose obligations equivalent to those under this Article on them.

5. Notwithstanding the preceding paragraph, the Company may process Confidential Information through cloud services, External AI Services, and other service providers to the extent necessary to provide, operate, maintain, support, secure, or troubleshoot the Services. External AI Services providers shall be subject to the following paragraph; the Company shall impose confidentiality obligations equivalent to those under this Article and appropriate security obligations on other service providers.

6. When using External AI Services, the Company shall implement reasonable security measures, review the provider's published terms of use, Data Processing Addendum, and other data protection conditions, and use those services in accordance with the Company's AI usage guidelines and other internal information security rules. Where the provider offers settings that prevent input information from being used for the provider's model training or other secondary use, the Company shall use those settings.

7. If a Recipient becomes aware of an unauthorized disclosure or leakage of Confidential Information, it shall promptly notify the Discloser and take necessary measures to prevent further harm.

8. A Recipient may disclose Confidential Information to the extent required by laws or regulations or an order of a court or governmental authority. In that case, it shall promptly notify the Discloser to the extent permitted by law.

9. Upon the ending of the Service Agreement or at the Discloser's request, the Recipient shall return or destroy Confidential Information as instructed by the Discloser, except information that must be retained for legal or technical reasons. The retention and deletion of User Information shall be governed by Article 12.

Article 19 Force Majeure

Neither the Company nor a Member shall be liable for failure or delay in performing an obligation due to circumstances beyond its reasonable control, including natural disasters, war, riots, terrorism, serious disease, enactment, amendment, or repeal of laws or regulations, governmental action, labor disputes, or failures of communications lines or systems. This does not apply to a Member's obligation to pay service fees.

Article 20 Amendments to These Terms and Other Rules

1. The Company may amend these Terms and other rules or provisions concerning the Services (the "Company Rules") under Article 548-4 of the Civil Code of Japan in either of the following cases:

(1) The amendment conforms to the general interests of Members.

(2) The amendment does not conflict with the purpose of the contract and is reasonable in light of the necessity of the amendment, the appropriateness of its content, and other circumstances.

2. The Company shall specify the effective date of the amendment and, in principle at least 30 days before that date, inform Members that an amendment will be made, of the amended content, and of the effective date by posting on the Company's website or Help Center, sending an email to the Registered Email Address, or other appropriate means.

Article 21 Notices

1. Notices from the Company to a Member shall be given by email to the Registered Email Address, posting on the Company's website or Help Center, or other means the Company considers appropriate.

2. A Member shall keep its Registered Email Address accurate and promptly notify the Company of any change.

3. Notices from a Member to the Company shall be given in the manner designated by the Company.

Article 22 Assignment of Contractual Status and Rights

1. A Member shall not assign, transfer, create a security interest in, or otherwise dispose of its status under a Service Agreement or any rights or obligations under it to a third party without the Company's prior written consent.

2. If the Company transfers the business relating to the Services to a third party, it may transfer its contractual status, rights, and obligations under the Service Agreement to the transferee in connection with that business transfer, and the Member consents to this in advance.

Article 23 Exclusion of Antisocial Forces

1. The Company and each Member represent and warrant, now and in the future, that neither they nor their officers are organized crime groups, members of such groups, companies affiliated with such groups, corporate racketeers, or other equivalent antisocial forces; are controlled or influenced by such forces; use such forces; provide funds or otherwise participate in their activities; or maintain socially reprehensible relationships with them.

2. The Company and each Member warrant that they shall not, themselves or through a third party, engage in violent demands, unreasonable demands exceeding legal responsibility, threatening language or conduct, use of violence, damage to credit or obstruction of business through rumors, deception, or force, or other equivalent conduct.

3. A party terminating a Service Agreement because the other party breaches either of the preceding two paragraphs shall not be liable for loss or damage suffered by the other party as a result of that termination.

Article 24 Survival

Article 9 (Service Fees and Payment Methods), Article 10 (Ownership of Rights), Article 11 (Use of User Information), Article 12 (Data Retention and Deletion), paragraphs 5 through 7 of Article 15 (Termination of the Agreement), Article 17 (Disclaimer of Warranties and Limitation of Liability), Article 22 (Assignment of Contractual Status and Rights), Article 23 (Exclusion of Antisocial Forces), Article 24 (Survival), Article 25 (Entire Agreement and Severability), and Article 26 (Governing Law and Jurisdiction) survive the ending of the Service Agreement. Article 18 (Confidentiality) survives for three years after the Service Agreement ends.

Article 25 Entire Agreement and Severability

1. The Service Agreement constitutes the entire agreement between the Company and the Member regarding its subject matter and supersedes prior communications, agreements, and proposals.

2. If any part of a Service Agreement is held invalid or unenforceable, the remaining provisions remain valid and effective.

Article 26 Governing Law and Jurisdiction

1. The Service Agreement is governed by the laws of Japan.

2. The Company and the Member shall consult in good faith regarding all disputes arising out of or relating to the Service Agreement. If a dispute cannot be resolved through consultation, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Revised November 4, 2026

Effective date December 14, 2026