Terms of Service

Article 1 (Application)

• 1. These Terms and Conditions set forth the general terms and conditions for the use of this Service.
• 2. In addition to these Terms of Service, the use of this Service is governed by the User Agreement, SLA, specific application terms, and other specific provisions entered into between the Parties.
• 3. In the event of any inconsistency or conflict between these Terms, the Service Agreement, the SLA, the Individual Application Terms, or other specific provisions, they shall be applied in the following order of priority: the Individual Application Terms, the Service Agreement, these Terms, the SLA, and other specific provisions. However, the Individual Application Terms shall take precedence only with respect to matters expressly stipulated therein.
• 4. Party B shall be deemed to have agreed to the terms and conditions of this Agreement, including these Terms, at the time Party B applies for use of the Service in the manner specified by Party A and Party A accepts such application, or at the time Party B actually uses all or part of the Service.
• 5. Party B may use the Service only in a business capacity and may not use the Service as a consumer, unless Party A has expressly consented to such use in writing.

Article 2 (Definitions)

The meanings of the terms used in these Terms and Conditions shall be as defined in the following items.

• 1. “Party A’s Website” refers to the website, landing pages, administrative interface, and any other online media operated by Party A that publishes information related to this Service.
• 2. “Account” means the ID, password, authentication information, and other credentials granted to Party B by Party A or set up by Party B for the purpose of using the Service.
• 3. “Party B Data” refers to all data, images, videos, audio, text, configuration information, and other information that Party B inputs, transmits, saves, uploads, links, or registers to the Service.
• 4. “Content” refers to all information, images, videos, audio, text, numerical data, programs, code, and other expressions that are displayed, stored, transmitted, received, generated, analyzed, or processed on this Service.
• 5. “Intermediate deliverables” refers to intermediate outputs, logs, features, embeddings, analytical information, metadata, historical data, auxiliary data, derived data, statistical information, anonymized information, and other similar information generated during the processing of this Service or AI functions, which are inherently inseparable from Party A’s systems. This does not include Party B’s data itself or any form in which Party B’s data can be restored or reused as-is.
• 6. “Intellectual property rights” refers to copyrights (including the rights set forth in Articles 27 and 28 of the Copyright Act), patent rights, utility model rights, design rights, trademark rights, know-how, trade secrets, database rights, and all other rights related to intellectual property.
• 7. “Specific Provisions, etc.” refers to the terms of use, operational conditions, technical specifications, and other relevant conditions that Party A provides in connection with the Service via websites, applications, email, the administration interface, specifications, guidelines, operational rules, policies, notices, or other means.
• 8. “Individual Application Terms” means the fees, contract term, number of IDs, plan, optional features, scope of service, payment terms, and other specific transaction conditions for the Service that Party A presents to Party B via an application form, application screen, order form, quotation, invoice, order confirmation, purchase order, specification sheet, email, or other means, or that are agreed upon between Party A and Party B.
• 9. “Third-Party Services” means cloud infrastructure, telecommunications carriers, authentication platforms, API providers, operating systems, browsers, third-party software, third-party platforms, and any other services, products, or environments provided or managed by third parties other than Party A.

Article 4 (Changes to the Terms and Conditions and Service Content)

• 1. Party A may amend these Terms and Conditions without obtaining Party B’s consent if there are reasonable grounds, such as amendments to laws and regulations, changes to service content, business necessities, security measures, operational necessities, or other reasonable reasons.
• 2. Party A shall notify users of the content and effective date of the amended Terms and Conditions by posting them on Party A’s website, via email, through notifications on the Service, or by any other means Party A deems appropriate.
• 3. Any changes to fees, the contract term, or other material terms of the contract shall be governed by the User Agreement or the specific terms of the application.
• 4. If the User uses the Service after the effective date of the amended Terms, the User may be deemed to have agreed to such amended Terms.

Article 5 (Integration with External Services)

• 1. This Service may integrate with cloud, payment, video streaming, file storage, authentication, or other third-party services provided by the Company or a third party.
• 2. Party A may modify, add, or remove features related to integration with third-party services without prior notice when reasonably necessary.
• 3. Party B shall comply with the terms of use of the third-party service and all applicable laws and regulations when integrating with such third-party service.
• 4. Party A shall not be liable for the availability, performance, continuity, specification changes, suspension, termination, or malfunctions of third-party services.
• 5. Party B shall, at its own expense and responsibility, provide the hardware, software, internet connection, and appropriate security measures necessary for the use of the Service; Party A shall not be liable for any malfunctions or damages arising from these.

Article 6 (Account Registration and Management)

• 1. Party B may use the Service after completing the user registration process in the manner specified by Party A and obtaining Party A’s consent.
• 2.Party A may refuse to approve a registration application or suspend or delete an account that has already been granted if any of the following conditions apply.
  • (1) If the application is not submitted in accordance with the method specified by Party A
  • (2) If the registration information contains false statements, errors, omissions, or other material deficiencies
  • (3) If the application is submitted by a person who has previously violated these Terms of Service, the User Agreement, the SLA, or any other applicable terms and conditions
  • (4) If Party A reasonably determines that the application was submitted by fraudulent means
  • (5) If Party A reasonably determines that the other party falls under the category of antisocial forces or has ties to such forces
  • (6) In any other case where Party A reasonably determines that it is inappropriate
• 3. Party B shall manage the account strictly and at its own risk, and shall not transfer, lend, share, change the name on the account, use it as collateral, or engage in any other similar acts.
• 4. Party A may deem any and all actions taken through the account to be the actions of Party B, the holder of said account.
• 5. If Party B becomes aware of any unauthorized use, disclosure, theft, or other irregularities regarding the account, Party B shall immediately notify Party A and follow Party A’s instructions.

Article 7 (Changes to Registration Information)

If there are any changes to the registration information, Party B shall immediately complete the change procedures in the manner prescribed by Party A. Party A shall not be liable for any disadvantages or damages arising from Party B’s failure to complete such procedures.

Article 8 (Prohibited Acts)

• 1.When using this Service, the User shall not engage in any acts that fall under or are likely to fall under any of the following items.
  • (1) Any act that infringes upon the intellectual property rights, property rights, privacy rights, portrait rights, reputation rights, or other rights of the Company or a third party
  • (2) Acts that violate laws and regulations, public order and morals, or generally accepted social norms
  • (3) Transferring, lending, sharing, or changing the name of an account to a third party, or allowing a third party to misuse the account
  • (4) Acts that place an excessive load on this Service, related systems, or servers, or that interfere with their operation
  • (5) Any attempt to investigate the programs, software, APIs, structure, or other aspects of this Service through reverse engineering, decompilation, disassembly, analysis, or any other means
  • (6) Modifying, reprinting, reproducing, reusing, redistributing, selling, lending, or publicly transmitting any information, programs, images, text, data, or other materials provided through this Service without the prior consent of the Client
  • (7) Transmitting, installing, or spreading computer viruses, worms, malware, or other harmful programs or data
  • (8) Engaging in advertising, promotion, solicitation, sending spam, or other commercial activities without Party A’s consent
  • (9) Using this Service to develop, sell, operate, or provide to third parties any competing or similar services, products, or systems
  • (10) Reselling, re-providing, lending, sublicensing, or otherwise allowing third parties to use the Service in any similar manner; provided, however, that this shall not apply if Party A has separately consented in writing.
  • (11) Using this Service for the purposes of verification, evaluation, benchmarking, comparison, public review, performance measurement, or any other similar purposes, and disclosing, publishing, or distributing the results to third parties without the prior consent of Party A
  • (12) Any act of collecting, inferring, using, or disclosing to a third party Party A’s trade secrets, security information, vulnerability information, configuration information, or other highly confidential information
  • (13) Acts involving involvement with, or the use, support, or collaboration with, antisocial forces
  • (14) Any other conduct that Party A reasonably deems inappropriate
• 2. If Party A determines that Party B falls under any of the items listed in the preceding paragraph, Party A may, without prior notice, suspend all or part of the use of the Service, suspend or delete the account, or take any other necessary measures.

Article 10 (Personal Information)

• 1. Party A shall appropriately collect, use, and manage Party B’s personal information in accordance with Party A’s separately established privacy policy and applicable laws and regulations.
• 2. When Party B enters, transmits, or uploads personal information to the Service, Party B warrants that it has lawfully obtained such personal information and has obtained the necessary authorization and consent to provide it to Party A.
• 3. When Party A handles personal data on behalf of Party B, Party A shall implement security measures to the extent required by law and exercise necessary and appropriate supervision over any subcontractors. Detailed terms shall be set forth in a separate data processing agreement, individual application terms, or specifications, as necessary.
• 4. Party A shall not improperly disclose Party B’s personal information to any third party, except where required by law, where necessary to protect human life, physical safety, or property, where such information is used as statistical data, anonymized data, or processed data permitted by law, or in other cases permitted by law.

Article 11 (Security Incidents)

• 1. If Party A becomes aware of a security incident that could have a significant impact on the Service, Party A shall endeavor to notify Party B to the extent that such notification does not conflict with laws and regulations, obligations to cooperate with law enforcement, trade secrets, the protection of third-party rights, restrictions under subcontracting agreements, or other reasonable constraints.
• 2. Party A shall, with respect to the incident, take commercially reasonable measures to contain, isolate, segment, restore, enhance monitoring, prevent recurrence, and implement any other actions deemed necessary.
• 3. Party A shall not be obligated to disclose the specific details of the vulnerability, attack methods, impact on other customers, audit trails, log details, forensic information, or any other information that it reasonably determines would be inappropriate to disclose for security or business reasons.

Article 12 (Disclaimer of Warranties)

• 1. Party A makes no warranties, express or implied, regarding the Service, including but not limited to its suitability for Party B’s specific purposes, its expected effects, performance, accuracy, usefulness, completeness, security, or continuity; the absence of errors, bugs, or viruses; or its non-infringement of third-party rights.
• 2. With respect to the AI functions, recognition functions, analysis functions, generation functions, API integration functions, and other functions included in this Service, as well as the results of such functions, Party A makes no warranty as to their completeness, accuracy, continuity, legality, appropriateness, validity, or fitness for a particular purpose.
• 3. Party B shall use the output results generated by AI or other automated processes only after verifying and validating them at its own risk, and Party B shall bear sole responsibility for any judgments, decisions, or actions based on such output results.

Article 13 (Liability)

Liability for damages, disclaimers, liability limits, refunds, early termination, measures following contract termination, and other legal rights and obligations regarding this Service shall be governed by the Terms of Service.

Article 14 (SLA)

The service level, incident response, scope of maintenance, exclusions, and terms for paid maintenance for this service shall be governed by a separate SLA.

Article 15 (Notices)

• 1. Any notices, communications, or other expressions of intent from Party A to Party B regarding this Service shall be made via email, through notifications displayed on this Service, by posting on Party A’s website, by sending written documents, or by any other method deemed appropriate by Party A.
• 2. The notice referred to in the preceding paragraph shall take effect and be deemed to have been received by Party B at the time of transmission for email, at the time of posting for notices posted on this Service or on the website, and three business days after mailing for notices sent by mail.

Article 16 (Governing Law and Jurisdiction)

Any and all disputes arising in connection with these Terms or the Service shall be governed by the laws of Japan, and the Nagoya District Court or the Nagoya Summary Court shall have exclusive jurisdiction as the court of first instance.

Article 17 (Language)

The official text of these Terms and Conditions is in Japanese; even if a translated version is created, in the event of any discrepancy between the Japanese version and the translated version, the Japanese version shall prevail.

Article 18 (Inquiries)

Inquiries regarding these Terms and Conditions should be directed to the following contact:
Company Name: AGENCIA Co AGENCIA
Address: 4th Floor, Urban Net Nagoya Nexta Building, 1-1-1 Higashisakura, Higashi Ward, Nagoya City, Aichi Prefecture
E-mail: support@agencia.co.jp