SamuraiAI Terms of Service

These Terms of Service (these "Terms") set forth the terms and conditions of use of, and the rights and obligations relating to, the AI business support service "SamuraiAX" (offered in English-language markets under the name "SamuraiAI"; the "Service") provided by Kiva Inc. (the "Company").

Article 1 (Definitions)

The terms used in these Terms (including any exhibits) have the following meanings.
1. "AI business support service "SamuraiAX" (the "Service")" means a service that uses AI technology to support the streamlining, automation and enhancement of the business operations of the Customer. The specific contents, functions, forms of provision, scope of provision, available quantities, operating conditions, scope of support, Deliverables and schedule of the Service shall be set forth in the Application Form and the Service Specifications.
2. "Service Agreement" means the agreement entered into between the Company and the Customer for the Company to provide the Service to the Customer. The Service Agreement includes any and all documents or electromagnetic records agreed between the Company and the Customer, regardless of their titles, including application forms, purchase orders, quotations, Service Specifications, service outsourcing agreements, memoranda and individual service terms separately established by the Company.
3. "Application Form" means the document or electromagnetic record prescribed by the Company that the Customer submits to the Company in order to apply for use of the Service, and which forms part of the Service Agreement.
4. "Service Specifications" means the document or electromagnetic record (regardless of its title) that sets forth the functions, forms of provision, scope of provision, available quantities, operating conditions, scope of support, Deliverables, schedule, service fees and other specific and individual conditions of the Service, and which forms part of the Service Agreement.
5. "Individual Services" means consulting services relating to the introduction, use and business utilization of the Service, and services relating to the design, development, implementation and introduction of applications, workflows, AI agents, integration functions with external systems and the like tailored to the requests of the Customer, which may be provided as optional services of the Service.
6. "Generated Output" means the output (text, images, code, etc.) generated by AI as a result of the Customer accessing the AI functions of the Company and entering prompts or other information (the "Input Data").
7. "Deliverables" means the individual applications, individual workflows, individual design documents and the like that the Company has agreed in the Application Form or the Service Specifications to deliver to the Customer under the Individual Services.

Article 2 (Scope of Application)

1. These Terms set forth the matters to be observed by the Customer (a person who wishes to use the Service and has become a party to the Service Agreement pursuant to Article 3) and the rights and obligations between the Company and the Customer with respect to the use of the Service and the systems relating to the Service (the "System") provided by the Company to the Customer, and apply to all relationships relating to the use of the Service.
2. These Terms apply simultaneously with the formation of the Service Agreement set forth in Article 3 and shall be treated as an integral part of the Service Agreement. The provisions of the Service Agreement shall also apply to these Terms to the extent possible in light of their content and nature.
3. Unless otherwise provided in these Terms, the terms used in these Terms have the same meanings as in the Service Agreement.
4. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail over these Terms.
5. The Company may amend these Terms in any of the following cases. In such case, the Company shall notify the Customer of the content of the amended Terms and the effective date thereof by the effective date, by posting on the Service or on the website of the Company or by any other method prescribed by the Company.
(1) where the amendment to these Terms conforms to the general interests of the Customer; or
(2) where the amendment to these Terms is not contrary to the purpose of the agreement and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content and other circumstances relating to the amendment.
6. Even where the preceding paragraph does not apply, if the Customer continues to use the Service on or after the effective date, the Customer shall be deemed to have agreed to the amended Terms.

Article 3 (Formation of the Service Agreement)

1. A person who wishes to use the Service shall agree to comply with these Terms and apply for use of the Service by the method designated by the Company.
2. An application for use of the Service must be made by the individual or corporation that will itself use the Service, and applications made by agents are not permitted. A person who wishes to use the Service shall provide the Company with true, accurate and up-to-date information when applying.
3. Upon acceptance by the Company of an application made by an applicant pursuant to Paragraph 1 of this Article, a Service Agreement is formed with the Company and these Terms apply.
4. The commencement date and the term of use of the Service shall be determined in the Service Agreement or otherwise between the Company and the Customer.

Article 4 (Contracts with Partner Companies of the Company)

Even where a person who wishes to use the Service enters into a contract relating to the use of the Service with a partner company such as a sales agent affiliated with the Company, these Terms shall apply.

Article 5 (Accounts)

1. The Company shall issue to a Customer with whom a Service Agreement has been formed the Customer ID and password necessary to use the Service (collectively, the "Account").
2. The Customer shall appropriately manage and safeguard its Account relating to the Service at its own responsibility, and shall not, itself or through its employees or others, allow any third party to use the Account, or lend, transfer, change the name of, or sell the Account.
3. The Customer shall bear responsibility for any damage arising from inadequate management of the Account, errors in use, use by a third party or the like, and the Company shall bear no responsibility whatsoever.
4. All acts of use of the Service performed through an Account after its issuance shall be deemed attributable to the Customer.
5. If the Customer discovers that its Account has been stolen or is being used by a third party, the Customer shall immediately notify the Company and follow the instructions of the Company.
6. If the Company determines, based on its own criteria, that there is a possibility that the Account of the Customer is being used improperly, the Company may suspend the use of the Service by the Customer. In such case, the Customer shall follow the procedures prescribed by the Company to have the suspension lifted. The Company shall bear no responsibility whatsoever for any damage arising on the ground that the Customer is unable to use the Service as a result of such measures taken by the Company.

Article 6 (Forms of Provision of the Service)

1. The forms of provision of the Service include those listed in the following items and any and all other forms. The forms and scope actually provided by the Company to the Customer shall be set forth in the Application Form and the Service Specifications.
(1) provision of cloud services (SaaS) and other software use services;
(2) provision of functions by which AI directly operates workflows on a PC (various desktop applications and GUIs on web browsers may be incorporated into workflows) and other business automation functions;
(3) design, development, implementation and introduction of applications, workflows, AI agents, integration functions with external systems and the like tailored to the requests of the Customer;
(4) provision of human services relating to the introduction, utilization, business design and operational support of the Service;
(5) provision of APIs, SDKs, libraries, plug-ins, browser extensions, desktop and mobile applications and other client tools or embeddable components;
(6) provision of web-based user interfaces and dashboards; and
(7) provision of documentation, support, updates and other ancillary services incidental to the preceding items.
2. Through the means set forth in the preceding paragraph that are specified in the Application Form and the Service Specifications, the Customer may access the AI functions of the Company, enter prompts and other information (the "Input Data"), and obtain and utilize the output generated by AI (the "Generated Output").
3. The Service includes new functions, new forms of provision, upgrades, the addition, change or discontinuation of AI models, and changes to the format of the Service that may be provided in the future.
4. In providing the Service, the Company may use AI models, cloud infrastructure, software, APIs and other resources provided by third parties.
5. During the term of the Service Agreement, the Customer may use the Service in accordance with the methods prescribed by the Company, within the scope of the purpose of these Terms and to the extent not in breach of these Terms.
6. The Customer shall, at its own cost and responsibility, prepare and maintain the PCs, software and other equipment, communication lines and other communication environments necessary to use the Service.
7. The Customer shall, at its own cost and responsibility, take security measures appropriate to its own usage environment, such as prevention of computer virus infection, prevention of unauthorized access and prevention of information leakage.

Article 7 (Service Fees and Payment Method)

1. As consideration for the use of the Service, the Customer shall pay to the Company the service fees set forth in the Service Agreement or otherwise determined by the Company (the "Service Fees").
2. The Customer shall pay the Service Fees to the Company by the method prescribed by the Company. Transfer fees and other costs necessary for payment shall be borne by the Customer.
3. If the Customer delays payment of the Service Fees, the Company may additionally claim from the Customer late payment damages at the rate of 14.6% per annum.

Article 8 (Customer Support)

1. The Company shall provide support so that the Customer can use the Service properly, by the methods and within the scope separately prescribed by the Company. In such case, the Company may charge the Customer reasonable costs required for such support.
2. The Customer consents to the Company viewing information entered by the Customer in using the Service, and operating and verifying the systems of the Customer, when the Company provides the customer support set forth in the preceding paragraph.

Article 9 (Provision of Consulting Services and Individual Development Services)

1. The Company may provide, as optional services, consulting services relating to the introduction, use and business utilization of the Service, and services relating to the design, development, implementation and introduction of applications, workflows, AI agents, integration functions with external systems and the like tailored to the requests of the Customer (the "Individual Services").
2. If the Customer wishes the Company to provide Individual Services, the Customer shall separately apply by the method prescribed by the Company.
3. The scope, requirements, Deliverables, method of delivery, schedule, method and period of acceptance inspection, consideration and payment conditions of the Individual Services shall be set forth in the Application Form and the Service Specifications. Any work exceeding the scope set forth in the Application Form and the Service Specifications shall be performed after the Company and the Customer have discussed the impact on consideration and schedule and have agreed in writing or by electromagnetic means.
4. The same shall apply as set forth in the second sentence of the preceding paragraph where the Customer wishes to add to or change the requirements of the Individual Services.
5. The Customer shall provide the Company with the data, materials and the like of the Customer that are necessary for the Company to provide the Individual Services (such data, materials and the like provided by the Customer, the "Provided Data"). If the Customer delays the provision of the Provided Data, the Company shall bear no responsibility for any resulting delay in the delivery date, additional costs or inability to perform the work.
6. Upon completion of the Individual Services, the Company shall destroy or return the Provided Data and materials at the election of the Customer.
7. The Customer warrants to the Company the accuracy and safety of the Provided Data and materials, and warrants that it has proper authority to provide the Provided Data and materials to the Company and that such provision does not violate any laws or regulations.

Article 10 (Prohibited Acts)

1. In using the Service, the Customer shall not engage in any of the following acts:
(1) acts that violate laws or regulations, or that may constitute a crime;
(2) acts contrary to public order and morals;
(3) acts of using the Service for services competing with the services of the Company, or otherwise using the Service in a manner that obstructs, impairs or harms the use of the services of the Company;
(4) acts that infringe the intellectual property rights, trade secrets, portrait rights, privacy rights, reputation or other legally protected rights or interests of the Company, other Customers or any other third party;
(5) acts that place an excessive load on the Service (or the network);
(6) acts of gaining, or attempting to gain, unauthorized access to the Service (or the network);
(7) acts of circumventing, or attempting to circumvent, access restrictions or use restrictions of the Service;
(8) any reverse engineering, including decompiling and disassembling, to analyze the software of the Company;
(9) acts of transmitting information containing computer viruses or other harmful computer programs;
(10) acts of using the Service beyond the purpose or scope set forth in the Application Form and the Service Specifications, or using the Service in a manner that infringes the legitimate rights or interests of any third party;
(11) acts of sublicensing the use of the Service to any third party, or lending or otherwise disposing of it (except where the Company has expressly permitted such act in the Application Form or the Service Specifications); and
(12) in addition to the preceding items, any act that the Company deems inappropriate.
2. If the Customer falls under any of the preceding items, the Company may restrict or suspend the use of the Service by the Customer, or immediately terminate the Service Agreement.
3. Notwithstanding the preceding paragraph, if the Company suffers damage as a result of a breach by the Customer of any provision of these Terms, or arising from or in connection with the use of the Service by the Customer, the Company may claim from the Customer compensation for the damage actually incurred (including a reasonable amount of attorney fees).

Article 11 (Operational Warranty)

1. The Company does not warrant that the Service will always operate on every terminal device. The Customer shall confirm, at its own responsibility, that the Service operates properly on the terminal device it intends to use.
2. The Company does not warrant that the Service is free from bugs or other defects, or that the Service conforms to any particular purpose of use of the Customer. Nor does the Company warrant the proper operation of the Service where other software is used, or used in combination, on a terminal device.
3. With respect to functions of the Service that involve transmitting files to the servers of the Company, the Company does not warrant that the uploading, storage and downloading of files will always be carried out without difficulty.
4. The Customer may not demand a refund or any other compensatory measure from the Company on the ground that the Service does not operate on the terminal device the Customer expects.

Article 12 (Changes to the Service)

1. The Company may, at its discretion, change or discontinue the contents of the Service at any time for the purpose of adding functions to, maintaining the quality of, or improving the quality of the Service. Where the Company changes or discontinues the contents of the Service, it shall give prior notice by the method prescribed by the Company, except in urgent or unavoidable cases. The Company does not warrant that functions or convenience equivalent to those before the change will be maintained for the Customer as a result of a change to the contents of the Service.
2. The Company shall bear no responsibility even if the Customer suffers damage as a result of measures taken by the Company pursuant to the preceding paragraph.

Article 13 (Suspension of the Service, etc.)

1. The Company may suspend or interrupt all or part of the provision of the Service without prior notice to the Customer in any of the following cases:
(1) where inspection or maintenance work on the System or on the servers of the Company is carried out on a regular or emergency basis;
(2) where computers, communication lines or the like are stopped due to an accident;
(3) where a failure, suspension, specification change or discontinuation of provision occurs with respect to AI models, cloud infrastructure, APIs or other resources provided by third parties as set forth in Article 6, Paragraph 4;
(4) where the Service cannot be provided due to force majeure such as earthquake, lightning, fire, wind or flood damage or other natural disaster, power outage or war; or
(5) in any other case where the Company determines that suspension or interruption is necessary.
2. The Company may terminate the provision of the Service at its reasonable discretion. In such case, the Company shall give prior notice to the Customer.
3. The Company shall bear no responsibility whatsoever for any damage incurred by the Customer arising from measures taken by the Company pursuant to this Article.

Article 14 (Intellectual Property Rights)

1. All intellectual property rights relating to the Service, including the name and marks of the Service, its design, program works including the System, the right to obtain patents and other registrations for inventions and devices relating to the System, the right to obtain patents and other registrations for inventions and devices created in the course of providing the Service, and the operational know-how of the Service, belong to the Company.
2. Intellectual property rights relating to Deliverables, programs, modules, designs, methods, know-how and inventions created, developed or devised by the Company in the Individual Services set forth in Article 9 shall belong to the Company. The Company grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use them for the purpose of the internal business of the Customer during the term of the Service Agreement. However, intellectual property rights relating to pre-existing works, data, trademarks and other materials of the Customer provided by the Customer to the Company shall be reserved to the Customer.
3. If a treatment different from that in the preceding paragraph is desired with respect to the ownership or conditions of use of the rights in the preceding paragraph, the Company and the Customer may determine such treatment through separate consultation.
4. Rights relating to Generated Output shall belong to the Customer to the extent that such rights arise under laws and regulations. However, rights relating to any portion of the Generated Output derived from the System, pre-existing works of the Company, trained models of the Company, or templates, prompts, components or the like provided by the Company shall be reserved to the Company, in which case the Company grants the Customer the right to use such portion to the extent necessary to use the Generated Output. The Company does not warrant that the Generated Output does not infringe the rights of any third party.
5. The Company may freely utilize feedback and improvement suggestions from the Customer relating to the Service for the purposes of the business of the Company, including the improvement of the Service.
6. The Customer may use the Service only in accordance with the Service Agreement and these Terms, and does not thereby acquire an assignment of, or a license to, such intellectual property rights beyond that scope.

Article 15 (Confidentiality of Technical Information)

1. The Customer and the Company shall strictly keep confidential the technical information of the other party that they come to know in the course of performing the Service Agreement, shall not disclose or divulge it to any third party, and shall not use it for any purpose other than performing the obligations set forth in these Terms and the Service Agreement.
2. Notwithstanding the preceding paragraph, the Customer and the Company shall bear none of the obligations set forth in that paragraph with respect to information that they can prove falls under any of the following items:
(1) information that was already publicly known at the time of disclosure or provision;
(2) information that was already in their possession prior to disclosure or provision;
(3) information that became publicly known after disclosure or provision through no fault of their own;
(4) information that they came to know after disclosure or provision through their own independent development; and
(5) information that they lawfully came to know after disclosure or provision from a third party with proper authority, without an obligation of confidentiality.

Article 16 (Management of Information Relating to the Service by the Company)

1. The Company may, for the purposes of improving the Service and maintaining and managing the Service, analyze information entered by the Customer into the System, the status of use of the Service by the Customer, and information relating to the frequency of use of screens and items (the "Usage Data"), after appropriately processing such data into a state in which the Customer cannot be identified. The information obtained as a result of such analysis shall belong to the Company, and the Customer consents thereto.
2. Notwithstanding the preceding paragraph, the Company may handle the Usage Data without carrying out the processing set forth in the preceding paragraph only where necessary for the provision of the Service, the detection of failures, investigation of their causes and recovery therefrom, the provision of support, the investigation of and response to unauthorized use, security threats or breaches of these Terms, and compliance with laws and regulations. In such case, the Company shall do so limited to the minimum scope and the minimum number of authorized persons necessary to achieve such purpose.
3. The Company may store the Usage Data of the Customer, after appropriately processing it into a state in which the Customer cannot be identified, for six months from the day following the date on which the Service Agreement terminates (for any reason whatsoever), and may analyze it in accordance with Paragraph 1 of this Article.
4. The Company shall endeavor to keep the Usage Data confidential and manage it with the due care of a prudent manager.
5. The Customer consents that, where the Company is requested to disclose or submit information relating to the Service by an order of a court or other public agency with legal authority, the Company may disclose or submit such information in accordance with such order, and the Customer shall raise no objection to such disclosure or submission.
6. The Company shall not use information entered by the Customer into the System for the purpose of learning or training AI models, machine learning models or other general-purpose functions of the Company or of any third party. However, this shall not apply where the Customer has separately consented.
7. The Company shall not provide information entered by the Customer into the System to any third party. However, this shall not apply in any of the following cases:
(1) where such information is transmitted to AI models, cloud infrastructure or other resources provided by third parties as set forth in Article 6, Paragraph 4 for the purpose of providing the Service. In such case, the Company shall use such resources on the condition that such information is not used for the learning or training of AI models by such third parties;
(2) where the consent of the Customer has been obtained; and
(3) where Paragraph 5 of this Article applies, or as otherwise required by laws and regulations.

Article 17 (Handling of Personal Information, etc.)

The Company shall handle personal information and the like received from the Customer in accordance with the Privacy Policy of the Company, and the Customer agrees that the Company will handle personal information and the like received from the Customer in accordance with such Privacy Policy.

Article 18 (Exclusion of Anti-Social Forces)

1. The Customer and the Company each represent and warrant to the other that neither they nor their controlling shareholders, officers or employees fall under any of the following items (any person or group falling under any of the following items, "Anti-Social Forces"):
(1) organized crime groups;
(2) members or quasi-members of organized crime groups; and
(3) companies related to organized crime groups, corporate racketeers, groups engaging in criminal activities under the pretext of conducting social campaigns, and other individuals or groups, and their members, whose purpose is to engage in anti-social acts such as violence, fraud, intimidation or extortion, or to obtain profits through such acts.
2. The Customer and the Company shall not have any of the following relationships with the anti-social forces set forth in the preceding paragraph or with persons closely related to anti-social forces ("Anti-Social Forces, etc."):
(1) a relationship in which their management is controlled by Anti-Social Forces, etc.;
(2) a relationship in which they make use of Anti-Social Forces, etc.;
(3) a relationship in which Anti-Social Forces, etc. are substantially involved in their management;
(4) a relationship in which they provide funds or the like to, or provide benefits to, Anti-Social Forces, etc.; and
(5) a relationship in which they provide guidance, cooperation or assistance to Anti-Social Forces, etc. in the operation, management or other business thereof.
3. The Customer and the Company shall not engage in any of the following acts against the other party, either themselves or through a third party:
(1) violent demands;
(2) unreasonable demands beyond legal responsibility;
(3) threatening behavior or the use of violence in relation to transactions;
(4) acts of damaging the credit of the other party, or obstructing the business of the other party, by spreading rumors, using deceptive means or using force; and
(5) any other act equivalent to the preceding items.

Article 19 (Force Majeure)

If a delay in or inability to perform all or part of the Service Agreement arises due to the occurrence of any force majeure event beyond the reasonable control of the parties, including natural disasters, nuclear disasters, war, terrorist activities, riots, strikes, the amendment, abolition or enactment of laws and regulations, accidents involving transportation facilities, or the spread of epidemics or infectious diseases, for which neither the Customer nor the Company is responsible, the Customer or the Company shall bear no responsibility to the other party. Where this Article applies, the Customer or the Company shall promptly notify the other party, in writing or by electromagnetic means to the extent possible, of the nature of the force majeure event and the performance obligations affected thereby, and shall use reasonable efforts to minimize the impact of the force majeure event and to perform the suspended obligations as soon as possible.

Article 20 (Termination for Convenience)

1. During the contract term, the Customer or the Company may terminate the Service Agreement as of the last day of the month in which termination is desired (the "Desired Termination Month") by giving notice to the other party in writing or by electromagnetic means by the last day of the month preceding the Desired Termination Month.
2. Where the Company terminates the Service Agreement pursuant to the preceding paragraph, the Company shall refund to the Customer the portion of the Service Fees already received corresponding to the unexpired period, and the liability of the Company shall be limited to such refund. No pro rata daily settlement of monthly service fees shall be made upon termination.
3. Where the Customer terminates the Service Agreement pursuant to Paragraph 1, the Company shall bear no obligation to refund Service Fees already received.
4. With respect to the Individual Services set forth in Article 9, where a minimum term of use or the treatment upon termination for convenience is set forth in the Application Form or the Service Specifications, such Application Form or Service Specifications shall govern, notwithstanding Paragraphs 1 through 3 of this Article.

Article 21 (Termination for Cause)

1. The Customer or the Company may immediately terminate the Service Agreement by giving notice to the other party where any of the following events occurs with respect to the other party:
(1) the other party breaches any provision of the Service Agreement or these Terms and fails to cure such breach within 14 days after receiving a written or electromagnetic notice demanding cure of the breach;
(2) a bill or check drawn by the other party, or a bill or check endorsed by the other party, is dishonored;
(3) the other party is subject to a petition for attachment, provisional attachment, provisional disposition, compulsory execution or auction, or to a disposition for delinquency in taxes and public dues;
(4) a petition for commencement of bankruptcy, liquidation, special liquidation, civil rehabilitation or corporate reorganization proceedings is filed against the other party or by the other party itself;
(5) the other party receives a disposition of business suspension, or revocation of its business license or business registration, from a supervisory authority; and
(6) the other party breaches Article 18 of these Terms regarding the exclusion of anti-social forces.
2. Termination of the agreement pursuant to the preceding paragraph shall not preclude the exercise of a claim for damages against the other party.

Article 22 (Disclaimers and Limitation of Warranties)

1. (The Service and Individual Services)
The Company does not warrant in any way that the Service conforms to any particular purpose of the Customer, that it has the functions, commercial value, accuracy or usefulness expected, that the use of the Service by the Customer complies with laws, regulations, guidelines and the like applicable to the Customer, that the Service can be used continuously, or that no defects will occur. With respect to the Individual Services set forth in Article 9 as well, the Company does not warrant the achievement of the business objectives of the Customer, the improvement of business efficiency or any other effect.
2. (Generated Output)
In view of the fact that Generated Output is generated through probabilistic processing, the Company makes no warranty whatsoever as to the accuracy, completeness, timeliness, legality, usefulness or fitness for a particular purpose of Generated Output, that Generated Output does not infringe the rights of any third party, or that identical or similar Generated Output will not be output to other Customers. Where the Customer uses Generated Output for business decisions or any other purpose, the Customer shall verify its contents at its own responsibility, and the Customer shall be responsible for the use of Generated Output and the results thereof.
3. (Deliverables)
Where Deliverables do not conform to the contract with respect to quality, the liability of the Company shall be limited to endeavoring, within a commercially reasonable scope, to correct such Deliverables or remove the defect. However, this shall not apply where the Company is guilty of willful misconduct or gross negligence.
4. (Third-Party Services)
The Service and the System may integrate with external systems and external services ("Third-Party Services"), but such integration is not warranted, and the Company shall bear no responsibility for any impediment to such integration. The Company also makes no warranty whatsoever as to the accuracy, reliability, completeness, usefulness or security of Third-Party Services.
5. (Transactions between the Customer and Third Parties)
The Company shall bear no responsibility whatsoever for any transactions, communications or disputes arising between the Customer and other Customers, external business operators or any other third party in connection with the use of the Service.
6. (Backup of Data, etc.)
The Customer shall ensure security and the like at its own responsibility, and the Company shall bear no responsibility whatsoever for the backup of data and the like relating to the use of the Service by the Customer.
7. (Scope of Liability for Damages)
The Company shall bear no liability whatsoever for damages incurred by the Customer in connection with the Service, except where the Company is guilty of willful misconduct or gross negligence. However, the case set forth in Paragraph 3 of this Article and the cases set forth in Articles 11, 12 and 13 of these Terms shall be governed by their respective provisions.
8. (Scope of Liability for Damages Where the Disclaimers Do Not Apply)
Where the Company bears liability for damages to the Customer for reasons such as the matter falling outside the scope of application of the disclaimers set forth in these Terms, the scope of the liability of the Company for damages shall be limited to direct and ordinary damages actually incurred due to reasons attributable to the Company, and the amount of such damages shall be the total amount of Service Fees received from such Customer during the twelve months preceding the time when the cause of the damage arose. However, this shall not apply where the Company is guilty of willful misconduct or gross negligence.

Article 23 (License)

The Customer grants the Company the right to use the company name, company logo and service logo of the Customer (the "Logos, etc.") in the sales activities of the Company for the purposes set forth in the following items.
If the Customer raises an objection in advance regarding the use of the Logos, etc., the Company shall respond promptly and cease using the relevant Logos, etc.
When using the Logos, etc. of the Customer, the Company shall comply with applicable laws and endeavor to ensure that the Logos, etc. are appropriately represented.
1. posting as a case study or in a list of customers on the website of the Company;
2. use in sales materials and marketing materials (presentation materials, brochures, etc.); and
3. any other use within a reasonable scope for the purpose of introducing or promoting the services of the Company.

Article 24 (Term)

The term of the Service Agreement during which the Customer may use the Service shall be determined pursuant to Article 3, Paragraph 4 of these Terms. However, where the term determined pursuant to Article 3, Paragraph 4 of these Terms expires, if neither the Customer nor the Company gives notice of refusal to renew by 30 days prior to the expiration of the term, the Service Agreement shall be automatically renewed on the same conditions and for the same term, and the same shall apply thereafter.

Article 25 (Assignment of Contractual Status)

1. The Customer may not assign, transfer, create security interests over, or otherwise dispose of its rights or obligations under these Terms to any third party.
2. Where the Company transfers the business relating to the Service to another company, the Company may, in connection with such business transfer, assign to the transferee its rights and obligations under these Terms as well as the registered information and other information of the Customer, and the Customer hereby consents in advance under this paragraph to such assignment. The business transfer set forth in this paragraph includes not only ordinary business transfers but also company splits and all other cases in which a business is transferred.

Article 26 (Surviving Provisions)

The provisions of Article 7 (Service Fees and Payment Method) (only where there are unpaid amounts), Article 10 (Prohibited Acts), Article 14 (Intellectual Property Rights), Article 15 (Confidentiality of Technical Information), Article 16 (Management of Information Relating to the Service by the Company), Article 18 (Exclusion of Anti-Social Forces), Article 19 (Force Majeure), Article 20, Paragraph 4 (Termination for Convenience of Individual Services), Article 21 (Termination for Cause), Article 22 (Disclaimers and Limitation of Warranties), Article 27 (Resolution by Consultation) and Article 28 (Governing Law and Jurisdiction) shall survive the termination of the Service Agreement to the extent that they should survive by their nature.

Article 27 (Resolution by Consultation)

With respect to matters not provided for in these Terms, or matters as to which doubt arises regarding the interpretation of these Terms, the Company and the Customer shall consult with each other in good faith and seek a resolution.

Article 28 (Governing Law and Jurisdiction)

Disputes between the Customer and the Company relating to the use of the Service shall be governed by Japanese law, and the Tokyo District Court shall be the exclusive agreed court of first instance.

Supplementary Provisions

1. These Terms take effect on August 20, 2026.
2. These Terms constitute a complete revision of the "SamuraiAI Terms of Service" established by the Company on July 16, 2025. These Terms shall also apply, on and after the effective date of these Terms, to agreements with Customers who have entered into Service Agreements with the Company under those terms. The Company shall notify such Customers of the details of the changes made by these Terms by the effective date, by the method set forth in Article 2, Paragraph 5.
3. The service fees, contract term and service contents set forth in Service Agreements entered into before the effective date of these Terms shall be governed by such Service Agreements.