Article1 (General Provisions)
1.
These Terms of Use (hereinafter referred to as "Terms") govern the use of the cloud service “FotisAI” (hereinafter referred to as the “Service”) provided by AGOS LABS TECHNOLOGIES (hereinafter referred to as the “Company”). The User (as defined in Article 2) agrees to these Terms as a condition of accessing and using the Service.
2.
Specific terms separately agreed upon in an application form, memorandum, or other written agreement may supplement these Terms. However, in the event of any inconsistency or conflict between such specific terms and these Terms, the specific terms shall take precedence.
Article2 (Definition)
The terms used in these Terms shall have the meanings set forth below:
- (1) “Agreement”: Refers to the agreement between the Company and the User for the use of the Service, based on these Terms.
- (2) “User”: Refers to all individuals registered as users of the Service.
- (3) “User Information”: Refers to the ID and password of a User registered for the Service.
- (4) “External Linked Services”: Refers to services provided by third parties (e.g., AI generators, APIs, products, software) with which the Company collaborates.
- (5) “Uploaded Data”: Refers to data uploaded by the User to the Service or data entered or transmitted to the Company when using the Service.
- (6) “Generated Materials”: Refers to text, images, videos, and other content generated through the use of External Linked Services.
- (7) “Telecommunications Equipment”: Refers to smartphones, tablets, and computer devices.
Article3 (User Registration)
1.
A person who wishes to become a user of the Service may apply for user registration in accordance with the procedures specified by the Company, upon agreeing to these Terms
2.
A person who has applied for user registration as described in the preceding paragraph (hereinafter referred to as the "Applicant") will be notified of the approval or disapproval of their application. If the Company approves the registration, it will notify the Applicant accordingly, and the registration shall be deemed complete upon such notification.
3.
The Company may, at its discretion, deny user registration in any of the following cases:
- (1) If any falsehood, error, or omission is found in all or part of the registration information provided to the Company.
- (2) If the Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent of a legal representative, guardian, conservator, or assistant.
- (3) If the Company reasonably determines that the Applicant is a member of a criminal organization, a former member who has left such an organization within the last five years, a quasi-member, an affiliate company or organization, or any other group comparable to a criminal organization (hereinafter collectively referred to as "Anti-Social Forces"), or if the Company reasonably determines that the Applicant provides funds or otherwise supports the operations of Anti-Social Forces
- (4) If the Company reasonably determines that the Applicant has previously violated a contract with the Company or is associated with such a person.
- (5) If the Applicant has been subject to any of the measures set forth in Article 11.
- (6) Other cases in which the Company reasonably determines that registration is inappropriate.
4.
In the event of any change in the information registered in accordance with the preceding paragraph, the User shall promptly complete the procedures to update the registered information.
Article4 (Contents of the Service)
The Service enables Users to manage their SNS accounts collectively and suggests content for posting that is expected to achieve a high level of engagement through external linked services.
Article5 (Usage Fees)
1.
The fees for the Service shall be in accordance with the fee schedule separately established by the Company.
Article6 (Management of User Information)
1.
The User shall be responsible for properly managing and storing their User Information and shall not permit any third party to use, lend, transfer, rename, sell, or otherwise handle it without the prior consent of the Company.
2.
The User shall bear responsibility for any damages arising from inadequate management of User Information, errors in its use, or unauthorized use by third parties.
Article7 (Management of User Information and Telecommunications Equipment)
1.
The User shall, at their own expense and responsibility, provide all necessary equipment, communication methods, transportation, and other environmental resources required to access the Service. The User shall bear all communication costs incurred while using the Service.
2.
The User is responsible for managing their User Information and telecommunications equipment. The User shall be liable for any damages arising from inadequate management of User Information and telecommunications equipment, errors in usage, or unauthorized use by third parties. The Company shall bear no liability for such damages unless caused by intentional or negligent acts of the Company.
3.
If there is a risk that User Information or telecommunications equipment may be used by a third party, the User shall immediately notify the Company and follow any instructions provided by the Company.
Article8 (Conditions for Provision of the Service)
The Company may suspend or modify all or part of the Service without prior notice to the User in any of the following cases:
- (1) When performing inspections or maintenance on computer systems related to the Service.
- (2) If the Service cannot be operated due to computer or communication line failures, mishandling, excessive access concentration, unauthorized access, hacking, or similar issues.
- (3) If the Service cannot be operated due to force majeure, including but not limited to earthquakes, lightning, fires, windstorms, floods, power outages, or other natural disasters.
- (4) In any other cases where the Company reasonably determines that suspension or modification of the Service is necessary.
Article9 (Intellectual Property Rights)
1.
The User agrees to grant the Company a royalty-free, unlimited right to use all copyrights (including rights stipulated in Articles 27 and 28 of the Copyright Act) that may arise from the uploaded data and generated materials, for any purpose and without restriction.
2.
The User may not, by any method or form, reproduce, reprint, publicly transmit, modify, or otherwise use any information or content provided by the Company, excluding generated materials (collectively, "Company Content"), beyond the scope of personal use as defined by the Copyright Act.
3.
All copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights, including the right to register these rights (collectively, "Intellectual Property Rights"), related to the Company Content shall belong to the Company or its licensed licensors and shall not belong to the User. Regardless of the existence of such Intellectual Property Rights, the User may not reproduce, distribute, reprint, transfer, publicly transmit, modify, adapt, or otherwise make secondary use of the Company Content.
4.
If the User violates the provisions of this Article, resulting in a problem, the User shall resolve the issue at their own expense and responsibility, and shall take appropriate measures to prevent any disadvantage, burden, or damage to the Company.
5.
The User shall not exercise moral rights against the Company, third parties who have lawfully acquired rights from the Company, or successors of such third parties with respect to any part of the uploaded data or generated materials that may constitute a work of authorship.
Article10 (Prohibited Acts)
1.
In using the Service, the Company prohibits Users from engaging in any of the following acts:
- (1) Acts that violate these Terms.
- (2) Acts that infringe, or may infringe, on the intellectual property rights, patents, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other proprietary or personal rights of the Company, its licensors, or any third party.
- (3) Acts that cause, or may cause, disadvantage or damage to the Company or third parties.
- (4) Acts that unjustly harm or threaten to harm the honor, rights, or reputation of others.
- (5) Acts that violate any applicable laws, regulations, or ordinances.
- (6) Acts that offend, or may offend, public order and morals, or acts that provide information to other Users or third parties that may offend public order and morals.
- (7) Criminal acts, acts that lead to or promote criminal acts, or acts that may lead to or promote criminal acts.
- (8) Providing information that is false or may be false.
- (9) Unauthorized access to the Company’s system, alteration of program code or location information, intentional deception, cheating by exploiting device or application specifications, distribution of computer viruses, or any other acts that interfere, or may interfere, with the normal operation of the Service.
- (10) Mechanically obtaining information from the Service using computer software techniques (such as scraping) to extract information from the website.
- (11) Examining, disassembling, decompiling, reverse engineering, or otherwise modifying the Service’s source code.
- (12) Use of macros, automated functions, or tools that automate operations.
- (13) Acts that harm, or may harm, the credibility of the Service.
- (14) Acts that may adversely affect the mental or physical well-being of youth or hinder their healthy development (including excessively violent or obscene expressions, encouragement of suicide or self-harm, promotion of inappropriate drug use, or encouragement of discrimination).
- (15) Using the Service by impersonating a third party, including using another User's account.
- (16) Acts that lead, or may lead, to criminal activities such as fraud, illegal sales of bank accounts or mobile phones, etc.
- (17) Acts related to the proceeds of crime, financing of terrorism, or acts suspected of being related to the financing of terrorism.
- (18) Acts that directly or indirectly cause or facilitate any of the prohibited acts listed above.
- (19) Attempting to engage in any of the prohibited acts listed above.
- (20) Any other acts deemed inappropriate by the Company.
2.
In using the Service, the Company prohibits Users from engaging in any of the following acts:
- (1) Acts that violate these Terms.
- (2) Acts that infringe, or may infringe, on the intellectual property rights, patents, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other proprietary or personal rights of the Company, its licensors, or any third party.
- (3) Acts that cause, or may cause, disadvantage or damage to the Company or third parties.
Article11 (Termination)
1.
The Company reserves the right to terminate this Agreement and cancel the User’s membership without prior notice if any of the following events occurs:
- (1) The registration information contains false information.
- (2) The User has previously been expelled from membership by the Company.
- (3) The Company is notified of the User's death by the User’s heirs or other representatives, or the Company is able to confirm the User's death.
- (4) A minor uses the Service without the consent of a legal representative.
- (5) An adult ward, person under curatorship, or person under assistance uses the Service without the consent of a guardian, curator, or assistant.
- (6) The User fails to respond to the Company’s requests in good faith.
- (7) Any other case in which the Company deems it inappropriate for the User to continue the membership.
2.
In addition to the cases listed in Paragraph 1, the Company may terminate this Agreement and cancel the User’s membership by providing 30 days' prior notice to the User. If the User wishes to withdraw, they may cancel and withdraw from this Agreement on the last day of the current month by following the Company’s prescribed withdrawal procedures.
3.
A User whose membership is canceled under Paragraphs 1 or 2 shall forfeit the benefit of any remaining term at the time of withdrawal and shall immediately fulfill all outstanding obligations owed to the Company.
Article12 (Disclaimers and Limitation of Liability)
1.
The Company makes no warranties regarding the completeness, accuracy, validity, or legality (including the legality of any materials generated through External Linked Services) of the content of the Service. Additionally, the Company does not guarantee that the Service will be uninterrupted, free from suspension, or otherwise free from impairment.
2.
If a dispute arises between the User and a third party due to the use of the Service or any generated materials, the User shall resolve the dispute at their own responsibility, and no claims may be made against the Company.
3.
Users may be directed to services operated by third parties related to the Service (hereinafter referred to as "External Services") while using the Service. In such cases, the User agrees to use both the Service and the External Services at their own responsibility and expense, adhering to the terms of use of the External Services. The Company does not warrant the completeness, accuracy, or validity of the content provided by External Services.
4.
External Linked Services are provided based on the API version at the time the Company offers the Service, and the Company makes no warranty as to the suitability of such services for the User’s intended purposes.
5.
The Company shall not be liable for any damages resulting from the User’s failure to update their registration information.
6.
Users shall use the Service within the bounds of applicable laws and regulations. The Company assumes no responsibility for any legal violations, domestic or international, committed by the User in connection with the use of the Service.
7.
The Company assumes no responsibility for any damages incurred due to the theft of User Information resulting from unauthorized access or other unforeseen events.
8.
The Company shall not be liable for any non-performance of this Agreement, in whole or in part, due to force majeure, including but not limited to natural disasters, earthquakes, fires, strikes, trade suspensions, war, civil disturbances, or outbreaks of infectious diseases.
9.
If any issues arise between Users, either within or outside the Service, the Company shall not be liable, and the Users shall resolve such issues at their own expense and responsibility.
Article13 (Liability for Damages)
1.
If the User causes damage to the Company due to a breach of these Terms or through the use of the Service, the User shall indemnify the Company for any damages incurred (including lost profits and attorney's fees).
2.
Notwithstanding any other provision of these Terms, except as provided in the following paragraph, if the Company causes damage to the User due to reasons attributable to the Company, the Company shall only be liable for such damage within the following limits:
- (1) In cases of intentional misconduct or gross negligence by the Company: the full amount of such damage.
- (2) In cases of ordinary negligence by the Company: only for ordinary damages that are actually and directly incurred, excluding special damages, lost profits, indirect damages, and attorney's fees, and up to the amount of the Service fees paid by the User to the Company in the preceding one month.
3.
Notwithstanding the preceding paragraph, if the User is a corporation or uses the Service as part of a business or for business purposes, the Company shall not be liable for any damages incurred in connection with the Service, unless caused by intentional misconduct or gross negligence on the part of the Company. If the Company compensates for damages, the liability shall be limited to the cumulative amount of Service fees paid by the User for the one-month period preceding the date on which the damage occurred.
Article14 (Discontinuation of the Service)
1.
The Company may discontinue the provision of the Service if it reasonably determines that discontinuation is necessary.
2.
In the case of such discontinuation, except in instances of willful misconduct or gross negligence by the Company, the Company shall not bear any responsibility.
Article15 (Confidentiality)
1.
The User and the Company shall strictly and properly manage each other’s confidential information obtained in connection with the provision or use of the Service, including know-how related to the Service, information regarding the Company’s systems, and any technical or business confidential information. Neither party shall disclose, provide, or divulge such confidential information to any third party (including the Company’s affiliates and subcontractors) or use it for purposes other than the provision or use of the Service without the prior written consent of the other party.
3.
Upon the other party’s instruction or upon termination of this Agreement, the User and the Company shall promptly return or dispose of the confidential information in accordance with the other party’s instructions and shall refrain from using it thereafter.
4.
If the Company discloses the User’s confidential information to its affiliates or subcontractors with the User’s consent, the Company shall not be liable for the handling of such confidential information by these affiliates or subcontractors.
5.
The Company may use the User’s confidential information solely for the purpose of providing the Service.
Article16 (Elimination of Antisocial Forces)
1.
The User and the Company represent and warrant that they are not currently, nor will they in the future become, members of organized crime groups, organized crime group members, individuals who have left organized crime groups within the past five years, quasi-members of organized crime groups, companies affiliated with organized crime groups, groups advocating socially disruptive behavior, or other equivalent entities (hereinafter collectively referred to as “Antisocial Forces”). Additionally, they represent and warrant that none of the following apply:
- (1) Having a relationship where Antisocial Forces are deemed to control the management of the party.
- (2) Having a relationship where Antisocial Forces are substantially involved in the management of the party.
- (3) Having a relationship involving the unjustified use of Antisocial Forces for purposes such as gaining unjust profits for oneself, the party, or a third party, or inflicting damage on a third party.
- (4) Having a relationship involving the provision of funds, favors, or other forms of support to Antisocial Forces.
- (5) Any officer or individual substantially involved in management has a socially unacceptable relationship with Antisocial Forces.
2.
The User and the Company shall ensure that neither they nor any third party acting on their behalf will engage in any of the following acts:
- (1) Violent demands.
- (2) Unreasonable demands exceeding legal responsibilities.
- (3) Threatening behavior or acts of violence in connection with transactions.
- (4) Spreading rumors, using deceit, or using force to harm the other party’s credibility or disrupt their business.
- (5) Other acts similar to the above.
3.
If it is found that the other party is associated with Antisocial Forces as defined in Paragraph 1, or engages in any prohibited acts described in Paragraph 2, or if it is discovered that the other party made a false declaration regarding their representations and warranties in Paragraph 1, the User or the Company may terminate this Agreement without prior notice, regardless of any attributable cause.
4.
In the event of termination under the preceding paragraph, both the User and the Company agree that neither party shall be liable to compensate the other for any damages incurred as a result of such termination.
Article17 (Responding to inquiries)
1.
The Company will endeavor to respond to inquiries from Users regarding the Service; however, the Company is under no obligation to respond, except in cases where it has a legal or contractual duty to do so under applicable laws or these Terms.
2.
The Company is not obligated to disclose the criteria it uses to determine whether or not to respond to User inquiries.
Article18 (Assignment of Rights and Obligations)
Neither the User nor the Company may assign, transfer, pledge, or otherwise dispose of any rights or obligations under this Agreement, in whole or in part, to a third party without the prior written consent of the other party. However, this restriction does not apply in cases of stock transfers, business transfers, mergers, company splits, or other organizational restructurings.
Article19 (Handling of Personal Information)
The handling of personal information in connection with the Service shall be governed by the Company's Privacy Policy.
Article20 (Severability)
1.
If any provision of these Terms is found to be invalid under applicable law, the remaining provisions shall continue to be valid and enforceable.
2.
If any provision of these Terms is deemed invalid or revoked with respect to a specific User, these Terms shall remain valid and enforceable with respect to other Users.
Article21 (Handling of Violations)
Article22 (Term of Agreement)
The term of this Agreement shall begin upon its formation and continue until the User withdraws. The provisions of Article 9, Article 11(3), Article 12, Article 13, Article 16(3) and (4), Article 18, Article 20, this Article, Article 23, and Article 24 shall survive the termination of this Agreement.
Article23 (Modifications of Terms)
1.
The Company may modify these Terms at any time in accordance with Article 548-4 of the Civil Code if any of the following conditions are met. After modification, the updated Terms shall apply to this Agreement.
- (1) The modification is in the general interest of Users.
- (2) The modification does not contradict the purpose of the Agreement and is reasonable in light of the necessity of the modification, the appropriateness of its content, and other relevant circumstances.
2.
If the Company modifies these Terms, it will specify the effective date and notify Users of the content and effective date of the modified Terms at least two weeks prior to that date, either through notifications, display on the Service, or by other methods determined by the Company.
3.
Notwithstanding the preceding two paragraphs, if a User continues to use the Service after the changes are communicated or does not cancel within the period specified by the Company, the User shall be deemed to have agreed to the changes.
Article24 (Governing Law)
These Terms shall be governed by the laws of Japan.
Article25 (Jurisdiction)
All disputes between the User and the Company shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Article26 (Miscellaneous)
1.
The User shall comply with any additional terms separately established by the Company regarding matters not stipulated in these Terms, excluding the specific terms as defined in Article 1, Paragraph 2. Such additional terms shall form an integral part of these Terms.
3.
In the event of any inconsistency or conflict between the additional terms and these Terms, these Terms shall prevail.
Supplementary Provisions
Enacted and effective as of ●●, 2024.
