Terms of Use

These Terms of Use (hereinafter referred to as "these Terms") establish the conditions for the provision of the UpTalk service (hereinafter referred to as "the Service") provided by Hazumi Inc. (hereinafter referred to as "the Company"), and define the rights and obligations between the Company and the user. Users are required to read the entire Terms and agree to them before using the Service. By using the Service, users are deemed to have agreed to these Terms and the Privacy Policy.

1. Application

These Terms aim to define the conditions for the provision of the Service and the rights and obligations between the Company and users regarding the use of the Service. These Terms apply to all relationships related to the use of the Service between the Company and users.
Rules, precautions, and other guidelines related to the use of the Service (hereinafter referred to as "Rules, etc.") posted by the Company on its website or application shall constitute part of these Terms.
In the event of any discrepancy between the contents of these Terms and the Rules, etc. or other descriptions outside these Terms related to the Service, the provisions of these Terms shall prevail unless otherwise expressly reserved.

2. Definitions

The following terms used in these Terms shall have the meanings set forth below:

"User" means any individual who uses the Service.
"Usage Agreement" means the agreement regarding the use of the Service concluded between the Company and the user, including these Terms.
"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 rights to apply for registration of such rights).
"Input Data" means all information, content, etc. (including but not limited to text, images, and other data) transmitted, registered, or posted by users in connection with the use of the Service.
"The Service" means the smartphone application "UpTalk" provided by the Company (including any subsequent changes to the name or content of the service, regardless of the reason), as well as associated email distributions and content provided within the application.
"Company Website" means the website managed and operated by the Company, containing the domain "uptalk-ai.app" or "hazumi.co.jp" (including any changes to the domain or content of the website for any reason).
"Personal Information" means personal information as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information (Act No. 57 of 2003; hereinafter referred to as the "Personal Information Protection Act").

3. Usage Fees

Users can use part of the Service for free, but by registering as a paid user as specified in the following paragraph, they can use all of the Service as a paid service.
Users can use the paid service by agreeing to pay the usage fees to the Company and completing the procedures specified by the Company to become a paid member. The content of the paid service, the amount of usage fees, payment methods, and other matters will be determined separately by the Company and displayed on the Service screen or notified to users.
If a paid member notifies the Company of their intention to stop using the paid service during the paid service period as determined by the Company, the paid user registration will end when the usage period corresponding to the already paid usage fees expires, and the user will revert to a free user.
Paid users can cancel their paid user registration by indicating their intention to do so by the method specified by the Company.
Users can cancel their paid user registration at any time, but the paid user registration will not end during the usage period corresponding to the already paid usage fees, and no refunds will be made for such fees. However, this does not apply if required by law.
If a user delays the payment of usage fees, the user shall pay the Company a late damage charge at an annual rate of 14.6%.
The Company may change the prices of free or paid content in the Service at its discretion without prior consent from users. If users do not agree to the changes, they must immediately stop using the Service and follow the procedures to terminate the Usage Agreement as specified by the Company. If users continue to use the Service after the changes, they are deemed to have agreed to the changes.
The Company may use third-party payment processing services for payment and information processing related to the use of the paid services and other aspects of the Service. The Company shall not be liable for any disputes, claims, lawsuits, infringements of rights, or damages arising from or related to the use of third-party payment processing services.

4. Advertisement Placement

The Company may place advertisements of the Company or third parties on the Service. Transactions between users and advertisers within the Service are conducted at the responsibility of the user and the advertiser, and the Company assumes no responsibility for any damages incurred by the user in relation to such transactions.

5. Suspension of Use and Deregistration

If the Company determines that a user has engaged in conduct that violates these Terms or otherwise finds it inappropriate to continue the Usage Agreement, the Company may suspend the user's use of the Service or deregister the user without prior notice or warning. The Company shall have no obligation to refund any paid usage fees even if such measures are taken.

6. User Responsibilities

Users shall use the Service at their own responsibility and shall bear all responsibility for all actions taken and results obtained through the use of the Service.
If a user causes damage or disadvantage to the Company or a third party through the use of the Service, the user shall compensate the Company or the third party for such damage.
The Service is only available to users who comply with these Terms and applicable laws and regulations. If the user is a minor, they must obtain prior consent from their legal guardian before using the Service.
Users must prepare the necessary communication devices, means, and power at their own expense and responsibility to use the Service.

7. Prohibited Acts

Users shall not engage in any of the following acts or any act that the Company deems applicable:
1. Acts that violate laws or are related to criminal acts
2. Acts that harm public order or morals
3. Impersonating the Company or others (including manipulating parts of email headers, etc., to falsely represent oneself)
4. Interfering with other users' use of the Service or posing a threat to such interference
5. Infringing on the intellectual property rights, reputation rights, privacy rights, or other legal or contractual rights or interests of the Company, other users, or third parties
6. Providing benefits or cooperating with anti-social forces
7. Placing an excessive load on the Service's network or system
8. Illegally accessing the Service's network or system
9. Attempting to obtain the source code of the Service through reverse engineering, decompiling, disassembling, or other methods
10. Engaging in prompt injection or similar acts
11. Obtaining or providing information through the Service that falls under or is deemed by the Company to fall under any of the following
12. Using all or part of the content and information on the Service for commercial purposes, developing, training, testing AI, or inputting it directly or indirectly into AI (including preparatory acts unless approved by the Company)
13. Viewing, changing, or tampering with other users' data or posing a threat to such actions
14. Illegally collecting, disclosing, or providing others' personal information, registration information, usage history information, etc.
15. Interfering with the provision of the Service or posing a threat to such interference
16. Any other acts that the Company deems inappropriate
Users who fall under any of the following categories shall not use the Service:
1. Organized crime groups
2. Organized crime group members
3. Semi-organized crime group members
4. Organized crime group-affiliated companies
5. Corporate extortionists, rogue social activists, or special intelligence violence groups
6. Any other persons equivalent to the above

8. Changes, Suspension, and Termination of the Service

The Company may change the content of the Service or suspend or terminate the provision of the Service without prior notice to users.
The Company shall not be liable to users for any changes, suspension, or termination of the Service.

9. Disclaimer

The Company makes no warranty, express or implied, that the Service will fit the user's particular purpose, have expected functions, commercial value, accuracy, or usefulness, that the use of the Service by registered users complies with applicable laws or internal rules of industry organizations, that the Service can be used continuously, or that no defects will occur.
The Company assumes no responsibility for any damages (including mental distress or other monetary losses) incurred by users in connection with the use of the Service. This applies to damages caused by inability to use the Service due to defects, errors, or failures, as well as damages caused by terrorism, criminal acts, or illegal acts against the Company or users.
Users are responsible for managing all information stored on their devices related to the Service, and the Company assumes no responsibility for any damages caused by loss, theft, hacking, or other events.
Transactions, communications, disputes, etc., between users and other users or third parties arising in connection with the Service shall be resolved by the users at

their own responsibility, and the Company assumes no responsibility for such matters. 5. If the Usage Agreement is considered a consumer contract under Article 2, Paragraph 3 of the Consumer Contract Act, the provisions that completely exempt the Company from liability do not apply. If the Usage Agreement is a consumer contract and the Company is liable for damages based on default or tort, the Company's liability for damages shall be limited to a maximum of 10,000 yen unless there is intentional or gross negligence on the part of the Company. If the Company's liability exemption or limitation clauses in these Terms are deemed unenforceable or invalid due to the application of laws such as the Civil Code or the Consumer Contract Act, the Company shall be liable to users for direct and actual damages up to the amount of actual damages incurred.

10. Ownership of Rights

Intellectual property rights in all content and information (including but not limited to software programs, databases, icons, images, text, manuals, and other related documents) contained in the Service and related software belong to the Company or third parties who have licensed the use to the Company.
Users shall not reproduce, edit, publish, publicly transmit, distribute, sell, provide, translate, or otherwise use or exploit any content or information of the Service beyond the scope permitted under these Terms without prior consent from the Company or the right holder, except as permitted by law. Users shall also not use the trademarks owned by the Company (including the Service logo) without the Company's permission.
The Company assumes no responsibility for any damages incurred by users due to violations of the preceding paragraph. If users gain benefits from such actions, the Company has the right to claim the equivalent amount of such benefits.
Users represent and warrant to the Company that they have the lawful rights to transmit or post Input Data and that the Input Data does not infringe the intellectual property rights, ownership, portrait rights, reputation, privacy, or other rights of third parties.
Users agree not to exercise their moral rights concerning Input Data against the Company or those who have inherited or been granted rights from the Company.

11. Handling of User Information

The Company will handle personal information obtained through the Service appropriately following the Privacy Policy established separately. Users agree to the Company's handling of user information in accordance with this Privacy Policy.

12. Changes to Terms

The Company may change the usage fees and other contents of these Terms or Rules, etc. (hereinafter referred to as "Contents of these Terms") as necessary. The changed Contents of these Terms will be made known to users by displaying them on the Company's website or notifying users by methods determined by the Company, and the changed Contents of these Terms will apply from the time they are displayed. If users do not agree to the changed Contents of these Terms, they must stop using the Service. If users continue to use the Service after the changes, they are deemed to have agreed to the changed Contents of these Terms.

13. Notifications

Notifications and other communications from the Company to users regarding the Service and other matters specified in these Terms will be made by methods determined by the Company. Notifications take effect from the time they are sent by the Company.

14. Transfer of Status under the Usage Agreement

Users may not transfer their status under the Usage Agreement to a third party, or transfer or pledge their rights and obligations under the Usage Agreement to a third party without prior written consent from the Company.
If the Company transfers the business related to the Service to another company, the Company may transfer the status under the Usage Agreement, rights and obligations based on these Terms, and registration information and other customer information to the transferee of such business transfer, and users are deemed to have agreed to such transfer in advance. The business transfer mentioned in this paragraph includes not only ordinary business transfers but also any case where the business is transferred, including corporate splits.

15. Severability

Even if any provision or part of these Terms is found to be invalid or unenforceable under the Consumer Contract Act or other laws, the remaining provisions and parts of these Terms will continue to be fully effective.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Japan.

17. Jurisdiction

All disputes arising concerning the Service and its use shall be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of first instance.

Established on July 1, 2024

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