Terms of Service

Effective Date: September 10, 2026

Kikuvi (“Company”) has established these Terms of Service (“Terms”) to govern the Company’s provision of a managed platform for developing and running AI agents (“Service”). These Terms constitute an agreement between the Company and each individual user, as well as any organization, company, or other entity that the user represents or on whose behalf the user acts (collectively, “Customer”). References to Customer in these Terms apply to both individual users and relevant organizations, companies, or other entities.

Article 1. Acceptance and Applicability of These Terms

1.1By using the Service, including by commencing use after completion of the application procedures established by the Company, the Customer agrees to these Terms and is deemed to have entered into an agreement with the Company concerning use of the Service that incorporates these Terms (“Agreement”). The Customer may not use the Service unless it agrees to these Terms.

1.2These Terms apply to all relationships between the Customer and the Company relating to use of the Service.

1.3Any separate rules, guidelines, or similar materials established by the Company in relation to the Service will be treated as part of these Terms.

1.4If the Customer provides services to its own customers, business partners, or other third parties (“End Users”) through the Service, the Customer must inform the End Users of the terms of the Agreement and cause them to comply with those terms.

1.5A person who wishes to enter into the Agreement must apply using the form, order form, or other method(s) established by the Company. If there is any inconsistency with or conflict between the relevant form or order form and these Terms, the form or order form will prevail.

Article 2. Nature and Scope of Service

2.1The Service is a development and execution platform for AI agents. It connects one or more external machine learning models selected by the Customer (“External LLMs”) with external APIs, software, systems, and other functions (“Third-Party Tools”), and enables an AI agent to invoke Third-Party Tools based on judgments or output generated by External LLMs to retrieve or transmit information or perform other processing. The Service provides functionality for creating and publishing AI agents, executing them in a sandbox environment, managing credentials through a vault, connecting to Third-Party Tools, managing permissions, approvals, and budgets, and retaining and evaluating execution histories.

2.2The Company will establish limits on the number of AI agents, sandbox environments, and vaults the Customer may maintain within the Service, the number of concurrent users permitted (where the Customer is an organization, company, or other entity), and other similar resources (collectively, “Resources”), in accordance with the fee schedule separately established by the Company. The Customer may not create any new Resource if doing so would cause the Customer to exceed an applicable Resource limit.

2.3No aspect of the Service or any information, text, data, or other work product generated, provided, or displayed by the Service or by any External LLM or Third-Party Tool connected to the Service (collectively, “Output”) is guaranteed, including with respect to accuracy, completeness, timeliness, consistency, fitness for a particular purpose, or compliance with any law, regulation, ordinance, rule, standard, guideline, or other requirement, whether or not legally binding. Output may vary in style, quality, and accuracy depending on the External LLM used. The Company does not control any Third-Party Tools and disclaims responsibility for any and all Output resulting from them.

2.4The Service is provided for users in Japan and the United States (“Supported Regions”). The Company does not, and does not intend to, provide or market the Service to countries or regions outside the Supported Regions. The Company may use technical means, including IP address controls, to restrict access from outside Supported Regions.

2.5The Company may provide development-stage or experimental features as part of the Service (“Beta Features”). Beta Features will be identified as “Beta,” “Preview,” “Experimental,” or via a similar designation. Beta Features are provided on an “as is” basis and are excluded from all warranties and all service level agreements applicable to the Service. Notwithstanding Articles 6 and 16 of these Terms, the Company may change, restrict, or discontinue Beta Features without prior notice. Customers use Beta Features in a production environment at their own risk.

2.6When causing an AI agent to perform processing through the Service, the Customer must establish appropriate controls for transmission, deletion, purchases, publications, permission changes, and other material processing, including without limitation End User approvals, permission controls, and budget limits. The Company will not be liable for damages resulting from processing performed by an AI agent due to deficiencies in controls established by the Customer.

Article 3. Changes to the Agreement

3.1The Company may amend these Terms as necessary. Before an amendment becomes effective, the Company will notify the Customer of the fact that these Terms will be amended, the content of the amended Terms, and the effective date of the amendment.

3.2The Customer will be deemed to have agreed to the amended Terms if the Customer (a) uses the Service on or after the effective date, or (b) fails to terminate the Agreement within the termination period specified by the Company.

Article 4. Access Management

4.1The Customer is responsible for properly managing, at its own risk, the ID, password, and other authentication methods designated by the Company for use of the Service (collectively, “Credentials”).

4.2The Customer may not disclose, lend, share, or transfer Credentials to any third party.

4.3Any use of the Service through or using a Customer’s Credentials will be deemed use by the Customer.

4.4The Company will not be liable to the Customer or any third party for damages arising from any leak, theft, or unauthorized use of Credentials, except in cases involving the Company’s willful misconduct or gross negligence.

4.5The Customer must notify the Company promptly if the Customer becomes aware of, or suspects, any leaks or unauthorized use of Credentials.

Article 5. Prohibited Conduct

5.1The Customer must not engage in any of the following conduct in connection with the Service or text, files, instructions (prompts), and other data entered by the Customer into the Service (collectively, “Input”), Output, execution histories, audit logs, data stored in any sandbox or vault, and/or other data relating to or generated by use of the Service (collectively, “Customer Data”).

(1)Any act that violates applicable law or public order and morals;

(2)Any act that infringes the rights or interests of the Company or any third party, including copyrights, trademark rights, privacy rights, and reputational rights;

(3)Entering Personal Data about the Customer or any third party unless the Customer has entered into a data processing agreement with the Company;

(4)Any act that may cause the Company to become subject to additional legal obligations, including obligations under privacy laws;

(5)Without authority, inputting, collecting, inferring, analyzing, disclosing, or using another person’s confidential information, trade secrets, Personal Data, non-public information, copyrighted works, source code, technical information, or other information in which a third party has rights or legitimate interests, including doxxing;

(6)Publishing, distributing, or disseminating Output without reviewing it and independently verifying its accuracy;

(7)Using Output in a manner that actively conceals that it was generated by AI and misleads a third party;

(8)Impersonation, fraud, spam, or use for the purpose of deceiving a third party;

(9)Using the Service to attack a third party, including through malware, credential theft, or unauthorized surveillance;

(10)Analyzing, reverse engineering, disassembling, decompiling, reproducing, obtaining source code from, extracting data from, probing for vulnerabilities in, or attempting any of the foregoing with respect to the Service, its mechanisms, machine learning models, user interface, or other components (collectively, “Service Configuration”), or any External LLM;

(11)Generating, training, fine-tuning, or otherwise developing a new machine learning model using the Service or Customer Data, including through distillation or extraction;

(12)Placing an excessive load on, gaining unauthorized access to, or interfering with the operation of the Service or any External LLM, including bypassing protective measures, safety measures, or use restrictions;

(13)Using the Service to provide professional advice for which qualifications, licenses, or permits are required without the appropriate involvement of a properly qualified or licensed person;

(14)Violating these Terms or any other rules or guidelines separately established by the Company, or attempting to circumvent any restriction(s) contained therein;

(15)Using the Service to develop or provide an execution platform that competes with the Service;

(16)Violating the terms applicable to any External LLM or Third-Party Tool selected by the Customer; and/or

(17)Any act prohibited by other terms established by the Company, or any other act that may interfere with the Company’s provision of the Service.

5.2If the Company reasonably determines that the Customer has violated, or is likely to violate, any provision of Section 5.1, the Company may suspend or restrict the Service, terminate the Agreement, or take any other necessary measure, in each case without prior notice.

Article 6. Changes to, Suspension, or Termination of the Service; Availability

6.1In addition to the circumstances described in Article 5, the Company may change the Service or suspend or terminate the provision of the Service if required by applicable law or if there is an urgent safety or security need, as determined by the Company.

6.2Where practicable, the Company will endeavor to give advance notice of a change, suspension, or termination, except in emergencies or other circumstances in which advance notice is not actually or reasonably possible.

6.3The Service may experience maintenance, outages, capacity limitations, or degraded performance, including due to External LLMs, Third-Party Tools, or third-party systems. The Company makes no guarantees regarding availability, uptime, or response times.

Article 7. Fees and Payment

7.1The Customer will consume credits designated by the Company (“Credits”) in order to use the Service. The Customer may obtain Credits by paying the applicable plan fees or the purchase price for Credits; the purchase of Credits constitutes payment of consideration for use of the Service.

7.2To use the Service, the Customer must subscribe to one of the plans separately established by the Company (each, a “Plan”).

(1)Each paid Plan takes the form of a monthly subscription. For each paid Plan, the Company specifies a monthly plan fee, the amount of Credits granted for the applicable billing period (“Monthly Credit Allocation”), and the maximum number of Resources that the Customer may maintain (“Plan Resource Limit”).

(2)A Customer that does not subscribe to a paid Plan will be enrolled in the free Plan. The free Plan has no plan fee or monthly Credit allocation, and the Customer may use only the free Credits, which are granted once, at the time of registration. The Customer’s billing date will be fixed on a monthly basis with reference to the date on which the Customer first subscribes to a paid Plan and will not change if the Customer changes Plans.

7.3Credits will be handled as follows:

(1)Credits are provided on a prepaid basis and will be consumed and deducted as the Customer uses the Service.

(2)Credits will be denominated in SC, and the price per SC will be set forth in the fee schedule separately established by the Company.

(3)Credits are subject to an expiration period separately established by the Company, which will not exceed six months, measured from the purchase date. Any unused Credits will expire at the end of the applicable expiration period and will not be refunded or carried over to any following day or month.

(4)Credits will be consumed in the order of their respective expiration dates, beginning with the Credits that expire first.

7.4The Customer must pay all applicable Plan fees, purchase prices for Credits, and related taxes and charges by the applicable payment deadlines, using the payment methods designated by the Company or the applicable payment processor. Except as required by applicable law or as (and if) otherwise permitted by the Company, once paid, Plan fees and purchase prices for Credits are non-refundable. The Company may change the price of Credits at any time, and the revised price will apply to Credits obtained after notice of the revised price is provided via the applicable fee schedule.

7.5If the Customer has an insufficient Credit balance, the Customer must obtain additional Credits by purchasing Credits or subscribing to a paid Plan. When the Customer’s Credit balance reaches zero or less, the Company will suspend new write operations involving Customer Data, but the Customer may continue to view and retrieve existing Customer Data. If the Customer’s Credit balance is not restored within the grace period separately established by the Company, the Company will delete the Customer Data. Once the Customer Data has been deleted, the applicable execution environment cannot be restarted and the data cannot be viewed or retrieved.

7.6If the Customer fails to pay any fees when due, the Company, at its discretion, may change the Customer’s Plan to a lower-tier Plan including without limitation the free Plan. Non-payment will not automatically result in the suspension of the Customer’s account, deletion of Customer Data, or expiration of any Credits held by the Customer. However, after demanding payment and allowing a reasonable cure period, the Company may suspend part or all of the Customer’s ability to use and/or access to the Service or terminate the Agreement with the Customer. The Customer must pay default interest on unpaid amounts at an annual rate of 14.6% from the day following the due date through the date payment is made in full.

Article 8. Intellectual Property Rights

8.1All rights established or existing by law with respect to patents, utility models, designs, copyrights (including the rights to adapt and otherwise create derivative works and to exploit derivative works as provided in Articles 27 and 28 of the Copyright Act of Japan), trademarks, and other intellectual property, as well as rights to obtain patents, utility model registrations, design registrations, trademark registrations, and other rights to establish intellectual property rights (collectively, “Intellectual Property Rights”) in the Service and Service Configuration belong exclusively to the Company and relevant third parties from whom the Company has obtained use rights or licenses. The Customer will not dispute the ownership or validity thereof.

8.2Except as otherwise expressly provided in these Terms, the Customer’s use of, or permission to use, the Service or Service Configuration does not grant any license to Intellectual Property Rights of the Company or any relevant third party beyond the limited extent necessary to use the Service.

Article 9. Customer Data

9.1As between the Company and the Customer, rights in Customer Data belong to the Customer. To the extent necessary for the purposes stated in this Article, the Customer grants the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable license in and to Customer Data. The Customer will not exercise moral rights, including authors’ moral rights, in Customer Data against the Company or any person that succeeds to or is licensed relevant rights by the Company.

9.2The Company may handle Customer Data for the purposes listed below. The Company will not use Customer Data for training or improving machine learning models or other information analysis (“Training Use”) without the Customer’s express consent. The Company, at its discretion, may entrust the handling of Customer Data to contractors or service providers. Those contractors or service providers are not necessarily “sub-processors” under any data processing agreement.

(1)Providing, maintaining, and operating the Company’s services, including the Service;

(2)Evaluating and analyzing the Company’s services, including the Service, for quality improvement, feature development, and marketing;

(3)Preventing unauthorized use, ensuring security, and investigating use;

(4)Preventing leaks, losses, or damage to Customer Data and otherwise ensuring the security of Customer Data; and

(5)Complying with applicable law and enforcing applicable terms and policies.

9.3Unless otherwise agreed, the Company will retain Customer Data during the term of the Agreement. The Company may delete Customer Data without prior notice for technical or operational reasons, to comply with applicable law, or to ensure safety or security.

9.4The Customer is responsible for backing up Customer Data, at the Customer’s own risk. The Company has no obligation to retain Customer Data beyond the retention period set forth in the preceding paragraph.

9.5Upon termination or suspension of the Service or deletion of an account, unless otherwise agreed, the Company may delete Customer Data, in principle, within 30 days after such event, and will not be responsible for resulting disadvantages. Temporary caches of external vendors, audit logs, backups, and other information that is technically difficult to delete immediately may be retained for a reasonably necessary period.

9.6The Customer represents and warrants to the Company that it has the lawful right and authority to enter all Input submitted to the Service and that the Input does not infringe any third-party rights or interests, including copyrights, trademark rights, privacy rights, and reputational rights.

9.7The Customer may request suspension of the use of Customer Data through the method prescribed by the Company (“opt out”). Even after an opt-out, the Company may continue to handle Customer Data to the extent necessary to provide the Service, comply with applicable law, or ensure safety or security. Where Customer Data already has been used, the effects of that use may not be reversible retroactively, for technical or operational reasons.

Article 10. Confidentiality

10.1“Confidential Information” means all business, technical, and other information disclosed by the Company to the Customer in connection with the Agreement that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential based on the circumstances of disclosure. Confidential Information excludes information that the Customer can demonstrate: (a) was already in the Customer’s possession at the time of disclosure, (b) was independently developed without use of Confidential Information, (c) was publicly known at the time of disclosure, (d) became public after disclosure through no fault of the Customer, or (e) was lawfully disclosed by a third party without a duty of confidentiality.

10.2Unless the Company gives prior written consent, the Customer must protect Confidential Information, use it only to exercise rights or perform obligations pursuant to the Agreement, and not disclose or leak it to any third party. The Customer may disclose Confidential Information to its officers, employees, attorneys, certified public accountants, tax accountants, other professional advisors, and contractors, to the extent necessary for the Customer’s permitted purposes, provided that the Customer imposes confidentiality obligations at least equivalent to those in this Article on each recipient.

10.3The Customer must: (a) manage Confidential Information separately from other information, (b) take reasonable physical measures, such as locked storage, to restrict access to media provided by the Company that contains Confidential Information, including copies, (c) take reasonable measures to preserve confidentiality, such as the use of passwords, encryption, and access restrictions, and (d) immediately notify the Company of any actual or suspected leaks.

10.4Upon termination of the Agreement or at the Company’s request, unless otherwise provided in these Terms or prohibited by applicable law, the Customer must comply with the Company’s instructions to return or destroy media provided by the Company containing Confidential Information, including copies, and delete Confidential Information under the Customer’s control. The Company may require documentation proving completion of those actions.

10.5The obligations in this Article survive for three years after termination of the Agreement.

Article 11. Personal Data

11.1If the Company Processes Personal Data (as defined in applicable privacy laws) relating to the Customer or its End Users, the Customer must enter into a data processing agreement with the Company (“DPA”). The DPA forms part of the Agreement.

11.2The Customer is responsible for obtaining all consents and taking all other measures required by applicable privacy laws with respect to End User Personal Data, and represents and warrants that it has done so.

Article 12. Disclaimers; No Warranties

12.1The Company provides the Service on an “as is” and “with all faults” basis. The Company makes no warranties, express, implied, statutory, or otherwise, including without limitation:

(1)that the Service or Output is fit for a particular purpose;

(2)that the Service or Output complies with applicable law;

(3)that Output is accurate, consistent, complete, up to date, or useful;

(4)that Output does not include inappropriate, biased, erroneous, or false expressions; or

(5)that the Service will be uninterrupted or error-free.

12.2The Customer must make its own decisions and take all actions relating to use of the Service and Output at the Customer’s own, sole responsibility, and the Customer is solely responsible for all acts relating to its use or misuse of the Service and the results thereof.

12.3To the maximum extent permitted by applicable law, the Company disclaims all representations and warranties of any kind, express or implied, regarding the Service, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose.

Article 13. Limitation of Liability

13.1THE COMPANY WILL NOT BE LIABLE FOR DAMAGES INCURRED BY THE CUSTOMER ARISING FROM OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE SERVICE, USE OF OUTPUT, LOSS OR DELETION OF INPUT, OR DISPUTES WITH THIRD PARTIES, EXCEPT IN CASES INVOLVING THE COMPANY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

13.2NOTWITHSTANDING THE FOREGOING, EVEN IF APPLICABLE LAW PERMITS THE COMPANY TO BE HELD LIABLE, THE COMPANY’S LIABILITY WILL BE LIMITED TO DIRECT, ORDINARY DAMAGES ACTUALLY INCURRED BY THE CUSTOMER, EXCEPT IN CASES INVOLVING THE COMPANY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE COMPANY WILL NOT BE LIABLE FOR LOST PROFITS, OR FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SIMILAR DAMAGES. IF THE COMPANY IS NEGLIGENT BUT NOT GROSSLY NEGLIGENT, ITS AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO THE COMPANY IN CONNECTION WITH THE SERVICE DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.3THE COMPANY WILL NOT BE LIABLE FOR DAMAGES CAUSED BY A VIOLATION OF THESE TERMS OR BY CAUSES NOT ATTRIBUTABLE TO THE COMPANY, INCLUDING WARS, RIOTS, REBELLIONS, TERRORISM, NATURAL DISASTERS, POWER OUTAGES, TELECOMMUNICATIONS FAILURES, FAILURES OF THIRD-PARTY SERVICES, ENACTMENT, AMENDMENT, OR REPEAL OF LAW, INFECTIOUS DISEASES, EPIDEMICS, PANDEMICS, OR ORDERS OF PUBLIC AUTHORITIES OR GOVERNMENT AGENCIES.

13.4THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS ARTICLE DO NOT APPLY (a) TO EITHER PARTY’S LIABILITY ARISING FROM INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (b) TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Article 14. Third-Party Services

14.1If the Service includes third-party services, including APIs and other functions, each such service will be governed solely by the applicable terms of the relevant third-party provider, as presented to the Customer. The Customer uses those services at its own risk, and the Company is not responsible for any third-party services or their terms.

14.2If the Customer connects an External LLM, Third-Party Tool, or Model Context Protocol (“MCP”) server to the Service, the Customer is solely responsible for selecting, configuring, and using it. The Company makes no warranty regarding the operation, security, availability, or data handling of any External LLM, Third-Party Tool, or MCP server connected by the Customer, and will not be liable for damages arising therefrom.

14.3If the Customer connects, or instructs the use of, an External LLM, Third-Party Tool, or MCP server, the Company may transmit Input and other Customer Data to that external service to the extent necessary to provide the Service. The Customer is responsible for securing all rights, authority, and consents necessary for the transmission.

Article 15. Indemnification

15.1The Customer must defend, indemnify, and hold harmless the Company and its officers, employees, affiliates, and business partners (collectively, “Company Parties”) from and against all damages, including costs and attorney fees, arising from: (a) any third-party claim or demand against the Company or any Company Party alleging that the Customer infringed third-party rights or interests or otherwise caused harm through or in connection with the Customer’s use of the Service, or (b) any damage to the Company caused by the Customer’s breach of the Agreement, regardless of materiality.

15.2At the Company’s request, the Customer, at the Customer’s sole cost and responsibility, must provide all information necessary for the Company’s defense or mitigation of damages relating to any matter described in Section 15.1.

Article 16. Termination of Agreement

16.1The Customer may terminate the Agreement at any time and, where the Company separately provides an account closure process within the Service, may close the Customer’s account by following that process. The Company may terminate the Agreement or suspend the Customer’s access to the Service at any time, for any reason or no reason, on 15 days’ prior written notice.

16.2The Company may terminate the Agreement without prior demand if any of the following occurs or applies to the Customer:

(1)The Customer violates Article 5 or any other provision of the Agreement and fails to cure the violation within 15 days after notice;

(2)A third party files a petition, involving the Customer, for attachment, provisional attachment, auction, bankruptcy, special liquidation, civil rehabilitation, corporate reorganization, or a similar proceeding, or the Customer files for bankruptcy, civil rehabilitation, specified conciliation, special liquidation, corporate reorganization, or a similar proceeding;

(3)The Customer suspends payments, including where a bill or check drawn or accepted by the Customer is dishonored;

(4)The Customer becomes delinquent in taxes or public charges and receives a demand for payment or becomes subject to a preservation disposition for tax claims; or

(5)The Customer passes a resolution to dissolve, reduce capital, discontinue business, transfer all or a material part of its business, or merge, or is acquired by another person or entity.

16.3Upon termination of the Agreement, all rights granted by the Company to the Customer will cease immediately. This Article and the following provisions will survive termination, subject to any expressly stated fixed survival period(s):

(1)Article 7,

(2)Article 8,

(3)Article 9,

(4)Article 10,

(5)Article 11,

(6)Articles 12 and 13,

(7)Article 15, and

(8)Sections 17.2 through 17.9.

Article 17. General Provisions

17.1No Assignment. The Customer may not assign, transfer, succeed to, create a security interest in, or otherwise dispose of its status under the Agreement or any rights or obligations under these Terms, in whole or in part (collectively, “Rights Transfer”), without the Company’s prior written consent. If the Company transfers the Service or the business relating to the Service to a third party, the Company also may transfer its status, rights, and obligations under these Terms and the Agreement, together with part or all of the Customer’s Input, to that third party. The Customer agrees in advance to any such Rights Transfer(s) by the Company.

17.2Severability. If any provision of these Terms is ruled invalid, illegal, or unenforceable by a court of competent jurisdiction, that invalidity will not affect the remaining provisions, which will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

17.3No Waiver. The Company’s failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver will be effective only if made in writing and signed by the Company.

17.4Trade and Export Compliance. The Customer agrees to comply with all applicable trade laws, including export control and economic sanctions regulations. The Customer may not use, access, export, re-export, or otherwise make the Service available, directly or indirectly, to (a) any country or territory subject to U.S. embargoes, or (b) any person or entity subject to trade restrictions, including those identified on applicable sanctions or restricted-party lists such as the U.S. Treasury’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. The Customer may not use the Service for any prohibited end use under applicable trade laws and must not submit information subject to export restrictions or requiring government authorization for disclosure or transfer. The Customer represents and warrants that neither it nor any person accessing or using the Service on its behalf or through its account is located in any restricted jurisdiction or designated on any such list.

17.5Entire Agreement. These Terms, together with any policies or guidelines incorporated by reference, constitute the entire agreement between the Customer and the Company regarding the Service, and supersede all prior or contemporaneous communications, representations, or agreements, whether verbal or written, concerning the subject matter thereof.

17.6Notices. The Company may give notice to the Customer by sending the notice to the email address reported by the Customer, displaying the notice in the Service, posting the notice on the Company’s website, or by any other method the Company deems appropriate. The Customer must report changes to its registered information promptly and in the manner established by the Company. If notice fails to reach the Customer because the Customer failed to report a change, the notice will be deemed received when it ordinarily would have been received.

17.7Governing Law and Exclusive Jurisdiction for Customers in Japan. With respect to Customers located in Japan, these Terms are governed by and will be construed in accordance with the laws of Japan, without reference to conflicts of law principles. The Japanese version of these Terms shall take precedence over the English version. The Tokyo District Court will have exclusive jurisdiction, whether by way of litigation or any other dispute resolution method, over any controversy, claim, or dispute arising out of or in connection with the Service, the Agreement, or these Terms.

17.8Governing Law for Customers outside Japan. With respect to Customers located outside Japan, these Terms are governed by the laws of the State of California (United States of America), without reference to conflicts of law principles. The English language version of these Terms shall take precedence over the Japanese version.

17.9Arbitration for Customers outside Japan.

(1)ARBITRATION AGREEMENT. THE CUSTOMER AND THE COMPANY AGREE THAT ANY CONTROVERSY, CLAIM, OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE AGREEMENT, OR THESE TERMS (COLLECTIVELY, “DISPUTES”) WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

(2)CLASS AND JURY TRIAL WAIVERS. THE CUSTOMER AND THE COMPANY EXPRESSLY WAIVE ALL RIGHTS TO A JURY TRIAL AND ALL RIGHTS TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. DISPUTES SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO COMBINE MULTIPLE PARTIES’ CLAIMS OR PRESIDE OVER ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. IF THIS PARAGRAPH IS FOUND TO BE UNENFORCEABLE, THIS SECTION 17.9 WILL BE VOID IN ITS ENTIRETY. OTHERWISE, THIS SECTION 17.9 WILL SURVIVE TERMINATION OF THESE TERMS.

(3)RULES OF ARBITRATION. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE APPLICABLE RULES IN FORCE AT THE RELEVANT TIME, AS MODIFIED BY THIS SECTION. THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION.

(4)SEAT AND VENUE. THE SEAT OF ARBITRATION SHALL BE LOS ANGELES, CALIFORNIA. UNLESS OTHERWISE AGREED, THE ARBITRATION WILL TAKE PLACE BY VIDEOCONFERENCE, IF POSSIBLE. IF THE ARBITRATOR DETERMINES THAT AN IN-PERSON HEARING IS APPROPRIATE, THE VENUE WILL BE THE COUNTY IN WHICH THE CUSTOMER RESIDES.

(5)ARBITRATION PROCEDURE. FOR CLAIMS NOT EXCEEDING $10,000, THE ARBITRATION WILL BE CONDUCTED BASED ON WRITTEN SUBMISSIONS ALONE, UNLESS A HEARING IS REQUESTED OR DEEMED NECESSARY BY THE ARBITRATOR. FOR CLAIMS EXCEEDING $10,000, HEARING RIGHTS WILL BE DETERMINED PURSUANT TO APPLICABLE AAA RULES.

(6)NUMBER AND QUALIFICATIONS OF ARBITRATORS. ALL DISPUTES SHALL BE RESOLVED BY A SINGLE ARBITRATOR. THE ARBITRATOR SHALL BE A LICENSED ATTORNEY OR RETIRED JUDGE WITH EXPERIENCE IN THE SUBJECT MATTER OF THE DISPUTE, WHO SHALL BE SELECTED IN ACCORDANCE WITH APPLICABLE AAA RULES.

(7)Confidentiality. The parties agree that the arbitration proceedings, including filings, evidence, testimony, and the award, shall be kept confidential and not disclosed to any third party, except as necessary to enforce the award or exercise legal rights, as required by law, regulation, or court order, or with the prior written consent of all parties.

(8)Award. Judgment on the award may be entered in any court of competent jurisdiction. Any damages award must be consistent with the limitations set forth elsewhere in these Terms. The arbitrator may award injunctive or declaratory relief only to the extent necessary to resolve the relevant dispute. If the Customer prevails, it may recover attorney fees and costs to the extent permitted by applicable law. If the Company prevails, it will not seek attorney fees or costs.

(9)Fees. Arbitration fees will be allocated under the AAA rules. For claims not exceeding $50,000, the Company will bear all filing, administrative, and arbitrators’ fees unless the arbitrator determines that the claim is frivolous or brought for an improper purpose.

(10)Amendments to This Section. If the Company modifies this dispute resolution provision after the Customer first accepts these Terms, the Customer may reject the modification by written notice within 30 days after it becomes effective. In that case, disputes will be resolved under the version of these Terms that was in effect when the Customer accepted these Terms.