Terms and Conditions

Binding Legal Agreement

These Terms and Conditions constitute a legally binding agreement between you (either as an individual or on behalf of an entity) and Kiban-sha regarding your use of our website, services, and related offerings.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with these terms, you must immediately cease using our services.

These Terms and Conditions supplement and work in conjunction with our Terms of Service, Privacy Policy, and any other agreements you may have with Kiban-sha.

Definitions

For the purposes of these Terms and Conditions:

• "Services" refers to all AI data infrastructure consulting, assessment, development, and governance offerings provided by Kiban-sha
• "Client" or "You" refers to the individual or organization accessing or using our services
• "Agreement" refers to these Terms and Conditions along with any service-specific contracts
• "Website" refers to the Kiban-sha website and all associated digital properties
• "Content" includes all text, images, data, information, and materials on our website or provided as part of services

User Obligations and Responsibilities

1. General Conduct Requirements

You agree to conduct yourself professionally and ethically when using our services:

• Provide accurate, truthful, and complete information in all communications and documentation
• Act in good faith throughout the business relationship
• Comply with all applicable laws, regulations, and industry standards
• Respect intellectual property rights of Kiban-sha and third parties
• Maintain confidentiality of proprietary information shared during service delivery

2. Prohibited Activities

You shall not engage in the following activities:

• Use our services for any illegal, fraudulent, or unauthorized purpose
• Attempt to reverse engineer, decompile, or extract proprietary methodologies
• Share confidential information about our services with competitors
• Misrepresent your authority to enter into agreements or make commitments
• Interfere with or disrupt the integrity or performance of our services
• Use automated systems to access our website without express permission
• Transmit harmful code, viruses, or malicious software
• Violate the rights of other users or third parties

3. Compliance Obligations

You are responsible for ensuring compliance with:

• Japanese data protection laws and regulations (Act on the Protection of Personal Information)
• Industry-specific regulations applicable to your organization
• Export control laws and international trade regulations
• Corporate governance requirements and internal policies
• Any contractual obligations with your own clients or partners

Content Guidelines and Restrictions

Acceptable Content

When providing data, documents, or information to us:

• You must have legal rights to share the content
• Content must be relevant to the services being provided
• All data must be properly anonymized if required by regulations
• You must disclose any known sensitivities or restrictions

Prohibited Content

You may not provide content that:

• Violates intellectual property rights of others
• Contains personal information without proper consent
• Is defamatory, obscene, or otherwise objectionable
• Violates confidentiality obligations to third parties
• Contains malicious code or security threats

Indemnification Obligations

You agree to indemnify, defend, and hold harmless Kiban-sha, its affiliates, officers, directors, employees, consultants, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

• Your violation of these Terms and Conditions or any applicable law
• Your violation of any rights of third parties
• Your use or misuse of our services
• Content you provide to us that infringes intellectual property rights
• Any negligent or wrongful conduct by you or your representatives
• Breach of confidentiality obligations

This indemnification obligation survives termination of our business relationship.

Warranties and Disclaimers

Client Warranties

You represent and warrant that:

• You have the legal authority to enter into this agreement
• All information provided to us is accurate and complete
• You have obtained necessary consents and permissions for data sharing
• Your use of our services does not violate any laws or agreements
• You will promptly notify us of any changes affecting these warranties

Service Disclaimers

While we strive for excellence, please note:

• No Guaranteed Outcomes: We cannot guarantee specific business results from our services
• Professional Judgment: Our recommendations are based on professional judgment and available information
• Technology Evolution: AI and data infrastructure technologies evolve rapidly; current recommendations may require updates
• Third-Party Dependencies: Some aspects of implementation may depend on third-party tools or platforms beyond our control
• As-Is Basis: Services are provided on an "as is" basis without warranties of merchantability or fitness for particular purposes

Limitation of Liability

Excluded Damages

To the maximum extent permitted by law, Kiban-sha shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business opportunities, or goodwill
• Loss or corruption of data
• Cost of procurement of substitute services
• Business interruption or operational delays
• Damages arising from reliance on recommendations without independent verification

Liability Cap

Our total aggregate liability for any claims arising from or related to our services shall not exceed the total fees paid by you to Kiban-sha during the twelve (12) months preceding the event giving rise to liability.

Exceptions

These limitations do not apply to liability arising from gross negligence, willful misconduct, fraud, or violations of applicable law that cannot be contractually limited.

Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including:

• Natural disasters, earthquakes, floods, or severe weather events
• Pandemics, epidemics, or public health emergencies
• Acts of war, terrorism, or civil unrest
• Government actions, laws, or regulations
• Labor disputes or strikes not involving our employees
• Telecommunications or internet service failures
• Power outages or critical infrastructure failures

The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact of the force majeure event.

Intellectual Property Rights

Kiban-sha Intellectual Property

All methodologies, frameworks, templates, tools, and documentation developed by Kiban-sha remain our exclusive intellectual property. You receive a limited license to use deliverables solely for your internal business purposes.

Client Intellectual Property

You retain all rights to your pre-existing intellectual property. You grant us a limited license to use your materials solely for delivering agreed services.

Work Product

Ownership of work product created during service delivery is defined in specific service agreements. In the absence of specific terms, customized deliverables become your property upon full payment, while underlying methodologies remain ours.

Dispute Resolution Process

Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate negotiations by providing written notice describing the dispute.

Mediation

If negotiation fails to resolve the dispute within 30 days, the parties may agree to non-binding mediation before pursuing litigation. The costs of mediation shall be shared equally unless otherwise agreed.

Litigation

If disputes cannot be resolved through negotiation or mediation, the matter shall be resolved through litigation in the appropriate courts of Japan:

• Exclusive jurisdiction: Tokyo District Court
• Governing law: Laws of Japan
• Language of proceedings: Japanese or English as agreed
• Each party bears its own legal costs unless awarded by the court

Miscellaneous Provisions

Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, Terms of Service, and any service-specific agreements, constitute the entire agreement between the parties.

Amendments

We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated through our website or via email. Continued use after changes constitutes acceptance.

Severability

If any provision is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Invalid provisions shall be modified to achieve the intended purpose to the maximum extent possible.

Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by authorized representatives.

Assignment

You may not assign your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights and obligations without restriction.

Survival

Provisions that by their nature should survive termination (including confidentiality, intellectual property, indemnification, and limitation of liability) shall continue after termination of our relationship.

Questions About These Terms

If you have questions or concerns about these Terms and Conditions, please contact us: