Terms of Use

1. "Contractor" means a person or entity that applies for the Service by an Application Form after agreeing to these Terms, and whose application the Company accepts.
2. "Authorized User" means an officer, employee, or other person of the Contractor to whom the Contractor permits use of the Service and grants Credentials.
3. "this Agreement" means the agreement for use of the Service formed between the Company and the Contractor based on these Terms and the Application Form.
4. "Application Form" means the application form prescribed by the Company (including electronic applications that the Company accepts, any quotation issued by the Company that the application refers to by its number, and any order placed under Article 3, Paragraph 7).
5. "Fee Schedule" means the schedule separately prescribed by the Company that sets forth the fees for the Service and the scope of provision for each plan.
6. "Project" means a unit of operations for one location or business that is set up on the Service. The Projects covered by this Agreement are set forth in the Application Form.
7. "Linked Account" means an SNS account that the Contractor links to a Project. The number that may be linked is set forth in the Application Form.
8. "Credentials" means the login ID, password, and other authentication information for the Service.
9. "Contractor Data" means information that the Contractor or an Authorized User enters, uploads, or links to the Service (including information obtained from Linked Accounts).
10. "Generated Content" means text, images, video, and other content generated by the AI features of the Service.
11. "Support Services" means the assistance, operations outsourcing, and production by the Company's personnel as set forth in Article 5.
12. "Agency" means a person who introduces the Service under the Company's Agency Terms.

1. These Terms apply to all relations between the Company and the Contractor regarding this Agreement.
2. If the Application Form contains provisions that differ from these Terms, the provisions of the Application Form shall prevail.
3. If the Company and the Contractor separately agree in a memorandum or other writing, that agreement shall prevail over these Terms and the Application Form.

1. A person who wishes to use the Service shall submit an Application Form to the Company after agreeing to these Terms. This Agreement is formed when the Company accepts the application and gives notice of acceptance by email or other means. The commencement date of use shall be stated in the notice of acceptance. If the Company accepts the application subject to conditions that differ from the Application Form, this Agreement is formed when the Contractor agrees to those conditions.
2. Applications for the Service are limited to corporations, sole proprietors, and individuals who use the Service for business purposes. If the applicant is a minor, the applicant must obtain the consent of a legal representative before applying.
3. The Company may decline an application if the applicant falls under any of the following items.
   1. The Application Form contains a false statement or an omission.
   2. This Agreement has previously been terminated due to a violation of these Terms.
   3. The applicant falls under any item of Article 25, Paragraph 1.
   4. The Company otherwise reasonably determines that acceptance is inappropriate.
4. If a change arises in the matters stated in the Application Form, the Contractor shall promptly notify the Company by the method prescribed by the Company.
5. The Contractor shall cause Authorized Users to comply with these Terms, and use of the Service by an Authorized User shall be deemed use by the Contractor.
6. Only where set forth in the Application Form, the Contractor may allow the third party named in the Application Form (the "Client") to use the Service. In that case:
   1. Officers and employees of the Client to whom the Contractor issues Credentials are Authorized Users.
   2. The Contractor shall impose on the Client obligations equivalent to these Terms and shall be liable for the Client's acts as if they were its own.
   3. Fees, support, disputes, and other matters between the Contractor and the Client are the Contractor's responsibility, and the Company is not involved.
7. The Contractor may make an additional application, such as adding a Project, by placing an order for a quotation issued by the Company by email or another method accepted by the Company. In that case, the contents of the quotation are treated as the contents of the Application Form, and these Terms apply. The Agreement is formed as set forth in Paragraph 1.

1. The Service uses AI technology to support planning SNS posts and drafting post copy, and also provides AI video editing-related features including analysis of videos and other materials uploaded by the Contractor, support for drafting scripts, captions (telop), narration, and similar copy, AI suggestions for editing operations on the editing screen, text-to-speech (TTS), and video export (rendering). For details of the AI video editing-related features, please see Article 14.
2. The Service uses APIs provided by Instagram and other services of Meta Platforms, Inc., YouTube, and other SNS platforms. The Contractor shall comply with the terms of use and guidelines of each platform with respect to Linked Accounts. When using a feature that uses YouTube API Services, the Contractor is deemed to have agreed to the YouTube Terms of Service (https://www.youtube.com/t/terms).
3. Information entered by the Contractor into the Service is processed in accordance with the terms of use and guidelines of the AI language models and their platforms used by the Service.
4. The Service does not warrant that post content generated by the Service complies with the terms of use and guidelines of each SNS platform.
5. The Contractor is responsible for confirming that post content generated by the Service complies with the terms of use and guidelines of each SNS platform.
6. Except in cases of willful misconduct or gross negligence on the part of the Company, the Company shall not be liable for any trouble with any SNS platform, account suspension, or any other disadvantage arising from post content generated by the Service.
7. As a system specification, the Service requires the Contractor's final confirmation and approval of generated post content. When the Company performs posting work as a Support Service, the Company also posts only after the Contractor's approval as set forth in Article 5.
8. Due to changes in the specifications or rules of SNS platforms or other reasons, the Company may restrict or change some features of the Service. In such cases, the Company shall give prior notice to the extent practicable and, except in cases of willful misconduct or gross negligence on the part of the Company, shall not be liable.
9. The Service provides an image generation feature that uses AI technology. For details of the image generation feature, please see Article 13.
10. The Company may use external AI services in order to provide the Service. Output content or usage restrictions arising from the specifications of an external AI service may be reflected in the features of the Service.
11. The Company shall not use information entered by the Contractor into the Service, or content generated through the Service, for the purpose of training or tuning the Company's AI models.
12. With respect also to external AI service providers used by the Service (including businesses that perform processing such as large language models and image, video, and audio processing; hereinafter referred to as "AI Providers"), the Company shall require, as a contractual condition, that the Contractor's input information not be used for training purposes. However, actual handling, storage methods, and whether data is used for training by an AI Provider shall be governed by that AI Provider's technical specifications, terms of use, and privacy policy. The Company does not warrant an AI Provider's performance and shall not be liable for damage arising therefrom.
13. The Company shall publish a list of external AI service providers (subprocessors) used in providing the Service on a web page prescribed by the Company (Subprocessor list). The Company may change subprocessors after prior notice due to business necessity (end of provision, response to vulnerabilities, fee revisions, etc.), and individual prior written consent is not required.
14. The Company does not warrant that use of the Service will produce any particular result, including follower counts, view counts, inquiries, store visits, or sales.

1. The Company provides the following Support Services according to the plan and options set forth in the Application Form. The specific content, frequency, and scope are set forth in the Fee Schedule and the Application Form.
   1. Support in setting an operations policy, regular advice, and other operational support
   2. Planning and creation of posts, scheduled posting, and other operations outsourcing
   3. Image production, video editing, filming, and other production (items delivered thereby are hereinafter referred to as "Deliverables")
2. The Company assigns a person in charge for each Contractor. The Company may change the person in charge when necessary for business reasons, and shall notify the Contractor in that case.
3. Support Services are the provision of work performed with the due care of a prudent manager, and do not promise the achievement of any particular result such as follower counts or sales.
4. The Contractor decides the operations policy and gives final approval of post content. When the Company creates post content, the Company posts only content approved by the Contractor before posting. However, if the Company and the Contractor set a method of approval in the Application Form or by agreement in writing or by electronic means (including a method of blanket approval for posts within a certain scope), that method shall apply.
5. The Contractor shall, by the deadline reasonably set by the Company, provide materials (photographs, videos, information about goods and services, and similar), confirmation, approval, and other cooperation necessary for the Support Services. Even if all or part of the Support Services cannot be provided because the Contractor's cooperation is not obtained, the fees shall not be reduced.
6. The number and scope of revisions to Deliverables are set forth in the Fee Schedule or the Application Form. Revisions beyond that shall be handled for a separate fee.
7. In filming and other production, the Contractor shall obtain the consent of persons who are subjects, permission to use facilities, and other rights clearances.
8. The Company may subcontract all or part of the Support Services to a third party. In that case, the Company shall impose on the subcontractor obligations equivalent to the Company's obligations under this Agreement, and shall be responsible for the subcontractor's acts.

1. The Contractor shall manage Credentials at the Contractor's own responsibility and shall not disclose, lend, or assign them to a third party.
2. Use of the Service performed using Credentials shall be deemed use by the Contractor. However, this shall not apply if Credentials are used by a third party due to willful misconduct or negligence on the part of the Company.
3. If the Contractor learns of a leak or unauthorized use of Credentials, the Contractor shall immediately notify the Company and follow the Company's instructions.
4. The Contractor warrants that it has legitimate administrative authority over Linked Accounts, or that it has obtained the consent of the person who has such authority.
5. If the Company needs access rights or authentication information for a Linked Account in order to provide Support Services, the Contractor shall grant them by the method prescribed by the Company, and the Company shall use them only within the purpose of this Agreement and manage them appropriately. After this Agreement ends, the Company shall promptly delete its own access rights or destroy the authentication information, and the Contractor shall change passwords and take other necessary measures.

1. The Company may suspend all or part of the Service if any of the following items applies.
   1. When maintenance, construction, or measures against failures become necessary for facilities required to provide the Service.
   2. When the Service cannot be operated due to failure of computers or communication lines, operational error, excessive concentration of access, unauthorized access, hacking, or similar.
   3. When the Service cannot be operated due to force majeure such as earthquake, lightning, fire, storm or flood, power outage, or other natural disaster.
   4. When an administrative or judicial agency orders a suspension of business, or gives guidance or an order to that effect.
   5. When the Company otherwise reasonably determines that suspension of the Service is necessary, in a manner equivalent to the preceding items.
2. In the case of Item 1 of the preceding paragraph, the Company shall endeavor to notify the Contractor in advance, except in emergencies.
3. In the case of Paragraph 1, the Company shall not be liable except in cases of willful misconduct or gross negligence on the part of the Company.

1. The fees for use of the Service (including consumption tax and local consumption tax; hereinafter referred to as the "Fees") shall be as set forth in the Fee Schedule and the Application Form.
2. The Contractor shall pay in advance the Fees for each contract term, by the payment method set forth in the Application Form and by the payment due date stated in the invoice issued by the Company. Bank transfer fees and other costs required for payment shall be borne by the Contractor.
3. If the Contractor does not pay the Fees by the payment due date, the Company may claim delay damages at the rate of 14.6% per year.
4. If the Fees become unreasonable due to economic conditions, taxes and public dues, changes in the cost of external services, or similar, the Company may change the Fee Schedule. In that case, the Company shall notify the Contractor no later than one month before the effective date, and the changed Fees shall apply from contract periods that start or are renewed on or after the effective date.
5. The Contractor shall not, without the Company's prior written consent, request a credit card company or other payment service provider to cancel or refund amounts already paid in respect of the Fees (including chargebacks). If the Contractor violates this paragraph and the Company incurs damage, the Contractor shall compensate for such damage.

1. The term of this Agreement shall be the period set forth in the Application Form, starting on the commencement date of use stated in the notice of acceptance.
2. If neither party gives notice, by the method prescribed by the Company, that it will not renew, no later than one month before the expiration date of the term, this Agreement shall automatically renew for the same period and on the same conditions, and the same shall apply thereafter. However, the Fees as changed under Article 8, Paragraph 4 shall apply.
3. If the Contractor requests cancellation during the term, this Agreement shall end on the expiration date of that term. The Contractor shall pay the Fees through the expiration date, and the Company shall not refund Fees already paid.
4. Notwithstanding the preceding paragraph, if any of the following items applies, the Company shall refund the Fees corresponding to the period during which the Service could not be used, calculated on a daily pro-rata basis.
   1. When, due to a cause attributable to the Company, a state in which the Service cannot be used normally continues for 14 consecutive days or more
   2. When the Service can no longer be provided due to a cause that does not constitute force majeure as set forth in Article 18, Paragraph 4
5. Refunds where the Company abolishes the Service under Article 21 shall be as set forth in that Article.
6. If this Agreement ends, the Company shall not provide the Service (including scheduled posting, analytics, and all other features) from the day after the end date.

1. Definition of Point Types

   Points are used to generate images and video. The unit price, purchase unit, and points consumed per generation are set forth in the Fee Schedule.

   1. Paid Purchased Points: points purchased by the Contractor for a fee. Paid Purchased Points have an expiration period of 180 days from the date of purchase.
   2. Free Points
      1. Bonus Points: points granted through campaigns or similar. The expiration period of Bonus Points shall be 180 days from the grant date, or the period indicated by the Company at the time of grant.
2. Generation Allowance

   On plans set forth in the Fee Schedule, images and video may be generated without using points, within the limits and intervals set forth in the Fee Schedule (hereinafter referred to as the "Generation Allowance"). Generation beyond the Generation Allowance uses points. If neither Generation Allowance nor points remain, no new generation is available until the next interval. Unused Generation Allowance is not carried over and is not converted into points.

3. Expiration of Paid Points
   1. The validity period of Paid Points shall be 180 days from the date the points are granted, and points whose validity period has passed shall become invalid.
   2. The "date the points are granted" in the preceding paragraph means the date on which payment is completed and the Company grants the points to the Contractor's account.
   3. If points are purchased more than once, an expiration date shall be set separately for each purchase.
   4. No extension of the expiration date, carryover, or other exceptional measures shall be made.
   5. Points past their expiration date shall automatically expire, and shall not be restored or refunded for any reason.
   6. The remaining period until expiration may be confirmed on the contract management page or similar.
4. Order of Consumption
   1. When the Contractor generates images or video, consumption shall be automatic in the following order:
      1. Generation Allowance (if a Generation Allowance is set forth in the Fee Schedule)
      2. Paid Points (in order of nearest expiration)
      3. Free Points
   2. The Contractor may not change the order of consumption in the preceding paragraph.
5. No Refunds
   1. After purchase of Paid Purchased Points, refunds shall not be made in principle. However, if any of the following applies, the Company may refund all or part of the amount equivalent to unused points.
      1. When, due to a cause attributable to the Company, a state in which the Service cannot be used normally continues for 14 consecutive days or more, and the Contractor was unable to use points during that outage period
      2. When provision of the Service becomes impossible due to a cause that does not constitute force majeure as set forth in Article 18, Paragraph 4
   2. Even if points are purchased by mistake, unused points remain, or the expiration date has passed, no refunds shall be made whatsoever.
   3. Please confirm carefully before purchase.
   4. The subject of refunds under the preceding items is limited to unused points, and used points are not subject to refund. The method of refund shall be as designated by the Company.
   5. If this Agreement ends, all unused points shall expire. However, unused Paid Purchased Points where the Company abolishes the Service in its entirety under Article 21, Paragraph 3 shall be refunded in accordance with that paragraph.
6. Point Consumption for AI Video Export and Handling of Failures
   1. When using AI video export (rendering) as prescribed by the Service or other AI video-related processing designated by the Company, points may be deducted in advance of consumption by the method prescribed by the Company.
   2. If export or processing incidental thereto fails due to an outage attributable to the Company, an obvious defect in the Company's systems, duplicate charging, or other cases recognized by the Company, the Company may re-grant all or part of the points consumed in connection with that failure to the Contractor by the method prescribed by the Company.
   3. The Company shall have no obligation to return or re-grant points for failures due to the communication environment, deficiencies in the Contractor's device or materials, input content, failures of external services (cloud GPUs, encoding processing, etc.), or other causes not attributable to the Company.
   4. Notwithstanding the preceding paragraphs, whether to re-grant points, and the scope and method thereof, shall be reasonably determined by the Company and set forth by notice to the Contractor or by publication on the Service.
7. No Transfer Between Projects
   1. Points may be used only within the project in which they were purchased or granted.
   2. Points may not be transferred to another project.
   3. If a project is deleted, points remaining in that project shall also expire, and no refund or transfer shall be made.

1. All copyrighted works, software, content, and similar materials provided in the Service (the system, UI, technology, and similar of Mawaru) are owned by the Company or licensors from whom the Company has obtained a license, with respect to copyright (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan) and other intellectual property rights or rights of use.
2. With respect to content such as SNS post copy generated through the Service and Generated Video-Related Content as defined in Article 14 (hereinafter collectively referred to as "Generated Content"), the Contractor may freely use, reproduce, reprint, modify, and otherwise deal with such content. However, the following acts are prohibited:
   1. Reproducing, reprinting, modifying, or similar acts with respect to the Service itself (the system, UI, technology, etc.)
   2. Reselling, sublicensing, or allowing a third party to use the Service (including Credentials). However, this excludes allowing a Client to use the Service under Article 3, Paragraph 6.
   3. Using the Service for the development or analysis of a service that competes with the Service
3. The Company may use Contractor Data to the extent necessary to provide, operate, and respond to defects in the Service and the Support Services. The Company shall not use Contractor Data or Generated Content for training or tuning the Company's or a third party's AI models. However, the Company may use statistical information processed so that the Contractor and individuals cannot be identified, for the improvement of the Service.
4. If a problem arises from a violation of this Article, the relevant Contractor shall resolve the problem at the Contractor's own responsibility and shall take appropriate measures so as not to cause any disadvantage or damage to the Company.
5. To the extent necessary for the use under Paragraph 3, the Contractor shall not exercise moral rights of the author (including the right of publication, the right of attribution, and the right of integrity) against the Company, third parties who have duly acquired rights from the Company, and persons who have succeeded to rights from such third parties.
6. Copyright in Deliverables created by the Company (including subcontractors) and delivered to the Contractor (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan) shall transfer to the Contractor when payment of the Fees for those Deliverables is completed. However, rights in materials, templates, know-how, and similar that the Company or a third party held beforehand are reserved to the Company or that third party, and the Contractor may use them to the extent necessary to use the Deliverables. The Company shall not exercise moral rights of the author in the Deliverables against the Contractor, and shall not cause subcontractors to exercise them.

1. The Company may, after obtaining the Contractor's prior consent, publish the following information as case studies or track record on the Company's website, sales materials, advertising, and similar.
   1. The Contractor's name (company name, trade name, etc.)
   2. The Contractor's logo and trademarks
   3. Industry and type of business
   4. The content of use of the Service and results
   5. Other information to which the Contractor has consented
2. The Contractor may withdraw the consent in the preceding paragraph at any time, and if the Company receives notice of withdrawal, the Company shall promptly discontinue publication of the relevant information.
3. Whether or not consent under Paragraph 1 has been given shall not affect the conditions of provision of the Service.

1. The Service provides an image generation feature that uses AI technology (hereinafter referred to as the "Image Generation Feature").
2. If copyright or other rights in images generated by the Image Generation Feature (hereinafter referred to as "Generated Images") arise in the Company, those rights shall transfer to the Contractor at the same time they are generated. However, this shall be subject to the following conditions:
   1. The Company does not claim ownership of Generated Images
   2. The Contractor may freely use, reproduce, reprint, modify, and commercially use Generated Images
   3. However, use that infringes the rights of third parties is prohibited
3. In using the Image Generation Feature, the Contractor shall not engage in the following acts:
   1. Generating illegal content (obscene materials, child pornography, violent expressions, etc.)
   2. Generating content that infringes the copyright, trademark rights, publicity rights, or other intellectual property rights of a third party
   3. Generating or using a specific real person without authorization (deepfakes, etc.)
   4. Generating or disseminating content that is misleading or contains false information
   5. Generating content that is discriminatory, defamatory, or constitutes harassment
   6. Generating content that infringes personal information or privacy
   7. Generating and posting images that cause goods, facilities, persons, experiences, or similar that do not exist to be mistaken as existing
4. The Company does not warrant the following with respect to the Image Generation Feature:
   1. Accuracy, completeness, appropriateness, or usefulness of Generated Images
   2. That Generated Images will not be similar to existing copyrighted works
   3. That Generated Images will not infringe the rights of third parties
   4. Lawfulness of commercial use of Generated Images
5. The Contractor is responsible for confirming the following before using Generated Images:
   1. That there is no similarity to existing copyrighted works
   2. That they do not infringe the rights of third parties (copyright, trademark rights, publicity rights, etc.)
   3. Compliance with laws, regulations, and terms applicable to the purpose of use
   4. Compliance with the terms of use and guidelines of each SNS platform
6. If a dispute arises with a third party due to use of Generated Images, the Contractor shall resolve it at the Contractor's own responsibility and expense. However, this shall not apply if the dispute is caused by willful misconduct or gross negligence on the part of the Company.
7. Except in cases of willful misconduct or gross negligence on the part of the Company, the Company shall not be liable in any way for the following damages arising from use of the Image Generation Feature:
   1. Damages arising from Generated Images being similar to existing copyrighted works
   2. Damages arising from Generated Images infringing the rights of third parties
   3. Trouble, litigation, or any other disadvantage arising from the content of Generated Images
   4. Damages arising from suspension, delay, errors, or similar of the Image Generation Feature
8. Prompts entered by the Contractor, reference images uploaded by the Contractor, and similar information are used for image generation. The Company shall use such information only for the purpose of providing the Service and shall not use it for training or tuning the Company's AI models. The Company shall not disclose it to third parties, except in cases of a disclosure request based on laws and regulations, an order of a court or administrative agency, or handling by a contractor to the extent necessary for such provision.
9. Due to technical constraints, changes in laws and regulations, changes in the specifications of third-party services, or similar, the Company may change or suspend part or all of the Image Generation Feature after prior notice to the extent practicable.

1. The Service provides features that use AI technology for analysis of video, generation of scripts, captions (telop), and narration drafts, suggestions for editing operations, text-to-speech (TTS), and video export (hereinafter referred to as the "Video AI Feature").
2. If copyright or other rights arise in the Company in video files, script drafts, editing content on the timeline, and other deliverables derived from the Video AI Feature that are generated or exported by the Video AI Feature (excluding existing materials uploaded by the Contractor; hereinafter referred to as "Generated Video-Related Content"), those rights shall transfer to the Contractor at the time generation or export is completed. However, this shall be subject to the following:
   1. The Company does not claim ownership of Generated Video-Related Content
   2. The Contractor may freely use, reproduce, reprint, modify, and commercially use Generated Video-Related Content
   3. If exported video includes BGM, fonts, templates, or other materials licensed by the Company or a third party, such materials shall be subject to the respective license conditions and usage restrictions
   4. Use that infringes the rights of third parties is prohibited
3. In using the Video AI Feature, the Contractor shall not engage in the following acts:
   1. Generating or using illegal content (obscene materials, child pornography, violent expressions, etc.)
   2. Generating or using content that infringes the copyright, trademark rights, publicity rights, or other intellectual property rights of a third party
   3. Generating or using a specific real person without authorization (deepfakes, etc.)
   4. Generating or disseminating content that is misleading or contains false information
   5. Generating content that is discriminatory, defamatory, or constitutes harassment
   6. Generating or using content that infringes personal information or privacy
4. The Company does not warrant the following with respect to the Video AI Feature:
   1. Accuracy, completeness, appropriateness, or usefulness of generated or exported video, scripts, narration drafts, editing suggestions, etc.
   2. Technical quality such as synchronization of video and audio, character corruption, encoding quality, naturalness of speech synthesis, or compatibility with file formats
   3. That Generated Video-Related Content will not be similar to, or will not infringe, existing copyrighted works or the rights of third parties
   4. Lawfulness for commercial use or other specific purposes
   5. That AI editing suggestions or bulk application will not produce results different from the Contractor's intent
5. The Contractor is responsible for confirming the following before using Generated Video-Related Content and exported video:
   1. Similarity to existing copyrighted works and whether there is infringement of third-party rights
   2. Compliance with laws and regulations, industry norms, and the terms of each distribution platform applicable to the purpose of use
   3. Factual accuracy and appropriateness of expression of narration drafts and similar (including that they do not cause misunderstanding)
6. If a dispute arises with a third party due to Generated Video-Related Content or use of the Video AI Feature, the Contractor shall resolve it at the Contractor's own responsibility and expense. However, this shall not apply if the dispute is caused by willful misconduct or gross negligence on the part of the Company.
7. Except in cases of willful misconduct or gross negligence on the part of the Company, the Company shall not be liable in any way for the following damages arising from use of the Video AI Feature:
   1. Damages arising from Generated Video-Related Content or exported video conflicting with the rights of third parties
   2. Trouble, litigation, or any other disadvantage arising from the Video AI Feature
   3. Damages arising from failure, delay, or errors of rendering or export, unintended editing results, or similar
8. Video, audio, images, and other materials uploaded by the Contractor, scripts, chat history, summaries of the state on the editor, and other information entered or transmitted in connection with the Video AI Feature are used to provide the Video AI Feature (including analysis and generation). The Company shall use such information only for the purpose of providing the Service and shall not use it for training or tuning the Company's AI models. The Company shall not disclose it to third parties, except in cases of a disclosure request based on laws and regulations, an order of a court or administrative agency, or handling by a contractor for payment, infrastructure, or similar to the extent necessary for such provision. Actual handling by AI Providers shall be as set forth in Article 4.
9. Due to technical constraints, changes in laws and regulations, changes in the specifications of third-party services, or similar, the Company may change or suspend part or all of the Video AI Feature after prior notice to the extent practicable.

1. Acts that infringe, or that may infringe, the Company's or a third party's intellectual property rights, privacy, publicity rights, or other property or personal rights included in the Service.
2. Acts that cause, or that may cause, disadvantage or damage to the Company or a third party.
3. Acts that discriminate against or defame the Company or a third party, or that damage another person's honor or reputation, or that may do so.
4. Acts that violate laws, regulations, ordinances, public notices, or other rules.
5. Acts that violate, or that may violate, public order and morals or the principle of good faith.
6. Criminal acts, acts that encourage them, or acts that may do so.
7. Acts that may have a harmful adverse effect on children.
8. Acts of establishing a pyramid scheme or soliciting participation in one.
9. Election campaigning, pre-election activities, or similar activities, and acts that violate, or that may violate, the Public Offices Election Act of Japan.
10. Sending or registering false information when registering as a Contractor.
11. Unauthorized access to the Company's systems, alteration or deletion of information, or sending or posting harmful computer programs such as computer viruses, or other acts that interfere, or that may interfere, with the normal operation of the Service.
12. Placing an excessive load on the network or systems of the Service.
13. Impersonating another Contractor or a third party to use the Service, infringing rights on the Service, or causing, or that may cause, nuisance or disadvantage.
14. Reverse engineering, decompiling, or disassembling the Service, or making large volumes of access or collecting data by automated means.
15. Inputting into the Service, without the consent of the relevant third party or a legal basis, information that is subject to a confidentiality obligation with a third party, or information whose provision is restricted by law. If damage arises to the Company or a third party due to the Contractor's violation of this item, the Contractor shall resolve the matter at the Contractor's own responsibility and expense and shall not make any claim against the Company.
16. Engaging in the following acts for the purpose of operating SNS accounts beyond the number of Linked Accounts or the scope of Projects set forth in the Application Form.
    1. Repeatedly switching, or registering and deleting, SNS accounts to be linked
    2. Operating, in a single Project, accounts of different locations or businesses
    3. Other acts equivalent thereto
17. Other acts equivalent to the preceding items that the Company reasonably determines to be inappropriate.

1. Restricting use of the Service.
2. Terminating this Agreement under Article 17.
3. Other measures that the Company reasonably deems necessary.

1. If the Contractor falls under any of the following items, the Company may immediately terminate all or part of this Agreement without any notice or demand.
   1. When the Contractor violates Article 13, Paragraph 3, Article 14, Paragraph 3, or Article 15, and does not cure the violation despite the Company requesting a cure within a reasonable period, or when the violation is material and difficult to cure
   2. When the Contractor delays payment of the Fees and does not pay within 14 days from the date of a demand by the Company
   3. When the Contractor suspends payments or becomes unable to pay, or when a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation
   4. When a bill or check is dishonored
   5. When the Contractor receives a petition for attachment, provisional attachment, provisional disposition, or auction, or a disposition for delinquency of taxes or public dues
   6. When the Contractor resolves to dissolve, or to assign all or an important part of its business
   7. When it is found that the Application Form contained a false statement, or that the Contractor had previously been terminated due to a violation of these Terms
   8. When other material grounds that make it difficult to continue this Agreement arise, equivalent to the preceding items
2. If the Contractor falls under any item of the preceding paragraph, the Contractor shall automatically lose the benefit of time with respect to all obligations owed to the Company and shall immediately pay them.
3. The Contractor may terminate this Agreement if the Company commits a material breach of these Terms and does not cure it despite the Contractor requesting a cure within a reasonable period.
4. The Company shall not be liable for damage incurred by the Contractor due to termination under Paragraph 1.

1. The Company does not warrant the accuracy, quality, completeness, lawfulness, reliability, appropriateness, or similar of the contents of the Service.
2. The Company does not warrant that the Service will be free from interruption, discontinuation, or other failures.
3. Even if Credentials are stolen through unforeseeable unauthorized access or similar acts and the Contractor incurs damage or similar, the Company shall not be liable except in cases of willful misconduct or gross negligence on the part of the Company.
4. The Company shall not be liable if nonperformance of all or part of this Agreement occurs due to force majeure that cannot be attributed to the Company, including natural disasters, enactment, amendment, or abolition of laws and regulations, traffic accidents, accidents of transportation facilities, labor disputes, or other natural or human-caused events.
5. The Company shall not be liable for damage arising from failure, suspension, or specification changes of external services used by the Company (SNS platforms, cloud services, AI services, and similar).
6. Even if the Contractor becomes involved in trouble in connection with use of the Service, whether inside or outside the Service, the Company shall not be liable except in cases of willful misconduct or gross negligence on the part of the Company, and such trouble shall be resolved by the relevant Contractor at the Contractor's own responsibility and expense.
7. The Company does not warrant in any way that post content generated by the Service complies with the terms of use and guidelines of each SNS platform, or the accuracy, appropriateness, usefulness, or similar of such post content, and shall not be liable for damages arising therefrom.
8. Post content generated by the Service shall be posted after the Contractor's final confirmation and approval (including approval under Article 5, Paragraph 4), and the Company shall not be liable in any way for any problem arising from such post content (including SNS trouble such as backlash), except in cases of willful misconduct or gross negligence on the part of the Company.
9. The Company and Agencies shall not be liable in any way for damages arising from the Contractor's improper use of the Service or use other than the methods of use set forth in these Terms.
10. The Company does not warrant the success, completion at a prescribed quality, or completion within a deadline of video export (rendering), encoding processing, or processing incidental thereto, and shall not be liable in any way for damages arising therefrom, except in cases of willful misconduct or gross negligence on the part of the Company.
11. The Company does not warrant in any way that the output, editing results, or bulk-applied content of the AI video editing features (including script generation, suggestions for editing operations, speech synthesis, and similar) will match the Contractor's intent, be accurate, or be fit for a particular purpose, and shall not be liable in any way for damages arising therefrom, except in cases of willful misconduct or gross negligence on the part of the Company.
12. The Company shall, to a reasonable extent, confirm and require that AI Providers comply with contractual terms with the Company (including non-use for training purposes). However, because the Company has no means to directly verify an AI Provider's internal processing, the Company shall not be liable for damage suffered by the Contractor due to an AI Provider's breach, except in cases of willful misconduct or gross negligence on the part of the Company.
13. Provisions of this Article and other provisions of these Terms that state that the Company is not liable shall not apply in cases of willful misconduct or gross negligence on the part of the Company.

1. If the Contractor violates these Terms and causes damage to the Company, the Contractor shall compensate for such damage (including lost profits and attorneys' fees).
2. If the Company causes damage to the Contractor due to a cause attributable to the Company in connection with this Agreement, the Company shall compensate for such damage within the scope of the following items, except where these Terms provide that the Company is not liable.
   1. In cases of willful misconduct or gross negligence on the part of the Company: the full amount of such damage
   2. In cases of slight negligence on the part of the Company: limited to ordinary damages that actually and directly arose (excluding special damages, lost profits, indirect damages, and attorneys' fees), and capped at the lower of the following amounts.
      1. The total Fees paid by the Contractor to the Company under this Agreement during the 12 months preceding the date on which the cause of the damage arose
      2. 1,000,000 yen

1. The Company may change the contents of the Service if there is a reasonable reason. If a change has a material effect on the Contractor, the Company shall give prior notice with a reasonable period.
2. If the Company abolishes provision of all or part of the Service, the Company shall notify the Contractor no later than three months before the abolition date.
3. If the Company abolishes the Service in its entirety, the Company shall refund the portion of Fees prepaid by the Contractor that corresponds to the period after the abolition date (calculated on a daily pro-rata basis), and the amount equivalent to unused Paid Purchased Points.
4. Except for the refund in the preceding paragraph, the Company shall not be liable for damage incurred by the Contractor due to a change or abolition under this Article.

1. In this Article, "Confidential Information" means technical, business, and other information disclosed by one party (hereinafter referred to as the "Disclosing Party") to the other party (hereinafter referred to as the "Receiving Party") in connection with this Agreement, that is identified as confidential or that should by its nature be treated as confidential. Contractor Data shall be treated as Confidential Information of the Contractor.
2. The Receiving Party shall use Confidential Information only for the purpose of this Agreement and shall not disclose it to a third party without the prior consent of the Disclosing Party. However, this excludes the following cases.
   1. Disclosure, to the extent necessary to perform this Agreement, to the Receiving Party's officers and employees, attorneys and other professionals, subcontractors, and subprocessors, after imposing obligations equivalent to this Article
   2. Disclosure based on laws and regulations or an order of a court or administrative agency (with prior notice to the Disclosing Party to the extent practicable)
   3. Publication based on consent under Article 12
3. The following information shall not constitute Confidential Information.
   1. Information already possessed at the time of disclosure.
   2. Information that was already public knowledge at the time of disclosure, or that subsequently became public knowledge due to a cause not attributable to the receiving party.
   3. Information lawfully obtained from a third party after disclosure.
   4. Information independently developed or created without relying on the disclosed confidential information.
4. If this Agreement ends, or if the Disclosing Party so instructs, the Receiving Party shall return or destroy Confidential Information in accordance with the Disclosing Party's instructions. However, the handling of Contractor Data shall be as set forth in Article 24.
5. The Company may review Contractor Data and usage status to the extent necessary to provide the Service and the Support Services, respond to defects, investigate violations of these Terms, or comply with laws and regulations.
6. The obligations of this Article shall survive for three years after this Agreement ends.

1. The Company shall handle personal information obtained in connection with the Service in accordance with the Company's Privacy Policy.
2. If Contractor Data includes personal information, the Company shall handle it only within the purpose of this Agreement as having been entrusted by the Contractor with the handling of that personal information, and shall take necessary and appropriate security control measures in accordance with the Act on the Protection of Personal Information of Japan.
3. The Contractor shall give notice to the individual, obtain consent, and take other procedures required by law with respect to handling the personal information in the preceding paragraph on the Service.
4. If the Company entrusts the handling of the personal information in Paragraph 2 to a subcontractor or subprocessor, the Company shall exercise necessary and appropriate supervision over them.
5. If a leak or similar of the personal information in Paragraph 2 occurs, the Company shall promptly notify the Contractor and take necessary measures.
6. If the Contractor allows a Client to use the Service under Article 3, Paragraph 6 and handles through the Service personal information entrusted to it by the Client, the Contractor shall notify the Client that handling is entrusted to the Company and its Subprocessors and obtain any necessary consent.
7. The procedure for deleting data is set forth in Data Deletion.

1. The Contractor shall, by the end date of this Agreement, save necessary Contractor Data and Generated Content within the methods provided by the Company.
2. The Company shall delete Contractor Data after 90 days have elapsed from the end date of this Agreement. However, this excludes items that must be retained under laws and regulations, and items that are erased in sequence from backups. The Company shall have no obligation to restore deleted data.
3. After this Agreement ends, the Company shall disconnect Linked Accounts.
4. The statistical information under Article 11, Paragraph 3 may continue to be used after this Agreement ends.
5. Where a Client was allowed to use the Service under Article 3, Paragraph 6, Contractor Data is also handled under this Article. Contractor Data is transferred to the Client only if the Company and the Contractor separately agree.

1. The Contractor represents and warrants that the Contractor does not, and will not in the future, fall under any of the following items.
   1. That the Contractor or the Contractor's officers are an organized crime group (boryokudan), a member of an organized crime group, a person for whom five years have not elapsed since ceasing to be a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer (sokaiya), a person or group engaging in criminal activities under the pretext of a social movement, a special-intelligence violent group, or a person equivalent thereto (hereinafter collectively referred to as "Organized Crime Group Members, etc.").
   2. Having a relationship in which Organized Crime Group Members, etc. are recognized as controlling management.
   3. Having a relationship in which Organized Crime Group Members, etc. are recognized as being substantially involved in management.
   4. Having a relationship that is recognized as using Organized Crime Group Members, etc., such as for the purpose of seeking illicit gain for oneself or a third party, or for the purpose of causing damage to a third party.
   5. Having a relationship that is recognized as involvement such as providing funds or other benefits to Organized Crime Group Members, etc.
   6. That the Contractor's officers or persons substantially involved in the Contractor's management have a socially reprehensible relationship with Organized Crime Group Members, etc.
2. The Contractor warrants that the Contractor will not, either by the Contractor or by using a third party, engage in any of the following acts.
   1. Violent demanding acts.
   2. Unreasonable demanding acts beyond legal responsibility.
   3. Threatening language or use of violence in connection with a transaction.
   4. Spreading rumors, using fraud, or using force to damage the other party's reputation or interfere with the other party's business.
   5. Other acts equivalent to the preceding items.
3. If the Contractor violates the preceding two paragraphs, the Company may immediately terminate this Agreement without any procedures such as notice or demand, regardless of whether there is a cause attributable to the Company.
4. If the Company terminates this Agreement pursuant to the preceding paragraph, the Company shall not be liable to compensate even if the Contractor incurs damage as a result, and the Contractor acknowledges this.

1. The Company may change these Terms from time to time pursuant to Article 548-4 of the Civil Code of Japan if any of the following applies. After these Terms are changed, this Agreement shall be governed by the changed Terms.
   1. When the change to these Terms is in the general interest of Contractors.
   2. When the change to these Terms does not contradict the purpose of the contract and is reasonable in light of the necessity of the change, the appropriateness of the content after the change, and other circumstances related to the change.
2. When changing these Terms, the Company shall set the effective date of the changed Terms and, no later than one month before the effective date (or by the effective date, in the case of a change that conforms to the general interest of Contractors), notify the Contractor of the content and make it known by display on the Service or other method prescribed by the Company.

1. With respect to matters not set forth in these Terms, or if the Company separately prescribes details or similar, the Contractor shall comply therewith. Such details or similar shall form a part of these Terms.
2. Details or similar shall take effect from the time they are posted, and if there is any contradiction or conflict with the content of these Terms, these Terms shall prevail.

November 1, 2026 — Established