Terms of Service

Article 1 (Acceptance and Scope of Application)

1. These Terms apply to all agreements formed between the Company and any corporation, organization, or individual that uses the cloud-based document management platform "Chronoter" (the "Service"), and constitute a part of the Agreement.
2. By completing the registration process or by using the Service, the User shall be deemed to have agreed to these Terms, and the Agreement shall be considered concluded.
3. If the User is a corporation or other organization, and an authorized representative completes the registration or any related procedures, such corporation or organization shall be deemed to have unconditionally agreed to be bound by the Agreement.
4. If the User continues to use the Service following any revisions to these Terms, the User shall be deemed to have accepted the revised Terms.

Article 2 (Definitions)

Unless otherwise specified, the terms used in these Terms shall have the following meanings. These definitions shall also apply to other related agreements, unless the context clearly indicates otherwise.

1. "Service": The cloud-based document management and generation platform "Chronoter" provided by the Company.
2. "User": A corporation, organization, or individual who has agreed to these Terms and uses the Service.
3. "Organization": An entity registered by a User as a corporation or other organization.
4. "Administrator": A person authorized to perform registration, configuration, user management, and other administrative functions within an Organization.
5. "End User": An individual who belongs to an Organization and holds an individual account on the Service.
6. "User Data": All information, documents, code, files, and other data provided by a User that the Company receives, stores, processes, or accesses through the Service.
7. "Agreement": The entire contractual relationship between the Company and the User, including these Terms and any separate individual agreements or supplementary provisions.
8. "External Services": Services provided by third parties (e.g., GitHub, Google) that the Company permits to be integrated with the Service.
9. "API Key": Authentication credentials used by the User to connect with external AI services.
10. "Intellectual Property Rights": All rights to intangible assets, including copyrights, patents, utility model rights, design rights, trademarks, and other similar rights.

Article 3 (Service Description and Terms of Provision)

1. The Company provides the User with the Service, a cloud-based SaaS that integrates with external services such as Git repositories to analyze code, documents, and Markdown files stored therein, and to automatically generate web-viewable documentation sites that can be managed through the Service.
2. The Service is primarily intended for business use by corporations and other organizations, but it may also be used by individuals.
3. The User acknowledges that certain functions of the Service may depend on APIs or services provided by third parties (e.g., GitHub, Google), and that changes to, suspension of, or limitations on such external services may temporarily or permanently affect the functionality of the Service.
4. The Company grants the User a non-exclusive, non-transferable right to use the Service as necessary, but makes no warranties, express or implied, as to the Service's fitness for a particular purpose, accuracy, completeness, or usefulness.
5. The Company may modify, add, remove, or discontinue any functions, specifications, user interfaces (UI), or other components of the Service at any time without prior notice or consent of Users; provided, however, that if such changes are expected to have a material impact on Users, the Company shall endeavor to provide prior notice by reasonable means.

Article 4 (Modification of Terms)

1. The Company may revise these Terms, in whole or in part, without obtaining prior consent from Users in any of the following cases:
   1. If the revision is in the general interest of Users; or
   2. If the revision is reasonable in light of the purpose of the Service (e.g., due to changes in applicable laws, modifications to the Service, changes in social conditions, or technical necessity).
2. When revising these Terms, the Company shall specify the effective date and notify Users by posting the revised Terms on its website or by other appropriate means, with reasonable prior notice.
3. If a User continues to use the Service after the effective date of the revised Terms or fails to raise an objection within the specified period, the User shall be deemed to have accepted the revised Terms.
4. If the Company determines that a revision will materially affect Users, it shall provide reasonable advance notice along with an explanation of the changes, and shall offer Users an opportunity to either explicitly consent to the changes or discontinue use of the Service.

Article 5 (Fees, Payment Methods, and Billing)

1. Except for any free plan separately defined by the Company, use of the Service is provided as a subscription-based paid service ("Paid Plan"), and the User shall pay the fees prescribed by the Company ("Usage Fees") in the manner specified.
2. The Usage Fees, payment methods, billing cycles (e.g., monthly or annually), and other related details shall be as indicated on the Service or the Company's website. The Company may reasonably revise these terms from time to time.
3. The subscription period for the Paid Plan shall be the contractual period selected at the time of execution of the Agreement (the "Contract Period"). Unless the User completes cancellation procedures prior to the expiration of the Contract Period, the subscription shall automatically renew under the same terms.
4. Payment shall be made in advance via credit card (through Stripe), and all billing shall be in United States dollars (USD). Usage Fees are displayed exclusive of tax. Applicable taxes (including, but not limited to, Japanese consumption tax, value-added tax (VAT), goods and services tax (GST), or similar levies) will be calculated and displayed by the payment processor (Stripe) based on the User's location, billing details, and other relevant conditions. Such taxes shall be added to the Usage Fees and charged accordingly. The User hereby agrees in advance that such tax calculations and collections are governed by Stripe's system.
5. If the User fails to fulfill its payment obligations, the Company may, upon notice, temporarily suspend the User's access to the Service or terminate the Agreement.
6. The User may cancel the subscription at any time during the Contract Period; however, the Service will remain available until the end of the Contract Period, and no prorated refunds shall be issued.
7. If the Company changes the Usage Fees, it shall clearly indicate the revised amounts and the effective date on the Service and shall provide reasonable advance notice to Users.

Article 6 (Intellectual Property Rights and Handling of Data)

1. All rights, including copyrights and other intellectual property rights, in all data, information, files, code, documents, and other materials provided by the User to the Company's systems through the use of the Service ("User Data") shall belong to the User or the third party that lawfully holds such rights.
2. The User grants the Company a non-exclusive, royalty-free, non-transferable, and non-sublicensable right to use the User Data to the extent necessary to provide, maintain, improve, and support the Service during the term of this Agreement. Upon termination of this Agreement, the Company shall cease using and delete such data within a reasonable period.
3. The Company shall not use User Data for advertising, marketing, AI training, or for any purpose other than the provision of the Service without the User's explicit prior consent. If User Data is transmitted to external AI service providers, such transmission shall be limited to API integrations selected by the Company or via API keys configured by the User. Under no circumstances shall User Data be used for AI model training without the User's express prior consent.
4. In providing the Service, the Company may subcontract all or part of its operations to third parties (e.g., cloud infrastructure providers, maintenance service providers), and may disclose User Data to such subcontractors only to the extent necessary under this Article. The Company shall impose information management obligations on such subcontractors equivalent to those imposed on itself.
5. The provisions of this Article shall survive the termination of this Agreement to the extent reasonably necessary.

Article 7 (Prohibited Conduct)

The User shall not engage in, or attempt to engage in, any of the following acts:

1. Acts that violate laws, regulations, public order, or morals, or that promote or incite criminal activity.
2. Acts that infringe upon the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company or any third party.
3. Unauthorized access, misuse of authentication credentials, reverse engineering, disassembly, decompilation, or any attempt to analyze the Service.
4. Scraping, crawling, spamming, or any acts that place an excessive load on the Service, the Company's servers, or its network infrastructure.
5. Use of the Service in a manner outside the intended use as determined by the Company, or reselling, sublicensing, lending, or sharing the Service with any third party.
6. Use of the Service or any integrated external service in a manner that violates the terms of use of the respective external service provider.
7. Commercial use of the Service, in whole or in part, without the prior written consent of the Company (including use for advertising, sales, or other commercial purposes).
8. Any other acts that the Company reasonably determines to interfere with or be detrimental to the proper operation of the Service.
9. If the User is a corporation or other organization, any prohibited conduct by its officers, employees, contractors, or other related persons shall be deemed to be conduct of the User itself.

Article 8 (Suspension, Restriction of Accounts, and Termination)

1. The Company may, without prior notice, temporarily suspend, restrict, or delete a User's account in any of the following cases:
   1. The User breaches these Terms;
   2. The User's registration information is found to be false or misleading;
   3. The User fails to fulfill payment obligations;
   4. The User fails to respond to the Company's inquiries within a reasonable period of time;
   5. The Company reasonably determines that the User's continued use of the Service is inappropriate.
2. The Company shall not be liable for any damages incurred by the User as a result of such measures, except in cases of willful misconduct or gross negligence on the part of the Company.
3. Where reasonably practicable, the Company shall notify the User of the reason and details of the action taken after the fact, unless the Company reasonably determines that such notification is inappropriate due to urgency or the need to protect the rights of third parties.

Article 9 (Suspension, Modification, or Termination of the Service)

1. The Company may, without prior notice, temporarily suspend or interrupt all or part of the Service in any of the following circumstances:
   1. Maintenance, inspection, or updates of the system;
   2. Natural disasters, power outages, terrorism, war, labor disputes, epidemics, or other force majeure events;
   3. Failures in the Company's or third parties' systems, networks, or infrastructure;
   4. Specification changes, API discontinuation, or similar issues affecting external services (e.g., GitHub);
   5. Restrictions imposed by laws, court orders, or administrative directives; or
   6. Other circumstances deemed unavoidable by the Company on reasonable grounds.
2. The Company may discontinue all or part of the Service for business reasons. In such case, the Company shall notify Users at least thirty (30) days in advance via its website or other appropriate means.
3. Upon discontinuation of the Service, the Company will endeavor to reasonably refund any prepaid Usage Fees; provided, however, that this provision shall not apply where the discontinuation results from force majeure.
4. Following suspension or termination of the Service, the Company will delete User Data stored within the Service after a reasonable retention period. Users are responsible for backing up their own data, and the Company shall not be liable for any loss of data unless caused by its willful misconduct or gross negligence.

Article 10 (Liability and Limitation of Damages)

1. The Company shall not be liable for any damages arising out of or related to the provision, delay, suspension, interruption, or unavailability of the Service, loss of data, or use of the Service by the User, except where such damages result from the Company's willful misconduct or gross negligence.
2. Even if the Company is held liable for damages, its liability shall be limited to direct and actual damages only, and shall not include any special, indirect, incidental, consequential, or punitive damages, including but not limited to lost profits, data loss or corruption, emotional distress, or loss of business opportunities, unless caused by the Company's willful misconduct or gross negligence.
3. Notwithstanding the foregoing, the Company's total cumulative liability to the User shall not exceed the total amount of Usage Fees actually paid by the User to the Company during the twelve (12) months preceding the event giving rise to the claim.
4. The Company shall not be liable for any damages arising from:
   1. Force majeure events, including but not limited to natural disasters, power outages, and communication failures;
   2. Specification changes or discontinuation of APIs or other features of external services;
   3. User errors, negligence, unauthorized access, or third-party attacks (e.g., viruses, denial-of-service (DoS) attacks).
5. The provisions of this Article shall prevail over any conflicting liability provisions in any other individual agreements between the User and the Company.

Article 11 (Protection of Personal Information and Compliance with International Laws)

1. The Company shall exercise the utmost care in protecting the privacy and personal information of Users in the course of providing the Service, and shall make reasonable efforts to comply with applicable laws, including the Act on the Protection of Personal Information of Japan (PIPA), the General Data Protection Regulation (GDPR) of the European Union, and the California Consumer Privacy Act (CCPA), to the extent such laws are applicable.
2. Where the Company provides the Service to Users located within the European Economic Area (EEA), and upon obtaining the User's consent, the Company may transfer and store personal data on servers located in Japan or the United States in accordance with Standard Contractual Clauses (SCC) or other lawful data transfer mechanisms.
3. Users shall be solely responsible for confirming and complying with any applicable laws, regulations, or restrictions in their own jurisdiction that may limit or prohibit the use of the Service. The Company shall not be liable for any damages arising from such legal restrictions.
4. The Company shall handle Users' personal information in accordance with its Privacy Policy (https://chronoter.com/privacy), and may entrust necessary operations to reliable third-party service providers (e.g., cloud infrastructure providers). The Company shall impose on such service providers contractual obligations equivalent to those applicable to the Company regarding the handling of personal information.
5. Users may exercise their rights under the GDPR—such as the rights of access, rectification, erasure, restriction of processing, data portability, and objection—by following the procedures specified by the Company. The Company shall make reasonable efforts to respond to such requests within an appropriate period.

Article 12 (Exclusion of Anti-Social Forces)

1. Both the User and the Company (collectively, the "Parties") represent and warrant that they are not currently, and will not in the future become, a part of or affiliated with any anti-social forces, including but not limited to organized crime groups, members of such groups, affiliated companies, corporate extortionists, radical political organizations, or any equivalent entities.
2. If either Party breaches the foregoing representation, the other Party may immediately terminate this Agreement without prior notice, and the breaching Party shall be liable for any and all damages incurred as a result thereof, including lost profits.
3. The non-breaching Party shall not be liable for any damages incurred by the breaching Party as a result of such termination.
4. If there is any change in the circumstances described in Paragraph 1, the affected Party shall promptly notify the other Party.

Article 13 (Governing Law and Jurisdiction)

1. These Terms shall be governed by and construed in accordance with the laws of Japan, excluding its conflict of laws principles.
2. Any disputes, claims, lawsuits, or other legal proceedings arising out of or relating to these Terms or the Service between the Company and the User shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
3. Notwithstanding the User's location outside Japan, the interpretation and application of these Terms shall be governed by Japanese law, and both the Company and the User expressly agree to submit to the exclusive jurisdiction of the Tokyo District Court without objection.
4. The Company may, where appropriate, propose the use of alternative dispute resolution (ADR) procedures for certain disputes, and the User shall negotiate in good faith with respect to such proposals.