Terms of Service

"Duzzle IP": means the Services, Documentation, and all other technology, including software and other works of authorship, graphical user interfaces, workflows, products, processes and algorithms, data, know-how and trade secrets, designs, techniques, inventions and other tangible or intangible technical material or information.

"Customer Data": means information, data, inputs, and other content that is submitted, posted, or otherwise transmitted by you or your authorized users through the Services.

"Input": means the prompts and inputs provided by you or your authorized users to the Services.

"Output": means the outputs generated and returned by the Services based on the Inputs you or your authorized users provide.

2.1 Rights Granted

Subject to your compliance with these Terms, we grant you a non-exclusive, non-sublicensable, non-transferable right to access and use the Services and Documentation for your internal business purposes only during the Term.

2.2 Your Responsibilities

You are responsible for all uses of the Services that result from your access or use. You are responsible for safeguarding the confidentiality of all passwords and usernames associated with your account.

2.3 Restrictions

You may not:

• Copy, reproduce, modify, translate, or create derivative works of the Services or Documentation
• Reverse engineer, disassemble, decompile any software component of the Services
• Use the Services to create or develop any competing products or services
• Make the Services or Documentation available to anyone other than authorized users

3.1 Ownership

We own all right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, and Duzzle IP. You own all right, title, and interest, including all intellectual property rights, in and to Customer Data, including Outputs to the fullest extent permitted by applicable law.

3.2 Data Usage

Any Customer Data that you submit, upload, or otherwise post to the Services will not be used for model training purposes unless you opt-in to allow us to use such Customer Data to improve and enhance the Services.

We will use commercially reasonable efforts to maintain appropriate safeguards for the protection of Customer Data, and to help ensure the availability of Customer Data following any significant interruption to the Services.

If you use the Services to process personal data, you must obtain necessary consents for processing of personal data by the Services and process such personal data in accordance with applicable data protection laws.

5.1 Accounts and Registration

To access the Services you must register for an account. When registering for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information.

5.2 Payment

You are responsible for paying any applicable fees to access or use our Services or certain features of our Services. Failure to pay for pay-as-you-go usage or a recurring subscription payment may result in a suspension or termination of the Services.

5.3 Refund Policy

Except as expressly provided in these Terms or where required by law, all payments are non-refundable.

Each party shall not use any Confidential Information of the other party for any purpose outside the performance or receipt of the Services. The Receiving Party shall not disclose the Confidential Information to any person or entity, except to employees and agents who have a need to know such Confidential Information.

7.1 Term

The term of this Agreement will commence on the first day the subscription is active and continue in effect for the duration stated in the subscription.

7.2 Termination

You may terminate your subscription at any time. We may suspend or terminate your access to your subscription at any time without notice to you if we believe that you have breached these Terms, or if we must do so in order to comply with law.

THE SERVICES ARE PROVIDED "AS IS" AND WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

You agree to indemnify, hold harmless, and defend us from and against any third-party claims (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) based on your or any authorized user's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement.

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA.

11.1 Modifications

We may update these Terms by providing you with reasonable notice of the updates, including by posting the updates on our website. Continued use of the Services constitutes acceptance of the updated terms.

11.2 Governing Law

This Agreement is governed by and construed in accordance with the laws of Japan.

11.3 Assignment

You may not assign any of your rights or delegate any of your obligations hereunder.

11.4 Entire Agreement

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.