These Terms govern the rights, obligations, and responsibilities between MUDANZA, Corp. ("Company") and Users established outside the Republic of Korea in relation to the use of the 1teamAI service ("Service") and related matters.
1. Where an individual agreement between the Company and the User (an order form, quotation, Perpetual Licence agreement, escrow agreement, personal data processing agreement, or the like) differs from these Terms, that individual agreement shall prevail.
2. Rights of the User that cannot be excluded under applicable law shall not be restricted by any individual agreement.
3. Where an individual agreement restricts the User's rights under these Terms, or extends the User's obligations or the scope of the Company's exemption from liability, that content prevails over these Terms only where it has been substantively individually negotiated with the User and does not contravene applicable law. Signing a form prepared by the Company or selecting a pre-set option shall not of itself constitute individual negotiation.
4. None of the following may be restricted to the User's detriment by any individual agreement:
5. Where an individual agreement is prepared in advance in identical terms and presented to multiple Users, it shall be treated as standard terms regardless of its title and applicable law shall apply accordingly.
1. These Terms take effect upon being posted on the Service or otherwise notified to Users.
2. The Company may amend these Terms where necessary, within the limits of applicable law, and shall give notice at least 7 days in advance (30 days for amendments unfavourable to Users or otherwise material), stating the effective date and the reason for the amendment.
3. Together with the notice under paragraph 2, the Company shall individually inform Users, by email or similar means, of the content of the amendment, the effective date, the means of objecting and terminating, and the effect of not responding by the effective date.
4. A User who does not agree to the amended Terms may terminate the contract before the effective date, in which case the Company shall refund, on a pro-rata basis, the portion of fees already paid corresponding to the period not provided.
5. Where the individual notice under paragraph 3 has been given and the User does not terminate by the effective date and continues to use the Service, the User is deemed to have agreed to the amended Terms. However, an amendment materially unfavourable to a User applies to that User only with their express consent.
1. Membership is formed when the User agrees to these Terms and completes the registration procedure prescribed by the Company. Consent to the processing of personal data is obtained separately under the Privacy Policy, and the Company records the version of the Terms consented to.
2. The Company may refuse registration, or terminate the contract subsequently, where:
3. A person under 19 years of age may register with the consent of their legal representative. A contract concluded without such consent may be cancelled by the person or their legal representative, and the same applies to payments for Paid Services.
4. A Member may request withdrawal at any time in the account settings. Upon withdrawal the contract terminates and Article 11 applies.
1. Users shall manage their own account and authentication credentials, and may not assign them to or allow their use by any third party.
2. Users shall notify the Company without delay upon becoming aware that their account has been misappropriated or is being used by a third party without authorisation, and shall follow the Company's instructions.
3. The Company is not liable for loss arising from a failure to give the notice under paragraph 2. This does not apply to the extent the loss is caused by the Company's intent or negligence.
1. Notices from the Company to a User shall be given by sending to the email address registered on the account or by posting a notification within the Service.
2. A notice by email is deemed to have arrived when it is received by the email system designated by the User and becomes available for ordinary review. Where the Company becomes aware that a message has bounced, it shall give notice again by another contact method registered on the account.
3. Notices concerning matters unfavourable to Users or otherwise material must be sent individually by email and may not be replaced by a posting on the Service.
4. Users shall keep the contact details registered on their account accurate. Where a notice fails to arrive because of a failure to do so, the User bears the resulting disadvantage. This does not apply where the Company knew, or could readily have ascertained, another contact detail of the User.
1. Users may select and use the paid subscription plans offered by the Company.
2. Recurring-billing products are charged automatically to the payment method registered by the User at each billing cycle (monthly or annual). For annual products, the Company shall notify the User of the scheduled renewal date and amount at least 30 days in advance.
3. An increase in the recurring charge for a User, or a conversion from a free offering to a paid subscription, applies only where the Company has, within 30 days before it takes effect, disclosed the timing of the increase or conversion, the price before and after, and the payment method, obtained the User's express consent, and also disclosed the conditions, method, and effect of cancelling or terminating that increase or conversion. Where the User does not consent, the previous conditions continue or the contract ends without any cancellation charge.
4. Users may cancel recurring billing at any time via the subscription management menu; upon cancellation the Service remains available until the end of the current billing cycle. Immediate termination and refunds for the remaining period are governed by Article 5.
5. Paid subscription plans are provided on the basis of the Usage Level displayed on the pricing page. The Company displays the metrics, the basis on which they are calculated, and the threshold for each plan on the pricing page in advance.
6. Where the Usage Level exceeds the plan's threshold, or where concurrent connections increase to a degree that causes the Company to incur separate server or bandwidth costs, the Company shall notify the User in advance and discuss additional charges; the agreed amount applies from the next billing cycle. The Company shall not charge retroactively without the User's consent.
7. Where no agreement is reached under paragraph 6 within 30 days of the notice, the Company may, after giving a further notice specifying a period of 14 days, restrict the Usage Level to the plan threshold. The contract continues in that case, and the Company may terminate it only where, despite the restriction, normal provision of the Service remains impracticable for 3 months or more. On termination, fees corresponding to the period not provided shall be refunded on a pro-rata basis.
8. For feature development, bespoke production, third-party integrations, and other individual requests falling outside the scope included in the subscription plan, the Company may charge only where it has presented the scope of work and the price in advance and the User has agreed. As a rule that price is reflected in the recurring charge, in which case paragraph 9 applies; where agreed with the User, it may be charged separately from the recurring charge. The Company shall not charge retroactively without the User's consent.
9. Where the User adds a paid feature such as an AX Feature, or changes the plan in use, the recurring charge (including the monthly subscription fee) may change accordingly. Before the feature is added or the plan is changed, the Company shall display the following on screen, and shall apply the change only where the User has reviewed it and consented:
10. Where the User cancels a feature added under paragraph 9, the price of that feature ceases to be charged from the next billing cycle and the recurring charge is adjusted accordingly.
1. Paid Services are charged in advance for each billing period. The User may terminate a subscription at any time; unless the User requests earlier termination under paragraph 2, termination takes effect at the end of the current billing period and no further charge is made.
2. Where the User terminates before the end of a billing period, the Company shall refund, on a pro-rata basis, the portion of fees already paid corresponding to the period not provided, and may deduct a cancellation charge not exceeding 10 per cent of the refund amount.
3. No cancellation charge shall be imposed where the contract is terminated because of a cause attributable to the Company, performance differing from the contract, a change to the Service or these Terms unfavourable to the User, discontinuation of the Service, or the exercise of a right under applicable law.
4. Termination and refunds may be requested via the [Request refund] button in the payment history within the Service, by email ([email protected]), or through customer support. Refunds are made to the original payment method; where that is not possible, to an account designated by the User.
5. The Company shall issue an accepted refund within 10 business days. Where the User paid by credit card or similar means, the Company shall without delay request the payment provider to cancel or reverse the charge and shall notify the User that it has done so.
6. This Article states the User's refund entitlement in full. Nothing in it limits any right the User may have under mandatory provisions of the law of the User's country of establishment that cannot be excluded by agreement.
1. Where an overcharge occurs, the Company shall notify the User and refund the full amount by the same method the User used to pay. Where the same method cannot be used, the Company shall inform the User of the reason in advance and refund by a method designated by the User.
2. Where the overcharge arises from a cause attributable to the Company, the Company shall pay the full amount together with interest at 6 per cent per annum from the date of receipt to the date of refund, and shall bear the cost of the refund. Where it arises from a cause attributable to the User, that cost may be borne by the User.
3. The Company shall make the refund within 3 business days of receiving the request. Where the Company refuses a refund, it bears the burden of proving that no overcharge occurred.
1. The Company provides the Service 24 hours a day, year-round, in principle, but the Service may be suspended temporarily where unavoidable, including for system maintenance, communication failures, or force majeure.
2. Scheduled suspensions such as routine maintenance shall be announced, with their reason and timing, at least 3 days in advance. Where an unscheduled suspension occurs, the Company shall notify Users without delay of that fact and the expected time of restoration, and shall take the measures necessary for restoration.
3. Where a failure occurs for reasons not attributable to the User, the Company shall provide the following remedies. The Company applies them without requiring a separate request from the User:
4. The Company may add to, modify, or remove features in order to improve the quality of the Service. However, a material modification or removal unfavourable to Users shall be notified at least 30 days in advance, and a User who does not wish to accept it may terminate the contract and receive a refund of the fees corresponding to the period not provided.
5. A modification under paragraph 4 does not affect the scope, or the use, of a Perpetual Licence already acquired by the User.
1. Where the Company intends to discontinue the Service in whole, or a material part of the Paid Service, it shall notify Users of the reason and schedule at least 3 months before the intended date.
2. In the case of paragraph 1, the Company shall refund, on a pro-rata basis, the portion of fees already paid corresponding to the period not provided, without deducting any cancellation charge.
3. The Company shall, for at least 90 days from the intended discontinuation date, maintain the access necessary for Users to export their data under Article 11(2), or deliver the data by a method designated by the User.
4. Discontinuation of the Service constitutes a release event for escrowed materials under Article 9-3.
Users shall not:
1. Where a User breaches Article 7, the Company may request rectification, specifying the breach and a period for rectification; if the User fails to rectify within that period, the Company may restrict use of the Service or terminate the contract.
2. In the following cases, and only where urgently necessary to prevent a serious and ongoing risk, the Company may temporarily restrict the features directly related to that risk, to the minimum extent and for the shortest period, without the request under paragraph 1:
3. Having taken a measure under paragraph 2, the Company shall notify the User of the reason without delay, give the User an opportunity to respond, and notify its decision to maintain, vary, or lift the measure within 3 business days of receiving the User's response. The Company shall lift the restriction immediately once the cause has been resolved. Requests to export data under Article 11(2) and requests for delivery under Article 9-2 shall not be restricted.
4. Where fees are overdue, the Company may demand payment within a period of at least 14 days and, if payment is not made within that period, restrict use of the Service or terminate the contract.
5. Even where the contract is terminated under paragraph 1 or 4 without fault on the Company's part, the Company shall refund, on a pro-rata basis, the portion of fees already paid corresponding to the period not provided. The Company may set off against that refund only amounts of loss acknowledged by the User in writing or established by a final judgment or judicial settlement.
6. Termination of the contract does not extinguish a Perpetual Licence already acquired by the User.
1. The Company is not liable for suspension of the Service caused by matters beyond its control, including force majeure, war, suspension of service by a telecommunications carrier, or the suspension or change of policy of third-party services used by the Company to provide the Service (cloud, payment gateway, app marketplace, and the like). This applies only where the suspension occurred despite the Company having exercised reasonable care in selecting and supervising its suppliers and in preventing and mitigating failures, and the Company shall in any event take the measures set out in Article 6(2) and (3).
2. The accuracy and suitability of AI-generated output is not guaranteed, and Users must use such output at their own responsibility. This concerns the inherent uncertainty of AI output and does not apply to specifications expressly warranted by the Company, performance the Company has stated in labelling or advertising, results the Company has reviewed and confirmed, or defects arising from the Company's intent or negligence.
3. The Company's aggregate liability for loss caused by its ordinary negligence is limited to the greater of (i) the total fees paid or payable by the User under the relevant contract during the 12 months immediately preceding the date of the incident and (ii) USD 5,000. Recoverable damages are those ordinarily arising from the breach; damages arising from special circumstances are compensated, within the cap in this paragraph, only where the Company knew or could have known of those circumstances. Damages are not excluded wholesale merely because they are characterised as special, indirect, or lost profits.
4. Paragraphs 1 to 3 and Article 9-4(3) do not apply to:
1. Intellectual property rights in the platform, common modules, templates, source code, software, infrastructure, and design systems held by the Company before providing the Service or developed by the Company for its operation belong to the Company.
2. Users are granted a right to use the Service and Deliverables during the term of use (the period for which the subscription is maintained), and do not acquire ownership or intellectual property rights. The right to use ends when the subscription ends. This does not apply where the User has acquired a Perpetual Licence under Article 9-2.
3. Each party retains the rights in the pre-existing material it supplied and in the portions in which its own human creative contribution is recognised.
4. Rights in AI-generated output such as designs, copy, and images belong to the Company to the extent such rights arise under applicable law and vest in the Company, and Users may use such output for their own business purposes during the term of use. However, where the User has acquired a Perpetual Licence under Article 9-2, the User may use output falling within the scope of that Perpetual Licence without limitation of time.
5. Paragraph 4 shall not be construed as the Company warranting that it holds rights which do not arise under applicable law.
6. Rights in User Content and in domains held in the User's name belong to the User. The Company handles such material only to the extent necessary to provide the Service (hosting, storage, processing).
7. Intellectual property rights in bespoke development produced at the User's individual request belong to the Company, and the User may use it for its own business purposes during the term of use, as provided in paragraph 2. Bespoke development falls within the scope of a Perpetual Licence under Article 9-2 and is reflected in the "range of features" under Article 9-2(4) when the fee is calculated. Any different allocation of rights or scope of use shall be set out in an individual agreement.
8. The Company warrants that it has lawfully secured from its officers, employees, and contractors the rights necessary to provide the Deliverables and to grant the licences under these Terms, and that it has authority to do so save in respect of the third-party components disclosed under paragraph 9.
9. Open-source software and third-party components included in a Deliverable are subject to their respective licences. The Company shall provide the User with a list of them, their principal restrictions, and whether they are transferable, both when presenting a Perpetual Licence quotation and upon Migration.
1. The User may acquire a non-exclusive licence to use, perpetually and independently of any subscription, the website and app created through the Service for the operation of the User's own business (the "Perpetual Licence").
2. The Perpetual Licence is formed, without any separate contract document being executed, when the User gives notice of agreement to a valid quotation presented by the Company under paragraphs 4 and 5 and pays that fee in full. The Company may not refuse its formation on the ground that a separate agreement has not been concluded or that additional conditions have not been accepted.
3. The Perpetual Licence is not an assignment of intellectual property rights and does not affect the Company's rights under Article 9(1).
4. The fee for the Perpetual Licence is determined by the scope of the website and app concerned as at the time the fee is calculated. That scope means the matters which determine the composition and size of the subject matter, including the range of features, the number of users and the level of usage, and any skills or third-party integrations that have been added. The Company presents that scope and a quotation in advance and charges only where the User has agreed to it.
5. A quotation presented by the Company is valid for 90 days from the date of presentation. Where the scope under paragraph 4 changes during the term of use, the Company shall recalculate the fee on the basis of the changed scope and inform the User. The User may at any time request an indication of the estimated fee as at that time, and the Company shall respond, with the basis of calculation, within 14 days of the request.
6. Where a User requests the acquisition of a Perpetual Licence, the Company shall not refuse or delay it without justifiable cause. Justifiable cause is limited to the following, and the Company shall give notice in writing (including electronic form) stating the cause within 14 days of the request. Where no ground for refusal exists, the Company shall within the same period provide in writing the scope under paragraph 4, a firm quotation, and the payment method, and may not refuse or delay acceptance of the fee without justifiable cause:
7. Upon payment in full of the Perpetual Licence fee, the Company shall deliver the following materials (the "Mandatory Deliverables"), within the period set out in the separate agreement, so that the User can operate the subject matter independently. Where the separate agreement specifies no period, delivery shall be made within 30 days of payment in full:
8. On delivery, the Company shall also provide the results of a check confirming that the Mandatory Deliverables alone allow the subject matter to be built and its principal functions to be run in a new environment.
9. The Perpetual Licence includes the right to reproduce, modify, create derivative works of, run, host, and maintain the subject matter for the User's business, and the User may sub-licence these rights, to the extent necessary, to its affiliates, contractors, hosting and maintenance providers, and successors. The User providing goods, services, or apps to its own customers through the subject business, and transferring the subject business, do not fall within the prohibition in paragraph 10.
10. The User may not separate the subject matter or the Company's common platform and resell or re-provide it to third parties as a standalone general-purpose service or template.
11. The scope of the Perpetual Licence shall be specified in the separate agreement. Where the separate agreement does not so specify, the default scope is the entire latest version as at payment in full, the User together with entities controlling or controlled by it and its successors, and actual business use without any ceiling on Usage Level.
12. The Perpetual Licence does not entail any obligation on the Company to provide hosting, maintenance, or security patches in perpetuity. After Migration, fees for third-party services and compliance with third-party licences are borne by the User, and the Company shall disclose the relevant list and restrictions before delivery.
1. Where the User so requests and bears the cost, the Company shall enter into an escrow agreement with a third-party escrow agent naming the User as beneficiary and shall complete the initial deposit. The Company shall inform the User of the escrow agent and the estimated actual cost within 10 business days of the request, shall complete the escrow agreement and the initial deposit within 30 days of the date the User pays that cost, and shall provide the User with the beneficiary confirmation issued by the escrow agent. Where an unavoidable delay arises from the escrow agent's procedures, the Company shall notify the User of the reason and the expected completion date without delay.
2. The escrowed materials shall include materials equivalent to those listed in Article 9-2(7) so that the subject matter can be built and run, and the Company shall update the deposit on each major release of the subject matter and in any event at least once per quarter.
3. The cost of escrow shall be based on the amounts actually payable to the escrow agent, and the Company shall not charge any amount in excess of that.
4. Upon the occurrence of any of the following, the User may obtain release of the escrowed materials from the escrow agent:
5. Where escrowed materials are released under paragraph 4, a perpetual, irrevocable, non-exclusive licence to use the released materials for the continued operation, maintenance, modification, and hosting of the subject business arises in favour of the User simultaneously with the release. That licence includes the power to sub-licence to the User's contractors and successors, and the prohibition in Article 9-2(10) applies equally.
6. The subject matter, frequency, and release procedure of the escrow shall be set out in a separate agreement, which may not vary paragraphs 4 and 5 to the User's detriment.
1. Where Migration has taken place, responsibility for the operation, security, and backup of the environment managed by the User or by a third party engaged by the User rests with the User from the time of delivery or release.
2. A migrated system may experience errors or interruptions for a period immediately following Migration (the "stabilisation period") owing to differences in server environment, reconnection of external services, and transfer of configuration. The length of the stabilisation period and the scope of support provided by the Company during it shall be set out in a separate agreement; where the separate agreement does not so provide, the Company shall, for 90 days from whichever is applicable of the date of delivery of the Mandatory Deliverables or the date of release of escrowed materials, provide reasonable support in respect of defects in the delivered materials themselves and questions concerning the Migration process.
3. The Company is not liable for failures, data loss, degraded performance, or failed integrations with third-party services arising from causes attributable to the User or a third party engaged by the User, or from environmental differences the Company cannot reasonably control. The Company remains liable under Article 8 for any part arising from its intent or negligence, from a defect in the delivered or released materials themselves, from a breach of its obligations in the Migration process, or from a breach of the support obligation under paragraph 2.
4. Migrated materials are provided as at the time of delivery or release, and the Company is under no obligation to apply subsequent feature additions, improvements, or security patches to them. While a subscription is maintained, however, updated copies of the source code may be provided additionally under a separate agreement.
1. The User is the operator of any business conducted through a website or app created with the Service (sale of goods or services, taking reservations, receiving payments, delivery, after-sales handling, and the like); the Company is neither a party to, nor an intermediary in, transactions between the User and the User's customers.
2. Payments on a User's site are processed through a payment gateway contracted by the User in the User's own name, and the Company is not involved in the transfer of funds between the User and the User's customers.
3. Users must themselves comply with the laws applicable to their business in each jurisdiction in which they operate, including consumer protection, data protection, and labelling and advertising law (for example, for a business operating in Japan, the Act on Specified Commercial Transactions, the Act on the Protection of Personal Information, and the total-price display requirement under the Consumption Tax Act), and are responsible for the truthfulness of the product information, prices, and advertising they publish. Users warrant that the User Content they register does not infringe the rights of any third party.
4. Where a third party, such as a customer of the User, raises an objection, claim, or action against the Company due to a cause attributable to the User, the User shall resolve it at the User's own cost and responsibility and shall indemnify the Company for the loss it suffers (including reasonable costs of defence). In that case the Company shall notify the User of the matter without delay, shall cooperate so that the User may participate in the defence, and shall not settle without the User's consent. Where the Company fails to give such notice or cooperation, it may not claim indemnity for the loss thereby increased. Nor does this apply to the extent caused by the Company's intent or gross negligence.
5. Where a person asserting rights has substantiated those rights and the infringement in the manner required by applicable law, the Company may, after notifying the User of the material concerned, the supporting evidence, and the objection procedure, temporarily block access to that User Content alone. Where the User substantiates a legitimate title or that no infringement exists, the Company shall restore it in accordance with the procedures and periods prescribed by applicable law. Save where ordered by a court or administrative authority or where immediate harm is manifest, the Company shall not block an entire account.
1. The subscription Service is provided on a managed basis under which the Company creates, configures, maintains, and deploys the User's website or app. The Company may inspect and modify the User's project and User Content to the extent necessary to perform those services. Where a separately negotiated agreement specifies self-managed operation, that agreement prevails.
2. Managed operations are performed through a separate operator session that does not require the User's password. Inspections, changes, and deployments performed in an operator session are recorded together with the operator and time, and the User may review them in account settings. Actions reserved to the User — including managing payment methods, changing subscriptions, viewing secret values, and deleting an account or project — are blocked in operator sessions.
3. Where the Company accesses personal data contained in User Content as necessary for managed operations, it shall process such data only to the minimum extent necessary for that purpose and shall bear the obligations of a processor under Article 11-3.
4. Where work in an operator session causes loss to the User, the Company bears liability under Article 8 and shall assist, at the User's request, in restoring the state prior to the change.
5. The User may ask customer support to restrict operator access or switch to self-managed operation. Before making such a change, the Company shall explain and discuss with the User its effect on the scope, price, and available functionality of the Service.
1. The Company may use a User's trade name, service name, logo, and case study in its promotional material, within the scope consented to by the User in advance.
2. Where the Company presents specific performance figures in a case study, it shall obtain the User's prior confirmation of the content and wording.
3. Users may withdraw the consent under paragraph 1 at any time, and the Company shall remove the material from media under its control within 30 days of receiving the notice of withdrawal. Where the material contains personal data, the Company shall remove it without delay.
1. Where the contract terminates by cancellation of the subscription, expiry of the term, or otherwise, the hosting and operation provided by the Company cease. Where the User has acquired a Perpetual Licence under Article 9-2, that Perpetual Licence is unaffected by termination of the contract and the User may continue to operate the subject matter in its own environment.
2. Users may export their data for 90 days from the date of termination, after which the Company may delete it. The scope and format of the export are as follows, and the Company shall provide it within 14 days of the request. Exports may be requested any number of times during that period:
3. Information subject to a statutory retention obligation is stored separately for the relevant period and then destroyed.
4. The Company retains backups for the stable operation of the Service, and backups are stored in a form from which individual Users' data cannot be separately deleted. Accordingly, data may remain within backups for the backup retention period (up to 30 days) after deletion under paragraph 2, and is deleted thereafter as backups rotate. Backups are held separately from the operating environment with access blocked, and the Company does not restore or use data within backups during that period. Where a full backup is restored to recover from an incident, the Company shall delete again any data already due for destruction before it is used in operation.
1. A Change of Control arising from a transfer of the User's shares or equity interests is not treated as a transfer of contractual position and does not require the Company's consent. The User shall notify the Company of the Change of Control within 10 business days after it is completed.
2. In the case of a merger or division, the position under these Terms and related ancillary agreements passes as provided by applicable law and the merger agreement or division plan, and does not require the Company's consent. The User shall notify the Company in advance where advance notice is possible, and otherwise within 10 business days of the date of succession.
3. Where the User wishes to transfer its position under an ongoing contract of use by way of a business transfer, it shall give the Company prior notice and obtain the Company's consent. However, a Perpetual Licence already acquired, the accompanying right to delivery, and the right to receive escrowed materials under Article 9-3 pass to the transferee together with the subject business and do not require the Company's consent. In that case the Company shall cooperate in the procedures necessary to change the escrow beneficiary.
4. A transfer under paragraph 3 includes not only the position under these Terms but also the position under related ancillary agreements, such as agreements on migration support and maintenance, all of which transfer together on the same conditions as before. The Company shall not charge any additional consideration by reason of the transfer.
5. The Company shall notify the User in writing (including electronic form) whether it consents to the transfer within 10 business days of receiving the notice under paragraph 3. Where the Company does not so notify within that period, it is deemed to have consented.
6. The Company shall not withhold consent under paragraph 3 without justifiable cause. Justifiable cause is limited to the following, and the Company shall state the specific cause when withholding consent:
7. Where personal data is transferred in connection with a transfer or Change of Control, the User and the transferee shall carry out the notification and other procedures required under the data protection law applicable to that data.
1. In respect of personal data the Company processes for its own purposes, such as registration, payment, and security, the Company bears the obligations of a controller, and such processing is governed by the Privacy Policy.
2. Where the Company processes, on the User's behalf, personal data of the User's customers collected through the User's website or app, the Company acts as a processor and processes such data on the User's instructions. The Company shall not use personal data contained in User Content for the purposes of training the Company's AI models, advertising, or product improvement, beyond the purposes of providing the Service, security, and incident recovery.
3. Before commencing the processing under paragraph 2, the Company shall enter into a personal data processing agreement containing the matters required by the data protection law applicable to that data (the purpose and scope of the entrusted work, the prohibition on processing beyond that purpose, technical and administrative safeguards, restrictions on sub-processing, supervision, breach notification, and indemnification).
4. The Company shall disclose in advance the name, country of location, processing activities, data categories, and retention period of any sub-processor, and shall appoint sub-processors with the User's prior consent. Where personal data is transferred across borders, the Company and the User shall satisfy the transfer basis, disclosures, and safeguards required by the data protection law applicable to that data (for a User established in Japan, Article 28 of the Act on the Protection of Personal Information).
5. Upon termination of the processing relationship under paragraph 2, the Company shall, on the User's instructions, return the personal data or destroy it by a means from which it cannot be restored or reproduced, and shall provide, at the User's request, material evidencing the outcome. Article 11(4) on backups applies concurrently.
1. These Terms and the contract of use are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules.
2. Disputes arising in connection with these Terms shall in principle be resolved through good-faith negotiation between the Company and the User.
3. Where negotiation does not resolve the matter, the state and federal courts located in the State of Delaware shall have exclusive jurisdiction over the dispute, and each party consents to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.
4. Nothing in this Article deprives the User of the protection of mandatory provisions of the law of the User's country of establishment that cannot be excluded by agreement, nor of the right to bring proceedings before a court that such provisions make available.