UNCHAIN Inc.
Article 1 (Service Provision)
1.1 The Company permits the Customer to access and use the Service solely for the Customer's internal business purposes during the contract period under this Agreement. The Service is provided as a single-tenant AI SaaS platform. The Customer may not access or use the Service beyond the access rights and usage rights permitted under this Agreement.
1.2 The Service is a decision intelligence SaaS for product teams and primarily provides the following functions:
(1) Data ingestion from external services: A function to automatically acquire and integrate data such as chat messages, documents, and task information from external services used by the Customer
(2) AI synthesis function: A function to analyze and synthesize ingested data using a multi-agent approach (analysis from multiple perspectives) and generate information useful for decision-making
(3) Decision record extraction and management: A function to extract decision-related information from ingested data in a structured manner, recording and managing it together with rationale, trade-offs, and assumptions
(4) Decision graph function: A function to visualize relationships between decision records and provide an overview of the organization's decision-making network
(5) Chat interface function: A function to provide responses with citations and evidence to natural language inquiries using AI processing
(6) Sync to external services: A function to export decision records as tickets or pages to external services
(7) Other services related or incidental to the foregoing
1.3 The Company shall use commercially reasonable efforts to provide the Service. "Commercially reasonable efforts" means efforts at the level that providers of similar SaaS services would normally undertake, specifically including (a) maintaining the service level specified in Section 1.6, (b) complying with response times specified in the Service Specifications, (c) implementing industry-standard security measures, and (d) timely application of bug fixes and security patches.
1.4 The Company may provide support services to the Customer to the extent described in the relevant Service Specifications.
1.5 The Company may temporarily suspend the provision of the Service for planned maintenance. The Company will make reasonable efforts to notify the Customer in advance of planned maintenance. Additionally, the Company may temporarily suspend or stop the provision of the Service at any time in the following cases:
(a) To maintain the Service or the Service environment
(b) To manage or prevent security risks such as unauthorized activities or attacks on the Service environment
(c) In the event of an emergency (such as unavailability due to defects in network and infrastructure services)
(d) When all or part of external services are suspended or interrupted
(e) When operation of the Service becomes impossible due to laws, regulations, or measures based thereon
Except in security emergencies, the Company shall endeavor to notify the Customer in writing at least 5 business days before the suspension. The Company shall use commercially reasonable efforts to minimize the duration of the suspension.
1.6 The Company shall use commercially reasonable efforts to maintain a monthly uptime of 99.5% for the Service. If this service level is not met, the Customer may claim service credits as specified in the Service Specifications.
1.7 When the Company becomes aware of a security incident related to the Service, it shall provide the following two-stage notification:
(a) First notification: Within 24 hours of incident awareness, notify the Customer of the incident summary and initial response status.
(b) Second notification: Within 72 hours of incident awareness, notify the Customer of the detailed scope of impact, types and volume of leaked data, root cause analysis, response measures taken or planned, and recurrence prevention measures.
1.8 The Company shall publish the external services that can be integrated through the Service on the Company's website (https://the-neuron.com) and other channels. The Company may add or remove integrable external services. When removing an external service integration, the Company shall notify the Customer at least 30 days in advance.
Article 2 (Fees and Payment)
2.1 The Customer shall pay fees to the Company in accordance with the terms of this Agreement. Fees consist of the following and shall be as specified in the Order Form:
(1) Implementation fees: One-time fees for initial setup, data integration construction, onboarding support, etc.
(2) Monthly subscription fees: Monthly fee per user seat multiplied by the number of seats used by the Customer
2.2 The Customer shall pay all fees due by the payment date specified in the Order Form in accordance with the payment method stated on the invoice. Bank transfer fees and similar charges shall be borne by the Customer. All fees are exclusive of consumption tax and local consumption tax or other applicable taxes, which shall be paid by the Customer.
2.3 The Company may increase fees or add new fees by notifying the Customer at least 60 days in advance. However, fees may not be increased nor new fees added during the contract period.
2.4 If the Customer fails to pay the full amount of fees by the due date, the Company may charge late payment damages at an annual rate of 14.6% (provided that this does not exceed the maximum rate permitted by applicable law) from the day following the due date until full payment.
2.5 When the Customer executes a new Order Form to continue using the Service, the Company may revise fees in the new Order Form up to the rate of change in the Consumer Price Index plus 3%.
2.6 The Company shall not refund any fees paid by the Customer (including implementation fees), except as expressly provided in Sections 5.2, 8.1(iii), 9.3(c), and 12.4.
Article 3 (Customer Obligations)
3.1 The Customer shall ensure that Service Users comply with the Service Specifications and other instructions issued by the Company (including security requirements) when accessing and using the Service.
3.2 The Customer shall comply with the following conditions:
(a) The number of Service Users shall not exceed the maximum number of users permitted in the Service Specifications and Order Form.
(b) Multiple Service Users may not access the Service under a single user license, except in cases where user licenses have been reassigned.
3.3 The Customer shall make all reasonable efforts to prevent unauthorized access to or use of the Service, and shall promptly notify the Company if unauthorized access or use occurs.
3.4 The Customer acknowledges that Customer Content is provided or transmitted at the Customer's own responsibility, and the Customer bears sole responsibility for the accuracy, quality, and legality of Customer Content.
3.5 The Customer grants the Company, its group companies, and their contractors permission to access and use Customer Content for the purpose of providing the Service. However, the Company shall not use Customer Content as training data for AI models without the Customer's prior written consent.
3.6 The Company and its group companies may use information obtained through the Customer's access to or use of the Service, after anonymization and aggregation in compliance with guidelines published by the Personal Information Protection Commission, solely for the purpose of providing and improving services similar to the Service, including after termination of this Agreement.
3.7 When handling personal data through the Service, the Customer and the Company shall execute a Data Processing Addendum (DPA) prior to service commencement.
Article 4 (Usage Restrictions)
4.1 The Customer shall not, and shall not cause Service Users to:
(a) Copy, modify, create derivative works from, mirror, republish, download, display, transmit, or distribute all or any part of the Service by any means
(b) Decompile, disassemble, reverse engineer, or otherwise convert all or any part of the Service into human-perceivable form
(c) Access the Service for the purpose of analyzing or imitating its technical structure, algorithms, or architecture
(d) Create, use, transmit, store, or execute computer viruses or other harmful programs
(e) License, sublicense, sell, resell, rent, lease, assign, delegate, distribute, disclose, or otherwise make the Service available to third parties
(f) Engage in acts that infringe or may infringe the reputation, privacy, confidentiality, or other rights of the Company or third parties
(g) Interfere with or destroy the integrity or performance of the Service or third-party data contained therein
(h) Engage in poisoning attacks, adversarial inputs, or acts that cause intentional malfunction of the Service's AI models
(i) Generate illegal content (including child exploitation, terrorism, discriminatory content, etc.) using the Service
(j) Directly use AI outputs of the Service for legal, medical, financial, or other critical decision-making without human review
(k) Access the Service for the purpose of developing, improving, or providing services that compete with or are similar to the Service
(l) Provide benefits to antisocial forces
(m) Other acts objectively deemed inappropriate in light of social norms, of which the Company notifies the Customer in writing with reasonable grounds
Article 5 (Changes)
5.1 The Company may modify these Terms only under the following conditions, in compliance with Article 548-4 of the Civil Code regarding standard terms:
(a) When the modification is in the general interest of the Customer
(b) When the modification does not contradict the purpose of the contract and is reasonable in light of the necessity of the modification, the reasonableness of the modified content, and other circumstances
However, the following modifications may not be made without the Customer's prior written consent:
(i) Elimination or significant reduction of liability limitations (Article 10)
(ii) Abolition of data deletion obligations (Article 13.2)
(iii) Significant reduction of security standards (Article 14.6)
(iv) Significant changes to intellectual property rights attribution (Article 6)
(v) Fee increases exceeding the revision rate specified in Section 2.5 during the contract period
The Company shall notify the Customer in writing or by email at least 30 days before the effective date of any modification, including a comparison table of changes and the reasons for the modification.
5.2 The Company may, at its discretion, modify or remove features of the Service from time to time. If there are material changes to the Service, the Customer shall be notified at least 30 days in advance. The Customer may object in writing within 30 days of the change notification, and if negotiations fail to reach agreement, the Customer may terminate this Agreement and receive a refund of prepaid fees corresponding to the unused period.
Article 6 (Intellectual Property Rights)
6.1 The Company or its licensors retain all intellectual property rights and other rights in the Service, and all deliverables and materials created by the Company in the course of providing the Service.
6.2 Subject to the Customer's compliance with the terms of this Agreement and the restrictions in Article 4, the Company grants the Customer a non-exclusive, non-transferable, revocable license to the Company's intellectual property rights necessary for the use of the Service. The Customer has no right to sublicense.
6.3 Intellectual property rights in Customer Content (or its derivatives) shall always belong to the Customer or its licensors.
6.4 Intellectual property rights in outputs generated by the AI functions of the Service ("AI Outputs") shall be as follows:
(a) When an AI Output constitutes a "work" as defined in Article 2, Paragraph 1, Item 1 of the Copyright Act and the Customer's substantive and creative involvement is demonstrated, the copyright in such AI Output shall belong to the Customer.
(b) When an AI Output does not constitute a work or the Customer's creative involvement is not recognized, no copyright arises in such AI Output, and the Customer may freely use it.
(c) The Company does not warrant that AI Outputs do not infringe on any third party's intellectual property rights.
(d) Intellectual property rights in the Company's AI models, trained parameters, and model architecture shall always belong to the Company.
6.5 If the Customer provides general feedback regarding the Service's functionality, the Customer grants the Company a royalty-free, non-exclusive, irrevocable, perpetual, worldwide right and license to use such feedback for the purpose of improving the Service.
Article 7 (Confidentiality)
7.1 Each party shall maintain the confidentiality of confidential information disclosed by the other party in the course of performing this Agreement. The confidentiality obligations under this Article shall survive for 3 years after termination of this Agreement.
7.2 Neither party may disclose confidential information to anyone other than officers, employees, agents, or contractors of its own organization and group companies who need to know for the purposes of this Agreement.
7.3 The receiving party may disclose confidential information when required by applicable law, court order, or order of a competent authority, provided that reasonable prior notice is given to the disclosing party.
7.4 The Customer confirms that information regarding the Company's AI model architecture, trained parameters, training methods, inference algorithms, and model performance characteristics constitutes trade secrets as defined in Article 2, Paragraph 6 of the Unfair Competition Prevention Act. This obligation shall survive for 5 years after termination of this Agreement.
Article 8 (Warranties)
8.1 Service Warranty
The Company warrants that the Service will conform to the Service Specifications in material respects. If the Service does not materially conform, the Company shall, as the Customer's sole and exclusive remedy, elect to (i) use all reasonable commercial efforts to cure the non-conformity, (ii) issue applicable service credits, or (iii) terminate this Agreement and refund prepaid fees on a pro-rata basis.
8.2 Disclaimer of Warranties
8.2.1 To the extent permitted by applicable law, the Company disclaims all express, statutory, and implied warranties, including warranties of fitness for a particular purpose, satisfactory quality, non-infringement, or that the Service will be uninterrupted or error-free.
8.2.2 AI Outputs are inference results based on statistical models and are not guaranteed for accuracy, completeness, legality, or fitness for a particular purpose. The Customer shall verify the content of AI Outputs at their own judgment and responsibility.
8.2.3 The Customer shall not use the Service for high-safety applications such as nuclear reactor control, aircraft automatic flight control, air traffic control, mass transit system operation control, life-sustaining medical devices, or weapons system missile launch control.
Article 9 (Indemnification)
9.1 The Company shall indemnify the Customer for losses and damages resulting from third-party claims alleging that the Customer's use of the Service infringes third-party intellectual property rights, provided that all of the following conditions are met:
(a) The Customer has not modified the Service
(b) The claim did not arise from the Customer's combination of the Service with other software or services
(c) The Customer promptly notifies the Company of the claim in writing
(d) The Customer gives the Company sole control of the defense
(e) The Customer does not settle without the Company's instruction
9.2 The Customer shall defend, indemnify, and hold the Company harmless against claims arising from (a) the Customer's violation of Article 4, and (b) claims that Customer Content infringes third-party intellectual property rights.
9.3 In the circumstances of Section 9.1, the Company shall take one of the following measures: (a) acquire rights for continued use, (b) modify or replace to avoid infringement, or (c) terminate this Agreement and refund prepaid fees on a pro-rata basis.
Article 10 (Limitation of Liability)
10.1 Nothing in this Agreement excludes or limits liability for:
(a) Death or personal injury caused by a party's negligence
(b) Fraud or misrepresentation
(c) Any other liability that cannot be excluded or limited by law
(d) Customer's indemnification obligations under Section 9.2
10.2 In no event shall the Company or the Customer be liable for:
(a) Lost profits, wasted expenditure, loss of revenue, or anticipated savings, whether direct or indirect
(b) Loss of business or opportunity, loss of goodwill, or damage to reputation
(c) All special, consequential, incidental, punitive, or indirect damages
(d) Loss, destruction, alteration, corruption, or unauthorized access to data (except as provided in Section 10.3)
10.3 For damages arising from data breaches, security incidents, or violations of the Personal Information Protection Act, the Company's liability shall be limited to the greater of the total fees paid under this Agreement in the 24 months preceding the claim and 10 million yen (subject to a maximum of 100 million yen).
10.4 The limitations in this Article shall not apply in cases of willful misconduct or gross negligence, intentional misappropriation of confidential information, administrative penalties under Article 145 of the Personal Information Protection Act, or damage to life or body.
10.5 Subject to the above, the total liability of each party arising from or in connection with this Agreement shall be limited to the total fees paid or payable under this Agreement in the 12 months preceding the claim.
Article 11 (Contract Period)
11.1 This Agreement commences on the service start date and remains effective until the earlier of the expiration of the contract period specified in the Order Form (either 6 months or 12 months) or the date of early termination in accordance with this Agreement. This Agreement shall not automatically renew and shall terminate upon expiration of the contract period. If the Customer wishes to continue using the Service after the contract period, a new Order Form must be executed.
Article 12 (Termination)
12.1 This Agreement terminates upon expiration of the contract period. During the contract period, neither party may terminate this Agreement midterm, except as provided in Section 12.2.
12.2 Either party may immediately terminate this Agreement by written notice in the following cases:
(a) When the other party commits a material breach and fails to cure it within 30 days of receiving a cure notice, or the breach is incurable
(b) When the other party becomes insolvent
(c) When a force majeure event continues beyond the period specified in Section 15.1
12.3 In the event of a material breach by the Customer, the Company may suspend performance of the Service.
12.4 If this Agreement is terminated by the Customer during the contract period (excluding termination under Section 12.2), the Customer shall pay an early termination fee. The termination fee shall be the average monthly fee multiplied by the remaining months, subject to a maximum of 50% of the service fees for the contract period, with prepaid fees for the unused period credited.
Article 13 (Effects of Termination)
13.1 Upon termination of this Agreement for any reason, all licenses granted to the Customer shall automatically terminate. However, the Company shall provide the Customer with access to the Service for 45 days after the termination date solely for the purpose of fulfilling the obligations in Section 13.2, at no additional charge.
13.2 The Customer must export or delete Customer Content stored in the Service within 45 days at their own responsibility and expense. If Customer Content is not deleted within 45 days, the Company may take measures to delete it.
13.3 The Company shall promptly (within 45 days at the latest) take the following measures after termination:
(a) Completely delete the Customer's personal data and raw Customer Content (including backups)
(b) If Customer Content was used for AI model training, completely delete the relevant training dataset
(c) Information embedded in trained parameters is exempt from deletion obligations due to technical infeasibility, but the Company shall implement differential privacy and other reasonable technical measures
(d) The Company shall issue a deletion certificate to the Customer after completion of deletion
13.4 The Company shall provide reasonable migration support for 90 days after termination to facilitate the Customer's transition to other services.
Article 14 (Legal Compliance)
14.1 The Company shall comply with all applicable laws in providing the Service. The Customer shall comply with all applicable laws in connection with the use of the Service.
14.2 Each party shall comply with export control laws. The Customer represents and warrants that it will not use the Service in the design or development of nuclear, chemical, or biological weapons, and is not prohibited by the U.S. government from participating in export transactions.
14.3 The Company shall make reasonable efforts to respect and operate in accordance with the "AI Business Guidelines" formulated by the Ministry of Economy, Trade and Industry and other related AI guidelines.
14.4 The Company shall, in accordance with the Personal Information Protection Act, (a) implement safety management measures for personal data entrusted by the Customer, (b) not handle data beyond the scope of the entrustment purpose, (c) fulfill reporting obligations in the event of leaks, (d) educate and supervise employees and subcontractors, and (e) report on data handling status upon the Customer's request.
14.5 When transferring the Customer's personal data outside Japan, the Company shall obtain confirmation of the personal information protection regime of the destination, appropriate contractual measures such as Standard Contractual Clauses (SCC), and the Customer's prior written consent.
14.6 The Company shall meet the following encryption standards:
(a) At rest: AES-256 equivalent or higher encryption
(b) In transit: TLS 1.2 or higher encryption
Article 15 (General Provisions)
15.1 Neither party shall be liable for delay or failure to perform obligations caused by force majeure events. Force majeure events include fire, flood, earthquake, tsunami, other natural disasters, war, pandemic, civil unrest, acts of terrorism, and regulatory measures by government agencies. Cyber attacks shall be treated as force majeure only if the Company satisfies all of the following: (i) compliance with security standards in Section 14.6, (ii) the attack was of a nature that could not reasonably be defended against with industry-standard security measures, and (iii) notification to the Customer and reasonable response measures as promptly as reasonably possible after detection (within 48 hours). Either party may terminate this Agreement if a force majeure event continues for 60 days or more.
15.2 The Customer may not assign or transfer this Agreement without the Company's written consent. The Company may assign its obligations and rights under this Agreement upon at least 30 days' written notice to the Customer.
15.3 If any provision of this Agreement is found to be invalid or illegal, that provision shall be deemed not to form part of this Agreement to the extent necessary, and the remaining provisions shall remain in full force and effect.
15.4 Notices shall be in writing and addressed to the respective addresses specified in this Agreement.
15.5 Each party represents and warrants that neither it nor its officers and employees are associated with antisocial forces.
15.6 Each party undertakes not to engage in fraudulent, violent, threatening, illegal, or disruptive acts.
15.7 If either party violates Section 15.5 or 15.6, the other party may immediately terminate this Agreement without notice.
15.8 The interpretation, validity, and performance of this Agreement and disputes related thereto shall be governed by the laws of Japan. If a dispute arises, the parties shall first attempt to resolve it through good faith negotiations for 30 days. If negotiations fail, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.
15.9 Articles 6, 7, 9, 10, 13, 14, and this Article 15 shall survive termination or expiration of this Agreement.
Article 16 (Definitions)
The following terms used in this Agreement shall have the meanings set forth below:
"AI Output" means output results (including text, data, analysis results, etc.) generated by the Customer using the AI functions of the Service.
"Customer" means the party identified in the Order Form.
"Customer Content" means data, information, and materials provided, stored, accessed, or transmitted by the Customer in connection with the use of the Service.
"Customer Personal Data" means personal information provided by the Customer to the Company in connection with the Company's provision of the Service.
"External Services" means services operated and managed by third parties that are used by the Customer or Service Users and that the Company has designated as integrable with the Service.
"Trained Parameters" means the totality of numerical parameters (weights, biases, etc.) optimized during the AI model training process, which statistically reflect individual training data in a non-recoverable form.
"Group Company" means an entity that directly or indirectly holds more than 50% of the shares or voting rights of another entity, is controlled by another entity, or is under common control.
"Commitment Period" means the same period as the contract period specified in the Order Form.
"Service User" means the Customer's officers, employees, agents, or contractors who are authorized to access or use the Service.
"Service Start Date" means the start date specified in this Agreement.
"Seat" means the right to use one user account in the Service.
"Single Tenant" means a method in which the Service is provided in an infrastructure environment dedicated to the Customer, not sharing infrastructure with other customers.
"Security Incident" means an event in which leakage, loss, damage, unauthorized access, unauthorized use, or other security issues occur with respect to Customer Content or Customer Personal Data in connection with the Service.
"Intellectual Property Rights" means patents, copyrights, design rights, trademark rights, database rights, know-how, and other similar rights (whether registered or not), including applications, renewals, and extensions.
"Order Form" means an order form based on a format designated by the Company or a document agreed upon by the parties, which expressly states that these Terms apply.
"Confidential Information" means information relating to the disclosing party, in any form, whether or not marked as confidential, including Customer Content, business, sales, financial information, and know-how. However, it does not include information that (i) has become publicly known without fault of the receiving party, (ii) was legitimately obtained from a third party without confidentiality obligations, (iii) was already possessed by the receiving party at the time of disclosure, or (iv) was independently developed by the receiving party.
"Force Majeure Event" means an event beyond the reasonable control of a party, including but not limited to fire, flood, earthquake, war, pandemic, and cyber attacks.
"Poisoning Attack" means an act aimed at intentionally manipulating AI model training data or input data to distort model output results.
"The Service" means the SaaS described in the Service Specifications.
"Contract Period" means the period from the service start date to the contract period expiration date as specified in the Order Form (6 months or 12 months).
"Trade Secret" means trade secrets as defined in Article 2, Paragraph 6 of the Unfair Competition Prevention Act.
"Material Change" means a change to the functionality, performance, security level, pricing structure, or data processing methods of the Service that is reasonably considered to have a significant impact on the Customer's use.
"Internal Business Purpose" means use for the purpose of conducting business directly related to the Customer's business operations.
"Differential Privacy" means a technique that mathematically limits the impact of the presence or absence of individual data records on model output during the AI model training process.
"DPA" means the Data Processing Addendum, an agreement document between the parties regarding the processing of personal data attached as an appendix to this Agreement.