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Terms of Use

These Terms of Use ("Terms") govern your access to and use of the Ziddny platform and related services, including:

(a) The Ziddny software platform itself (the "Platform"), including our generative AI models and underlying technology;

(b) Any Ziddny websites, applications, dashboards, or application programming interfaces (APIs) through which the Platform is accessed;

(d) Any related documentation, updates, and support services provided by Ziddny (collectively, the "Services").

These Terms form a legally binding agreement between you and MechaPal株式会社, DBA as Ziddny, a company incorporated in Japan with its registered office at 10648-16-302 Misono'u, Saijo-cho, Higashihiroshima City, Hiroshima Prefecture, 739-0024, Japan ("we", "us", "our").

Please read these Terms carefully. How these Terms apply to you differ depending on how you access the Services:

Sponsored User: You are a "Sponsored User" if you access or use the Services through a deployment, integration, or license arranged by one of our customers ("Customer"), such as your employer or another entity, regardless of whether you have a personal account.

Individual User: You are an "Individual User" if you are accessing the Services directly through public-facing websites or applications provided by us and not in connection to a Customer.

If you are a Sponsored User, your use of the Services is also subject to the agreement between Ziddny and the Customer. In the event of any direct conflict between these Terms and the agreement, the terms of the agreement will prevail. If you are an Individual User, these Terms constitute the entire agreement between you and Ziddny.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. YOUR USE OF THE SERVICES

1.1 Eligibility and Access.

If you are a Sponsored User, your right to use the Services is granted and administered by the Customer. The Customer may suspend or terminate your access at any time in its sole discretion.
If you are an Individual User, your right to use the Services is granted directly by Ziddny, conditional upon your ongoing compliance with these Terms.

1.2 Your Responsibility.

You are solely responsible for your conduct while using the Services and for any text, voice recordings, or other content you create or submit ("User Content").
You agree at all times to comply with these Terms, in particular the Acceptable Use Policy in Clause 2.
If you are a Sponsored User, you may also be subject to the Customer's terms regarding your use of the Services, and your compliance with such policies is a matter between you and the Customer.

1.3 Account Security.

You are responsible for safeguarding any account credentials (such as passwords) used to access the Services and for all activities that occur under your account. You agree not to share your credentials with any other person.
You must immediately notify the appropriate party of any suspected or actual unauthorized use of your account.

(a) Sponsored Users must notify the Customer's designated administrator.

(b) Individual Users must notify Ziddny directly at info@mechapal.com.

2. ACCEPTABLE USE POLICY

2.1 General Prohibitions. You agree that you will not misuse the Services or assist anyone else in doing so. Your use of the Services must at all times comply with this Acceptable Use Policy. Specifically, you agree not to do, or attempt to do, any of the following in connection with the Services:

2.1.1 Illegal and Harmful Activities.

Engage in, promote, or facilitate any activity that is illegal under applicable law.
Upload, generate, or share User Content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, or otherwise objectionable. This includes, without limitation, User Content that promotes or incites hate speech, violence, terrorism, or discrimination against any individual or group based on race, ethnicity, religion, nationality, disability, sexual orientation, sex, gender identity, or any other protected characteristic.
Transmit, store, or distribute any viruses, malware, worms, trojan horses, or other malicious or harmful software.

2.1.2 Infringement of Rights.

Upload or use any User Content that infringes upon the intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights of any third party. You represent and warrant that you have all necessary rights, licenses, and permissions for any User Content you submit.
Violate the privacy, publicity, or data protection rights of others. You shall not upload or process any personal data of a third party without first obtaining their explicit and informed consent where required by applicable law.

2.1.3 Service Integrity.

Disrupt, degrade, impair, or violate the integrity or security of the Services, our underlying infrastructure, or the networks of other users. This includes probing, scanning, or testing the vulnerability of any system or network.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Use any automated means, such as bots or scrapers, to access the Services or extract data, other than through the official APIs or interfaces we provide.
Resell, sublicense, lease, or otherwise make the Services available to any unauthorized third party.

2.1.4 Deceptive Practices.

Use the Services to create or disseminate disinformation, misinformation, or materially deceptive content (including "deepfakes") for any fraudulent or malicious purpose.
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

A breach of this Clause 2 constitutes a material breach of these Terms. We reserve the right, in our sole discretion, to investigate any suspected violation and to take any action we deem appropriate, including the immediate suspension or termination of your access to the Services, without prior notice.

3. INTELLECTUAL PROPERTY

3.1 Ziddny's IP. Ziddny and its licensors exclusively own and retain all right, title, and interest in and to the Services, including our platform, software, AI models, user interface, documentation, and all underlying technology. These Terms do not grant you any rights or licenses except as expressly set out in these Terms.

3.2 User Content. If you are a Sponsored User, subject to Clause 3.3 (License to Ziddny) below, you hereby transfer and assign all rights (including intellectual property rights) in the User Content you submit to the Services to the Customer who made the Services available to you (unless otherwise agreed between you and the Customer). If you are an individual user, you retain all rights to the User Content you submit to the Services. You are solely responsible for your User Content and for ensuring you have all necessary rights to use it in connection with the Services.

3.3 License to Ziddny. You grant Ziddny a perpetual, non-exclusive, worldwide, royalty-free license and right to use, reproduce, modify, and process your User Content for the purpose of providing, maintaining, and improving the Services.

3.4 Outputs. "Output" refers to content of the specific responses (whether in voice, text, or other form) generated by Ziddny to the Users based on their input of Customer Data to the Platform via avatars. For the avoidance of doubt, any avatar, including their likeness and voice, shall not constitute a part of the Output. Ownership of the Output is determined as follows:

For Sponsored Users: Subject to the Customer's full compliance with its agreement with Ziddny, all right, title, and interest in and to the Output generated by you vests in the Customer. The Customer is responsible for granting you any necessary rights to use such Output.

For Individual Users: If you have a paid subscription, subject to your full compliance with these Terms, Ziddny grants you a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, and display the Output for your personal, non-commercial purposes. You may not sell, sublicense, or use the Output for any commercial purpose without obtaining a separate commercial license from Ziddny.

3.5 Feedback. If you provide any suggestions, ideas, or other feedback to us regarding the Services ("Feedback"), you agree that we are free to use, disclose, and otherwise exploit such Feedback for any purpose, without any compensation or obligation to you.

4. PRIVACY

Your privacy is important to us. Our role and responsibilities concerning your personal data depend on whether you are an Sponsored User or an Individual User.

4.1 For Sponsored Users.

Data Controller. The Customer that provides you with access to the Services is the Data Controller. This means the Customer determines the purposes and means of processing your personal data (such as voice recordings) and is solely responsible for establishing a legal basis for its processing.

Ziddny's Role as Data Processor. Ziddny acts as a Data Processor on the Customer's behalf. We process your personal data only on the documented instructions of the Customer in order to provide the Services. We will not use your personal data for our own purposes.

Your Rights. For details on how your personal data is used, or to exercise your data protection rights (such as rights of access, rectification, or erasure), please consult the Customer's privacy policy.

4.2 For Individual Users.

Data Controller. If you are using the Services directly through us, Ziddny is the Data Controller of the personal data you provide.

Ziddny's Privacy Policy. Our collection, use, and processing of your personal data is governed by our Privacy Policy, which is available at [URL]. Our Privacy Policy provides detailed information on the types of data we collect, our purposes for processing, our legal basis, your rights, and how to exercise them.

Consent to Processing. By using the Services as an Individual User, you acknowledge you have read our Privacy Policy. You understand and agree that providing User Content, such as voice recordings, involves the processing of your personal data, which may include biometric data. Your use of the service constitutes your explicit consent to this processing for the purposes described in our Privacy Policy.

5. SUSPENSION AND TERMINATION

5.1 Termination by Ziddny for Cause. Ziddny may, in its sole discretion, immediately suspend or terminate your access to the Services, without notice, if we reasonably believe:

(a) you have materially breached these Terms, including the Acceptable Use Policy in Clause 2;

(b) your use of the Services poses a security risk to Ziddny, our infrastructure, or any third party; or

5.2 Termination for Other Reasons.

For Sponsored Users: Your access to the Services will automatically terminate if the agreement between Ziddny and the Customer expires or is terminated, or if the Customer removes you as an authorized user for any reason. To terminate your account, you should contact the Customer.

For Individual Users: Ziddny may terminate your access to the Services at any time and for any reason by providing you with reasonable notice where practicable. You may terminate these Terms at any time by ceasing all use of the Services and deleting your account, if applicable.

5.3 Effects of Termination. Upon suspension or termination of your access for any reason:

(a) all rights and licenses granted to you under these Terms will immediately cease;

(b) Ziddny will have no obligation to maintain or provide you with access to your User Content and may delete it in its sole discretion; and

5.4 Survival. Any clauses that by their nature should survive termination will remain in effect, including, without limitation, Clauses 3 (Intellectual Property Rights), 4 (Privacy), 6 (Disclaimers and Limitation of Liability), and 7 (General).

6. DISCLAIMERS, INDEMNIFICATION, AND LIMITATION OF LIABILITY

6.1 "AS IS" SERVICE & AI DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZIDDNY AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZIDDNY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE SERVICES ARE BASED ON GENERATIVE ARTIFICIAL INTELLIGENCE AND THAT ANY OUTPUT MAY CONTAIN INACCURACIES, ERRORS, OR MATERIAL THAT YOU FIND OFFENSIVE. ZIDDNY MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT.

6.2 Indemnity by You. You agree to defend, indemnify, and hold Ziddny and its affiliates harmless from and against any and all damages, costs, and expenses (including reasonable legal fees) arising from: (a) your violation of any term of these Terms; (b) your violation of any third-party right, including without limitation any copyright, trademark, privacy, or other proprietary right; or (c) any claim that your User Content caused damage to a third party.

6.3 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZIDDNY, ITS AFFILIATES, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZIDDNY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

6.4 LIMITATION OF AGGREGATE LIABILITY. YOUR RIGHTS AND ZIDDNY'S LIABILITY UNDER THESE TERMS DEPEND ON WHETHER YOU ARE A SPONSORED USER OR AN INDIVIDUAL USER:

For Sponsored Users: You acknowledge and agree that:

(a) Your access to the Services is provided and administered by the Customer under the agreement between the Customer and Ziddny.

(b) Accordingly, your sole and exclusive remedy for any issue, claim, or damage arising from or related to the Services lies with the Customer. You agree and covenant that you will not bring any claim, action, or proceeding directly against Ziddny or its affiliates in connection with the Services. Ziddny's obligations and liabilities, if any, are owed exclusively to the Customer.

For Individual Users: Ziddny's total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the Services shall be limited to the greater of:

(a) Ten Thousand Japanese Yen (¥10,000); or

(b) the total amount, if any, you have paid to Ziddny for the use of the Services in the twelve (12) month period immediately preceding the event giving rise to the claim.

Nothing in this Clause 6 shall be construed as excluding or limiting the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law.

7. GENERAL

7.1 Changes to These Terms. Ziddny reserves the right to modify these Terms at any time. We will provide notice of material changes as follows:

(a) For Sponsored Users: Ziddny will provide notice of any material changes to the Customer.

(b) For Individual Users: We will provide notice by posting the updated Terms on our website and/or by providing notice through the Services.

By continuing to access or use the Services after the revisions become effective, you agree to be bound by the revised Terms.

7.2 Contact Information.

(a) Sponsored Users: For questions about these Terms or for technical support, you should contact the Customer.

(b) Individual Users: For questions about these Terms or for technical support, you may contact Ziddny at info@mechapal.com.

7.3 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Ziddny may freely assign or transfer its rights and obligations under these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

7.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

7.5 Waiver. No failure or delay by Ziddny in exercising any right under these Terms will constitute a waiver of that right. A waiver of any default is not a waiver of any subsequent default.

7.6 Governing Law and Jurisdiction. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Japan. You irrevocably agree that the Tokyo District Court shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

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