Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Kenjin Labs ("Company," "we," "us," or "our") governing your access to and use of our website, AI consulting services, software development, and related offerings (collectively, the "Services").

By accessing our website, requesting services, or entering into a project agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.

2. Description of Services

Kenjin Labs provides AI consulting, custom software development, strategic technology consulting, and related professional services. Specific service details, deliverables, timelines, and fees are outlined in individual Statements of Work ("SOW") or Project Agreements executed between the parties.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

3. AI Solutions and Limitations

As an AI solutions provider, we develop and implement artificial intelligence and machine learning systems. You acknowledge and agree to the following:

• No Guarantee of Accuracy: AI systems may produce outputs that are inaccurate, incomplete, or inappropriate. We do not guarantee that AI-generated content, predictions, or recommendations will be error-free or suitable for your specific use case.
• Human Review Required: You are solely responsible for reviewing, validating, and approving any AI-generated outputs before use in critical business decisions, public communications, or customer-facing applications.
• Training Data Limitations: AI model performance depends on the quality, quantity, and representativeness of training data. We are not responsible for biases, inaccuracies, or limitations inherent in third-party AI models or datasets.
• Regulatory Compliance: You are responsible for ensuring that your use of AI solutions complies with all applicable laws, regulations, and industry standards, including but not limited to data protection, financial services, healthcare, and consumer protection regulations.
• Prohibited Uses: You may not use our AI solutions for illegal activities, generating harmful content, creating deepfakes for deceptive purposes, or any application that violates applicable laws or ethical standards.

4. Client Obligations and Responsibilities

When engaging our Services, you agree to:

• Provide accurate, complete, and timely information necessary for project execution.
• Grant necessary access to systems, data, and personnel as specified in project agreements.
• Review and provide feedback on deliverables within agreed timeframes.
• Ensure you have all necessary rights, licenses, and permissions for any materials, data, or intellectual property you provide to us.
• Designate a primary point of contact with authority to make project decisions.
• Maintain confidentiality of any proprietary information shared by Kenjin Labs.

Failure to meet these obligations may result in project delays, additional fees, or termination of services.

5. Intellectual Property Rights

5.1 Pre-Existing IP: Each party retains all rights, title, and interest in their respective pre-existing intellectual property. No transfer of ownership is implied except as expressly stated in a written agreement.

5.2 Custom Development: For custom software or AI solutions developed specifically for you:

• Upon full payment of all fees, you will receive a license or ownership rights as specified in your SOW.
• Kenjin Labs retains rights to general methodologies, frameworks, tools, and know-how developed or improved during the project.
• We may incorporate general learnings from your project into our knowledge base, provided such incorporation does not disclose your confidential information or proprietary business logic.

5.3 Third-Party Components: Solutions may incorporate third-party software, APIs, or AI models subject to their respective licenses. You agree to comply with all applicable third-party license terms.

5.4 Feedback: Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

6. Fees and Payment Terms

6.1 Pricing: Fees for Services are specified in individual SOWs, proposals, or project agreements. All fees are exclusive of applicable taxes unless otherwise stated.

6.2 Payment Terms: Unless otherwise specified:

• Project kickoff requires payment of an initial deposit (typically 30-50% of total project value).
• Recurring fees (maintenance, support, SaaS) are billed monthly or annually in advance.
• Invoices are due within 15 days of issuance.
• Late payments incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.3 Expenses: You agree to reimburse reasonable out-of-pocket expenses incurred in connection with project work, including travel, accommodation, and third-party software licenses, with prior approval where required.

6.4 Refunds: Fees are generally non-refundable once work has commenced. Refund eligibility for pre-paid services is determined on a case-by-case basis at our sole discretion.

7. Confidentiality

Both parties acknowledge that they may have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes business plans, technical data, customer information, trade secrets, and any information marked or reasonably understood to be confidential.

Each party agrees to:

• Hold all Confidential Information in strict confidence.
• Use Confidential Information solely for the purpose of performing obligations under these Terms.
• Not disclose Confidential Information to any third parties except as necessary for project execution and subject to confidentiality obligations.
• Return or destroy all Confidential Information upon request or termination of services.

These obligations survive termination of services for a period of five (5) years or indefinitely for trade secrets.

8. Data Protection and Security

We implement reasonable technical and organizational measures to protect data processed during service delivery. However:

• You are responsible for classifying and protecting your sensitive data according to your internal policies.
• For projects involving personal data or regulated information, a separate Data Processing Agreement (DPA) may be required.
• You warrant that you have legal authority to share any data provided to us for project purposes.
• We are not responsible for security breaches resulting from your failure to implement recommended security measures.

9. Warranties and Disclaimers

9.1 Limited Warranty: We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for breach of this warranty is re-performance of the deficient services or refund of fees paid for those services, at our option.

9.2 Disclaimer: EXCEPT AS EXPRESSLY STATED ABOVE, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.
• SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• RESULTS OBTAINED FROM USE OF AI SOLUTIONS OR SOFTWARE WILL BE ACCURATE OR RELIABLE.
• ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

10.1 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KENJIN LABS, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
• ANY DAMAGES RESULTING FROM DECISIONS MADE BASED ON AI-GENERATED OUTPUTS OR RECOMMENDATIONS.
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
• ANY DAMAGES ARISING FROM ERRORS, MISTAKES, OR INACCURACIES IN AI SYSTEMS OR CONTENT.

10.2 Liability Cap: OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND U.S. DOLLARS (US$1,000), WHICHEVER IS GREATER.

10.3 Exclusions: THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

11. Indemnification

You agree to indemnify, defend, and hold harmless Kenjin Labs and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your use of our Services; (b) your violation of these Terms; (c) your violation of any rights of a third party; (d) any content or data you provide; or (e) your negligence or willful misconduct.

12. Term and Termination

12.1 Term: These Terms remain in effect until terminated by either party.

12.2 Termination for Convenience: Either party may terminate project-specific agreements with 30 days' written notice. You remain liable for all fees incurred up to the termination date.

12.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal activities related to the Services.

12.4 Effect of Termination: Upon termination: (a) all licenses granted to you terminate immediately; (b) you must cease all use of our Services; (c) you must pay all outstanding fees; (d) we will return or destroy your data as specified in project agreements or applicable law.

13. Governing Law and Dispute Resolution

13.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law provisions.

13.2 Dispute Resolution: Any dispute arising from these Terms shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Kyoto, Japan, conducted in English under the rules of the Japan Commercial Arbitration Association.

13.3 Class Action Waiver: YOU AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time. Material changes will be notified by posting the updated Terms on our website with a revised "Last Updated" date. Your continued use of our Services after such changes constitutes acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while reflecting the parties' original intent as closely as possible.

16. Entire Agreement

These Terms, together with any project-specific agreements, SOWs, and DPAs, constitute the entire agreement between you and Kenjin Labs regarding our Services, superseding all prior agreements, understandings, and representations. No waiver of any provision shall be effective unless in writing signed by the waiving party.

17. Contact Information

If you have any questions about these Terms, please contact us at: