Terms and Conditions

Legal Agreement

These Terms and Conditions constitute a legally binding agreement between you (the "User" or "Client") and Chinou-sha (the "Company," "we," "us," or "our") governing your use of our website, services, and any related communications or engagements.

By accessing our website or engaging with our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you must not use our website or services.

User Obligations and Responsibilities

1. Compliance with Laws

You agree to comply with all applicable local, national, and international laws and regulations when using our website and services. This includes, but is not limited to:

• Data protection and privacy laws
• Intellectual property rights and copyright laws
• Anti-fraud and cybersecurity regulations
• Industry-specific regulations applicable to your business

2. Accurate Information

You represent and warrant that all information provided to us is accurate, current, and complete. You agree to promptly update any information that changes. Providing false or misleading information may result in termination of services and potential legal consequences.

3. Indemnification

You agree to indemnify, defend, and hold harmless Chinou-sha, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of our services
• Your violation of these Terms and Conditions
• Your violation of any third-party rights
• Your violation of applicable laws or regulations

4. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• Using our services for any illegal, fraudulent, or malicious purposes
• Interfering with or disrupting the integrity or performance of our services
• Attempting to gain unauthorized access to our systems or networks
• Copying, reproducing, or distributing our proprietary content without permission
• Engaging in competitive intelligence gathering without disclosure
• Misrepresenting your identity or affiliation with any person or entity

Disclaimers and Warranties

1. No Warranty

OUR WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

2. No Guarantee of Results

While we strive to provide high-quality consulting services, we make no guarantees regarding specific outcomes or results from our AI strategy recommendations. The success of AI implementation depends on numerous factors beyond our control, including organizational readiness, resource allocation, technical infrastructure, and market conditions.

3. Professional Judgment Disclaimer

Our services are based on professional analysis and industry best practices. However, they should not be considered as guarantees of future performance or specific business outcomes. Clients retain full responsibility for final decision-making and implementation choices.

4. Third-Party Services and Content

We may reference or recommend third-party products, services, or technologies as part of our consulting work. We make no warranties regarding the quality, reliability, or suitability of these third-party offerings. Any reliance on such recommendations is at your own risk.

Limitation of Liability

1. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHINOU-SHA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES.

2. Cap on Liability

Our total liability to you for any claims arising from or related to our services shall not exceed the amount paid by you to us for services during the twelve months preceding the claim. This limitation applies regardless of the legal theory upon which the claim is based.

3. Exceptions to Limitation

These limitations of liability do not apply to:

• Liability for death or personal injury caused by our negligence
• Liability for fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

Confidentiality and Data Protection

1. Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement. This obligation continues for a period of three years following the end of the engagement or as otherwise specified in a separate agreement.

2. Data Processing

We process personal data in accordance with our Privacy Policy and applicable data protection laws. By engaging with our services, you acknowledge and agree to our data processing practices as described in our Privacy Policy.

3. Client Responsibility

Clients are responsible for ensuring they have appropriate rights and permissions to share any data or information with us, particularly when such information relates to third parties or contains personal data.

Dispute Resolution

1. Informal Resolution

In the event of any dispute, claim, or controversy arising from or relating to these Terms and Conditions or our services, the parties agree to first attempt to resolve the matter through good-faith negotiations.

2. Governing Law

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

3. Jurisdiction

Any disputes that cannot be resolved through negotiation shall be subject to the exclusive jurisdiction of the courts located in Tokyo, Japan. You irrevocably consent to the jurisdiction and venue of such courts.

4. Waiver of Class Actions

To the extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, acts of God, or severe weather conditions
• War, terrorism, civil unrest, or government actions
• Pandemic, epidemic, or public health emergencies
• Telecommunications, internet, or power failures
• Labor disputes, strikes, or lockouts not involving our employees

The affected party shall promptly notify the other party of the force majeure event and make reasonable efforts to mitigate its impact.

Assignment and Transfer

You may not assign, transfer, or delegate any of your rights or obligations under these Terms and Conditions without our prior written consent. We reserve the right to assign or transfer our rights and obligations under these terms to any affiliate or successor entity in connection with a merger, acquisition, corporate restructuring, or sale of assets.

Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and Chinou-sha regarding your use of our website and services, and supersede all prior or contemporaneous communications and proposals.

No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by both parties.

Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.