This document was originally written in Japanese, and the English translation has been prepared for reference purposes. In the event of any discrepancies or inconsistencies between the Japanese and English versions, the Japanese version shall take precedence.
Article 1 (Purpose)
These Terms of Service (hereinafter referred to as these Terms) set forth the conditions for using all cloud services (hereinafter referred to as the Services) provided by Chia Inc. (hereinafter referred to as Chia).
Users of the Services (hereinafter referred to as Users) shall use the Services in accordance with these Terms. Users who do not agree to these Terms may not use the Services.
In addition to the provisions on this page, Chia’s separately established Privacy Policy and any other provisions displayed as terms on websites operated by Chia constitute part of these Terms.
When a User indicates an intention to begin using the Services, including clicking a button indicating agreement to these Terms, applying to use the Services after selecting a checkbox, or engaging in any other similar act, the User making such indication represents and warrants that the User has full legal authority to enter into these Terms on behalf of or as a representative of the party to these Terms, namely the Customer, and to bind that party to these Terms.
Article 2 (Definitions)
Unless otherwise provided, the following terms used in these Terms have the meanings set forth below.
Services means cloud services, web services, software, applications, development support services, website creation services, AI-related services, and any services incidental thereto, provided by Chia.
User means any corporation, organization, or individual that uses the Services.
User Content means text, images, videos, logos, materials, data, and other content that a User inputs, uploads, stores, transmits, or links to the Services, to the extent that the User previously owned or otherwise held rights in such content.
Public Content means User Content that the User has made publicly available through the Services, including web pages, text, images, videos, layouts, profiles, store or facility information, product or service information, and other information generally accessible to the public.
Non-Public Information means User Content that has not been made public, business materials, specifications, design information, development data, repository information, internal materials, trade secrets, personal information, and other similar information.
Service Components means software, programs, source code, templates, blocks, designs, layouts, user interfaces, libraries, know-how, and other systems, components, and technical outputs provided or generated by Chia that constitute or are used in connection with the Services.
Individual Terms means terms of service, individual conditions, application forms, specifications, order forms, or other conditions separately established by Chia for specific Services.
User Data means User Content, Public Content, Non-Public Information, usage history, log information, and any other information acquired or processed by Chia in connection with the User’s use of the Services.
If the Customer is a corporation
Company name, name of representative, date of birth of representative, country, postal code, prefecture, municipality, address, payment information, including billing address information, credit card information, and bank account information, and other information relating to the attributes of the corporation
If the Customer is an individual
Name, date of birth, country, postal code, prefecture, municipality, address, payment information, including credit card information and bank account information, and other information relating to the attributes of the individual
Article 3 (Users)
Users include the following:
Customer
Customer means a corporation or individual that has agreed to these Terms and entered into an agreement with Chia as the contracting party for use of the Services.
Contract Administrator means the Customer or an individual User who represents or acts on behalf of the Customer and has legal authority to perform legal acts for the Customer, including (1) completing formal registration, (2) viewing agreement details and payment history, (3) changing the service plan, (4) changing the payment method, (5) changing the Contract Administrator or owner, (6) applying to terminate use, and (7) completing any other procedures relating to the agreement or payment.
Payer
Payer means the person to whom usage fees under the service agreement between the Customer and Chia are billed and who was designated as the Payer at registration or through the Services.
Article 4 (Accounts and Passwords)
One account will be issued to each User.
Users shall set their own password in accordance with conditions specified by Chia, such as using a combination of letters and numbers that is not easily guessed.
Users shall manage their accounts and passwords at their own responsibility. Chia assumes no liability even if a User’s account is used by a third party other than the User.
Article 5 (Provision of User Information)
When applying for a paid plan of the Services or when Chia requests that a User provide User Information, the User shall promptly comply and provide User Information to Chia.
Article 6 (Changes to User Information)
If any information submitted by a User to Chia changes, the User shall immediately notify Chia using the method specified by Chia.
Chia assumes no liability for any damage incurred by a User as a result of communications, notices, invoices, or other correspondence from Chia failing to reach the User or being delayed due to the User’s failure to provide the notice described in the preceding paragraph, including where the notice was delayed or inaccurate.
Article 7 (Notice and Communication)
Notices and communications between Chia and Users shall be made using the method specified by Chia.
Any communication from Chia to a User shall be deemed to have arrived at the time it would ordinarily have arrived, regardless of the method of communication.
Article 8 (Prohibited acts)
In using the Services, Users shall not engage in any of the following acts, or any act that may fall under any of the following:
Acts that violate these Terms;
Reverse engineering, decompiling, disassembling, hacking, disabling, interfering with, dismantling, modifying, copying, converting, destroying, creating mirror sites of, or engaging in similar acts with respect to all or part of the Services;
Accessing or acquiring information related to the Services by scraping, crawling, or any other similar means beyond the scope of normal use;
Issuing a large number of requests to the websites or applications of the Services and imposing an excessive load on the system;
Allowing any third party other than the User to use the Services;
Transferring, lending, or selling an account to any third party;
Using another person’s account or password without authorization;
Unauthorized access, cracking, or any similar act;
Acts that violate laws or regulations;
Acts related to criminal activity;
Reproducing, copying, duplicating, transferring, extracting, processing, modifying, making transmittable, or otherwise making secondary use of the Services, or lending, selling, redistributing, publicly transmitting, sublicensing, or otherwise allowing any third party to use the Services;
Infringing copyrights, patents, or other intellectual property rights of Chia or any third party;
Acts contrary to public order or morals;
Violent or grotesque expressions;
Acts deemed socially inappropriate;
Infringing, or potentially infringing, any third party’s copyrights, trademarks, patents, utility model rights, design rights, portrait rights, publicity rights, privacy, reputation, credit, trade secrets, personal information, or any other rights or interests;
Inputting, uploading, storing, transmitting, linking, publishing, or distributing through the Services any text, image, video, audio, logo, material, data, link, or other content that violates any third party’s rights or any laws or regulations;
Inputting, uploading, storing, transmitting, linking, publishing, or distributing through the Services any text, image, video, audio, logo, material, data, link, or other content for which the User does not have the necessary rights, permissions, or lawful authority to handle;
Defamation, libel, damage to credit, insults, discriminatory expressions, threats, harassment, impersonation, dissemination of false information, or similar acts against Chia, other Users, third parties, or any other persons;
Inputting, uploading, storing, transmitting, linking, publishing, or distributing personal information, sensitive personal information, confidential information, trade secrets, authentication information, passwords, private keys, API keys, access tokens, or other information requiring careful handling in violation of laws, contracts, or authority;
Assisting, facilitating, or inducing any of the preceding acts; or
Any other act that Chia deems inappropriate.
The Customer may not transfer its status under the Chia Terms of Service or any rights or obligations under these Terms to a third party without Chia’s prior consent. However, if the Customer undergoes a universal succession through a merger or similar transaction, the surviving company shall succeed to the Customer’s contractual status within the scope of the existing service agreement.
Chia may disclose or delete information relating to a User who has engaged in any prohibited act set forth in paragraph 1. A User may, in the manner specified by Chia, submit reasons why the User believes the measure was taken in error and any relevant supporting materials. After reviewing the information submitted, Chia may maintain, modify, or lift the measure as Chia deems necessary. However, Chia does not guarantee restoration of content or modification of any measure, and Chia will make the final determination regarding its response.
Article 9 (Suspension of use and deletion of account)
Chia reserves the right to terminate any or all parts of the service agreement for the Service with Users (hereinafter referred to as “Service Agreement”), or suspend any or all use of the Service by such Users or delete such Users’ account if such Users falls under any one of the following:
Information in the User registration contains a false, incomplete or inaccurate statement;
The User is a minor, an adult ward, a person under curatorship or a person under assistance, and the User has not obtained the consent, etc. of your legal representative, guardian, conservator or assistant;
Users do not comply with Chia’s request to provide User Information;
Users engage in any of the prohibited acts;
Chia determines that the User has violated or is related to a person who has violated a contract with Chia in the past;
Chia determines that there is uncertainty about the payment of service charges by Users;
Payment for service charges is declined by the credit card company;
The Service is not used for 180 days or longer;
The User’s or Customer’s business license is revoked or suspended by a competent authority;
Users are suspended from or become incapable of making payments, or any of their bills or checks are dishonored;
Users or Customer is the subject of a petition for attachment, provisional attachment, provisional disposition or auction of Users’ or Customer’s assets or are subject to a disposition of its assets for failure to pay taxes or other public charges;
A petition is filed by or against Customer or User for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation proceedings;
The User’s or Customer’s company is dissolved (except in case of merger) or its business operations are effectively suspended or stopped;
There is a material negative change in the assets or credit status, which, in Chia’s opinion, may interfere with Users’ performance of their obligations set forth in the Terms of Service or other terms regarding the Service; or
Any other grounds which, in Chia’s sole discretion, makes it inappropriate to permit the User to continue use of the Service.
In such case, Chia may terminate the User’s or Customer’s access to the Services without any notice or demand, and all liabilities owed by the User or Customer to Chia shall immediately become due and payable without any notice from Chia. The User or Customer shall immediately pay all outstanding liabilities in full.
In no event shall Chia be liable for any damage incurred by Users as a result of the termination of the Service Agreement, suspension of use of Service, or deletion of the account set forth this Section.
Article 10 (Exclusion of transactions with anti-social forces)
Users and Chia each covenant to the other party:
The covenanting party is, at present, not an organized crime group, organized crime group member, former organized crime group member who ceased to be a member less than 5 years ago, quasi-organized crime group member, company related to an organized crime group, corporate racketeer, group engaging in criminal activities under the pretext of conducting social campaigns, crime group specialized in intellectual crimes, or any other equivalent person or group (hereinafter collectively referred to as “Anti-Social Force(s)”).
The covenanting party does not fall under any one of the following;
It has a relationship in which its management is deemed to be controlled by Anti-Social Force;
It has a relationship in which an Anti-Social Force is effectively involved with its management;
It has a relationship in which that it makes inappropriate use of an Anti-Social Force with the intention of making an illicit profit for itself, its company or a third party or causing damage to a third party, etc.;
It has or will have in the future a relationship in which it cooperates or is involved with the maintenance or operation of an Anti-Social Force by providing funding, etc. or convenience; or
An officer or person effectively involved in management has a socially condemnable relationship with an Anti-Social Force.
The covenanting party does not engage or does not have a third party engage in any one of the following acts regarding the Service:
Making demands employing violence
Making unreasonable demands beyond the scope of its entitlement;
Using intimidating words or acts, or violence in business transactions;
Interfering with the operations or damaging the credit of the other party by spreading rumors or by the use of fraudulent means or force; or
Engaging in any act equivalent to any of the items above.
In case of a breach by Users or Chia of a covenant in the preceding paragraph, the aggrieved party may terminate all or part of the Service Agreement without any notice. In this case, the terminated party shall have no right to make a claim against the other party for any damage incurred as a result of the termination.
In case of a breach by Users of a covenant under paragraph 1, Chia may, in addition to the remedies set forth in the preceding paragraph, terminate future use of the Service and delete the account with respect to such Users. In this case, the provisions of paragraph 3 of the preceding Article shall apply mutatis mutandis.
In the event of a termination of service or deletion of user account by Chia pursuant to the preceding paragraph, Users shall immediately compensate Chia for any damage it incurred.
Article 11 (Types of Service)
The Services include free plans, which have the same meaning as free-tier plans, and paid plans.
A free plan is a service under which Users may use, free of charge, certain functions of a paid plan designated by Chia.
A trial is a service under which Users may use, free of charge and only for a period designated by Chia, certain functions of a paid plan designated by Chia.
Users of a free plan may migrate to a paid plan by applying using the method specified by Chia.
This Article does not apply to enterprise agreements.
Article 12 (Applications)
Some of the Services may be used by installing an application for the Services on a User’s computer or mobile device. Chia will separately designate the supported mobile operating systems.
Users shall be liable for communication charges incurred in using the Service from computers or mobile devices.
In no event shall Chia be liable for any damage incurred by Users due to a reduction in transmission speed, communication line failures/accidents, deterioration in the transmission environment, etc. in using the Service from computers or mobile devices. In the event of termination of the Service Agreement, Users shall uninstall the application for the Service from all the computers and mobile devices where it was downloaded.
Article 13 (Use from Outside Japan)
The Services are provided by Chia, a Japanese corporation, in accordance with the laws and regulations of Japan.
If a User uses the Services from outside Japan, the User shall, at the User’s own responsibility, confirm and comply with the laws, regulations, administrative requirements, communications environment, display restrictions, payment methods, and other restrictions of the country or region where the User is located.
Chia does not warrant that the Services are available or lawful in the country or region where the User is located, comply with any particular law or regulation, can continuously be displayed, communicated, used, or paid for, or can connect to external services.
Chia assumes no liability, except in cases of willful misconduct or gross negligence by Chia, if the use, display, communication, payment, data processing, or other operation of the Services is disrupted due to the laws, regulations, administrative requests, communications environment, display restrictions, payment methods, or other circumstances of the country or region where the User is located.
Article 14 (Handling of User Data, User Content, and Service Components)
Chia shall endeavor to implement reasonable and appropriate security measures for data, information, text, images, videos, materials, and other content registered, inputted, uploaded, stored, transmitted, linked, or generated through the Services. However, Users shall be responsible for managing the content, storage, publication scope, sharing scope, and other management of information handled by Users through the Services.
Users shall retain ownership, copyrights, other intellectual property rights, and all other rights that they previously held in User Content. The use of the Services under these Terms shall not transfer any rights in User Content to Chia.
Unless otherwise provided in Individual Terms or individual agreements, ownership, copyrights, other intellectual property rights, and all other rights in Service Components shall belong to Chia or third parties that grant licenses to Chia. Users may use Service Components solely for the purpose of using the Services, within the scope set forth in these Terms and any Individual Terms.
Users grant Chia the right to use, store, reproduce, transmit, display, convert, and otherwise process User Content and User Data to the extent necessary for providing, maintaining, operating, improving, troubleshooting, securing, supporting, performing contractual obligations, and complying with laws in connection with the Services.
Chia shall not use Users’ Non-Public Information for advertising, promotional, case study, sales material, or other marketing purposes without the User’s consent.
Notwithstanding the preceding paragraph, Chia may use Public Content to the extent necessary for providing, displaying, distributing, sharing, enabling search, and otherwise operating the functions of the Services.
Chia may display or use a User’s trade name, name, logo, service name, case study, or other information identifying the User in Chia’s advertisements, promotional materials, sales materials, websites, or other media only where the User separately consents or to the extent set forth in Article 27.
If a User provides Chia with opinions, requests, suggestions, ideas, or other feedback regarding the Services, Chia may use such feedback free of charge for improving, developing, and operating the Services or other services of Chia. However, if such feedback includes the User’s confidential information, personal information, business materials, specifications, design information, repository information, or other Non-Public Information, Chia shall handle such information in accordance with these Terms and any Individual Terms.
Users represent and warrant that they have all necessary rights, permissions, and lawful authority to handle User Content inputted, uploaded, stored, transmitted, or linked to the Services. Users shall not input or provide to the Services any content that infringes any third party’s privacy, personal information, trade secrets, portrait rights, copyrights, or other rights.
Users shall be responsible for setting and managing who may access User Content. However, Chia may access User Content or User Data, or share it with third parties, to the extent necessary under these Terms, any Individual Terms, the Privacy Policy, other rules established by Chia, or applicable laws.
Chia shall not disclose or provide Users’ Non-Public Information to any third party, except where required by law, where the User has consented, where disclosure or provision is necessary to contractors or external services required for providing the Services, or where necessary to address unauthorized use, failures, security threats, or other matters necessary for the safe operation of the Services.
Security for User Content, User Data, and other information shall be governed by these Terms, Chia’s Privacy Policy, Information Security Policy, Individual Terms, and other rules separately established by Chia.
Article 15 (Reports of Rights-Infringing Content)
Chia prohibits Users from inputting, uploading, storing, transmitting, linking, publishing, or distributing through the Services any content that infringes a third party’s copyrights, trademark rights, portrait rights, privacy, personal information, trade secrets, or other rights. Users must hold all rights, permissions, and lawful authority necessary for their User Content.
If you believe that content on the Services infringes a third party’s rights, please provide Chia with the following information:
Your name and contact information
The URL or location within the Services of the content at issue
The type and details of the rights you believe are being infringed
The reason you believe the content infringes those rights
Your relationship to the rights holder and any relevant supporting materials, if available
Reports of rights infringement should be sent to [email protected]. Reports may be submitted in English or Japanese.
Chia will review each report and may request additional information or documentation from the reporting party, the User who provided the content at issue, or other relevant parties. Receipt of a report does not guarantee removal of the content or any other action.
If, after reviewing the report, information provided by relevant parties, applicable laws, these Terms, and other circumstances, Chia determines that action is necessary, Chia may remove or make private the content at issue, disable or suspend access to it, warn a User, restrict or suspend an account, delete an account, or take any other action Chia considers necessary.
Chia may decline to process reports that are false, fraudulent, malicious, or abusive. Chia may restrict, suspend, or delete the accounts of Users who repeatedly infringe rights or commit serious violations.
Article 16 (Users’ Responsibilities)
Users shall resolve any issues arising from the Service between Users or between Users and third parties at their own responsibility and expense, and in no event shall Chia be liable for any losses or damages arising therefrom in any way.
Any issues arising in connection with information registered or disclosed by Users using the Service shall be such Users’ sole responsibility, and in no event shall Chia be liable for any losses or damages arising therefrom in any way.
Article 17 (Effective Term)
The effective term of the Service Agreement shall be the period separately specified by Chia.
Notwithstanding the preceding paragraph, unless a User or Chia indicates otherwise by the expiration date, the effective term of the Service Agreement shall automatically renew for an additional period separately specified by Chia under the same conditions, and the same shall apply thereafter. However, for Services separately specified by Chia, the plan shall automatically migrate from a paid plan to a free plan upon renewal unless a User or Chia indicates otherwise by the expiration date.
Unless otherwise agreed between Chia and the Customer, the Customer and Users may not terminate the Service Agreement during the periods specified in the preceding two paragraphs, namely paragraphs 1 and 2 of this Article.
Article 18 (Temporary Suspension and Termination)
Chia reserves the right to temporarily terminate or suspend the provision of all or part of the Service without notice to Users if any of the grounds listed below exists:
Maintenance or renewal of the system, software, server, etc. used to provide the Service;
Overload of the system for providing the Service or unauthorized access, which in Chia’s opinion poses security risks;
Difficulty in providing the Service due to fire, blackout, earthquake or other natural disaster;
Difficulty in providing the Service due to war, uprising, riot, disturbance, labor dispute, etc.; or
Situations other than those listed above, where a termination or temporary suspension of the provision of the Service is, in Chia’s opinion, warranted for operational or technical reasons.
In no event shall Chia be liable for any losses or damages arising from the cessation or temporary suspension of the provision of the Service set forth in the preceding paragraph.
Article 19 (Changes to the Services)
Chia may make additions, changes or deletions to the Service for its own convenience.
Chia may terminate the provision of the Service for its own convenience. In the event of a termination of the provision of the Service, Chia will make an announcement on the websites or applications of the Services thirty (30) days prior to the termination. In the event of such termination of the provision of the Service, notwithstanding Article 20, Chia shall refund the portion of the service charge already paid that corresponds to the period during which the Service will not be provided, calculated on a prorated daily basis.
Article 20 (Usage Charges)
Usage charges shall be based on the price list separately stipulated by Chia.
Usage charges shall be calculated and invoiced to Users by Chia.
Chia shall provide at least 30 days’ prior notice of changes to service charges. Users are deemed to have accepted such change if they continue using the Service following notification of the price change.
Under no circumstances shall Chia refund any fees or other payments made by Users in connection with the Service.
In the event of termination of the use of the Service, including switching from a paid plan to a free plan, the service charge shall not be reduced or eliminated, and Users shall remain responsible for paying the service charge until the expiration of the paid plan agreement, regardless of the reason for the termination. Users will not receive any refund for service charges already paid. However, this shall not apply in the event of termination under Article 19.
Article 21 (Payment of Service Charges)
Chia shall notify Users of the due dates and payment methods for service charges in a separate price list, through online displays, by email, or by other means.
Users shall be responsible for any transfer fees due to financial institutions and any other fees in connection with payment for the service charges.
Regardless of which payment method specified in the separate price list a User selects, the User shall immediately notify Chia through the inquiry form provided on the websites or applications of the Services if there is any problem with the payment method.
If, due to the User’s negligence, the User pays a service charge using a payment method other than one specified by Chia and Chia is unable to confirm the payment, Chia assumes no liability for any loss incurred by the User or any third party, and the User shall pay the service charge using the payment method specified by Chia upon Chia’s request.
Article 22 (Assignment of Rights and Obligations)
Without Chia’s prior written consent, Users shall not transfer to any third party all or any part of their status as Users of the Services or their rights and obligations relating to the Services.
Article 23 (Privacy and Personal Information)
Users’ privacy and personal information shall be handled in accordance with the Privacy Policy and other terms separately established by Chia.
Article 24 (Confidentiality)
Chia and Users shall treat as confidential information any non-public technical, business, operational, or other information disclosed by the other party in connection with the Services, where such information is expressly identified as confidential at the time of disclosure.
Notwithstanding the preceding paragraph, information that is designated as confidential information or equivalent information under Individual Terms or individual agreements shall be treated as confidential information under this Article, regardless of whether it is marked as confidential.
Neither Chia nor Users shall, without the prior consent of the other party, use confidential information beyond the scope of use, provision, maintenance, support, contractual performance, or other purpose for which such information was disclosed, or disclose or leak such confidential information to any third party.
Notwithstanding the preceding paragraph, Chia and Users may disclose confidential information to the extent necessary where disclosure is required by laws, courts, administrative agencies, stock exchanges, or other public authorities.
The following information shall not constitute confidential information:
Information that was already publicly known at the time of disclosure;
Information that became publicly known after disclosure through no fault of the receiving party;
Information that was already lawfully possessed by the receiving party at the time of disclosure;
Information lawfully obtained from a third party without confidentiality obligations; or
Information independently developed or obtained without use of the other party’s confidential information.
Article 25 (Disclaimers and Limitation of Liability)
Chia makes no express or implied warranty that the Services will conform to any particular purpose of the User, have expected functions, commercial value, accuracy, usefulness, completeness, continuity, legality, or non-infringement of third-party rights, or be free from defects, failures, errors, security vulnerabilities, or other defects.
Users shall use the Services at their own responsibility and represent and warrant that they have all necessary rights, permissions, and lawful authority to handle all text, images, videos, audio, logos, materials, data, links, and any other content that they input, upload, store, transmit, link, publish, or distribute through the Services, and that such content does not violate any third party’s copyrights, trademarks, portrait rights, privacy, reputation, credit, trade secrets, personal information, or any other rights or laws.
If any dispute, claim, objection, deletion request, request for transmission prevention measures, request for disclosure of sender information, inquiry or guidance from an administrative agency, or any other matter arises with a third party in connection with content inputted, uploaded, stored, transmitted, linked, published, or distributed by a User through the Services, including infringement of rights, defamation, damage to credit, invasion of privacy, improper handling of personal information, copyright infringement, trademark infringement, infringement of portrait rights, infringement of trade secrets, or any other dispute, the User shall resolve such matter at its own responsibility and expense, and Chia shall not be liable for such matter unless caused by Chia’s willful misconduct or gross negligence.
If Chia incurs any damage, cost, burden, attorney’s fees, investigation costs, deletion response costs, damage to credit, or any other disadvantage as a result of any dispute, claim, objection, deletion request, request for transmission prevention measures, request for disclosure of sender information, inquiry or guidance from an administrative agency, or any other matter described in the preceding paragraph, the User shall, unless caused by Chia’s willful misconduct or gross negligence, indemnify Chia and hold Chia harmless from such damage, cost, burden, or disadvantage.
Chia shall not be liable for any damage incurred by Users or third parties arising from or related to the content, publication, distribution, sharing, use, management, storage, deletion, backup, rights clearance, legal compliance, or any other act or omission of Users, unless caused by Chia’s willful misconduct or gross negligence.
Chia shall have no obligation to constantly monitor, pre-screen, verify legality, verify rights clearance, or review the content that Users publish or distribute through the Services. However, if Chia determines it necessary due to laws, orders or requests from courts or administrative agencies, claims from third parties, suspected violation of these Terms, operational necessity for the safe operation of the Services, or any other reason deemed necessary by Chia, Chia may, without prior notice to the User, take necessary measures, including making all or part of such content private, deleting such content, restricting access, taking transmission prevention measures, or suspending accounts.
Chia shall not be liable for any damage incurred by Users or third parties as a result of measures taken or not taken by Chia pursuant to the preceding paragraph, unless caused by Chia’s willful misconduct or gross negligence.
Chia shall not be liable for any transaction, communication, dispute, rights infringement, non-conformity, complaint, inquiry, refund, cancellation, provision of goods or services, or any other matter arising between Users, between Users and third parties, or between Users’ end users or other related parties, unless caused by Chia’s willful misconduct or gross negligence.
Chia shall not be liable for any damage incurred by Users in connection with the use or inability to use the Services, changes to, interruption, suspension, or termination of the Services, loss of data, failure or damage to equipment, communication lines, cloud services, external services, external AI services, payment services, domains, DNS, CDN, hosting environments, or any other services provided by third parties, including failures, suspension, specification changes, usage restrictions, security incidents, unauthorized access by third parties, or any other matter related to the Services, unless caused by Chia’s willful misconduct or gross negligence.
If Chia is liable to a User for damages, the scope of such liability shall, unless caused by Chia’s willful misconduct or gross negligence, be limited to direct and ordinary damages actually incurred, and Chia shall not be liable for lost profits, loss of business opportunities, damage to credit, loss of data, indirect damages, special damages, incidental damages, consequential damages, or derivative damages.
If Chia is liable to a User for damages, the maximum amount of such liability shall, unless caused by Chia’s willful misconduct or gross negligence, be limited to the total amount of fees actually paid by the User to Chia for the relevant Service during the one-year period ending on the last day of the month immediately preceding the month in which the event giving rise to such liability occurred.
With respect to Services provided free of charge, Services provided on a trial basis, Services provided as beta versions, Services provided for evaluation or verification purposes, or functions before official release, Chia shall not be liable for any damages unless caused by Chia’s willful misconduct or gross negligence.
The provisions of this Article shall apply only to the extent permitted by the Consumer Contract Act and other applicable laws.
Article 26 (AI Functions and Generated Outputs)
The Services may include functions that use AI, machine learning, natural language processing, image generation, code generation, analysis, summarization, or other similar technologies.
Text, images, source code, design proposals, summaries, analysis results, and other information generated, proposed, analyzed, or output by AI functions are not guaranteed to be accurate, complete, current, or useful. Users shall review and use such outputs at their own responsibility.
Chia makes no warranty as to the accuracy, completeness, usefulness, legality, fitness for a particular purpose, non-infringement of third-party rights, or any other matter with respect to outputs from AI functions.
Users shall not use AI functions for purposes that violate laws, infringe third-party rights, or are otherwise deemed inappropriate by Chia.
If Individual Terms or individual agreements separately provide for the ownership, usage conditions, third-party licenses, terms of external services, or other treatment of outputs generated by AI functions, such provisions shall prevail.
Chia may use external AI services, cloud services, development support services, or other external services to the extent necessary for providing the Services. In such case, Chia shall endeavor to implement reasonable security measures according to the nature of the information handled and the nature of the relevant services.
Article 27 (Use of User Trade Names and Other Identifiers)
Chia may use a User’s trade name, name, trademark, logo, service name, and other information identifying the User for Chia’s marketing, sales, public relations, and other similar purposes, unless otherwise provided in Individual Terms or individual agreements.
If the User requests, before or after such use, that Chia cease the use described in the preceding paragraph, Chia shall cease such use within a reasonable period. However, this shall not apply to printed materials already distributed, materials already published, information already posted on third-party media, or other materials not reasonably within Chia’s control.
Chia may disclose or publish, in general terms that do not include the User’s confidential information, Non-Public Information, or personal information, the fact that the User uses the Services, content published using the Services, or measures implemented using the Services.
This Article shall not be construed as permitting Chia to use the User’s Non-Public Information for marketing purposes without authorization.
Article 28 (Effect of Termination of the Agreement)
Upon termination of the Service Agreement between Customer and Chia for any reason whatsoever, Users shall lose any and all rights and benefits related to their account used in the Service, and in no event shall Chia be liable for any loss caused thereby.
Article 29 (Changes to the Terms of Service)
Chia may amend these Terms if any of the following applies:
The amendment conforms to the general interests of Users;
The amendment does not contradict the purpose of the transaction under these Terms and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content, and other circumstances relating to the amendment;
The amendment is necessary due to laws, guidelines, views of administrative agencies, social conditions, technological environment, the contents of the Services, or operational needs; or
The amendment corrects typographical errors, organizes wording, ensures consistency among provisions, or otherwise does not disadvantage Users.
When amending these Terms, Chia shall, depending on the content and nature of the amendment, notify or announce the amended terms and effective date by email to contract administrators, posting on the administration screen of the Services, posting on the Chia website, posting in the announcements section, or any other method designated by Chia.
If a User uses the Services after the effective date specified in such notice or announcement, the User shall be deemed to have agreed to the amended Terms.
The amended Terms shall become effective from the effective date specified in such notice or announcement.
Article 30 (Governing Law)
The Terms of Service are governed by and construed in accordance with the laws of Japan.
Article 31 (Jurisdiction)
Any disputes, actions or proceedings relating to the Terms of Service are conducted in the Tokyo District Court, and both parties hereto consent to the exclusive jurisdiction of the said court in the first instance.
Article 32 (Language)
If these Terms are prepared in Japanese and English, the Japanese version shall prevail in the event of any inconsistency or discrepancy between the Japanese and English versions.
Article 33 (Severability and Survival)
If any provision of these Terms is held invalid, the validity of the remaining provisions shall not be affected. Even after the Service Agreement terminates, Articles 8, 10, 13, 14, 16, 20, 22, 24, 25, 26, 27, 28, 30, 31, 32, and this Article shall remain in effect.