ZARMS Terms of Service

These Terms of Service (these “Terms”) set out the conditions for using ZARMS, the cloud service provided by Xgene Inc. (the “Company”) (including the scope defined in Article 2, Item 1, the “Service”).

Customers and Users (each as defined in Article 2) shall use the Service after agreeing to these Terms. The Service is provided on the premise that it will be used for business purposes by companies, organizations, and individuals using it for business.

Article 1 (Purpose)

The Service is provided to help Customers and Users record, organize, and share business information and carry out their work smoothly.

Article 2 (Definitions)

In these Terms, the following terms have the meanings set out below.

1. Service: ZARMS as provided by the Company, and all related websites, applications, APIs, help, notifications, AI Features, external integration features, and any other features.
2. Customer: a company, organization, sole proprietor, or other party that enters into an agreement with the Company for use of the Service (the “Service Agreement”). An individual who creates a Team or applies for a Service Agreement on behalf of an organization represents and warrants that they have the authority to agree to these Terms on behalf of that organization.
3. Team: the usage environment for a Customer’s organization created on the Service by the Customer or the Company.
4. Board: a unit created and managed within a Team for managing tasks, effort, requests, approvals, notifications, documents, and other business information.
5. User: where the Customer is an individual, that individual, and any individual permitted by the Customer, an Admin, or the Company to access the Service (including Admins, auditors, etc.). On the Service’s screens and in Help, Users are referred to as “Members.” A User becoming able to use the Service as a member of a Team is referred to as “joining a Team,” and that state ending is referred to as “leaving a Team.”
6. Admin: a User granted administrative authority by the Customer or the Company over Teams, Boards, roles, permissions, billing, data export, etc.
7. User Content: information, text, files, images, comments, requests, approvals, tasks, logs, settings, and other data that a User enters, posts, uploads, stores, sends, creates, or edits on the Service.
8. Authoritative Record: information managed on the Service as confirmed information to be referred to, by means of designated permissions, approvals, status labels, change history, etc.
9. AI Features: features that use AI technology of the Company or third parties to provide assistance such as summarizing, classifying, drafting, generating suggestions, assisting search, and composing notifications.
10. External Integration Services: Google accounts (including Google Workspace) and external services for payments, analytics, error monitoring, and other purposes that integrate with the Service.
11. Owner: a User in a Team who has authority over the contract, billing, granting Owner authority, deleting the Team, etc.
12. External Client: an application, AI agent, or other software provided by a party other than the Company, to which a User has issued an API key for the Service or authorized a connection via MCP or similar means.
13. Price List, etc.: the price list posted by the Company on its website or on the Service, application forms, quotations, contracts, conditions displayed on the admin screen, and other fees and terms of use of the Service separately set by the Company.
14. Credits: “AI credits,” the unit for calculating usage of AI Features and other processing set out in Article 19, Paragraph 3.

Article 3 (Agreement to and Application of These Terms)

1. Customers and Users shall use the Service in accordance with these Terms and the Help, guidelines, operating notes, contracts, application forms, and other conditions concerning the Service separately set by the Company. The handling of personal information in the Service is set out in the ZARMS Privacy Policy separately established by the Company (the “Privacy Policy”).
2. Customers and Admins shall ensure that the Users of their Team comply with these Terms.
3. If a contract, application form, individual condition, special agreement, etc. contains provisions that differ from these Terms, those individual conditions prevail.
4. If a User is a minor, the Customer or Admin shall have the User use the Service after obtaining, as necessary, the consent or approval of the legal guardian or other relevant parties. However, AI Features are available only to Users aged 18 or older, and the Customer must not let Users under 18 use AI Features (for details, see Article 13, Paragraphs 8 to 10).
5. The Company posts these Terms on its website so that Users can view them at any time.

Article 4 (Formation and Term of the Service Agreement)

1. The Service Agreement is formed when the applicant applies by the method prescribed by the Company (including creating a Team and applying for a paid plan) after agreeing to these Terms, and the procedures prescribed by the Company (including completion of Team creation and completion of payment) are completed.
2. The Company may decline an application if the applicant has previously had their use suspended or contract canceled for violating these Terms, if the application contains false information, or if there is other reasonable cause. If any such cause becomes known after the Service Agreement is formed, the Company may cancel the Service Agreement.
3. The term of a paid plan is the billing period set out in the Price List, etc., and renews automatically on the same conditions (or, if changed under Article 19, Paragraph 7, on the changed conditions) unless the Customer cancels by the procedure prescribed by the Company.
4. The Customer may cancel a paid plan at any time by the procedure prescribed by the Company (including switching to the free plan set out in the Price List, etc. (the “Free Plan”) from the Team settings screen, and using the customer portal of the payment service provider from the admin screen). Unless otherwise provided in the Price List, etc., cancellation of a paid plan takes effect on the last day of the billing period in which the procedure was performed, and the paid plan remains available until then. No prorated refund is made for cancellation partway through a period.
5. Even after a paid plan is canceled, the Team continues on the Free Plan and data in the Team is not deleted (restrictions on features, etc. on the Free Plan follow the Price List, etc.). The Customer may end the Service Agreement for a Team by deleting the Team as set out in Article 18, Paragraph 5. Data is handled in accordance with Article 18.

Article 5 (Eligibility)

1. The Service may be used only by Users approved by the Customer or an Admin.
2. Users shall sign in to the Service using the authentication method designated by the Customer, an Admin, or the Company.
3. The Company may restrict available features, viewable information, editable scope, external transmission, AI use, data export, etc., depending on Users’ roles, departments, contract status, Boards, scopes, permissions, security reasons, and other operational needs.
4. Users must not transfer, lend, share, or sell their eligibility to use the Service to any third party.

Article 6 (Accounts and Authentication)

1. Users shall, at their own responsibility, properly manage the accounts, credentials, devices, and sessions used to sign in.
2. Users must not let any third party use their account and, upon becoming aware of unauthorized use by a third party, shall promptly notify an Admin or the Company.
3. Where the Service uses Google accounts or other external authentication, Users shall also comply with the terms, policies, and administrator settings of those external services.
4. The Company is not liable for damages arising from inadequate account or device management, leakage of credentials, use by third parties, etc., except in cases of the Company’s intent or gross negligence.

Article 7 (Usage Environment)

1. The recommended (supported) environment for the Service is a regular profile (normal mode) of Google Chrome.
2. When using embedded editing of Google Docs, Users shall be signed in to the relevant Google account, have the permissions necessary to view and edit the document, and use an environment in which third-party cookies are not blocked.
3. Chrome’s incognito mode, environments with settings or enterprise policies that block third-party cookies, and browsers other than Chrome are not supported.
4. If embedded display or editing is not available, please open the Google Doc in a new tab. Due to changes in the specifications of External Integration Services or other reasons, some features may be unavailable even in the recommended environment. The provisions of this Article on the supported environment do not guarantee that the Service will be provided continuously without failures (Article 24).

Article 8 (Responsibilities of Customers and Admins)

1. Customers and Admins shall properly configure and manage Teams, Boards, Users, roles, permissions, data classifications, external integrations, notifications, data export, etc.
2. Customers and Admins shall properly inform Users about the purpose of using the Service, what information may and may not be entered, the handling of personal information, the prohibition on entering special care-required personal information, the scope of external integrations, etc.
3. Customers and Admins shall use the Service within a scope that does not violate the Customer’s internal rules, the rules of the organizations to which Users belong, laws and regulations, contracts, or agreements with relevant parties.
4. The Company is not liable for results arising from settings, granting of permissions, external integrations, data export, inviting Users, sending notifications, or other administrative actions by Customers and Admins, except in cases of the Company’s intent or gross negligence.

Article 9 (Permissions, Visibility, and Authoritative Records)

1. The Service manages information sharing separately from permission to change. While the viewable scope emphasizes sharing needed for operations, permissions to edit, approve, confirm, publish, delete, export, send externally, etc. are controlled based on roles and scopes.
2. Information on the Service may be managed by status labels such as in progress, being updated, confirmed, and superseded, as well as approval history, change history, audit logs, etc.
3. Users must not treat information that is in progress, AI-generated, a draft, unapproved, expired, being updated, or otherwise unconfirmed as confirmed information.
4. Even confirmed information may be changed through procedures such as change requests, approval, version control, and re-confirmation.
5. The Company provides features such as Authoritative Record management, approvals, change history, and audit logs, but these do not replace the Customer’s or Users’ business judgment, approvals, publication, or ultimate operational responsibility.

Article 10 (Data Classification and Input Restrictions)

1. Users shall handle information on the Service appropriately according to its classification: Public (information that may be made public), Internal (information that may be shared within the Team), Restricted (information that should be shared only with relevant parties within the scope of their permissions, such as request contents, assignees’ contact details, internal approvals, and unpublished materials), Confidential (information requiring especially strict management, such as personal information, contracts, billing, problems, incidents, and sensitive internal decisions), Secret (API keys, OAuth tokens, signing keys, passwords, and other information that must be kept secret even within systems), and other classifications set by the Company or the Customer.
2. Users shall enter and share highly confidential information, such as personal information, contact details, request contents, internal approvals, contracts, billing, problems, incidents, and unpublished materials, only to the extent of the necessary purpose, scope, and period.
3. Users must not enter information classified as Secret in regular input fields, comments, free text, attachments, chat, notification text, AI prompts, etc. of the Service, except in features the Company has explicitly designated for managing Secrets.
4. Users must not enter into the Service special care-required personal information (meaning race, creed (including religion and political beliefs), social status, medical history (including chronic illnesses and history of hospital visits), disabilities, results of medical checkups, information about medical treatment and dispensing, criminal records, the fact of having suffered harm from a crime, etc.) or information about allergies or other health conditions.
5. Even where business considerations are needed, Users shall not record the information in the preceding paragraph on the Service, and shall limit what they record to whether consideration is needed and other minimum necessary matters that do not constitute such information, or to references to information managed outside the Service.
6. If a User mistakenly enters information contrary to the preceding paragraphs, the Customer, Admins, and the Company may take necessary measures such as limiting its viewing and spread, deleting or masking it, and recording the response in the audit log.

Article 11 (Handling of Personal Information)

1. The Company handles personal information in the Service in accordance with the Privacy Policy.
2. With respect to personal information that the Customer or Users enter into the Service, where the Customer has obligations as a business operator handling personal information, the Customer shall, at its own responsibility, obtain the necessary consent, give notice, make announcements, take security control measures, supervise service providers, respond to requests for disclosure, etc., and take other measures.
3. The Company may store, display, search, notify, integrate externally, process with AI, record in audit logs, export, provide support for, etc. personal information to the extent necessary to provide the Service.
4. The Company endeavors to minimize the inclusion of personal and confidential information in notification text, logs, AI input, exports, etc.
5. Users must not enter third parties’ personal information into the Service without the consent of the person concerned or relevant parties, the Customer’s rules, a legal basis, or other legitimate reason.
6. With respect to personal information that the Customer or Users enter into a Team, the Company handles it as a party entrusted by the Customer, to the extent necessary to perform the Service Agreement.

Article 12 (Handling of Customer Data and Secrecy of Communications)

1. Rights to data stored on the Service by Customers and Users (including User Content; “Customer Data”) belong to the Customer, the User, or the legitimate rights holder (with respect to User Content, as set out in Article 21).
2. The Company reasonably separates Customer Data from other customers’ data through technical and organizational measures.
3. The Company handles Customer Data to the extent necessary to provide and maintain the Service, ensure security, respond to failures, prevent misuse, manage contracts and billing, and respond as required by law. The Company’s staff review the content of Customer Data only for support at the request of the Customer or a User, responding to failures or security issues, fulfilling legal obligations, or other legitimate business needs; such review is kept to the minimum necessary, and access is managed by logging or other means. However, the Company’s staff view data obtained from Google (including summaries and search indexes created from Google Drive documents) only in the cases set out in Article 5, Paragraph 5 of the Privacy Policy.
4. The Company protects the secrecy of communications in the Service in accordance with the Telecommunications Business Act and other laws. However, this does not apply when required by law, with the consent of the Customer or User, in cases of self-defense or necessity, or as otherwise permitted by law.
5. The Company may entrust the handling of Customer Data to cloud service providers and other third parties to the extent necessary to provide the Service. In such cases, the Company supervises the service providers as necessary and appropriate.

Article 13 (AI Features)

1. In principle, the output of AI Features is a suggestion, summary, draft, candidate, or supplementary information, and does not constitute confirmed information, legal advice, accounting advice, medical advice, a final decision, or a guarantee by the Company.
2. When using the output of AI Features, Users shall check its content at their own or their organization’s responsibility, and revise, approve, and confirm it as necessary.
3. In areas requiring accountability, such as approvals, publication, billing, permission changes, personal information, important notices, contracts, legal affairs, and incident response, Users shall have the output checked and confirmed by a person or by explicit rules.
4. Information passed to AI Features may be limited based on the User’s permission scope and the design of the Service.
5. Users must not enter into AI Features Secrets, special care-required personal information, or information unsuitable for AI processing under laws, contracts, or rules.
6. The Company does not guarantee the quality, accuracy, completeness, usefulness, fitness for a particular purpose, or continued availability of AI Features, or the specifications or behavior of external AI models.
7. To the extent necessary to provide AI Features, such as processing AI Features a User has instructed to run and creating search indexes of Google Drive documents, the Company sends the necessary information to AI providers selected by the Company (including providers located outside Japan). The Company does not use Customer Data to train its own AI models. The Company uses AI providers’ services under terms of use providing that submitted information is not used to train the providers’ models. However, AI providers may log submitted information for a limited period to detect and prevent misuse and for similar purposes, and the location is not limited to Japan. Details are set out in the Privacy Policy.
8. AI Features are available only to Users aged 18 or older. The Customer must not let Users under 18 use AI Features.
9. In a Team used by Users under 18, the Customer shall have the Owner or an Admin with authority to change settings turn off AI Features in the Team settings. In a Team where AI Features are turned off, the Company does not send that Team’s information to AI providers (including creating search indexes of Google Drive documents and AI processing run by the Service when called from an External Client), and no Credits are consumed by AI Features. However, External Clients that Users connect themselves (Article 15, Paragraphs 7 and 8) are outside the scope of this setting.
10. The Company has no obligation to verify Users’ ages. The Customer shall, at its own responsibility and expense, deal with any problems arising from failure to manage as described in the preceding two paragraphs.

Article 14 (Notifications, Email, and External Transmission)

1. The Service may send notifications about requests, approvals, changes, deadlines, tasks, contracts, billing, failures, maintenance, security, data retention, re-subscription, and other matters concerning the Service, within the Service, by email, chat, External Integration Services, or other means.
2. For information classified as Restricted or Confidential, notifications may omit details from the notification text and focus on a summary and a link within the Service.
3. Users shall properly check the permissions and recipients of notification destinations, external integration destinations, and sharing destinations.
4. Because permissions may change after a notification is sent, Users must not include excessive confidential information in notification text, email text, external chat, etc.
5. Separately from the notifications in Paragraph 1, the Company sends marketing emails informing Users about new features, ways to use, events, campaigns, etc. of the Service and the Company’s services only if the User has consented to receive them separately from agreeing to these Terms. Agreement to these Terms does not include consent to receive marketing emails. The sender of marketing emails is the Company (Xgene Inc.). Customers and Admins cannot give such consent on behalf of other Users.
6. Users can unsubscribe from marketing emails at any time from the link in the marketing email or from the settings screen of the Service. Unsubscribing does not affect use of the Service, and notifications in Paragraph 1 necessary for providing the Service (invitations, authentication, billing, security, changes to these Terms, etc.) continue to be sent.
7. Emails sent by the Company include mechanisms for confirming opens and measuring link clicks, to check delivery and measure effectiveness. Details are set out in the Privacy Policy.

Article 15 (External Integration Services)

1. The Service may integrate with Google Workspace and other External Integration Services.
2. When using External Integration Services, Users shall comply with the terms, policies, administrator settings, permissions, and billing conditions of those services.
3. Some features of the Service may be unavailable due to changes in specifications, failures, suspension, expired authentication, permission changes, API limits, data inconsistencies, or other reasons beyond the Company’s control relating to External Integration Services.
4. The Company does not guarantee the availability, accuracy, continuity, security, data retention, provision to third parties, or specification changes of External Integration Services.
5. The Company endeavors to limit the information obtained and sent in integrations with External Integration Services to the scope necessary for the purpose of the integration.
6. Files and folders created or operated on from the Service through integration with Google Drive are stored in the Google account of the User or Customer, and are not deleted by deleting a Team, removing a Member from a Team, or the procedure for deleting personal data from ZARMS set out in Article 18, Paragraph 7. The User or Customer is responsible for managing them.
7. If a User issues an API key to, or authorizes a connection with, an External Client, the Company sends Customer Data to that External Client within the authorized scope. The handling of Customer Data at the External Client is governed by its provider’s conditions, and the Company is not liable except where attributable to the Company. Users can stop the transmission at any time by disabling the API key or revoking the connection.
8. Use of External Clients that Users choose and connect themselves (including external AI agents) is governed by the contract between the User and the provider. The Company does not manage External Clients and is not liable for their behavior or output except where attributable to the Company. Users shall, at their own responsibility, comply with the External Client provider’s terms of use, including age restrictions. The Customer shall, as necessary, establish rules within the Team for Users’ connection of External Clients.

Article 16 (Audit Logs and Usage Records)

1. For security, Authoritative Record management, approvals, billing, permission management, incident response, audits, and accountability under laws and contracts, the Service may record sign-ins, views, creation, edits, deletion, approvals, returns, permission changes, external transmission, AI use, exports, changes in contract status, and other operations.
2. Audit logs include the type of operation, target, actor, time, result, summary of before and after the change, classification information, etc. Audit logs do not record IP addresses or user agents.
3. The Company endeavors not to record raw values of Secret or Confidential information, special care-required personal information, or unnecessary personal information in logs.
4. Audit logs may be preserved by methods such as tamper prevention, append-only storage, hash chains, and signed storage.
5. Viewing of audit logs is limited to the Customer, Admins, auditors, the Company’s staff, and others with the necessary permissions, and the viewing operation itself may be recorded.
6. The handling of audit logs when a Team is deleted follows Article 18, Paragraphs 5 and 6.
7. The period during which audit logs can be viewed on the Service is set out in the Price List, etc. or in Help. Audit logs past that period can no longer be viewed on the Service. The Company retains audit logs for seven years from recording and then deletes them (if a Team is deleted, Article 18, Paragraph 6 applies).

Article 17 (Data Export)

1. Depending on permissions and contract terms, the Service may provide the Customer or Admins with a feature to export data in the Team outside the Service (including bulk export of the entire Team (Takeout); exporting by this feature is referred to as “Export”).
2. For Exports that include Restricted or Confidential information, strong permission checks, audit logging, and explicit specification of scope, period, and format may be required.
3. Secrets are not included in Exports unless the Company has explicitly stated otherwise.
4. Users shall properly manage exported data at their own or their organization’s responsibility, and comply with laws, contracts, and rules concerning provision to third parties, re-sharing, retention periods, deletion, disposal, etc.
5. The Company is not liable for damages arising from the User’s or Customer’s handling of exported data outside the Service, except in cases of the Company’s intent or gross negligence.

Article 18 (Contract Status, Usage Restrictions, and Data Retention)

1. Teams of the Service are managed according to contract or lifecycle statuses such as PoC, trial, active, past_due, suspended, cancelled, archived, deleting, deleted, and other statuses set by the Company.
2. Depending on the contract status, features, capacity, support, external transmission, AI use, new creation, editing, viewing, Export, re-subscription paths, etc. may be restricted.
3. Cancellation of a paid plan and termination of the Service Agreement do not in themselves mean deletion of the Team or immediate complete erasure of data.
4. If a paid plan is canceled, the Team continues on the Free Plan from the time the cancellation takes effect. If the Service Agreement ends due to cancellation under Article 27 or 28, expiry of an individual contract, or other reasons (excluding deletion of the Team), the Team enters a canceled state, and its use is limited to Export, deletion of the Team, re-subscription, and other procedures prescribed by the Company. In either case, data in the Team is retained until the Owner deletes the Team under the next paragraph, and the Company does not delete it automatically (except for audit logs past the period set out in Article 16, Paragraph 7). The Company handles retained data in the Team only within the scope set out in Article 11, Paragraph 6 and Article 12, Paragraph 3. The Customer can erase data in the Team at any time by deleting the Team as set out in the next paragraph. The period during which Export can be performed in the canceled state, who can perform it, and other conditions are shown on the Service or in Help.
5. Deleting a Team is an operation separate from cancellation of a paid plan, and is treated as an irreversible operation meaning complete erasure of data in the Team. A Team is deleted by a User with Owner authority over that Team by the procedure prescribed by the Company, and a Team cannot be deleted while a paid plan contract continues (including after the cancellation procedure, until the last day of the billing period). Once deletion is confirmed, User Content in the Team is erased immediately (the handling of audit logs and billing and payment records follows the next paragraph), and it can no longer be restored or exported. The Customer shall, at its own responsibility, export any necessary data before deletion. Unused Credits are forfeited upon deletion and are not refunded, nor are fees already paid (Article 19, Paragraph 3, Item 1 and Paragraph 6).
6. Due to laws, contracts, accounting and tax requirements, dispute handling, audits, security, backups, or technical constraints, the Company may retain logs, backups, evidence, and other information for a certain period even after deletion. Audit logs at the time of Team deletion are retained separately from the Team’s data for one year after deletion (or, for those reaching seven years from recording before then, until that time), viewable only by the Company, used only for security, dispute handling, and accountability under laws and contracts, and deleted after the period ends. Billing and payment records are retained even after Team deletion for the statutory retention period (in principle seven years, or longer if required by law), viewable only by the Company, used only for accounting and tax purposes, handling billing inquiries and disputes, and fraud prevention, and deleted after the period ends. Backups are taken daily and retained for seven days, and information remaining in backups is erased within about seven days of deletion as backups past the retention period are erased in sequence. During that time, it is not used for any purpose other than recovery from failures.
7. Users cannot leave a Team themselves. Removing a Member from a Team is performed by the Team’s Admin (Owner or Manager). A User who is the sole Owner shall transfer Owner authority to another User or delete the Team. A User who does not belong to any Team can delete their name, email address, sign-in information, and other information about themselves from the Service by the procedure prescribed by the Company (this procedure is referred to as “deleting personal data from ZARMS”). While belonging to any Team, a User cannot delete personal data from ZARMS. If you cannot contact the Admin of your Team, please contact the Company (support@zarms.cloud). Even after personal data is deleted from ZARMS, comments and other User Content posted by the User in a Team and records of their operations remain as data of the Customer’s Team, and the poster or operator, and mentions of that User, are shown as “Deleted member” or similar. The handling of information when personal data is deleted from ZARMS follows the Privacy Policy.

Article 19 (Fees and Payment)

1. The fees for the Service consist primarily of a fixed fee per Team (a fee for each billing period (monthly or annual) set out in the Price List, etc.; the “Plan Fee”) and usage-based charges such as additional purchases of Credits. The amounts, plan contents, free trial, granting, expiry, and purchase units of Credits, and other specific conditions follow the Price List, etc. The Plan Fee does not depend on the number of Users, and no per-seat charges are made based on the number of Users.
2. The Customer shall pay the fees by the methods (such as credit card payment and payment of invoices issued through the payment service provider) and by the due dates set out in the Price List, etc. For invoice payment, the Customer shall pay by the due date stated on the invoice, and bank transfer fees are borne by the Customer. Additional purchases of Credits are charged at the time of purchase, and there is no deferred usage-based billing or monthly subscription dedicated to Credits (unless otherwise provided in the Price List, etc.).
3. Credits are handled as follows:
   1. Credits are a unit for calculating usage of processing that incurs external costs, and currently are consumed only by the use of AI Features (the Company may, in accordance with Article 30, add non-AI processing that incurs external costs per execution (such as API calls) to what consumes Credits). Credits cannot be exchanged for cash, refunded, transferred, or moved between Teams (unless otherwise provided by law).
   2. Whether a free trial is offered, its scope and period, the amount and expiry of granted Credits, the units, quantity limits, and expiry of additional purchases, whether additional purchases are available on the Free Plan, and other details are set out in the Price List, etc.
   3. Admins shall set a monthly usage cap for each Team. The Company stops running AI Features when the monthly usage cap is reached, and if no cap is set, does not allow usage beyond the granted Credits and stops running AI Features when the granted amount is used up (in either case, the cap is never raised automatically).
   4. The Company endeavors to display the expected consumption before running AI Features, and may send notifications when a certain percentage of the cap is reached.
4. As for plan changes, upgrades take effect immediately and the difference in Plan Fees is charged on a prorated basis. A plan change in itself does not grant additional Credits (unless otherwise provided in the Price List, etc.). Downgrades from a paid plan to the Free Plan take effect at the end of the last day of the billing period, and downgrades between paid plans take effect immediately; in the latter case, the difference in Plan Fees is calculated on a prorated basis and reflected in the next bill (unless otherwise provided in the Price List, etc.). However, where a billing period has not started, such as during a free trial or when choosing a plan at the end of the trial, the change takes effect at the time set by the Company (in principle, immediately). Downgrades do not delete existing data. While a Team exceeds the limits of its plan (number of Members, number of Boards, etc., as set out in the Price List, etc.), new creation in that Team (including creation via the API or External Clients and adding Members) is suspended, but existing data can still be viewed and edited, comments can be posted, settings can be changed, and no data is deleted (details follow the Price List, etc.).
5. In the event of late payment, non-payment (including where an invoice is not paid after its due date), payment failure, credit problems, or other breach of contract (the grace period before suspension and other handling are set out in the Price List, etc.), the Company may, after notice or without notice in urgent cases, restrict or suspend the provision of all or part of the Service (including use of AI Features) or cancel the Service Agreement.
6. Fees already paid are not refunded unless otherwise provided by law, these Terms (Article 23, Paragraph 4), or an individual contract.
7. The Company may change the fees and other conditions set out in the Price List, etc. in accordance with Article 30. Changes to fees apply from the billing period starting on or after the effective date of the change.

Article 20 (Prohibited Conduct)

In using the Service, Users must not engage in the following conduct:

1. Conduct that violates laws, public order and morals, contracts, the rules of the organization to which the User belongs, or these Terms
2. Intentionally entering, sharing, or confirming false, inaccurate, or misleading information
3. Conduct that infringes the intellectual property rights, privacy rights, reputation, credibility, trade secrets, or other rights or interests of other Users, Customers, the Company, or third parties
4. Improperly entering, sharing, sending externally, entering into AI, or exporting personal information, confidential information, Secrets, or special care-required personal information
5. Viewing, obtaining, changing, deleting, exporting, sending externally, approving, confirming, or publishing information beyond one’s permissions
6. Sharing, lending, transferring, or selling accounts, credentials, invitation links, sessions, API keys, etc. to third parties
7. Placing excessive load on the Service or External Integration Services
8. Reverse engineering, disassembling, or decompiling the Service, improperly probing for vulnerabilities, unauthorized access, circumventing security, or circumventing permission controls
9. Sending or storing malware, viruses, spam, phishing, fraud, harassment, discrimination, threats, violent expressions, illegal content, or other inappropriate information
10. Impersonating the Company, Customers, other Users, or third parties
11. Interfering with the operation, maintenance, security, or credibility of the Service, or with other Users’ use of it
12. Reselling, re-providing, lending, or having others use the Service commercially on one’s behalf without the Company’s prior approval
13. Any other conduct that the Company, on reasonable grounds, deems inappropriate as being equivalent to any of the above

Article 21 (Rights to User Content)

1. Rights to User Content are reserved by the User, the Customer, or the legitimate rights holder.
2. Users and Customers grant the Company (including its service providers) a royalty-free license to use User Content to the extent necessary for use, storage, display, reproduction, modification, transmission, notification, search, analysis, backup, AI processing, Export, and audit logging on the Service, and for the other purposes set out in Article 12, Paragraph 3.
3. Users represent and warrant that User Content does not infringe the rights of third parties and that they have the authority, consent, and permissions necessary to enter and share it on the Service.
4. The Company may delete, hide, mask, restrict access to, stop sharing, or take other necessary measures regarding User Content based on laws, contracts, these Terms, security, infringement of rights, or operational needs.

Article 22 (Intellectual Property Rights)

1. Intellectual property rights in the Service, software, designs, UI, logos, trademarks, documentation, Help, templates, samples, AI Features, data models, know-how, and all other content provided by the Company belong to the Company or to third parties with legitimate rights.
2. The license to use the Service under these Terms does not mean an assignment of, or exclusive license to, intellectual property rights in the Service.
3. Users must not use the Company’s trade name, trademarks, logos, or service names in advertising, promotion, public materials, etc. without the Company’s prior approval, except to indicate, within a reasonable scope, the fact that they use the Service as a Customer.

Article 23 (Changes, Suspension, and Termination of the Service)

1. The Company may change, add to, suspend, or terminate all or part of the Service for reasons such as feature improvements, specification changes, security measures, legal compliance, changes to External Integration Services, or business decisions.
2. The Company may temporarily suspend all or part of the Service due to maintenance, failures, overload, failures of external services, disasters, communication line failures, unauthorized access, emergency security responses, or other unavoidable reasons.
3. The Company endeavors to give notice in advance or after the fact, by reasonable means, of important changes, extended suspensions, termination of the Service, etc., except in urgent cases.
4. If the Company terminates the provision of the entire Service, it will notify Customers with a reasonable period of notice and provide a period during which Customers can export Customer Data. In this case, the Company will refund to the Customer, calculated on a prorated basis, the portion of Plan Fees already paid that corresponds to the period from the day after the Service’s end date. Unused Credits are handled in accordance with the law.

Article 23-2 (Beta Period)

1. During the period in which the Company labels the Service as “beta” on the Service or on its website (the “Beta Period”), the Service is in a pre-release stage, and its features, specifications, screens, performance, fees, plan contents, and other terms may change before the official release.
2. During the Beta Period, the Company may make the changes described in the preceding paragraph without giving the advance notice period under Article 23, Paragraph 3 and Article 30, Paragraph 2. Even in that case, the Company will announce the changes promptly afterward, on the Service, on its website, or by other appropriate means. However, changes to fees apply, in accordance with Article 19, Paragraph 7, only from the billing period that begins on or after the effective date of the change.
3. The end of the Beta Period will be announced separately on the Service or on the website. This Article ceases to apply as of the day the Beta Period ends.

Article 24 (Disclaimer of Warranties)

1. The Company does not warrant that the Service will fit a User’s or Customer’s particular purpose, achieve expected results, completely prevent incidents in business operations, fully ensure compliance with laws, rules, or contracts, or be free of errors, bugs, failures, interruptions, or security defects.
2. AI output, templates, samples, Help, notification text, classifications, recommendations, analysis results, and other supporting information on the Service are for reference, and final decisions are the responsibility of the User or Customer.
3. The Company is not liable for problems caused by External Integration Services, communication lines, cloud services, devices, browsers, third-party software, Users’ settings, or the Customer’s operations, except where attributable to the Company.

Article 25 (Limitation of Liability)

1. The Company is liable, in accordance with this Article, for damages incurred by Customers or Users in connection with the Service only where attributable to the Company.
2. Except in cases of the Company’s intent or gross negligence, damages compensated by the Company are limited to ordinary and direct damages actually incurred, and do not include lost profits, indirect damages, special damages, loss of data, damage to reputation, or damages from interruption or delay of business.
3. Except in cases of the Company’s intent or gross negligence, and unless otherwise provided in an individual contract, the Company’s total liability for damages to a Customer and the Users of that Customer’s Team is limited to the total fees for the Service actually paid by that Customer to the Company in the 12 months preceding the time the event causing the damage occurred.
4. If a Customer or User is a consumer as defined in Article 2, Paragraph 1 of the Consumer Contract Act, the provisions of these Terms exempting or limiting the Company’s liability do not apply where the Company has intent or gross negligence, and apply to limit the Company’s liability within the scope of Paragraphs 2 and 3 only where the Company has slight negligence (negligence other than gross negligence). In this case, if the cap calculated under Paragraph 3 is less than JPY 10,000, the cap on the Company’s liability for damages is JPY 10,000.

Article 26 (Indemnification by Users)

If the Company incurs damages, costs, claims, disputes, administrative responses, attorney’s fees (limited to a reasonable amount), etc. because a User or Customer has violated these Terms, laws, contracts, third-party rights, or the rules of the organization to which they belong, that User or Customer shall resolve the matter at their own responsibility and expense and compensate the Company for the damages incurred.

Article 27 (Suspension of Use and Cancellation of the Contract)

1. If a User or Customer falls under any of the following, the Company may, without prior notice, suspend use of all or part of the Service, suspend accounts, restrict permissions, restrict data export, cancel the contract, or take other necessary measures:
   1. Violation of these Terms
   2. Late payment of fees
   3. Unauthorized access, exceeding permissions, information leakage, or a security risk
   4. Provision of false information or impersonation
   5. Falling under, or being involved with, Antisocial Forces as defined in Article 28, Paragraph 1
   6. A risk of causing serious damage to the Company, other Users, Customers, or third parties
   7. Any other cause equivalent to the above that leads the Company to reasonably determine that continuing to provide the Service is inappropriate
2. When taking measures under the preceding paragraph, except in urgent cases, the Company endeavors to give notice in advance where possible and provide an opportunity for correction. The Company is not liable for damages incurred by a User or Customer due to measures under the preceding paragraph, except where attributable to the Company.
3. Retention, Export, deletion, and re-subscription of data after suspension of use or cancellation of the contract follow Article 18 and the provisions of any individual contract.

Article 28 (Exclusion of Antisocial Forces)

1. Users and Customers represent and warrant that they, their officers, and persons who substantially control or are involved in their management do not currently, and will not in the future, fall under any of the following, and do not have any socially reprehensible relationship with any of the following: organized crime groups, members of organized crime groups, persons for whom five years have not passed since ceasing to be members of organized crime groups, quasi-members of organized crime groups, companies related to organized crime groups, corporate racketeers, rogues claiming to be social or political movements, special intelligence violence groups, or other persons equivalent to these (collectively, “Antisocial Forces”).
2. Users and Customers shall not provide benefits to Antisocial Forces, lend their names, make unreasonable demands, make threats, use violence, damage credibility, obstruct business, or engage in other equivalent conduct.
3. If a User or Customer violates either of the preceding two paragraphs, the Company may cancel the Service Agreement and suspend use without any notice. In this case, the Company is not liable for damages incurred by the User or Customer due to the cancellation or suspension.

Article 29 (Confidentiality)

1. Users and Customers must not use, disclose, or leak, without legitimate authority or purpose, any non-public business, technical, operational, or other information of the Company, other Users, other Customers, or third parties that they learn in connection with use of the Service.
2. The obligation in the preceding paragraph survives the end of use of the Service.
3. When making a disclosure based on laws, orders of courts or administrative agencies, or audit requirements, the User or Customer shall, where possible, notify the relevant parties in advance and limit the scope of disclosure to the minimum necessary.

Article 30 (Changes to These Terms)

1. In any of the following cases, the Company may change these Terms without obtaining the individual consent of Customers and Users, in accordance with Article 548-4 of the Civil Code:
   1. When the change conforms to the general interests of Customers and Users
   2. When the change does not contradict the purpose of the Service Agreement and is reasonable in light of the necessity of the change, the appropriateness of the changed content, and other circumstances related to the change
2. When making a change under the preceding paragraph, the Company will set an effective date and, with a reasonable period before the effective date, give notice of the change, the changed content, and the effective date on the Service, on its website, by email, or by other appropriate means. A change under Item 2 of the preceding paragraph does not take effect unless notice is given by the effective date.
3. Changes not under the preceding two paragraphs are made after obtaining the consent of Customers and Users by the method prescribed by the Company.
4. Even for changes under Paragraph 1, the Company may ask for agreement to the changed Terms on the Service’s screens and restrict use of the Service’s screens until agreement is given. However, a change under Paragraph 1 takes effect on the effective date after notice under Paragraph 2, regardless of whether such agreement is given, and also applies to use through the API, External Clients, and other methods that do not go through the screens.

Article 31 (Communications and Notices)

1. Notices from the Company to Users or Customers are given by display on the Service, email, the admin screen, chat, written documents, the Company’s website, or other methods the Company deems appropriate.
2. Users and Customers shall keep their contact details, Admins, billing contacts, and notification settings up to date so that they can receive notices from the Company.
3. Communications from Users or Customers to the Company shall be made through the contact points, admin screen, email, or other methods designated by the Company.

Article 32 (Assignment of Status, etc.)

1. Users and Customers may not assign, transfer, pledge as security, or have a third party succeed to all or part of their status, rights, or obligations under these Terms or the Service Agreement without the Company’s prior written consent.
2. If the Company transfers the business related to the Service to a third party (including, in addition to a business transfer, a company split and any other case in which the business is transferred), the Company may, in connection with the transfer, assign its status under the Service Agreement, its rights and obligations under these Terms, and Customer Data (including personal information) to the transferee of the business, and Customers and Users consent to this in advance under this paragraph. However, the handling of data obtained from Google follows Article 5 of the Privacy Policy.

Article 33 (Survival)

Even after the Service Agreement ends, the provisions of Articles 11 and 12, Article 15, Paragraphs 6 to 8, Article 16, Paragraph 6, Article 17, Paragraphs 4 and 5, Article 18, Paragraphs 3 to 7, Article 19, Paragraph 6, Articles 21 and 22, Articles 24 to 26, Article 27, Paragraph 3, Article 28, Paragraph 3, Article 29, Article 32, this Article, and Articles 34 and 35 remain in effect.

Article 34 (Severability)

Even if any provision of these Terms, or any part of one, is held invalid or unenforceable under the law, the remaining provisions of these Terms and the remaining part of that provision continue in effect.

Article 35 (Governing Law and Jurisdiction)

1. These Terms and the use of the Service are governed by the laws of Japan.
2. Any dispute between the Company and a User or Customer relating to these Terms or the Service is subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
3. The Japanese version of these Terms is the official text. If there is any difference between a translation and the Japanese version, the Japanese version prevails.

Article 36 (Contact)

Please direct inquiries about the Service to the following contact points.

Xgene Inc.
N&E BLD. 6F, 1-12-4 Ginza, Chuo-ku, Tokyo 104-0061, Japan

• Signed-in Members: the inquiry channel within the Service (details)
• People who cannot sign in to the Service: email (support@zarms.cloud)
• People considering adopting the Service: email (contact@zarms.cloud)

Established: November 11, 2026
Effective: November 11, 2026