お客様向け規約

2.1 Provision of Services. Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Ziddny World grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit its Users to access and use the Services and the Documentation during the Subscription Term. For the avoidance of doubt, the Customer and its Users may not resell, sublicense, or otherwise grant any third party the right to access or use the Services to create avatars, but they may sell or otherwise distribute access to interact with the avatars that they have lawfully generated through permitted use of the Services.

2.2 Agreement Term. This Agreement commences on the Effective Date and continues until the expiry or termination of all Subscription Terms.

2.3 Subscription Term and Renewals. The subscription shall commence on the date specified in the Order Form (the "Subscription Start Date") and shall continue for the Initial Subscription Term. Thereafter, the subscription will automatically renew for successive Renewal Terms unless either party gives the other written notice of non-renewal before the end of the then-current term.

3.1 Service Provision. Ziddny World will make the Services available to the Customer and its Users pursuant to this Agreement and the applicable Order Form, and will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Ziddny World shall give at least 8 hours electronic notice), and (b) any unavailability caused by circumstances beyond Ziddny World's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack ("Force Majeure Event").

3.2 Support. Ziddny World will provide the Customer with its standard customer support services during its normal business hours in Japan.

3.3 Modifications. Ziddny World may update or modify the Services from time to time. Any changes that materially affect expected functionality or interoperability shall be notified in advance.

4.1 General Responsibilities. The Customer shall provide Ziddny World with all necessary co-operation in relation to this Agreement.

4.2 Account Security. The Customer is responsible for all activities that occur under its accounts and for maintaining the confidentiality of all User usernames and passwords. The Customer agrees to notify Ziddny World promptly of any unauthorized use of its account or any other breach of security.

4.3 User Compliance. The Customer shall be responsible for any User's breach of this Agreement or the Terms of Use. The Customer agrees to take all reasonable steps to ensure that Users comply with these terms.

4.4 Terms of Use.

• The Customer shall ensure that every User agrees to the Terms of Use or equivalent terms before gaining access to the Services (for example, through a click-wrap, sign-up checkbox, or any other binding mechanism). The Customer shall keep reasonable evidence of each User's acceptance of such terms.
• Ziddny World reserves the right to modify the Terms of Use at its sole discretion. Ziddny World will provide the Customer with at least thirty (30) days' prior written notice of any material changes. The Customer shall be responsible for notifying its Users of such changes and ensuring their continued compliance.

4.5 Customer Data and Consents.

• The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
• The Customer warrants and represents that it has obtained, and will maintain throughout the Subscription Term, all necessary rights, consents, licences, and permissions from Users and any other relevant third parties required to permit:
  (a) the Customer to provide the Customer Data to Ziddny World; and
  (b) Ziddny World to process the Customer Data (including any Personal Data) in accordance with this Agreement for the purpose of providing the Services.
• This obligation includes, without limitation, obtaining any explicit consent required under Applicable Data Protection Law for the processing of Special Category Personal Data, including any Biometric Data processed by the Services to generate the Output. The Customer acknowledges that the Services involve the processing of such data and that it is the Customer's sole responsibility as data controller to establish a valid legal basis for such processing.

4.6 Acceptable Use Policy.

5.1 Fees. The Customer shall pay the Fees specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) Fees are based on the Services purchased, (b) payment obligations are non-cancellable and Fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term.

5.2 Invoicing and Payment. Fees will, as applicable, be charged or invoiced in advance in accordance with the billing frequency stated in the Order Form. Invoices are due net thirty (30) days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to Ziddny World and notifying Ziddny World of any changes to such information.

5.3 Fee Adjustments. Ziddny World may adjust the Fees for any Renewal Term by providing the Customer with at least thirty (30) days' notice prior to the start of the Renewal Term. If the Customer does not agree to the adjusted Fees, the Customer may terminate this Agreement by providing written notice to Ziddny World at least thirty (30) days before the Renewal Term begins, and the Agreement will end at the conclusion of the then-current Subscription Term.

5.4 Overdue Charges. If any invoiced amount is not received by Ziddny World by the due date, then without limiting Ziddny World's rights or remedies, Ziddny World may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Clause 5.2.

5.5 Suspension of Service. If any amount owing by the Customer under this or any other agreement for Ziddny World's services is overdue, Ziddny World may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.

5.6 Taxes. The Fees are exclusive of any taxes, levies, duties, or similar governmental charges of any nature, including value-added, sales, use or withholding taxes, by any jurisdiction whatsoever (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder.

6.1 Ziddny World IPR. The Customer acknowledges that all Intellectual Property Rights in the Services, the Platform, the Documentation, and any modifications or enhancements thereto belong and shall belong to Ziddny World or its licensors. This Agreement does not grant the Customer any Intellectual Property Rights or licences in respect of the Services, the Platform, or the Documentation, except as expressly stated herein.

6.2 Customer IPR. As between the parties, the Customer shall own all right, title, and interest to all Customer Data. The Customer hereby grants to Ziddny World and its Affiliates a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, adapt, and process the Customer Data for the purposes of providing the Services to the Customer, fulfilling its duties under this Agreement, and for internal business development, research, and service improvement purposes.

6.3 Outputs. Subject to the Customer's full compliance with this Agreement and payment of all applicable Fees, Ziddny World assigns and transfers to the Customer all Intellectual Property Rights in the Outputs generated by the Customer's Users through their use of the Services, if and to the extent such Intellectual Property Rights vest in Ziddny World.

6.4 Feedback. If the Customer or its Users provide any suggestions, enhancement requests, recommendations, or other feedback relating to the Services ("Feedback"), the Customer grants Ziddny World a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any such Feedback.

7.1 Roles of the Parties. The parties acknowledge that for the purposes of Applicable Data Protection Law, the Customer is the data controller and Ziddny World is the data processor in respect of processing of any Personal Data contained within Customer Data.

7.2 Data Processing. Ziddny World's Data Processing Addendum sets out the scope, nature, and purpose of processing by Ziddny World, the duration of the processing, and the types of Personal Data and categories of data subjects. Ziddny World shall process such Personal Data only on the documented instructions of the Customer, as set out in this Agreement and the DPA.

7.3 Ziddny World as Controller. The Customer acknowledges that Ziddny World may process Personal Data relating to the Customer's account management, billing, and marketing activities, for which Ziddny World acts as a data controller. Such processing is governed by Ziddny World's Privacy Policy, available at [URL].

8.1 Confidentiality Obligation. Each party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after its termination, disclose to any person any Confidential Information of the other party, except as permitted by Clause 8.2.

8.2 Permitted Disclosures. A party may disclose the other party's Confidential Information:

• to its employees, officers, representatives, subcontractors, or professional advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided that such recipients are bound by confidentiality obligations no less protective than those in this Agreement; and
• as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

8.3 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than reasonable care.

9.1 Ziddny World Warranties. Ziddny World warrants that:

• it will provide the Services with reasonable skill and care and in a professional manner;
• the Services will perform materially in accordance with the Documentation; and
• it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement

9.2 Customer Warranties. The Customer warrants and represents that:

• it has the legal power and authority to enter into this Agreement;
• the Customer Data shall not infringe any third-party Intellectual Property Rights or violate any Applicable Law; and
• it has complied and will continue to comply with its obligations under Clause 4.4 (Terms of Use) and Clause 4.5 (Customer Data and Consents).

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE 9, THE SERVICES ARE PROVIDED "AS IS" AND ZIDDNY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ZIDDNY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE BASED ON GENERATIVE ARTIFICIAL INTELLIGENCE AND THAT ANY OUTPUT MAY CONTAIN INACCURACIES, ERRORS, OR MATERIAL THAT YOU FIND OFFENSIVE. ZIDDNY MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT.

10.1 Indemnification by Ziddny World. Ziddny World shall defend the Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against the Customer by a third party alleging that the Services infringe or misappropriate such third party's Intellectual Property Rights, and shall indemnify the Customer for any damages, attorney fees and costs finally awarded against the Customer as a result of a Claim.

10.2 Indemnification by Customer. The Customer shall defend Ziddny World and its Affiliates against any Claim made or brought against Ziddny World by a third party:

• alleging that the Customer Data, its processing by Ziddny World, or Outputs infringe or misappropriate the Intellectual Property Rights of a third party or violates Applicable Law;
• arising from the Customer's breach of its obligations under Clause 4 (Customer Obligations), including its obligations related to the Terms of Use and obtaining necessary consents under Data Protection Law; or
• arising from a User's breach of the Terms of Use or Acceptable Use Policy.

The Customer shall indemnify Ziddny World for any damages, attorney fees and costs finally awarded against Ziddny World as a result of, or for amounts paid by Ziddny World under a court-approved settlement of, such a Claim.

11.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Limitation of Liability. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 10, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO ZIDDNY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Unlimited Liability. Nothing in this Agreement shall limit or exclude a party's liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded by Applicable Law.

12.1 Term. This Agreement shall commence on the Effective Date and shall continue for the Subscription Term unless terminated earlier in accordance with this Clause 12.

12.2 Suspension. Ziddny World may suspend the Customer's or any User's right to access or use any portion or all of the Services immediately at any time if: (a) Ziddny World determines that the Customer's or a User's use of the Services poses a security risk, may adversely impact the Services or systems of Ziddny World or other customers, or may subject Ziddny World to liability; or (b) the Customer is in breach of Clause 5 (Fees and Payment).

12.3 Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4 Consequences of Termination. Upon termination or expiry of this Agreement for any reason:

• all rights and licences granted to the Customer under this Agreement shall immediately terminate;
• the Customer shall immediately pay to Ziddny World all outstanding unpaid Fees;
• each party shall return or destroy all Confidential Information of the other party; and
• Ziddny World will delete or anonymise Customer Data in its possession in accordance with the procedures and timeframes set out in the DPA.

12.5 Survival. The following clauses shall survive any termination or expiration of this Agreement: 1, 5, 6, 7, 8, 9.3, 10, 11, 12.4, 12.5, and 13.

13.1 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) for causes beyond that party's reasonable control.

13.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

13.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, Ziddny World may assign this Agreement in its entirety (including all Order Forms), without the Customer's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.4 Entire Agreement. This Agreement, including its Schedules and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

13.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.7 No Partnership or Agency. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.8 Third-Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

13.9 Governing Law and Jurisdiction. This Agreement is governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator(s). The language of the arbitration shall be English.