Terms of Service | Aokumo AI

These Terms form a binding agreement between the customer using the Services (“Customer,” “you,” or “your”) and the Aokumo entity identified in the applicable order form, subscription, statement of work, or other agreement referencing these Terms (the “Order Form”). That entity is referred to in these Terms as “Aokumo,” “we,” “us,” or “our.” If no Aokumo entity is identified in an Order Form, the contracting entity is Aokumo Co., Ltd., a company organized under the laws of Japan. If you accept these Terms on behalf of a company or other organization, you represent and warrant that you have the authority to bind that organization to these Terms. By accessing or using the Services, you agree to these Terms.

1. Agreement Structure

1. These Terms apply to Customer’s use of the Services. 2. Additional terms may apply through an Order Form, statement of work, data processing agreement, service-specific terms, security terms, or other written agreement between Customer and Aokumo. 3. If there is a conflict between these Terms and an Order Form or other agreement expressly agreed between the parties, the more specific agreement will control with respect to the subject matter of the conflict. 4. “Service Agreement” means these Terms together with the applicable Order Form and any other agreement expressly incorporated by reference.

2. The Services

1. Aokumo AI provides AI-enabled capabilities for IT operations, cloud operations, security analysis, infrastructure analysis, automation, execution, governance, and related functions. 2. Depending on Customer’s configuration, the Services may: connect to Customer systems and Third-Party Services; collect and analyze infrastructure, application, security, configuration, and operational information; generate analyses, recommendations, code, scripts, remediation plans, and other outputs; apply policies, access controls, and approval requirements; perform actions against Customer environments; verify or report execution results; and provide audit and activity records. 3. Aokumo may improve, modify, add, or remove features of the Services from time to time. 4. If Aokumo materially reduces core functionality of a paid Service during an applicable subscription term, Aokumo will provide reasonable notice where practicable, except where a change is required for security, legal, or regulatory reasons.

3. Accounts and Authorized Users

1. Customer may permit its employees, contractors, and other authorized personnel (“Authorized Users”) to access the Services. 2. Customer is responsible for: ensuring that Authorized Users comply with these Terms; maintaining the confidentiality and security of account credentials; maintaining accurate account information; and all activity conducted through its accounts except to the extent caused by Aokumo’s breach of its obligations. 3. Customer must promptly notify Aokumo if it becomes aware of unauthorized access to an account or credentials. 4. Accounts may not be sold, transferred, or made available to unauthorized third parties.

4. Fees and Payment

1. Fees, subscription periods, usage limits, payment terms, and other commercial terms will be specified in the applicable Order Form or other purchasing arrangement. 2. Unless otherwise stated in an Order Form: fees are non-cancelable and non-refundable except as required by applicable law; Customer is responsible for applicable taxes, excluding taxes based on Aokumo’s income; and fees for Customer’s own cloud infrastructure, software, or Third-Party Services are Customer’s responsibility. 3. If Customer fails to pay undisputed amounts when due, Aokumo may suspend access to paid Services after reasonable notice, unless immediate suspension is reasonably necessary to protect Aokumo from material financial or security risk.

5. Customer Environments and Permissions

1. Customer may authorize the Services to connect to cloud environments, infrastructure, applications, repositories, collaboration systems, document systems, security tools, monitoring systems, and other systems controlled or lawfully used by Customer (“Customer Environments”). 2. Customer represents and warrants that it has all rights and permissions necessary to authorize Aokumo to access and process information from each Customer Environment connected to the Services. 3. The Services operate within permissions, credentials, policies, configurations, and other access controls established or authorized by Customer. 4. Customer is responsible for determining the permissions granted to the Services and for modifying or revoking those permissions when appropriate. 5. Customer remains responsible for its own: access management; change-management procedures; internal approvals; backups; disaster recovery; business continuity; and security of systems outside Aokumo’s control. 6. Features provided by Aokumo relating to verification, remediation, rollback, or recovery do not replace Customer’s own backup, change-management, business-continuity, or disaster-recovery arrangements.

6. AI Features and Automated Actions

1. The Services may use artificial intelligence to generate analyses, recommendations, code, scripts, execution plans, remediation suggestions, and other output (“AI Output”). 2. AI technologies are probabilistic. AI Output may be inaccurate, incomplete, unsuitable, or produce unexpected results. 3. Customer is responsible for evaluating AI Output and determining whether it is appropriate for Customer’s intended use, taking into account the nature and risk of the applicable use case. 4. Where the Services perform actions against Customer Environments, such actions operate within the permissions, policies, configurations, and approval settings established or authorized by Customer. 5. If Customer enables automated execution or functionality that does not require individual prior approval: Customer is responsible for determining and configuring the scope, permissions, policies, and conditions applicable to such execution; and Customer acknowledges that automated execution may result in system changes, service disruption, software defects, data loss, security impact, configuration changes, or other unintended consequences. 6. Customer is responsible for determining whether automated execution is appropriate for its environment and for maintaining safeguards appropriate to the applicable risk, which may include testing, monitoring, access controls, approvals, backups, recovery procedures, and change-management controls. 7. Aokumo does not guarantee: the accuracy or completeness of AI Output; that AI Output will be suitable for a particular purpose; that an action recommended or generated by an AI system will achieve a particular result; or that rollback, restoration, or recovery will be possible in every environment or circumstance. 8. Nothing in this Section limits obligations that Aokumo expressly undertakes in an applicable Order Form or service-specific agreement.

7. Customer Data

1. “Customer Data” means information, content, files, code, configurations, prompts, instructions, records, and other data submitted to, transmitted through, or made available to the Services by or on behalf of Customer, including information obtained from Customer-authorized integrations. 2. As between Customer and Aokumo, Customer retains all rights in Customer Data. 3. Customer grants Aokumo the rights necessary to process Customer Data solely for purposes of: providing and operating the Services; performing functions requested or configured by Customer; providing support; securing the Services and Customer Data; detecting and responding to failures, misuse, or security incidents; and complying with applicable law. 4. Aokumo does not sell Customer Data. 5. Aokumo does not use Customer Data for advertising or marketing. 6. Aokumo does not use Customer Data or AI Output based on Customer Data to create, train, retrain, fine-tune, or improve general-purpose AI or machine learning models for Aokumo or third parties, except for processing performed solely for the relevant Customer in order to provide the Services to that Customer. 7. Aokumo may use information that has been aggregated or reasonably de-identified so that it does not identify Customer or an individual to operate, secure, analyze, and improve the Services. 8. Aokumo will not attempt to re-identify such de-identified information. 9. Customer represents and warrants that it has all rights, permissions, notices, consents, and other lawful bases necessary for Customer Data to be submitted to and processed through the Services.

8. Integrations and Third-Party Services

1. The Services may integrate with or rely on third-party cloud services, AI services, foundation models, APIs, document-management systems, collaboration services, source-code repositories, security tools, monitoring platforms, and other services (“Third-Party Services”). 2. Where Customer connects a Third-Party Service, Aokumo will access or process information from that service only: within the permissions authorized by Customer; and to the extent reasonably necessary to provide the requested Services. 3. Customer’s use of a Third-Party Service remains subject to Customer’s agreement with the applicable provider. 4. Aokumo is not responsible for acts, omissions, availability, security, or functionality of Third-Party Services outside Aokumo’s reasonable control. 5. Aokumo may use Third-Party Services and subprocessors to provide the Services and will require reasonable and appropriate data-protection and security measures based on the nature and risk of the processing. 6. Information concerning significant subprocessors or processing locations may be provided through Aokumo’s privacy, security, subprocessor, or other customer-facing documentation.

9. Privacy and Data Protection

1. Aokumo will process personal information in accordance with its Privacy Policy and applicable data-protection laws. 2. Where required, the parties may enter into a separate Data Processing Addendum governing Aokumo’s processing of personal data on Customer’s behalf. 3. Customer represents that it has provided any required notices and obtained any rights, permissions, consents, or other lawful bases necessary for Customer Data to be processed through the Services. 4. If an applicable Data Processing Addendum conflicts with these Terms regarding processing of personal data, the Data Processing Addendum will control with respect to that processing.

10. Security

1. Aokumo will maintain reasonable and appropriate technical and organizational measures designed to protect Customer Data under Aokumo’s control against unauthorized access, use, alteration, or disclosure. 2. Such measures may include, as appropriate to the Services: authentication and authorization; access controls and least privilege; encryption; logging and monitoring; vulnerability management; backup and recovery controls; and security incident response. 3. Additional information concerning Aokumo’s security practices may be provided through Aokumo’s security documentation or an applicable customer agreement. 4. If Aokumo becomes aware of a security incident affecting Customer Data under Aokumo’s control, Aokumo will investigate and respond in accordance with applicable law and applicable contractual obligations.

11. Intellectual Property

1. Aokumo and its licensors retain all rights, title, and interest in and to: the Services; software; models; algorithms; workflows; prompts and prompt frameworks; interfaces; templates; libraries; documentation; know-how; and other technology underlying the Services. 2. Except for the limited right to use the Services under these Terms, no rights in Aokumo’s intellectual property are transferred to Customer. 3. Customer retains its rights in Customer Data. 4. To the extent Aokumo owns transferable intellectual property rights in AI Output specifically generated for Customer based on Customer Data, Aokumo assigns those rights to Customer, subject to: Aokumo’s rights in underlying technology and materials; third-party rights; and applicable law concerning ownership of AI-generated materials. 5. Aokumo does not represent or warrant that intellectual property rights will arise in AI Output or that AI Output will be unique.

12. Feedback

If Customer provides feedback, suggestions, or ideas concerning the Services, Aokumo may use that feedback without restriction or payment, provided Aokumo does not use Customer Confidential Information or personal information in violation of these Terms or applicable law.

13. Confidentiality

1. “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure. 2. Confidential Information does not include information that the receiving party can demonstrate: is or becomes publicly available without breach of the Service Agreement; was lawfully known to the receiving party without restriction before disclosure; is received lawfully from a third party without confidentiality obligations; or was independently developed without use of the disclosing party’s Confidential Information. 3. The receiving party will: use Confidential Information only as necessary to perform or exercise rights under the Service Agreement; protect it using at least reasonable care; and disclose it only to personnel, professional advisers, affiliates, and subcontractors who need access and are subject to appropriate confidentiality obligations. 4. A party may disclose Confidential Information where required by law, regulation, court order, or other valid legal process. Where legally permitted, the receiving party will provide reasonable advance notice to the disclosing party. 5. The obligations in this Section continue during the Service Agreement and for three years after its termination or expiration. With respect to information constituting a trade secret under applicable law, the obligations will continue for as long as such information remains a trade secret. 6. Upon written request or termination of the Service Agreement, the receiving party will return or destroy the disclosing party’s Confidential Information within a reasonable period, except to the extent retention is required by applicable law, internal compliance obligations, or routine backup and archival systems. Any retained Confidential Information remains subject to this Section for the applicable confidentiality period.

14. Acceptable Use and Competitive Restrictions

Customer and Authorized Users must not: 1. use the Services unlawfully or in violation of applicable regulations; 2. access systems, accounts, or data without authorization; 3. interfere with or disrupt the Services or related systems; 4. bypass or attempt to bypass access controls or security protections; 5. introduce malware or other harmful code; 6. use credentials belonging to another person without authorization; 7. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or non-public technical elements of the Services except to the extent such restriction is prohibited by law; 8. infringe the intellectual property, privacy, confidentiality, or other rights of Aokumo or third parties; 9. use the Services against Customer Environments for which Customer lacks authorization; 10. use the Services, non-public documentation, output, or access provided through the Services to develop or train a product or service that materially competes with the Services; 11. conduct or publish competitive benchmarking or performance testing of the Services without Aokumo’s prior written consent; or 12. use the Services in another manner that creates a material security risk or is reasonably inconsistent with the intended purpose of the Services. Nothing in this Section restricts Customer from conducting internal evaluations reasonably necessary to determine whether the Services are suitable for Customer’s own use.

15. Beta, Preview, and Evaluation Services

1. Aokumo may make alpha, beta, preview, early-access, experimental, evaluation, trial, or similar features or services available from time to time (“Beta Services”). 2. Beta Services may: be incomplete or contain errors; change materially before general availability; have different security, availability, performance, support, or functionality characteristics from generally available Services; or be discontinued at any time. 3. Unless otherwise expressly agreed in writing: Beta Services are provided for evaluation and testing purposes; Beta Services are provided “as is” and “as available”; Beta Services are not subject to service-level commitments applicable to generally available Services; and Customer should not rely on Beta Services for production workloads where failure could reasonably result in material operational, security, compliance, or data-loss consequences. 4. Aokumo may impose additional conditions on particular Beta Services.

16. Suspension and Termination

1. Aokumo may suspend access to all or part of the Services if reasonably necessary to: address a security risk; prevent unauthorized or unlawful use; perform emergency maintenance; respond to a failure of infrastructure or a Third-Party Service; comply with applicable law; address Customer’s material breach of the Service Agreement; or address non-payment of undisputed amounts. 2. Where practicable, Aokumo will provide notice before suspension and will limit the scope and duration of suspension to what is reasonably necessary. 3. Either party may terminate the applicable Service Agreement if the other party materially breaches the Service Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. 4. Either party may terminate the applicable Service Agreement immediately upon written notice if: the other party commits a material breach that is not reasonably capable of cure; continued performance would violate applicable law; the other party becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings that are not dismissed within the period permitted by applicable law; or another termination right expressly stated in the Service Agreement applies. 5. Aokumo may suspend or terminate access immediately where Customer’s conduct creates a material security risk, involves unauthorized access, or is reasonably suspected to violate applicable law, without limiting Customer’s rights under the Service Agreement. 6. Customer may terminate the Services for convenience only as provided in the applicable Order Form. 7. Termination does not relieve either party of obligations accrued before termination.

17. Data Following Termination

1. Customer is responsible for retrieving Customer Data it wishes to retain before termination of the applicable Service Agreement. 2. Following termination or expiration of the applicable Service Agreement, Aokumo will use commercially reasonable efforts to delete Customer Data from active systems within ninety (90) days, unless: retention is required by applicable law; retention is reasonably required for security, fraud prevention, dispute resolution, or enforcement of the Service Agreement; otherwise agreed with Customer; or a different period is specified in an applicable Data Processing Addendum or Order Form. 3. Customer Data contained in backups may remain until deleted or overwritten in accordance with Aokumo’s normal backup lifecycle and will remain subject to applicable confidentiality and security obligations during that period. 4. Additional retention and deletion terms may be specified in an applicable Order Form, Data Processing Addendum, or security documentation.

18. Customer Indemnification

1. To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Aokumo, its affiliates, and their respective officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising out of or relating to: Customer Data, including allegations that Customer Data infringes or violates a third party’s intellectual property, privacy, confidentiality, or other rights; Customer’s or an Authorized User’s unauthorized access to or use of a third-party system, account, environment, or data source through the Services; Customer’s use of the Services in violation of applicable law; Customer’s material breach of the Service Agreement; or Customer’s or an Authorized User’s fraud, willful misconduct, or gross negligence. 2. Aokumo will: provide Customer with reasonably prompt notice of an indemnified claim; provide reasonable cooperation at Customer’s expense; and permit Customer to control the defense and settlement of the claim, provided that Customer may not settle a claim in a manner that admits wrongdoing by Aokumo, imposes liability or obligations on Aokumo, or adversely affects Aokumo’s rights without Aokumo’s prior written consent. 3. Customer will have no indemnification obligation to the extent a claim results directly from Aokumo’s material breach of the Service Agreement, willful misconduct, or gross negligence.

19. Disclaimers

1. Except as expressly stated in the Service Agreement, and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” 2. Aokumo does not warrant that: the Services will be uninterrupted or error-free; all defects will be corrected; the Services or AI Output will meet Customer’s particular requirements; AI Output will always be accurate, complete, or appropriate; use of the Services will make Customer compliant with laws, regulations, or industry requirements; the Services will prevent every security incident or operational failure; or Third-Party Services used in connection with the Services will remain available or unchanged. 3. Customer acknowledges that AI Output may involve hallucinations, bias, inaccurate information, or other unexpected results. 4. Customer remains responsible for decisions made based on AI Output and for actions authorized through Customer’s configurations, permissions, policies, or approval settings. 5. Nothing in these Terms excludes warranties or liabilities that cannot lawfully be excluded.

20. Limitation of Liability

1. To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunities, or anticipated savings arising out of or relating to the Services, even if advised that such damages were possible. 2. The exclusions in Section 20.1 do not apply to: Customer’s indemnification obligations under Section 18; Customer’s payment obligations; either party’s breach of Section 13 (Confidentiality); or Customer’s breach of Section 14 (Acceptable Use and Competitive Restrictions). 3. Except for liability that cannot lawfully be limited and except as otherwise expressly stated in an Order Form, Aokumo’s aggregate liability arising out of or relating to the Services will not exceed: for paid Services, the fees paid or payable by Customer for the affected Services during the twelve (12) months immediately preceding the event giving rise to liability; or for free Services, JPY 100,000 or the equivalent amount in the applicable currency. 4. The limitations in this Section apply regardless of the theory of liability, including contract, tort, negligence, strict liability, or otherwise. 5. Nothing in this Section limits liability arising from fraud, willful misconduct, or gross negligence to the extent such liability cannot be limited under applicable law.

21. Changes to the Services and Terms

1. Aokumo may update these Terms from time to time. 2. If Aokumo makes a material change, Aokumo will provide reasonable notice through the Services, its website, email, or another appropriate method. 3. Changes will take effect on the date stated in the updated Terms. 4. Where applicable law requires Customer’s consent to a change, Aokumo will obtain such consent. 5. For Customers with an active fixed-term Order Form, a material change to these Terms that materially and adversely affects Customer’s rights or obligations will apply from the beginning of the next renewal term unless: Customer agrees to the change earlier; the change is required by applicable law or regulation; the change is reasonably necessary to address a material security risk; or the applicable Order Form expressly provides otherwise. 6. Nothing in this Section prevents Aokumo from modifying the Services as permitted under Section 2.

22. Assignment

1. Customer may not assign or transfer an Order Form or its rights or obligations under the Service Agreement without Aokumo’s prior written consent, except as otherwise agreed. 2. Aokumo may assign the Service Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, acquisition, sale of business or assets, financing, or other corporate transaction.

23. Force Majeure

Neither party will be liable for delay or failure to perform an obligation under the Service Agreement, other than payment obligations, to the extent caused by circumstances beyond that party’s reasonable control, including natural disasters, earthquakes, fires, floods, severe weather, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental actions, utility or telecommunications failures, internet outages, cyberattacks not caused by the affected party’s failure to maintain reasonable security measures, or failures of third-party infrastructure or services beyond the affected party’s reasonable control. The affected party will use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

24. Export Controls and Sanctions

1. Customer will comply with applicable export-control, economic-sanctions, and trade laws and regulations in connection with its use of the Services. 2. Customer represents that neither Customer nor, to Customer’s knowledge, any person using the Services on Customer’s behalf is prohibited from receiving the Services under applicable sanctions or export-control laws. 3. Customer will not use, export, re-export, transfer, or otherwise make the Services available in violation of applicable export-control or sanctions laws. 4. Aokumo may suspend or terminate access to the Services where reasonably necessary to comply with applicable export-control, sanctions, or trade laws.

25. Anti-Social Forces

1. Each party represents and warrants that neither it nor its officers, directors, or persons substantially controlling its management: is an organized crime group, a member of an organized crime group, a person for whom five years have not elapsed since ceasing to be a member of an organized crime group, an associate member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, a special intelligence organized crime group, or another person equivalent thereto (collectively, “Anti-Social Forces”); has a relationship in which Anti-Social Forces are recognized as controlling or substantially participating in its management; improperly uses Anti-Social Forces for the purpose of obtaining an improper benefit or causing damage to another person; provides funds or benefits to Anti-Social Forces; or otherwise maintains a socially condemnable relationship with Anti-Social Forces. 2. Each party will not, directly or through a third party: make violent demands; make unreasonable demands beyond legal responsibility; use threatening words or conduct or violence in connection with a transaction; spread false information, use fraudulent means or force to damage the other party’s reputation or interfere with its business; or engage in conduct equivalent to the foregoing. 3. If either party breaches this Section, the other party may immediately terminate the Service Agreement without notice or an opportunity to cure. 4. A party terminating under this Section will not be liable for damages suffered by the breaching party as a result of such termination, except to the extent otherwise required by applicable law.

26. Governing Law and Disputes

The governing law and forum depend on the Aokumo entity that enters into the applicable Order Form. Aokumo Co., Ltd.: If Customer contracts with Aokumo Co., Ltd., the Service Agreement is governed by the laws of Japan, without regard to conflict-of-laws principles; and the Tokyo District Court will have exclusive jurisdiction as the court of first instance over disputes arising out of or relating to the Service Agreement. Aokumo, Inc.: If Customer contracts with Aokumo, Inc., the Service Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles; and the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to the Service Agreement. Order Form Override: The applicable Order Form may specify a different governing law, venue, arbitration arrangement, or dispute-resolution procedure, in which case the Order Form will control.

27. General

1. Entire Agreement. The Service Agreement constitutes the entire agreement between the parties concerning the Services covered by it and supersedes prior or contemporaneous agreements, proposals, discussions, representations, or communications concerning that subject matter. 2. Severability. If any provision of the Service Agreement is held invalid or unenforceable, the remaining provisions will remain in effect. 3. Waiver. Failure to enforce a provision does not constitute a waiver of that provision or any other provision. 4. Relationship of the Parties. Nothing in the Service Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency between the parties. 5. Notices. Notices relating to the Services may be delivered electronically to the contact information associated with Customer’s account or Order Form. Formal legal notices may also be sent to the addresses or legal contact information specified in the applicable Order Form. 6. Publicity. Aokumo may identify Customer by name and logo as a customer on its website and in marketing materials, unless Customer opts out by written notice to legal@aokumo.ai. Case studies, press releases, testimonials, and other publicity describing Customer’s use of the Services require Customer’s prior written consent. Customer may not use Aokumo’s name or trademarks in publicity without Aokumo’s prior written consent. 7. Language. These Terms are drafted in English. Any translation is provided for convenience only. In the event of any inconsistency between these Terms and a translation of these Terms, the English version will prevail. If an Order Form expressly incorporates a separate localized set of Aokumo terms, the terms identified in that Order Form will govern in accordance with their terms. 8. Survival. Provisions that by their nature should survive termination or expiration, including provisions relating to payment, Customer Data, intellectual property, confidentiality, indemnification, disclaimers, limitation of liability, governing law, and accrued obligations, will survive termination or expiration of the Service Agreement.

Aokumo AI
Terms of Service