Article 1 (Application)
These Terms apply to all relations between Enoxa Inc. (the “Company”) and any corporation, organisation or sole proprietor that uses Gatepath (the “Service”) (the “Customer”).
Guidelines, notices and other rules published by the Company on the Service or on the Company's website form part of these Terms.
If these Terms conflict with such rules, these Terms prevail unless the rule expressly provides otherwise.
Article 2 (Definitions)
“Administrator” means a person granted authority by the Customer to manage the contract and the operating environment of the Service.
“User” means an officer, employee or other person who uses the Service under the Customer's control.
“Customer Data” means documents, messages, files, metadata, access permission information and any other information that the Customer or a User inputs, transmits or connects to the Service, or that the Service obtains from an External Service.
“External Service” means Slack, Atlassian, GitHub, Microsoft 365, Google Workspace and other third-party services that integrate with the Service.
Article 3 (The Service)
The Service is an enterprise service that searches Customer Data stored across multiple External Services, taking into account the access permissions set on that data, and that provides AI-assisted answers and other functions as required.
The specific functions, usage limits, supported External Services, support scope and other conditions are set out on the Company's website, the signup screen or the plan description.
The Company may change the specifications of the Service for improvement, maintenance or security.
Where the Customer's data volume, synchronisation volume, request count or other usage exceeds the range contemplated by the plan, or where the usage pattern is unusual, the Company may propose an Enterprise plan or a separate agreement.
Article 4 (Formation of the Agreement)
An applicant shall agree to these Terms and apply using the method designated by the Company, providing accurate and current information.
The agreement is formed when the Company accepts the application and makes the Service available.
The Company may refuse an application where the application contains false information, where the applicant has previously breached an agreement with the Company, where the applicant is an anti-social force, or where the Company otherwise considers it inappropriate. Except where required by law, the Company is not obliged to disclose its reasons.
Article 5 (Account Management)
The Customer shall appropriately manage its accounts, credentials and User permissions at its own responsibility.
The Customer is responsible for the use of the Service by its Users and shall ensure that Users comply with these Terms.
If the Customer becomes aware of unauthorised use of an account or a risk thereof, it shall immediately notify the Company and take necessary measures such as changing credentials.
Article 6 (Integration with External Services)
The Customer warrants that it holds the authority necessary to connect the Service with External Services, and that such connection does not violate the terms of the External Service or the Customer's internal rules.
The Service accesses External Services only within the scope permitted by the Customer. The Customer may revoke the connection from the settings screen of the External Service.
Part of the Service may become unavailable due to specification changes, suspension, failure, expiry of authentication or discontinuation of an External Service. Except where attributable to the Company, the Company is not liable for damage arising therefrom.
Article 7 (Free Trial)
The Company provides a 30-day free trial from the date of application, unless a different period is expressly stated on the signup screen.
A free trial is in principle limited to one per Customer. The Company may withdraw the free trial where it determines that the same or substantially the same Customer has used it more than once.
Unless the Customer cancels during the free trial, the subscription automatically converts to the paid plan selected at signup on the day after the free trial ends.
Upon conversion to a paid plan, the first monthly fee is charged to the registered payment method. A Customer who does not wish to be charged must cancel before the end of the free trial in accordance with Article 9.
All provisions of these Terms apply during the free trial.
Article 8 (Fees and Payment)
The Customer shall pay the fees displayed on the signup screen or the Company's website according to the plan selected. Unless otherwise stated, displayed prices include consumption tax.
Fees shall be paid through Stripe or another payment provider designated by the Company, using the payment method registered by the Customer. The terms of that payment provider also apply.
Monthly fees are charged in advance on the first day of each billing period. Pro-rata calculation is not performed unless expressly stated by the Company.
Except where required by law or where attributable to the Company, fees already paid are non-refundable.
If payment is not completed, the Company may, after notifying the Customer, suspend all or part of the Service or terminate the agreement.
The Company may change the fees applicable to future billing periods by giving prior notice to the Customer. A Customer who does not agree to the new fees may cancel before they take effect.
Article 9 (Term, Renewal and Cancellation)
The term of a paid plan is one month and renews automatically for the same period unless the Customer cancels using the prescribed method.
The Customer may cancel at any time through the contract management screen provided by the Company or another method designated by the Company.
Cancellation takes effect at the end of the current free trial or paid billing period. The Customer may use the Service until that date.
After cancellation is completed, no further fees are charged. Payment obligations that arose before cancellation remain in effect.
Article 10 (Customer Data)
Rights in Customer Data are reserved to the Customer or the rightful owner. These Terms do not transfer them to the Company.
The Customer grants the Company the right to copy, convert, index, store, transmit and otherwise handle Customer Data to the extent necessary to provide, maintain, protect and improve the Service.
The Customer warrants that it holds the rights and authority necessary for Customer Data to be handled by the Service.
The Company implements access control, encryption in transit and other reasonable security measures. It does not, however, guarantee that all unauthorised access, leakage or loss can be completely prevented.
After termination of the agreement, the Company will delete Customer Data under its management within a reasonable period, except where retention is required by law, for security investigation or for backup operations. The Customer shall save any necessary data before termination.
The Company may use information that has been appropriately aggregated or anonymised so that the Customer cannot be identified, for improving the quality of the Service, analysing usage and preparing statistics.
Article 11 (AI Functions)
Answers, summaries and other output generated by the AI functions of the Service (“AI Output”) may be inaccurate, incomplete or out of date.
Where AI Output is used for important business decisions or for legal, tax, medical or other professional judgements, the Customer shall verify the source materials and obtain professional advice as necessary.
The Company does not warrant the accuracy, completeness or fitness for a particular purpose of AI Output, nor that it does not infringe the rights of third parties.
Article 12 (Prohibited Conduct)
The Customer shall not engage in the following conduct when using the Service:
- conduct that violates laws and regulations, public order and morals, these Terms or an agreement with a third party;
- conduct that infringes the intellectual property, privacy, confidential information or other rights of the Company or a third party;
- accessing a third party's information or an External Service without proper authority;
- circumventing the access controls of the Service or misrepresenting a User's permissions;
- placing an excessive load on the Service or interfering with its operation;
- transmitting malware or other harmful programs or data;
- reverse engineering, decompiling or disassembling the Service, except where expressly permitted by applicable law;
- reselling, sublicensing or improperly sharing the Service with third parties;
- using the Service or its AI functions for illegal, harmful or discriminatory purposes or to infringe the rights of others;
- providing benefits to anti-social forces or engaging in related conduct;
- directly or indirectly facilitating any of the above; and
- any other conduct that the Company reasonably considers inappropriate.
Article 13 (Intellectual Property)
Intellectual property rights in the Service, the Company's website, software, documentation, trademarks and other deliverables relating to the Service belong to the Company or to third parties that have licensed them to the Company.
During the term of the agreement, the Company grants the Customer a non-exclusive, non-transferable right to use the Service within the scope of these Terms and the contracted plan.
The Company may use suggestions or feedback provided by the Customer, free of charge, to improve the Service, without identifying the Customer or disclosing confidential information.
Article 14 (Confidential Information)
The Company and the Customer shall not disclose to third parties, without the prior consent of the other party, information disclosed by the other party and expressly designated as confidential, or information reasonably regarded as confidential by its nature, and shall not use it for purposes other than providing or using the Service.
Confidential Information does not include information that is publicly known, that was lawfully held before receipt, that was obtained from a duly authorised third party without a confidentiality obligation, or that was independently developed without reference to the Confidential Information.
Where disclosure is required by law or by an order of a court or other public authority, Confidential Information may be disclosed to the extent necessary. In that case, the other party shall be notified in advance to the extent permitted by law.
Article 15 (Personal Information)
The Company handles personal information obtained in connection with the Service in accordance with the Act on the Protection of Personal Information and other related laws, and with the privacy policy separately established by the Company.
Article 16 (Changes and Suspension of the Service)
The Company may change or suspend all or part of the Service for maintenance, incident response, security, changes to External Services, natural disasters or other unavoidable reasons.
For planned suspensions, the Company will endeavour to give prior notice by reasonable means, except in an emergency.
If the Company discontinues the Service in its entirety, it will notify the Customer with a reasonable period of notice, except in an emergency or where unavoidable.
Article 17 (Suspension of Use and Termination)
The Company may suspend use of the Service without prior notice or demand where the Customer breaches these Terms, delays payment, presents a serious security risk, or where continued provision of the Service is difficult.
The Company may terminate the agreement where the Customer fails to comply with a request for correction within a reasonable period. However, the Company may terminate immediately in the case of a material breach, where the Customer is an anti-social force, upon suspension of payments, upon a petition for bankruptcy proceedings, or where correction is otherwise difficult.
Provisions that by their nature should survive remain effective after termination of the agreement.
Article 18 (Disclaimer of Warranties)
The Company does not warrant that the Service is fit for the Customer's particular purpose, that it has the expected functions, accuracy, completeness, usefulness, continuity or level of security, or that no defects will occur.
The Company does not warrant the complete retention or recovery of Customer Data. The Customer shall retain source materials and data necessary for its business in External Services or another appropriate location.
Where an express service level agreement accompanies the Service, that agreement applies to the extent of its scope.
Article 19 (Damages)
Where the Company or the Customer causes damage to the other party by breaching these Terms, it shall compensate for ordinary damage that arises directly and actually from causes attributable to it.
The Company is not liable for lost profits, indirect damage, special damage, consequential damage or damage arising from loss of Customer Data, whether or not foreseeable.
The Company's total liability to the Customer is limited to the total fees actually paid by the Customer to the Company for the Service during the six months up to and including the month in which the cause of the damage arose.
The preceding two paragraphs do not apply to damage caused by the Company's wilful misconduct or gross negligence, or in other cases where limitation of liability is not permitted by applicable law.
Article 20 (Changes to these Terms)
The Company may change these Terms where there is a change in law, a change in the functions of the Service or other reasonable grounds, taking into account the necessity of the change and the reasonableness of the amended content.
The Company will give prior notice of the amended content and the effective date by display on the Service, by email or by other appropriate means. For changes that benefit the Customer or that are minor, notice may be given promptly after the change.
A Customer who does not agree to a material change may cancel the Service before the effective date.
Article 21 (Assignment)
The Customer may not assign, transfer or pledge its contractual position or its rights and obligations under these Terms to a third party without the Company's prior written consent.
Article 22 (Severability)
If any part of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
Article 23 (Governing Law and Jurisdiction)
These Terms and the agreement are governed by and construed in accordance with the laws of Japan.
The Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction in the first instance over any dispute arising in connection with these Terms or the agreement.
Article 24 (Contact)
For enquiries regarding these Terms or the Service, please contact:
Enoxa Inc., Gatepath Desk
Email: info@enoxa.jp
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