Terms of Service

Article 1 (Purpose)

These Terms of Service (hereinafter "Terms") apply to members (hereinafter "Members") who use the cloud service "Canopy" (hereinafter "Service") operated by TSI Corporation (hereinafter "Company"). Members shall agree to these Terms before using the Service.

(2) These Terms set forth the conditions for use of the Service. All Members registered with the Service shall comply with these Terms and use the Service in accordance with the conditions set forth herein.

(3) Upon a Member's agreement to these Terms, the Agreement (as defined in Article 2) between the Company and the Member shall be formed.

Article 2 (Definitions)

The following terms used in these Terms shall have the meanings set forth in each of the following items.

(1) "Agreement" means the agreement for use of the Service entered into between the Company and a Member with these Terms as the contractual conditions.

(2) "Member" means a business operator (including corporations and sole proprietors, but excluding consumers as defined in Article 2, Paragraph 1 of the Consumer Contract Act) registered with the Service.

(3) "Account Information" means the account information of a Member registered with the Service (including email address and password).

(4) "Workspace" means the team-specific working environment created or joined by a Member on the Service.

(5) "Devices" means smartphones, tablet devices, and computer equipment.

Article 3 (Description of Service)

The Service is a SaaS-type cloud service that provides an integrated management environment for support activities including startup sourcing, matching, progress management, and AI-powered assistance, primarily targeting accelerators, corporate venture capital (CVC) organizations, and open innovation divisions.

(2) Specific features and specifications of the Service shall be separately determined by the Company and posted on the Service.

Article 4 (Member Registration)

Registration as a Member of the Service is limited to business operators (corporations and sole proprietors). Business operators wishing to become Members shall agree to these Terms and complete the registration process as determined by the Company.

(2) Members shall be obligated to promptly update their registered information if any changes occur to the information registered pursuant to the preceding paragraph.

(3) Members shall agree to these Terms, use the Service at their own responsibility, and shall bear full responsibility for all matters relating to their use of the Service.

(4) The Company may, at its own discretion, refuse Member registration.

(5) Members may not allow third parties to use, lend, transfer, sell, or pledge their accounts on the Service.

Article 5 (Management of Account Information)

Members shall strictly manage their Account Information related to the Service at their own responsibility so as to prevent unauthorized use by third parties.

(2) All actions taken on the Service using Account Information shall be deemed to be the actions of the Member themselves.

(3) The Company shall bear no responsibility for damages arising from inadequate management of Account Information.

(4) Members may not lend, transfer, sell, pledge, or otherwise allow third parties to use their accounts on the Service.

Article 6 (Fees)

The fees for using the Service shall be in accordance with the fee structure separately determined by the Company and displayed on the Service.

(2) If the Company changes the fees, it shall notify Members prior to such change.

(3) Members may only pay fees for the Service by the method designated by the Company.

Article 7 (Management of Account Information and Devices)

Members shall provide all equipment, communication means, and other environments necessary for receiving the Service at their own expense and responsibility. All communication costs incurred in connection with use of the Service shall be borne by the Member.

(2) Members shall bear responsibility for managing their Account Information and Devices. Members shall be responsible for any damages resulting from inadequate management of Account Information or Devices, errors in use, or use by third parties, and the Company shall bear no responsibility unless the Company has acted with intentional misconduct or negligence.

(3) If there is a risk that a Member's Account Information or Devices may be used by a third party, the Member shall immediately notify the Company and shall follow any instructions from the Company.

Article 8 (Changes, Suspension, etc. of Service)

The Company may change or add to the contents of the Service without prior notice to Members for minor changes or additions. However, for changes or abolishment of features that would have a material impact on Members' business operations, the Company shall endeavor to notify Members at least 14 days in advance. The Company does not guarantee that all functions and performance of the Service prior to any such change or addition will be maintained.

(2) The Company may suspend or interrupt all or part of the use of the Service in any of the following cases. In such cases, the Company shall endeavor to notify Members in advance to the extent possible.

(1) When regular or emergency inspection or maintenance of computer systems related to the Service is performed.

(2) When computers, communication lines, etc. are suspended due to accidents.

(3) When operation of the Service becomes impossible due to force majeure events such as fire, power outages, epidemics, or natural disasters.

(4) When the Company reasonably determines that suspension or interruption of the Service is necessary for any other reason.

(3) When terminating the Service in its entirety, the Company shall notify Members at least 90 days in advance; provided, however, that this shall not apply in cases where there are unavoidable technical, business, or other circumstances. When terminating part of the Service, the Company shall endeavor to provide advance notice to the extent possible.

(4) The Company shall bear no responsibility for any disadvantages or damages suffered by Members arising from this Article, except in cases of the Company's intentional misconduct or gross negligence.

(5) Following the notice of full termination or discontinuation of the Service, the Company shall provide Members with means to export their data stored on the Service for a period of at least 30 days from the date of such notice. After such period, the Company shall appropriately delete Members' data on the Service.

Article 9 (Intellectual Property Rights, etc.)

When a Member inputs data or makes other submissions on the Service, the Member agrees to grant the Company a free-of-charge, non-exclusive license to use, to the extent necessary and solely for the purposes of operating, improving, and enhancing the quality of the Service, all copyrights (including the rights set forth in Articles 27 and 28 of the Copyright Act) that may arise with respect to all or part of such submitted content, regardless of whether such content constitutes a copyrighted work. However, this shall not apply to submitted content in which the Member already held rights prior to submission on the Service.

(2) The Company may use data input by Members on the Service for the purpose of optimizing and improving AI-generated outputs for such Members (including prompt adjustment and optimization). However, the Company shall not use data input by Members for the purpose of training or machine learning of the AI models themselves (including fine-tuning).

(3) Members may not reproduce, repost, publicly transmit, modify, or otherwise use any information or content provided through the Service (collectively "Company Content") beyond the scope of private use as defined under the Copyright Act, regardless of method or form.

(4) All copyrights, patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights, and the rights to obtain registration of such rights (collectively "Intellectual Property Rights") in and to Company Content belong to the Company or licensors from whom the Company has obtained licenses, and shall not belong to Members. Furthermore, Members shall not reproduce, distribute, repost, retransmit, publicly transmit, modify, adapt, or otherwise make secondary use of Company Content, regardless of whether Intellectual Property Rights exist.

(5) If a problem arises due to a Member's violation of this Article, the Member shall resolve such problem at their own expense and responsibility and shall take appropriate measures to ensure that the Company suffers no disadvantage, burden, or damage whatsoever.

(6) Members shall not exercise Moral Rights (including the right of disclosure, the right of attribution, and the right of integrity) against the Company, any third party that has legitimately acquired rights from the Company, or any party that has succeeded to the rights of such third party, with respect to any submitted content that may constitute a copyrighted work, within the scope of the purposes of use of the Service, to the fullest extent permitted by applicable law.

Article 10 (Prohibited Conduct)

The Company prohibits Members from engaging in the following conduct in connection with their use of the Service.

(1) Conduct in violation of these Terms.

(2) Conduct that infringes, or is likely to infringe, the Intellectual Property Rights, patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other proprietary or personal rights of the Company, the Company's licensors, or any third party.

(3) Conduct that causes, or is likely to cause, disadvantage or damage to the Company or any third party.

(4) Conduct that improperly damages, or is likely to damage, the reputation, rights, or creditworthiness of others.

(5) Conduct in violation of laws, ordinances, or regulations.

(6) Conduct contrary to, or likely to be contrary to, public order and morals, or providing information contrary to, or likely to be contrary to, public order and morals to other Members or third parties.

(7) Criminal conduct, conduct connected to criminal activity, or conduct that facilitates criminal activity, or conduct likely to constitute any of the foregoing.

(8) Providing information that is, or is likely to be, contrary to fact.

(9) Unauthorized access to the Company's systems, tampering with program code in connection therewith, distribution of computer viruses, or other conduct that interferes, or is likely to interfere, with the normal operation of the Service.

(10) Conduct that damages, or is likely to damage, the credibility of the Service.

(11) Using the Service while impersonating a third party, including by using another Member's account.

(12) Conduct connected to, or likely to be connected to, fraud or other criminal activity.

(13) Conduct related to criminal proceeds, conduct related to terrorist financing, or conduct suspected of constituting either of the foregoing.

(14) Any other conduct that the Company deems inappropriate.

(2) If the Company determines that a Member's conduct falls under any of the items of the preceding paragraph, the Company may, without prior notice, take any one or all of the following measures.

(1) Restriction of use of the Service.

(2) Withdrawal by termination of the Agreement.

(3) Any other measures the Company reasonably determines to be necessary.

Article 11 (Termination)

The Company may, without any notice or other procedure, terminate the Agreement and withdraw a Member if any of the following apply to the Member.

(1) The registered information contains false information.

(2) The Member has previously been withdrawn from the Service by the Company.

(3) The Company receives notice from the Member's heir or other person that the Member has died, or the Company is able to confirm the fact of the Member's death.

(4) A minor uses the Service without the consent of their legal guardian.

(5) A person under adult guardianship, curatorship, or assistance uses the Service without the consent of their guardian, curator, or assistant.

(6) The Member has not responded to the Company's communications for one month.

(7) The Member fails to respond in good faith to the Company's requests.

(8) The Company otherwise deems the Member inappropriate.

(2) In addition to the cases set forth in the preceding paragraph, the Company may terminate the Agreement and withdraw a Member by providing the Member with at least 30 days' prior notice. A Member who wishes to withdraw may terminate the Agreement and withdraw as of the last day of the current month by following the withdrawal procedures specified by the Company.

(3) Members who are withdrawn pursuant to the measures in Paragraphs 1 and 2 shall forfeit the benefit of time upon withdrawal and shall immediately perform all obligations owed to the Company.

Article 12 (Disclaimer of Warranties; Limitation of Liability)

The Company makes no warranty of any kind regarding the completeness, accuracy, or effectiveness of the Service. The Company also does not warrant that the Service will be free from interruptions, cessations, or other failures.

(2) In the course of using the Service, Members may be redirected to other services operated by third parties (hereinafter "External Services"). In such cases, Members shall agree to the terms of service of such External Services at their own responsibility and expense and shall use both the Service and External Services accordingly. The Company makes no warranty of any kind regarding the completeness, accuracy, or effectiveness of External Services.

(3) Even if a Member suffers damages due to failure to update their registered information, the Company shall bear no responsibility.

(4) Members shall use the Service within the scope of applicable laws and regulations. Even if a Member violates Japanese or foreign laws and regulations in connection with use of the Service, the Company shall bear no responsibility.

(5) The Company shall endeavor to implement reasonable security measures in accordance with industry standards in relation to the Service. If Account Information is stolen due to unexpected unauthorized access or other acts after the Company has implemented such reasonable security measures, the Company shall bear no responsibility for any damages suffered by Members as a result.

(6) The Company shall bear no responsibility for any failure to perform all or part of the Agreement due to force majeure events such as natural disasters, fire, strikes, trade stoppages, wars, civil unrest, or epidemic outbreaks.

(7) Even if a dispute arises between Members in connection with the use of the Service (whether inside or outside the Service), the Company shall bear no responsibility, and such disputes between Members shall be resolved by the relevant Members at their own expense and responsibility.

(8) The Company shall bear no responsibility for any damages suffered by Members arising from the measures set forth in Article 10.

Article 13 (Liability for Damages)

If a Member causes damage to the Company in connection with a violation of these Terms or use of the Service, the Member shall compensate the Company for all damages incurred by the Company (including lost profits and attorneys' fees).

(2) Notwithstanding any other provision of these Terms except the following paragraph, if the Company causes damage to a Member due to the Company's fault, the Company shall be liable to compensate such damages only within the following scope.

(1) In cases of the Company's intentional misconduct or gross negligence: the full amount of such damages.

(2) In cases of the Company's ordinary negligence: within the scope of ordinary damages actually and directly incurred (excluding special damages, lost profits, indirect damages, and attorneys' fees), and not exceeding the cumulative total fees paid by the Member during the one year immediately preceding the date the damage occurred.

(3) Notwithstanding the preceding paragraph, in cases where a Member is a corporation or an individual using the Service for business purposes, the Company shall bear no liability for damages suffered by such Member in connection with the Service unless the Company has acted with intentional misconduct or gross negligence. When the Company is liable for damages, the cumulative total fees paid by the Member during the one year immediately preceding the date the damage occurred shall apply as the maximum liability cap.

(4) The limitations and exclusions of liability set forth in this Article shall apply to the fullest extent permitted by applicable mandatory law. Nothing in this Article shall exclude or limit the Company's liability for matters that cannot be excluded or limited under applicable mandatory law of the Member's jurisdiction.

Article 14 (Discontinuation of Service)

The Company may discontinue providing the Service if it reasonably determines that the Service should be discontinued.

(2) In the case of the preceding paragraph, the Company shall bear no responsibility except in cases of the Company's intentional misconduct or gross negligence.

Article 15 (Confidentiality)

Each Member and the Company shall strictly and appropriately manage the other party's confidential information learned in connection with the provision of the Service (including know-how related to the Service, information about the Company's systems, and all technical and business confidential information), and shall not disclose, provide, or leak such information to any third party (including the Company's affiliates and subcontractors) without the other party's prior written consent.

(2) The following information shall not constitute confidential information.

(1) Information already in the possession of the recipient at the time of disclosure.

(2) Information that was already publicly known at the time of disclosure, or that subsequently became publicly known through no fault of the recipient.

(3) Information lawfully obtained from a third party after disclosure.

(4) Information independently developed or created without reference to the disclosed confidential information.

(5) Information required to be disclosed pursuant to laws and regulations or court orders.

(3) Each Member and the Company shall, at the other party's direction or upon termination of the Agreement, promptly return or destroy the other party's confidential information in accordance with the other party's instructions, restoring it to its original condition, and shall not use such information thereafter.

(4) When the Company discloses a Member's confidential information to its affiliates or subcontractors with the Member's consent, the Company shall enter into agreements with such affiliates and subcontractors imposing confidentiality obligations equivalent to or greater than those set forth in this Article. The Company shall also supervise such affiliates and subcontractors to ensure appropriate management of the confidential information.

(5) The Company may use a Member's confidential information for the purpose of providing the Service.

Article 16 (Delegation to Third Parties)

The Company may delegate all or part of its operations related to the Service to third parties. In such cases, the Company shall enter into appropriate confidentiality agreements with the delegated parties and shall take necessary measures to ensure that such parties appropriately manage confidential information. The Company shall endeavor to notify Members of the scope of delegation and the principal delegated parties to the extent reasonably practicable.

Article 17 (Exclusion of Anti-Social Forces)

Each Member and the Company represents and warrants that they are not currently, and will not in the future become, a member of organized crime groups, a member of an organized crime group (or a person who has not yet been five years since ceasing to be such a member), a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, a person engaged in criminal activities under the guise of social movements, a special intelligence crime group, or any other person equivalent thereto (collectively "Organized Crime Group Members"), and that none of the following apply to them.

(1) Having a relationship that is recognized as allowing Organized Crime Group Members to control management.

(2) Having a relationship that is recognized as allowing Organized Crime Group Members to be substantially involved in management.

(3) Having a relationship that is recognized as making improper use of Organized Crime Group Members for the purpose of unfairly benefiting oneself, one's company, or a third party, or for the purpose of causing damage to a third party.

(4) Having a relationship that is recognized as involving providing funds or benefits to Organized Crime Group Members.

(5) Having an officer or a person substantially involved in management who has a socially reprehensible relationship with an Organized Crime Group Member.

(2) Each Member and the Company undertakes not to engage, whether directly or through a third party, in any of the following acts.

(1) Violent demands.

(2) Unreasonable demands beyond legal liability.

(3) Use of threatening language or violence in connection with transactions.

(4) Spreading rumors, using fraudulent means or threats to damage the other party's creditworthiness or interfere with the other party's business.

(5) Any other acts equivalent to the foregoing.

(3) If either party finds that the other party falls under Organized Crime Group Members or any item of Paragraph 1, engages in any act described in any item of Paragraph 2, or has made a false declaration with respect to the representations and warranties in Paragraph 1, such party may immediately terminate the Agreement without any notice to the other party, regardless of whether such party is at fault.

(4) Each Member and the Company confirms and agrees that, if the Agreement is terminated pursuant to the preceding paragraph, they shall bear no obligation to compensate the other party for any damages the other party may suffer as a result.

Article 18 (Contact and Notices)

Inquiries and other communications or notices from Members to the Company regarding the Service, and notices regarding changes to these Terms and other communications or notices from the Company to Members, shall be made by email or other means specified by the Company. Notices shall take effect upon transmission by the Company.

(2) The Company shall endeavor to respond to inquiries from Members regarding the Service, but shall bear no obligation to respond except where obligated to do so by law or under these Terms.

(3) The Company shall bear no obligation to disclose its criteria for deciding whether to respond to inquiries from Members.

Article 19 (Assignment of Status, etc.)

Neither Members nor the Company may, without the other party's prior written consent, assign, transfer, pledge, or otherwise dispose of all or part of their status under the Agreement or their rights or obligations under these Terms to any third party; provided, however, that this shall not apply to share transfers, business transfers, mergers, company splits, or other corporate reorganizations.

Article 20 (Handling of Personal Information)

Personal information obtained through the Service shall be handled in accordance with the Company's "Privacy Policy".

(2) The Company shall implement necessary and appropriate technical and organizational security measures to protect personal information obtained from Members, including measures to prevent unauthorized access and to prevent leakage, loss, or damage of personal information.

(3) In cases where cross-border transfers of personal information occur (including when the Service is operated on servers located outside Japan or when Members are located outside Japan), the Company shall take necessary measures in accordance with applicable personal information protection laws and regulations of each relevant country or region (including the EU General Data Protection Regulation (GDPR) and other applicable laws).

(4) For Members located in the European Economic Area (EEA), the United Kingdom, or other regions subject to data protection laws requiring specific disclosures to data subjects, the Company provides a supplementary GDPR Privacy Notice. This notice is available upon request to the Company.

(5) Members who require a Data Processing Agreement (DPA) pursuant to Article 28 of the GDPR or equivalent provisions may contact the Company at hello@canopyhq.ai.

Article 21 (Severability)

Even if any provision of these Terms is determined to be invalid under applicable law, the other provisions of these Terms shall remain valid.

(2) Even if any provision of these Terms is held invalid or cancelled with respect to a particular Member, these Terms shall remain valid with respect to other Members.

Article 22 (Response to Violations)

Members who discover conduct in violation of these Terms shall contact the Company.

(2) Members may not raise objections to the Company's response to conduct in violation of these Terms.

Article 23 (Term of Agreement)

The Agreement shall remain in effect from the time of its formation until the Member withdraws. The provisions of Article 9, Article 11 Paragraph 3, Articles 12 through 15, Article 17 Paragraphs 3 and 4, Article 19, Article 21, this Article, Article 25, and Article 26 shall survive termination of the Agreement.

Article 24 (Amendments to Terms)

The Company may amend these Terms from time to time if any of the following conditions are met, pursuant to Article 548-4 of the Civil Code. The amended Terms shall apply to the Agreement after such amendment.

(1) When the amendment to these Terms is in conformity with the general interests of Members.

(2) When the amendment to these Terms does not contradict the purpose for which the Agreement was formed, and is reasonable in light of the necessity for the amendment, the appropriateness of the amended content, and other circumstances relating to the amendment.

(2) When amending these Terms, the Company shall set an effective date for the amended Terms and shall notify Members of the content of the amended Terms and the effective date no later than two weeks before such effective date, through posting on the Service or other means designated by the Company.

(3) Notwithstanding the provisions of the preceding two paragraphs, if a Member uses the Service after being notified of the amendment pursuant to the preceding paragraph, or fails to complete withdrawal procedures within the period specified by the Company, such Member shall be deemed to have consented to the amendment of these Terms.

(4) The amendment authority set forth in Paragraphs 1 through 3 of this Article is based on Article 548-4 of the Civil Code of Japan. The Company shall act in good faith when exercising this authority. Nothing in this Article shall limit any rights that Members may have under the mandatory laws of their applicable jurisdiction.

Article 25 (Governing Law)

These Terms shall be governed by and construed in accordance with the laws of Japan.

Article 26 (Dispute Resolution)

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice from one party to the other.

(2) If a dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the proceedings shall be English or Japanese as agreed by the parties. The governing law of the arbitration agreement shall be the laws of Japan.

(3) Notwithstanding the foregoing, either party may apply to the Tokyo District Court or any other court of competent jurisdiction for urgent or interim relief pending the formation of an arbitral tribunal or the resolution of any dispute by arbitration.

Article 27 (Miscellaneous)

If the Company separately establishes detailed rules and other provisions for matters not stipulated in these Terms, Members shall comply with such rules and provisions. In such cases, such detailed rules and other provisions shall form an integral part of these Terms.

(2) Such detailed rules and other provisions shall take effect from the time they are posted at the location designated by the Company.

(3) In the event of any conflict between such detailed rules and other provisions and these Terms, these Terms shall prevail.

(4) These Terms are provided in both Japanese and English. In the event of any conflict or inconsistency between the Japanese and English versions, the Japanese version shall prevail.