Terms of Service

1. Agreement

These Terms of Service ("Terms") govern access to and use of the website and related online materials of Kenjin Labs LLC (Kenjin Labs合同会社) ("Kenjin Labs," "we," "us," or "our"), and apply to inquiries and preliminary discussions regarding our professional services.

Paid consulting, development, training, or other engagements are governed by a separate proposal, statement of work, or written agreement ("Project Agreement"). If a Project Agreement conflicts with these Terms, the Project Agreement controls for that engagement. Website content does not create a client relationship or obligation to provide services.

By using the website or requesting services, you agree to these Terms. If you act for an organization, you represent that you have authority to bind it. If you do not agree, do not use the website or services.

2. Services; No Reliance on Website Content

We provide AI and software engineering, advisory, training, and related professional services as described in Project Agreements. Free consultations are informational only and create no duty of care, retainer, or deliverable obligation.

Website content is general information, not legal, financial, medical, or technical advice. We may modify, suspend, or discontinue website features at any time without liability.

3. AI Limitations

Where services involve AI or machine learning, you acknowledge that:

• Outputs may be inaccurate, incomplete, biased, or unsuitable for your use case.
• You alone are responsible for review, validation, and use of outputs before any business, customer-facing, or regulated decision.
• Performance depends on data quality and third-party models/tools outside our exclusive control.
• You are responsible for lawful use of deliverables in your industry and jurisdiction.
• You will not use our services or deliverables for unlawful, deceptive, or harmful purposes.

4. Client Responsibilities

You agree to provide accurate information and timely decisions/access needed for performance; ensure you have all rights to materials and data you supply; designate an authorized contact; and keep our confidential information confidential.

Delays, added scope, or failures caused by incomplete, late, or unlawful client inputs may result in schedule changes, additional fees, suspension, or termination without liability to us for resulting delay.

5. Intellectual Property

Website: All website content, branding, and materials are owned by Kenjin Labs or its licensors. No license is granted except limited viewing for lawful business inquiry. Scraping, copying, or republication without prior written consent is prohibited.

Pre-existing IP: Each party retains its pre-existing intellectual property.

Deliverables: Unless a Project Agreement expressly states otherwise, ownership of custom deliverables transfers to you only upon our receipt of full payment of all fees and amounts due for that engagement. Until then, all rights remain with Kenjin Labs, and any use is under a limited, revocable, non-transferable evaluation license.

Background tools: We retain all rights in our methodologies, frameworks, templates, tools, libraries, know-how, and generic components, including improvements developed during an engagement. We may reuse non-client-specific learnings that do not disclose your confidential information.

Third-party components and feedback: Third-party software, APIs, and models remain subject to their licenses. Feedback you provide about our services may be used by us freely without obligation to you.

6. Fees and Payment

Fees, milestones, and taxes are set in the Project Agreement or invoice. Unless otherwise stated: work may require an advance payment; invoices are due within fifteen (15) days; late amounts accrue interest at 14.6% per annum (or the maximum rate permitted by law, if lower); and we may suspend work for non-payment.

Fees are non-refundable once the relevant work has started, except as required by mandatory law or expressly agreed in writing. Approved out-of-pocket expenses are reimbursable.

7. Confidentiality

Each party shall keep the other's non-public business, technical, and customer information confidential, use it only to perform the engagement, and not disclose it except to personnel/contractors under confidentiality duties or as required by law. Obligations continue for five (5) years after disclosure, and indefinitely for trade secrets. We may retain archival copies as required for legal, accounting, or professional records.

8. Data and Security

You warrant that you have lawful authority to provide any data shared with us and that doing so does not violate third-party rights or law. You are responsible for classifying sensitive data and for your own systems' security. A separate data processing agreement may be required for personal or regulated data. Our Privacy Policy applies to personal information we handle as a business operator.

9. Warranties; Disclaimer

We will perform contracted services in a professional manner consistent with ordinary industry practice for similar Japanese professional-service engagements. Your sole remedy for breach of this warranty is, at our option, re-performance of the affected services or a refund of fees paid specifically for the non-conforming portion.

EXCEPT AS EXPRESSLY STATED IN A PROJECT AGREEMENT, SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT AI OUTPUTS WILL BE ACCURATE OR FIT FOR YOUR PURPOSE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING JAPAN'S CONSUMER CONTRACT ACT WHERE IT MANDATORILY APPLIES), KENJIN LABS AND ITS OFFICERS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR LOST-PROFIT DAMAGES; LOSS OF DATA OR GOODWILL; OR DAMAGES ARISING FROM RELIANCE ON AI OUTPUTS OR FROM UNAUTHORIZED ACCESS TO DATA, REGARDLESS OF THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT, OR JPY 100,000 IF NO SUCH FEES WERE PAID.

Nothing in these Terms excludes liability that cannot be excluded under mandatory Japanese law (including liability for willful misconduct or gross negligence where such exclusion is void). Our services are intended primarily for business customers.

11. Indemnity

You shall indemnify and hold harmless Kenjin Labs and its officers, employees, and contractors from claims, losses, damages, and reasonable expenses (including attorneys' fees) arising out of: (a) your use of the website or services; (b) your breach of these Terms or a Project Agreement; (c) data, content, or materials you provide (including IP or privacy claims); (d) your products, decisions, or AI output use; or (e) your negligence or willful misconduct.

12. Suspension and Termination

We may suspend access or performance immediately for non-payment, security risk, unlawful use, or material breach. Either party may terminate a Project Agreement as stated therein; absent other terms, either party may terminate for convenience on thirty (30) days' written notice, with fees accrued through the effective date remaining due.

On termination, licenses we granted end unless fully paid-up ownership has already transferred under Section 5; you must pay outstanding amounts; and provisions on IP, fees, confidentiality, disclaimers, liability, indemnity, and dispute resolution survive.

13. Force Majeure

We are not liable for delay or failure caused by events beyond reasonable control, including natural disaster, war, terrorism, labor dispute, utility or network failure, epidemic, government action, or failure of third-party platforms/models.

14. Governing Law and Venue

These Terms are governed by the laws of Japan, without regard to conflict-of-law rules. The parties shall first attempt good-faith negotiation. If unresolved, the Kyoto District Court shall have exclusive jurisdiction as the court of first instance.

To the extent a class, collective, or representative action would otherwise be available in another forum, you agree to bring claims only in your individual capacity, except where such waiver is prohibited by mandatory law.

15. General

We may update these Terms by posting a revised version with a new "Last Updated" date. Continued use after posting constitutes acceptance to the extent permitted by law. If any provision is unenforceable, the remainder stays in effect and the provision will be modified to the minimum extent necessary.

These Terms, together with any Project Agreement and our Privacy Policy, are the entire agreement regarding the website and, except as superseded by a Project Agreement, the services. You may not assign these Terms without our prior written consent; we may assign them in connection with a reorganization or business transfer. No partnership, joint venture, or employment relationship is created. Notices may be sent to the contacts designated by the parties or via our contact form.

Questions: contact form — Kenjin Labs LLC (Kenjin Labs合同会社), Private Booth 103, 23-7 Umetsu Nishiuramachi, Ukyo-ku, Kyoto, Japan.