talkappi Terms of Service

Article 1 (Purpose)

ActiValues, Inc. (hereinafter referred to as the "Company") shall provide the Service (as defined in Article 2) based on these Terms of Service (hereinafter referred to as these "Terms"), and the applicant (as defined in Article 2) shall use the Service in accordance with these Terms.
This Service is composed of multiple individual services. When using certain individual services, separate terms (hereinafter, "Individual Terms") may apply alongside these Terms. In such cases, the Individual Terms shall form a part of these Terms and take precedence; for any matters not stipulated in the Individual Terms, these Terms shall apply.
If the contents described in an individual application form (as defined in Article 2) differ from these Terms or the Individual Terms, the contents of the individual application form shall take precedence.
The Company may revise these Terms (including the rules, various regulations, etc., concerning the Service posted on the Company's website (as defined in Article 2); hereinafter the same shall apply in this paragraph). When changing these Terms, the Company shall announce the content of the changes and the effective date thereof by a method prescribed by the Company by no later than such effective date. In cases where such changes require the applicant's consent under laws and regulations, the Company shall obtain the applicant's consent by a method prescribed by the Company. In this case, the applicant's conditions of use and other contents of the Service Agreement (as defined in Article 2) shall be governed by the new terms after the revision. However, if the usage fees are changed, the usage fees during the valid term of the contract shall remain at the old rates, and the new rates shall apply from and after the renewal of such contract.

Article 2 (Definitions, etc.)

The definitions of the terms used in these Terms are as follows:

"Service" means the AI-powered customer experience platform "talkappi" provided by the Company to the applicant as specified in the "talkappi Service Content and Service Level Objectives" (including the service under any modified name or content if changed for any reason, and also including individual services).
"Applicant" means a person who has applied to use the Service via an application form and has obtained the Company's approval to use the Service.
"Application Form" means the application form regarding the use of the Service, in the content and format designated by the Company.
"Company Website" means the websites operated by the Company whose domains are "talkappi.com" and "very.travel" (including any modified website if the domain or content is changed for any reason).
"Service Agreement" means the contract regarding the use of the Service concluded between the Company and the applicant in accordance with the conditions stipulated in these Terms, the Individual Terms, and the Application Form.
"System Provision" means as defined in the "System Provision Definition."
"User" means a person who uses the Service at any facility or as part of any experience program operated by the Applicant.

Article 3 (Conclusion of Service Agreement)

A person wishing to use the Service (hereinafter referred to as the "Applicant" in this Article) may apply to the Company to use the Service in accordance with these Terms by agreeing to comply herewith, completing the necessary fields in the Application Form, and submitting it through the method designated by the Company.
When the Company approves an application from the Applicant under the preceding paragraph, a Service Agreement regarding the use of the Service shall be concluded in accordance with the conditions stipulated in these Terms, the Individual Terms (if any), and the Application Form.

Article 4 (Scope of Services)

The role to be fulfilled by the Company under these Terms shall be as follows:
1. To provide the Service to the Applicant. The details of the Service shall be as specified in the "talkappi Service Content and Service Level Objectives" and the Application Form. The contents described in the Application Form shall take precedence regarding the contents of the Service introduced for each facility or experience program.
The role to be fulfilled by the Applicant under these Terms shall be as follows:
1. To provide the Company with information related to each facility or experience program operated by the Applicant that is necessary for the provision of the Service.

Article 5 (Contract Amount)

The contract amount to be paid by the Applicant to the Company under these Terms shall be as specified in the Application Form Appendix "Contract Management."

Article 6 (Usage Period and Payment)

The usage period of the Service by the Applicant shall be one (1) month from the system provision date set forth in the Application Form Appendix "Contract Management." The Company shall commence billing the Applicant for the contract amount specified in the Application Form Appendix "Contract Management" on or after the system provision date of the Service, and shall issue an invoice stating such amount. The Applicant (including each facility or experience program, in cases where the Company and the Applicant have agreed to make payments for each facility or experience program) shall pay the amount stated in the invoice by the end of the month following the month of invoice issuance, via bank transfer to a bank account designated by the Company or by another method separately specified by the Company. Any transfer fees incurred in the case of payment by bank transfer shall be borne by the Applicant.
Unless the Applicant or the Company notifies the other party of its intention to terminate the use of the Service at least two (2) weeks prior to the expiration date, the usage period of the Service shall be automatically extended for an additional one (1) month from the day following the expiration date under the same conditions (provided, however, that the contract amount shall be subject to the conditions set forth in the Application Form), and the same shall apply thereafter. In this case, the Company shall issue an invoice stating the contract amount (monthly usage fee) on or after the renewal date of the usage period. The payment method shall be the same as set forth in the preceding paragraph.
These Terms shall remain valid and effective between the Applicant and the Company for as long as the usage period of the Service continues. In addition, if the contract based on these Terms is terminated for any reason other than the expiration of the usage period, the usage period shall also terminate simultaneously.
If the Applicant terminates the use of the Service prior to the system provision date of the Service due to reasons attributable to the Applicant, the Applicant shall pay to the Company an amount equivalent to the contract amount pertaining to the usage period of the Service (which, for the avoidance of doubt, shall be one (1) month's portion).
Even if the Company is unable to provide the system by the system provision date stated in the Application Form Appendix "Contract Management," the Applicant shall remain obligated to pay the contract amount set forth in Paragraphs 1 and 2 on and after the system provision date stated in the "Contract Management" attachment to the Application Form. Provided, however, that this shall not apply where the Company's failure to provide the system by the system provision date is attributable to a cause for which the Company is responsible, or to a cause for which neither the Company nor the Applicant is responsible.

Article 7 (Attribution of Copyrights, Etc.)

Copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights relating to the Service (including the right to acquire such rights or to apply for registration thereof; the same shall apply hereinafter) shall vest in the Company.
The Applicant shall be granted a non-exclusive right to use the Service by a prescribed method, and the Applicant shall not acquire any intellectual property rights or other rights regarding the Service.
The Company may use information input, transmitted, or otherwise provided by the Applicant on or through the Service to users (including, but not limited to, FAQs and guide information regarding each facility or experience-based business) to the extent necessary for researching, developing, and improving the Company's generative AI models, as well as planning, developing, and providing new services and features for the Company (including reproduction, copying, modification, sublicensing to third parties, and any other forms of use).

Article 8 (Compliance Matters)

In using the Service, the Applicant shall comply with the matters prescribed in each of the following items:
1. Display the system name "talkappi" on the Service.
2. Use the Service in compliance with applicable laws and regulations.
3. Not to engage in any acts that infringe upon the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other companies, or any other third parties in connection with the use of the Service (including acts that directly or indirectly cause such infringement).
4. Upon the termination of the use of the Service under these Terms, the Applicant shall remove the Service from the Applicant's site and the database on the Applicant's site.
5. Not to engage in acts related to criminal activities or acts contrary to public order and morals.
6. Not to transmit obscene information or information harmful to minors.
7. Not to engage in acts that violate the internal rules of the Company or industry associations to which the Applicant belongs.
8. Not to transmit information containing computer viruses or other harmful computer programs.
9. Not to transmit data exceeding a certain data volume specified by the Company through the Service.
10. Not to engage in acts reasonably deemed to be likely to interfere with the operation of the Service by the Company.
11. Not to engage in any other acts reasonably determined by the Company to be inappropriate.
If the Company reasonably determines that the transmission of information by the Applicant via the Service violates or is likely to violate any of the items in the preceding paragraph, the Company may take measures such as deleting or suspending the transmission of all or part of such information without prior notice to the Applicant.
The Company shall bear no responsibility whatsoever for any damage incurred by the Applicant arising from measures taken by the Company pursuant to the preceding paragraph.

Article 9 (Burden of Facilities, Etc.)

The Applicant shall, at its own expense and responsibility, prepare and maintain the hardware devices (including, but not limited to, computers, smartphones, TV terminals, printers, IoT devices, network equipment, etc.), software, communication lines, and other communication environments necessary to receive the provision of the Service.
The Applicant shall, at its own expense and responsibility, take security measures appropriate to its operating environment for the Service, such as preventing computer virus infections, unauthorized access, and information leaks.
The Company shall not be obligated to retain such information, even if the Company has stored messages and other information transmitted or received by the Applicant for a certain period of time for operational purposes, and the Company may delete such information at any time.
When installing software or the like on the Applicant's computer, smartphone, or other devices by downloading it from the Company's website or by other methods upon starting or during the use of the Service, the Applicant shall exercise due care to prevent the loss or alteration of information held by the Applicant, or the malfunction, damage, or the like of such devices.
Even if the Service does not operate normally due to specification changes, breakdowns, malfunctions, misconfigurations, communication failures, or other events caused by hardware devices or communication environments with which the Service links, the Company shall assume no responsibility therefor, nor shall it be under any obligation to provide support regarding such malfunctions.

Article 10 (Account Management)

Upon receipt of the Application Form, the Company shall, without delay, notify the Applicant of the ID and password necessary for the Applicant and each facility or experience program operated by the Applicant to use the Service.
The Applicant shall store and use the ID and password set forth in the preceding paragraph with the duty of a good manager. In addition, the Applicant shall not allow any third party to use the ID or password set forth in the preceding paragraph.
The Applicant shall bear responsibility for any damages resulting from insufficient management of the ID and password, errors in use, use by a third party, or the like.
If the Applicant discovers that the ID and password have been stolen or are being used by a third party, the Applicant shall immediately notify the Company to that effect and follow the instructions given by the Company.

Article 11 (Suspension of the Service, Etc.)

The Company may suspend or interrupt the use of all or part of the Service without prior notice to the Applicant if any of the following items applies:
1. When performing periodic or emergency inspection or maintenance work on the computer systems related to the Service;
2. When computers, communication lines, or the like are stopped due to an accident;
3. When the operation of the Service becomes impossible due to force majeure such as fire, power outage, natural disaster, or the like; or
4. In any other cases where the Company reasonably determines that suspension or interruption is necessary.
The Company may terminate the provision of the Service at its reasonable discretion. In this case, the Company shall notify the Applicant in advance at least three (3) months prior.
The Company shall not assume any responsibility for damages incurred by the Applicant based on measures taken by the Company pursuant to this Article.

Article 12 (Disclaimer)

The Company makes no warranty of any kind regarding the contents of the Service and the contents of the information provided through the Service. The Service is provided on an "as-is" basis, and the Company makes no warranties whatsoever with respect to the Service, including, without limitation, fitness for a particular purpose, commercial utility, completeness, and continuity.
Even if the Applicant obtains any information, directly or indirectly, from the Company regarding the Service, the Company website, other users of the Service, or other matters, the Company shall not make any warranty beyond what is provided in these Terms.
The Applicant shall investigate, at its own responsibility and expense, whether the use of the Service violates any laws and regulations or internal rules of industry associations applicable to the Applicant, and the Company makes no warranty whatsoever that the Applicant's use of the Service complies with any laws and regulations or internal rules of industry associations applicable to the Applicant.
The Company makes no warranty whatsoever that the Service will not be interrupted, suspended, or modified, regarding the continuity or availability of the Service, regarding the storage or preservation of the Applicant's messages, data, or information, or that the use of the Service will have no impact on the Applicant's hardware or software.
Even if a link from the Service to other websites or from other websites to the Company website is provided, the Company makes no warranty whatsoever regarding websites other than the Company website and information obtained therefrom.
In the event that the Company is unable to perform all or part of these Terms due to natural disasters, war, civil war, riot, power outage, accident of communication facilities, suspension of service or execution of maintenance by telecommunications carriers, enactment, revision, or repeal of domestic or foreign laws and regulations, orders, dispositions, or guidance by public authorities, or any other causes not attributable to the Company, the Company shall not be liable to the extent it was unable to perform and shall be relieved of its obligations under these Terms.
In cases where it is unavoidable, such as the need to prevent damage to the Company or a third party, the Company may suspend the Service at its discretion, and shall be completely exempted from liability for any damages incurred by the Applicant resulting from such suspension. In such cases, the Company shall notify the Applicant at the same time, and both parties shall separately consult with each other to take necessary measures.
The Applicant shall respond to inquiries from users and the like at its own expense and responsibility, and the Company shall assume no responsibility whatsoever for any troubles arising between the Applicant and users and the like.

Article 13 (Prohibition of Assignment of Rights and Obligations, Etc.)

The Applicant shall not assign all or part of its status under these Terms or its rights and obligations arising from these Terms to any third party without the prior written consent of the Company.
In the event that the Company transfers the business pertaining to the Service to a third party (regardless of the form of transfer, including business transfer, company split, or any other means), the Company may transfer its status under the use agreement, its rights and obligations based on these Terms, and the Applicant's information and other customer information to the transferee of such transfer, and the Applicant hereby consents in advance to such transfer in this paragraph.

Article 14 (Confidentiality Obligation)

The Applicant and the Company shall not disclose, provide, or leak to any third party, nor use for any purpose other than the performance of these Terms, any information of the other party obtained through these Terms for which the other party expressly indicated that it was confidential upon disclosure (hereinafter referred to as "Confidential Information"), without the prior written consent of the other party.
Notwithstanding the provisions of the preceding paragraph, information falling under any of the following items shall not constitute Confidential Information:
1. Information that the receiving party already possessed at the time of disclosure;
2. Information independently generated by the receiving party without relying on Confidential Information;
3. Information that was publicly known at the time of disclosure;
4. Information that became publicly known after disclosure through no fault of the receiving party; or
5. Information lawfully acquired by the receiving party from a third party.
The management of storage media, objects, and copies thereof containing Confidential Information received from the other party based on these Terms (hereinafter referred to as "Storage Media, Etc.") shall be conducted in accordance with paragraph 1.
Upon termination of these Terms, the parties shall immediately return or dispose of the Confidential Information and Storage Media, Etc. to the other party upon request from the other party. In this case, if the Confidential Information is contained in the party's own Storage Media, Etc., the party shall erase such Confidential Information and report in writing to the other party to the effect that it has been erased (or to the effect that the party's own storage media does not contain Confidential Information, if applicable).
A party to these Terms may disclose Confidential Information to the extent necessary to comply with an order when required by laws and regulations, or by a court, government agency, or other public authority. However, in this case, the disclosing party shall promptly notify the other party of such disclosure and follow the reasonable instructions of the other party.

Article 15 (Handling of Personal Information, Etc.)

The handling of personal information (meaning "personal information" as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) by the Company shall be governed by the Company's separately posted privacy policy. The Applicant agrees that the Company will handle personal information collected in connection with the provision of the Service in accordance with such privacy policy.
The Company may use and publish information, data, etc. provided to the Company by the Applicant as statistical information in a form that cannot identify individuals at the Company's discretion, and the Applicant shall not raise any objection thereto.

Article 16 (Termination, Etc.)

If either the Applicant or the Company falls under any of the following items, such party may, without any prior notice or demand to the other party, immediately suspend the performance of its obligations under these Terms, cancel or terminate the use agreement, and claim damages incurred thereby from the other party:

When the party violates all or part of the obligations stipulated in these Terms or other agreements or terms of use between the Applicant and the Company, and fails to remedy such violation within two (2) weeks from the date of receipt of a notice from the other party demanding remediation;
When, due to deterioration of property or credit status, a petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction is filed, or when taxes and public dues are in arrears and a demand for payment is received;
When a disposition of suspension of business or revocation of business license, permit, or business registration is received from a supervisory authority;
When a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any other legal insolvency proceedings (including petitions for equivalent proceedings under foreign laws) is filed, or when the party enters dissolution (including dissolution based on laws and regulations, but excluding merger), liquidation, or private liquidation procedures; or
When a bill or check is dishonored, a disposition of suspension of transactions is rendered by a clearing house or electronic monetary claims recording institution, or the party otherwise becomes unable to pay or suspends payment.

Article 17 (Notification Obligation)

If a fact falling under any of the items of the preceding Article occurs or is likely to occur, the Applicant or the Company shall promptly notify the other party thereof.

Article 18 (Liability for Damages)

Except as otherwise provided in these Terms, if either the Applicant or the Company causes damage to the other party by cancellation, termination, or violation of these Terms, it shall compensate for such damage. However, this shall not apply if there is no intent or gross negligence.
The amount of compensation for damages by the Company based on the preceding paragraph shall be capped at the amount equivalent to one (1) year's contract amount paid by the Applicant as consideration for the use of the Service. However, if the contract period is less than one (1) year, the upper limit shall be the total amount of the contract fees paid by the Applicant.

Article 19 (Elimination of Anti-Social Forces)

The Applicant and the Company each represent and warrant that they do not fall under any of the following items and will not do so in the future.
1. Neither it nor its officers (directors, executive officers, or corporate auditors) are an organized crime group (as defined in Article 2, Item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members [Act No. 77 of 1991]), a member of an organized crime group (as defined in Article 2, Item 6 of the same Act), a person for whom five (5) years have not elapsed since ceasing to be a member of an organized crime group, a person equivalent thereto, or a person having a close relationship with an organized crime group or members thereof (hereinafter individually or collectively referred to as "Organized Crime Group Members, Etc.");
2. That the business conducted by the party is found to be under the control of Organized Crime Group Members, Etc.;
3. That the party is found to be utilizing the influence of Organized Crime Group Members, Etc., employing such members for the purpose of seeking unjust economic benefits, or engaging them for the purpose of utilizing their influence with respect to its business;
4. That the party is found to be involved with Organized Crime Group Members, Etc. by providing funds, granting conveniences, or giving unjust preferential treatment; or
5. That the fulfillment of these Terms is found to promote the activities of Organized Crime Group Members, Etc. or contribute to the operation of an organized crime group.
If the other party falls under any of the following items, the Applicant and the Company may, without requiring any notice or demand, immediately suspend the fulfillment of these Terms or cancel or terminate the use agreement:
1. When the party violates the representations and covenants set forth in Paragraph 1; or
2. When the party, by itself or through a third party, commits any of the following acts:
  1. Engaging in violent demands against the other party;
  2. Engaging in unreasonable demands exceeding legal responsibility against the other party;
  3. Using threatening language or committing violent acts against the other party;
  4. Spreading rumors, or using fraudulent means or force to damage the reputation of the other party or obstruct the other party's business; or
  5. Any other acts equivalent to the preceding items.
If the Applicant or the Company suspends the fulfillment of these Terms or terminates the use agreement pursuant to the provisions of the preceding paragraph, neither party shall be liable to compensate the other for any damages arising therefrom.

Article 20 (Loss of Benefit of Time)

If the Applicant falls under any of the items of Article 16 or any item of Paragraph 1 or Paragraph 2 of the preceding Article, the Applicant shall lose the benefit of time regarding the performance of obligations under these Terms, and shall immediately perform all remaining debts.

Article 21 (Entire Agreement)

These Terms constitute the entire agreement between the Company and the Applicant with respect to the matters contained herein, and supersede any prior agreements, representations, and understandings between the Company and the Applicant, whether written, oral, or in any other manner, with respect to the matters contained herein.

Article 22 (Severability)

Even if any provision of these Terms or any part thereof is held to be invalid or unenforceable due to laws and regulations or other reasons, the remaining provisions of these Terms and the remaining part of the provision held invalid or unenforceable shall continue in full force and effect, and the Company and the Applicant shall use their best efforts to modify such invalid or unenforceable provision or part to the extent necessary to make it legal and enforceable, and to ensure that the intent and the legal and economic effects equivalent to those of such invalid or unenforceable provision or part are secured.

Article 23 (Separate Consultation)

About matters not provided for in these Terms of Use or any ambiguities arising from these Terms of Use, the Applicant and the Company shall consult in good faith to seek a resolution.

Article 24 (Governing Jurisdiction)

Any litigation relating to these Terms shall be subject to the exclusive agreed jurisdiction of the Tokyo District Court as the court of first instance.

Article 25 (Governing Law)

The formation, validity, performance, and interpretation of the use agreement shall be governed by the laws of Japan.

Article 26 (Survival)

Even after the termination of these Terms, Article 5 (limited to cases where there are unpaid amounts), Article 6, Paragraphs 4 and 5, Article 7, Article 8, Paragraph 3, Article 9, Article 10, Paragraph 3, Article 11, Paragraph 3, Articles 12 through 16, Article 18, Article 19, Paragraph 3, Articles 20 through 22, and Article 24 through this Article shall remain in full force and effect. Notwithstanding the foregoing, Article 14 (Confidentiality Obligation) shall remain in force for three (3) years after the termination of the use agreement.

Established and Enacted on November 1, 2024
Revised on January 15, 2025
Revised on November 10, 2025
Revised on April 1, 2026