Terms of Service

1. Agreement to terms

By accessing or using the TAKUMI44 website, platform, APIs, or related services (collectively, the “Service”), and by clicking “I Accept” or a comparable affirmative acceptance control where presented, you (“User”, “Customer”, “you”, or “your”) agree to be bound by these Terms of Service (the “Terms”), our Privacy Policy, our Cookie Policy, and any applicable Order Form or Acceptable Use Policy, all of which are incorporated by reference. If you do not agree, you must not access or use the Service.

Where the Service is accessed by an organization (“Tenant”), the individual accepting these Terms represents and warrants that they have authority to bind the Tenant. In that case, “you” refers to both the individual and the Tenant.

2. Description of Service

TAKUMI44 provides a multi-tenant Product Experience Infrastructure (PXI) platform: a B2B SaaS service that enables:

• Manufacturers (OEMs) to author, manage, and syndicate authoritative product data and digital assets.
• Distributors to receive, enrich, and redistribute product data across reseller networks.
• Resellers to import, customize, and publish product information to sales channels.
• Third-Party Platforms to integrate product data via APIs and connectors.

Core features may include SKU and catalog management, digital asset management, AI-powered data enrichment, network relationship management, syndication workflows, and analytics, as further described in applicable Order Forms or service documentation.

3. Eligibility, beta status, and federal customer exclusion

3.1 Eligibility

You may use the Service only if:

• You are at least 18 years of age and have legal capacity to enter into binding contracts.
• You are acting on behalf of a legitimate business entity engaged in commercial-off-the-shelf (COTS) product activities.
• Your use does not violate any applicable law in your jurisdiction or any contract or other obligation by which you are bound.
• You have not been previously suspended or removed from the Service.

The Service is intended exclusively for B2B use. It is not directed at, intended for, or marketed to consumers or individuals acting outside a professional or commercial capacity.

3.2 Beta status

The Service is currently provided in a Beta phase, expected to last approximately 12 months from initial general availability. During Beta:

• The Service is provided as-is, without warranty of any kind.
• No service-level agreement or uptime commitment applies, and TAKUMI44 has no liability for downtime, errors, data loss, or unavailability.
• TAKUMI44 may modify, add, remove, or discontinue features, change pricing, or change subscription terms at any time without prior notice and without liability.
• Information about and access to Beta features, including roadmaps, performance, and known issues, is Confidential Information of TAKUMI44 and subject to Section 16 (Confidentiality).
• If you receive access to specific features designated as “alpha,” “beta,” “experimental,” “preview,” or similar, those features are governed by this Section in addition to any feature-specific notice.

After the Beta phase ends, TAKUMI44 will publish an updated version of these Terms reflecting general-availability commitments and applicable SLAs.

3.3 U.S. federal government use is excluded

The Service is not authorized for, and you must not use the Service in connection with, any of the following:

• Use by or on behalf of any U.S. federal government agency, department, instrumentality, or contractor in their federal capacity.
• Sign-up by U.S. federal government employees acting on behalf of an agency, or sign-up using a .gov or .mil email address.
• Storage, transmission, or processing of any data designated as Controlled Unclassified Information (CUI), Federal Contract Information (FCI), or covered by FedRAMP, NIST SP 800-171, the Cybersecurity Maturity Model Certification (CMMC), or the U.S. International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) where the data is subject to controls beyond ordinary commercial export classifications.
• Use in connection with classified information or any data marked as classified under U.S. law.

You represent and warrant on each access to the Service that you are not signing up on behalf of any U.S. federal government agency and that you will not upload, transmit, or process any data described above through the Service. TAKUMI44 may suspend or terminate access immediately on a reasonable belief that this Section is being violated.

4. Accounts, registration, and tenant access

4.1 Tenant accounts

Each subscribing organization is provisioned as a separate Tenant with logically isolated data. The Tenant administrator is responsible for configuring access controls, inviting users, and managing integrations within the Tenant environment.

4.2 User accounts

When creating an account you must provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your login credentials.
• All activities that occur under your account, whether authorized by you or not.
• Promptly notifying us of any unauthorized access or suspected security breach.

Login credentials may not be shared. Each user must have an individual account. Generic, role-based, or shared accounts are prohibited.

4.3 Tenant network relationships

The Service allows Tenants to form supply-chain relationships (for example, an OEM connecting with a distributor). These relationships are established through explicit invitation and acceptance workflows, and each Tenant controls what data is shared with connected organizations. TAKUMI44 does not share any Tenant's data with another Tenant without the initiating Tenant's affirmative action.

5. Acceptance and electronic signatures

You accept these Terms by clicking “I Accept” or another affirmative acceptance control during account creation, by executing an Order Form that references these Terms, or by accessing or using the Service after these Terms have been presented to you. Your electronic acceptance has the same legal effect as a handwritten signature. We will retain a record of acceptance, including the date, time, IP address, and account associated with the acceptance.

6. Acceptable use policy

You must use the Service only for lawful, authorized purposes consistent with COTS product activities. You must not:

• Violate any applicable local, national, or international law or regulation.
• Infringe the intellectual property, privacy, publicity, or other rights of any person or entity.
• Upload, transmit, or distribute malicious code, viruses, ransomware, or other harmful content.
• Attempt to gain unauthorized access to the Service, other Tenants' data, our systems, or related infrastructure.
• Probe, scan, or test the vulnerability of the Service without prior written authorization.
• Process personal data of individuals without an appropriate legal basis or consent.
• Engage in automated scraping, crawling, or data extraction without our prior written consent.
• Reverse-engineer, decompile, or disassemble any part of the Service, except to the extent permitted by applicable mandatory law.
• Use the Service for competitive benchmarking or to develop a product or service that competes with TAKUMI44, including any AI model, dataset, or product trained on or derived from the Service or its outputs.
• Transmit unsolicited commercial communications (spam) through or in connection with the Service.
• Misrepresent your identity, organization, or affiliation.
• Circumvent or interfere with security features, rate limits, access controls, or licensing controls.

6.1 Restricted product categories

You must not use the Service to list, manage, syndicate, or otherwise process product data relating to any of the following categories without a specific written addendum executed by TAKUMI44:

• Defense, military, or dual-use technology, or any product or technology covered by ITAR, EAR (where subject to controls beyond ordinary commercial classifications), or equivalent export controls of any jurisdiction.
• Firearms, ammunition, weapons, or weapon parts.
• Cannabis, cannabis derivatives, or any controlled substance.
• Adult content or sexually explicit products.
• Gambling products or services.

6.2 Restricted data categories

You must not upload, transmit, or process through the Service:

• Special-category personal data within the meaning of GDPR Article 9 or data relating to criminal offenses under GDPR Article 10.
• Protected health information subject to HIPAA, except under a separate written addendum and Business Associate Agreement.
• Payment card data subject to PCI-DSS scope, beyond what is required to manage your billing relationship with TAKUMI44.
• Educational records subject to FERPA.
• Criminal justice information subject to CJIS Security Policy.
• Children's personal data subject to COPPA.
• Classified information of any government.
• Any data described in Section 3.3 (federal exclusion).

We reserve the right to investigate suspected violations and to take appropriate action, including suspension or termination of access and reporting to law enforcement authorities.

7. Intellectual property

7.1 TAKUMI44 IP

The Service, including its software, algorithms, models (other than third-party AI provider models), user interface, design, documentation, and all related intellectual property, is the exclusive property of TAKUMI44 and its licensors, protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms.

7.2 Tenant Content and license to TAKUMI44

You retain full ownership of all product data, digital assets, catalogs, and other content you upload, create, or generate within the Service (“Tenant Content”). You grant TAKUMI44 a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, perform, modify (only for technical formatting purposes), create derivative works (only as necessary to operate the Service), and sublicense to our sub-processors and AI providers, in each case solely as necessary to:

• Provide, operate, secure, monitor, maintain, support, and improve the Service for you and other Tenants you authorize.
• Perform backups, disaster recovery, and business continuity functions.
• Route inputs and outputs to AI providers as part of AI features you use.
• Comply with legal obligations and enforce these Terms.

De-identified data. TAKUMI44 may also use Tenant Content in de-identified or aggregated form, in such a manner that the data does not identify you, any individual, or any Tenant, for purposes of operating, securing, analyzing, benchmarking, and improving the Service and developing related features. De-identified data is not Tenant Content for purposes of these Terms.

You represent and warrant that you have all rights necessary to grant the licenses in this Section and that your Tenant Content does not violate any third-party rights or applicable laws.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant TAKUMI44 a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and exploit such feedback for any purpose, without obligation to you.

8. Data processing and privacy

Your use of the Service is governed by our Privacy Policy and Cookie Policy.

Where a Tenant processes personal data of third parties (for example, end-customer contact fields within product data) through the Service, the Tenant acts as the data controller and TAKUMI44 acts as a data processor. A Data Processing Agreement (DPA), drafted to be compliant with GDPR Article 28, CCPA service-provider requirements, PIPEDA, and the LGPD, is available on request and must be executed for Tenants processing personal data subject to those laws.

Tenants are responsible for ensuring an adequate legal basis to process personal data uploaded or shared through the Service and for maintaining appropriate privacy notices and consents for their own end users.

9. Artificial intelligence features

9.1 Multi-provider AI processing

The Service includes AI-powered features, including product data enrichment, classification, content generation, and related capabilities. To deliver these features, TAKUMI44 uses a multi-provider orchestration layer that may route inputs (including Tenant Content) to one or more third-party AI providers, currently including OpenAI, Anthropic, and Google. We may add or substitute providers from time to time without prior notice.

9.2 No training on Tenant Content

TAKUMI44 uses corporate API tiers of its AI providers under terms providing that customer inputs and outputs are not used to train the providers' models. TAKUMI44 will not itself use Tenant Content to train AI or machine-learning models for purposes other than operating the Service for you. This commitment does not apply to de-identified or aggregated data described in Section 7.2.

9.3 Outputs are not warranted

AI outputs may be inaccurate, incomplete, biased, or otherwise unsuitable. TAKUMI44 makes no warranty as to the accuracy, completeness, currentness, fitness for purpose, or non-hallucination of any AI output. You are solely responsible for reviewing AI outputs before use, including before publishing, syndicating, or distributing product information to any channel or end customer. Outputs do not constitute legal, regulatory, marketing, or commercial advice.

9.4 No competing AI

You must not use any output of the Service, alone or combined with other data, to develop, train, fine-tune, evaluate, benchmark, or improve any artificial intelligence or machine-learning model, dataset, or product that competes with the Service or with any TAKUMI44 product or feature, or to enable any third party to do so. You must not extract embeddings, reverse-engineer prompts or model behaviors, or otherwise attempt to derive competing capabilities from the Service.

9.5 EU AI Act

Where the EU Artificial Intelligence Act applies to your use of AI features, TAKUMI44 will comply with applicable provider obligations and provide reasonable cooperation. Risk classification, deployer obligations, and any high-risk system designations will be addressed in a separate AI Addendum issued before applicable obligations take effect for either party.

10. Third-party integrations and services

The Service may offer integrations with third-party software (for example, ERP systems, marketplaces, analytics platforms). Those integrations are subject to the third party's own terms and privacy policies. TAKUMI44 is not responsible for the practices, content, or performance of third-party services. You enable integrations at your own risk and should review applicable third-party terms before doing so.

11. Service availability

During the Beta phase, no service-level agreement or uptime commitment applies. Outside the Beta phase, specific uptime commitments and support response times, where offered, will be set out in a separate Service Level Agreement (SLA) or Order Form. In any case:

• TAKUMI44 does not guarantee uninterrupted or error-free availability of the Service.
• TAKUMI44 may perform planned maintenance with reasonable advance notice.
• Emergency maintenance may occur without notice where required for security or stability.

12. Modifications to the Service and Terms

12.1 Service changes

TAKUMI44 may modify, add, or remove features of the Service at any time. During the Beta phase, this includes the right to discontinue features without notice. Outside the Beta phase, TAKUMI44 will provide reasonable notice of material changes that adversely affect your use of the Service.

12.2 Changes to these Terms

TAKUMI44 may update these Terms from time to time. For material changes, TAKUMI44 will provide at least 30 days' notice via email or in-platform notification before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not accept the changes, you must cease using the Service before the effective date and may terminate your subscription in accordance with Section 14.

13. Payment, subscriptions, and renewal

Access to the Service may be free of charge during initial onboarding for OEM Tenants and other categories that TAKUMI44 designates from time to time. Subscription terms, including pricing, billing frequency, payment terms, and any auto-renewal terms, will be specified in your applicable Order Form or subscription page at the time of sign-up.

If auto-renewal applies to your subscription, the auto-renewal terms will be disclosed at the time of sign-up, and any cancellation procedure and notice period will be specified there. Where auto-renewal is offered to consumers in California or other jurisdictions with automatic renewal laws, TAKUMI44 will comply with applicable disclosure, consent, acknowledgment, and cancellation requirements in the subscription flow itself.

You agree to:

• Provide accurate and complete billing information.
• Pay all fees when due, including applicable taxes (VAT, GST, sales tax, or other local taxes), which are added to the fees unless explicitly stated otherwise.
• Notify TAKUMI44 promptly of changes to billing information.

Except as expressly stated in an Order Form or as required by applicable law, all fees are non-refundable. TAKUMI44 may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by applicable law.

14. Term, suspension, and termination

14.1 Term

These Terms commence on the date you first access the Service and continue until terminated in accordance with this Section or as specified in an applicable Order Form.

14.2 Termination by you

You may terminate your account at any time by following the account closure process within the Service or by contacting us. Termination by you does not entitle you to a refund of pre-paid fees, except as required by applicable law or expressly stated in an Order Form.

14.3 Suspension

TAKUMI44 may suspend your access to all or part of the Service, with or without notice, where:

• You fail to pay fees when due, and the failure continues for more than 10 days after notice.
• Your use of the Service violates these Terms or the Acceptable Use Policy in Section 6.
• Your use poses, in TAKUMI44's reasonable assessment, a security threat to the Service or other Tenants.
• Suspension is required by applicable law, court order, or government authority.

Where the cause of suspension is curable and does not pose an immediate security or legal risk, TAKUMI44 will use reasonable efforts to provide notice and an opportunity to cure before suspension. Suspension does not relieve you of obligations to pay fees.

14.4 Termination by TAKUMI44

TAKUMI44 may terminate your access to the Service:

• Immediately, for material breach of these Terms (including violations of Section 6), where the breach is not cured within 15 days of notice, or where the breach is not capable of cure.
• On 30 days' notice, for convenience or business reasons. If TAKUMI44 terminates for convenience under this paragraph, TAKUMI44 will refund a pro-rata portion of any pre-paid fees corresponding to the unused remaining subscription period after the effective date of termination.
• Immediately, where required by law or to protect the security or integrity of the Service or another Tenant.

14.5 Effect of termination

On termination, your right to access the Service ceases immediately. You will have a 90-day data export window during which you may retrieve your Tenant Content. After the export window, your data will be securely deleted in accordance with our retention policy. Sections that by their nature should survive termination, including Sections 6 (residual restrictions), 7 (Intellectual property), 9.4 (No competing AI), 13 (accrued payment obligations), 14.5, 15 (Disclaimer), 16 (Confidentiality), 17 (Limitation of liability), 18 (Indemnification), 19 (Time bar), 20 (Sanctions and anti-corruption), 21 (Governing law and dispute resolution), 22 (Notices), and 23 (General), survive termination.

15. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Service is provided on an “AS IS” and “AS AVAILABLE” basis. TAKUMI44 expressly disclaims all warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and non-hallucination of AI outputs. TAKUMI44 does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected.

Without limiting the generality of the foregoing, during the Beta phase, the Service is provided without any warranty whatsoever, and TAKUMI44 makes no commitment of availability, performance, security, or fitness for any purpose.

Nothing in these Terms excludes or limits warranties that cannot be excluded under applicable mandatory law.

16. Confidentiality

Definition. “Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), in any form, that is identified as confidential at the time of disclosure or that a reasonable person in the Recipient's position would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, on the part of TAKUMI44, the Service's non-public features, performance, security architecture, pricing (other than published pricing), and roadmap; on the part of the Tenant, Tenant Content.

Exclusions. Confidential Information does not include information that the Recipient can demonstrate: (a) was rightfully known to the Recipient without restriction before disclosure; (b) is or becomes publicly available without breach of these Terms; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of or reference to the Discloser's Confidential Information.

Obligations. The Recipient will: (a) use Confidential Information solely as necessary to perform under these Terms; (b) protect Confidential Information using at least the same care as it uses for its own information of similar importance, and not less than reasonable care; (c) limit access to employees, contractors, professional advisers, sub-processors, and AI providers who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, court order, or government authority, provided that, where legally permitted, the Recipient gives the Discloser prompt notice and reasonable cooperation to seek a protective order or equivalent relief.

Term and return. Confidentiality obligations survive for five (5) years after disclosure or, for trade secrets and Tenant Content, for so long as the information remains a trade secret or until the data export window in Section 14.5 ends, as applicable. On request after termination, the Recipient will return or destroy Confidential Information in its possession, except for copies required by law or stored in routine backups, which remain subject to this Section until destroyed.

Equitable relief. Each party acknowledges that monetary damages may be inadequate for breach of this Section and that the non-breaching party may seek injunctive or other equitable relief in addition to other remedies, without the requirement to post bond.

17. Limitation of liability

To the maximum extent permitted by applicable law:

17.1 Excluded damages

In no event will either party be liable for any: (a) indirect, incidental, special, consequential, exemplary, or punitive damages; (b) loss of profits, revenue, business, anticipated savings, goodwill, or business opportunity; (c) loss or corruption of data; or (d) costs of procuring substitute goods or services, in each case arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages and regardless of the form of action.

17.2 Aggregate cap

Subject to Section 17.3, each party's total aggregate liability for all claims arising under or relating to these Terms is limited to the greater of (a) one thousand U.S. dollars (USD $1,000) or (b) the fees paid or payable by the Tenant to TAKUMI44 in the 12 months preceding the event giving rise to the claim.

17.3 Carve-outs

The exclusions in Section 17.1 and the cap in Section 17.2 do not apply to:

• A party's indemnification obligations under Section 18.
• Breach of Section 16 (Confidentiality).
• Breach of privacy or data protection obligations under these Terms or the DPA, including unauthorized processing of personal data resulting from a party's gross negligence or willful misconduct.
• Infringement or misappropriation of the other party's intellectual property rights.
• A party's gross negligence, willful misconduct, fraud, or fraudulent misrepresentation.
• Breach of Section 20 (Sanctions and anti-corruption).
• Tenant's payment obligations and any amounts owed to TAKUMI44.
• Liability that cannot be excluded or limited under applicable mandatory law (for example, death or personal injury caused by negligence).

17.4 Beta-period limitation

During the Beta phase, and to the maximum extent permitted by applicable law, TAKUMI44 has no liability to you for any matter arising from your use of the Service except to the extent caused by TAKUMI44's gross negligence, willful misconduct, fraud, or breach of Section 16 (Confidentiality), Section 18 (Indemnification), or Section 20 (Sanctions and anti-corruption).

18. Indemnification

18.1 Indemnification by you

You will defend, indemnify, and hold harmless TAKUMI44 and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of or access to the Service in violation of these Terms; (b) your Tenant Content or its infringement of any third-party rights; (c) your violation of any applicable law or regulation; or (d) any claim by a third party arising from personal data you process through the Service as a data controller.

18.2 Indemnification by TAKUMI44

TAKUMI44 will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Service, when used as authorized under these Terms, infringes any U.S. copyright, U.S. patent, U.S. trademark, or trade-secret right of the claimant. TAKUMI44's obligation under this Section does not apply to claims arising from: (a) Tenant Content; (b) your combination of the Service with products, services, or data not provided by TAKUMI44; (c) your use of the Service after notice that the use may infringe; (d) modifications to the Service not made by TAKUMI44; or (e) AI outputs (which are governed by Section 9).

If the Service is, or in TAKUMI44's reasonable opinion may be, the subject of an infringement claim, TAKUMI44 may, at its option and expense: (i) procure the right for you to continue using the Service; (ii) modify the Service to make it non-infringing; or (iii) terminate your subscription and refund any pre-paid fees corresponding to the unused remaining subscription period. This Section states TAKUMI44's entire liability and your sole and exclusive remedy for infringement claims.

18.3 Indemnification procedure

The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (failure to give prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party will not enter into a settlement that imposes any non-monetary obligation on, or admits liability of, the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld); (c) provide reasonable cooperation, at the indemnifying party's expense; and (d) take reasonable steps to mitigate damages. The indemnified party may participate in the defense at its own expense with counsel of its choice.

19. Time bar on claims

Except for claims for non-payment of fees, claims of infringement or misappropriation of intellectual property rights, or where applicable mandatory law provides a longer minimum period that cannot be shortened by contract, no claim arising under or relating to these Terms may be brought more than one (1) year after the cause of action accrues.

20. Export controls, sanctions, and anti-corruption

20.1 Export controls and sanctions

The Service, including any software, technology, data, and documentation made available through it, may be subject to export control laws and economic sanctions, including those of the United States (the Export Administration Regulations, the International Traffic in Arms Regulations, and OFAC programs), the European Union, and the United Kingdom. You must comply fully with all applicable export and re-export control laws and sanctions programs, including those administered by:

• The U.S. Office of Foreign Assets Control (OFAC).
• The U.S. Bureau of Industry and Security (BIS).
• The U.S. Department of State Directorate of Defense Trade Controls (DDTC).
• The EU Common Foreign and Security Policy sanctions regime.
• His Majesty's Treasury and the UK Office of Financial Sanctions Implementation (OFSI).

You represent and warrant that you are not located in, organized under the laws of, or a national or resident of any country subject to a comprehensive U.S., EU, or UK embargo, and that you are not listed on any U.S., EU, or UK denied-party or restricted-party list. You must not use the Service to export, re-export, transfer, or disclose any technology or data to any sanctioned country, entity, or individual. You agree to notify TAKUMI44 immediately if you become aware of any potential export control or sanctions violation in connection with the Service.

20.2 Anti-corruption and anti-bribery

Each party will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and equivalent legislation in any applicable jurisdiction. Neither party will, directly or indirectly, offer, pay, promise, or authorize any payment, gift, or other advantage to any government official, public servant, or any other person to obtain or retain business or any other improper advantage in connection with the Service. Each party represents that it maintains policies and procedures reasonably designed to prevent violations of such laws. TAKUMI44 may terminate these Terms immediately on a reasonable belief that you have violated this Section.

21. Governing law and dispute resolution

21.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

21.2 Forum

The parties consent to the exclusive jurisdiction of the state courts of Travis County or Williamson County, Texas, and the federal courts located in the Western District of Texas (Austin Division), for any dispute, claim, or controversy arising out of or relating to these Terms or the Service, and waive any objection to venue or forum non conveniens in those courts.

21.3 Informal resolution

Before initiating formal proceedings, the parties will attempt to resolve any dispute informally by good-faith negotiation. The dispute must first be raised by written notice to legal@takumi44.com, after which a period of not less than 30 days will be allowed for informal resolution.

21.4 Equitable relief

Either party may seek emergency, interim, or injunctive relief from a court of competent jurisdiction where necessary to protect its intellectual property, Confidential Information, or other rights, or to prevent irreparable harm, without having to post bond.

21.5 Jury trial waiver and class action waiver

To the maximum extent permitted by applicable law, each party waives the right to a trial by jury in any proceeding arising out of or relating to these Terms or the Service. To the maximum extent permitted by applicable law, the parties agree that disputes will be resolved on an individual basis, and not as part of any class, consolidated, or representative action.

22. Notices

Legal notices to TAKUMI44 must be sent to legal@takumi44.com, with a copy to TAKUMI44 Inc., at the registered office for TAKUMI44 Inc. in Delaware, U.S.A. Legal notices to you will be sent to the email address associated with your account, with a copy to any postal or registered office address you have provided. Notices are deemed received: (a) on the day sent, if by email and the recipient does not return a non-delivery message; (b) on the day delivered, if by personal delivery; (c) on the third business day after dispatch, if by recognized international courier; and (d) on the fifth business day after dispatch, if by registered or certified mail.

23. General

23.1 Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without TAKUMI44's prior written consent. Any attempted assignment without consent is void. TAKUMI44 may assign these Terms in whole or part to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and benefit the parties' permitted successors and assigns.

23.2 Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, failures of third-party cloud providers (including Amazon Web Services), or third-party AI providers.

23.3 Publicity

Unless you opt out by written notice to legal@takumi44.com, TAKUMI44 may identify you as a customer, including by displaying your name and logo on the TAKUMI44 website and in marketing materials, in a manner consistent with any usage guidelines you provide. Use of customer quotes, case studies, or detailed descriptions of your deployment requires your prior written approval.

23.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

23.5 No waiver

A failure or delay in exercising any right does not waive that right. A waiver is effective only in writing signed by the waiving party and applies only to the specific instance for which it is given.

23.6 No partnership or agency

These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

23.7 Independent contractors

Each party is an independent contractor, and neither party has authority to bind the other except as expressly provided.

23.8 No third-party beneficiaries

These Terms confer no rights or remedies on any third party (including the Contracts (Rights of Third Parties) Act 1999), other than the indemnified persons in Section 18.

23.9 Order of precedence

In the event of a conflict among the documents that make up the agreement between the parties, the order of precedence is: (a) any executed Order Form or addendum (including the DPA, when executed); (b) these Terms; (c) the Privacy Policy; and (d) the Cookie Policy.

23.10 Entire agreement

These Terms, together with the Privacy Policy, the Cookie Policy, any executed DPA or addendum, and any executed Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, understandings, and communications, written or oral, on the subject.

23.11 Counterparts and electronic execution

Any Order Form may be executed in counterparts, each of which is an original, and electronic signatures or scanned copies have the same effect as originals.

23.12 Headings and construction

Headings are for convenience only and do not affect interpretation. These Terms have been negotiated by the parties and will not be construed against the drafter.

24. Contact

Questions about these Terms? Contact us at legal@takumi44.com or use our contact page.

TAKUMI44 Inc. is a corporation organized under the laws of the State of Delaware, U.S.A.