Terms of Service

Effective: June 2, 2026

These Terms of Service ("Terms") govern the use of VATES ("Service"), an embeddable B2B AI infrastructure provided by STANDOUT Inc. ("Provider", "we", "us"). By accessing or using the Service, the customer ("Customer", "you") agrees to be bound by these Terms.

1. Service Overview

VATES is an AI assistant infrastructure that integrates upstream AI APIs (Anthropic, OpenAI, and others as configured) with proprietary knowledge management technology. The Service may be deployed in three forms: as an embedded widget on the Customer's website, as a standalone URL hosted on the Provider's domain, or as a developer API for integration into the Customer's own products and services.

2. Eligibility and Account

The Service is intended for business use. Customer must be at least 18 years old and have the legal authority to bind the entity it represents. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account.

By creating an account, Customer represents and warrants that it is accessing the Service for business purposes. Individuals using the Service for personal, non-business purposes are not eligible. The Provider reserves the right to suspend or terminate any account that does not meet this eligibility requirement.

3. Pricing and Deposit

The Service operates on a deposit-based auto-deduction model. The Customer prepays a balance, and per-request fees are deducted from this balance based on actual upstream API usage and Provider's service margin.

Key characteristics:

• No monthly subscription fee, no minimum spend, no cancellation fee.
• The Service operates only within the prepaid balance. The state of "unpaid" cannot exist by design.
• When the balance is depleted, the Service automatically suspends. The Service resumes upon top-up.
• Fees are denominated in US dollars (USD), and local tax based on the Customer's country or region is added at checkout. Where payment is made in a currency other than USD, the exchange rate is fixed at the point of transaction.
• Models used by the Service are updated regularly to keep using the latest stable versions. Pricing varies according to the model in use.

4. Refunds

Unused balance is refundable upon written request to the Provider, subject to verification of identity and account status. Balance consumed by usage is non-refundable. Refunds are processed within 30 business days of approval.

5. Acceptable Use

Customer may not use the Service to:

• Violate applicable laws or regulations.
• Generate content that promotes violence, illegal activity, or infringes on the rights of third parties.
• Reverse-engineer, decompile, or attempt to extract the source code or proprietary algorithms of the Service.
• Resell, transfer, or sublicense the Service to a third party on a standalone, pass-through basis — that is, without integrating it into Customer's own product or service, or without providing it as part of Customer's own services (such as implementation support, deployment, or operational consulting). In particular, reselling or relaying the Service to a third party by adding a markup or fee on top of the Service's usage charges.
• Interfere with or disrupt the Service infrastructure or the experience of other users.

Conversely, Customer may integrate the Service into Customer's own products or services, and may assist Customer's own clients in adopting, configuring, and operating the Service as part of Customer's services (such as implementation support, deployment, or operational consulting). No prior consent from the Provider is required for such use. In such cases, Customer is solely responsible for all use of the Service in the form Customer provides it, and shall ensure that Customer's clients and end users comply with these Terms and the prohibitions in this section.

Customer is also bound by the acceptable use policies of upstream providers (Anthropic, OpenAI, etc.) for content generated through their respective APIs.

6. Intellectual Property

The Service, including its software, knowledge management technology (ES-IFM), user interface, and documentation, is owned by the Provider. These Terms grant the Customer a limited, non-exclusive, non-transferable license to use the Service (i) for Customer's own business, or (ii) as integrated into Customer's own products or services or as part of services provided to Customer's clients. This license does not include the right to resell or relay the Service on a standalone, pass-through basis as described in Section 5.

Content submitted by the Customer ("Customer Content") and outputs generated by the Service ("Outputs") are subject to the following:

• Customer retains ownership of Customer Content.
• Outputs are assigned to the Customer to the extent permitted by upstream provider terms.
• The Provider does not use Customer Content to train its models.

7. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. The Provider does not guarantee:

• The accuracy, completeness, or reliability of any Output generated by upstream AI models.
• Continuous, uninterrupted, or error-free operation of the Service.
• That the Service will meet the Customer's specific requirements.

Customer acknowledges that AI-generated outputs may contain errors, inaccuracies, or biased content, and that such outputs should not be relied upon without independent verification, particularly for legal, medical, financial, or other consequential decisions.

8. Limitation of Liability

To the maximum extent permitted by applicable law, the Provider's total liability arising from or related to these Terms shall not exceed the fees paid by the Customer to the Provider (excluding consumption tax and other taxes) in the three (3) months preceding the event giving rise to the claim.

The Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity.

9. Upstream Provider Dependencies

The Service depends on upstream AI providers (Anthropic, OpenAI, and others). Service availability, pricing, and capabilities are subject to changes in upstream provider terms and infrastructure. The Provider will make reasonable efforts to maintain continuity but cannot guarantee against changes outside its control.

10. Data Handling and Deletion

Customer Content and operational data are handled in accordance with our Privacy Policy. Upon account termination or written request, data is processed through the following lifecycle: active → suspended → logical_deleted → pseudonymized → physical_deleted, with retention periods specified in the Privacy Policy.

11. Service Modifications and Termination

The Provider may modify the Service at any time, including adding, changing, or removing features. Material changes will be communicated to Customers via email or in-Service notification.

Either party may terminate the Service relationship at any time by providing written notice. Upon termination, the Customer may request the return of unused balance. The Provider will retain data only as required by law or for the data lifecycle described above.

12. Modifications to These Terms

The Provider may update these Terms from time to time. Material changes will be communicated to Customers at least 30 days in advance. Continued use of the Service after the effective date of revised Terms constitutes acceptance.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

14. Contact

For inquiries regarding these Terms:
STANDOUT Inc.
Email: [email protected]

Last updated: June 2, 2026