Terms of Service

Chapter 1: General Provisions

Article 1 (Application of the Terms)

1. These Terms define the rights and obligations between BIT Inc. (the "Company," "we," "us," or "our") and any individual or entity that uses the AI chatbot service "Replista" (the "Service") and apply to all relationships relating to the Service.
2. Any rules or regulations regarding the Service that we post on our website constitute a part of these Terms.
3. If there is any conflict between these Terms and any rules or explanations outside these Terms, these Terms shall prevail.

Article 2 (Definitions)

The following terms used in these Terms have the meanings defined below:

1. "Company" means BIT Inc.
2. "User" means any individual or entity registered under Article 3.
3. "Service" means "Replista" and all ancillary services we provide that connect with Third-Party Services and perform AI-powered automated responses.
4. "Third-Party Services" include, without limitation:
   • "Instagram" and other platforms provided by Meta Platforms, Inc.
   • "Google Cloud Platform," "Firebase," etc. provided by Google LLC or its affiliates
   • "Slack" provided by Slack Technologies, LLC
   • Any other third-party services integrated with the Service
5. "AI Engine" means any artificial intelligence engine we or third parties use within the Service to generate automated responses.
6. "User Content" means all information that Users input, upload, transmit or store via the Service (including learning data such as text, PDFs, URLs, configured response content, messages sent by users, etc., but not limited to these).
7. "Intellectual Property Rights" means copyrights, patents, utility model rights, design rights, trademarks and all other intellectual property rights (including the right to obtain such rights or apply for registration thereof).
8. "Company Website" means the website whose domain is "replista-website.web.app" (including any subsequent changes to the domain or content for any reason).

Chapter 2: Agreement for Use

Article 3 (Registration)

1. A person wishing to use the Service ("Applicant") may apply for registration by agreeing to these Terms and providing the Company with the information specified by the Company in the manner prescribed by the Company.
2. The Company shall determine approval or denial of registration according to the Company's criteria and notify the Applicant if registration is approved. Registration as a User is completed when the Company provides such notification.
3. Applicants must be at least 18 years old or a duly organized and validly existing legal entity.
4. The Company may refuse registration or re-registration if an Applicant falls under any of the following categories, and has no obligation to disclose the reasons:
   1. All or part of the registration information provided to the Company contains false information, errors, or omissions
   2. The applicant is a minor, person under adult guardianship, person under curatorship, or person under assistance, and has not obtained consent from their legal representative, guardian, curator, or assistant
   3. The applicant is determined by the Company to be antisocial forces (meaning organized crime groups, members of organized crime groups, or others equivalent thereto; the same applies hereinafter) or to have some form of interaction or involvement with antisocial forces
   4. The applicant is determined by the Company to be a person who has previously violated a contract with the Company or a related party thereof
   5. The Company otherwise determines that registration is inappropriate

Article 4 (Fees and Payment)

1. When using paid plans of the Service, Users shall pay the usage fees separately determined by the Company and displayed on the Company Website, using the payment method designated by the Company.
2. Contract periods are set for each plan as separately determined by the Company. Unless cancellation procedures are completed through the Company's prescribed method before the expiration of the period, the contract shall be automatically renewed under the same conditions, and Users agree to such renewal.
3. If a User delays payment of usage fees, the User shall pay default interest to the Company at an annual rate of 14.6%.
4. The Company shall not respond to any requests for refunds of usage fees already paid, regardless of the reason.
5. The Company may change the usage fees for the Service at its discretion. When changing usage fees, the Company shall notify Users at least 30 days before applying the changed fee plan, and if Users continue to use the Service after such notification, they shall be deemed to have agreed to the change.

Article 5 (Account Information Management)

1. Users shall appropriately manage and store information related to the Service and Third-Party Services, including IDs, passwords, API keys, etc., at their own responsibility, and shall not allow third parties to use such information or lend, transfer, change names, buy or sell such information.
2. Users shall bear responsibility for damages arising from inadequate management of account information, usage errors, use by third parties, etc., and the Company shall bear no responsibility whatsoever. Users shall immediately report to the Company if unauthorized use is suspected.

Chapter 3: User Responsibilities and Prohibited Acts

Article 6 (Prohibited Acts)

Users shall not engage in any of the following acts or acts that the Company determines fall under the following categories when using the Service:

1. Acts that violate laws or are related to criminal acts
2. Acts that may harm public order or good morals
3. Acts that infringe intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Company or third parties
4. Acts that violate the terms of use, developer policies, or other regulations of Third-Party Services (including but not limited to violations of policies established by Meta, Google, Slack, etc.)
5. Sending spam messages or other messages that recipients do not want
6. Transmitting information that falls under or is determined by the Company to fall under the following categories through the Service:
   • Illegal, defamatory, obscene, discriminatory, or threatening content
   • Excessively violent or cruel expressions, explicit sexual expressions
   • Computer viruses or other harmful computer programs
7. Acts that place excessive load on the Service's network or systems, or acts that may interfere with the operation of the Service
8. Reverse engineering, decompiling, disassembling, or otherwise attempting to decipher source code of the Service
9. Acts to probe vulnerabilities of the Service, or hacking or other unauthorized access acts
10. Acts of impersonating third parties or unauthorized use of others' accounts
11. Other acts that the Company determines to be inappropriate

Article 7 (Third-Party Services)

1. Users shall use Third-Party Services at their own responsibility and expense, and shall comply with the terms of use, policies, etc. of Third-Party Services.
2. The Service is premised on integration with Third-Party Services, and Users agree in advance that all or part of the Service may become unavailable due to specification changes, usage restrictions, failures, suspensions, terminations, etc. of Third-Party Services.
3. The Company shall bear no responsibility for freezing, deletion, or usage restrictions of Users' accounts on Third-Party Services, or other disputes arising between Users and providers of Third-Party Services.

Article 8 (User Content and Rights)

1. Intellectual property rights related to User Content created by Users shall be retained by such Users or third parties who have granted rights to such Users.
2. Users grant the Company the right to use, reproduce, distribute, create derivative works, display, and perform User Content free of charge, worldwide, non-exclusively, sublicensably, and transferably to the extent necessary for providing, maintaining, improving, and promoting the Service.
3. Users warrant at their own responsibility that User Content does not infringe third-party rights, that its content is legal and appropriate, and that it does not fall under the prohibited acts set forth in Article 6. The Company shall bear no responsibility for content that Users transmit or manage through the Service.
4. Users shall backup User Content at their own responsibility. The Company shall bear no responsibility for loss, damage, or alteration of User Content.

Chapter 4: Intellectual Property and Disclaimers

Article 9 (Intellectual Property)

All intellectual property rights related to the Service, Company Website, and AI Engine belong to the Company or parties who have granted licenses to the Company, and the license to use the Service based on these Terms does not mean a license to use these intellectual property rights.

Article 10 (Disclaimer of Warranties)

1. The Company provides the Service "as is" and makes no warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
2. The Company does not guarantee that the Service will not be interrupted, will not contain errors, bugs, or other defects, will always be safe, or will meet all Users' expectations.
3. The Company makes no warranty regarding the accuracy, completeness, usefulness, legality of response content generated by the AI Engine, or that it does not infringe third-party rights.
4. The Company does not guarantee that use of the Service will not be affected by specification changes, failures, suspensions of Third-Party Services, or freezing/deletion of accounts on such services.

Article 11 (Limitation of Liability)

1. The Company shall bear no responsibility for any damages arising to Users from use of the Service, except in cases of the Company's willful misconduct or gross negligence.
2. Even if the Company bears responsibility for some reason, the Company shall not be liable for incidental damages, indirect damages, special damages, future damages, or damages related to lost profits.
3. The total amount of damages that the Company bears toward Users shall not exceed the total amount of Service usage fees that the Company actually received from such Users during the 12 months prior to the time when such damages occurred, under any circumstances.

Article 12 (Indemnification)

If claims, lawsuits, damages, losses, or costs (including reasonable attorney fees) arise against the Company, its officers, employees, or partners due to or in connection with Users' violation of these Terms, violation of laws, or infringement of third-party rights, Users shall defend the Company and others at their own cost and responsibility and compensate for all damages incurred.

Chapter 5: Termination of Agreement

Article 13 (Termination of Agreement)

1. Cancellation by User: Users may cancel the Service usage agreement at any time by notifying the Company through the method prescribed by the Company.
2. Termination by Company: If Users violate any provisions of these Terms, including Article 6 (Prohibited Acts), the Company may immediately suspend provision of the Service or terminate the usage agreement without prior notice.
3. Even if the agreement is cancelled or terminated, paid usage fees will not be refunded. Additionally, Users shall naturally lose the benefit of time regarding all debts owed to the Company and must immediately pay all debts.

Chapter 6: Miscellaneous

Article 14 (Confidentiality)

Users and the Company shall maintain as confidential all technical, business, and other non-public information learned from the other party in connection with the Service, and shall not disclose or leak such information to third parties, except with prior written consent from the other party.

Article 15 (Personal Information Handling)

The Company's handling of Users' personal information shall be governed by the Privacy Policy separately established by the Company, and Users agree that the Company will handle Users' personal information in accordance with this Privacy Policy.

Article 16 (Changes to Terms)

The Company may change these Terms. When changing these Terms, the Company will announce the effective time and content of the changed Terms through posting on the Company Website or other appropriate methods. If Users continue to use the Service after the changes, they shall be deemed to have agreed to the changed Terms.

Article 17 (Prohibition of Transfer of Rights and Obligations)

Users may not transfer their contractual position under the usage agreement or rights or obligations based on these Terms to third parties, or use them as collateral, without prior written consent from the Company.

Article 18 (Severability)

Even if any provision of these Terms or part thereof is determined to be invalid or unenforceable, the remaining provisions of these Terms and the remaining portions of provisions determined to be partially invalid or unenforceable shall continue to have full effect.

Article 19 (Governing Law and Jurisdiction)

1. These Terms and the Service usage agreement shall be governed by Japanese law.
2. Any disputes arising from or related to these Terms or the Service usage agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Supplementary Provisions

Effective Date: June 12, 2025