Terms of Service

Provider: Strictus GK, trading as Keelson (the “Company”).

These Terms of Service (the “Terms”) set out the conditions for using Keelson (the “Service”), provided by the Company. Corporations, organizations, associations, and sole proprietors using the Service (each a “User”) must agree to these Terms before using the Service.

Article 1 (Purpose and Scope)

These Terms define the rights and obligations of the Company and the User in connection with the Service and apply to all aspects of their relationship concerning its use.

The Service is a B2B service for corporations, organizations, associations, and individuals acting for business purposes (collectively, “Business Entities”). It is not intended for consumers as defined in Article 2, paragraph 1 of Japan’s Consumer Contract Act.

Rules, guidelines, policies, price lists, and other provisions that the Company publishes on the Service or separately presents to the User (the “Supplemental Policies”) form part of these Terms. The User must comply with these Terms and the Acceptable Use Policy (AUP), which sets out prohibited activities and how violations are handled.

If these Terms conflict with a Supplemental Policy, these Terms take precedence. However, the AUP governs the details of prohibited activities and the selection of measures and procedures for addressing violations. Liability and indemnification are governed by Articles 15 and 19 of these Terms, and data handling is governed by Article 20 and the Privacy Policy.

Article 2 (Definitions)

The following definitions apply in these Terms:

“User”: A Business Entity that has registered under Article 3 and uses the Service.
“Workspace”: A unit for managing the User’s apps, members, access permissions, and subscription plan.
“User Data”: Applications, source code, database contents, stored files, content, application logs, and other data that the User stores, transmits, generates, or displays through the Service.
“Usage Data”: Logs, metrics, resource usage, activity history, and similar information generated by the Company’s systems in providing the Service, excluding User Data itself.
“Third-Party Services”: External services used by the Company to provide the Service, such as cloud infrastructure, authentication, and payment services supplied by third parties.
“Registration Information”: The business name, contact person’s name, email address, and other information submitted through the Company’s forms or other registration methods.

Article 3 (Formation of the Service Agreement)

A prospective User must agree to these Terms and apply for registration using the method specified by the Company.

The agreement to use the Service (the “Service Agreement”) is formed when the Company accepts the application by issuing an account or enabling use of the Service.

The person applying represents and warrants that they have the authority to enter into the Service Agreement on behalf of the relevant Business Entity.

The Company may reject an application in any of the following circumstances and is not required to disclose its reasons:

Any Registration Information provided to the Company is false, incorrect, or incomplete.
The applicant has previously been subject to suspension or similar measures for violating these Terms or other applicable conditions.
The Company otherwise considers the registration inappropriate.

Article 4 (Account Management)

The User must properly manage and safeguard accounts used to sign in to the Service, API keys, access tokens, and other credentials. Personal sign-in credentials must not be shared, and accounts must not be lent, transferred, bought, or sold.

For the business uses described in Article 9, the User may grant access to officers, employees, contractors, and similar parties through the Company’s designated methods, and configure API keys or other credentials in external systems or automation tools. The User must limit permissions to what is necessary and promptly revoke permissions and credentials that are no longer needed.

The User is responsible for addressing problems caused by its inadequate management, operational errors, or improper use by those it has authorized. The User’s liability and indemnification obligations to the Company, and the Company’s liability, are governed by Articles 15 and 19.

If credentials are found to have been leaked, stolen, or used without authorization, the User must immediately notify the Company, take steps to prevent harm, such as revoking credentials, and reasonably cooperate with the Company’s investigation and response.

Article 5 (Service Features and Changes)

The Service provides infrastructure for deploying, running, and managing internal business applications and similar apps. Detailed features and specifications are described on the Company’s website or in the management console.

The Company may, at its discretion, change the Service’s specifications, features, design, and other aspects to add functionality, make improvements, enhance security, or serve similar purposes.

Article 6 (Third-Party Services)

Parts of the Service use Third-Party Services. The Company publishes a list of the main Third-Party Services it uses separately on its website or through other channels.

The User acknowledges that its use of the Service may be subject to restrictions arising from the terms or policies of Third-Party Services.

The Company may suspend or discontinue the Service if a Third-Party Service’s suspension, discontinuation, or changes to its specifications make it difficult to continue providing the Service.

Article 7 (Availability and Disclaimer of Warranties)

The Company provides the Service on an “as is” basis, without express or implied warranties, including warranties of fitness for a particular purpose, commercial usefulness, completeness, or continuity.

The Company provides the Service on a best-effort basis using reasonable efforts, but does not currently guarantee any particular uptime or availability. No service level agreement (SLA) is currently offered.

The Company will give advance notice of planned maintenance whenever possible.

The Company may suspend or interrupt all or part of the Service without prior notice in any of the following circumstances:

Urgent inspection or maintenance of systems used for the Service is necessary.
Computer or network failures, operational errors, excessive traffic, unauthorized access, hacking, or similar events prevent operation of the Service.
Earthquakes, lightning, fires, storms, flooding, power outages, natural disasters, or other events beyond the Company’s control prevent operation of the Service.
The Company otherwise considers suspension or interruption necessary.

Article 8 (Data and Backups)

Copyright and other intellectual property rights in User Data remain with the User or the rights holder who licensed the data to the User.

The Company may copy, back up, analyze, transmit, and otherwise process User Data to the extent necessary to provide and maintain the Service, protect its security, respond to incidents, and carry out related activities.

The Company may take periodic backups for system recovery, but does not guarantee complete recovery of all data.

The User is responsible for keeping backups of important User Data. If User Data is lost due to a Company system failure, operational error, unauthorized access, or similar event, the Company may attempt recovery to a commercially reasonable extent, but does not guarantee complete recovery. Liability for damages relating to data loss is governed by Article 15 (Liability and Limitations).

Article 9 (Purpose and Scope of Internal Use)

The Service is provided primarily for the User’s internal use, including internal business operations and development and testing.

“Internal use” includes use by the User’s officers and employees, as well as contractors, business partners, and other related parties acting for the User’s business purposes.

The User must ensure that these parties comply with these Terms and is fully responsible for their actions in connection with the Service.

The User must not use applications running on the Service to provide services to the general public, including offering SaaS to external customers. An exception applies where the Company separately consents in writing or through another method it specifies.

Article 10 (Use of Usage Data)

The Company may collect, analyze, and use Usage Data to improve the Service, develop new services, maintain security, and serve similar purposes.

The Company may create statistics from Usage Data in a form that does not identify any particular individual or business, and may use those statistics at its discretion, including in published marketing materials.

Article 11 (Prohibited Activities)

The User must not engage in activities that fall, or are likely to fall, into any of the following categories when using the Service:

Violating laws or regulations, or engaging in activities connected with criminal conduct.
Infringing the intellectual property, image rights, privacy, reputation, or other rights or interests of the Company, other Users, or third parties.
Placing excessive load on the Service’s networks or systems.
Activities likely to interfere with operation of the Service.
Accessing or attempting to access the Company’s networks or systems without authorization.
Analyzing the Service’s source code through decompilation, disassembly, reverse engineering, or similar methods.
Probing or investigating vulnerabilities in the Service’s systems, networks, or container environments; attempting to bypass or disable security features; or attempting to escape a container.
Using the Service for purposes outside its intended use, such as mining, distributing spam, or launching or relaying attacks.
Providing benefits to Anti-Social Forces as defined in Article 16.
Other activities the Company considers inappropriate.

The AUP sets out the details of prohibited activities and how violations are handled. Research conducted within the scope and conditions of the Company’s published Vulnerability Research and Reporting Policy, or separately authorized by the Company in writing, is exempt from items 6 and 7 to the extent of that authorization.

The Company may take measures under Article 12 and the AUP in response to violations. Liability and indemnification for losses arising from violations are governed by Article 19.

Article 12 (Suspension and Termination)

In any of the circumstances listed below, the Company may temporarily suspend use of the Service, or cancel the User’s registration and terminate the Service Agreement, to the extent necessary and proportionate, taking into account the circumstances, impact, urgency, and corrective action taken.

For AUP violations, the Company will follow Section 5 of the AUP, including its procedures for advance notice, emergency action, and reconsideration. In other cases, the Company will also give advance notice and an opportunity to remedy the issue where possible. However, it may act without prior notice or a demand to remedy the issue where necessary because of a serious violation, a risk of further harm, legal requirements, or similar circumstances.

The User violates any provision of these Terms.
The User suspends payments or becomes unable to pay its debts, or a petition is filed to commence bankruptcy or similar proceedings.
The User has not used the Service for at least six months and does not respond within a reasonable period after the Company sends a notice to its registered email address.
The Company otherwise considers the User’s continued use of the Service inappropriate.

The Company’s liability in connection with suspension or termination under this Article is governed by Article 15.

The User’s unpaid obligations to the Company survive suspension or termination under this Article. Articles 14 (Confidentiality), 15 (Liability and Limitations), 16 (Exclusion of Organized Crime and Related Groups), 17 (Intellectual Property), 19 (User Responsibility and Indemnification), and 20 (What Happens When the Agreement Ends), and other provisions that should survive by their nature, also remain in effect.

Article 13 (Fees and Payment)

The User must pay the fees separately determined by the Company and displayed on its website or through other channels, using the payment method specified by the Company.

The billing currency is determined by the User’s billing country. Users with a billing country of Japan are billed in Japanese yen, inclusive of consumption tax. Other Users are billed in US dollars, with prices shown excluding applicable taxes. The billing currency is fixed when the first subscription is established and cannot be changed thereafter. US dollar prices do not fluctuate with exchange rates. Changes to fees, regardless of currency, will be announced in accordance with Article 22.

The Service is offered only to Users with a billing address in Japan, the United States, Singapore, Taiwan, Thailand, Australia, New Zealand, or Canada.

Free trial conditions, including eligible plans, duration, and whether a credit card is required, are as displayed on the Company’s website or through other channels. If no payment method is registered by the end of the trial, the Service Agreement ends without a charge. If a payment method is registered, the subscription automatically converts to a paid plan after the trial.

Late payments accrue late payment interest at an annual rate of 14.6%.

Fees accrue monthly, and cancellation during a billing period does not entitle the User to a refund or prorated adjustment. During a paid subscription, an upgrade takes effect immediately and the prorated difference is settled at the time of the change. A downgrade takes effect at the end of the current billing period, without a prorated adjustment. During a free trial, both upgrades and downgrades take effect immediately and incur no charge.

The User may request cancellation of a paid plan through the management console or another method specified by the Company. Ordinary cancellation takes effect at the end of the current billing period, and the User may continue using its plan until then. Termination under Article 12, deletion of a Workspace, and cancellation under Article 22 are subject to their respective provisions.

Article 14 (Confidentiality)

“Confidential Information” means information disclosed by one party to the other in connection with the Service that is marked confidential or can reasonably be understood to be confidential from its nature or the circumstances of disclosure. User Data is treated as Confidential Information whether or not it is marked confidential, subject to the exclusions below.

Neither the User nor the Company may disclose or leak Confidential Information to a third party without the other party’s prior written consent. However, either party may disclose it to officers, employees, contractors, and professional advisers such as lawyers to the extent necessary to use or provide the Service. Unless those recipients are subject to a legal duty of confidentiality, the disclosing party must impose obligations equivalent to those in this Article and remains responsible for their handling of the information.

The User and the Company may use Confidential Information only to use or provide the Service, and only to the extent reasonably necessary for that purpose. They must not copy or reproduce it except as necessary for that purpose.

Confidential Information does not include information that:

Was publicly known when disclosed.
Becomes publicly known after disclosure through no fault of the recipient.
Was already held by the recipient before disclosure.
Was lawfully obtained without a confidentiality obligation from a third party authorized to disclose it.
Was independently developed without using Confidential Information.

A party may disclose Confidential Information to the extent required by law or a court or similar order. Unless prohibited by law or similar restrictions, it will notify the other party in advance where possible. Personal information must also be handled in accordance with applicable law and the Privacy Policy.

Article 15 (Liability and Limitations)

To the extent permitted by law, the Company is not liable for losses suffered by the User arising from the Service, except where caused by the Company’s willful misconduct or gross negligence.

Where the Company is liable for damages, liability is limited to direct and ordinary losses actually incurred. It excludes incidental, indirect, special, and future losses, and lost profits. These limitations apply only to the extent permitted by law and do not apply to the Company’s willful misconduct or gross negligence.

Except in cases of the Company’s willful misconduct or gross negligence, and to the extent permitted by law, the Company’s total liability is capped at the total Service fees the User paid during the 12 months preceding the month in which the event giving rise to the loss occurred.

This Article applies to all exclusions and limitations of the Company’s liability in these Terms and the Supplemental Policies. No provision excludes or limits liability for the Company’s willful misconduct or gross negligence, or liability that cannot legally be excluded or limited.

The User and the Company each represent and warrant that they are not, and have no relationship with, “Anti-Social Forces.” This term refers to organized crime groups, their members and associates, affiliated businesses, corporate racketeers, groups using social or political movements as a pretext for extortion, groups specializing in sophisticated organized crime, and similar persons or groups.

If either party determines that the other has breached the preceding paragraph, it may immediately terminate the Service Agreement without a prior demand to remedy the breach and will not be liable for losses the other party suffers as a result.

Article 17 (Intellectual Property)

All intellectual property rights in the Service, including copyrights, patents, utility model rights, trademarks, design rights, and other intellectual property rights, belong to the Company or its licensors.

Subject to compliance with these Terms, the Company grants the User a non-exclusive right to use the Service for its own business purposes. This permission does not transfer any intellectual property rights in the Service to the User.

Article 18 (Security Incidents)

If the Company becomes aware of a security incident involving the Service that could affect User Data, such as disclosure, loss, or damage to information, it will notify the User within a reasonable period using the methods described in Article 21.

The Company will make reasonable efforts to investigate the impact, take interim measures, and consider steps to prevent recurrence, but does not guarantee the outcome or recovery time.

The User must reasonably cooperate with the Company in resolving security incidents.

Article 19 (User Responsibility and Indemnification)

The User is responsible, at its own expense, for responding to third-party claims, lawsuits, and similar proceedings, including those brought by other Users, arising from its breach of these Terms or use of the Service for which it is at fault. If the Company suffers losses for these reasons, the User must compensate or indemnify the Company for those losses, including reasonable legal fees. This does not apply to the extent the losses are attributable to the Company’s own fault.

If the Company receives a third-party claim, it will promptly notify the User and reasonably cooperate as necessary in responding. The User and the Company will consult on how to respond, and neither may enter into a settlement or similar arrangement that imposes obligations or burdens on the other without the other’s prior consent.

Article 20 (What Happens When the Agreement Ends)

When the Service Agreement ends, the User must stop using the Service, and the Company may disable access to the affected Workspace’s apps and data. The User is responsible for exporting any data it needs before the agreement ends.

After the agreement ends, the Company may delete the affected User Data once the retention period it determines has elapsed. As a general rule, that period will be no more than 30 days from the end of the agreement. This does not guarantee 30 days of retention or the ability to use, export, or restore data during that period.

When the User approves deletion of an app or Workspace, the Company will disable access to the affected apps and promptly proceed with deleting the apps, deployment history, source code, build artifacts, and secrets, such as API keys and other confidential configuration values. Database contents, stored files, and backups are also subject to deletion, but may be temporarily retained as necessary to assist with recovery from accidental deletion or to complete deletion procedures. The User must export any data it needs before deletion.

The deleted app’s URL will no longer be usable, but the Company may retain URL identifiers to prevent reuse by third parties or misdirected connections.

The Company may retain records needed for legal retention obligations, security, abuse investigations, dispute resolution, or similar purposes, only to the extent and for as long as necessary, in accordance with law and the Privacy Policy. User Data remaining in backups or similar storage will be deleted through the designated deletion process or expiry of the retention period after the purpose for retaining it has ended.

The Company does not guarantee data retention for the User or restoration after deletion. Even if it assists with recovery from accidental deletion or similar events, it does not guarantee success, scope, or completion time. The Company’s liability for deletion and recovery assistance under this Article is governed by Article 15.

Article 21 (Communications and Notices)

Inquiries and other communications or notices between the User and the Company concerning the Service must use the methods specified by the Company, such as email or notices in the management console.

Communications or notices sent by the Company to the email address or other contact details in the Registration Information are deemed received by the User.

Article 22 (Changes to These Terms)

The Company may change these Terms under Article 548-4 of Japan’s Civil Code if the changes are in the general interests of Users, or if they do not conflict with the purpose of the Service Agreement and are reasonable in light of the need for the changes, the appropriateness of the revised terms, and other relevant circumstances.

By the effective date, the Company will announce that the Terms are changing, publish the revised Terms and their effective date on its website, or make them available through another appropriate method. Website publication may serve in place of individual notice of the changes.

For changes that materially disadvantage the User, such as fee increases or changes to the scope of liability, the Company will generally give notice through the registered email address or management console at least 30 days before the effective date. If that period cannot be provided because of legal requirements or similar circumstances, the Company will provide notice by the effective date, allowing a notice period appropriate to the nature and urgency of the changes.

A User who does not agree to a materially disadvantageous change may contact the Company’s designated support channel by the effective date and cancel the Service Agreement on or before that date, regardless of the ordinary cancellation timing in Article 13.

Where consent is required by law, the Company will obtain it through its designated process. Terms validly amended under this Article apply from the announced effective date.

Article 23 (Business Transfers)

In connection with a business transfer, merger, company split, or other business succession, the Company may transfer its position under the Service Agreement, its rights and obligations under these Terms, and Registration Information, User Data, and other customer information to the transferee or successor. The User consents to such transfers in advance.

The Company will require the transferee or successor to handle User Data and personal information with a level of protection at least equivalent to these Terms and the Privacy Policy.

Article 24 (Restrictions on Assignment)

The User may not assign its position under the Service Agreement or its rights or obligations under these Terms to a third party, or grant a security interest in them, without the Company’s prior written consent.

Article 25 (Severability)

If any provision of these Terms, or any part of a provision, is found invalid or unenforceable under applicable law, the remaining provisions and the remaining parts of that provision will continue in full force and effect.

Article 26 (Governing Law and Jurisdiction)

These Terms are governed by and interpreted in accordance with Japanese law.

The Tokyo District Court has exclusive jurisdiction as the court of first instance over disputes concerning the Service.

Article 27 (Language)

The Japanese version of these Terms is the authoritative text. Translations into English or other languages are provided for reference only. Only the Japanese text has contractual effect, and it prevails if there is any discrepancy with a translation.

End