TERMS OF SERVICE

Last Updated: March 12, 2026

Kotoba Technologies, Inc. (“Kotoba,” “we,” “our,” or “us”) welcomes you. We invite you to access and use our website located at https://www.kotoba.tech (the “Website”) and our mobile application, and the related voice translation services, features, and functionality made available through them (collectively, the “Services”), subject to the following terms and conditions (the “Terms of Service” or “Terms”).  These Terms of Service apply to all users of the Website and the App, including both individual (non-enterprise) users and enterprise customers. To the extent certain provisions apply only to enterprise customers or only to non-enterprise users, such distinctions will be expressly identified herein.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES, INCLUDING BY VISITING THE WEBSITE OR ACCESSING OR USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

If you accept or agree to the Agreement on behalf of a company or other legal entity, including as an enterprise customer, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.  

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.

• LICENSE TO USE THE SERVICES

We grant you a limited, non-exclusive, non-transferable, revocable license to download and install a copy of the mobile application (the “App”) on a mobile device that you own or control and to access and use the App and the Services, including any features, functionality, and proprietary technology made available through the App, solely for your personal or internal business purposes and in accordance with these Terms.  If you are an enterprise user, you may permit your employees, contractors, and other individuals authorized by you to access and use the Services on your behalf ("Authorized Users"), provided that (i) each Authorized User's use is solely for your internal business purposes, (ii) you ensure that each Authorized User agrees to and complies with these Terms, and (iii) you remain fully responsible for all acts and omissions of your Authorized Users as if they were your own. Kotoba reserves all rights in and to the App not expressly granted to you. 

If you download the App from the Apple App Store (“Apple App”), you may use the Apple App only: (i) on an Apple-branded product running iOS; and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Apple is not responsible for the App or its content and has no obligation to provide maintenance or support services. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the Apple App.

If you download the App from Google Play, your use of the App is also subject to the Google Play Terms of Service.

Your mobile carrier’s standard data, text, and voice charges may apply when using the App.

• USE OF PERSONAL INFORMATION

Your use of the Services may involve the transmission to us of certain personal information. Our policies with respect to the collection, use, and sharing of such personal information are governed according to our Privacy Policy (Privacy Policy), which is hereby incorporated by reference in its entirety.  

• AGE RESTRICTION

The Services are not intended for use by individuals under the age of 13, and you must be at least 13 years of age to create an account or use the Services. If you are under 18, you represent that you have your parent or guardian's permission to use the Services. We do not knowingly collect personal information from children under 13 without parental consent.

• ACCOUNTS

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you are an enterprise user, you are responsible for maintaining the confidentiality of all Authorized User credentials associated with your account and for all activities that occur under any Authorized User account. You agree to ensure that each Authorized User maintains the confidentiality of their credentials and complies with the terms of this Agreement. You agree to notify us immediately of any unauthorized use of your account or any Authorized User account  or any other breach of security. We are not responsible for any loss or damage arising from your failure or any Authorized User's failure to safeguard applicable account credentials.

We reserve the right to suspend or terminate your account or any Authorized User account at any time, in our sole discretion, for any violation of this Agreement or for any other lawful reason.

• PURCHASE; PAYMENT

All fees and subscription charges are displayed at the time of purchase through the applicable platform (e.g., Apple App Store or Google Play) or Website and may be presented in your local currency. By purchasing a subscription or other paid feature, you agree to pay all applicable fees and taxes. Payments are processed by the applicable platform (e.g., Apple App Store, Google Play) or third-party payment processor (e.g., Stripe). By providing your payment information, you authorize the applicable platform or payment processor to charge your designated payment method for the total amount due, including any recurring subscription charges, if applicable. We do not store complete payment card information on our servers. We reserve the right to refuse, cancel, or limit any order for any reason, including suspected fraud, unauthorized activity, payment failure, or manifest pricing error. If we cancel a transaction, we will not charge you or will refund any amount charged, as appropriate.

• SUBSCRIPTIONS; AUTOMATIC RENEWAL 

If you enroll in a subscription program, you agree that your subscription will automatically renew at the frequency disclosed at the time of purchase unless and until you cancel. By enrolling in a subscription, you authorize us (or our third-party payment processors) to charge your designated payment method on a recurring basis for the applicable subscription fee, including any applicable taxes, without further authorization from you, until you cancel. You may cancel your subscription at any time through your account settings (as applicable) or, if you purchased through the Apple App Store or Google Play, through the applicable platform, or by contacting us as described in Section 25. Cancellation will take effect at the end of the then-current billing period unless otherwise disclosed at the time of enrollment, and you may continue to receive Services for any subscription period that has already been charged. We will provide an acknowledgment of your enrollment that includes the material subscription terms and information regarding how to cancel. We reserve the right to modify, suspend, or terminate subscription offerings at any time. We will provide advance notice of any material changes to your subscription, including any changes to fees, and you will have the opportunity to cancel before such changes take effect, where required by applicable law. Except as required by applicable law, subscription fees are non-refundable once charged. If you purchase a subscription through the Apple App Store or Google Play, refunds (if any) are subject to the applicable platform’s refund policies, and we do not control or issue such refunds.

• INTELLECTUAL PROPERTY

• OWNERSHIP. The Services, including all software, features, functionality, algorithms, models, text, graphics, and other proprietary technology made available through the Services, are owned by Kotoba or its licensors and are protected by intellectual property and other applicable laws. Except for the limited rights expressly granted in these Terms, no rights, title, or interest in or to the Services are transferred to you. The trademarks, service marks, and logos displayed on the Services are the property of Kotoba or their respective owners, and you may not use any such marks without prior written permission. 

• RESTRICTIONS. You may not: (i) copy, modify, or create derivative works of the Services; (ii) distribute, transfer, sublicense, lease, lend, or rent the Services to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; or (iv) make the Services available to multiple users except as expressly permitted by Kotoba.

• USER CONTENT; DATA RIGHTS. 

• USER CONTENT. The Services may allow you to submit, upload, or transmit audio recordings, text, translations, and other materials (“User Content”). You retain any ownership rights you may have in your User Content.

• LICENSE TO KOTOBA. You grant Kotoba a  perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, analyze, create derivative works from, and otherwise process your User Content for the purposes of providing, operating, maintaining, securing, supporting, and improving the Services, including troubleshooting, quality assurance, analytics, and service optimization.

• MODEL TRAINING (NON-ENTERPRISE USERS). If you are using the Services as an individual (non-enterprise) user, you further grant Kotoba the right to use your User Content to develop, improve, and train Kotoba's machine learning models and related technologies. You acknowledge that insights, learnings, and improvements derived from your User Content may become embedded in Kotoba's models in a manner that cannot practicably be separated or removed. Kotoba retains a perpetual, irrevocable, royalty-free, sublicensable license to all such derived insights, learnings, improvements, and any aggregated or de-identified data, even after deletion of your User Content or termination of your account. Any deletion or opt-out request will apply on a going-forward basis only and will not require Kotoba to modify or retrain any existing model. You may opt out of model training by contacting us as described in Section 25 or through your account settings.

• ENTERPRISE USERS. If you as an enterprise user, or your Authorized Users, access or use the Services, your User Content will not be used for model training or general artificial intelligence development except as expressly agreed in writing and will otherwise be processed in accordance with that agreement and any applicable data processing addendum. As an enterprise user, you represent and warrant that (i) you have implemented appropriate policies and procedures to ensure compliance with all applicable data protection, privacy, wiretapping, and electronic surveillance laws in connection with your and your Authorized Users' use of the Services, (ii) you will obtain, and will ensure that your Authorized Users obtain, all necessary consents from end users and third parties whose data, voice, or communications are processed through the Services, and (iii) you are solely responsible for ensuring that your and your Authorized Users' use of the Services complies with applicable laws in all jurisdictions where you, your Authorized Users, or your end users operate. You may opt out of any future use of aggregated or de-identified data derived from your User Content by contacting us as described in Section 25.

• THIRD-PARTY CONTENT. If you submit, upload, or transmit any User Content that contains the personal information, voice, image, or communications of any third party, you represent and warrant that you have obtained all necessary rights, consents, permissions, and authorizations from such third party to submit such content to the Services and to grant Kotoba the rights set forth in this Section 8, including any consents required under applicable data protection, privacy, wiretapping, and electronic surveillance laws. You further represent and warrant that your submission of such content does not and will not violate any applicable law, regulation, or third-party right, including any right of privacy, publicity, or intellectual property. Kotoba has no obligation to verify whether you have obtained the required consents and assumes no responsibility for your failure to do so. For the avoidance of doubt, your failure to obtain such consent from such third party whose personal information, voice, image, or communications are included in your User Content shall be deemed a material breach of this Agreement.

• THIRD-PARTY DATA; WIRETAPPING; COMPLIANCE WITH LAWS

• USER RESPONSIBILITY FOR THIRD-PARTY DATA. The Services may allow you or your Authorized Users to submit, upload, or transmit audio recordings, text, or other content that contains the personal information, voice, or communications of third parties. You are solely responsible for ensuring that you and your Authorized Users have obtained all necessary rights, permissions, consents, and authorizations from any third party whose data, voice, image, or communications are included in any content you or your Authorized Users submit through the Services, including any consents required under applicable data protection, privacy, or wiretapping and electronic surveillance laws.

• WIRETAPPING AND ELECTRONIC SURVEILLANCE LAWS. You acknowledge that the recording, interception, or transmission of oral, wire, or electronic communications may be subject to federal, state, and international wiretapping, eavesdropping, and electronic surveillance laws (including laws that require the consent of one or all parties to a communication), and you represent and warrant that your and your Authorized Users’ use of the Services to record, process, or transmit any communications complies with all such applicable laws, and that you or your Authorized Users have obtained all required consents from all parties to any communication before submitting such communication to the Services. Kotoba does not provide legal advice regarding consent requirements, and you are solely responsible for determining and complying with the laws applicable to your and your Authorized Users’ use of the Services.

• REGULATED DATA. The Services are not designed or intended to process data subject to specific regulatory frameworks, including protected health information subject to the Health Insurance Portability and Accountability Act ("HIPAA"), financial data subject to the Gramm-Leach-Bliley Act ("GLBA"), educational records subject to the Family Educational Rights and Privacy Act ("FERPA"), or data subject to other industry-specific legal or regulatory requirements (collectively, "Regulated Data"). You agree not to submit, and agree that your Authorized Users will not submit, Regulated Data to the Services unless you have entered into a separate written agreement with Kotoba that expressly authorizes such use and establishes appropriate safeguards. Kotoba shall not be deemed a "business associate," "service provider," or similar designation under any regulatory framework solely by virtue of your or and your Authorized Users’ submission of Regulated Data to the Services in violation of this Section, and Kotoba disclaims any obligations arising under such frameworks with respect to Regulated Data submitted without Kotoba's prior written consent.

• GUIDELINES

By accessing and/or using the Services, you hereby agree to comply with the following guidelines, and if you are an enterprise user, you agree to ensure that your Authorized Users comply with the following guidelines:  

• You will not use the Services for any unlawful purpose;

• You will not access or use the Services to collect any market research for a competing business;

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; 

• You will not decompile, reverse engineer, or disassemble any software or other platform or processes accessible through the Services;

• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;   

• You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections on the Services;

• You may not use any robot, spider, scraper, crawler, or other automated means to access the Services for any purpose without our prior written permission; provided, however, that operators of public search engines are granted permission to use spiders to copy materials from publicly available portions of the Services solely as necessary to create publicly available searchable indices (but not caches or archives) of such materials. If you access the Services using automated means in violation of the foregoing, we may, with or without notice, implement technical safeguards or other measures to prevent or block such activity, including suspending or terminating your access to the Services;

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

• You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. 

• You will not use the Services to record, intercept, transmit, or process the communications of any third party without first obtaining all consents required under applicable federal, state, and international wiretapping, eavesdropping, and electronic surveillance laws;

• You will not submit to the Services any content containing the personal information of third parties unless you have obtained all necessary consents and authorizations required under applicable data protection and privacy laws; and

• You will not submit to the Services any Regulated Data (as defined in Section 9) unless expressly authorized by a separate written agreement with Kotoba;

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Services, or any portion thereof, without notice.

• FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). Although we encourage you to contact us, we do not want you to, and you should not, submit any content that contains confidential or proprietary information. By submitting Feedback, you irrevocably assign to Kotoba all right, title and interest in and to such Feedback. To the extent any rights in the Feedback cannot be assigned, you grant Kotoba a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, display, perform, and otherwise exploit such Feedback for any purpose, including developing, improving and commercializing the Services, without compensation or attribution to you. Kotoba shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in the Feedback without restriction.

• NO WARRANTIES; LIMITATION OF LIABILITY

THE SERVICES, AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KOTOBA HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) KOTOBA  SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICES, OR ANY RELATED SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) KOTOBA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO KOTOBA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; AND (III) KOTOBA SHALL HAVE NO LIABILITY TO THE EXTENT ARISING FROM OR RELATED TO (A) YOUR OR YOUR AUTHORIZED USERS’ SUBMISSION OF CONTENT CONTAINING THIRD-PARTY PERSONAL INFORMATION, VOICES, COMMUNICATIONS, OR INTELLECTUAL PROPERTY, (B) YOUR OR YOUR AUTHORIZED USERS'  FAILURE TO OBTAIN REQUIRED CONSENTS OR AUTHORIZATIONS UNDER APPLICABLE PRIVACY, DATA PROTECTION, INTELLECTUAL PROPERTY, OR WIRETAPPING LAWS, (C) YOUR OR YOUR AUTHORIZED USERS'  SUBMISSION OF REGULATED DATA IN VIOLATION OF THIS AGREEMENT, OR (D) ANY THIRD-PARTY CLAIM, REGULATORY INVESTIGATION, OR ENFORCEMENT ACTION ARISING FROM CONTENT YOU OR YOUR AUTHORIZED USERS  SUBMITTED OR YOUR OR YOUR AUTHORIZED USERS’ USE OF THE SERVICES. YOU ACKNOWLEDGE THAT KOTOBA CANNOT VERIFY WHETHER YOU HAVE OBTAINED REQUIRED CONSENTS OR OWN OR CONTROL THE RIGHTS TO CONTENT YOU SUBMIT, AND YOU ASSUME ALL ASSOCIATED RISK. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS LISTED ON THE SERVICES.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE. 

Features designated as "beta," "preview," "experimental," "labs," or similar (collectively, "Experimental Features") are provided on an as-is basis without any warranty, and Kotoba shall have no liability arising from your use of such Experimental Features. We may modify or discontinue Experimental Features at any time without notice.

• EXTERNAL SITES

The Services may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

• INDEMNIFICATION  

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold Kotoba and its shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Kotoba Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Kotoba Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your or your Authorized Users' breach of this Agreement; (ii) your or your Authorized Users' misuse, infringement or misappropriation of the Services; (iii) your or your Authorized Users' violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right (iv) your or your Authorized Users' submission of any content containing the personal information, voice, image, or communications of any third party, including any claim that you failed to obtain required consents or authorizations from any such third parties; (v) any claim that your or your Authorized Users' use of the Services violated applicable wiretapping, eavesdropping, electronic surveillance, data protection, or privacy laws; (vi) your or your Authorized Users' submission of Regulated Data (as defined in Section 9) to the Services; and/or (vii) any claim by a third party arising from the content you or your Authorized Users submitted to the Services, including claims for invasion of privacy, violation of publicity rights, defamation, or infringement of intellectual property rights; provided, however, that the foregoing obligations shall be subject to our: (a) promptly notifying you of the Claim; (b) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (c) providing you with sole control over the defense and negotiations for a settlement or compromise (provided that Kotoba may participate in the defense thereof and/or settlement negotiations through counsel of its choosing at its own expense).

• COMPLIANCE WITH APPLICABLE LAWS

The Services are operated by Kotoba Technologies, a Delaware corporation, and may be hosted on infrastructure located in Japan. Depending on your location, certain support or operational functions may be provided by our Japanese affiliate(s), including KK Kotoba Technologies Japan. We make no representation that the Services are appropriate or available for use in any particular jurisdiction. You are responsible for complying with applicable laws in connection with your access to and use of the Services.

• TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Services, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.  You may terminate this Agreement at any time by discontinuing your use of the Services and, if applicable, closing your account and canceling any active subscription as described in Section 6.

Upon termination of this Agreement for any reason: (i) all rights and licenses granted to you under this Agreement will immediately terminate, and you must cease all use of the Services; (ii) any accrued payment obligations will remain due; and (iii) your User Content will continue to be retained and processed in accordance with our Privacy Policy and applicable law. Notwithstanding the foregoing, termination will not affect Kotoba's perpetual license to derived insights, learnings, improvements, aggregated data, and de-identified data as described in Section 8(c), Kotoba's rights in Feedback as described in Section 11, or any provisions that by their nature should survive termination.

• BINDING ARBITRATION

To the fullest extent permitted by applicable law, in the event of a dispute arising under or relating to this Agreement, the Services, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”).  NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY APPLICABLE RULES AND WITHIN SUCH COURT’S JURISDICTION. All disputes will be resolved before a neutral arbitrator whose decision shall be final and binding, subject to limited review under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying fees as required by applicable JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  Nothing in these Terms of Service will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests. 

• CLASS ACTION WAIVER

To the fullest extent permitted by applicable law, you agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

• EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from a court of competent jurisdiction consistent with Section 17 any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.

• CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.  For disputes not subject to binding arbitration under Section 17, the parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of California, for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

• ADDITIONAL APP STORE TERMS

• Apple App Store. The following terms apply to any version of the Apple App. These terms are in addition to all other terms contained in these Terms of Service:
• You acknowledge and agree that (i) these Terms of Service are concluded between you and Kotoba only, and not Apple, and (ii) Kotoba, not Apple, is solely responsible for the Apple App and content thereof. The license granted to you for the Apple App is limited to a non-transferable license to use the Apple App on any Apple-branded product that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App.
• In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App. As between Kotoba and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Kotoba.
• You acknowledge that, as between Kotoba and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App or your possession and use of the Apple App, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
• You acknowledge that, in the event of any third-party claim that the Apple App or your possession and use of the Apple App infringes that third party's intellectual property rights, as between Kotoba and Apple, Kotoba, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms of Service as related to your license of the Apple App, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the Apple App against you as a third-party beneficiary thereof.
• Without limiting any other terms of these Terms of Service, you must comply with all applicable third-party terms of agreement when using the Apple App.
• If you have any questions, complaints, or claims with respect to the Apple App, please contact us as set forth in Section 25.
• Google Play. The following terms apply to any version of the App downloaded from Google Play ("Google Play App"). These terms are in addition to all other terms contained in these Terms of Service:
• You acknowledge and agree that (i) these Terms of Service are concluded between you and Kotoba only, and not Google, and (ii) Kotoba, not Google, is solely responsible for the Google Play App and content thereof. Your use of the Google Play App must comply with the Google Play Terms of Service.
• You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Google Play App.
• As between Kotoba and Google, Kotoba is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed, and for any claims relating to the Google Play App, including product liability, warranty, consumer protection, privacy, or intellectual property claims.
• Without limiting any other terms of these Terms of Service, you must comply with all applicable third-party terms of agreement when using the Google Play App.

• EXPORT COMPLIANCE
  

You agree to comply with all applicable export control and trade sanctions laws in connection with your access to and use of the Services. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country subject to comprehensive sanctions, and that you are not listed on any government restricted-party list. You further agree not to use, export, re-export, or transfer the Services in violation of such laws, including for any prohibited end-use or to any prohibited party.

• MISCELLANEOUS 

If the Agreement is terminated in accordance with the termination provision in Section 16 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect:  “Intellectual Property,” “User Content; Data Rights,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”  If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

You may not assign any of your rights, duties, or obligations under these Terms of Service to any person or entity, in whole or in part, without written consent from Kotoba. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

We shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including, without limitation, acts of God, natural disasters, governmental actions, labor disputes, internet or telecommunications failures, power outages, or other force majeure events.

• CHANGES TO THE SERVICES AND TERMS

We may modify, suspend, or discontinue the Services, or update this Agreement, at any time in our sole discretion. If we update the Agreement, we will post the updated version on the Website and/or make it available through the App. Your continued use of the Services after the updated Agreement becomes available constitutes your acceptance of the changes.

• CONTACT US; CANCELLATION

If you have any questions about these Terms of Service, the Services generally, or your subscription, or if you wish to cancel a subscription, you may contact us using the information below:

Email: kotoba_product+terms@kotoba.tech
Web Form: https://site.kotoba.tech/contact

Cancellation requests submitted through any available method will be processed promptly in accordance with applicable law.

Copyright 2026 Kotoba Technologies, Inc. All rights reserved.