OneDesign Service Terms of Use

 

OneDesign Service Terms of Use (hereinafter referred to as “these Terms”) establish the rights and obligations related to the use of the “Service” (defined in Article 2) provided by OneAI Corporation (hereinafter referred to as “the Company”). Users of the Service are deemed to have agreed to these Terms by using the Service. Therefore, please review the contents of these Terms thoroughly before using the Service.


Article 1 (Application)

1.These Terms apply to all relationships related to the use of the Service between the users and the Company.

2.If the Company separately presents additional terms of use for the Service to the users, besides these Terms, the users shall use the Service in accordance with both these Terms and such additional terms.

3.In case of any discrepancy between the content of these Terms and the additional terms presented in the preceding paragraph, the provisions of these Terms shall prevail.

Article 2 (Definitions)

1.”The Service” refers to the services provided by the Company, under the service name “OneDesign,” which include:

 (1) Provision of cloud service for generating advertising creatives using AI.

 (2) The following services provided by the Company (hereinafter referred to as “Ancillary Services”):

 ① Server and other environmental settings necessary for using the Service.

 ② Maintenance and operation services of the server (defined in paragraph 6) for continuous use of the Service.

 ③ Other support services as separately defined by the Company.

2.”User” refers to a person who has entered into a service usage contract (hereinafter referred to as “the Contract”) with the Company as per Article 3.

3.”User” means a person who uses the advertising generation AI platform based on the use of the Service.

4.”Platform” refers to the SaaS that can be logged into using an ID and password.


5.”Server” refers to the electronic computer installed with server software used by the Company to provide the Service.


6.”Operational Data” means all text, images, and other data uploaded and stored on the server in connection with the use of the Service.

7.”External Service” refers to services provided by other businesses approved by the Company to be integrated with the Service.

8.”External Service Provider” refers to the operator of the External Service.

9.”External Site” refers to the website operated by the External Service Provider.

10.”External Service Terms of Use” refers to all terms and conditions defining the rights and relationships between the users and the External Service Provider regarding the use of the External Service.

11.”Content” refers to the advertising creatives generated through the use of the Service.

Article 3 (Formation of Contract)

1.Those who wish to use the Service must agree to comply with these Terms and provide certain information (hereinafter referred to as “Registration Information”) as specified by the Company, through the prescribed application form or other methods determined by the Company, to apply for the use of the Service.

2.The Contract is established when the Company issues approval notification as mentioned in the previous paragraph, and the user may use the Service from the date specified separately in the application form or equivalent document.

3.The Contract shall include the user’s consent to grant authority to the Company-designated SNS accounts.

4.The Company may refuse to approve the application for use or revoke any prior approval if it deems any of the following circumstances apply to the applicant. The Company is under no obligation to disclose the reasons for such decisions:

 (1) If any part or all of the Registration Information is found to be false, erroneous, or missing.

 (2) If the applicant or their associate has previously violated these Terms.

 (3) If the applicant has previously been subject to usage restrictions or registration cancellation under Article 13.

 (4) If the applicant is a minor, adult ward, person under curatorship, or person under assistance and has not obtained consent from their legal representative, guardian, curator, or assistant.

 (5) If the applicant is determined by the Company to be a member of an antisocial force (such as organized crime groups, right-wing groups, or other similar entities) or is involved in any way with such forces, including funding or other support.

 (6) In other cases where the Company deems the application for use registration inappropriate.

5.Users must promptly notify the Company of any changes to their Registration Information.

 

Article 4 (Use of External Services)

In cases where registration or other actions are necessary to use External Services when using the Service, users shall agree to the terms of use of such External Services and register or take action at their own expense and responsibility.

Article 5 (Conditions of Use of the Service)

1.By contracting the Service, the user grants the Company the right to use the user’s company name, trademarks, logos, etc. (hereinafter referred to as “Trademarks, etc.”) without charge in our websites, presentations, promotional materials, and other marketing materials (hereinafter referred to as “Marketing Materials”) as a case study of introducing the Service.

2.The Company respects the user’s Trademarks, etc., and will not use them in a way that diminishes their dignity. If the user requests the cessation of use based on reasonable grounds, the Company will promptly cease their use.

3.The details of the available hours of the Service and other conditions of use will be separately determined.

Article 6 (Handling of Malfunctions)

In the event of a malfunction or defect related to the Service reported by the user or subscriber, the Company shall, at its own expense and except for reasons attributable to the user or subscriber, promptly take necessary measures to rectify such malfunctions or defects.

Article 7 (Service Fees)

1.The subscriber shall pay the service fee determined separately by the Company, in accordance with the payment terms set by the Company, either by transferring to a bank account designated by the Company or by automatic debit through a credit card or similar payment method on the platform. The subscriber shall bear any bank transfer fees.

2.The Company may change the pricing structure, such as monthly fees, with one month’s prior notice on the platform or via email.

3.The initial fees, monthly fees, and other pricing structures shall be as stipulated in the separate application form, and any changes thereto shall follow the provisions of Article 7, Paragraph 2.

 

Article 8 (Confidentiality)

1.The subscriber must not disclose or leak any technical, business, or other operational information related to the execution of this agreement or otherwise obtained in connection (including information related to users and regardless of medium, hereinafter referred to as “Confidential Information”) to third parties without prior written consent from the Company. However, this does not apply to information that falls under any of the following:

 (1) Information that was already public knowledge at the time of receipt.

 (2) Information that becomes public knowledge after receipt, without breach of confidentiality.

 (3) Information already in possession without confidentiality obligations.

 (4) Information legitimately received from a third party without confidentiality obligations after receipt.

 (5) Information developed independently without reliance on the provided information.


2.The subscriber shall take necessary measures to manage the confidentiality of the information.

3.Both the Company and the subscriber shall use the Confidential Information provided by the other party only within the scope of the objectives of this agreement and shall obtain written consent from the other party before copying or modifying such Confidential Information.

4.The subscriber must impose confidentiality obligations on its officers and employees (hereinafter referred to as “Officers, etc.”) who need to know the Confidential Information for the purpose of using the Service, which are at least equivalent to those borne by the subscriber under this agreement. The subscriber shall be responsible for the actions and consequences of its Officers, etc.

5.When the Confidential Information becomes unnecessary for the purpose of using the Service or when this agreement is terminated or dissolved, the subscriber shall promptly return or dispose of such information in accordance with the instructions of the Company.

 

Article 9 (Prohibited Acts)

The subscriber shall not engage in any of the following acts when using the Service:

(1)Acts that violate laws and regulations, criminal acts, or acts that could potentially fall into such categories.

(2)Fraudulent or threatening actions against the Company, other users of the Service, or any third party.

(3)Acts that violate public order and morals.

(4)Acts that infringe on the intellectual property rights, rights of publicity, privacy rights, honor, or other rights or interests of the Company, other users of the Service, or any third party.

(5)Transmitting information to the Company, other subscribers or users of the Service that falls into, or is deemed by the Company to fall into, the following categories:

 a. Information containing excessively violent or cruel expressions.

 b. Information containing computer viruses or other harmful computer programs.

 c. Information containing expressions that damage the reputation or credibility of the Company, other subscribers, users, or any third party.

 d. Information containing excessively obscene expressions.

 e. Information containing expressions that promote discrimination.

 f. Information containing expressions that encourage suicide or self-harm.

 g. Information containing expressions that encourage the inappropriate use of drugs.

 h. Information containing anti-social expressions.

 i. Information requesting the dissemination of information to third parties, such as chain mails.

 j. Information containing expressions that cause discomfort to others.

 k. Information aimed at meeting strangers of the opposite sex.

(6)Reverse engineering, decompiling, disassembling, modifying, altering, or creating derivative software of all or part of the software provided through the Service.

(7)Acts that place an excessive load on the network or systems of the Service.

(8)Acts that may interfere with the operation of the Service.

(9)Unauthorized access to, or attempts to access, the Company’s network or systems.

(10)Allowing third parties to use, or lending, transferring, changing the name of, or selling one’s own or other subscribers’ IDs, etc.

(11)Advertising, promotional, soliciting, or business activities on the Service without the Company’s prior permission.

(12)Collecting information about other subscribers of the Service.

(13)Acts that cause disadvantage, damage, or discomfort to the Company, other subscribers or users of the Service, or any third party.

(14)Acts that provide benefits to anti-social forces, or assist, involve, or cooperate in the maintenance, operation, or management of anti-social forces.

(15)Acts aimed at meeting strangers.

(16)Acts that directly or indirectly induce or facilitate the acts listed in the preceding items.

(17)Other acts deemed inappropriate by the Company.

 

Article 10 (Rights Attribution)

1.All intellectual property rights (including copyrights, patent rights, utility model rights, trademark rights, design rights, and rights to apply for registration of these rights, hereinafter referred to as the “Intellectual Property Rights”) generated through the Service shall belong to the subscriber, but the Company shall have the right to use these Intellectual Property Rights.

2.The subscriber represents and warrants to the Company that they have lawful rights to transmit operational data (such as image materials, text, Facebook, and other SNS account information) and that the operational data does not infringe on the intellectual property rights, ownership rights, or any other rights or interests of third parties.

3.The Company may, without charge and without geographical restriction, reproduce, adapt, automatically transmit to the public, and make transmittable as necessary for the provision, maintenance, improvement, or promotion of the Service during the contract period.

4.The subscriber agrees not to exercise moral rights of authors against the Company or any person designated by the Company.


Article 11 (Handling of Usage Records, etc.)

1.The subscriber consents to the Company publishing or reproducing information about corporations and organizations, as well as non-identifiable personal information and usage status of the Service, or statistical data and analysis data created by the Company based on such information, on websites, newspapers, magazines, books, and other various media, and using them for other business activities of the Company.

2.The subscriber consents to the Company disclosing all information related to the Service to companies with whom the Company has entered into a business outsourcing contract for the maintenance, inspection, or management of systems, etc., after concluding a contract with them in advance regarding the protection of personal and confidential information.

3.The Company may provide information about the subscriber or user, including confidential and personal information, to third parties to whom the Company has outsourced all or part of the tasks related to the Service, to the extent necessary to achieve the purpose of the outsourcing, and the subscriber consents to this in advance.

 

Article 12 (Contract Period)

1.The contract period, cancellation, and date of cancellation notice of this contract shall be as specified in a separate application form.

2.The subscriber cannot cancel the contract during the contract period. If the subscriber cancels or partially cancels the contract due to their own reasons, they shall pay the Company the service fee from the day following the acknowledged cancellation date until the original contract expiration date as a cancellation fee.


Article 13 (Termination of Contract, etc.)

1.If any of the following occurs to the subscriber, the Company may, without prior notice or demand to the subscriber, suspend the use of the OneDesign, delete all or part of the operational data, suspend the use of IDs, etc., restrict the use or cancel the registration of the subscriber, and terminate this contract:

 a. If there is a violation of any part of these terms and the violation is not corrected despite a reasonable period being set for its rectification.

 b. If subject to provisional seizure, provisional disposition, tax delinquency disposition, or petition for auction.

 c. If subject to a petition for corporate reorganization, bankruptcy, civil rehabilitation, or special mediation under the Special Mediation Law, or if the subscriber files such a petition themselves.

 d. If subject to suspension of business, revocation of business license or registration, or other administrative measures by supervisory authorities.

 e. If resolved to discontinue business, undergo significant organizational changes, or dissolve.

 f. If reaching a state of payment suspension, such as dishonor of a bill or check issued or accepted by themselves.

 g. If any other act of significant breach of trust that makes it impossible to continue the contract occurs.

2.If any of the aforementioned circumstances occur, the subscriber immediately loses the benefit of time for all monetary obligations to the Company and must immediately repay them.

Article 14 (Changes and Termination of the Service)

1.The Company may change or terminate the provision of the Service at its discretion. In the event of termination of the Service, the Company shall notify the subscriber in advance.


2.The Company shall not be liable for any damages incurred by the subscriber due to actions taken by the Company under this Article.

Article 15 (Disclaimer of Warranties and Exemption from Liability)

1.The Company provides the Service “as is” and makes no warranty that the Service will meet the subscriber’s specific purposes, possess the expected functions, commercial value, accuracy, usefulness, comply with laws applicable to the subscriber or internal rules of industry associations, or be free of defects.

2.The Service may be linked with external services, but such linkage is not guaranteed, and the Company shall not be liable for any damages incurred by the subscriber due to the inability to link with external services. If the Service is linked with external services, the subscriber shall comply with the terms of use of the external services at their own cost and responsibility. The Company shall not be responsible for any claims or disputes arising between the subscriber and external service providers.

3.The subscriber acknowledges in advance that the use of part or all of the Service may be restricted due to changes in the terms of use or operational policies of external services linked with the Service, and the Company shall not be liable for any damages incurred as a result.

4.The Company shall not be liable for any damages arising from the following causes in relation to the provision of the Service:

 a. Natural disasters causing damage or dysfunction to the Service equipment or loss or damage of operational data.

 b. Fire or power outage not attributable to the Company causing damage or dysfunction to the Service equipment or loss or damage of operational data.

 c. Unauthorized intrusion by hackers causing damage or dysfunction to the Service equipment or loss or damage of operational data.

 d. Misoperation, improper registration, or settings by the subscriber or user leading to damage or dysfunction of the Service equipment or loss or damage of operational data.

 e. Temporary system maintenance for service quality improvement.

 f. Loss or damage of operational data due to damage or dysfunction of the Service equipment caused by the reasons mentioned above.

 g. Other situations beyond the reasonable control of the Company, including but not limited to war, terrorism, trade suspension, strikes, riots, inability to secure materials and transportation facilities, intervention by government authorities.


Article 16 (Compensation for Damages)

1.If any damage is caused to the Company, its customers, other subscribers, users, or any third parties due to reasons attributable to the subscriber’s fault in using the Service, the subscriber shall compensate the Company for all such damages (including attorney fees, costs for restoring the credit and image of the Company or the Service, etc.).

2.In addition to the previous paragraph, if the Company is forced to pay compensation or other payments in response to claims from other subscribers, users, or third parties due to actions by the subscriber, the subscriber shall compensate the Company for all damages incurred.

3.If the subscriber receives a claim from or engages in a dispute with another subscriber, user, or third party in relation to the Service, the subscriber shall immediately notify the Company of the contents and handle the claim or dispute at their own cost and responsibility, reporting the progress and results to the Company upon request.

4.The Company shall not be responsible for any transactions, communications, or disputes, etc., that occur between the subscriber and other subscribers, users, or third parties in relation to the Service.


5.In the event that any provision of these Terms exempting the Company’s liability in whole or in part is deemed inapplicable by a court with jurisdiction, and damages, etc., are directly caused by the
Company’s actions, the Company shall compensate for direct and ordinary damages actually incurred by the subscriber. Furthermore, compensation for damages by the Company shall be limited to the amount of the Service fee actually received from the subscriber at the time of the causative action (however, limited to the amount received in the immediate 1 year preceding the date of the causative action).


Article 17 (Prohibition of Assignment of Rights and Obligations)

1.The Subscriber shall not assign, transfer, or offer as security, in whole or in part, their contractual status or the rights and obligations arising from this contract to any third party without the prior written consent of the Company.

2.In the event the Company transfers the business related to the Service to a third party, the Company may transfer its contractual position, rights and obligations, and information obtained through the Service to the transferee of the business transfer. The Subscriber hereby agrees in advance to such a transfer. This clause includes all cases of business transfer, including but not limited to, normal business transfer and company splits.


Article 18 (Notices)

1.Unless otherwise specified, any notices or communications (“Notices, etc.”) from the Subscriber to the Company or from the Company to the Subscriber shall be made by email or other methods designated by the Company.

2.The effectiveness of Notices, etc. issued by the Company to the Subscriber shall occur at the time of transmission by the Company. If other methods are used, the effectiveness of Notices, etc. will occur after a reasonable period necessary for the Notices, etc. to reach the Subscriber.

3.The effectiveness of Notices under the previous clause shall occur regardless of whether the Subscriber has actually received or acknowledged the Notices, etc.


Article 19 (Amendment of these Terms)

The Company may modify these Terms at any time without notice. If the Company modifies these Terms, it shall notify the Subscriber, and if the Subscriber uses the Service (including all activities related to or via the Service) after such notification, the Subscriber is deemed to have agreed to the changes. Rights and obligations that are currently existing under these Terms shall not be affected by the new terms (“New Terms”) unless specifically stated in the New Terms.

 

Article 20 (Severability)

If any provision or part of these Terms is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining parts shall continue to be valid. For the remaining parts, the most closely aligned effective provision will replace the invalid or unenforceable provision or part, or a reasonable interpretation will be applied to make the provision or part valid and aligned with the original intent.

Article 21 (Governing Law and Jurisdiction)

The governing law for these Terms and this contract shall be the laws of Japan. For all disputes arising from or related to this contract, the Tokyo District Court shall be the exclusive court of first instance.

Article 22 (ID & Password)

1.The User is responsible for managing their email address, ID, and password (collectively referred to as “ID, etc.”). The User must not manage the ID and password (including email address ID and other settings) in a manner that allows third parties to access them. The Company is not liable for any damage resulting from the User’s failure to fulfill this obligation.

2.The User is obligated to set their password to something that is not easily guessable by third parties and to change it as necessary. The Company is not liable for any damage resulting from the User’s failure to fulfill this obligation.

3.The User is fully responsible for the use and management of their ID, etc., and the Company is not liable for any damage resulting from inadequate management, user errors, or third-party use.

4.The User may not allow third parties other than those approved by the Company to use their ID, etc., nor lend, transfer, sell, or pledge them.

5.The Company may suspend the use of the ID and password if it deems there is a possibility of unauthorized use, such as repeated login failures. In such cases, the User must follow the Company’s procedures to lift the suspension. The Company is not liable for any damage resulting from the inability to use the Service due to such measures.

 

Article 23 (Linking with SNS Accounts)

1.In using the Service, the User agrees to grant the necessary access rights to the management account of the social networking service (hereinafter referred to as “SNS”) specified by the Company.

2.The Company will access and operate the SNS accounts managed by the User only to the extent necessary for the provision and operation of the Service.

3.The User shall grant the Company the authority over the relevant SNS accounts in accordance with the methods of integration available on the platform.

Article 24 (Use of Content)

1.All content downloaded or accessed by the User from the platform is intended for use only within platforms provided by Meta, such as Facebook (hereinafter referred to as “Designated Platforms”). The User understands and agrees that the use of content outside of the Designated Platforms is prohibited.

2.The User may not resell, sell, or redistribute content downloaded from the platform to third parties. If the User wishes to sell the content, separate written discussions and agreements with the Company are required.

3.If the User wishes to use the content outside the Designated Platforms, such use is only permitted with separate written discussions and agreements with the Company.

4.The User shall respect all intellectual property rights and other rights related to the Company’s content and comply with the usage scope and restrictions set forth in this article.

Article 25 (Resolution by Discussion)

In the event of matters not stipulated in these Terms, both parties shall promptly seek resolution through discussions in accordance with the principle of good faith and fair dealing.

Effective as of December 6, 2023.

OneAI Inc.

6th Floor, No. 130, Section 4, Nanjing East Road, Songshan District,
Taipei City

one-design@one-ai.inc

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