Terms of Service

Applies to: Users located in the United States Service: RyzaChat (“RyzaChat:AI　Weave your own summer dream with Ryza”) (the “Service”) Operator: SpiralAI Inc. (“we,” “us,” “our,” or “the Company”) Age requirement: The Service is intended for users 18 years of age or older only. It is not directed to, and no one under 18 may register for or use, the Service.

1. Acceptance of These Terms

These Terms of Service (these “Terms”) govern your access to and use of the AI chat application RyzaChat operated by SpiralAI Inc. By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

Our Privacy Policy describes how we collect, use, and disclose information about you. It does not form part of these Terms, but you should read it carefully before using the Service.

Rules, guidelines, or supplemental terms that we post from time to time on our website (defined below) or in the app are incorporated into and form part of these Terms.

2. Eligibility; Age Requirement

  1. The Service is available only to individuals who are 18 years of age or older. By registering for or using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.
  2. The Service is not directed to children and is not intended for use by anyone under 18, including minors who might otherwise be permitted by state law to enter certain contracts with parental consent. We do not knowingly permit registration or use by anyone under 18. See our Privacy Policy for our COPPA-specific commitments regarding children under 13.
  3. If we learn or reasonably believe that a user is under 18, we may immediately suspend or terminate that user’s account and access to the Service, in accordance with Section 15.

3. Definitions

Capitalized terms used in these Terms have the meanings set out below.

  • “Service” means the service that allows a user to converse with a Company-designated AI character through automated voice or text replies generated by the Company’s AI in response to text messages entered by the user (including any successor service if its name or content changes for any reason).
  • “AI Character” means a Company-designated AI character appearing in the Service, including “Reisalin Stout.”
  • “User” means an individual who has entered into a Service agreement as described in Section 4.
  • “Website” means the Company’s website at the domain “go-spiral.ai” and the app (including any successor domain, app name, or content if changed for any reason).
  • “Paid Items” means Conversation Tokens (paid), additional AI characters, skins, and other items that a User may purchase from the Company and use within the Service.
  • “Conversation Tokens” means points consumed on a per-turn basis in conversations (text and voice output) with an AI Character. The number of tokens consumed per turn, and whether any are consumed, is as displayed in the Service. Conversation Tokens include two types: (1) “Free Conversation Tokens” — granted at no charge as a Subscription Plan benefit or by other means the Company designates; and (2) “Paid Conversation Tokens” — granted upon additional purchase as a Paid Item.
  • “Subscription Plan” means a fixed-fee arrangement under which a User pays a designated fee for each recurring period (one month, one year, or another period separately set within the app, the “Subscription Period”) in exchange for a continuing right to use the Service during that period, as further described in Section 7.
  • “Intellectual Property Rights” means copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights or to apply for registration of such rights).
  • “External Services” means Google LLC’s “Google Cloud Platform” (“GCP”) and “Firebase,” and other third-party cloud, AI, payment, analytics, and error-analysis services that the Company uses to provide the Service.
  • “External Service Providers” means the operators of External Services, including the Company’s contractors, business partners, integration partners, or other third parties.
  • “External Service Terms” means the terms governing the rights and obligations between a User and an External Service Provider.

4. Account Registration

  1. A person who wishes to use the Service (a “Registration Applicant”) must agree to comply with these Terms and provide certain information the Company requires (the “Registration Information”) using the method the Company designates, in order to apply for registration. The Service is available only to persons 18 years of age or older; persons under 18 may not use the Service.
  2. Registration applications must be made by the applicant personally; applications by an agent or on behalf of another person are not permitted. Registration Applicants must provide truthful, accurate, and current information at the time of application.
  3. The Company may decline to approve a registration, and is under no obligation to disclose its reasons, if any of the following applies: (1) the Company determines there is a risk of violation of these Terms; (2) any part of the Registration Information provided is false, mistaken, or incomplete; (3) the applicant has previously had Service use suspended or registration revoked; (4) the applicant is a minor, an adult ward, a person under curatorship, or a person under assistance, and did not obtain the required consent of a legal representative, guardian, curator, or assistant; (5) the Company determines the applicant is, or is affiliated with, an organized crime group or similar antisocial force; (6) the Company otherwise reasonably determines that registration is not appropriate; or (7) the Registration Applicant is under 18 years of age.
  4. The Company will review the application and, if approved, will notify the applicant. Approval and notice complete registration, and a contract between the Company and the User for use of the Service on the terms of these Terms (the “Service Agreement”) is formed at that time.
  5. If any Registration Information changes, the User must notify the Company without delay using the Company’s designated method and provide any supporting documentation the Company requests.

5. Use of the Service

  1. During the term of the Service Agreement, the User may use the Service in accordance with these Terms and the methods the Company designates.
  2. Companion chatbots — services that allow a user to converse with an AI Character — may not be suitable for some minors by their nature. The Service is available only to users who are 18 years of age or older, and persons under 18 may not use the Service (Section 2.1).

6. Account Security

  1. The User is responsible, at their own risk, for managing and safeguarding their user ID and password (collectively, “Account Credentials”), and must not allow a third party to use, lend, transfer, rename, or trade the Account Credentials.
  2. The User bears responsibility for damages resulting from inadequate management of Account Credentials, errors in use, or use by a third party. Except where the Company has acted with intent or gross negligence, the Company’s liability is limited as set out in Section 17.
  3. If a User discovers that their Account Credentials have been stolen or are being used by a third party, the User must immediately notify the Company and follow the Company’s instructions.

7. Fees, Billing, and Auto-Renewing Subscriptions

7.1 General

  1. To use paid features of the Service (including Subscription Plans and Paid Items), the User must pay the fees the Company separately establishes and displays in the app, using a payment method the Company designates (currently, platform billing through the Apple App Store or Google Play).
  2. Because the Service is currently billed exclusively through Apple’s App Store and Google Play in-app purchase systems, your purchase is also subject to the applicable Apple Media Services Terms and/or Google Play Terms of Service, including their billing, refund, and subscription-management mechanisms. If there is a direct conflict between those store terms and these Terms regarding the billing relationship itself, the applicable store’s terms will control that aspect of the transaction.

7.2 Auto-Renewing Subscriptions — Required Disclosures

Subscription Plans are auto-renewing subscriptions. Before you subscribe, the app will present the following information, which is also confirmed here:

  1. What you are buying and its recurring nature: a Subscription Plan grants continued access to Service features (and, depending on the plan, an allotment of free text-conversation turns or a periodic benefit item) for the Subscription Period you select.
  2. Price and billing frequency: the price and the Subscription Period (e.g., monthly or annual) are displayed in the app prior to purchase and are billed by Apple or Google at the start of each Subscription Period.
  3. Automatic renewal: unless you cancel at least 24 hours before the end of the current Subscription Period, your Subscription Plan automatically renews for an additional period of the same length, at the then-current price, and your payment method on file with Apple or Google will be charged automatically.
  4. How to cancel: cancellation must be completed through the subscription-management interface of your device’s operating system (iOS or Android) — deleting the app or your Service account does not cancel the underlying subscription. Instructions are also linked from within the app.
  5. Effect of cancellation: if you cancel during a Subscription Period, you may continue to use the Service through the end of the then-current, already-paid Subscription Period, but no prorated refund is issued for the unused portion, except where the Company’s own willful misconduct or gross negligence caused you to be unable to continue using the Service during that period, or where applicable law requires a refund.
  6. Free trials / introductory offers (if offered): if a free trial or discounted introductory period is offered, the app will disclose, before you enroll, the length of the trial/introductory period, the price that will apply after it ends, and that you will be charged automatically at that price unless you cancel before the trial/introductory period ends.
  7. Renewal reminder notices (longer-term plans): for Subscription Plans with a term of one year or longer, or where otherwise required by law, we will provide (or cause the applicable app store to provide) a reminder notice before the plan renews.

7.3 U.S. Automatic Renewal / Negative Option Laws

Because you are located in the United States, your subscription is also subject to applicable U.S. federal and state automatic-renewal / “negative option” laws, including the FTC’s Restore Online Shoppers’ Confidence Act (“ROSCA”) and state automatic renewal statutes such as California’s Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606) and comparable laws in other states. These laws generally require clear and conspicuous disclosure of automatic-renewal terms before charge, express consent to the recurring charge, and a simple mechanism to cancel. We intend for the disclosures in Section 7.2 and the cancellation path in Section 7.2(4) to satisfy these requirements.

7.4 Store as Merchant of Record

Where Apple or Google acts as the merchant of record for your purchase, your billing relationship for that transaction is with Apple or Google, and their respective terms and refund/dispute processes apply in addition to these Terms.

8. Paid Items and Conversation Tokens (Virtual Items)

8.1 Acquisition and Use

  1. Subject to the Company’s designated method, a User may purchase or otherwise acquire Paid Items. A Subscription Plan is required in order to newly purchase Paid Conversation Tokens.
  2. Paid Items may be used only within the Service and may not be transferred to, or used on, any other service, app, or platform.
  3. The purchase unit, payment method, sale price, usage conditions, and other terms applicable to Paid Items are as displayed within the Service and may be changed at the Company’s discretion (subject to Section 23 regarding changes to these Terms and applicable notice for material changes).

8.2 No Cash Value; Virtual Items Only

Conversation Tokens and other Paid Items are virtual items for use within the Service only. They are not currency, do not earn interest, are not redeemable for cash or any other item of monetary value, and have no cash value, except to the extent a refund is legally required (see Section 9).

8.3 Persistence and Effect of Subscription Status

  1. Paid Items persist for as long as the User continues to use the Service and are not subject to an expiration date, except that Free Conversation Tokens and any free-turn allotment granted as a Subscription Plan benefit are governed by Section 8.3(2). Purchased Paid Conversation Tokens remain available regardless of whether you currently hold an active Subscription Plan; however, if your account is deleted under Section 15, Section 8.3(3) applies.
  2. When a Subscription Plan ends (including at the end of the paid term following a cancellation), any free-turn allotment and Free Conversation Tokens granted under that plan expire at that time. Free Conversation Tokens granted as a promotional benefit of a token-pack or other purchase are governed by the conditions displayed at the time of that purchase. Purchased Paid Conversation Tokens remain usable per Section 8.1(1)/8.3(1) regardless of Subscription Plan status — a Subscription Plan is a condition for newly purchasing Paid Conversation Tokens, not a condition for using tokens you already hold.
  3. If a User’s account is deleted at the User’s own request, or following a material breach of these Terms, the treatment of Paid Items is governed by law, these Terms, and the terms displayed in the Service. Where a refund obligation for Paid Conversation Tokens arises under applicable law, the Company will comply with that law. This Section 8.3(3) does not apply where the account was deleted due to the Company’s own intent or gross negligence.
  4. Paid Items are tied to the User’s account and may not be transferred or assigned to another account.

8.4 Token Consumption Order

When Conversation Tokens are consumed, any in-app free allotment is used first, followed by Free Conversation Tokens, and only once those balances are exhausted are Paid Conversation Tokens consumed.

8.5 No Redemption for Cash

  1. Except where required under applicable law, a User may not demand a refund, redemption, or exchange for cash for purchased Paid Items.
  2. Except where legally required, the Company will not exchange Paid Items for cash, e-money, or any other item of value, for any reason.

8.6 Restrictions on Use

The Company may suspend a User’s ability to use Paid Items if the Company determines that: (1) the User obtained Paid Items by improper means; (2) the Paid Items have been altered, forged, or duplicated; (3) the User has violated these Terms or Company rules; or (4) the Company otherwise reasonably determines such action is appropriate. Except where the Company has acted with intent or gross negligence, the Company’s liability for these measures is limited as set out in Section 17.

8.7 No Transfer or Trading Between Users

  1. Users may not transfer, sell, gift, lend, pledge, or otherwise provide Paid Items to a third party as collateral.
  2. If a User violates Section 8.7(1) by trading or transferring Paid Items with a third party, the Company may suspend that User’s account and invalidate the Paid Items involved.

9. Refunds and Cancellation

  1. Purchases made through the Apple App Store or Google Play are subject to Apple’s and Google’s own refund policies and processes, respectively. Requests for refunds of in-app purchases should generally be directed to Apple or Google, not to the Company, except as described below.
  2. Except where a refund is required by applicable law (including consumer-protection statutes, automatic-renewal statutes described in Section 7.3, or platform-specific legal requirements), the Company does not, as a matter of policy, provide refunds, exchanges, or credits for fees already paid, Paid Items purchased, or Conversation Tokens purchased, for any reason. This Section does not limit any refund, cancellation, or withdrawal right that applicable federal or state law makes non-waivable — nothing in these Terms is intended to, or does, waive such rights.
  3. If a refund obligation for Paid Conversation Tokens arises under applicable law (e.g., in connection with discontinuation of the Service under Section 11.3), the Company will refund the unused balance in accordance with that law and the Company’s designated procedure.

10. Prohibited Conduct

  1. In using the Service, a User must not: (1) infringe the Intellectual Property Rights, rights of publicity, privacy rights, honor, or other rights or interests of the Company, other Users, External Service Providers, or any other third party (including acts that directly or indirectly cause such infringement); (2) transmit another person’s copyrighted work through the Service; (3) use the Service for a commercial purpose (meaning a purpose of directly or indirectly receiving economic benefit, whether described as money or otherwise, from a third party by using the Service oneself or having a third party use it) without the Company’s prior consent; (4) transmit content that defames or disparages the characters or voice actors on whom an AI Character is based; (5) except for items the Company requests as input for registration, account settings, or inquiries, transmit personal information of oneself or a third party, such as name, nickname, address, telephone number, email address, date of birth, or payment card information; (6) use voice or text output created by the Service for a criminal purpose, an obscene purpose, a discriminatory purpose, a defamatory purpose, a political activity, election campaigning, or religious activity, or solicitation for any of these purposes, a purpose contrary to public order and morals, or any other purpose generally considered inappropriate; (7) without the Company’s prior consent, collect or compile into a dataset, incorporate into a third-party product or service, or reproduce, republish, or otherwise provide to a third party — in bulk or on a continuing basis — any voice or text message output by an AI Character through the Service; provided, that this item (7) does not apply to storage, quotation, or posting on social media, done for personal and non-commercial purposes only, that does not otherwise violate any other item of this Section 10.1 or these Terms, except that collecting or compiling such output into a dataset remains prohibited in all cases, including where done for personal and non-commercial purposes; (8) obtain or use an account by improper means, impersonate another person, improperly operate multiple accounts, engage in unauthorized access, or circumvent technical restrictions; (9) infringe the secrecy of another person’s communications — a concept originating in Article 4 of Japan’s Telecommunications Business Act and encompassing conduct of the kind restricted under analogous U.S. law, such as the Electronic Communications Privacy Act (ECPA); (10) engage in conduct that the Company determines may violate Japan’s Telecommunications Business Act (a Japanese law applicable to the Company’s operations) or other applicable telecommunications or similar law; (11) violate applicable law or the internal rules of an industry association to which the Company or a User belongs; (12) transmit computer viruses or other harmful computer programs; (13) transmit data exceeding data-volume limits the Company sets; (14) copy, modify, reproduce, alter, reverse-engineer, disassemble, decompile, translate, or otherwise analyze functions provided by the Service, or reverse-engineer or analyze text or synthesized voice data created using the Service, or use such data to train machine-learning models for a business that competes with the Service (voice, image, or text generation); (15) use the Service through automated tools/bots; (16) engage in conduct reasonably likely to interfere with the Company’s operation of the Service; (17) cause damage to the Company or a third party; (18) engage in conduct related to criminal activity or conduct contrary to public order and morals; (19) transmit violent, violence-inducing, or gratuitously cruel content, or other content that would cause others discomfort; (20) transmit obscene material, child sexual abuse material, or material otherwise harmful to minors; (21) use the Service in a manner not socially acceptable, including in violation of law; (22) post, publish, transmit, or provide to a third party — on social media (including but not limited to X/Twitter, Instagram, and TikTok) or any other internet service — any image, video, or audio recording of the Service’s app screen or audio output, any AI Character chat text, or any other Service content, for the purpose of damaging the brand value of the Service or its AI Characters, damaging the value or image of the character on which an AI Character is modeled or of the rights holder of that character, or damaging the honor of a voice actor; (23) violate these Terms or other terms of use of the Service; or (24) engage in any other conduct the Company reasonably determines to be inappropriate.
  2. If the Company reasonably determines that a User’s transmission of information falls, or may fall, within Section 10.1, the Company may delete or block the information, or take other measures, without prior notice to the User. Except where the Company has acted with intent or gross negligence, the Company’s liability for such measures is limited as set out in Section 17.
  3. If a User engages, or the Company reasonably determines may be engaging, in conduct described in Section 10.1, the Company may enjoin the conduct and may pursue legal remedies, including a claim for damages, if the Company suffers loss.
  4. A User who wishes to use the Service for a commercial purpose must contact the Company in advance using the Company’s designated method and obtain the Company’s prior consent. Commercial purposes include, without limitation: (1) content creation/sale (selling AI-generated text, images, audio, or video as a product or service); (2) marketing/advertising (using the Service to create ad copy, social posts, or product descriptions); (3) business-process automation/customer service (using AI chatbots or automated translation to reduce costs); (4) providing or reselling AI-generation tools (offering AI-powered SaaS or creative tools); and (5) data sale/use (providing or selling AI-generated synthetic or voice data for research or development).

11. Suspension, Interruption, and Discontinuation of the Service by Us

  1. The Company may suspend or interrupt all or part of the Service without prior notice to Users where: (1) periodic or emergency inspection or maintenance of computer systems related to the Service is performed; (2) computers, communication lines, or similar infrastructure stop due to an accident; (3) operation of the Service becomes impossible due to fire, power outage, natural disaster, or other force majeure; (4) an External Service experiences trouble, interruption or discontinuation, discontinuation of its integration with the Service, or a change in specifications; or (5) the Company otherwise reasonably determines suspension or interruption is necessary.
  2. The Company may discontinue the Service based on its reasonable judgment. In that case, the Company will notify Users by public announcement or another method in advance.
  3. Except where the Company has acted with intent or gross negligence, the Company’s liability for damages arising from measures under this Section is limited as set out in Section 17. However, if discontinuation of the Service gives rise to a refund obligation under applicable law regarding prepaid virtual items, the Company will refund the unused balance of Paid Conversation Tokens in accordance with that law and its designated procedures.
  4. Except where the Company has acted with intent or gross negligence, the Company’s liability for a User’s inability to view voice or message content sent by an AI Character due to suspension or interruption of all or part of the Service is limited as set out in Section 17.

12. Your Equipment and Connectivity

  1. The User is responsible, at the User’s own cost, for preparing and maintaining the computer, smartphone, software, and other equipment, and the communication line and other communication environment, necessary to receive the Service.
  2. Even where the Company has stored text messages or other information sent or received by the User for a period in the course of operations, the Company is under no obligation to retain that information and may delete it at any time.

13. Intellectual Property Rights

  1. All ownership rights and Intellectual Property Rights relating to the Website and the Service belong to the Company or those who license rights to the Company. Except as expressly stated in these Terms, nothing in these Terms transfers or licenses any Intellectual Property Right of the Company or its licensors in the Website or the Service. Users must not engage in any conduct that may infringe such Intellectual Property Rights for any reason, including but not limited to disassembly, decompilation, or reverse engineering.
  2. The Company holds rights in voice data, text data, and synthesized data generated by the Service, except for rights belonging to Koei Tecmo Games Co., Ltd. under Section 13.3 and rights separately provided for under license agreements.
  3. All copyrights and other Intellectual Property Rights relating to Atelier Ryza, including the AI Character “Reisalin Stout” appearing in the Service, belong to Koei Tecmo Games Co., Ltd. The Company provides the Service under a valid license from Koei Tecmo Games Co., Ltd. Users must not engage in conduct that infringes these rights.

14. User Input, AI-Generated Content, and License

  1. License to us. By submitting text or other input to the Service (“User Input”), you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, and transmit that User Input solely as necessary to operate, maintain, and provide the Service (including generating an AI Character’s response and performing automated safety review). Handling of User Input as personal information is governed by our Privacy Policy.
  2. No model retraining on User Input. Consistent with our Privacy Policy, we do not use the original text of your User Input for model retraining/fine-tuning, quality evaluation/analysis, personalization, or advertising. We may use AI-generated responses (“AI Responses”) for these purposes as described in our Privacy Policy; where an AI Response reflects part of your User Input, we handle it as described there.
  3. AI-generated output. AI Responses (voice and text) are automatically generated by machine-learning systems. They may not always be accurate, appropriate, or consistent with prior turns of the conversation, and do not reflect the views of the Company, Koei Tecmo Games Co., Ltd., or the voice actor(s) associated with any AI Character. You should not rely on AI Responses as professional advice (medical, legal, financial, or otherwise).
  4. Restrictions on use of Service output. You may use voice or text output generated by the Service for personal and non-commercial purposes, including the storage, quotation, and social-media posting expressly permitted under Section 10.1(7), subject to Section 10 (Prohibited Conduct) and the other provisions of these Terms, and may not use such output to train a competing machine-learning model or generative-AI product/service.
  5. User conduct regarding User Input. You represent that your User Input does not, and will not, infringe the rights of any third party or violate Section 10.

15. Suspension or Termination of Your Account

  1. The Company may, without prior notice or demand, suspend a User’s use of the Service or revoke the User’s registration if: (1) the User violates any provision of these Terms; (2) the Registration Information is found to contain false statements; (3) the User has used, or attempted to use, the Service for a purpose or by a method that may cause damage to the Company, other Users, External Service Providers, or any other third party; (4) the User becomes unable to receive services or integration from an External Service Provider due to violation of External Service Terms or another reason; (5) the User has interfered with the Company’s operation of the Service, by any means; (6) proceedings for suspension of payments, insolvency, bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings have been filed; (7) the User’s own drawn or accepted note or check has been dishonored, or the User has been subjected to a suspension of transactions by a clearing house or similar measure; (8) an attachment, provisional attachment, provisional disposition, compulsory execution, or auction has been filed against the User; (9) the User has been subjected to disposition for delinquent taxes; (10) the User has died, or a guardianship, curatorship, or assistance proceeding has commenced with respect to the User; (11) the User has not used the Service for at least one year and does not respond to the Company’s communications; (12) circumstances described in Section 4.3 apply; (13) the User has defaulted on payment obligations for purchased Paid Items or content; or (14) the Company otherwise reasonably determines that continuation of the User’s registration is inappropriate.
  2. A User may cancel their registration by notifying the Company by the Company’s designated method.
  3. Except where the Company has acted with intent or gross negligence, the Company’s liability for damage arising from the Company’s actions under this Section is limited as set out in Section 17. The treatment of Paid Items upon revocation of registration under this Section is governed by Sections 8.3(3) and 8.5. Where a refund obligation for Paid Conversation Tokens arises under applicable law, the Company will comply with that law.

16. Disclaimer of Warranties

  1. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. The Company does not warrant that a voice or text reply to a User’s message will meet the User’s expectations, will constitute natural conversational content, will be output at an appropriate volume, or will otherwise be accurate, reliable, complete, or timely. The Company makes no warranty regarding defects, errors, or bugs (including security-related defects), or fitness for a particular purpose, merchantability, completeness, or continuity of the Service.
  2. To the maximum extent permitted by applicable law, the Company disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
  3. Some states do not allow the exclusion of certain implied warranties, so some of the exclusions in this Section may not apply to you. In that case, such warranties are limited to the shortest period and narrowest scope permitted by applicable law.
  4. Any opinions or advice given in response to a User’s questions or concerns through the Service may be incomplete, inaccurate, or offensive, and may not reflect the views of the Company or the persons on whom an AI Character or its voice is based; you agree to this by using the Service. Except where the Company has acted with intent or gross negligence, the Company’s liability regarding such advice, and whether it resolves a User’s concern, is limited as set out in Section 17.
  5. Even if a User obtains information about the Service, the Website, other Users, or related matters directly or indirectly from the Company, the Company provides no warranty beyond what is expressly stated in these Terms.
  6. The Service may integrate with External Services, but the Company does not warrant such integration. Except where the Company has acted with intent or gross negligence, the Company’s liability for disruption of integration with an External Service is limited as set out in Section 17.
  7. Where the Service integrates with an External Service, the User must comply with the applicable External Service Terms at the User’s own cost and responsibility. Except where the Company has acted with intent or gross negligence, the Company’s liability for disputes arising between the User and an External Service Provider due to such violation is limited as set out in Section 17.

17. Limitation of Liability

  1. To the maximum extent permitted by applicable law, in no event will the Company, its officers, employees, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages, except where such damages result from the Company’s own intent or gross negligence.
  2. Subject to Section 17.1 and except where resulting from the Company’s own intent or gross negligence, the Company’s total aggregate liability to a User for any claim arising out of or relating to these Terms or the Service will not exceed: (1) for a User who has used a paid feature of the Service (e.g., a Subscription Plan) in the one (1) month preceding the event giving rise to the claim, the amount of fees actually paid by that User to the Company during that immediately preceding one-month period; or (2) for a User of only the free features of the Service, US$1.00 (or the equivalent amount in local currency).
  3. This limitation does not apply to, and nothing in these Terms limits, liability that cannot be limited or excluded under applicable law (for example, liability for gross negligence, willful misconduct, fraud, death or personal injury caused by the Company’s negligence, or other liability that a state’s consumer-protection law does not permit to be capped or waived).
  4. Some states do not allow the exclusion or limitation of incidental or consequential damages or of certain other types of damages, so some of the above limitations may not apply to you. In that case, liability is limited to the maximum extent permitted by applicable law.
  5. In accordance with applicable law and our Privacy Policy, and only within the scope necessary to provide and maintain the Service, respond to failures, ensure security, and prevent and investigate unauthorized use (and for reasonably related purposes), the Company may acquire, store, and use information about communications without infringing the secrecy of communications. Where handling with a significant effect on the secrecy of communications is required (for example, human review of communication content), the Company will do so only where permitted by law or with a User’s valid consent, and only to the extent necessary and appropriate. The Company does not warrant the accuracy, completeness, usefulness, or timeliness of AI responses or other conversational content. Except where resulting from the intent or gross negligence of the Company, its representatives, or its personnel, the Company’s liability for damage arising from communication delay, interruption, loss of data, or other matters connected with provision of the Service is limited as set out in this Section 17; provided that this limitation does not apply where liability may not be limited under applicable law.
  6. Except where the Company has acted with intent or gross negligence, the Company’s liability regarding links from the Website to other websites, or from other websites to the Website, and regarding those other websites and information obtained from them, is limited as set out in this Section 17.
  7. Except where the Company has acted with intent or gross negligence, if the Company is unable to perform its obligations under the Service Agreement due to circumstances beyond its reasonable control (including but not limited to fire, power outage, hacking, computer virus intrusion, earthquake, flood, war, epidemic, trade embargo, strikes, riots, inability to secure materials or transportation, intervention, direction, or request by a governmental authority or local government, or enactment, amendment, or repeal of domestic or foreign law), the Company’s liability for non-performance during the period such circumstances continue is limited as set out in this Section 17.

18. Your Indemnification Obligations

  1. If a User causes damage to the Company by violating these Terms or in connection with use of the Service, the User must indemnify the Company for that damage.
  2. If a User receives a claim from, or has a dispute with, another User, an External Service Provider, or another third party in connection with the Service, the User must promptly notify the Company of the details, resolve the claim or dispute at the User’s own cost and responsibility, and report the progress and outcome to the Company upon the Company’s request.
  3. If, in connection with a User’s use of the Service, the Company receives a claim from another User, an External Service Provider, or another third party based on infringement of rights or another reason, the User must indemnify the Company for any amount the Company is compelled to pay to that third party as a result of the claim.

19. Confidentiality

A User must keep confidential any non-public information that the Company discloses to the User in connection with the Service and designates as confidential, and must not disclose it without the Company’s prior written consent.

20. Privacy

Our collection, use, and disclosure of information about you is described in our Privacy Policy (U.S. version), which is available at https://ryzachat-ai.go-spiral.ai/en/privacy. As described in Section 10.1(5), except for items the Company requests as input for registration, account settings, or inquiries, you must not submit your own or a third party’s personal information through the Service. If such information is nonetheless submitted, it is handled in accordance with our Privacy Policy, and by using the Service you agree that the Company may handle your personal information under that Privacy Policy. Any transfer of such information to servers located outside the United States, managed by External Services and External Service Providers, is handled in accordance with the CCPA/CPRA and other applicable law, and our Privacy Policy.

The Company respects the intellectual property rights of others and expects Users to do the same, as reflected in Section 10.1(1) of these Terms (prohibiting infringing use of the Service).

The Service does not host or display content that one User submits for other Users, or any other third party, to view, and does not provide search, indexing, or linking functionality directing Users to online locations outside the Service. Because of this, the Company does not currently claim or rely on the liability limitations (“safe harbors”) available under 17 U.S.C. § 512(c) (storage at the direction of a user) or § 512(d) (information location tools), and has not designated or registered an agent under 17 U.S.C. § 512(c)(2). This does not affect your ability to bring a copyright concern to our attention, as described below.

  1. Filing a complaint. If you believe that content available through the Service infringes your copyright, please send a written notice to contact_ryzachat@go-spiral.ai. To help us investigate, please include, to the extent you are able: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient for us to locate it; (d) your contact information (address, telephone number, and email address); (e) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.
  2. Our response. We will review each notice we receive and take the action we consider appropriate under the circumstances, which may include investigating the complaint, removing or disabling access to material within our control, and suspending or terminating the account of a User we determine to be an infringer, including a repeat infringer, in accordance with Section 15.
  3. If you disagree with a complaint made about you. If the Company takes action against your account based on a copyright complaint and you believe the complaint was mistaken or misidentified the material at issue, you may contact us at the same address above to explain your position; we will consider the information you provide in deciding what further action, if any, to take.

22. Term

The Service Agreement takes effect on the date it is formed under Section 4 and remains in effect between the Company and the User until the earlier of the date the User’s registration is revoked or the date the Service is discontinued.

23. Changes to These Terms

  1. The Company may freely change the content of the Service.
  2. The Company may change these Terms (including rules and provisions regarding the Service posted on the Website). If the Company changes these Terms, it will announce the content of the change and its effective date, by the Company’s designated method, by the effective date. If a User uses the Service on or after the announced effective date, the User is deemed to have agreed to the change. However, if a change would materially restrict a User’s rights or materially increase a User’s obligations, the Company will display the content of the change when the User next logs in to the Service and will obtain the User’s renewed affirmative consent.
  3. The Company and a User may agree on supplemental terms to these Terms. If the Company and the User agree to the content of such supplemental terms, those terms become part of these Terms; if the supplemental terms conflict with a provision of these Terms, the supplemental terms control.

24. Notices

Inquiries regarding the Service and other communications or notices from a User to the Company, and notices regarding changes to these Terms and other communications or notices from the Company to a User, will be made by the method the Company designates. Unless a User notifies the Company of a change to the contact information in their Registration Information, the Company will treat the currently registered contact information as valid, and a notice sent to that contact information is deemed to have reached the User at the time of transmission.

25. Assignment

  1. A User may not assign, transfer, create a security interest in, or otherwise dispose of their status under the Service Agreement or any right or obligation under these Terms to a third party without the Company’s prior written consent.
  2. If the Company transfers the business relating to the Service to a third party (whether by business transfer, corporate split, or any other method), the Company may transfer its status under the Service Agreement, its rights and obligations under these Terms, and Users’ information and other customer information to the transferee in connection with that transfer, and the User agrees in advance to such transfer by this Section.

26. Entire Agreement

These Terms constitute the entire agreement between the Company and a User regarding the matters they cover, and supersede all prior agreements, representations, and understandings between the Company and the User, whether written, oral, or otherwise, regarding those matters.

27. Severability

If any provision of these Terms, or part of a provision, is held invalid or unenforceable under applicable consumer-protection law or other law, the remaining provisions of these Terms, and the remaining part of any provision held invalid or unenforceable, will remain in full force and effect. The Company and the User will work to amend the invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable, while preserving, to the greatest extent possible, the legal and economic effect intended by the original provision.

28. Survival

Sections 6, 7 (in relevant part), 8, 10.3, 11, 12, 13, 14, 15 through 21, and 25 through 30 survive termination of the Service Agreement.

29. Governing Law; Dispute Resolution

Governing law. These Terms are governed by the laws of Japan. This choice of law does not deprive you of the protection afforded to you by any mandatory consumer-protection provisions of the law of your state of residence, or of U.S. federal law, that cannot be waived by agreement.

Jurisdiction. Except where applicable mandatory law entitles you to bring a claim before another court, an administrative agency, or a small claims court of competent jurisdiction — including bringing an individual action in small claims court in your locality — any dispute arising out of or relating to these Terms or the Service is subject to the exclusive jurisdiction of the district or summary court having jurisdiction over the location of the Company’s head office (Tokyo, Japan), as the court of first instance.

California Consumer Legal Remedies Act. If you are a California resident, nothing in this Section limits any right you may have to bring an action under the California Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.) in a California court, to the extent such right cannot be waived under Cal. Civ. Code § 1751.

Informal resolution first. Before initiating a formal proceeding, the Company and the User will, in good faith, attempt to resolve any dispute or ambiguity regarding matters not addressed in these Terms, or regarding their interpretation, through consultation.

30. Miscellaneous; Contact Us

If you have questions about these Terms, please contact us:

SpiralAI Inc. 2-2-5 Higashi-Kanda, Chiyoda-ku, Tokyo 101-0031, Japan (PMO Akihabara III, 5F) Representative Director: Yuichi Sasaki Email: contact_ryzachat@go-spiral.ai

Last Updated / Effective Date: August 18, 2026