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Generate AI_SaaS・Cloud Service Terms of Use

【Generative AI (Customizable) SaaS/Cloud Service Terms of Use】

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When a deal is concluded, the contract file content (zip format) becomes available for download.

If you double-click the downloaded file, a Word-format file will appear.

Notes and comments included. Feel free to customize.

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★ This is a template of terms of use for SaaS/Cloud services that utilize Generative AI.

→ It envisions a “customized” Generative AI service that uses Gemini or ChatGPT as the base model and specializes in specific tasks.

★ According to the Ministry of Economy, Trade and Industry’s “Contract Checklists for AI Use and Development,” generative AI services are categorized into the following three types.

・Type 1: General-purpose AI service usage type

→ A service that uses general-purpose AI services such as Gemini or ChatGPT as-is.

・Type 2: Customized type

→ A service that uses Gemini or ChatGPT as a base model and specializes in particular tasks.

・Type 3: New development type

→ A service provided by an AI system developed in-house.

★ This template of terms of use is intended for Type 2 services.

【Fixed-rate and Usage-based pricing】

★ It includes an example provision for a fixed-rate (subscription) model.

→ However, it is also set up so that a “periodic fee” can be charged in addition to the monthly base fee. (For example, offering discounts if you pay for six months or twelve months in advance.)

→ It also provides provisions for a “usage-based surcharge.” (If both the monthly base fee and the usage-based surcharge are set, it will be a hybrid of fixed and usage-based pricing.)

★ At the end, there is a draft of a “User Registration Application Form” for prospective users to apply for user registration with the service administrator.

★ Clauses included in the ‘Generative AI (Customizable) SaaS/Cloud Service Terms of Use’

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Article 1 (Definitions, Use of the Service)

Clause 1: Provisions regarding definitions of terms.

→ The term “User” refers to a corporation or an individual.

★ Examples of features (content) of “this service” are described below. (Please modify as appropriate for your actual situation.)

(a) A function that uses a general AI service to generate/output a prescribed output based on user input.

(b) A function that allows the user to view or watch content provided by us.

(c) A function that enables comments and other communications regarding content posted or uploaded on the service by the company and/or users, or between users.

(d) A function that notifies users of related matters by the company.

(e) Other functions related to the above.

→ We define “General AI Services” as third-party general AI services used as the base model of this service (e.g., Gemini and ChatGPT).

→ We define “Input” as text (prompts), images, audio, and other data input, post, or upload by the user when using the service.

→ We define “Output” as text, images, program code, or other data generated/output by the service based on the input.

→ We define “Content” as data such as text, images, video, and audio that can be viewed or watched on the designated website or application of the company via the service.

→ The user is deemed able to view/watch the content disclosed on the user-portion of the service site.

→ Clause 1(1)(b) assumes situations where the company and the user or users engage in comments or other communications on the service. (Delete if unnecessary.)

Clause 2: The outputs generated on the service are intended to be used as reference or auxiliary information for users; users should understand that generative AI is not always accurate or complete, and should refer to reliable sources and use the service at their own risk.

Article 2 (Application of the Terms, User Registration)

Article 3 (Management and Operation Conditions)

Article 4 (Contact, Notifications)

Article 5 (Issuance and Management of IDs and Passwords)

Article 6 (Change Notice)

Article 7 (Changes to the Terms)

It is necessary to specify rules regarding changes to the terms.

→ It corresponds to the Civil Code amendment effective April 2020. (The company may, at its discretion, change these Terms and individual agreements under the provisions of Article 548-4 of the Civil Code when any of the following occur.)

Article 8 (Intellectual Property Rights Handling)

Provisions regarding ownership and use of intellectual property rights.

Clause 1: Intellectual property rights for inputs and outputs (excluding the company’s supplied content) shall be retained by the user.

Clause 2: The user grants the company, for purposes of operation, maintenance, and quality control of the service, the non-exclusive, gratuitous right to use inputs and outputs, including reproduction, modification, and licensing to third parties, for an unlimited period (excluding AI learning).

Clause 3: All intellectual property rights in the content provided by the company (excluding inputs and outputs) belong to the company or its licensors.

→ If the user posts or uploads content on the service, the company may freely and unlimitedly use all the associated copyrights.

→ The user may not use content provided by the company (excluding inputs and outputs) beyond the scope of private use under copyright law without the company’s prior consent.

→ Intellectual property rights in content provided by the company (excluding inputs and outputs) belong to the company or its licensors.

→ The user shall not exercise moral rights in inputs or outputs that could become copyrighted works on the service.

Article 9 (Handling of Inputs and Outputs)

Clause 1: The company shall manage inputs and outputs strictly to prevent leaks.

Clause 2: The company shall not use inputs and outputs for AI learning.

Clause 3: Even if the user requests deletion of inputs and outputs, the company is not obligated to comply.

Article 10 (Usage Fees)

★ In addition to the monthly base fee, a “periodic fee” can also be configured.

→ It also provides for a “usage-based surcharge.” (If both are set, it becomes a hybrid of fixed and usage-based pricing.)

（Usage-based surcharge is calculated based on API calls, tokens used, data size of uploaded text/files, number of users, and other indicators.）

Article 11 (Burden of Costs, Late Payment Penalties)

Article 12 (Usage Period)

Article 13 (User Cancellation)

Article 14 (Suspension of Use, Termination by Company)

Article 15 (Changes/End of the Service)

Article 16 (Post-Termination Measures)

Article 17 (Prohibited Acts, etc.)

Clause 1(1)–(9) are prohibitions related to Generative AI (input and output).

("Prompt injection" and "distillation" are typical prohibited acts.)

(Please add or delete or modify according to the actual service content.)

Article 18 (Use of Third-Party Services)

Article 19 (Service Interruption, Changes)

Article 20 (Liability for Damages)

Article 21 (Disclaimer)

This section coversDisclaimer provisions.

Clause 7: Due to the nature of generative AI, service providers cannot fully control output results. Consequently, there is a risk that outputs may be unexpected, inaccurate, or inappropriate, which could cause damage to users.

Article 22 (Handling of Personal Information Obtained)

Article 23 (Exclusion of Antisocial Forces)

Article 24 (Assignment of Contractual Status)

Article 25 (Severability)

Article 26 (Governing Law, Jurisdiction, etc.)

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★ Notes and comments included. You can customize it freely in Word file format.

Seller information

Akiraccyo

Japan

Identity confirmed

NDA concluded

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