Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between New Summer Inc. ("we," "our," or "us"), a company incorporated in Japan, and you ("Client" or "you") governing your access to and use of our services, including AI and IT consulting, application development, data analytics, and related professional services (collectively, the "Services").

By engaging our Services, signing a proposal or statement of work, or otherwise entering into a business relationship with us, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Our Services

New Summer Inc. provides professional technology services including, but not limited to:

• AI & IT Consulting: AI strategy design, use-case identification, model development, system architecture, and implementation roadmaps tailored to your business goals.
• Application Development: Design and development of web applications, native and cross-platform mobile applications (iOS/Android), rapid prototyping, MVP development, and scalable backend and cloud infrastructure.
• Data & Insights: Data infrastructure setup, business intelligence dashboards, real-time analytics platforms, data pipeline engineering, and decision support systems.

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate proposal, statement of work, or project agreement ("Project Agreement") executed by both parties. In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall prevail with respect to that specific engagement.

3. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide timely access to relevant personnel, systems, data, and documentation as reasonably required for the project.
• Designate a primary point of contact with sufficient authority to make decisions and provide approvals in a timely manner.
• Review and provide feedback on deliverables within the timeframes agreed upon in the Project Agreement.
• Ensure that any materials, data, or content you provide to us do not infringe any third-party rights and comply with applicable laws.
• Pay all fees in accordance with the payment terms set out in the Project Agreement or these Terms.

Delays caused by your failure to meet these responsibilities may result in revised timelines, additional costs, or project suspension, which we will communicate to you promptly.

4. Intellectual Property

Client Materials: You retain all intellectual property rights in any materials, data, content, or pre-existing technology you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of delivering the Services.

Deliverables: Upon receipt of full payment, we assign to you all intellectual property rights in the custom deliverables created specifically for your project under the applicable Project Agreement, to the extent such rights are assignable. This assignment does not include our pre-existing tools, frameworks, methodologies, libraries, or general know-how ("Background IP").

Background IP: We retain all rights to our Background IP. Where deliverables incorporate Background IP, we grant you a non-exclusive, perpetual license to use such Background IP solely as embedded within the deliverables for your internal business purposes.

Third-Party Components: Deliverables may incorporate open-source software or third-party components. Your use of such components is subject to their respective licenses, which we will identify in the Project Agreement where applicable.

5. Confidentiality

Both parties acknowledge that during the course of an engagement, each may receive confidential or proprietary information of the other ("Confidential Information"). Each party agrees to:

• Keep Confidential Information strictly confidential and not disclose it to any third party without the other party's prior written consent.
• Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms or the applicable Project Agreement.
• Limit access to Confidential Information to personnel who have a need to know and are bound by obligations of confidentiality no less protective than these Terms.

These obligations do not apply to information that is or becomes publicly available through no breach of these Terms, was already known to the receiving party, or is required to be disclosed by law or regulatory authority.

6. Fees and Payment

Fees for our Services are set out in the applicable Project Agreement. Unless otherwise agreed:

• Invoices are due within thirty (30) days of the invoice date.
• Late payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
• All fees are exclusive of applicable taxes (including consumption tax, sales tax, or VAT), which will be added where required by law.
• We reserve the right to suspend Services if payment is overdue by more than thirty (30) days, after providing written notice.

Any out-of-pocket expenses (such as third-party software licenses, cloud infrastructure costs, or travel, if applicable) incurred in the delivery of Services will be agreed upon in advance and invoiced separately with supporting documentation.

7. Project Delivery and Acceptance

We will deliver work products in accordance with the milestones and specifications set out in the Project Agreement. Upon delivery of any deliverable, you have the number of business days specified in the Project Agreement (or, if not specified, ten (10) business days) to review and either accept the deliverable or provide written notice of specific defects or deviations from the agreed specifications.

If we do not receive written notice within the review period, the deliverable will be deemed accepted. We will remedy any documented defects that constitute a material deviation from agreed specifications at no additional charge. Requests for changes beyond the agreed scope are subject to a change order process and may result in additional fees and timeline adjustments.

8. Warranties and Disclaimers

We warrant that:

• We will perform the Services in a professional and workmanlike manner consistent with industry standards.
• We have the right to enter into these Terms and provide the Services without violating any third-party rights.
• Deliverables, to the best of our knowledge, do not infringe any third-party intellectual property rights.

Except as expressly stated in these Terms or a Project Agreement, the Services and deliverables are provided "as is." We do not warrant that any AI system, software, or data platform will be error-free, uninterrupted, or will produce specific business outcomes. Results of AI models and data systems depend on many factors outside our control, including data quality and third-party infrastructure.

9. Limitation of Liability

To the maximum extent permitted by applicable law, our total cumulative liability to you for any claims arising out of or related to these Terms or the Services — whether in contract, tort, or otherwise — shall not exceed the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages.

These limitations do not apply to damages resulting from fraud, willful misconduct, or gross negligence, or to any liability that cannot be excluded or limited under applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless New Summer Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of deliverables in a manner inconsistent with these Terms or applicable law; (c) any Client Materials you provided that infringe third-party rights or violate applicable law; or (d) your negligence or willful misconduct.

11. Term and Termination

These Terms remain in effect for the duration of any active Project Agreement. Either party may terminate a Project Agreement for convenience by providing thirty (30) days' written notice. Either party may also terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fourteen (14) days of receiving written notice of the breach.

Upon termination:

• You will pay us for all Services rendered and expenses incurred up to the effective date of termination.
• We will deliver to you all work in progress and any Client Materials in our possession.
• Provisions relating to intellectual property, confidentiality, payment, limitation of liability, and governing law shall survive termination.

12. Governing Law

These Terms and any Project Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law principles. The Tokyo District Court shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms, subject to the dispute resolution process below.

For clients located outside of Japan, we acknowledge applicable mandatory consumer protection or business protection laws in your jurisdiction may also apply, and nothing in these Terms is intended to waive rights you may have under such applicable laws.

13. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or our Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by delivering written notice describing the dispute in reasonable detail. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice before pursuing any other remedy.

If the dispute cannot be resolved through negotiation, either party may seek resolution through mediation or binding arbitration before resorting to litigation, as further specified in the applicable Project Agreement.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, governmental actions, pandemics, widespread internet outages, or failures of third-party infrastructure or services. The affected party shall notify the other party promptly and shall resume performance as soon as practicable.

15. General Provisions

Entire Agreement: These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties with respect to the Services and supersede all prior discussions, proposals, or agreements.

Amendments: We may update these Terms from time to time. Material changes will be communicated to active clients. Continued engagement with our Services after notice of updated Terms constitutes acceptance.

Severability: If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No Waiver: Failure by either party to enforce any provision of these Terms shall not be construed as a waiver of the right to enforce that provision in the future.

Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

16. Contact Us

If you have any questions or concerns about these Terms of Service, please contact us at: