DRAFT — not legal advice; counsel review required.

cloud-itonami — Terms of Service

Governing law: Japan

Last updated: 2026-07-02 (DRAFT)

1. Overview

cloud-itonami ("the Service") is a business operating system ("business OS") for organizations. It ingests an organization's business facts (e.g. mail, calendar, documents, CRM, contracts, invoices, financials, HR and PLM/ERP/MES records) and runs them through a single activity → decision → effect → audit flow. Every operated business is represented as an itonami.repo owned by an itonami.org, addressed at itonami.cloud/{org}/{repo}, with tenant-isolated activity, effect and audit data. The Service is offered to businesses ("Customer") and is not intended for consumers.

2. Accounts, Organizations, Seats and Members

2.1 To use the Service, Customer creates an organization (itonami.org) and one or more business repositories (itonami.repo).

2.2 Access is governed by membership (itonami.member) and per-repository permissions (itonami.permission) with capabilities including :queue/read, :effect/propose, :effect/approve, :effect/execute, :audit/read and :admin. Customer is responsible for assigning and revoking member access and for all activity conducted under its organization.

2.3 Each authorized human user occupies a "seat." Customer is responsible for keeping seat assignments accurate and for safeguarding all credentials (including operator tokens and CACAO/did:key actor credentials).

3. Tenant Data Ownership

3.1 Customer owns its data. All business facts, activities, decisions, effects, artifacts, audit events and other content that Customer ingests into or generates within its tenant graph ({org}/{repo}) ("Customer Data") remain the property of Customer as between the parties.

3.2 The Service processes Customer Data solely to provide the Service to Customer. Tenant isolation ensures that a given {org}/{repo} route must never query or mutate another repository's activities, effects or audits.

3.3 Customer grants the Service operator a limited license to host, process and transmit Customer Data only as necessary to operate the Service, including persistence to the configured store (e.g. Cloudflare KV and, where enabled, the kotobase PDS at kotobase.net). See the Privacy Policy for details.

4. AI Agent Proposals and Human Approval

4.1 The Service uses agent loops (ReAct-style orchestration with human-in-the-loop interrupts) to propose actions based on Customer Data.

4.2 AI output is a proposal, not a decision. Read-only effects may be observed automatically. Any external, financial or destructive effect is routed to an approval inbox and MUST receive explicit human approval before execution.

4.3 Customer is solely responsible for reviewing and approving proposed effects. The Service operator makes no warranty as to the accuracy, completeness or suitability of any AI-generated proposal, analysis, recommendation or draft, and disclaims liability for actions Customer executes based on them, to the maximum extent permitted by law.

5. Audit Ledger

5.1 The Service maintains an append-only audit ledger (:itonami.audit/*) recording activities, decisions, approvals and executed effects for accountability and traceability.

5.2 Audit records are retained for the term of the Customer's use and for such period thereafter as required for legal, accounting and dispute-resolution purposes. [CONFIRM: specific audit-ledger retention period]

6. Fees and Billing

6.1 The Service is offered on a subscription basis. [CONFIRM: pricing model — described to counsel as per-seat plus per-agent-run charging; no billing/pricing code is present in this repository, so exact metering, currency, tax handling and payment processor must be confirmed]

6.2 [CONFIRM: billing rail / payment processor for cloud-itonami]

6.3 Fees are exclusive of applicable Japanese consumption tax and other taxes, which Customer is responsible for. [CONFIRM: tax handling]

7. Data Processing Addendum

7.1 To the extent the Service processes personal data on Customer's behalf, the parties will enter into a Data Processing Addendum ("DPA") that governs such processing, including subprocessors, international transfers and security measures. [CONFIRM: DPA text and execution process]

8. Acceptable Use

Customer will not use the Service unlawfully, will not upload data it lacks the right to process, and will not attempt to breach tenant isolation or access another tenant's data.

9. Confidentiality

Each party will protect the other's confidential information (including Customer Data) with reasonable care and use it only to perform under these Terms.

10. Warranties and Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, to the maximum extent permitted by applicable law, including for AI-generated output (Section 4).

11. Limitation of Liability

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special or consequential damages. [CONFIRM: liability cap and any carve-outs]

12. Term and Termination

Either party may terminate as set out in the applicable order or subscription. On termination, the operator will make Customer Data available for export for a limited period and then delete or return it. [CONFIRM: export window and deletion timeline]

13. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. The parties submit to the Tokyo District Court (東京地方裁判所) as the court of exclusive jurisdiction of first instance. Data protection obligations are handled principally under Japan's Act on the Protection of Personal Information (APPI), with the EU/UK GDPR and the CCPA/CPRA applying to the extent Customer Data is subject to them.

14. Changes

The operator may update these Terms and will provide notice of material changes.

15. Contact

Operator: Gftd Japan 株式会社 (Gftd Japan K.K.). Email: hello@gftd.co.jp. Registered address: GranTokyo South Tower 11F, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6611, Japan (Corporate Number 1011101086505).