cloud-itonami — Terms of Service

Governing law: Japan

Effective: 2026-07-24 / last updated: 2026-09-06 (Section 8.2–8.3 added)

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 seven (7) years following termination, or such longer period as required by applicable law, for legal, accounting and dispute-resolution purposes.

6. Fees and Billing

6.1 The Service is offered on a subscription basis. Fees are calculated on a per-seat and/or per-agent-run usage basis as set out in the applicable Order Form or in-product pricing page, billed monthly in arrears in Japanese yen (JPY) unless otherwise agreed in writing.

6.2 Billing is processed via Stripe, Inc. Customer's payment method is charged directly by Stripe; the operator does not store full payment card details.

6.3 Where disclosed at checkout, payment may be collected through a disclosed collection agent. Kotoba Labs Inc remains the contracting Service operator and supplier. Stripe merchant-of-record is unchanged by this operator-copy update. Formal collection counterparts, if any, are retained outside the public repository.

6.4 Fees are exclusive of applicable Japanese consumption tax and other taxes, duties or levies, which are Customer's responsibility unless Customer provides a valid tax exemption. Reverse charge notice: the operator is a business-to-business digital-service provider organized outside Japan; under Japan's reverse-charge mechanism for business-purpose cross-border digital services, Customer (not the operator) is liable to file and pay any applicable Japanese consumption tax on these fees, to the extent the transaction qualifies. Customer is responsible for confirming its own filing position.

7. Data Processing Addendum

7.1 To the extent the Service processes personal data on Customer's behalf, the parties enter into the versioned Data Processing Addendum ("DPA") that governs such processing, including subprocessors, international transfers and security measures. legal/dpa.md is incorporated into these Terms by reference and becomes effective with the applicable Order Form.

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.

8.2 Mission scope. The Service is operated in pursuit of the etzhayyim Mission Charter (ADR-2605192100, published at https://etzhayyim.com) and is offered to organizations whose conduct is consistent with its priorities: honest dealing, and precedence for the wellbeing of children and future generations over short-term advantage. Whether an organization is aligned is assessed under the Charter's objective function from disclosed evidence; the operator does not infer it, and an organization that has not been assessed is treated as unassessed, not as aligned. Benefits that the operator extends to aligned organizations (capital pool access, funding, dividends) are not part of the Service by default and may be withheld from organizations that are unassessed or not aligned.

8.3 Fraud and deception. Impersonating a real person, company or authority, presenting fabricated or altered records as fact, claiming a right, payment, credential or result not held or not done, or concealing a conflict of interest Customer was bound to disclose, is a material breach of these Terms. On a finding supported by evidence and attested by a named party, the operator may refuse Customer's proposals at the governor gate (Section 4), withhold the benefits in 8.2, record the finding with its evidence in the audit ledger (Section 5) as a permanent, publishable record that contains no personal data of private individuals, and terminate under Section 12. An accusation without evidence has no such effect, and fabricating a finding is itself a breach under this Section.

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. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to the operator in the twelve (12) months preceding the event giving rise to the claim, except for liability arising from (a) a party's gross negligence or willful misconduct, (b) a party's breach of its confidentiality obligations, or (c) Customer's payment obligations, which are not subject to this cap.

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 thirty (30) days following termination, after which the operator will delete or irrecoverably de-identify Customer Data within a further thirty (30) days, except where retention is required by Section 5.2 (audit ledger) or applicable law.

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. Corporate registration and tax compliance of the operator are administrative obligations and do not reduce Customer's rights under these Terms.

14. Changes

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

15. Contact

Operator: Kotoba Labs Inc. Sales: Ryo Awai. Email: support@itonami.cloud. Address, telephone and representative: disclosed on request. No file number is published (no Kotoba Labs Inc filing is recorded in this repository; Delaware file number 10704996 is not a Kotoba Labs Inc identifier). See legal/company.md for the full operator record.