Terms of Service

1. Overview and Acceptance

These Terms of Service ("Terms") govern your access to and use of the Kaizen AI Systems Inc. ("Kaizen", "we", "us") APIs, SDKs, developer tooling, and websites (collectively, the "Services").

You accept these Terms by clicking to accept them where the Services present an acceptance mechanism, and in any case by accessing or using the Services. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not have that authority, or do not agree, you may not use the Services.

2. Accounts and API Keys

You must provide accurate registration information and keep credentials confidential. You are responsible for all activity performed with your API keys, including activity by your personnel and by any application you build on the Services. You will notify Kaizen promptly at security@kaizenaisystems.com upon learning of any unauthorized use of your keys. Kaizen may revoke keys that violate these Terms. Demo keys are for evaluation only and may be rate limited or disabled at any time.

3. Usage and Acceptable Use

You may call the Akuma, Enzan, and Sōzō APIs solely to power functionality in your own applications. You are responsible for the prompts, schemas, source data, and downstream actions taken from model output. You will not: (a) misrepresent output as human generated; (b) probe, overload, or attack the Services; (c) use the Services for unlawful or abusive content; (d) resell or sublicense the APIs without written approval; (e) use the Services in violation of U.S. export control laws, embargoes, or economic sanctions; (f) use the Services to develop a competing product, or to benchmark the Services for publication, without written approval; or (g) circumvent rate limits, usage metering, or access controls.

4. Regulated and Prohibited Data

The Services are general-purpose developer tooling. They are not offered as, and have not been assessed as, a HIPAA-compliant, PCI-compliant, or otherwise regulated processing environment.

You will not submit to the Services, or make accessible to the Services, any of the following categories of data unless you and Kaizen have first executed a separate written agreement expressly covering it — for protected health information, a Business Associate Agreement: (a) protected health information as defined under HIPAA; (b) cardholder data subject to PCI DSS; (c) nonpublic personal information subject to the Gramm-Leach-Bliley Act; (d) education records subject to FERPA; (e) criminal justice information subject to CJIS policy; (f) biometric identifiers subject to BIPA or comparable state law; (g) government classified or controlled unclassified information; or (h) personal data of individuals you know to be under 16.

This applies with particular force to Akuma database connections. You are responsible for ensuring that any database, schema, table, or view you make accessible to Akuma contains none of the above. Kaizen does not inspect your data to determine whether it contains regulated categories, and you should not rely on Kaizen to do so.

You represent and warrant, on a continuing basis, that data you submit or make accessible contains none of the above categories. Absent a signed agreement covering such data, the parties intend that Kaizen not act as a business associate, regulated service provider, or comparable regulated processor, and you agree not to make available any data that would place Kaizen in that role.

If you become aware that regulated data has been submitted or made accessible, you will notify Kaizen immediately at security@kaizenaisystems.com and cooperate in remediation. Kaizen may suspend access at its discretion if it becomes aware that such data may be present, and such suspension is not a breach of these Terms or of any service commitment.

Your indemnification obligation under Section 13 applies to claims arising from data submitted in breach of this Section, and is not subject to the limitation in Section 12.

Nothing in these Terms disclaims or limits any obligation that applies to Kaizen by operation of law, and nothing in this Section is intended to determine any party's status under any statute.

5. Data, Security, and Sub-processors

What Kaizen processes. Kaizen processes data you send — including schemas, prompts, usage telemetry, and database connection credentials — to operate the Services.

Ownership. You retain all ownership of your data. Kaizen claims no rights in it beyond those necessary to provide the Services.

Model training. Kaizen does not use customer prompts, schemas, or API payloads to train Kaizen-owned models. Kaizen does not authorize third-party model providers to use customer content for model training unless you explicitly opt in in writing.

Sub-processors. Kaizen relies on third parties to deliver the Services: Vercel (frontend hosting), Render (API hosting), Supabase (database and storage), and OpenAI or other model providers (inference). Prompts and schema metadata are transmitted to model providers for inference. Kaizen will post notice of material sub-processor changes, with an effective date, before the change takes effect.

Credential handling. Database connection credentials are encrypted at rest using AES-256-GCM with a per-credential data key wrapped under a service key encryption key, and are accessible only to systems and personnel requiring access to operate the Services. Traffic between you and the Kaizen API is served over HTTPS.

Connections to your database. Akuma connects to your database using the connection string you supply, with the transport security that connection string specifies. Kaizen does not upgrade or enforce transport encryption on your behalf. If you require encrypted transport between Kaizen and your database, you must configure it in the connection string you provide.

Your responsibilities. You are responsible for configuring least-privilege credentials and, for Akuma database connectivity, providing read-only access scoped to only the datasets required for your use case. Akuma executes SELECT statements only and opens read-only transactions, and supports table and column allowlists; these are safeguards operating on the SQL Akuma executes, and are not a substitute for correctly scoped credentials at the database layer.

Security incidents. If Kaizen becomes aware of a confirmed security incident affecting your data or credentials, Kaizen will notify you without undue delay and, where feasible, within seventy-two (72) hours after confirming the incident, subject to legal and investigatory constraints, and will provide information reasonably available about scope and remediation.

6. Audit Records and Retention

Kaizen maintains an append-only audit record of Service invocations. This record includes the verbatim text of your prompt, any SQL generated in response, and the security outcome of the request. It exists for security review, abuse investigation, and incident response.

This audit record is deliberately immutable and is retained independently of your account. It is not deleted when you delete an API key, remove a data source, close your account, or terminate these Terms, and it is not subject to the deletion rights described in Section 14. It is not used for any purpose other than those stated above.

Because prompts are free-form text that you control, you should not include sensitive values, credentials, personal information, or regulated data in the text of a prompt. Kaizen does not filter prompt text before recording it.

API request logs are retained for up to 90 days. Stored encrypted database connection credentials are retained until you remove the integration or your account is terminated. Account and billing records may be retained as required by law.

7. Confidentiality

Each party may receive non-public information marked or reasonably understood as confidential. The receiving party will use such information solely to fulfill these Terms and protect it using a standard of care no less than that used to protect its own confidential information. These obligations survive for three (3) years after termination, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

8. Intellectual Property and Feedback

Kaizen owns all rights, title, and interest in the Services, documentation, and brand assets. No licenses or implied rights are granted except as expressly stated. You own your applications and customer data.

If you provide suggestions, feature requests, or other feedback regarding the Services, you grant Kaizen a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without obligation or attribution.

Neither party may use the other's name or marks publicly without prior written consent.

9. Warranty and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BY KAIZEN AND THE KAIZEN PARTIES (AS DEFINED IN SECTION 12) WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Generated SQL, cost summaries, and synthetic data may be inaccurate, incomplete, or unsuitable for your purpose. You are solely responsible for validating all output before relying on it, before acting on it, and before using it in any production system.

Synthetic data generated by Sōzō is produced algorithmically from a schema specification you provide. It is not represented as anonymized, de-identified, or compliant with any privacy statute.

You must not rely on the Services as the sole basis for legal, medical, safety-critical, employment, credit, or similarly high-impact decisions without independent human review.

No statement in Kaizen's documentation, website, marketing materials, or communications creates any warranty not expressly stated in these Terms.

10. Service Availability

Kaizen may modify, suspend, or discontinue any part of the Services. For paid plans, Kaizen will provide at least thirty (30) days' notice before discontinuing a product or making a breaking API change, except where a shorter period is required for security or legal reasons. Free-tier access may be modified or discontinued at any time.

11. Fees and Payment

Builder tier access is free within usage limits communicated on www.kaizenaisystems.com. Paid plans are invoiced monthly and calculated from API usage. Undisputed invoices are due within thirty (30) days. Fees exclude taxes, which are your responsibility other than taxes on Kaizen's income. You remain responsible for third-party fees such as model provider usage in custom deployments.

12. Limitation of Liability

In this Section and in Section 9, "Kaizen Parties" means Kaizen AI Systems Inc. together with its affiliates and their respective officers, directors, employees, contractors, and agents. The protections in those Sections apply to each of the Kaizen Parties, and each of them may enforce those protections directly.

To the fullest extent permitted by law, neither party — and none of the Kaizen Parties — is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, regardless of the theory of liability and even if advised of the possibility.

The aggregate liability of the Kaizen Parties, taken together, arising out of or related to the Services will not exceed the greater of (a) the amounts paid to Kaizen in the twelve (12) months preceding the event giving rise to the claim, or (b) five thousand U.S. dollars ($5,000). This is a single shared cap; claims against more than one of the Kaizen Parties do not increase it.

Nothing in this Section limits: your payment obligations; your indemnification obligations under Section 13; either party's liability for gross negligence, willful misconduct, or fraud; or any liability that cannot be limited by law.

You acknowledge that the fees reflect this allocation of risk, that these limitations are an essential basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

13. Indemnification

You will defend, indemnify, and hold harmless Kaizen, its affiliates, and their officers, directors, and personnel from any third-party claim, and resulting damages, liabilities, penalties, and expenses including reasonable attorneys' fees, arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your submission of data you were not authorized to provide; (d) your submission of data in breach of Section 4; (e) your applications and the downstream use of output; or (f) your violation of any law or third-party right.

The indemnified party will provide prompt notice, tender control of the defense, and reasonable cooperation. No settlement imposing liability or an admission on the indemnified party may be made without its consent.

14. Term and Termination

Either party may terminate at any time by closing the account or providing written notice. Kaizen may suspend or terminate immediately for breach of Sections 3 or 4, or for non-payment after ten (10) days' notice.

You may request export of stored account data prior to closure and for thirty (30) days after. Subject to Section 6, customer data stored by Kaizen will be deleted within thirty (30) days after termination, except where retention is required by law and except for backup copies, which are deleted on the ordinary backup cycle. Database connection credentials are deleted when you remove the integration or when your account is terminated.

Survival. Sections 4 (representations), 5 (ownership), 6 (Audit Records and Retention), 7 (Confidentiality), 8 (Intellectual Property and Feedback), 9 (Warranty and Disclaimers), 11 (accrued fees), 12 (Limitation of Liability), 13 (Indemnification), 16 (Governing Law and Venue), and 17 (General) survive termination.

15. Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond reasonable control, including acts of God, natural disasters, war, civil disturbance, labor disputes, internet or cloud provider outages, or third-party platform failures.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles, and excluding the UN Convention on Contracts for the International Sale of Goods. You consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

17. General

Entire agreement. These Terms, together with any documents expressly incorporated, constitute the entire agreement and supersede all prior discussions, proposals, and representations, written or oral.

No reliance. Each party acknowledges that in entering this agreement it has not relied on any statement, representation, warranty, or understanding other than those expressly set out in these Terms. Nothing in this Section limits liability for fraud.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.

No waiver. Failure to enforce any provision is not a waiver of it or of any other provision.

Assignment. You may not assign these Terms without Kaizen's written consent, except to a successor in a merger or sale of substantially all assets who is not a competitor of Kaizen. Kaizen may assign freely. Any other purported assignment is void.

Notices. Notices to you may be sent to the email on your account. Notices to Kaizen must be sent to legal@kaizenaisystems.com and to Kaizen AI Systems Inc., 5900 Balcones Drive #28588, Austin, TX 78731, US.

Independent contractors. The parties are independent contractors. These Terms create no partnership, agency, joint venture, or employment relationship.

No third-party beneficiaries. Except as expressly stated, these Terms confer no rights on any person who is not a party. The Kaizen Parties identified in Section 12 are intended third-party beneficiaries of Sections 9, 12, and 13, and may enforce those Sections directly.

Order of precedence. In the event of conflict, a signed written agreement between the parties controls over these Terms, and these Terms control over any documentation or purchase order terms.

18. Modifications

Kaizen may update these Terms. Changes apply prospectively only. For non-material changes, Kaizen will post the revised Terms with an updated date. For material changes — including changes to Sections 4, 12, or 13 — Kaizen will provide at least thirty (30) days' notice by email to the address on your account before they take effect. If you do not agree to a change, you may terminate and receive a pro-rata refund of prepaid unused fees.

19. DPA, SLA, and Legal Requests

If required for your use of the Services, Kaizen will make a Data Processing Addendum (DPA) available for execution. Service availability commitments are described in Kaizen's SLA or plan terms, if any. For legal process requests seeking your data, Kaizen will provide notice to you unless prohibited by law.

20. Contact

Questions about these Terms may be sent to legal@kaizenaisystems.com or Kaizen AI Systems Inc., 5900 Balcones Drive #28588, Austin, TX 78731, US. Security matters: security@kaizenaisystems.com.