# Terms of Service

**Last Updated**: May 1, 2026

These TokiMake Terms of Service (these "Terms") constitute the agreement between Xross Road Inc. (a Delaware corporation; "we," "us," or "the Company") and the User concerning the use of the AI creation platform "TokiMake" (the "Service") provided by the Company. By registering for or using the Service, the User agrees to these Terms and to the Company's Privacy Policy.

> **IMPORTANT NOTICE**: Article 20 of these Terms contains agreements concerning **dispute resolution by binding arbitration, a class action waiver, and a jury trial waiver**. The User has the right to opt out of the arbitration agreement within 30 days of registration. Please review Article 20 for details.

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### Article 1 (Definitions)

1. "Service" means the AI creation platform "TokiMake" provided by the Company.
2. "Site" means the website and applications operated by the Company for the Service.
3. "Member" means a User whose membership registration has been approved by the Company in accordance with Article 4 of these Terms.
4. "User" means a person who uses the Site or the Service, regardless of whether they are registered as a Member.
5. "Account" means the set of information — such as the ID, password, and authentication credentials for external services — issued to identify a Member.
6. "Source Work" means a novel, scenario, or text that a Member has independently created outside the Service and transmitted to the Service.
7. "Posted Content" means images, vertical-scroll manga, prompts, text, ratings, comments, and any and all other information that a Member generates, edits, posts, or publishes through the Service.
8. "Playground" means the feature, provided by the Service, whereby AI generates images and the like based on a Member's prompts and instructions, and through which such generated outputs may be tried out, published, and shared.
9. "Adult Content" means content that includes sexual expression, that the Company determines is inappropriate for viewing by persons under 18 years of age, and that falls under the R-18 Rating.
10. "Rating" means the age-based classifications (the two classifications of All Ages and R-18) established by the Company for Posted Content; the specific classification criteria are set forth in the Guidelines.
11. "Guidelines" means the Community Guidelines and other guidelines separately established by the Company, which apply as an integral part of these Terms.
12. "Credits" means the units used within the Service to generate content. Credits have no monetary value and cannot be redeemed for cash or transferred to third parties.
13. "AI Source-Work Generation Feature" means the feature whereby AI generates scenarios, novels, and the like based on a Member's ideas, and produces vertical-scroll manga.

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### Article 2 (Acceptance and Modification of the Terms)

1. These Terms apply to all matters relating to the use of the Service between the Company and the User.
2. In addition to these Terms, the guidelines and the like separately established by the Company, including the Community Guidelines (collectively with these Terms, the "Terms and Related Rules"), apply to the Service.
3. In the event of a conflict between these Terms and such guidelines and the like, these Terms shall in principle prevail. However, where such guidelines and the like set forth specific operational rules, Rating criteria, specific examples of prohibited content, moderation operations, and the like based on these Terms, the provisions of such guidelines and the like shall apply to the extent of such matters.
4. The Company may revise the Guidelines from time to time. A revision of the Guidelines takes effect upon posting on the Site or notice to the registered email address.
5. By registering for or continuing to use the Service, the User is deemed to have agreed to these Terms.

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### Article 3 (Operating Environment)

The User shall, at the User's own expense and responsibility, prepare the communication equipment, software, and Internet connection necessary to use the Service.

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### Article 4 (Membership Registration and Age Requirement)

1. A User applies for membership registration by the method prescribed by the Company, and acquires membership upon the Company's approval.
2. **Age requirement**: A User must be **18 years of age or older**. At the time of membership registration, the User shall register their **date of birth** by the method prescribed by the Company, and such date of birth shall be used for age verification. Where a state law requiring age verification for access to adult content applies in the state of residence of a U.S. User, the Company may implement the age verification method required by such state law (including verification by a government-issued identification document, verification by a third-party age verification service, or other methods prescribed by such state law), or may introduce technical measures to accommodate such method. If the Company discovers that a person under 18 years of age is using the Service, it will promptly suspend the relevant account and delete the personal information. In accordance with the U.S. Children's Online Privacy Protection Act (COPPA, 15 U.S.C. §§ 6501–6506) and the implementing rule of the Federal Trade Commission (FTC) (16 C.F.R. Part 312), the Company does not knowingly collect the personal information of children under 13 years of age. If a Member registers a false date of birth, the Company may suspend or delete the relevant account.
3. The Company may decline to approve membership registration, or may revoke membership, in any of the following cases: a. where there is any falsehood, error, or omission in the registration information; b. where the User was under 18 years of age; c. where the User has violated these Terms; d. where the User falls under, or has a relationship with, a sanctioned party as set forth in Article 22; or e. where the Company otherwise determines that membership registration is inappropriate.
4. In accordance with the CAN-SPAM Act (15 U.S.C. §§ 7701–7713), the Company provides an opt-out mechanism for commercial email.

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### Article 5 (Account Management)

1. A Member is responsible for keeping their registration information current and accurate.
2. A Member bears all responsibility for the management of their Account and password.
3. A Member shall not allow a third party to use their Account, and shall not transfer, lend, or sell it.
4. A Member shall not hold multiple Accounts.
5. Where the Service is used via the registered password or external service authentication, the Company may treat such use as use by the Member.
6. The Company shall not be liable for the alteration or loss of Posted Content arising from unauthorized access to an Account, except in cases of the Company's gross negligence or willful misconduct.

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### Article 6 (Fees, Subscriptions, and Automatic Renewal)

1. **Fees**: The fees for the Service's paid plans and Credit packs shall be as posted on the Site, and are all displayed in U.S. dollars (USD).
2. **Payment**: All payments are made through the web payment provider designated by the Company. The Member shall also comply with such provider's terms of service. By providing a payment method, the Member authorizes the Company and such provider to charge the applicable fees, taxes, and other charges to such payment method. The Company may add, change, or remove payment providers at its discretion, and a change in a payment provider's policies may result in restrictions on payment for certain content.
3. **Automatic renewal**: Unless the Member cancels, subscriptions renew automatically as follows: a. Monthly plan: charged automatically on the same day each month in the same amount as the previous charge. b. Annual plan: charged automatically on the same day each year in the same amount as the previous charge. By registering and providing a payment method, the User gives affirmative consent to these automatic renewal terms.
4. **Pre-renewal notice**: The Company will give notice by email at the following times: a. Renewal of an annual plan: 15 to 45 days before the scheduled renewal date. b. End of a free or discounted trial (exceeding 31 days): 3 to 21 days before the end of the trial. c. Price change: 7 to 30 days before the effective date of the change. The change applies from the next billing cycle after notice, and does not affect plans or Credit packs already purchased. d. **Annual reminder for monthly subscriptions**: Within 30 days before or after the date on which 12 months have elapsed since the monthly plan contract, the Company will send an annual reminder including the method of cancellation and the Company's contact information (based on California Business and Professions Code §17602(b)(1), as amended by AB2863, effective July 1, 2025).
5. **Method of cancellation**: A Member may cancel a subscription at any time before the next renewal date, with a single click (or by an equally easy method) from the account settings screen. The Company does not require any additional steps for cancellation (telephone calls, retention surveys, account verification, etc.). Cancellation takes effect immediately upon completion, and the Company will send a cancellation confirmation by email.
6. **Treatment after cancellation**: After cancellation, the Member may use the Service until the last day of the relevant billing cycle. Subscription Credits expire on the last day of the billing cycle.
7. **Compliance with state law**: This Article is designed in accordance with California Business and Professions Code §§17600–17606 (including the AB2863 amendment effective July 1, 2025) and other applicable state automatic renewal laws. Where the application of a state law results in a provision more favorable to the User than this Article, such state law shall prevail.

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### Article 7 (Credits)

1. **Types and expiration**:

| Type                 | Category       | Expiration                                   | How Acquired                           |
| -------------------- | -------------- | -------------------------------------------- | -------------------------------------- |
| Subscription Credits | Free of charge | Last day of the billing cycle (no carryover) | Subscription contract                  |
| Free Credits         | Free of charge | 90 days from the date granted                | Missions, campaigns, invitations, etc. |
| Purchased Credits    | Paid           | 120 days from the date of purchase           | Purchase of a Credit pack              |

2. **Order of consumption**: Credits are consumed automatically in the order of Subscription Credits → Purchased Credits → Free Credits. Within the same type, they are consumed in order of the nearest expiration (FIFO).
3. **Restrictions**: a. Credits past their expiration automatically lapse and cannot be restored. b. The cap on the grant of Free Credits shall be as separately established by the Company.
4. **Compliance with state law**: This Article is operated in accordance with applicable state laws (gift card laws, prepaid card laws, gift certificate laws, etc.).
5. **Special provisions for California residents**: a. If Purchased Credits are determined to constitute a "gift certificate" as defined in California Civil Code §1749.5, such provision shall apply in priority over the expiration (120 days) established by TokiMake. b. A California resident may, where the unused balance of Purchased Credits falls below **$15** (based on California Civil Code §1749.5(b)(2), as amended by SB 22, effective April 1, 2026), request a cash refund of such balance. A refund request may be made to <inquiry-contact@tokimake.app>. c. With respect to California residents, the Company suspends the enforcement of the expiration provision for Purchased Credits in Paragraph 1 of this Article, to the extent required by applicable law.

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### Article 8 (User Content and License)

#### 1. The User's Principle of Self-Responsibility

1. The User shall, at the User's **sole responsibility**, generate, edit, post, publish, transmit, or display any and all Posted Content through the Service.
2. Before posting, the User shall confirm for themselves that such Posted Content does not violate the Terms and Related Rules or applicable laws and regulations, and shall also scrutinize for themselves whether it presents any problem under generally accepted social norms.
3. Where there is a claim from a third party regarding Posted Content, the relevant User shall handle and resolve it at the User's own expense and responsibility, and the Company shall in principle not be involved.

#### 2. Attribution and Grant of License

1. **Attribution**: The copyright (including rights relating to derivative works and adaptations) and other intellectual property rights in content posted by a Member to the Service belong to such Member.
2. **Grant of license**: The Member grants the Company a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, adapt, modify, translate, create derivative works of, publish, distribute, and publicly transmit the Posted Content and related transmitted information, for the purpose of providing, operating, improving, and promoting the Service (including advertising and publicity). The Company will not modify the essential content of the Posted Content without the Member's prior consent.
3. **Non-exercise of moral rights**: Within the scope of the license in the preceding paragraph, the Member agrees not to exercise moral rights, the right of attribution, or the right of integrity under the U.S. Visual Artists Rights Act (VARA, 17 U.S.C. §106A) or other governing law.

#### 3. Use for AI Model Training (Comprehensive Consent, Non-Revocable)

1. By registering for membership of the Service and agreeing to these Terms, the User **expressly and comprehensively consents** to the Company's use — in any and all manners, including use, reproduction, modification, processing, analysis, creation of derivative works, and provision to third parties as training data, on a **free-of-charge, unrestricted, worldwide, perpetual, and sublicensable basis** — of any and all content and information that the User has provided to the Company by generating, posting, publishing, transmitting, inputting, or otherwise through the Service (including prompts, images, text, Source Works, generation parameters, operation logs, feedback, ratings, comments, and any and all other information arising from activity on the Service; in this paragraph, the "Usage Data"), for the purposes of the development, training, quality improvement, evaluation, and improvement of the Company's AI models, the development of new features, research and development, and other purposes the Company deems necessary.
2. **The User cannot withdraw the consent in the preceding paragraph and cannot opt out of the use for AI model training.** The provisions of this paragraph constitute the basis of the bargain for the Company in providing the Service, and the Service cannot be used without this consent.
3. The User agrees that, even after withdrawal of membership, the Usage Data acquired by the Company prior to withdrawal will continue to be used as training data.
4. Where the Usage Data contains personal information, the Company will handle it appropriately in accordance with applicable laws and regulations (the CCPA/CPRA, the Act on the Protection of Personal Information, etc.). Details are governed by the Privacy Policy.
5. The AI models developed or improved as a result of the Company's use of the Usage Data for training, the outputs generated from such models, and any and all intellectual property rights relating thereto belong to the Company, and the User shall not assert any right, interest, or consideration therein.

#### 4. Miscellaneous

1. **No obligation to store**: The Company has no obligation to store Posted Content.
2. **Regarding Section 230**: The Company may be eligible for protection under Section 230 of the Communications Decency Act (47 U.S.C. §230) with respect to information generated and posted by users of the Service. However, with respect to the application of that section to content generated by the Company's own AI features, the Company will determine its liability individually in accordance with applicable law.
3. **Survival clause**: Paragraph 3 of this Article (Use for AI Model Training) survives the termination of these Terms, the User's withdrawal of membership, or the termination of the Service.

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### Article 9 (Intellectual Property Rights)

#### 1. Scope of Use of Images Generated by the Image Generation Feature

1. Images generated by a Member using the Service's image generation feature ("Generated Images") may be viewed, published, and shared within the Service, and may also be used for **personal and commercial purposes**.
2. Where a Member downloads, reproduces, distributes, or commercializes a Generated Image outside the Service, the Member shall confirm, at the Member's own responsibility, that such image does not infringe the copyright, portrait rights, publicity rights, trademark rights, or other rights of any third party.
3. Where there is a claim from a third party regarding the use of a Generated Image outside the Service, the relevant Member shall respond at the Member's own expense and responsibility, and the Company shall not be liable.
4. This Section applies only to images generated by the Service's image generation feature. The conditions of use relating to vertical-scroll manga are governed in priority by the provisions of Section 2 et seq. of this Article.

#### 2. Common Rules for External Use of Vertical-Scroll Manga

1. **Posting to social media, etc.**: A Member may post panel images obtained through the panel-image download feature to the Member's personal social media. However, the posting or reproduction of an entire vertical-scroll manga outside the Service is not permitted.
2. **Commercial use**: Commercial use of vertical-scroll manga outside the Service (distribution on external platforms, animation, merchandising, etc.) is limited to cases of external publishing led by the Company, with the Member's consent. Where commercially successful, the Company may enter into an individual license agreement with the Member and carry out additional commercial use. Revenue sharing and other conditions shall be determined upon individual consultation.
3. **The Service does not provide a feature for publishing novels.**

#### 3. Content Using a Brought-In Source Work

1. A vertical-scroll manga generated using a Source Work independently created by a Member outside the Service may be published within the Service and monetized on the Service.
2. The Source Work itself is the Member's creation, and the Company does not restrict its publication, posting, contest entry, publication as a book, and the like outside the Service.

#### 4. Content by the AI Source-Work Generation Feature

1. The copyright in content produced using the Service's AI Source-Work Generation Feature (including novels and vertical-scroll manga) belongs to the Member who produced such content.
2. A Member may post a novel produced by the AI Source-Work Generation Feature to a posting site or the like outside the Service. However, entry into contests, public calls for submissions, and the like is not permitted.
3. A vertical-scroll manga produced by the AI Source-Work Generation Feature has the character of a derivative work of such novel. With respect to the commercial use of such content, the Company has a right of first negotiation and serves as the point of contact. The conditions for commercialization shall be determined upon individual consultation between the Member and the Company.
4. Where a commercial-use agreement based on the preceding paragraph has been separately concluded, the provisions of such agreement prevail even after the Member's withdrawal of membership.

#### 5. The Company's Intellectual Property Rights

The Company holds the software, AI technology, designs, trademarks, and other intellectual property rights included in the Service. Except for the licenses expressly granted in these Terms, no right, title, or interest relating to the Service is transferred or licensed to the User.

#### 6. Presentation of Notes Regarding Copyright (Copyright Notice)

**1. Presentation of Notes Regarding Copyright (Copyright Notice)**

When a Member first uses the Service's AI generation features, and at such times as the Company deems necessary, the Company presents the following notes on screen.

1. That, with respect to the attribution of copyright in AI-generated content, no established interpretation exists under U.S. copyright law (the U.S. Copyright Act, 17 U.S.C.), the guidance of the U.S. Copyright Office (USCO), the precedents of the federal courts, or the laws and regulations of various foreign countries, and that this may change in the future;
2. That, where the User exercises human creativity through the design of prompts, the adjustment of parameters, the selection, editing, and arrangement of generation results, and other creative acts, such output may receive protection under copyright law; and
3. That the Company does not warrant that AI-generated content constitutes a copyrighted work under copyright law, or that the Member is an author under copyright law.

**2. Representations and Warranties Regarding AI-Generated Content (Representations and Warranties)**

When a Member generates, posts, or publishes content using the Service's AI generation features, the Member shall, by the method designated by the Company (a pop-up screen, etc.), confirm, represent, and warrant each of the following.

1. That, regardless of whether the Member is the statutory author, the Member bears full responsibility, as for the Member's own creation, for its content, legality, and any and all consequences arising therefrom;
2. That this content does not infringe the copyright, trademark rights, patent rights, portrait rights, publicity rights, privacy rights, or any and all other rights of any third party; and
3. That this content does not violate applicable federal, state, or local laws or other laws and regulations.

**3. Indemnification Obligation upon Breach of Representations and Warranties (Indemnification)**

Where a Member breaches the representations and warranties in the preceding paragraph, such Member shall, in accordance with the provisions of Article 19 (Indemnification — INDEMNIFICATION), indemnify, defend, and hold harmless the Company, its officers, employees, agents, affiliates, licensors, and subcontractors from and against any and all damages, losses, costs, or expenses (including reasonable attorneys' fees) incurred by them arising out of or in connection with such breach.

**4. Relationship of This Section to Other Provisions**

The representations, warranties, and indemnification obligations in this Section supplement, and do not replace, the provisions of Article 15 (Representations and Warranties of the User) and Article 19 (Indemnification). The User's responsibility regarding AI-generated content is also governed by the provisions of Article 8 (User Content and License).

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### Article 10 (Copyright Infringement Claims — DMCA)

1. **DMCA compliance**: In response to a notice alleging that content on the Service infringes the copyright of a third party, the Company responds in accordance with the Digital Millennium Copyright Act (DMCA, 17 U.S.C. §512).
2. **Requirements for a notice**: A claim of copyright infringement should be sent to the Company's designated DMCA agent in a notice that includes the following: a. the physical or electronic signature of the copyright owner or its agent; b. identification of the work alleged to be infringed; c. identification of the content alleged to be infringing (URL, etc.); d. the claimant's contact information (name, address, telephone number, email); e. a statement that the claimant has a good-faith belief that the use of such content is not authorized; and f. a statement, under penalty of perjury, that the contents of the notice are accurate and that the claimant is authorized to act on behalf of the copyright owner or its agent.
3. **DMCA designated agent**:
   * The Company has registered a DMCA designated agent with the U.S. Copyright Office (USCO). The registration information can be searched at <https://dmca.copyright.gov/>.
   * Contact: <inquiry-contact@tokimake.app> (please clearly indicate "DMCA Notice" in the subject line)
   * Mail: Xross Road Inc., Attention: DMCA Agent, 838 Walker Road Suite 21-2, Dover, Delaware 19904, USA
4. **Removal and response to repeat infringers**: Based on a valid notice, the Company removes or makes private the relevant content, and suspends or deletes the account of a Member who repeatedly commits copyright infringement, in accordance with 17 U.S.C. §512(i)(1)(A).
5. **Counter-Notification**: A Member whose content has been removed may submit a counter-notification in accordance with 17 U.S.C. §512(g). A counter-notification must include the signature, the location prior to removal, a statement of the belief that the removal was in error, contact information, and submission to the jurisdiction of the federal court.
6. **Liability for false claims**: Under 17 U.S.C. §512(f), a person who makes a notice or counter-notification containing a false representation may be liable for damages.

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### Article 11 (Scope of License and General Provisions on Prohibitions)

1. The Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service for personal and non-commercial purposes.
2. The User may not, without the Company's prior express permission, distribute, reproduce, modify, adapt, or make secondary use of data, information, text, software, and the like obtained through the Service, beyond the scope of Fair Use under U.S. copyright law (17 U.S.C. §107).

***

### Article 12 (Prohibited Acts)

The User shall not engage in the following acts. Specific examples of prohibited content are as set forth in the Guidelines.

#### 1. Prohibited Acts Relating to the System

1. Disassembling, decompiling, reverse-engineering, or otherwise analyzing the source code, structure, or ideas of the Site (except to the extent permitted by applicable law);
2. Reproducing, modifying, adapting, or combining the Site with other software;
3. Destroying security devices or security codes;
4. Transmitting computer viruses or other malicious programs, or generating content for the purpose of fraud or phishing;
5. Attempting unauthorized access or otherwise improperly interfering with the Service;
6. Placing an excessive load on the facilities, equipment, systems, and the like of the Service;
7. Using automated tools (bots, scrapers, etc.) (except where permitted by the Company);
8. Acquiring multiple accounts;
9. Circumventing, disabling, or modifying the content moderation system, automated filters, image metadata, watermarks, content provenance displays, or other technical measures that the Company applies to the Service.

#### 2. Prohibited Acts Relating to Children and Minors (Strictly Prohibited)

10. **Generating, transmitting, storing, sharing, or any and all other handling of any sexual expression that depicts, or in which the subject is recognizable as, a real child (under 18 years of age) (Child Sexual Abuse Material, 18 U.S.C. §§ 2251, 2252A, etc.).**
11. **Generating, transmitting, storing, sharing, or any and all other handling of sexual expression, in live-action, so-called AI photos, or other content that may be mistaken for live-action, of a child (under 18 years of age) or of a person whose appearance could be mistaken for a child (including anthropomorphized depictions of animals, inanimate objects, etc.). The application of this item does not depend on the real existence of such person, the poster's subjective intent, or the like (application of the PROTECT Act, 18 U.S.C. § 1466A, etc., is anticipated). This item applies, under 18 U.S.C. § 1466A (PROTECT Act), regardless of real existence, where a visual depiction constitutes sexual conduct by a minor. This includes animation, CG, and other computer-generated images.**
12. Generating or posting content that depicts sexual abuse, sexual violence, or other comparable acts against a person falling under the preceding items.

#### 3. Prohibited Acts Relating to Real Persons and Misrepresentation of Origin

13. Using the photograph, image, likeness, or the like of a real person (whether an entertainer, celebrity, or ordinary person) as material to generate, post, or share an image including sexual expression without obtaining the consent of such person (including deepfake acts; including acts that may violate the **TAKE IT DOWN Act** and other federal or state laws);
14. Generating or posting an image or content that defames, damages the reputation or credit of, or insults a real person;
15. Impersonating the Company or a third party, or deceiving recipients as to the origin of AI-generated content (including a display that causes AI-generated content to be mistaken for "live-action" or "an image of a real person");
16. Posting content that was not generated by an image-generation AI while falsely representing it as, or with the purpose of causing it to be mistaken for, AI-generated content;
17. Posting content in which AI-generated content has been partially processed, while falsely representing that it has not been processed, or with the purpose of causing such misunderstanding;
18. Intentionally entering false information about the AI model, prompt, or negative prompt used to generate the content.

#### 4. Prohibited Acts Relating to Content Expression

19. Generating or posting sexual acts with animals (bestiality), incest, sexual acts with corpses (necrophilia), or other sexual expression contrary to public order and morals;
20. Generating or posting content that affirmatively depicts non-consensual sexual acts (rape, sexual assault, etc.);
21. Posting excessively violent or grotesque expression (lacerations of the human body or animals, detailed depictions of internal organs, depictions of torture, etc.);
22. Generating content that promotes violence, discrimination, or hate speech;
23. Generating content that promotes or glorifies suicide or self-harm;
24. Depictions that affirm the use or sale of illegal drugs, depictions suggesting methods of manufacturing firearms or weapons, or depictions affirming terrorism or organized crime.

#### 5. Prohibited Acts Relating to Rights and Public Order and Morals

25. Infringing the intellectual property rights, portrait rights, publicity rights, right to reputation, or privacy rights of the Company or a third party;
26. Inputting, reproducing, transmitting, or publishing all or part of the lyrics of a musical work managed by JASRAC, NexTone, or another copyright management organization (including ASCAP, BMI, SESAC, etc., in the United States), without the rights holder's permission, in a prompt, text input, Posted Content, or any other input field on the Service. To prevent the unauthorized use of song lyrics, the Company has introduced a technical measure that automatically blocks the input of text matching seven or more consecutive characters of the lyrics of a musical work managed by a copyright management organization. However, such measure does not guarantee the complete prevention of all infringing acts;
27. Posting the personal information of others (address, telephone number, social security number, financial information, etc.) within content;
28. Acts that violate U.S. federal law, state law, local ordinances, or public order and morals;
29. Using the Service for commercial purposes without the Company's consent, beyond the scope permitted by these Terms;
30. Improperly acquiring or using Credits;
31. Mass or indiscriminate posting of content (spamming);
32. Using the Service's AI output to train another AI model, or to build a competing service;
33. Removing or altering the Company's copyright notice or other rights notices.

#### 6. Prohibited Acts Relating to Ratings and Export Control

34. Assigning an incorrect Rating flag to Posted Content without following the Rating criteria set forth in the Guidelines;
35. Use of the Adult Content feature by a User under 18 years of age, or use of the Adult Content feature by misrepresenting one's age;
36. Using the Service for, or in transactions with, countries, regions, individuals, or organizations sanctioned by the U.S. OFAC, the Department of Commerce's Bureau of Industry and Security (BIS), or the Department of State.

#### 7. Miscellaneous

37. Promoting or inducing a third party to engage in any act falling under the preceding items;
38. Other acts that the Company deems inappropriate.

***

### Article 13 (Use of the Adult Content Feature)

#### 1. Conditions of Use

1. The generation, viewing, and posting of Adult Content (R-18) on the Service is available only to Members who satisfy all of the following requirements: a. being 18 years of age or older; b. having enabled, in the account settings, the opt-in switch consenting to the viewing and generation of Adult Content; and c. enabling, at each generation or viewing, the sensitive-content display flag required by the Company (a **two-step opt-in**).
2. The opt-in in the preceding paragraph may be disabled at any time. After disabling, the Adult Content feature can no longer be used.

#### 2. The User's Principle of Self-Responsibility

1. The Company does not warrant that the generation, posting, publication, or distribution of Adult Content does not violate the federal, state, or local laws or other applicable laws and regulations of the User's location or the viewer's location.
2. The User shall confirm, **at the User's own responsibility**, that the Adult Content that the User generates, posts, publishes, or distributes through the Service does not violate applicable laws and regulations.
3. The Company does not warrant the completeness, accuracy, or fitness for a particular purpose of its automated filters or content moderation system. The Company does not implement technical access restrictions (geoblocking, etc.) according to the User's location, and compliance with the laws of each country and region is at the User's own responsibility.

#### 3. Prohibition of Use by Persons Under 18 and Child Protection

1. A User under 18 years of age must not use the Adult Content feature by any means.
2. If it is discovered that a person under 18 is using the Adult Content feature, the Company will immediately suspend the relevant account and delete the related Posted Content.
3. With respect to child sexual exploitation content, the Company reports to NCMEC (the National Center for Missing & Exploited Children) under **18 U.S.C. § 2258A**, and responds in accordance with applicable laws and regulations.

***

### Article 14 (Content Moderation)

#### 1. Implementation of Moderation

1. For the purposes of the sound operation of the Service, compliance with applicable laws and regulations, and the protection of Users, the Company conducts moderation (monitoring, review, filtering, removal, etc.) of Posted Content and prompts.
2. Moderation is carried out by a combination of automated systems and human review by the Company's or its subcontractors' moderation team.
3. The Company does not warrant the accuracy, completeness, or fitness for a particular purpose of its automated moderation system, and false positives and oversights may occur.
4. The Company's determinations of moderation and measures under this Article are made on the basis of the objective content of such Posted Content and prompts, generally accepted social norms, applicable laws and regulations, and other factors the Company deems necessary, **regardless of the poster's subjective intent, awareness, purpose, or the like**.

#### 2. Types of Measures

Where the Company determines that a User has violated the Terms and Related Rules, the Company may take any or all of the following measures, depending on the nature and severity of the violation.

1. Warning;
2. Removal or making private of all or part of the Posted Content;
3. Reassignment or change of the Rating flag;
4. Temporary or permanent restriction of the posting feature, the Adult Content feature, or other features;
5. Temporary or permanent suspension of the account;
6. Deletion of related Posted Content, prompt history, and other data;
7. Preservation of the User's registration information and access logs;
8. **Reporting and provision of information to NCMEC, the FBI, other federal and state investigative authorities, child protection organizations, and the like**;
9. Other measures the Company deems necessary.

#### 3. No Prior Notice Required

1. **The Company may implement the measures set forth in the items of the preceding paragraph at its discretion, without giving prior notice, notification, or warning to, or obtaining the consent of, the User.**
2. Even after implementing a measure, the Company has no obligation to notify, disclose to, or explain to the User the fact of its implementation, its target, its grounds, or other matters.

#### 4. Immediate Measures

With respect to content or acts falling under the following items, the Company may immediately remove such content and permanently suspend the relevant account, without going through staged measures.

1. Content depicting the sexual exploitation or sexual abuse of a real child, or of a child expressed in a live-action or photorealistic art style;
2. Sexual images of a real person without consent (including deepfakes);
3. Content that the Company determines is highly likely to violate child pornography laws, the Act on Punishment of Acts Related to Photographing of Sexual Body Parts (Japan), the PROTECT Act, the TAKE IT DOWN Act, or other criminal laws and regulations;
4. Acts that pose a risk of serious harm to the life, body, or property of the Company or a third party.

#### 4-2. Requests for Removal of Non-Consensual Intimate Images — TAKE IT DOWN Act

1. Where the Company receives a request for the removal of a non-consensual intimate image (Non-Consensual Intimate Images, "NCII") from the subject in person or their agent, under the TAKE IT DOWN Act (enacted in 2025), the Company will remove or make private such content within 48 hours of receipt of the request.
2. An NCII removal request should be sent to <inquiry-contact@tokimake.app>, clearly indicating "NCII Removal Request" in the subject line, and including the following information: a. identification of the target content (URL, etc.); b. the requester's contact information (name, email address); c. a statement that such content was published non-consensually; and d. an attestation under penalty of perjury (that the contents of the request are accurate).
3. Where the Company carries out a removal based on a valid request, it may notify the poster of the fact of removal. However, this does not apply where the Company determines it appropriate not to give notice in order to ensure the victim's safety.
4. A person who makes a false NCII removal request may be liable for damages under applicable laws and regulations.

#### 5. Non-Disclosure of Reasons for Measures

1. **The Company will in principle not disclose the reasons for a measure under this Article, even when it receives an inquiry from the User.**
2. The preceding paragraph does not impede the User's exercise of rights held under litigation or other laws and regulations.
3. Where the User objects to a measure under this Article, the User may use the appeals procedure set forth in the Guidelines.

#### 6. Damages from Measures

Even where a User suffers damage as a result of the Company's measures under this Article, the Company shall not be liable, except in cases of the Company's gross negligence or willful misconduct.

***

### Article 15 (Representations and Warranties of the User — REPRESENTATIONS AND WARRANTIES)

In using the Service, the User represents and warrants to the Company each of the following.

1. That the User has the capacity and right to agree to these Terms and to perform the obligations under these Terms;
2. That the Posted Content does not infringe the copyright, trademark rights, portrait rights, publicity rights, right to reputation, privacy rights, or any and all other rights of any third party;
3. That the Posted Content does not violate the PROTECT Act, the TAKE IT DOWN Act, CSAM laws, or other applicable federal or state laws;
4. That the Posted Content does not contain any sexual expression that depicts, or in which the subject is recognizable as, a real child (under 18 years of age);
5. That the Posted Content does not contain any sexual expression of a person who appears to be a child (under 18 years of age) expressed in live-action or a photorealistic art style;
6. That, where the Posted Content includes a real person, the User has obtained the necessary consent from such person (except where the depiction is within a legitimate scope for public-interest purposes regarding a public figure);
7. That the User has confirmed for themselves that, under the laws of the User's location and the assumed viewer's location of the Posted Content, the generation, possession, publication, or distribution of such content is not unlawful;
8. That the User has truthfully declared that they are 18 years of age or older;
9. That the User does not fall under, and does not have a close relationship with, a sanctioned party as set forth in Article 22;
10. That the User has not circumvented the automated filters, content moderation system, or other technical measures that the Company applies to the Service;
11. That the User holds the rights necessary for the training use, or has obtained the necessary permission from the rights holders, with respect to all Usage Data that the Company uses for AI model training under Article 8, Paragraph 3.

Where the User breaches the representations and warranties in the preceding items, the Company may, without any demand, suspend or delete the account and remove the related Posted Content, and may claim compensation from the relevant User for the damages arising therefrom (including reasonable attorneys' fees).

***

### Article 16 (Suspension of Use, Withdrawal, and Refunds)

#### 1. Suspension of Use and Removal of Content

1. Where the Company reasonably determines that a User has violated these Terms, the Company may, in light of the nature and severity of the violation, take the following measures: a. removal or making private of the Posted Content; b. suspension of use of all or part of the Service; c. deletion of the account; d. termination of the account of a Member who repeatedly commits copyright infringement; and e. other measures the Company deems necessary.
2. Except in cases of the Company's gross negligence or willful misconduct, the Company shall not be liable for damages incurred by the User as a result of the measures in this paragraph.

#### 2. Withdrawal of Membership

1. A Member may apply to withdraw membership by the method prescribed by the Company (\<the account settings screen, or contacting <inquiry-contact@tokimake.app>>).
2. Credits remaining at the time of withdrawal lapse simultaneously with withdrawal. However, this does not apply where there is a refund obligation under Paragraph 3 of this Article or applicable state law.
3. Posted Content that a Member published to the Service prior to withdrawal continues to be published on the Service after withdrawal. However, the Member may request the removal of the Posted Content by notifying the Company at the time of, or after, withdrawal.
4. Retention period of personal information: a. After account deletion, personal information is retained for one year and then deleted (for recovery response and disclosure-request response). b. Payment and transaction history is retained for the retention period required by U.S. federal tax law and other laws (up to 7 years). c. California residents may, under the CCPA/CPRA, request deletion of personal information even within the retention period.

#### 3. Refunds

1. **Subscriptions**: A subscription may be canceled at any time. After cancellation, the Service may be used until the last day of the relevant billing cycle. Fees already paid are not refunded, except where a refund is required by applicable state law.
2. **Purchased Credits**: Refunds after purchase are in principle not provided. However, the following are excepted: a. where a refund is required by applicable state law (including the special provisions for California residents in Article 7, Paragraph 5); and b. where Purchased Credits could not be used due to a serious system failure or the like attributable to the Company.
3. **Upon termination of the Service**: The Company may terminate the provision of all or part of the Service upon 30 days' prior notice. In such a case, the Company will accept refund applications for the unused balance of Purchased Credits by the method prescribed by the Company (application period of 60 days or more). Free Credits and Credits granted with subscriptions are not eligible for refund.

***

### Article 17 (Disclaimer of Warranties — DISCLAIMER OF WARRANTIES)

1. The Service is provided on an **"AS IS" and "AS AVAILABLE"** basis.
2. To the maximum extent permitted by applicable law, the Company, its officers, employees, agents, affiliates, licensors, and subcontractors **disclaim all express or implied warranties** regarding the Service. These include, but are not limited to, the following:
   * **IMPLIED WARRANTY OF MERCHANTABILITY**
   * **IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE**
   * **IMPLIED WARRANTY OF NON-INFRINGEMENT**
   * Warranties arising from course of dealing or usage of trade
3. **Disclaimer regarding AI-generated content**: The Company makes no warranty whatsoever as to the quality, accuracy, completeness, or reliability of content generated by AI, that it does not infringe the rights of third parties, or that it can receive copyright protection under U.S. copyright law. The User shall confirm, at the User's own responsibility, the rights relationships and the availability for use of AI-generated content. However, the disclaimer in this paragraph does not apply in cases of the Company's gross negligence or willful misconduct.
4. **Mandatory laws of certain states**: In some states, the disclaimer of implied warranties or the exclusion of incidental or consequential damages may not be permitted. For residents of such states, part of this Article may not apply under the law of such state.

***

### Article 18 (Limitation of Liability — LIMITATION OF LIABILITY)

1. **Exclusion of indirect damages**: To the maximum extent permitted by applicable law, the Company, its officers, employees, agents, affiliates, licensors, and subcontractors shall not be liable for any of the following damages arising out of or in connection with the Service or these Terms (even where advised in advance of the possibility of such damages):
   * Indirect, incidental, special, consequential, punitive, or exemplary damages
   * Lost profits, loss of data, or damage to reputation
2. **Cap on damages**: To the maximum extent permitted by applicable law, the total aggregate liability of the Company for damages arising out of or in connection with the Service or these Terms shall not exceed the greater of: a. the total amount of fees that the User paid to the Company during the 12 months immediately preceding the event giving rise to such damages; or b. one hundred U.S. dollars (USD 100).
3. **Exceptions to application**: The limitations of liability in this Article (both the exclusion of indirect damages in Paragraph 1 and the cap in Paragraph 2) do not apply in the following cases: a. damages arising from the Company's willful misconduct or gross negligence; b. the User's indemnification obligations under Article 19 (Indemnification); c. statutory damages relating to a data breach under CCPA/CPRA §1798.150; and d. matters for which a limitation of liability is not permitted under applicable law.
4. **Mandatory laws of certain states**: In some states, the limitation or exclusion of indirect, consequential, or punitive damages may not be permitted. For residents of such states, part of this Article may not apply under the law of such state.
5. **Basis of the bargain**: The limitations of liability in this Article constitute the basis of the bargain between the parties.

***

### Article 19 (Indemnification — INDEMNIFICATION)

1. The User shall indemnify, defend, and hold harmless the Company, its officers, employees, agents, affiliates, licensors, and subcontractors (the "Company Parties") from and against any damages, losses, costs, or expenses (**including reasonable attorneys' fees and litigation costs**) incurred by the Company Parties arising out of or in connection with the following: a. the User's breach of these Terms; b. a third-party claim that the Posted Content infringes the copyright, trademark rights, patent rights, privacy rights, or other rights of a third party; c. a third-party claim, suit, or dispute arising in connection with the User's use of the Service; and d. the User's violation of applicable laws and regulations.
2. Upon receiving a claim subject to indemnification, the Company Parties will promptly notify the User to the extent reasonably practicable. A delay in notice does not affect the User's indemnification obligation, except where the delay has materially harmed the User's ability to defend.
3. The User shall reasonably cooperate in the defense of the Company Parties, and the Company Parties have the right to retain independent counsel at their own expense. The User may not enter into a settlement that binds the Company Parties without the prior written consent of the Company Parties.
4. The User's indemnification obligations under this Article survive the termination of these Terms, the User's withdrawal of membership, or the termination of the Service.
5. This Article does not apply to damages arising from the gross negligence or willful misconduct of the Company Parties.

***

### Article 20 (Dispute Resolution, Arbitration, and Class Action Waiver)

> **PLEASE READ THIS ARTICLE**: Under this Article, the majority of disputes relating to these Terms and the Service will be resolved by **binding arbitration rather than in court**, and the rights to a **class action, class arbitration, and jury trial** are waived.

#### 1. Scope of This Article

1. All disputes, claims, and causes of action arising out of or in connection with these Terms, the Service, the Privacy Policy, or the relationship between the Company and the User (each, a "Dispute") are resolved by binding arbitration in accordance with this Article.
2. "Dispute" includes claims based on contract, tort, statute, fraud, misrepresentation, and all other legal theories.
3. **Excluded from this Article**: a. where either party seeks an injunction in court for the infringement or enforcement of its own intellectual property rights; b. an individual action in small claims court; and c. a Dispute for which arbitration is not permitted under the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

#### 2. Pre-Dispute Notice

At least 60 days before commencing arbitration proceedings, the party having a Dispute shall send to the other party a written notice of dispute (a "Notice of Dispute") including the nature and basis of the claim, the relief sought, and the reasonable measures taken toward resolution. The parties will negotiate in good faith to resolve the Dispute for 60 days after the notice.

**Where to send notice to the Company**: Xross Road Inc., Attention: Legal - Notice of Dispute, 838 Walker Road Suite 21-2, Dover, Delaware 19904, USA, and <inquiry-contact@tokimake.app>

#### 3. Arbitration Body and Rules

1. Arbitration is conducted by the American Arbitration Association (AAA) in accordance with the AAA Consumer Arbitration Rules.
2. The language of the arbitration is English.
3. The arbitration takes place in the city or county of the User's residence, at a location agreed by both parties, or, at the User's election, by videoconference.
4. The costs of arbitration are borne in accordance with the AAA Consumer Arbitration Rules. For an individual claim of $10,000 or less, the Company bears the filing fee (except where the arbitrator determines that the claim is abusive or made in bad faith).

#### 4. Mass Arbitration

1. **Application**: Where 75 or more substantially similar individual arbitration claims (claims sharing common counsel, or claims involving similar issues of fact or law) are brought against the Company within a 60-day period, the procedure in this paragraph applies.
2. **Applicable rules**: The AAA Mass Arbitration Supplementary Rules (the 2024 version, and future amended versions) apply in priority over the AAA Consumer Arbitration Rules.
3. **Bellwether method**: The first 10 claims (the "Initial Test Cases") are heard first as bellwethers, and after the arbitration results thereof are finalized, the parties negotiate in good faith for an overall settlement for 90 days.
4. **Tolling of the statute of limitations**: For claims other than the Initial Test Cases, the statute of limitations is tolled from the time the processing of the Initial Test Cases begins.
5. **Purpose**: This paragraph aims at procedural efficiency and reasonable cost management, and does not reduce the individual substantive rights of Users.

#### 5. Waiver of Class Action, Class Arbitration, and Jury Trial

1. **Limited to individual claims**: Both parties agree that a Dispute will be asserted only as an individual claim, and will not be brought as a plaintiff or participant in a class action, class arbitration, representative action, or private attorney general action.
2. **Waiver of jury trial**: Both parties waive the right to a jury trial with respect to disputes relating to these Terms or the Service.
3. **No consolidation**: The arbitrator may not consolidate the claims of multiple parties.
4. **Severability exception**: Where the class action waiver in this paragraph is determined to be invalid or unenforceable, this entire Article becomes invalid, and the Dispute is resolved in the courts referred to in Article 21.

#### 6. Opt-Out

1. The User may opt out of this Article (the arbitration provision and class action waiver) within **30 days** of the date of first agreeing to these Terms (the account registration date).
2. To opt out, please send a notice including your name, registered email address, account ID, and an express manifestation of your intent to opt out, by one of the following methods:
   * Email: <inquiry-contact@tokimake.app> (please clearly indicate "Arbitration Opt-Out" in the subject line)
   * Mail: Xross Road Inc., Attention: Arbitration Opt-Out, 838 Walker Road Suite 21-2, Dover, Delaware 19904, USA
3. Where a valid opt-out notice is received within the deadline, this Article does not apply to such User, and Disputes are resolved in court in accordance with Article 21.

#### 7. Application of the Federal Arbitration Act

This Article is interpreted under the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and its enforceability is determined under that Act.

***

### Article 21 (Governing Law and Jurisdiction)

1. **Governing law**: These Terms and the claims and disputes based on these Terms are governed by the laws of the State of Delaware, USA (excluding its conflict-of-laws principles). For disputes to which federal law applies, federal law prevails.
2. **Court of jurisdiction**: Disputes that are excluded from arbitration under Article 20, or disputes of a User who has opted out of the arbitration provision, are subject to the exclusive jurisdiction of one of the following courts: a. the United States District Court for the District of Delaware (in New Castle County, Delaware); or b. the Superior Court of the State of Delaware (in New Castle County, Delaware).
3. **Waiver of the inconvenient forum defense**: Both parties submit to the jurisdiction of the courts in the preceding paragraph and waive any defense based on inconvenient forum.
4. **Respect for mandatory provisions**: Notwithstanding this Article, the User is not deprived of the right, where permitted by applicable law, to bring a claim in the courts of the User's state of residence based on the mandatory provisions of such state.
5. **Special provisions for California residents**: For compliance with California Senate Bill 940 (effective January 1, 2025, California Code of Civil Procedure §1281.98 et seq.), the following applies to California residents. This paragraph applies in priority over the other provisions of these Terms (including the Article 20 arbitration provision and Article 21, Paragraphs 1 and 2): a. **Place of arbitration**: Arbitration regarding a claim arising within California is conducted at the User's place of residence within California, or, at the User's election, by videoconference. b. **Applicable law**: For claims arising within California, the substantive law of California applies. c. **Court jurisdiction**: For claims excluded from arbitration under Article 20, the relevant User may be subject to the jurisdiction of the state or federal court of the California county in which the User resides.
6. **Exclusion of the CISG**: The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

***

### Article 22 (Export Control and Economic Sanctions)

1. The User represents and warrants that its use of the Service complies with the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), the economic sanctions programs of the Office of Foreign Assets Control (OFAC), and other U.S. export control and sanctions laws and regulations.
2. The User represents and warrants that it is not an individual or organization listed on a sanctions list published by OFAC, BIS, or the Department of State, and is not a resident of an OFAC-sanctioned country or region, nor a person subject to the laws of such a country.
3. Where the User violates this Article, the Company may suspend or terminate the account without prior notice, and reserves the right to claim damages.

***

### Article 23 (Privacy)

The User agrees to the handling of personal information in accordance with the Company's Privacy Policy. Residents of California, Virginia, Colorado, Connecticut, Utah, and other states that afford special rights under state law may exercise the state-specific rights set forth in the Privacy Policy (the right of access, the right to delete, the opt-out of sale, etc.).

***

### Article 24 (Notices and Modification of the Terms)

1. **Method of notice**: The Company gives notice to the User by posting on the Site, transmission to the registered email address, or another method the Company deems appropriate. A notice takes effect at the time the Company issues it.
2. **Material changes**: Where the Company makes a change concerning the following matters (a "Material Change"), it will notify the User of such change by transmission to the registered email address and by posting on the Site, at least 30 days before the effective date of the changed Terms:
   1. changes concerning fees (including increases in subscription fees, changes to Credit pack prices, the addition of new billing items, and changes to automatic renewal terms; notice under this item is given in compliance with the requirements of California Business and Professions Code §§17600–17606 (including the AB2863 amendment) and other applicable state automatic renewal laws);
   2. changes to provisions concerning the User's intellectual property rights (such as an expansion of the scope of the license);
   3. changes to provisions concerning use for AI model training (such as an expansion of the scope of use or the addition of new data types);
   4. changes to the Company's limitation of liability provisions (such as a reduction of the cap), or an expansion of the User's indemnification obligations;
   5. changes concerning the governing law, court of jurisdiction, or arbitration provision (Article 20);
   6. material changes to the Privacy Policy (the addition or change of purposes of use of personal information, changes to the third-party provision policy, changes to data retention periods, changes affecting rights under the CCPA/CPRA, etc.);
   7. changes to the conditions of use or the age verification method for the Adult Content feature; and
   8. the termination of all or part of the Service.
3. (i) Other changes that materially affect the rights or obligations of the User (material changes).
4. **Minor changes**: Changes that do not fall under the Material Changes set forth in the preceding paragraph (including the addition of conditions of use accompanying the addition of new features, the addition or clarification of specific examples of prohibited acts, improvements to moderation procedures, the correction of typographical errors, the clarification of expressions, the updating of article numbers accompanying amendments to laws and regulations, etc.) are publicized by posting on the Site at least 7 days before the effective date.
5. **Emergency changes**: Notwithstanding the preceding two paragraphs, where the enactment or amendment of laws and regulations, a court order, an administrative order, or an emergency response for security or child protection is necessary, the Company may change these Terms without a prior notice period. In such a case, the Company will promptly notify the User of such fact and the content of the change after the change.
6. **Deemed acceptance**: Where the User uses the Service on or after the effective date, such User is deemed to have agreed to the changed Terms. A User who does not agree to a Material Change may withdraw membership by the effective date, in which case the treatment of paid Credits is governed by Article 16.
7. **Compliance with state law**: This Article is designed in accordance with California Business and Professions Code §§17600–17606 and other applicable state laws. Where the application of a state law results in a provision more favorable to the User than this Article, such state law shall prevail.

***

### Article 25 (General Provisions)

1. **Entire agreement**: These Terms and the Privacy Policy constitute the entire agreement between the Company and the User concerning the use of the Service, and supersede all prior oral and written agreements.
2. **Severability**: Where any provision of these Terms is determined to be invalid or unenforceable under applicable law, such provision shall be treated as having received the minimum modification necessary within the valid and enforceable scope, and the other provisions continue in full force and effect. However, where Article 20, Paragraph 5 (Class Action Waiver) is determined to be invalid, the entirety of Article 20 becomes invalid.
3. **No waiver**: Even if the Company does not exercise a right with respect to a breach of these Terms, this is not deemed a waiver of such right or of the right with respect to a future breach.
4. **Electronic consent and the E-SIGN Act**: The User agrees to receive these Terms and related notices electronically, and to sign electronically. This provision gives effect to electronic consent under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).
5. **Feedback**: Where the User provides the Company with opinions, suggestions, ideas, improvement requests, or other feedback regarding the Service, the User grants the Company a perpetual, worldwide, non-exclusive, royalty-free, sublicensable right to use, reproduce, modify, and distribute such feedback for any purpose. Feedback is not treated as confidential information.
6. **Assignment of rights and obligations**: The User may not assign its rights and obligations under these Terms to a third party without the Company's prior written consent. The Company may assign or transfer its rights and obligations under these Terms to an affiliate or a third party in connection with a corporate reorganization, business transfer, merger, sale of assets, or the like.
7. **Force majeure**: The Company shall not be liable where a delay or interruption in the provision of the Service arises due to force majeure (earthquake, fire, flood, infectious disease, power outage, communication failure, war, terrorism, government order, etc.).
8. **Authoritative English text**: The English version of these Terms is the authoritative text, and the Japanese and other language versions are reference translations. In the event of a conflict, the English version prevails.
9. **Headings**: The article headings of these Terms are for convenience only and do not affect the interpretation of these Terms.
10. **Surviving provisions**: Even after the termination or cancellation of these Terms, the provisions that should survive by their nature (Article 5, Article 8, Article 9, Article 10, Article 16, Paragraphs 2 and 3, Article 17, Article 18, Article 19, Article 20, Article 21, Article 23, and Article 25) remain in effect.

***

### Contact

All inquiries (general, DMCA notices, arbitration opt-out, privacy-related, etc.) are accepted at the following email address. Please clearly indicate the subject matter in the subject line.

* Email: [**inquiry-contact@tokimake.app**](mailto:inquiry-contact@tokimake.app)
* Business: Xross Road Inc. (a Delaware corporation)
* Representative: Yosuke Utsumi
* Address: 838 Walker Road Suite 21-2, Dover, Delaware 19904, USA

**Effective Date**: May 1, 2026


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