TERMS OF SERVICE

Version 1.1
Effective Date: 01 July 2026

Welcome to Kouzou Assistant web application (the "Service" or "Platform"). These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", "User", or "Customer"), and the Operator of the Platform ("we", "us", or "our"), concerning your access to and use of our hosted web application.

Please read these Terms carefully before accessing or using the Service. By registering an account, creating a team, or utilizing any portion of the web application, you acknowledge that you have read, understood, and agreed to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Service, and you must discontinue use immediately.

0. Definitions

For purposes of these Terms of Service:

1. Nature of the Service

The Service is a cloud-hosted web-based application designed to perform automated checking of user-provided structural calculation data for potential errors and structural anomalies. The Platform generates visualizations in the form of technical drawings and structural suggestions based strictly on the data submitted during an active user session. Users do not perform creative design processes, geometric sketching, or draft manual alterations within the interface.

IMPORTANT PROFESSIONAL DISCLAIMER:

The Service is an automated informational, analytical, visualization, and productivity tool only. The Service does not provide engineering advice, architectural advice, legal advice, regulatory advice, certification services, or professional consulting services of any kind. Any structural suggestions, visualizations, technical drawings, alerts, warnings, or other outputs generated by the Service are provided solely for internal reference and productivity purposes and may be incomplete, inaccurate, inconsistent, unsuitable, or erroneous. Such outputs are not intended to serve as final engineering deliverables, construction documents, regulatory submissions, or professionally certified work products.

The Service does not perform professional engineering validation, regulatory compliance verification, code compliance review, permitting review, professional certification, or formal structural approval. Users must independently review and verify all outputs before relying upon them for any engineering, construction, manufacturing, procurement, permitting, code-compliance, safety-related, or commercial purpose.

The Service does not replace the professional judgment, review, approval, or certification of a licensed engineer, architect, or other qualified professional. Final responsibility for all calculations, dimensions, material specifications, structural designs, technical drawings, engineering decisions, and real-world outcomes remains exclusively with the User and their licensed professionals.

1.1 User Input Responsibility

The accuracy and usefulness of the Service depend entirely upon the quality of the information supplied by the User.

Users are solely responsible for ensuring that all uploaded calculations, dimensions, geometry, material properties, load assumptions, design parameters, and other submitted information are accurate, complete, current, and suitable for their intended purpose. The Service does not independently verify the correctness, completeness, legality, engineering validity, or practical suitability of any user-provided data.

Any errors, omissions, inconsistencies, incorrect assumptions, or inaccuracies contained within user-provided data may result in inaccurate outputs, suggestions, visualizations, or alerts.

1.2 Safety-Critical Use Restriction

The Service must not be relied upon as the sole basis for:

  • Structural design approval;
  • Construction decisions;
  • Building code compliance determinations;
  • Permit applications;
  • Material procurement decisions;
  • Safety assessments;
  • Engineering certification;
  • Regulatory submissions; or
  • Any activity where human injury, loss of life, property damage, or significant financial loss may result from errors or inaccuracies.

Before implementing or relying upon any suggestions, visualization, or output generated by the Service, Users must ensure that such content has been independently reviewed, verified, and validated by appropriately qualified professionals.

1.3 Limitation of Use

The Service is intended solely as a supplemental productivity aid to assist Users in reviewing and checking structural calculations more efficiently. All outputs generated by the Service must be independently reviewed, verified, and validated by the User or appropriately qualified professionals before being used in any engineering, construction, or safety-critical context.

The Service is not a substitute for professional engineering judgment, licensed engineering review, professional design software, or any regulatory, permitting, approval, or certification process.

2. Ephemeral Session Architecture and User Data Retention

The Service operates strictly as a real-time, transient processing engine. It does not provide cloud storage, archiving, or persistent backup capabilities for your engineering data.

3. Access, Acceptable Use, and Service Availability

3.1 Access License (No Software Sale)

The underlying software program is not sold under any circumstances. No software code, binary packages, or executable files will be downloaded or installed permanently on the User's hardware. Instead, we grant the Customer a non-exclusive, non-transferable, revocable, limited right to access and use the web application via a standard web browser interface, subject to the Customer's timely payment of all applicable subscription invoices.

3.2 System Security and Anti-Hacking Mandate

You are expressly prohibited from violating or attempting to violate the security of the Platform. Users shall not:

  • Engage in any hacking activity, including but not limited to penetrating system defenses, probing vulnerability arrays, testing authentication protocols, or executing Distributed Denial of Service (DDoS) attacks against our infrastructure servers;
  • Decompile, reverse-engineer, disassemble, modify, or attempt to derive the source code or underlying algorithmic logic of the web application or its rendering engine;
  • Knowingly exploit, weaponize, hide, or manipulate software errors, bugs, or calculation anomalies for competitive advantage, malicious extraction, or system disruption; or
  • Utilize automated scripts, API relays, headless browsers, data scraping frameworks, or third-party proxies to intercept, wrap, or pass structural requests to our servers. All computational requests must originate directly from the User's authorized web browser session. Any detected robotic, automated, or programmatic relay activity may result in immediate suspension or termination of the account without refund.

3.3 User Content Rights and Permissions

Users represent and warrant that they possess all necessary rights, permissions, authorizations, and legal authority to upload, process, and utilize any files, calculations, engineering documents, drawings, datasets, or materials submitted to the Service.

Users shall not upload any materials that:

  • Infringe intellectual property rights;
  • Violate confidentiality obligations;
  • Violate applicable laws or regulations; or
  • Contain malicious code, malware, or harmful software.

3.4 Export and Sanctions Compliance

Customers shall not use the Service in violation of applicable export control, sanctions, or trade laws.

3.5 Account Suspension and Termination

We reserve the right to suspend, restrict, or terminate access to the Service at any time if:

  • The Customer violates these Terms;
  • Payment obligations remain outstanding;
  • The Service is used unlawfully;
  • The Service is used in a manner that threatens the security, stability, or integrity of the platform;
  • We reasonably suspect fraudulent, abusive, or unauthorized activity.

4. B2B Team Accounts & Admin Responsibility

The Service is tailored for business entities, corporate teams, and engineering firms ("Organizations").

5. Subscription Billing, Fees, and Invoicing

The Platform operates on a post-paid monthly subscription billing model structured around active user capacity (user seats).

5.1 Peak Seat-Based Billing Policy

Subscription fees are calculated based on the highest number of Member Accounts associated with an Organization during a billing cycle ("Peak Seat Count").

For purposes of determining the Peak Seat Count, each Member Account that exists at any time during a billing cycle contributes to the billing calculation for that cycle, regardless of when during the cycle the account is created, suspended, deleted, or otherwise deactivated. Accordingly, the Peak Seat Count may include Member Accounts that did not exist simultaneously if those accounts were associated with the Organization at different times during the same billing cycle.

For simplicity and billing consistency, seat charges are not prorated based on partial-month usage, activation dates, deactivation dates, or actual login activity. Once a Member Account has contributed to the Peak Seat Count during a billing cycle, that seat remains included in the billing calculation for that cycle.

If a Member Account is deleted during a billing cycle after having contributed to the Peak Seat Count for that cycle, the account may remain retained in a suspended or inactive state until the applicable billing cycle has been invoiced and any associated fees have been finalized. Such account will not contribute to the Peak Seat Count of any subsequent billing cycle unless reactivated or recreated.

The Service may display warnings, confirmations, or informational notices before an Administrator creates additional Member Accounts that may affect subscription fees.

5.2 Post-Paid Billing Cycle

Invoices covering the accrued usage fees for the immediately preceding calendar month will be generated at the beginning of the following calendar month. Such invoices may be delivered through one or more of the following methods: (i) displayed within the Service through administrative dashboards, billing pages, or in-application notifications; and/or (ii) sent to the designated Administrator email address associated with the Organization.

An invoice shall be deemed delivered when it is first made available through any of the foregoing methods. It is the responsibility of the Organization and its Administrator to regularly review the Service for billing notifications and maintain accurate and functional contact information for invoice-related communications.

5.3 Grace Period & Suspension

All invoices issued must be successfully paid in full within five (5) calendar days after the invoice is first made available to the Customer pursuant to Section 5.2.

If an account balance remains unpaid on the sixth (6th) day following invoice issuance, the Admin Account along with all connected Member Accounts will be automatically suspended. Access to the Service will remain suspended until all outstanding balances have been paid in full.

5.4 Billing Disputes and Non-Refundability

Subscription fees are based on Service capacity and usage incurred during a completed billing cycle. Except where required by applicable law or expressly agreed by us in writing, all fees are non-refundable.

If a Customer believes that an invoice contains a billing error, seat-count calculation error, or other invoicing discrepancy, the Customer's Administrator may submit a billing dispute in writing.

If such a dispute is submitted before the payment due date and includes sufficient information to allow us to review the alleged billing error, suspension under Section 5.3 shall be deferred with respect to the disputed portion of the invoice until the dispute has been reviewed and a determination has been communicated to the Customer. The Customer remains responsible for timely payment of any undisputed portion of the invoice.

Billing disputes submitted after the payment due date may still be reviewed if submitted within fourteen (14) calendar days after the invoice issuance date; however, submission of a dispute after the payment due date shall not prevent, delay, or reverse any suspension that has already occurred pursuant to Section 5.3.

If we determine that a billing error has occurred, the correction may be applied through an invoice adjustment, service credit, or another commercially reasonable remedy determined by us. Unless otherwise required by applicable law, cash refunds will not be issued for previously consumed Service capacity or usage.

6. Payment Processing and Merchant of Record

We utilize different payment processing models depending on the Customer's jurisdiction, payment method, and applicable legal or regulatory requirements.

6.1 Merchant of Record Transactions

For certain Customers, purchases of subscriptions and related services may be processed through an authorized third-party Merchant of Record ("MoR"). In such cases, the MoR acts as the seller of record for the transaction and is responsible for payment processing, invoice issuance or other transaction documentation, collection of applicable taxes, and related compliance obligations associated with the transaction.

Customers purchasing through the MoR acknowledge that their transaction is conducted with the designated MoR and may be subject to additional terms, policies, and payment conditions imposed by the MoR.

6.2 Direct Transactions

For certain Customers, including those located in jurisdictions where local payment processing is required or preferred, subscription fees may be collected directly by us through authorized payment gateways, bank transfers, or other approved payment methods.

In such cases, we act as the seller of record and are responsible for issuing invoices, collecting payments, and managing applicable tax obligations in accordance with applicable laws and regulations.

6.3 Payment Providers

We may engage third-party payment processors, payment gateways, banking partners, and financial service providers to facilitate transactions. Such providers act solely as payment facilitators unless expressly designated as the Merchant of Record for a particular transaction.

6.4 Determination of Payment Method

We reserve the right to determine, modify, or replace the payment processing model, Merchant of Record arrangement, payment gateway, billing provider, or transaction flow used for particular Customers, regions, or jurisdictions, provided that such changes comply with applicable laws.

6.5 Taxes and Pricing

Unless otherwise expressly stated, all subscription fees and prices displayed through the Service are inclusive of applicable value-added tax (VAT) and other transaction taxes required to be collected by us or the applicable Merchant of Record at the time of purchase.

The amount displayed to the Customer during the ordering or invoicing process is the total amount payable for the subscription, excluding any separately disclosed optional services or charges.

7. Intellectual Property Rights

7.1 Our Intellectual Property

We retain all right, title, and interest, including all worldwide patents, copyrights, trade secrets, trademarks, source code, algorithmic architectures, and interface designs, in and to the Platform and its underlying software engines.

7.2 Customer Data Ownership

The Customer retains complete, uncompromised ownership of all structural datasets, design parameters, and engineering calculation formulas uploaded to the interface.

The Customer grants us a limited, non-exclusive, non-transferable, royalty-free license to ingest and process their uploaded files solely for the purpose of processing User Data and providing the Service during an active session.

Except for the limited license granted under these Terms and solely to the extent necessary to provide the Service, we do not claim, acquire, or retain any ownership interest in Customer Data.

7.3 Generated Outputs

Subject to the Customer's compliance with these Terms, the Customer may use, reproduce, modify, and distribute outputs generated by the Service for its internal business purposes and project-related activities.

The Customer acknowledges that Outputs generated by the Service may require independent review, validation, modification, and professional approval before being used or distributed outside the Customer's organization.

Ownership of the underlying software, algorithms, templates, rendering engines, and intellectual property used to generate such outputs remains exclusively with us.

8. Limitation of Liability & Warranties

8.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ENGINEERING SUITABILITY, STRUCTURAL ACCURACY, ERROR-FREE OPERATION, ACCURACY OF RESULTS, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL IDENTIFY EVERY STRUCTURAL ERROR OR ANOMALY PRESENT IN THE UPLOADED DATA.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL THE SERVICE OPERATOR, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Maximum Liability Cap

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION SHALL AT ALL TIMES BE LIMITED TO THE LESSER OF:

(i) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(ii) THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW.

8.4 Engineering Reliance Disclaimer

The User acknowledges that the Service is intended solely as a supplemental review and productivity aid.

Under no circumstances shall the Service Operator be responsible for structural failures, design defects, construction defects, code violations, permit rejections, engineering miscalculations, project delays, cost overruns, property damage, personal injury, death, or any other consequence arising from the use of, reliance upon, interpretation of, validation of, or implementation of outputs generated by the Service.

Users assume all risks associated with interpreting, validating, or implementing any output generated by the Service.

8.5 Service Availability

The Service is provided on an "as available" basis. We do not guarantee that the Service will be available, uninterrupted, error-free, or accessible at all times.

Service interruptions may occur due to scheduled maintenance, emergency maintenance, software defects, infrastructure failures, internet connectivity issues, third-party service provider failures, security incidents, capacity limitations, or other operational circumstances.

The Customer acknowledges that temporary interruptions, delays, degraded performance, unavailability, data transmission failures, or other service disruptions are inherent risks of cloud-based and internet-dependent services.

Except as expressly provided in these Terms or required by applicable law, service interruptions or unavailability shall not entitle the Customer to refunds, credits, damages, or other compensation.

8.6 No Service Level Commitment

Unless expressly agreed in a separate written agreement, we do not provide any service level agreement (SLA), uptime guarantee, minimum availability commitment, response time commitment, or service credit program.

If the Customer is dissatisfied with the Service, the Customer may discontinue use of the Service in accordance with these Terms. Discontinuation of the Service shall not affect the Customer's obligation to pay any fees, charges, or invoices that accrued prior to the effective date of such discontinuation.

8.7 Force Majeure

We shall not be liable for any delay, interruption, failure to perform, degradation of service, or inability to provide the Service resulting from causes beyond our reasonable control, including but not limited to:

  • Natural disasters;
  • Floods;
  • Fires;
  • Earthquakes;
  • Storms;
  • Pandemics or epidemics;
  • War;
  • Terrorism;
  • Civil unrest;
  • Government actions;
  • Labor disputes;
  • Utility failures;
  • Power outages;
  • Internet service disruptions;
  • Cyberattacks;
  • Distributed denial-of-service (DDoS) attacks;
  • Cloud infrastructure failures; or
  • Failures of third-party service providers.

During such events, our obligations under these Terms shall be suspended for the duration of the affected period.

8.8 Billing During Service Interruptions

Temporary interruptions, whether planned or unplanned, maintenance periods, force majeure events, infrastructure failures, or other periods of Service unavailability shall not automatically entitle the Customer to refunds, credits, charge reversals, fee reductions, or invoice adjustments unless otherwise expressly agreed by us in writing.

8.9 Beta, Preview, and Experimental Features

Certain features may be identified as beta, preview, experimental, early-access, or similar. Such features may contain defects, may change without notice, and may be discontinued at any time. Customers use such features at their own risk.

8.10 Limitation Period

Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after the event giving rise to the claim occurred, to the maximum extent permitted by applicable law.

8.11 Indemnification

The User agrees to indemnify, defend, and hold harmless the Service Operator, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) the User's use of, reliance upon, interpretation of, validation of, or implementation of outputs generated by the Service; (ii) the User’s violation of these Terms; or (iii) any uploaded data, files, or materials that infringe third-party rights or violate applicable laws.

8.12 No Reliance

The User acknowledges and agrees that outputs generated by the Service are provided solely as informational "suggestions" and shall not be relied upon as professional engineering, architectural, legal, regulatory, safety, or other professional advice.

The User assumes full responsibility for independently verifying all outputs before use in any project, design, or construction activity.

8.13 Service Changes and Discontinuation

We reserve the right to modify, replace, suspend, discontinue, or permanently cease operation of the Service, in whole or in part, including any feature, functionality, integration, or component thereof, at any time for operational, commercial, technical, legal, regulatory, or business reasons.

Where reasonably practicable, we will provide advance notice to affected Customers through email, in-application notifications, or other communication channels.

The Customer acknowledges that the continued availability of the Service is not guaranteed and that no compensation, damages, service credits, or other payments shall be payable solely because the Service is modified, suspended, or discontinued.

9. Term Adjustments

We reserve the right to modify these Terms of Service or our associated Privacy Policy at any time to reflect changes in the Service, technology, infrastructure, service providers, business operations, legal requirements, or regulatory obligations.

Registered Admin Accounts will receive notice via email or dashboard notification regarding material changes to these Terms or the Privacy Policy.

Where required by applicable law or where changes materially affect Customer rights or obligations, we may require Users to review and expressly accept the updated Terms before continuing to use the Service.

In all other cases, continued use of the Service following the effective date of such changes constitutes acceptance of the revised Terms.

9.1 Consistency with Privacy Policy

These Terms of Service shall be read together with the Privacy Policy.

In the event of any conflict between the two documents, the disclaimers, limitations of liability, and restrictions on reliance contained in these Terms shall prevail.

Both documents collectively govern the User’s relationship with the Service.

10. Governing Law

These Terms shall be governed by the laws of Vietnam.

10.1 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be submitted to confidential mediation administered by a recognized mediation center in Vietnam.

If the dispute is not resolved within thirty (30) days of mediation commencement, it shall be finally settled by binding arbitration in Vietnam under the rules of the Vietnam International Arbitration Centre (VIAC).

The arbitration shall be conducted in English or Vietnamese, as agreed by the parties.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Users waive the right to participate in class actions or collective proceedings against the Service Operator.

11. Entire Agreement

These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior discussions, proposals, representations, and understandings relating to the Service.

No oral statements, informal communications, or prior representations shall modify or supplement these Terms. Any amendment, waiver, or modification must be expressly stated in a written instrument issued by the Service Operator and signed or published through official channels to be valid.

12. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.1 Interpretation

Headings, titles, and section labels in these Terms are provided for convenience only and shall not affect the meaning or interpretation of any provision.

References to "including" shall be construed as "including without limitation.".

12.2 Survival

The provisions of these Terms that by their nature should survive termination shall remain in full force and effect after termination of the User’s account or cessation of use of the Service. This includes, without limitation, Sections 7 (Intellectual Property Rights), 8 (Limitation of Liability & Warranties), 9.1 (Consistency with Privacy Policy), and 12.1 (Interpretation), together with the indemnification and no reliance obligations of the User.

13. Assignment

We may assign, transfer, or delegate our rights and obligations under these Terms in connection with a merger, acquisition, sale of assets, corporate restructuring, or similar transaction.

13.1 Waiver

No failure or delay by the Service Operator in exercising any right, power, or remedy under these Terms shall operate as a waiver of such right, power, or remedy.

Any waiver must be expressly stated in writing and signed by the Service Operator to be effective.

A single or partial exercise of any right shall not preclude any other or further exercise of that right or any other right.

14. Contact Information

Kouzou Assistant

Email: [email protected]