Terms of Service

"Customer" means the organization or entity that has entered into a service agreement with Tachikoma AI to use BoutiqueDX. "User" means any individual authorized by a Customer to access and use the Services. "Customer Data" means all data submitted, stored, or processed through the Services by or on behalf of a Customer. "Services" means the BoutiqueDX platform including the web application, mobile companion app, customer portal, and associated APIs. "Order Form" means the individual service agreement or order form executed between Tachikoma AI and a Customer specifying the Services, fees, and service levels. "Contracting Entity" means the Tachikoma AI entity specified in the applicable Order Form as the party entering into the agreement with the Customer.

BoutiqueDX is an AI-powered luxury retail store management platform that provides workforce scheduling, visitor management, appointment booking, analytics, and customer engagement tools. The Services are provided as a Software-as-a-Service (SaaS) solution hosted on Amazon Web Services (AWS) infrastructure. Customer Data is hosted in the AWS region corresponding to the data residency requirements of the Customer's geography, as further described in Section 5.3 and specified in the applicable Order Form.

AI features within the Services are used to assist with shift schedule optimization and operational analytics. AI does not make autonomous decisions about individuals — all AI-generated recommendations are presented to authorized Users for review and action.

Access to the Services requires authentication via a third-party identity provider. Customers are responsible for maintaining the confidentiality of their account credentials.

Customers are responsible for all activities that occur under their accounts and must notify Tachikoma AI immediately of any unauthorized use.

Tachikoma AI reserves the right to suspend or terminate access to accounts that violate these Terms, subject to prior written notice except in cases of imminent security risk.

Customers retain all rights, title, and interest in their Customer Data. Tachikoma AI does not claim ownership of Customer Data.

We process Customer Data solely to provide and improve the Services, in accordance with our Privacy Policy, any applicable Data Processing Agreement (DPA), and applicable data protection laws including GDPR, APPI (Japan), and PDPA (Singapore).

Customer Data is stored on AWS infrastructure in the region designated for the Customer's geography in accordance with applicable data residency requirements, as specified in the applicable Order Form. For each hosting region, backups and disaster recovery are maintained in a separate AWS Availability Zone or region within the same data residency boundary, so that Customer Data remains within its designated geography except as necessary to provide the Services or as set out in the Order Form. For Customers hosted in the Asia Pacific (Tokyo) region (ap-northeast-1), disaster recovery is maintained in the Asia Pacific (Osaka) region (ap-northeast-3).

We implement appropriate technical and organizational measures to protect Customer Data, including encryption at rest (AES-256) and in transit (TLS 1.2 or higher), point-in-time recovery backups, access controls, and continuous security monitoring. Further details are set out in our Information Security Policy, available upon request.

We use third-party sub-processors to provide the Services, including but not limited to AWS (infrastructure), Auth0 (authentication), and Sentry (error monitoring). A current list of sub-processors is available upon request. We will notify Customers of any material changes to sub-processors with at least 30 days' advance notice. If a Customer reasonably objects to a new sub-processor, the Customer may terminate the affected Services without penalty by providing written notice within the 30-day notice period.

Upon termination of a Customer's account, Customer Data will be deleted within 60 days unless a longer retention period is required by applicable law. Customers may request data export in a standard machine-readable format prior to account termination.

Where required by applicable law, Tachikoma AI will enter into a Data Processing Agreement with the Customer governing the processing of personal data.

In the event of a confirmed data breach affecting Customer Data, Tachikoma AI will notify the affected Customer without undue delay and in any event within 72 hours of becoming aware of the breach.

Fees for the Services are specified in the applicable Order Form between Tachikoma AI and the Customer. Billing is handled at the organizational level through invoicing; Tachikoma AI does not collect payment information from individual Users.

Unless otherwise specified in the Order Form, invoices are due within 30 days of issuance.

All fees are exclusive of applicable taxes, which are the responsibility of the Customer.

Tachikoma AI reserves the right to suspend the Services for accounts with payments overdue by more than 30 days following written notice.

Any fees accrued prior to termination remain payable in accordance with the applicable Order Form.

You agree not to: Use the Services for any unlawful purpose or in violation of any applicable laws; Attempt to gain unauthorized access to the Services or related systems; Interfere with or disrupt the integrity or performance of the Services; Reverse engineer, decompile, or disassemble any aspect of the Services; Use the Services to store or transmit malicious code; Share account credentials with unauthorized third parties.

Tachikoma AI will use commercially reasonable efforts to make the Services available 24/7, subject to planned maintenance and Force Majeure events.

We may perform scheduled maintenance with at least 48 hours advance notice to Customers via email or in-application notification. Emergency maintenance required to address security vulnerabilities or critical system failures may be performed without prior notice.

Specific service level commitments and service credits, if applicable, are specified in the applicable Order Form or SLA addendum.

The Services, including all software, algorithms, interfaces, documentation, and related intellectual property, are and remain the exclusive property of Tachikoma AI.

Subject to these Terms, Tachikoma AI grants Customers a limited, non-exclusive, non-transferable license to access and use the Services during the subscription period.

Customer feedback, suggestions, or enhancement requests provided to Tachikoma AI may be used by Tachikoma AI to improve the Services without obligation of compensation or attribution.

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent.

Confidential information does not include information that is: (a) publicly available through no fault of the receiving party; (b) independently developed without use of the disclosing party's confidential information; (c) rightfully received from a third party without restriction; or (d) already known to the receiving party at the time of disclosure.

A receiving party may disclose confidential information if required by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable prior notice (where legally permitted) and cooperates in seeking a protective order.

Each party may disclose the other party's confidential information to its professional advisors (legal, accounting, financial) who are bound by professional obligations of confidentiality.

Confidentiality obligations under this section shall survive termination of these Terms for a period of three (3) years.

Tachikoma AI warrants that the Services will perform materially in accordance with the applicable documentation during the subscription period.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TACHIKOMA AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Tachikoma AI does not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to these Terms or the use of the Services.

Each party's total aggregate liability under these Terms shall not exceed the amounts paid or payable by the Customer for the Services during the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section shall not apply to: (a) a party's indemnification obligations; (b) a party's breach of confidentiality obligations; (c) Tachikoma AI's breach of its data protection obligations; (d) damages arising from a party's gross negligence or willful misconduct; or (e) liability that cannot be limited by applicable law.

Customer agrees to indemnify and hold harmless Tachikoma AI from any third-party claims, damages, or expenses arising from: (a) the Customer's use of the Services in violation of these Terms; (b) Customer Data, except to the extent such claims result from Tachikoma AI's breach of its data protection obligations; or (c) the Customer's violation of applicable law.

Tachikoma AI agrees to indemnify and hold harmless the Customer from any third-party claims that the Services, as provided by Tachikoma AI, infringe any third-party intellectual property rights. This obligation does not apply to claims arising from: (a) modifications to the Services made by the Customer; (b) combination of the Services with non-Tachikoma AI products; or (c) use of the Services in violation of these Terms.

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

Either party may terminate the service agreement in accordance with the terms specified in the applicable Order Form.

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice.

Upon termination, the Customer's access to the Services will be revoked, and Customer Data will be handled in accordance with the Data Deletion provisions.

Sections on Customer Data Ownership, Data Deletion, Data Breach Notification, Accrued Fees, Acceptable Use, Intellectual Property, Confidentiality, Warranties, Limitation of Liability, Indemnification, Notices, and Governing Law shall survive termination of these Terms.

Tachikoma AI reserves the right to modify these Terms. Material changes will be communicated to Customers with at least 30 days' advance notice via email to the Customer's designated contact.

If a Customer objects to a material change, the Customer may terminate the affected Services without penalty by providing written notice within the 30-day notice period. Upon such termination, Tachikoma AI will provide a pro-rata refund of any prepaid fees for the unused portion of the subscription period.

Material changes to these Terms shall not be made more than once per twelve-month period, except where required by changes in applicable law or regulation.

Continued use of the Services after the 30-day notice period constitutes acceptance of the updated Terms.

All formal notices under these Terms shall be in writing and sent by email to the designated contact address specified in the applicable Order Form.

Notices are deemed received on the business day following transmission if sent by email with confirmed delivery.

Either party may update its designated contact address by providing written notice to the other party.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond the reasonable control of the affected party, including but not limited to: natural disasters, epidemics or pandemics, acts of government or regulatory action, war, terrorism, civil unrest, failure of third-party telecommunications or power supply, or cyberattacks. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the affected Services upon written notice.

Unless otherwise specified in the applicable Order Form, these Terms shall be governed by and construed in accordance with the laws of Singapore.

Where the Contracting Entity is Tachikoma AI K.K., or where the Order Form specifies Japanese law, these Terms shall be governed by the laws of Japan.

Any dispute arising out of or in connection with these Terms shall be first attempted to be resolved amicably through good-faith negotiations between the parties for a period of 30 days.

If the dispute cannot be resolved through negotiation: Where Japanese law governs, disputes shall be subject to the exclusive jurisdiction of the Tokyo District Court. Where Singapore law governs, disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules.

These Terms, together with the applicable Order Form, Privacy Policy, and any DPA, constitute the entire agreement between the parties.

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

Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets.

A failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the conflict.