etla Terms of Service

Established: February 1, 2026
Last Updated: June 29, 2026

We provide the Service solely to corporations, associations, and other business entities that use the Service for business purposes. Use of the Service by an individual for personal, non-business purposes (i.e., as a consumer) is outside the scope of the Service, and we will not accept any such application.

Article 1 (Applicability of these Terms)

These Terms set forth the terms and conditions for use of the service provided by REGALI Inc. (“REGALI,” “we,” “us,” or “our”) under the name “etla” (the “Service”).
“Order” means a contract, application form, quotation agreed upon by the parties, an online application screen or Pricing Plan provided by REGALI, or any other document by which the parties agree, in writing or by electromagnetic means, on the content, term, fees, or terms of use of the Service.
The Agreement, including these Terms, is formed when the Customer applies for the Service by way of an Order or a method designated by REGALI, and REGALI accepts such application.
The Customer shall cause its officers, employees, contractors, and other persons whom the Customer permits to use the Service (collectively, “Authorized Users”) to comply with these Terms, and shall be responsible for their acts.

Article 2 (Documents Constituting the Agreement)

The Agreement is composed of the following documents:
1. the Order
2. the etla Product-Specific Terms
3. the etla Terms of Service
4. the etla Acceptable Use Policy
5. the etla Data Processing Agreement
6. any SLA, security specifications, or other documents referenced in the Order
In the event of any conflict between these documents, the document listed higher in the preceding paragraph shall prevail; provided, however, that the Data Processing Agreement shall prevail with respect to data protection.

Article 3 (the Service)

The specific features, scope of use, usage limits, regions in which the Service is provided, support details, and fees for the Service shall be set forth in the Order or REGALI’s service specifications.
REGALI may modify the content of the Service in order to maintain or improve its safety, quality, or functionality. REGALI shall provide notice, with a reasonable advance period, of any change that materially and adversely affects the Customer’s use of the Service.
Preview, beta, trial, or other pre-general-availability features are provided “as is” for evaluation purposes and, unless expressly set forth in an Order, are not subject to any SLA, indemnification, or support.
Where REGALI provides the Service as a free trial, evaluation version, or proof of concept (PoC), such use shall be limited to evaluation purposes, and the Service shall be provided “as is.” Unless otherwise provided in an Order, REGALI’s aggregate liability for damages arising from such free use shall not exceed JPY 100,000, and neither the SLA nor the indemnification under Article 17, Paragraph 1 shall apply.

Article 4 (Accounts and Administration)

The Customer shall provide accurate registration information and shall appropriately manage the accounts of its administrators and Authorized Users.
The Customer shall not share authentication credentials with any third party and shall promptly notify REGALI upon becoming aware of any unauthorized use, or suspected unauthorized use, of the Service.
The Customer shall configure permissions in accordance with the principle of least privilege and shall promptly suspend the access of any person who has lost the authority to use the Service due to reassignment, resignation, or other reasons.

Article 5 (Customer’s Responsibilities)

The Customer shall be responsible for its use of the Service, the information it inputs into the Service, and the operations it conducts through the Service.
The Customer shall ensure it has all rights, authority, notices, consents, and other lawful bases necessary to provide Customer Data to REGALI and to have REGALI process it.
The Customer shall use the Service in compliance with applicable laws, the Agreement, the Documentation, and the Acceptable Use Policy.
The Customer shall verify, prior to production use and after any material change, that its configurations, permissions, approval workflows, integrations, and Outputs are suitable for its intended purposes.

Article 6 (Customer Data)

“Customer Data” means any data that the Customer or an Authorized User inputs into, connects to, transmits to, or stores in the Service, and any results generated by the Service based thereon.
The Customer shall retain all rights in and to Customer Data. The Customer grants REGALI the right to use Customer Data to the extent necessary to provide, maintain, secure, and support the Service and to process it in accordance with the Customer’s instructions.
REGALI shall not sell Customer Data to any third party, nor use it to train general-purpose AI models for multiple customers, without the Customer’s express written consent.
REGALI may use information that has been reasonably anonymized and aggregated so as not to identify the Customer or any individual, for the operation, security, quality measurement, and improvement of the Service. REGALI shall not re-identify the Customer or any individual from such information.

Article 7 (Personal Data)

Where REGALI processes personal data on behalf of the Customer, the etla Data Processing Agreement shall apply.
The Customer shall be responsible for ensuring that its configuration and use of the Service comply with applicable legal obligations regarding the purpose of collecting personal data, data minimization, retention periods, notice to data subjects, and data subject rights.
Special categories of personal data, special care-required personal information (as defined under the APPI), children’s data, biometric identification data, health information, government-issued identification numbers, or payment card information may be processed only where expressly agreed in an Order.
REGALI’s Privacy Policy shall apply to REGALI’s handling, as an independent controller, of information processed in connection with the provision of the Service (including account information, contract and billing information, contact details of personnel, and information regarding use of the Service).

Article 8 (AI-Generated Output)

The Service may use search, generative AI, or other machine learning technologies. Outputs are not guaranteed to be complete, accurate, current, or fit for the Customer’s purposes.
The Customer shall conduct human review of any Output, commensurate with its intended use and the associated risk, before using or presenting such Output to any third party.
The Customer shall not make decisions that have legal or otherwise significant effects on individuals, exercise safety-critical controls, or make decisions requiring professional qualifications, based solely on Output without the necessary review and human oversight.
Additional terms applicable to AI features are set forth in the etla Product-Specific Terms.

Article 9 (Third-Party Services and Integrations)

The Service may integrate with third-party services, AI models, cloud services, communication services, APIs, or other systems selected by the Customer.
Third-party services are subject to the terms of use and privacy terms of their respective providers. The Customer shall secure any necessary accounts, licenses, and authorizations.
REGALI shall not be responsible for any change, suspension, failure, or data handling of a third-party service that is beyond REGALI’s reasonable control; provided, however, that third parties engaged by REGALI as Sub-processors shall be governed by the etla Data Processing Agreement.

Article 10 (Intellectual Property Rights)

All rights in and to the Service, software, models, Documentation, templates, know-how, and any improvements thereto shall belong to REGALI or its licensors.
During the term of the Agreement, REGALI grants the Customer a limited, non-exclusive, non-transferable right to use the Service for the conduct of the Customer’s business, including using the Service to respond to, communicate with, and provide services to the Customer’s customers and other third parties; provided, however, that this right does not include reselling the Service to third parties or providing the Service for the primary purpose of allowing third parties to use the Service itself, except as agreed in an Order.
The Customer shall retain its rights in Customer Data and, to the extent permitted under applicable law, in Outputs. Outputs may not be unique, and other users may receive similar results.
REGALI may use any suggestions or feedback provided by the Customer, to the extent such suggestions or feedback do not contain Confidential Information or personal data, without any compensation.

Article 11 (Fees and Taxes)

Fees, currency, billing cycle, the method of calculating usage, and payment due dates shall be set forth in the Order or in the Pricing Plan displayed on the Service.
The Customer shall pay fees by credit card, invoice, or any other method designated by REGALI and selected by the Customer. Where the Customer selects recurring billing or usage-based billing, the Customer authorizes REGALI or its payment processor to charge the registered payment method.
Unless expressly stated that fees are inclusive of tax, consumption tax, value-added tax, and other applicable taxes are not included in the fees and shall be borne by the Customer. Where withholding tax is imposed on a payment under the laws of the Customer’s jurisdiction, the Customer shall pay such additional amount as is necessary to ensure that REGALI receives the amount it would have received had no withholding been made; provided, however, that where a reduction in or exemption from withholding is available under a tax treaty or otherwise, the parties shall cooperate with each other as necessary to apply such reduction or exemption.
Except as otherwise provided in an Order, a Pricing Plan, or applicable law, fees already paid are non-refundable.
If the Customer disputes an invoice, the Customer shall notify REGALI of the grounds for the dispute and the undisputed amount by the payment due date, and shall pay the undisputed amount. The parties shall discuss in good faith to resolve the disputed amount.
If the Customer delays payment of fees, the Customer shall pay REGALI liquidated damages for delay at the rate of 14.6% per annum, accruing from the day following the payment due date until payment is made.
If a payment delay is not cured, REGALI may suspend the Service after providing notice with a reasonable period to cure.

Article 12 (Confidentiality)

Each party shall not use information disclosed by the other party that is designated as confidential, or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”), for any purpose other than the performance of the Agreement, and shall manage such information with the due care of a prudent manager.
Confidential Information does not include information that is publicly known, that the receiving party lawfully possessed prior to receipt, that is obtained from a third party without any obligation of confidentiality, or that is independently developed without reference to the disclosing party’s Confidential Information.
Where disclosure is required by law or an order of a public authority, the receiving party shall, to the extent permitted by law, notify the other party in advance and disclose only to the minimum extent necessary.
The obligations under this Article shall survive for three years after termination of the Agreement; provided, however, that with respect to trade secrets and personal data, such obligations shall survive for the period required by their nature or applicable law.

Article 13 (Security)

REGALI shall maintain reasonable technical and organizational security measures commensurate with the nature and risk of the Service. Specific measures shall be set forth in the security specifications or the etla Data Processing Agreement.
The Customer shall implement security measures with respect to the accounts, devices, networks, integrations, permissions, and configurations under its control.
If the Customer discovers a vulnerability in the Service, the Customer shall notify REGALI’s contact point before disclosing or exploiting it, and shall cooperate with REGALI’s reasonable investigation.

Article 14 (Suspension)

REGALI may suspend all or part of the Service in any of the following cases:
1. the Customer materially breaches the Agreement;
2. there is a security or legal risk to the Service or a third party;
3. a payment delay is not cured after notice; or
4. suspension is necessary due to maintenance, incident response, or force majeure.
Except in an emergency, REGALI shall use reasonable efforts to notify the Customer of the reason for, and the means of curing, the issue prior to suspension, and shall keep the scope and duration of any suspension to the minimum necessary.

Article 15 (Term and Termination)

The term of the Agreement, renewal conditions, and the ordinary method of cancellation shall be set forth in the Order or the Pricing Plan.
Unless otherwise provided in the Pricing Plan, a subscription-type Pricing Plan shall automatically renew for the same billing cycle unless the Customer cancels it in the prescribed manner before the next renewal date. Cancellation shall take effect at the end of the then-current billing period.
An Agreement for which no term or renewal condition is specified shall continue for an indefinite period, and either party may terminate it prospectively by giving 30 days’ prior notice.
If a party materially breaches the Agreement and fails to cure such breach after being requested to do so by the other party within a reasonable cure period specified by the other party, the other party may terminate the Agreement.
If a party suspends payments, becomes subject to bankruptcy proceedings, or otherwise experiences a material deterioration in its creditworthiness, the other party may terminate the Agreement without notice.
The return and deletion of Customer Data following termination of the Agreement shall be governed by the Order and the etla Data Processing Agreement.

Article 16 (Warranties and Disclaimers)

Each party represents and warrants that it has the authority to enter into and perform the Agreement.
REGALI shall provide the Service with reasonable care and skill. If REGALI breaches this paragraph, REGALI shall use reasonable efforts, upon receiving reasonable notice from the Customer, to correct the breach or re-perform the affected portion of the Service.
Except as expressly provided in the Agreement, the Service and Outputs are provided “as is.” REGALI does not warrant that the Service will be uninterrupted or error-free, that Outputs will be accurate or complete, that the Service will be fit for the Customer’s particular purpose, or that all unauthorized use will be prevented.
REGALI shall not be liable for any failure to perform arising from communication networks, cloud services, third-party services, natural disasters, war, epidemics, governmental action, labor disputes, or other causes beyond REGALI’s reasonable control.

Article 17 (Indemnification for Third-Party Claims)

If a third party claims that the Customer’s use of the Service in accordance with the Agreement infringes such third party’s intellectual property rights, REGALI shall defend such claim and indemnify the Customer for amounts the Customer becomes liable to pay pursuant to a final judgment or a settlement approved by REGALI.
The preceding paragraph shall not apply to any claim arising from Customer Data (including Outputs generated by the Service), third-party services, modifications made by the Customer, use in violation of the Agreement or the Documentation, or combination with anything not provided by REGALI.
If the Service becomes, or is reasonably likely to become, the subject of an intellectual property infringement claim, REGALI may, at its own expense and discretion, (i) procure the right for the Customer to continue using the Service, (ii) modify or replace the Service with a substantially equivalent alternative, or, if neither of the foregoing is commercially reasonable, (iii) terminate the affected Service and refund any prepaid fees corresponding to the unused portion of the term following such termination.
The Customer shall defend any claim made by a third party against REGALI arising from Customer Data, the Customer’s use of the Service, or the Customer’s breach of the Agreement, and shall indemnify REGALI for amounts REGALI becomes liable to pay pursuant to a final judgment or a settlement approved by the Customer.
The party seeking indemnification shall promptly notify the other party of the claim and provide reasonable cooperation necessary for the defense and settlement thereof. The indemnifying party shall obtain the prior written consent of the indemnified party before entering into any settlement that imposes an admission of liability or any non-monetary obligation on the indemnified party.

Article 18 (Limitation of Liability)

Except as otherwise provided in an Order, neither party shall be liable for any indirect, special, incidental, or consequential damages, or any loss of profits, loss of business opportunity, or loss of data, arising in connection with the Agreement, even if such damages were foreseeable; provided, however, that this limitation shall not apply to amounts payable to a third party under Article 17.
Except as otherwise provided in an Order, each party’s aggregate liability for damages arising in connection with the Agreement shall not exceed the total fees paid or payable by the Customer to REGALI under the relevant Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
The liability cap under the preceding paragraph shall not apply to the Customer’s payment obligations, either party’s willful misconduct or gross negligence, or any liability that cannot be limited under applicable law.
Notwithstanding Paragraph 2, REGALI’s aggregate liability for its indemnification obligations under Article 17, Paragraph 1 shall not exceed twice the total fees paid or payable by the Customer to REGALI under the relevant Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Article 19 (Compliance with Laws)

Each party shall comply with export control, economic sanctions, anti-bribery, and other laws applicable to it.
The Customer shall not use the Service for any country, person, or purpose prohibited by applicable law.
Each party represents that it does not constitute, does not use, and does not provide any benefit to, organized crime groups or other anti-social forces.

Article 20 (Amendment of these Terms)

REGALI may amend these Terms where necessitated by changes in law, security requirements, changes to the Service, or other reasonable grounds.
REGALI shall, in principle, provide notice of any amendment that materially and adversely affects the Customer no later than 30 days prior to its effective date.
If the Customer does not agree to an amendment that materially and adversely affects it, the Customer may terminate the affected Service by notifying REGALI before the effective date. Any settlement in such case shall be governed by the Order or the Pricing Plan.

Article 21 (Notices)

REGALI shall provide notices to the Customer by email to the administrator, display within the Service, or posting on REGALI’s website.
The Customer shall keep its contact information up to date.
The official addresses for formal notices under the Agreement shall be set forth in the Order.

Article 22 (General Provisions)

The Customer may not assign the Agreement without REGALI’s prior written consent; provided, however, that an assignment by way of comprehensive succession in connection with a merger, corporate split, or business transfer may be made upon prior notice, provided that the successor is not a competitor of the other party and has the capacity to perform the Agreement.
If any part of the Agreement is held invalid or unenforceable, the remaining parts shall remain in full force and effect.
Failure to exercise any right shall not constitute a waiver of that right.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements or representations.
Except where the Customer has indicated its objection in advance or at any time in writing (including by electromagnetic means), REGALI may display the Customer’s name and logo as a customer reference on REGALI’s website and in its sales materials. If the Customer requests that such display be discontinued, REGALI shall discontinue it within a reasonable period.

Article 23 (Governing Law and Dispute Resolution)

The Agreement shall be governed by the laws of Japan.
With respect to any dispute arising out of or in connection with the Agreement, the parties shall first discuss in good faith to resolve the dispute between their respective authorized representatives.
Any dispute not resolved within 30 days after the commencement of such discussions shall be finally settled by arbitration in Tokyo in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association (JCAA). The language of the arbitration shall be Japanese if both parties are Japanese corporations, and English otherwise.
The preceding paragraph shall not preclude either party from seeking a preliminary injunction or other provisional remedy from a court of competent jurisdiction to protect Confidential Information or intellectual property rights.

Article 24 (Governing Text and Contact Information)

The governing text of the Agreement shall be Japanese, and any English-language version — including this document — is provided solely as a courtesy translation. Where REGALI provides a translation into any other language, the Japanese version shall prevail in the event of any conflict between the Japanese version and such translation, except as otherwise provided in an Order or by mandatory law.
Contact information regarding these Terms is as follows: Business name: REGALI Inc.; Address: 6F Lead C Shibuya Dogenzaka Bldg., 1-16-16 Dogenzaka, Shibuya-ku, Tokyo 150-0043, Japan; Contact point for contracts, personal information, and security: https://regali.co.jp/contact.