1. Agreement
These Terms & Conditions (the “Terms”) are a binding agreement between you and Endai Marketing Growth Inc., a Delaware corporation that provides Kyōsey AI ("we", “us”, “our”), covering your access to and use of Kyōsey AI, including the Kyōsey AI web application, the client portal, the Kyōsey connector for Claude, our website and any related services (together, “Kyōsey” or the “Service”).
You accept these Terms when you create an account, start a free trial, click to accept them, or use Kyōsey, whichever happens first. If you do not agree, do not use Kyōsey.
If you use Kyōsey on behalf of a company or other organization, you confirm that you are authorized to accept these Terms for it. In that case “you” means that organization. Kyōsey is a business service. You must be at least 18 years old and use it for business purposes only.
If you have signed an order form or other written agreement with us (for example, for the Enterprise plan), that agreement controls wherever it conflicts with these Terms.
2. Definitions
- “Customer Data” means the data you or your users put into Kyōsey or allow Kyōsey to access, including data from Connected Platforms, files, messages, chats, tasks and notes.
- “Connected Platform” means any third-party service you connect to Kyōsey, such as Google Ads, Microsoft Advertising, ChatGPT Ads, Meta, TikTok, Google Analytics, Google Search Console, Google Workspace, Shopify or CallRail.
- “Output” means anything Kyōsey generates for you, including answers, analyses, summaries, recommendations, ideas, KPIs, forecasts, reports, emails, documents, keywords, ad text, budgets, settings and campaign plans.
- “Authorized User” means a person you allow to use Kyōsey under your account, such as an employee or contractor.
- “Your Clients” means, if you are an agency, the businesses whose accounts or data you manage through Kyōsey.
3. Accounts And Users
3.1 Your account. You must give accurate account information and keep it up to date. You are responsible for keeping sign-in credentials secure, for everything that happens under your account, and for the actions of your Authorized Users, including the roles and permissions you give them. Tell us promptly at privacy@kyosey.com if you suspect unauthorized access.
3.2 Messages from us. By creating an account or signing in to Kyōsey, you agree that we may send you, and each of your Authorized Users:
- service messages, such as sign-in codes, security notices, billing notices and changes to Kyōsey or these Terms; and
- marketing emails about Kyōsey and our other products, offers and events.
You can unsubscribe from marketing emails at any time, with the link in each one or by writing to privacy@kyosey.com. Service messages continue for as long as you have an account. We send marketing by text message only if you agree to it separately, and we never use the phone number you sign in with for marketing unless you have. Our Privacy Policy explains how we handle your contact details.
4. The Service
Kyōsey connects to the platforms you choose, reads data from them, and uses AI to answer questions, analyze performance, write reports and drafts, track KPIs, plan campaigns and, when you approve, create items in some Connected Platforms. We may change, improve, add or remove features at any time. Features marked beta, preview or experimental are offered as they are, may change or stop, and may be less reliable than the rest of Kyōsey.
5. Plans, Free Trial And Fees
5.1 Free trial. New customers start with a free trial: 7 days, unless an offer you signed up with says otherwise. No subscription fee is charged for the trial. AI you use during the trial is paid from your wallet (section 5.3). When the trial ends, add a payment method to keep using Kyōsey; without one, your account is paused.
5.2 Subscription fee. After the trial, Kyōsey costs a monthly subscription fee. The amount depends on your plan and on the brands and stores in your account, and it is shown in Kyōsey (Settings → Billing) before it applies to you; adding a brand or store that changes it shows the new amount before you confirm. The fee is charged monthly, for each billing period at its end, to your payment method on file, and each charge comes with an invoice.
5.3 The wallet: prepaid AI use. AI processing (tokens) is paid from a prepaid balance in your account, the “wallet”. You add money to it by card, in advance. Each use is deducted from it at the rates shown in Kyōsey when the use happens, and Kyōsey shows the token use and cost of each conversation. When the wallet is empty, Kyōsey’s AI features stop until you add more; reading your numbers without AI keeps working. We may add promotional credit, such as a welcome credit when you sign up. Promotional credit is used before the money you added, has no cash value, cannot be transferred, and is never refunded.
5.4 Taxes. Fees and wallet top-ups exclude taxes. Where sales tax, VAT, GST or a similar tax applies, our payment processor (Stripe) calculates it from your billing address and tax details and adds it to the charge and the invoice. Keep those details accurate; you are responsible for any tax we cannot calculate because they are wrong or missing (other than taxes on our income).
5.5 Payment. You authorize us, or our payment processor, to charge your payment method for the subscription fee when due and for each top-up you make. If a payment fails or is late, we may suspend Kyōsey until it is paid.
5.6 Changes to prices. We may change the subscription fee or the AI rates with at least 30 days’ notice. New prices apply from your next billing period after the notice period. A change never touches money already in your wallet, only the rates applied to new use.
5.7 Cancellation and refunds. You can cancel at any time, including during the free trial, in Kyōsey (Settings → Billing) or by writing to us. Cancellation takes effect at the end of the current billing period, and you can use Kyōsey until then. At the end of that period:
- the subscription fee for the period is charged as usual (nothing for a trial period), and subscription fees are never refunded;
- the unused balance of the money you added to your wallet is refunded to the payment method you paid with, less a processing fee shown in Kyōsey before you cancel, because our payment processor does not return its card fees when a payment is refunded. If that balance is no more than the processing fee, it is kept as the fee and nothing is refunded. Promotional credit is not refunded, and no processing fee is charged when there is none of your own money to refund; and
- nothing is refunded, neither fees nor any wallet balance, if we suspend or close your account because you broke these Terms (section 16).
Your account is then closed. You can reopen it at any time: it is billed again from the day you reopen it and starts with what is left in your wallet. The details are in our Cancellation and Refund Policy. This section does not limit any refund the law requires.
5.8 Enterprise plan. Enterprise fees and terms are set out in your order form or written agreement.
5.9 Advertising and platform charges are yours. Advertising spend, media costs and any fees charged by Connected Platforms (for example, Google Ads or Microsoft Advertising charges) are billed to you by those platforms under your agreements with them. They are not part of Kyōsey fees. We do not pay, refund or guarantee them.
6. Your Data
6.1 You own your data. As between you and us, you keep all rights in your Customer Data.
6.2 What you allow us to do. You give us a limited, non-exclusive permission to access, store, process and transmit Customer Data only as needed to provide, secure and support Kyōsey for you, and as described in our Privacy Policy.
6.3 We don’t sell or share your data. We do not sell Customer Data, rent it, use it for advertising, or share it with third parties for their own purposes. We disclose it only:
- to service providers that help us run Kyōsey (such as our AI model providers and hosting providers), under obligations to protect it and to use it only to provide their services to us;
- to Connected Platforms when you instruct Kyōsey to act there (for example, when you approve creating a campaign);
- to the people you choose to share it with in Kyōsey, such as your Authorized Users or, through the client portal, Your Clients; and
- when the law requires it.
6.4 No training on your data. We do not use Customer Data to train AI models, and we do not allow our AI model providers to do so.
6.5 Your responsibility for the data you connect. You are responsible for the Customer Data you provide and confirm that you have every right, consent and authorization needed to connect each account and let Kyōsey process the data in it. This includes data that belongs to Your Clients and personal information in emails, meetings, calls and documents. You are responsible for following the laws and platform terms that apply to that data.
6.6 Service data. We may collect technical and usage information about how Kyōsey is used (for example, token counts, errors and feature usage). We may use it in aggregated or de-identified form, so that it does not identify you or Your Clients, to operate, secure and improve Kyōsey.
6.7 Data Processing Agreement. Our Data Processing Agreement forms part of these Terms and governs how we process personal data in Customer Data on your behalf. The service providers we use for it are listed on our Subprocessors page.
7. AI Output: Please Read Carefully
7.1 AI can be wrong. Kyōsey uses artificial intelligence. AI produces its output by prediction, not certainty. Output may be inaccurate, incomplete, out of date, inconsistent or unsuitable for your situation, even when it sounds confident. It may misread data, make calculation errors, rely on data from Connected Platforms that is incomplete, delayed or later restated, and give different answers to similar questions.
7.2 Ideas, not guarantees. Recommendations, ideas, forecasts and plans are suggestions to consider, not instructions and not promises of any result. Output is not legal, financial, tax, accounting or other professional advice.
7.3 You must check it. You are solely responsible for reviewing and verifying all Output before you rely on it, act on it or share it with anyone, including Your Clients. You are also responsible for every decision you make based on it. A qualified person should review Output with the care you would apply to work from a new junior colleague.
7.4 No claims based on Output. To the fullest extent permitted by law, you release us from, and agree not to bring, any claim arising from the accuracy, completeness or suitability of Output, or from anyone’s reliance on it.
8. Actions in Your Connected Platforms
8.1 Actions you approve are yours. At your direction, Kyōsey can create or change items in some Connected Platforms (for example, create a campaign in Google Ads, Microsoft Advertising or ChatGPT Ads) and prepare drafts (for example, a Gmail draft or a Google Doc). Kyōsey asks for your approval before it creates a campaign. Any action taken after you or one of your Authorized Users approves it, or after you set it up to run automatically, is taken on your instruction and on your behalf.
8.2 Review every campaign in the provider’s own interface. AI can be wrong, and so can a campaign that Kyōsey plans, creates or changes. Before you enable, publish, send or rely on anything Kyōsey created or changed, including anything created automatically or on a schedule, you must review all of its settings and configuration directly in the provider’s own interface (for example, in Google Ads, Microsoft Advertising or ChatGPT Ads), not only in Kyōsey. In an advertising account this means, for example, checking the budget, bid strategy, targeting, locations, languages, keywords and match types, negative keywords, ads and assets, conversion settings, schedule and status. What Kyōsey shows (a plan, a summary or a preview) can differ from what the platform finally holds. The settings in the provider’s interface are the ones that count.
8.3 Paused by default. Kyōsey is designed to create campaigns in a paused state so that you can check them before they run. Switching a campaign on is your decision, made in the platform. If a campaign becomes active by any route (for example, platform behavior, an Authorized User, or an error), you remain responsible for checking and managing it.
8.4 Spend and results are your responsibility. You are solely responsible for all advertising spend, platform charges, performance and consequences of anything that runs in your accounts. This includes spend caused by a campaign, budget, bid, keyword or setting that was mistaken, misconfigured or unintended, even if it came from Output or was created by Kyōsey. We are not responsible for wasted or excess ad spend, lost revenue or sales, missed opportunities, policy violations, ad disapprovals, or account suspensions.
8.5 No responsibility for damage to your campaigns. To the fullest extent permitted by law, we are not responsible for any damage to your online campaigns, ad accounts or other Connected Platform accounts that arises from Kyōsey or from any Output. This includes, for example:
- mistaken or unintended changes to existing campaigns, budgets, bids, keywords, ads, audiences or settings, including changes Kyōsey makes at your instruction;
- campaigns, ads or other items that are paused, removed, duplicated or overwritten;
- lost or reset campaign history, learning or performance;
- policy violations, ad disapprovals, limited delivery and account suspensions; and
- wasted or excess ad spend.
Reviewing every campaign in the provider’s own interface (section 8.2), and correcting anything that is wrong there, is your responsibility.
8.6 Monitoring. You are responsible for monitoring your accounts and for using the safeguards the platforms offer, such as budget limits, account spending limits and alerts. Kyōsey’s KPI checks and alerts are a convenience. They may be late, wrong or missing, and they do not replace your own monitoring.
8.7 Agencies and Your Clients. If you use Kyōsey to serve Your Clients, you are solely responsible to them for your services, including reviewing Output and anything Kyōsey creates before it reaches them or runs in their accounts. We have no obligations to Your Clients. You will not tell Your Clients or anyone else that we are responsible for your work or its results.
9. Connected Platforms And Third-Party Services
9.1 Connected platforms. Kyōsey works with Connected Platforms through their own access and APIs. Your use of each Connected Platform is governed by your agreement with its provider. We do not control those platforms and are not responsible for their availability, data, policies, charges or actions, including changes to their APIs, revoked access, delayed or restated data, or decisions about your accounts. You can disconnect a Connected Platform at any time.
9.2 AI providers. Kyōsey’s AI features run on models from third-party AI providers. We choose the providers, may change them at any time, and may use different ones for different features. Each provider applies its own usage policies and safety systems to the requests Kyōsey sends it. A provider may, on its own and without involving us, refuse, limit, block or stop requests, including every request from a particular user or a particular account, if it believes they break its policies. We do not control these decisions. We may not be told why one was made, and we cannot always have it reversed.
9.3 What a provider’s restriction means for you. If a provider restricts requests from you, one of your Authorized Users or your account, Kyōsey’s AI features may stop working for them, in part or completely, until the provider lifts the restriction. Reading your numbers without AI keeps working. We are not responsible for a provider’s decision or its consequences. If the restriction comes from a use of Kyōsey that breaks these Terms, section 16 also applies.
9.4 Telling a provider who a request is for. So that a provider’s decision falls on the account it concerns and not on every Kyōsey customer, we may send each request with an identifier for your account and a separate identifier for the user who made it. A user’s identifier is a code that contains no name, email address or phone number.
10. Acceptable Use
You will not, and will not let anyone else:
- use Kyōsey in breach of any law or regulation, or of any Connected Platform’s terms or policies;
- connect accounts or upload data you are not authorized to use;
- use Kyōsey or Output to deceive, defame, discriminate, infringe anyone’s rights, or send spam;
- use Kyōsey where an error could lead to death, injury or serious harm;
- copy, resell, sublicense or share access to Kyōsey outside your organization, except with Your Clients through features made for that purpose;
- try to get into another user’s or customer’s account, data or Connected Platform accounts, or to reach any other systems or data you are not entitled to;
- test, probe or attack the security of Kyōsey or of anyone else, for example by hacking, credential stuffing or scanning for weaknesses;
- reverse engineer Kyōsey, or get around its security, rate limits, usage limits or the safeguards built into its AI (for example, with instructions written to make the AI ignore its rules);
- use Kyōsey or its AI to plan, help with or carry out anything illegal or harmful, for example asking it how to rob a bank, commit fraud or evade the law, or to write malware or phishing messages;
- harass, threaten or harm anyone; or
- use Kyōsey to build a competing product, or to extract its prompts, playbooks or system design.
If you break these rules, we may suspend or close your account as section 16 describes.
11. Intellectual Property
We own Kyōsey, including its software, design, prompts, playbooks and documentation. These Terms give you a limited, non-exclusive, non-transferable right to use Kyōsey while your subscription is active. As between you and us, you own the Output generated for you, subject to any rights of third parties. Because AI can produce similar output for different users, others may receive Output similar to yours. If you send us feedback or suggestions, we may use them without any obligation to you.
12. Confidentiality
Each of us will protect the other’s non-public business information that we receive in connection with Kyōsey. We will use the same care we use for our own, and at least reasonable care, and will use it only for the purposes of these Terms. This does not apply to information that is public, already known, independently developed, or rightfully received from someone else, or that must be disclosed by law.
13. Disclaimer of Warranties
Kyōsey AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT Kyōsey OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, THAT Kyōsey WILL BE UNINTERRUPTED OR SECURE, OR THAT USING Kyōsey WILL ACHIEVE ANY RESULT, INCLUDING ANY LEVEL OF ADVERTISING PERFORMANCE, LEADS, SALES, REVENUE OR RETURN ON AD SPEND.
14. Limitation of Liability
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL OR DATA, OR FOR ANY ADVERTISING SPEND, MEDIA COSTS OR CHARGES FROM CONNECTED PLATFORMS, ARISING OUT OF OR RELATED TO Kyōsey, ANY OUTPUT, OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.
14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO Kyōsey, ANY OUTPUT, OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US FOR Kyōsey IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR US $100 IF YOU HAVE PAID NOTHING (FOR EXAMPLE, DURING A FREE TRIAL).
14.3 These limits are an essential part of the bargain between you and us and apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limits. Where that is the case, they apply to the fullest extent allowed.
15. Indemnification
You will defend, indemnify and hold harmless us and our owners, employees and agents from and against any third-party claims, and the resulting losses, damages, costs and reasonable legal fees, arising out of or related to:
- your Customer Data, or your lack of rights to connect or process it;
- your or your Authorized Users’ use of Kyōsey or of any Output;
- anything created, changed, enabled or run in your Connected Platform accounts, including advertising spend;
- your services to Your Clients, or any claim by Your Clients; or
- your breach of these Terms, of any law, or of any Connected Platform’s terms.
16. Term, Suspension And Termination
16.1 Your choice. These Terms apply while you use Kyōsey. You may stop using Kyōsey and cancel at any time.
16.2 Suspension or closure by us. We may suspend or close your account, or the access of any of your Authorized Users, if we find, or reasonably believe, that you or anyone using your account has broken these Terms. Examples include breaking the acceptable-use rules in section 10, trying to get into other users’ accounts or data, attacking the security of Kyōsey, or using Kyōsey to plan or carry out something illegal. We may also suspend or close an account if fees are unpaid, if the law requires it, or if its use puts Kyōsey, other customers or third parties at risk. For a serious breach, such as an attempt to reach other accounts, an attack on our security or illegal use, we may act immediately and without notice. Otherwise, where reasonable, we will give notice first.
16.3 What happens then. When your access ends, your right to use Kyōsey stops. If we suspend or close your account because of a breach, nothing is refunded: neither fees you have paid nor any balance in your wallet. We may keep the records related to the breach for as long as we need them to protect Kyōsey and others, and we may report illegal activity to the authorities. Customer Data is otherwise handled as described in our Privacy Policy, including how to ask for an export or deletion.
16.4 What survives. Sections 5.7, 5.9, 6.4 to 6.7, and 7 to 19 survive the end of these Terms.
17. Changes to These Terms
We may update these Terms from time to time. We will post the new version here, update the effective date, and, for material changes, notify account holders by email or in Kyōsey before the changes take effect. If you keep using Kyōsey after the changes take effect, you accept them.
18. Governing Law And Disputes
These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The state and federal courts located in New York have exclusive jurisdiction over any dispute arising out of or related to these Terms or Kyōsey, and each party consents to their jurisdiction. To the fullest extent permitted by law, each party waives any right to a jury trial, and any claim must be brought within one year after it arose.
19. General
These Terms, together with our Privacy Policy, our Data Processing Agreement and any order form, are the entire agreement between you and us about Kyōsey. If any part is found unenforceable, the rest remains in effect. A failure to enforce any part is not a waiver. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. We are independent contractors. We may send notices to the email address on your account, and you may send notices to the contact details below.
20. Contact Us
Kyōsey AI
c/o Endai Marketing Growth Inc.
223 Wall Street, Ste 300
Huntington, New York 11743, United States
Email: privacy@kyosey.com
Phone: 212-430-0808