Terms of Service

These Terms of Service (these "Terms") set forth the terms and conditions for the use of Nproc (the "Service") provided by TR-55 Inc. (the "Company", "we", or "us"). Before using the Service, you must read and agree to these Terms.

If you use the Service on behalf of an organization (meaning a corporation or any other body, whether or not it has legal personality), these Terms also apply to that organization. In that case, the individual who begins using the Service on behalf of that organization represents and warrants that they have the authority to bind that organization to these Terms.

If you do not have the authority to bind that organization, please do not sign up for the Service on its behalf.

1. Definitions

• "User" means any individual, legal entity, or other organization that uses the Service.
• "Team" means a unit for collaborative work on the Service.
• "Workspace" means a working area created within a Team.
• "Content" means data created or edited within a Workspace, such as issues, documents, canvases, and comments.
• "Role" means a User's permission category within a Team or Workspace (Admin, Member, or Guest).
• "DPA" means the Data Processing Addendum incorporated into these Terms.

2. Registration

To use the Service, you must register as a User through the procedures prescribed by the Company. If any registered information is false, the Company may suspend your use of the Service.

The Service is available only to users who are 18 years of age or older. By using the Service, you are deemed to have represented that you are 18 years of age or older.

3. Account and Member Management

You are responsible for managing your account credentials and must not share them with any third party. If you become aware of any unauthorized access or similar incident, you must notify the Company promptly.

You must ensure that any member you invite to a team or workspace that you manage complies with these Terms, and you are responsible to the Company for that member's breach of these Terms.

4. Prohibited Conduct

When using the Service, Users must not engage in any of the following conduct:

• Conduct that violates laws, regulations, or public order and morals.
• Conduct that infringes the rights of other Users, third parties, or the Company.
• Conduct that interferes with the operation of the Service.
• Unauthorized access, reverse engineering, or circumventing or tampering with security or technical measures implemented in the Service.
• Accessing, monitoring, or interfering with the Service through scraping, bots, or other automated means.
• Transmitting harmful programs, spam, or similar material through the Service.
• Using the Service in violation of the Foreign Exchange and Foreign Trade Act of Japan, U.S. economic sanctions and export control laws, or any other applicable sanctions or export control laws, or accessing the Service from any country or region subject to comprehensive economic sanctions.
• Any other conduct that the Company reasonably determines to be inappropriate.

Good-faith security research (the investigation and verification of vulnerabilities conducted honestly, in which any discovered vulnerability is reported without undue delay to the contact in Section 21 and which does not involve destroying or exfiltrating data, disrupting the Service, or accessing third parties' information) is not treated as a violation of this section.

5. Content Rights and Handling

Rights to Content that Users post or upload to a Workspace belong to the User or the Team to which the User belongs. The Company may use such Content to the extent necessary to provide the Service.

Users are responsible for the Content they post or upload, including its legality and accuracy.

Access to Content requires membership in the Workspace to which the Content belongs. Merely knowing the URL of Content does not by itself grant access to it. When a member is removed from a Workspace, it may take up to one day for the revocation of access to previously distributed Content (such as images) to fully take effect.

Even after a User is removed from a Team or Workspace, Content already created by that User continues to be used to the extent necessary for the Team's use of the Service, including the display of the creator's name.

The Company has no obligation to constantly monitor Content, but may remove Content or suspend access to it if the Company reasonably determines that the Content violates these Terms.

Except for Content created by Users and Teams, all intellectual property rights in the software, designs, logos, trademarks, and other elements that constitute the Service belong to the Company or to third parties that license them to the Company. Users may not reproduce, modify, distribute, or otherwise exploit these elements beyond the scope necessary to use the Service.

Users may not, without the Company's prior written permission, use the Company's name, logos, or other trademarks in connection with products or services other than the Service, or in any way that implies affiliation with, endorsement by, or sponsorship from the Company.

6. Paid Plans

6.1 Plan Structure

The Service offers a free plan and a paid plan ("Pro"). The paid plan is a monthly subscription billed on a per-seat basis, with one seat consumed by each Admin or Member. Payments for the paid plan are processed through Stripe, our payment processor. The Company does not retain credit card numbers.

6.2 Free Trial

The paid plan comes with a 14-day free trial. Registration of a payment method (credit card) is required to start the trial; no charge is made during the trial period. When the trial period ends, paid billing (charged in advance) starts automatically. A Team Admin may cancel at any time during the trial period, and such cancellation takes effect immediately. In that case, access to the paid features of the Service ends at that time, all Users of the Team other than the Admin who performed the cancellation (including other Admins, Members, and Guests) are removed from the Team, and invitations to people who have not yet created an account are canceled.

6.3 Cancellation

Cancellation of the paid plan takes effect at the end of the current billing period, and you may continue to use the paid features of the Service until that date. After you request cancellation, the number of seats can no longer be changed. If any amount remains unpaid at the time you request cancellation, it is charged at that time. At the end of the billing period, the Team moves to the free plan, all Users of the Team other than the Admin who performed the cancellation (including other Admins, Members, and Guests) are removed from the Team, and invitations to people who have not yet created an account are canceled.

6.4 Refunds

We do not provide prorated refunds for the unused portion of a billing period upon mid-term cancellation. Credits (prepaid balance) are not refunded automatically and are applied to future charges. After the Team has moved to the free plan following cancellation, a Team Admin may request a refund of the entire credit balance (partial refunds are not available).

6.5 Abuse Prevention

If free trials are repeatedly cancelled within a short period, the Company may restrict the start of a new trial for a certain period.

6.6 Consumer Rights

Where applicable law grants consumers a right of withdrawal or termination of the contract, nothing in this section limits that right.

6.7 Disclosures under the Act on Specified Commercial Transactions

The sales price, timing of payment, payment methods, and other matters required to be disclosed under the Act on Specified Commercial Transactions of Japan are set out in our Trade Information disclosure.

7. Changes to and Discontinuation of the Service

The Company may modify the Service or discontinue its provision as necessary. Where a change or discontinuation would have a material impact on Users, the Company will give prior notice a reasonable period in advance; provided, however, that this does not apply in cases of urgent security response, compliance with laws or regulations, or other unavoidable circumstances. The Company's liability in connection with changes to or discontinuation of the Service is governed by Section 12 (Disclaimer of Warranties) and Section 13 (Limitation of Liability).

8. Communications from the Company

The only emails the Company sends are:

• communications necessary to operate the Service, such as invitations to join a Team, notices of changes to these Terms or the Privacy Policy, and security, billing, and account notices; and
• announcements about new features, improvements, and how to use the Service.

Every announcement email includes a way to stop receiving them, and a User may stop receiving them at any time. If a User stops receiving announcements, the Company will still send the communications necessary to operate the Service. The Company does not send advertisements for third-party products or services, does not sell or otherwise provide a User's email address to third parties, and does not use your information for behavioural advertising.

9. Feedback

If a User provides the Company with opinions, requests, suggestions, or similar input regarding the Service ("Feedback"), the Company acquires a non-exclusive right to use the Feedback free of charge and without restriction for the improvement and development of the Service. Users agree not to exercise moral rights with respect to Feedback. Providing Feedback does not give the User any rights in the Service or in the Company's intellectual property.

10. Response to Copyright Infringement

The Company responds to reports that Content on the Service infringes copyright or other intellectual property rights. If you are a copyright holder or an agent of a copyright holder, please contact us at nproc-info@tr-55.com with the subject line "Copyright Infringement Report".

A notification under the U.S. Digital Millennium Copyright Act (DMCA, 17 U.S.C. §512(c)(3)) must include the following:

• A signature (including an electronic signature) of the copyright holder or of a person authorized to act on the copyright holder's behalf.
• Identification of the copyrighted work claimed to have been infringed (by specifying its location (URL) or providing a copy).
• Identification of the location of the allegedly infringing material on the Service.
• The reporter's contact information (address, telephone number, and email address).
• A statement that the reporter believes in good faith that the use is not authorized by the copyright holder, the copyright holder's agent, or the law.
• A statement that the information in the notification is accurate and, under penalty of perjury, that the reporter is the copyright holder or is duly authorized to act on the copyright holder's behalf.

A User whose Content has been removed may submit a counter-notification under 17 U.S.C. §512(g) to the same contact. False or bad-faith reports or counter-notifications may give rise to legal liability, including liability for costs (including attorneys' fees).

The Company has adopted a policy of suspending or terminating, in appropriate circumstances, the accounts of Users who repeatedly infringe copyright.

11. Termination and Survival

If a User materially breaches these Terms, or where necessary for compliance with laws or regulations, the Company may suspend the User's use of the Service or terminate the User's registration without prior notice. In the case of other breaches, the Company will demand that the breach be corrected within a reasonable period, and may suspend the User's use of the Service or terminate the User's registration if the breach is not corrected within that period.

Cancellation of the paid plan is governed by Section 6. Users may delete their accounts through the functions provided within the Service. However, in certain states (for example, where the User is the only Admin of a Team, where a cancellation of the paid plan is in progress, or where a data export is in progress), the account can be deleted once that state is resolved.

Provisions of these Terms that by their nature should survive termination will remain in effect after these Terms end. These include, but are not limited to, provisions concerning ownership of Content and intellectual property rights, confidentiality, disclaimer of warranties, limitation of liability, indemnification, Section 19 (Miscellaneous), and governing law and jurisdiction.

12. Disclaimer of Warranties

Except as expressly provided in these Terms, the Privacy Policy, or the DPA, the Service is provided on an "as is" basis and the Company makes no warranties of any kind, whether express or implied. These include, but are not limited to, warranties that the Service is fit for any particular purpose, accurate, complete, or continuously available, that it does not infringe third-party rights, that it will be provided without interruption, that all defects will be corrected, or that it is free of harmful components.

This section does not exclude any warranty that the Company cannot exclude or limit under the laws applicable to you as a consumer.

13. Limitation of Liability

Except in cases of the Company's willful misconduct or gross negligence, the Company's liability for damages in connection with the Service or these Terms, regardless of the cause of action (default, tort, or otherwise), is limited to direct and ordinary damages actually incurred by the User, and does not include lost profits, loss of data, loss of business opportunities, or other indirect or special damages.

Except in cases of the Company's willful misconduct or gross negligence, the total amount of the Company's liability is capped at the greater of the amount paid to the Company by the User (including the Team to which the User belongs) during the preceding 12 months, or the equivalent of 20 U.S. dollars.

This section does not limit any rights granted to Users under the Consumer Contract Act of Japan or other consumer protection laws, nor does it exclude or limit any liability that cannot be excluded or limited under applicable law.

14. Indemnification

If a third party brings a claim or action against the Company arising out of a breach of these Terms attributable to a User, or out of a User's posting of Content or use of the Service, the User will resolve it at the User's own responsibility and expense, and will compensate the Company for the damages the Company incurs (including reasonable attorneys' fees). Where the User is a consumer, this section applies only to the extent permitted by applicable law.

15. Confidentiality

In these Terms, "Confidential Information" means information that one party (the "Discloser") shares with the other (the "Recipient") that is identified as confidential, or that the Recipient would reasonably understand to be confidential. Content created by Users and Teams is the Confidential Information of that User or Team.

The Recipient may use Confidential Information only to exercise its rights and perform its obligations under these Terms. The Recipient may share Confidential Information only with its officers, employees, agents, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as this section, and the Recipient is responsible for their acts and omissions. The Recipient will protect Confidential Information from unauthorized use, access, or disclosure with the same degree of care it applies to its own confidential information, and in no event with less than reasonable care.

Confidential Information does not include information that:

• becomes publicly available through no fault of the Recipient;
• the Recipient obtains from a third party without a breach of that third party's confidentiality obligations; or
• the Recipient independently develops without use of Confidential Information.

The Recipient may disclose Confidential Information to the extent required by law or by an order of a court or other public authority. In that case, except where expressly prohibited by law, the Recipient will promptly notify the Discloser and reasonably cooperate with the Discloser's efforts to narrow or prevent the disclosure.

The Recipient will destroy Confidential Information promptly upon the Discloser's request, except for copies it must retain to comply with law and copies held in the Recipient's automated back-up systems. Those copies remain subject to the confidentiality obligations of this section while they are retained.

16. Data Processing and Controllership

Your personal data is handled in accordance with our Privacy Policy. Account-layer data (profile, authentication, membership records, etc.) is processed by the Company as the controller. Workspace-layer Content (issues, documents, canvases, comments, etc.) is processed with the Team to which it belongs as the controller and the Company as the processor.

If you use the Service on behalf of an organization, the Data Processing Addendum (DPA) applies as part of these Terms to the processing of personal data between that organization and the Company. If you would like to enter into a separate written DPA, please contact the address in Section 21.

17. Integrations with Third-Party Services

The Service may provide features that integrate with services provided by third parties. By using such integration features, you agree to the following:

• When you connect the Service to a third-party service, you are deemed to have consented to your data being processed in accordance with that third party's terms of service and privacy policy.
• The Company is not responsible for how the third party handles data on its side (including the purposes of use and how long data is retained). You should review and configure the third party's settings as necessary.

For integrations with AI clients (MCP integrations), the following also applies. The Service provides an interface for accessing data via MCP (Model Context Protocol) from AI clients such as Claude, ChatGPT, or Gemini.

• The Company does not invoke any AI / LLM from within the Service. Any summarization, formatting, or similar processing by an AI client is performed by the AI provider that you have selected and contracted with yourself.
• The AI provider is not a subcontractor (subprocessor) of the Company.
• Data sent to AI clients over the MCP integration is designed to be limited to structured, PII-minimized fields; however, because free-text content you enter in issues, documents, and similar items may contain personal data such as names, the Company does not represent that this data contains no personal data. For details, see Section 6 ("Vendors We Engage") of our Privacy Policy.
• The AI provider settings you should review and configure include, for example, the availability of Zero Data Retention and opt-outs from training.

18. Changes to these Terms

The Company may change these Terms. If the Company makes material changes, it will notify you at least 30 days before the changes take effect, by a notice within the Service or by email to your registered email address. If you continue to use the Service after the changes take effect, you are deemed to have agreed to the changes.

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum (DPA), and the disclosure under the Act on Specified Commercial Transactions, constitute the entire agreement between the Company and the User regarding the use of the Service, and supersede any prior agreements or representations regarding the Service. Where the DPA applies, the DPA prevails over these Terms with respect to data processing matters.

19.2 Severability; No Waiver

Even if any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect. The Company's failure to exercise any right under these Terms is not deemed a waiver of that right.

19.3 Assignment

Users may not assign their status under these Terms, or any rights or obligations under these Terms, to a third party without the Company's prior written consent. The Company may have its status under these Terms succeeded to in connection with a merger, business transfer, or other corporate reorganization.

19.4 Force Majeure

The Company is not liable for any delay in, or failure of, the performance of its obligations under these Terms caused by natural disasters, war, terrorism, riots, epidemics, enactment, amendment, or repeal of laws or regulations, power outages, failures of telecommunications lines or cloud infrastructure, or any other event beyond the Company's reasonable control; provided, however, that this does not apply to liability that cannot be exempted under applicable law.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. However, this choice of law does not deprive you of the protection afforded to you by the mandatory rules of the country or region in which you reside.

The Tokyo District Court has exclusive jurisdiction as the court of first instance over any and all disputes relating to these Terms or the Service. However, where, under applicable mandatory rules, a User who is a consumer has the right to bring proceedings in the courts of the country or region in which the User resides, or the right to be sued only in that country or region, this paragraph does not limit those rights.

21. Contact

TR-55 Inc.
Shibuya Mark City West 22F, 1-12-1 Dogenzaka, Shibuya-ku, Tokyo 150-0043, Japan
Email: nproc-info@tr-55.com

Effective date: September 14, 2026