Terms and Conditions

Last Updated: September 2026

These Terms and Conditions ("Terms," "Agreement," or "Terms of Use") constitute a legally binding agreement between you ("you," "your," or "User") and Osarizawa ("Company," "we," "us," or "our") governing your access to and use of the osarizawa.com website located at osarizawa.com (the "Site"), together with all related software-as-a-service platforms, applications, tools, features, content, and services offered by the Company (collectively, the "Service"). By accessing, browsing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Cookie Policy, each of which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must immediately discontinue use of the Service.

Your use of the Service is also subject to all applicable federal, state, and local laws and regulations of the United States, including but not limited to the Federal Trade Commission Act § 5, 15 U.S.C. § 45 ("FTC Act"), the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401-8405 ("ROSCA"), and Article 2 of the Uniform Commercial Code ("UCC") as adopted in the applicable state. In jurisdictions where the Uniform Computer Information Transactions Act ("UCITA") has been adopted, including Maryland, Virginia, and Louisiana, your transaction may additionally be subject to the provisions of UCITA to the extent not preempted or modified by these Terms. Nothing in these Terms shall be construed to waive or limit any protections available to you as a consumer under mandatory applicable law.

1. Acceptance of Terms

By creating an account, subscribing to a plan, clicking to accept these Terms, or otherwise using the Service, you represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract. If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the term "you" shall refer to such entity and its affiliates, officers, employees, and agents. The Service is not directed to children under the age of thirteen (13), and you may not use the Service if you are under thirteen (13) years of age.

Your agreement to these Terms is electronic. Pursuant to the Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), 15 U.S.C. § 7001 et seq., and applicable state laws, your electronic assent constitutes a valid and enforceable signature. You agree that we may provide all notices, disclosures, amendments, and other communications to you electronically, either by posting them on the Site, via email to the address associated with your account, or through the Service interface. It is your responsibility to maintain accurate contact information and to review these Terms periodically.

If you are accessing the Service from outside the United States, you do so at your own initiative and are responsible for compliance with all applicable local laws. The Service is controlled and operated from facilities within the United States, and we make no representation that the Service is appropriate or available for use in any particular location. Access to the Service from territories where its content or use is illegal is strictly prohibited.

2. Use of Service

Subject to your continued compliance with these Terms and, where applicable, timely payment of fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes in accordance with these Terms and any applicable documentation. This license does not constitute a sale of the Service or any copy thereof, and all rights not expressly granted to you are reserved by the Company and its licensors. You may not use the Service for any purpose other than as expressly authorized without our prior written consent.

Certain features of the Service may require registration, subscription, or payment of fees. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate and complete. Failure to do so constitutes a breach of these Terms and may result in suspension or termination of your account. If you purchase a subscription, you agree to pay all applicable fees and taxes in accordance with the pricing and billing terms presented to you at the time of purchase. In accordance with ROSCA, we will obtain your express informed consent before charging you for any subscription, free-trial conversion, or negative-option feature, and we will provide clear and conspicuous notice of all material terms prior to obtaining your billing information.

The Company reserves the right, in its sole discretion, to modify, suspend, or discontinue the Service, or any part thereof, temporarily or permanently, with or without notice. We also reserve the right to establish limits on the storage capacity, bandwidth usage, number of transactions, or other metrics relating to your use of the Service. The Service may include links to third-party websites, integrations, or services that are not owned or controlled by the Company; your use of such third-party resources is governed solely by the terms and policies of those third parties, and we disclaim all liability arising therefrom.

3. User Obligations

You agree to use the Service only for lawful purposes and in a manner consistent with these Terms and all applicable laws, rules, and regulations. Without limiting the foregoing, you agree not to: (i) use the Service in any way that violates any applicable federal, state, local, or international law or regulation; (ii) transmit, upload, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, infringing, or otherwise objectionable; (iii) interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure; (iv) attempt to gain unauthorized access to the Service, related systems, or networks; (v) use any automated means, including robots, spiders, scrapers, or data mining tools, to access or monitor the Service without our prior written consent; (vi) circumvent, disable, or otherwise interfere with security-related features of the Service; or (vii) use the Service to send unsolicited communications or advertisements in violation of applicable law, including the Controlling the Assault of Non-Solicited Pornography And Marketing Act ("CAN-SPAM Act"), 15 U.S.C. § 7701 et seq.

You are solely responsible for all activity that occurs under your account, including the acts and omissions of any authorized users, employees, contractors, or agents. You agree to maintain the confidentiality of your account credentials, including your username and password, and to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this Section. We reserve the right to suspend or terminate your account and refuse all current or future use of the Service if we suspect or determine that you have violated these User Obligations.

If you submit, upload, transmit, or otherwise make available any content, data, materials, or information through the Service ("User Content"), you represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and permissions to use and authorize us to use such User Content as contemplated by these Terms; (b) the User Content does not infringe, misappropriate, or violate any third-party intellectual property rights, publicity rights, privacy rights, or applicable law; and (c) the User Content complies with all applicable data protection and privacy requirements, including but not limited to the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506, the Health Insurance Portability and Accountability Act ("HIPAA") where applicable, the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6809, the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CPRA"), and other applicable state comprehensive privacy laws. You acknowledge that you are solely responsible for the accuracy, quality, integrity, and legality of all User Content.

4. Intellectual Property Rights

All content, materials, software, technology, algorithms, user interfaces, trade dress, designs, text, graphics, logos, images, audio, video, data compilations, and other intellectual property made available through the Service, excluding User Content, are and shall remain the exclusive property of the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Nothing in these Terms grants you any right, title, or interest in or to the Service or any Company intellectual property except for the limited license expressly set forth in Section 2.

The Company's name, logo, product names, service marks, trademarks, and trade names ("Company Marks") are proprietary to the Company. You may not use, reproduce, modify, distribute, or display any Company Marks without our prior written consent, except as necessary to identify the Company as the source of the Service. Any unauthorized use of the Company Marks is strictly prohibited and may constitute infringement under the Lanham Act, 15 U.S.C. § 1051 et seq., or applicable state unfair competition laws.

By submitting User Content to the Service, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content solely for the purpose of providing, maintaining, improving, and promoting the Service and as otherwise necessary to perform our obligations under these Terms. You also irrevocably waive any moral rights or similar rights you may have in such User Content to the extent permitted by applicable law. If you provide the Company with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and acknowledge that the Company may use such Feedback for any purpose without compensation or attribution to you.

5. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Osarizawa, its affiliates, officers, directors, employees, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, business interruption, or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not the Company has been informed of the possibility of such damage.

Except to the extent prohibited by applicable law and without limiting the foregoing, the total aggregate liability of the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers arising out of or relating to these Terms or your use of the Service shall not exceed the greater of: (i) the amount you have paid to the Company for access to and use of the Service during the twelve (12) months immediately preceding the event giving rise to liability, or (ii) one hundred United States dollars (USD $100). The limitations of liability set forth in this Section shall apply even if your remedies under these Terms fail of their essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages or liability, so the above limitations and exclusions may not apply to you. In such jurisdictions, the Company's liability shall be limited to the maximum extent permitted by law. The parties agree that the limitations and exclusions of liability in this Section represent a reasonable allocation of risk between the parties, are fundamental elements of the bargain between the parties, and shall survive termination of these Terms.

6. Disclaimers

Your use of the Service is at your sole risk. The Service is provided on an "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE" basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, non-infringement, and any warranties arising out of course of dealing, course of performance, or trade usage. Without limiting the foregoing, the Company does not warrant that the Service will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components, or that any defects will be corrected.

Any reliance you place on information, materials, or content made available through the Service is strictly at your own risk. The Company does not warrant or make any representations concerning the accuracy, likely results, reliability, or outcomes of the use of any materials on the Service. To the extent that applicable state law, including the UCC, implies warranties that cannot be disclaimed, the duration and scope of any such implied warranties shall be limited to the minimum extent permitted by law.

The Service may provide features or integrations designed to assist users with compliance, productivity, analytics, or other business functions. However, the Company does not provide legal, financial, accounting, medical, or professional advice, and nothing in the Service should be construed as a substitute for professional advice tailored to your specific circumstances. You should consult with a qualified professional before making decisions based on information obtained through the Service. The Company specifically disclaims any liability for actions taken or not taken by you in reliance on the Service.

7. Indemnification

You agree to indemnify, defend, and hold harmless Osarizawa, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) arising out of or relating to: (i) your access to or use of the Service; (ii) your User Content; (iii) your violation of these Terms or any applicable law, rule, or regulation; (iv) your violation of any third-party right, including any intellectual property, privacy, publicity, or proprietary right; or (v) your negligence, willful misconduct, or fraudulent activity.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such event, you agree to cooperate with our defense of such claim. You agree not to settle any claim without our prior written consent. This indemnification obligation shall apply regardless of whether the claim arises during or after the term of your use of the Service and shall survive termination of these Terms and your account.

Your indemnification obligations under this Section are in addition to, and not in lieu of, any other remedies that may be available to the Company under these Terms, at law, or in equity. If you are obligated to indemnify us under this Section, we may, in our sole discretion and without limiting our other rights or remedies, set off any amounts payable by you against any amounts that we may owe to you, or suspend or terminate your access to the Service until the underlying claim is resolved to our reasonable satisfaction.

8. Governing Law

These Terms and any dispute or claim arising out of or relating to these Terms, the Service, or your relationship with the Company shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that the application of UCC Article 2, as adopted by the State of Delaware, shall apply to the extent relevant to transactions involving the Service.

Notwithstanding the foregoing, federal law, including the FTC Act, ROSCA, the E-SIGN Act, the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and other applicable federal statutes, shall govern to the extent it preempts state law. To the extent you are located in a state that has adopted UCITA, including Maryland, Virginia, or Louisiana, the provisions of UCITA shall apply only to the extent not inconsistent with these Terms and only to computer information transactions within the scope of that act. If any provision of these Terms is held invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

You agree that any cause of action arising out of or related to the Service or these Terms must commence within one (1) year after the cause of action accrues, except where a longer period is required by applicable statute of limitations. Failure by the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

9. Dispute Resolution

9.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. The parties agree to negotiate in good faith for a period of at least thirty (30) days following written notice of the dispute. If the dispute is not resolved within such thirty (30) day period, either party may pursue formal dispute resolution as set forth below.

9.2 Binding Arbitration

Except for disputes that qualify for small claims court or equitable relief, any dispute, controversy, or claim arising out of or relating to these Terms or the Service, including the formation, interpretation, breach, termination, enforceability, or validity thereof, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted by a single arbitrator in the English language in Wilmington, Delaware, unless the parties mutually agree to a different location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

9.3 Class Action Waiver

You agree that any proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to participate in class actions, class-wide arbitration, private attorney general actions, or any other proceeding in which either party acts or proposes to act in a representative capacity. If this class action waiver is found to be unenforceable, then the entirety of this Dispute Resolution Section shall be null and void, and any dispute shall be resolved exclusively in the state or federal courts located in Delaware as set forth below.

9.4 Court Venue

Notwithstanding the arbitration provisions above, either party may bring an action in court seeking injunctive or other equitable relief to prevent irreparable harm pending the resolution of arbitration. In any such action, or in the event the arbitration agreement is deemed unenforceable, you consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or inconvenient forum in such courts.

10. Termination

These Terms shall remain in full force and effect while you use the Service. We reserve the right, in our sole discretion and without prior notice or liability, to suspend, disable, or terminate your account and your access to all or any portion of the Service for any reason, including but not limited to your breach of these Terms, suspected fraud or illegal activity, non-payment of fees, or prolonged inactivity. Upon termination, all licenses and rights granted to you under these Terms shall immediately cease, and you must discontinue all use of the Service.

You may terminate your account at any time by following the account closure procedures available through the Service or by contacting us at [email protected]. Termination of your account will not relieve you of any obligation to pay all accrued charges and fees, and any outstanding amounts shall become immediately due and payable. Upon termination, we may, but are not obligated to, delete or retain your User Content and account data in accordance with our Privacy Policy, applicable law, and our internal data retention practices.

All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnification, limitation of liability, dispute resolution, governing law, and any accrued payment obligations. The Company's failure to insist upon strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.

11. Changes to Terms

We reserve the right, in our sole discretion, to modify, update, or replace these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on this page with a revised "Last Updated" date, by sending an email to the address associated with your account, or by providing notice through the Service interface, at least thirty (30) days before such changes become effective, where required by applicable law. Your continued use of the Service after any such changes constitutes your acceptance of the revised Terms.

If you do not agree to the modified Terms, you must stop using the Service and terminate your account. Material changes may include, but are not limited to, changes to fees or billing methods, modifications to your rights or obligations, changes to dispute resolution procedures, or updates required by changes in applicable law, including privacy laws such as the CPRA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and other state comprehensive privacy laws. We encourage you to review these Terms periodically to stay informed of any updates.

Any modifications to these Terms will be effective as of the date specified in the updated version. No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to enforce any right or provision under these Terms will not constitute a waiver of future enforcement of that right or provision.

12. Contact Information

If you have any questions, concerns, or comments regarding these Terms, the Service, or your account, please contact us using the information below. We will respond to your inquiry as promptly as reasonably practicable and in accordance with applicable law.

Osarizawa
Email: [email protected]
Phone: +19852141751
Address: One World Trade Center, 285 Fulton Street, New York, NY 10007, United States

All notices to the Company under these Terms should be sent to the address set forth above or to such other address as we may designate by notice to you. Notices sent by email will be deemed received twenty-four (24) hours after transmission, provided that no bounce-back or delivery failure message is received. Notices sent by certified mail, return receipt requested, will be deemed received three (3) business days after mailing.

These Terms, together with the Privacy Policy, Cookie Policy, and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and Osarizawa with respect to the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set forth in these Terms.