Terms of Service

Last updated: August 4, 2026

Article 1 (General Provisions)

This is a reference translation of the Japanese original. In the event of any discrepancy between this English version and the Japanese version, the Japanese version shall prevail.

These Terms of Service (these “Terms”) set out the conditions on which Speria Inc. (“we,” “us,” or “our”) provides, and on which you may use, “torqee” (including the mobile application, the web application, and the API; the “Service”).
Customers and Users shall use the Service on the basis that they agree to these Terms.
Where we and a Customer have entered into a separate individual agreement concerning the Service, the terms of that individual agreement shall prevail over these Terms.

Article 2 (Definitions)

In these Terms, the following expressions have the meanings set out below.

Customer — a corporation or other organization that has entered into a Service Agreement with us.
User — an individual who belongs to a Customer and has been issued an account for the Service.
Conversation participant — a person who takes part in a conversation recorded by a User through the Service.
Conversation Data — the conversation audio, its transcript, and the content generated from them by the Service.
Output — the meeting notes, summaries, checklists, analyses, and other information generated by the Service using AI.
Service Agreement — the agreement concerning use of the Service formed between us and a Customer under these Terms and the individual agreement.

Article 3 (Formation of Agreement and Accounts)

The Service is provided on an invitation basis, and we do not provide any means for Users to register an account themselves. Accounts are issued through registration by the Customer’s administrator.
Users shall agree to these Terms upon their first login to the Service, or by such other method as we may separately specify, and shall use the Service on that basis.
Customers shall be responsible for ensuring that the Users belonging to them comply with these Terms, and shall bear responsibility for their Users’ use of the Service and for any breach of these Terms by their Users as if it were their own.
Customers and Users shall manage their accounts and authentication credentials under their own responsibility, and shall not allow any third party to use them, or lend, transfer, change the name on, or sell them.
Customers and Users shall bear responsibility for any damage arising from inadequate management of an account, errors in its use, or its use by a third party.
Where a User ceases to belong to the Customer, or where any other circumstance arises in which an account should not be maintained, the Customer shall promptly suspend or delete that account.

Article 4 (Fees)

The fees for the Service, and the method and timing of payment, shall be as set out in the individual agreement between us and the Customer.

Article 5 (Recording and Handling of Conversation Participants)

When recording conversations using the Service and processing them through the Service, Customers and Users shall, in accordance with applicable laws, regulations, and industry rules and under their own responsibility, specify and notify or publicly announce the purpose of use, provide advance notice to conversation participants, obtain their consent where required under applicable law, and take any other necessary measures.
Conversations may contain special care-required personal information (sensitive personal information), such as information about health conditions or beliefs. Customers and Users shall, under their own responsibility, obtain the consent of the individual required in order to acquire such information and take any other necessary measures.
We handle Conversation Data as entrusted by the Customer, and we further subcontract part of its processing to AI service providers and other companies that we select. Customers consent in advance to our carrying out such further subcontracting to the extent necessary to provide the Service. Details of the scope of information handled by our further subcontractors are set out in the Privacy Policy.
The further subcontracting described in the preceding paragraph may include entrustment to companies located outside Japan. Such cases shall be handled as set out in the Privacy Policy.
Because we have no direct contact with conversation participants, we do not obtain consent directly from them.
If a dispute arises with a third party because a Customer or User failed to take the measures set out in this Article, the Customer and the User shall resolve it under their own responsibility and at their own expense, and shall compensate us for any damage we incur.

Article 6 (AI-Generated Content)

We make no warranty whatsoever as to the accuracy, completeness, usefulness, or fitness for any particular purpose of the Output. The Output may contain errors.
The Output does not constitute legal, medical, tax, accounting, or any other professional advice.
Users shall make the final decision, under their own responsibility, as to whether to rely on the Output in their business judgments and whether to adopt its contents.
Where Customers or Users use the Output in decisions that have a significant effect on an individual, such as personnel evaluations, hiring, or disciplinary action, they shall not rely on the Output alone, and shall verify its contents themselves before making the decision.

Article 7 (Prohibited Conduct)

Customers and Users shall not engage in any of the following conduct in connection with their use of the Service.

Conduct that violates laws, regulations, or public order and morals
Conduct that infringes the rights, interests, or reputation of us or any third party
Conduct that interferes with the operation of the Service, or that places an excessive load on our servers or network
Unauthorized access to the Service, or any attempt to do so
Copying, modifying, decompiling, disassembling, or otherwise reverse engineering the Service
Reselling or re-providing the Service to any third party without our prior written consent
Accessing the Service by automated means that we have not authorized
Recording a conversation and processing it through the Service without taking the measures set out in Article 5
Any other conduct that we reasonably determine to be inappropriate

Article 8 (Data Handling)

The handling of personal information in the Service shall be governed by the Privacy Policy that we separately establish.
Conversation Data constitutes personal information managed by the Customer, and we process it as a service provider entrusted by the Customer. Except as set out in Article 9, Paragraph 3, we do not use Conversation Data beyond the scope of the Customer’s instructions.
Where we subcontract the handling of Conversation Data to a third party, we shall impose on that third party obligations equivalent to those set out in these Terms and the Privacy Policy.
We shall take the security measures necessary and appropriate to prevent unauthorized access to, and the loss, damage, or leakage of, Conversation Data.
If any leakage, loss, damage, or other incident occurs in relation to Conversation Data, we shall promptly notify the Customer and take the necessary action in consultation with the Customer.

Article 9 (Intellectual Property)

Rights in the information that a Customer or User inputs into the Service, and in Conversation Data, are reserved to the Customer.
Rights in the Output belong to the Customer to the extent permitted by law. We assert no rights in the Output against the Customer.
We may create and use statistical information processed into a form that cannot identify any individual, in order to maintain and improve the quality of the Service. The creation and use of statistical information under this paragraph fall within the scope of the entrustment made by the Customer to us, and such statistical information shall not be used in any manner that could identify the Customer or a conversation participant.
All intellectual property rights in the software, design, and everything else comprising the Service belong to us or to the rightful owner.

Article 10 (Changes to, Suspension of, and Absence of Warranty for the Service)

We may change the contents of the Service.
We may suspend or interrupt all or part of the Service in any of the following cases. In such cases, we will notify the Customer in advance, except in an emergency or where it is otherwise unavoidable.
- Where we carry out maintenance, inspection, updating, or repair of the equipment used for the Service
- Where provision of the Service becomes difficult due to fire, power failure, a fault in a communication line, or any other cause
- Where an external service used by the Service is suspended or interrupted
- Any other case where we determine it to be necessary for operational or technical reasons
If we discontinue the Service, we will notify the Customer at least three months before discontinuation, except where the individual agreement provides otherwise.
We do not warrant, expressly or impliedly, that the Service is free from defects, that it will be provided without interruption, or that it is fit for any particular purpose.
We do not establish any service level agreement (SLA) regarding the availability of the Service, except where the individual agreement provides otherwise.
We may use, free of charge and without restriction, any opinions, requests, proposals, or other feedback provided to us by a Customer or User regarding the Service, and Customers and Users shall raise no objection to such use. However, where such feedback contains the Customer’s Confidential Information, we will handle it in accordance with Article 11.

Article 11 (Confidentiality)

In these Terms, “Confidential Information” means technical or business information disclosed by one party to the other that is expressly designated as confidential at the time of disclosure. However, Conversation Data and Output shall be treated as the Customer’s Confidential Information whether or not they are expressly designated as such.
Notwithstanding the preceding paragraph, Confidential Information does not include information that:
- was already publicly known at the time of disclosure;
- became publicly known after disclosure through no fault of the receiving party;
- was already lawfully in the receiving party’s possession at the time of disclosure;
- was lawfully obtained from a third party with proper authority and without any duty of confidentiality; or
- was independently developed without reference to the Confidential Information.
We, Customers, and Users shall not use Confidential Information for any purpose other than providing or using the Service, and shall not disclose or leak it to any third party without the other party’s prior written consent. This does not apply where disclosure is required by a government agency or a court under applicable law, in which case the disclosing party shall, to the extent possible, notify the other party in advance.
The obligations under this Article shall survive for three years after the end of the Service Agreement. However, our obligations with respect to Conversation Data and Output shall survive without limitation as to period.

Article 12 (Suspension of Use and Termination)

Where a Customer or User falls under any of the following, we may, without prior demand, suspend the use of all or part of an account, or terminate all or part of the Service Agreement.
- Where they have breached these Terms or the individual agreement
- Where payment of fees is in arrears and is not made within a reasonable period specified by us
- Where they have suspended payment or become unable to pay, or where a petition has been filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, or any similar proceedings
- Where they have been subject to attachment, provisional attachment, provisional disposition, disposition for failure to pay taxes, or any other disposition by a public authority
- Where they have resolved to dissolve or to transfer all or a material part of their business
- Where they have breached the representations and warranties set out in Article 13
- Any other case where we reasonably determine that it is inappropriate to continue providing the Service
Where there is an urgent need to ensure the stable provision or the security of the Service, we may temporarily suspend the use of an account without prior notice. In such cases, we will notify the Customer promptly afterwards.
We shall not be liable for any damage incurred by a Customer or User as a result of measures taken under the preceding two paragraphs.
Where the Service Agreement is terminated under Paragraph 1, the Customer shall automatically forfeit the benefit of time with respect to all obligations owed to us and shall pay them immediately.
Nothing in this Article prevents us from claiming damages from the Customer.

We and Customers each represent and warrant that neither they nor their officers or employees are, and that they will not in the future be, a boryokudan (organized crime group), a member of a boryokudan, a person for whom less than five years have passed since they ceased to be a member of a boryokudan, a quasi-member of a boryokudan, a company affiliated with a boryokudan, a sokaiya (corporate racketeer), a racketeer advocating social or political movements, a crime group specializing in intellectual crimes, or any equivalent person (collectively, “Anti-Social Forces”).
We and Customers each undertake not to engage, whether themselves or through a third party, in violent demands, unreasonable demands beyond legal responsibility, threatening conduct, the use of violence, damage to credit or interference with business through the spread of rumors, deceptive means, or force, or any equivalent conduct.
Where one party breaches either of the preceding two paragraphs, the other party may terminate the Service Agreement immediately without demand, and shall not be liable for any damage thereby incurred by the breaching party.

Article 14 (Disclaimers and Limitation of Liability)

We shall not be liable for any damage incurred by a Customer or User through use of the Service, except where caused by our willful misconduct or gross negligence.
Even where we are liable for damages, our liability shall be limited to direct and actual damages that ordinarily arise, and shall not exceed the amount of fees the Customer paid to us in the month in which the event giving rise to the damage occurred.
We shall not be liable for any dispute arising between a Customer or User and a conversation participant or any other third party.
The preceding paragraphs do not apply to the extent that a limitation of liability is not permitted under mandatory provisions of law.

Article 15 (Force Majeure)

Where performance of an obligation is delayed or becomes impossible due to a natural disaster, an epidemic, war, riot, the enactment or amendment of laws or regulations, an order or disposition by a public authority, an accident affecting transport or communication lines, an interruption of the power supply, a failure of an external service used by the Service, or any other cause beyond the reasonable control of a party, that party shall not be liable therefor.

Article 16 (Termination and Data)

Upon termination of the Service Agreement, Customers and Users will no longer be able to use the Service.
Customers shall, under their own responsibility, export any Conversation Data and Output they require before the Service Agreement ends. At the Customer’s request, we will assist with this in the format and by the method we specify.
After the Service Agreement ends, we will delete Conversation Data and other information from our production systems within the period specified in the individual agreement (or, where the individual agreement does not so provide, within 90 days after termination). Information contained in backups, other copies, and audit logs will be erased in due course upon expiry of the retention period we define, following deletion from the production environment.
Where there is a statutory retention obligation, where retention is necessary to prevent misuse or to resolve a dispute, or where there is another legitimate reason, we may continue to retain information to the extent necessary.
Further details of the treatment under this Article are set out in Articles 9 and 11 of the Privacy Policy.

Article 17 (No Assignment)

Customers and Users shall not assign, transfer, or offer as security to any third party all or part of their rights or obligations, or their contractual position, under these Terms without our prior written consent.
Where we transfer the business relating to the Service to a third party, or carry out a merger, company split, or other corporate reorganization, we may transfer to the successor of that business our contractual position and rights and obligations under these Terms, together with information relating to Customers and Users, and Customers and Users consent to this in advance.

Article 18 (Severability)

Even if any provision of these Terms, or any part of one, is held to be invalid or unenforceable under applicable law, the remainder shall continue in full force and effect. In such a case, we, Customers, and Users shall consult with one another in good faith in order to reach a valid provision that most closely reflects the intent of the provision held invalid or unenforceable.

Article 19 (Survival)

Even after the Service Agreement ends, Article 5, Paragraph 6, Article 8, Article 9, Article 11, Article 14, Article 16, Article 17, Article 18, this Article, Article 21, and Article 22 shall remain in effect.

Article 20 (Changes to These Terms)

We may change these Terms in either of the following cases.
- Where the change conforms to the general interests of Customers and Users
- Where the change is not contrary to the purpose of the Service Agreement and is reasonable in light of the necessity of the change, the appropriateness of the amended contents, and other circumstances relating to the change
Where we change these Terms, we will post the amended contents and the effective date on this page. For changes that have a material effect on a Customer or User, we will provide separate notice at least one month before the effective date.
If a Customer or User uses the Service after the effective date, they shall be deemed to have agreed to the amended Terms.

Article 21 (Governing Law and Jurisdiction)

These Terms shall be governed by the laws of Japan.
In the event of a dispute between us and a Customer or User concerning these Terms or the Service, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Article 22 (Contact Us)

For inquiries regarding these Terms, please contact us at:

Company name: Speria Inc. (株式会社Speria)
Representative: Makoto Nakata, Representative Director and CEO
Address: EAT PLAY WORKS 4F, 5-4-16 Hiroo, Shibuya-ku, Tokyo 150-0012, Japan
Contact: inquiry@speria.jp