These Terms of Service (the "Terms") govern your access to and use of the products, services, websites, and applications provided by Mizumi AI Inc. ("Mizumi", "we", "us", or "our"), including any AI-powered tools, software, APIs, dashboards, embedded widgets, integrations, and related services (collectively, the "Services").
By using the Services, you represent and warrant that:
The Services are provided by Mizumi AI Inc., a corporation organized and existing under the laws of the State of Delaware, USA, with its principal place of business at 8 The Green, Suite B, Dover, Delaware 19901, USA.
For questions regarding these Terms, you may contact us at:
Mizumi AI Inc.
8 The Green, Suite B
Dover, Delaware 19901, USA
Email: [email protected]
Mizumi provides AI-powered software and related tools designed to assist hotels and other hospitality operators with omnichannel guest communication, automated responses, payments, and integration with Property Management Systems (PMS) and other third-party services.
Mizumi may modify, add, suspend, discontinue, or remove features and functionality of the Services at any time and in its sole discretion, with or without notice. Mizumi will have no liability to you or any third party for any such modification, suspension, or discontinuation.
To access certain Services, you must create an account. You agree to (a) provide accurate and complete registration information, (b) maintain and promptly update such information, (c) keep your credentials confidential, and (d) be responsible for all activity that occurs under your account. You must promptly notify Mizumi at [email protected] of any unauthorised use of your account or any other suspected security breach.
Use of paid Services is subject to the fees set forth in the applicable order form, quote, or online sign-up flow ("Order"). Unless otherwise stated in writing by Mizumi:
You agree not to, and not to permit any third party to:
The Services may be used to send SMS, MMS, and messaging-app text communications to guests and other recipients using mobile phone numbers you provide or that guests provide to a hotel using the Services. By providing a mobile phone number to the Services (or, where you are a hotel customer, by enrolling a guest's mobile phone number into the Services), you represent and warrant that:
Recipients of messages sent through the Services should understand that standard message and data rates may apply from their mobile carrier, that message frequency depends on the hotel's communications and on the recipient's interactions, and that they may opt out of non-transactional messages at any time by replying STOP to a message from the hotel's sending number, or obtain help by replying HELP. Mizumi is not the sender of any message dispatched on a hotel's behalf and is not responsible for the content of those messages.
Your indemnity in Section 16 (By You) extends to all claims, fines, penalties, and losses arising from your use of the Services to send SMS, MMS, or messaging-app communications, including any allegation of non-compliance with the TCPA or any equivalent law, any class-action claim, and any carrier or platform action (including suspension, fees, or pass-through penalties).
"Customer Data" means data, content, and information submitted to the Services by you, your users, or your guests, or generated by the Services on your behalf. As between the parties, you retain all right, title, and interest in and to Customer Data. You grant Mizumi a worldwide, non-exclusive, royalty-free, fully paid-up licence to host, copy, transmit, process, display, and otherwise use Customer Data to (i) provide, support, secure, and improve the Services, (ii) prevent or address technical or security issues, (iii) comply with law or a binding governmental request, and (iv) create and use De-Identified Data.
"De-Identified Data" means data derived from Customer Data that has been aggregated and/or irreversibly stripped of information that identifies an individual or your organisation. Mizumi may use De-Identified Data for any lawful purpose, including operating, developing, training, and improving its products, services, and machine learning models, and Mizumi owns all right, title, and interest in De-Identified Data and any derivatives thereof.
Mizumi's collection and processing of personal data is described in the Mizumi Privacy Policy, which is incorporated into these Terms by reference. Where you act as a data controller and Mizumi acts as a processor with respect to personal data of EU/EEA residents (or residents of other jurisdictions with similar requirements), the parties will execute Mizumi's standard Data Processing Agreement (DPA), which prevails over these Terms with respect to such processing.
You are responsible for the lawfulness of Customer Data, for obtaining all necessary consents and providing all required notices to the individuals to whom Customer Data relates, and for ensuring that your use of the Services complies with applicable privacy and communications law.
The Services interoperate with third-party products and services that you may choose to enable, including but not limited to Property Management Systems (Mews, Cloudbeds, Smile), payment processors (Datatrans, Stripe, VNPay, OnePay, MoMo, ZaloPay, PayPal, Square), messaging channels (Meta/WhatsApp/Facebook/ Instagram, Twilio, Zalo, WeChat), AI providers (OpenAI, Google), and analytics and email providers ("Third-Party Services").
Your use of any Third-Party Service is governed by the terms of that service. Mizumi does not control and is not responsible for Third-Party Services, and we make no warranty regarding their availability, performance, or content. Enabling a Third-Party Service authorises Mizumi to exchange the Customer Data necessary for that integration with the relevant provider.
Certain Services use machine learning and large language models, including those provided by third-party sub-processors, to generate text, summaries, classifications, and recommendations ("AI Outputs"). Due to the nature of generative AI, AI Outputs may be inaccurate, incomplete, biased, offensive, misleading, or otherwise unsuitable, may not be unique to you, and may be similar to outputs received by other users.
You acknowledge and assume all risks associated with AI Outputs and are solely responsible for evaluating, validating, and using AI Outputs at your own discretion. You must not rely on AI Outputs for any consequential decision (including pricing quotes, booking confirmations, payment instructions, refund commitments, legal advice, medical statements, or other communications that could create a legally binding obligation) without independent human review.
Mizumi makes no representation that AI Outputs are accurate, original, non-infringing, or fit for any particular purpose. Mizumi has no liability for any damages, losses, claims, or commitments arising out of or relating to your use of, or reliance on, AI Outputs, and the indemnity in Section 16 (By You) extends to all such use and reliance.
As between you and Mizumi, AI Outputs delivered to you through the Services may be used by you in connection with your authorised operation of the Services, subject to these Terms.
The Services, including all software, algorithms, models, designs, documentation, trademarks, and other materials provided by Mizumi, are owned by Mizumi or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, Mizumi grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of your subscription, solely for your internal business purposes.
You may submit feedback, suggestions, and ideas about the Services ("Feedback"). You grant Mizumi a perpetual, irrevocable, royalty-free, worldwide licence to use Feedback for any purpose without restriction or compensation.
Each party may disclose to the other ("Recipient") information that is marked confidential or that should reasonably be understood to be confidential ("Confidential Information"). The Recipient will (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care, and (b) use Confidential Information only as necessary to perform under or exercise rights under these Terms. Confidential Information does not include information that is or becomes publicly known without breach, was rightfully known prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed.
Mizumi does not commit to any specific level of availability, uptime, response time, or throughput, and no service-level agreement applies to the Services unless executed in a written agreement signed by an authorised officer of Mizumi that expressly references and modifies this Section. Mizumi may perform maintenance and may suspend or rate-limit any portion of the Services at any time, with or without notice, and is not liable for any consequences of any unavailability, latency, or limitation. Mizumi provides support at its discretion via [email protected], with no guaranteed response time.
Audit Cooperation. Upon Mizumi's request, you will promptly provide reasonable cooperation and information necessary to verify your compliance with these Terms (including usage limits, user counts, and channel volumes). Any underpayment identified by such verification is immediately due and payable, together with interest as set forth in Section 5.
Mizumi may offer alpha, beta, preview, or other pre-release features (collectively, "Beta Features") that are clearly identified as such. Beta Features are provided "as is" and "as available", may be modified or discontinued at any time, and are excluded from any warranty, indemnity, or service-level commitment.
Each party warrants that it has the legal authority to enter into these Terms. Except for the foregoing, and to the maximum extent permitted by applicable law, the Services, AI Outputs, documentation, support, and any other materials provided by Mizumi are provided "as is", "as available", and "with all faults". Mizumi expressly disclaims all warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or arising from course of dealing or usage of trade, including any implied warranty or condition of merchantability, fitness for a particular purpose, title, accuracy, quiet enjoyment, system integration, security, and non-infringement. Mizumi does not warrant that the Services will be uninterrupted, secure, error-free, bug-free, or free of harmful components, that any defect will be corrected, that AI Outputs will be accurate or appropriate, that the Services will meet your requirements or expectations, or that the Services will operate in combination with any third-party hardware, software, or service.
You assume all risk associated with your selection and use of the Services. No advice or information, whether oral or written, obtained by you from Mizumi or through the Services creates any warranty not expressly stated in these Terms.
To the maximum extent permitted by applicable law, in no event will Mizumi, its affiliates, or any of their respective officers, directors, employees, agents, or sub-processors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or use of data, or for any cost of substitute goods or services, arising out of or relating to these Terms, the Services, or any AI Output, whether based in contract, tort (including negligence), strict liability, statute, or otherwise, and even if Mizumi has been advised of the possibility of such damages, and regardless of whether any remedy fails of its essential purpose.
Mizumi's total cumulative liability arising out of or relating to these Terms, the Services, or any AI Output will not exceed the amounts actually paid by you to Mizumi under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.
The limitations in this Section apply to all causes of action in the aggregate, including with respect to Mizumi's indemnification obligations under Section 16. Nothing in this Section limits your obligation to pay fees owed to Mizumi or your indemnification obligations under Section 16 (By You). The limitations apply to the maximum extent permitted by law; if any limitation is held unenforceable, the remainder of this Section will continue to apply.
Time Limitation on Claims. Any claim or cause of action against Mizumi arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.
By Mizumi. Mizumi provides no indemnification of any kind to you, including no indemnification for any claim of intellectual property infringement, misappropriation, or violation of any third-party right. If the Services become, or in Mizumi's opinion are likely to become, the subject of an infringement claim, Mizumi may, at its sole option and at any time: (a) procure the right for you to continue using the Services, (b) modify or replace the Services to reduce or eliminate the alleged infringement, or (c) terminate the affected Services without refund. The foregoing states Mizumi's entire obligation and your exclusive remedy in connection with any such claim.
By You. You will defend, indemnify, and hold harmless Mizumi, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the rights of any third party or any law; (b) your or your users' violation of these Terms, applicable law (including communications, telemarketing, anti-spam, consumer protection, and privacy law), or any third party's rights; (c) your use of any AI Output, including any commitment, statement, or representation made through the Services to a guest or other third party; (d) your use of the Services in connection with any Third-Party Service or in breach of any Third-Party Service's terms; (e) any guest, employee, or third-party claim relating to the operation of your business or property; and (f) any tax, duty, or governmental charge attributable to your use of the Services (other than taxes on Mizumi's net income).
Mizumi may, at its option and in its sole discretion, assume exclusive control of the defence and settlement of any claim for which you owe indemnification, with counsel of its choice and at your expense. You may not settle or compromise any such claim without Mizumi's prior written consent.
These Terms commence on the date you first accept them and continue until terminated. You may terminate only for cause, and only if Mizumi materially breaches these Terms and fails to cure the breach within 90 days of your written notice. Mizumi may terminate or suspend the Services, your account, or these Terms, in whole or in part, at any time and for any reason or no reason, with or without notice and without liability to you, including (without limitation) (i) for any breach by you, (ii) if your use of the Services poses any security, legal, reputational, or commercial risk in Mizumi's sole judgment, (iii) for any failure or delay in payment, (iv) if Mizumi elects to discontinue the Services or any feature, or (v) for convenience at any time. Termination for any reason does not entitle you to any refund of fees paid or relieve you of any payment obligation.
Upon termination, all of your rights to access and use the Services cease, all outstanding fees become immediately due and payable, and you remain liable for fees committed under any unexpired Order. Mizumi may, at its sole discretion and on a written request made within 30 days after termination, make Customer Data available to you for export in a commercially reasonable format, after which Mizumi may delete Customer Data in accordance with its data retention practices and is under no obligation to retain it. Sections that by their nature should survive termination (including Sections 5, 7, 8, 9, 10, 11, 14, 15, 16, 18, 20, and 21) will survive.
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in the State of Delaware, and you irrevocably consent and submit to the personal jurisdiction of, and waive any objection to venue in, such courts.
Each party waives any right to a jury trial. You agree that any dispute will be brought solely in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. If any portion of this class-action waiver is held unenforceable, the entire dispute resolution provision will be deemed void as to that portion, but the remainder of these Terms will remain in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods and any local consumer-protection laws to the extent they may otherwise apply are excluded.
Mizumi is entitled to seek injunctive or equitable relief in any court of competent jurisdiction, without bond or other security, to protect its intellectual property, Confidential Information, or fees owed.
Mizumi may provide notices to you by email to the address associated with your account, by posting to the Services, or by any other reasonable means. Notices are effective when sent or posted. You may provide notice to Mizumi only at [email protected], and such notice is effective only when actually received by Mizumi.
Mizumi may modify these Terms at any time by posting an updated version and updating the "Last Updated" date. Modifications become effective immediately upon posting (or, where required by applicable law, after such longer period as the law requires). Your continued use of the Services after the effective date of any modification constitutes your binding acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
You grant Mizumi a worldwide, royalty-free licence to use your name, logo, trademarks, and a factual description of your use of the Services in Mizumi's customer lists, case studies, marketing collateral, website, investor materials, and similar promotional contexts, in each case subject to your reasonable brand guidelines provided in writing. You may opt out of further such use by emailing [email protected]; the opt-out applies prospectively only.
Entire Agreement; Order of Precedence. These Terms, together with the Privacy Policy, any DPA, and any Orders, constitute the entire agreement between you and Mizumi regarding the Services and supersede all prior or contemporaneous agreements, understandings, communications, proposals, and representations. In the event of any conflict, these Terms control over any Order, purchase order, vendor onboarding document, click-through, or other writing submitted by you, regardless of whether Mizumi has signed, accepted, or processed it. No additional or different terms in any document issued by you (including any pre-printed terms on a purchase order) will have any force or effect.
Assignment. You may not assign, delegate, or transfer these Terms or any rights or obligations under them, in whole or in part, by operation of law or otherwise, without Mizumi's prior written consent (which may be withheld in Mizumi's sole discretion). Any purported assignment in violation of this Section is void. A change of control of you constitutes an assignment requiring consent. Mizumi may assign these Terms freely, in whole or in part, without notice or consent.
No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Mizumi and their permitted successors and assigns. Mizumi's affiliates, officers, directors, employees, agents, and sub-processors are intended third-party beneficiaries and are entitled to enforce the provisions of these Terms that benefit them (including Sections 14, 15, and 16). No other person has any right under these Terms.
Severability; Waiver. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. The failure of Mizumi to enforce any provision is not a waiver of its right to do so later.
Force Majeure. Mizumi will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour conditions, internet, network, or utility outages, denial-of-service attacks, third-party service failures, or pandemics. Your payment obligations are not excused by any force-majeure event.
Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, employment, or agency relationship, and neither party has authority to bind the other.
Export and Sanctions. You will comply with all applicable export-control and sanctions laws. You represent that you are not, and are not owned or controlled by, any party located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive US sanctions, and that you are not on any restricted-party list maintained by the US, UN, EU, or UK.
Government End Users. The Services are "commercial computer software" and "commercial computer software documentation". Any use, modification, reproduction, release, performance, display, or disclosure by US government end users is subject solely to these Terms.
Headings; Construction. Section headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation". Any rule of construction that ambiguities are resolved against the drafting party does not apply to these Terms.
Electronic Signature. You consent to the use of electronic signatures and electronic records in connection with these Terms, and you waive any right to require a handwritten signature.