Freya - Terms and Conditions

Last Updated: May 18, 2025

Welcome to Freya, an AI-powered project management assistant (“Service”) provided by NightBlue Inc. (“NightBlue,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of the Freya website, applications, AI functionalities, and any related services (collectively, the “Service”).

Please read these Terms carefully. By accessing or using the Service, you (“User,” “you,” or “your”) signify that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” will refer to that Organization.

1. Description of Service
Freya is an AI-powered project management assistant designed to help users organize, track, and manage their projects by providing insights, suggestions, and automation capabilities. The Service may evolve over time, and features may be added, modified, or removed at our discretion.

2. Eligibility and Account Registration
(a) You must be at least 18 years old to use the Service.
(b) To access certain features, you may need to register for an account. You agree to:
i. Provide accurate, current, and complete information during the registration process.
ii. Maintain and promptly update your account information.
iii. Maintain the security of your password and accept all risks of unauthorized access to your account.
iv. Promptly notify us if you discover or otherwise suspect any security breaches related to the Service or your account.
(c) You are responsible for all activities that occur under your account, whether or not you know about them.

3. User Responsibilities and Acceptable Use
(a) You agree to use the Service only for lawful purposes and in accordance with these Terms.
(b) You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data, information, and content you input, upload, or generate while using the Service (“User Content”).
(c) You acknowledge that Freya utilizes artificial intelligence, and its outputs are based on patterns in data. You agree to:
i. Review and verify any suggestions, outputs, or information provided by Freya before relying on them for critical decisions.
ii. Not use Freya as a substitute for professional advice or independent human judgment.
iii. Understand that AI-generated content may sometimes be inaccurate, incomplete, or biased.
(d) You agree not to:
i. Use the Service in any way that violates any applicable Japanese or international law or regulation.
ii. Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Service.
iii. Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any material on the Service, without our prior written consent.
iv. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
v. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
vi. Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

4. User Content
(a) Ownership: You retain all ownership rights to your User Content.
(b) License to NightBlue: By submitting, posting, or displaying User Content on or through the Service, you grant NightBlue 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 to the extent necessary to provide, maintain, and improve the Service for you, and (if you opt-in or if data is anonymized/aggregated) to improve our AI models and services generally. This license ends when your User Content is deleted from our systems.
(c) Responsibility for User Content: You are solely responsible for your User Content, including its legality, reliability, and appropriateness. NightBlue does not endorse and has no control over User Content. We reserve the right, but are not obligated, to review, monitor, or remove User Content, at our sole discretion, at any time and for any reason, without notice.

5. Intellectual Property Rights
(a) NightBlue IP: The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, and the “Freya” and “NightBlue” names and logos) are owned by NightBlue, its licensors, or other providers of such material and are protected by Japanese and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
(b) Limited License: Subject to your compliance with these Terms, NightBlue grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal project management purposes.
(c) Feedback: If you provide us with any suggestions, comments, or other feedback relating to the Service (“Feedback”), NightBlue may use such Feedback in any way and for any purpose without obligation or compensation to you. All Feedback is and will be treated as non-confidential and non-proprietary.

6. Fees and Payment (If Applicable)
(a) Subscription Fees: Access to certain features of the Service may require payment of subscription fees (“Subscription Fees”). All Subscription Fees are set forth on our website or within the Service and are subject to change.
(b) Payment: You agree to pay all applicable Subscription Fees. We may use a third-party payment processor to bill you. The processing of payments will be subject to the terms, conditions, and privacy policies of the payment processor in addition to these Terms.
(c) Renewals: Unless you cancel your subscription, it will automatically renew for the same subscription period, and you authorize us to charge your payment method for the then-current Subscription Fees.
(d) Taxes: All fees are exclusive of applicable taxes (e.g., consumption tax in Japan), which you are responsible for paying.
(e) No Refunds: Subscription Fees are non-refundable except as required by law or as otherwise stated in our specific refund policy, if any.

7. AI Disclaimer
(a) FREYA IS AN AI-POWERED TOOL. THE OUTPUTS, SUGGESTIONS, AND INFORMATION GENERATED BY FREYA ARE BASED ON ALGORITHMS AND DATA PATTERNS AND MAY NOT ALWAYS BE ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM BIASES.
(b) YOU ACKNOWLEDGE THAT RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED BY FREYA IS SOLELY AT YOUR OWN RISK. FREYA IS NOT A SUBSTITUTE FOR HUMAN OVERSIGHT, CRITICAL THINKING, OR PROFESSIONAL ADVICE (E.G., LEGAL, FINANCIAL, OR PROJECT MANAGEMENT CONSULTING).
(c) NIGHTBLUE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUTS GENERATED BY FREYA. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE VALIDITY AND SUITABILITY OF ANY INFORMATION BEFORE MAKING DECISIONS OR TAKING ACTIONS BASED ON IT.

8. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NIGHTBLUE DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (C) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

SOME JURISDICTIONS, INCLUDING JAPAN, MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NIGHTBLUE, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT SHALL NIGHTBLUE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO NIGHTBLUE FOR THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) OR ITS EQUIVALENT IN JPY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH AS LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF NIGHTBLUE, OR AS OTHERWISE PROVIDED UNDER JAPAN’S CONSUMER CONTRACT ACT.

10. Indemnification
You agree to defend, indemnify, and hold harmless NightBlue, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your User Content, any use of the Service’s content, services, and products other than as expressly authorized in these Terms.

11. Term and Termination
(a) Term: These Terms commence on the date you first accept them and remain in full force and effect while you use the Service, unless terminated earlier in accordance with these Terms.
(b) Termination by You: You may terminate these Terms at any time by ceasing all use of the Service and deleting your account.
(c) Termination by NightBlue: We may suspend or terminate your access to and use of the Service, at our sole discretion, at any time and for any reason, including if you violate these Terms. We will endeavor to provide reasonable notice, but may terminate immediately for serious breaches.
(d) Effect of Termination: Upon termination, all rights and licenses granted to you under these Terms will immediately cease. We will have no obligation to maintain or provide your User Content and may thereafter delete or destroy all copies of your User Content in our possession or control, except as required by law or for legitimate archival purposes. Sections 4(a), 5, 7, 8, 9, 10, 11(d), 13, 14, and 15 will survive termination.

12. Modifications to the Service and Terms
(a) Service Modifications: We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
(b) Terms Modifications: We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. We will notify you of material changes, for example, by posting a notice on our website or sending an email to the address associated with your account. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

13. Governing Law and Dispute Resolution
(a) Governing Law: These Terms and any dispute or claim arising out of, or related to, them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Japan, without giving effect to any choice or conflict of law provision or rule.
(b) Jurisdiction: Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the Tokyo District Court as the court of first instance. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. General Provisions
(a) Entire Agreement: These Terms and our Privacy Policy constitute the sole and entire agreement between you and NightBlue regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.
(b) Waiver: No waiver by NightBlue of any term or condition set out 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, and any failure of NightBlue to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
(c) Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
(d) Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without NightBlue’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. NightBlue may freely assign or transfer these Terms without restriction.
(e) Notices: Any notices or other communications provided by NightBlue under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(f) Language: These Terms may be translated into other languages for convenience. In the event of any conflict or inconsistency between the Japanese version (if one is provided and designated as controlling) and any translations, the Japanese version shall prevail. (If no Japanese version is designated controlling, or if this English version is intended to be primary for international users, adjust accordingly).

15. Contact Information
If you have any questions about these Terms or the Service, please contact us at:

NightBlue Inc.
Tokyo, Japan
root@nightblue.io
https://nightblue.io/