Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your use of ntsock.com and the Nstock equity management platform (collectively, the "Service") operated by Nstock K.K. ("the Company," "we," "us," or "our") (Shibuya 2-24-12, Shibuya-ku, Scramble Square 18F, Tokyo 150-0002, Japan). By creating an account or using the Service you accept these Terms in full. Nothing in these Terms limits any statutory rights you hold under the laws of your country of residence.

2. Description of the Service

Nstock provides cap table management, zeisei-tekikaku stock option compliance checking, grant generation, vesting tracking, dilution modeling, and related reporting tools for Japanese startups. The Service is designed to help founders and their teams administer equity programs in conformity with Japan's tax-qualified option rules, but it does not constitute legal or tax advice. Founders remain responsible for obtaining professional advice on their specific circumstances and for ensuring that grants comply with applicable law.

3. Use of the Service

• You must be of legal age in your jurisdiction or have appropriate corporate authority to bind the entity on whose behalf you are using the Service.
• You agree not to use the Service unlawfully, to interfere with its operation, or to attempt unauthorised access to any system or data.
• You may not scrape, reverse-engineer, or reproduce the Service or its outputs except as permitted by mandatory law.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4. Intellectual Property

The Service, including its compliance logic, templates, and user interface, is owned by Nstock K.K. or its licensors and is protected by applicable intellectual property law. We grant you a limited, non-exclusive, non-transferable licence to use the Service for its intended purpose of managing your company's equity program. Nothing in these Terms transfers ownership of any intellectual property to you.

5. Your Data and Content

You retain ownership of the cap table records, option grant data, and other corporate information you submit to the Service. You grant us a limited licence to use, store, and process that data solely to provide the Service to you, including running compliance checks, generating documents, and producing reports you request.

We do not use your equity records, shareholder data, or option grant details to train machine learning models without your explicit written consent. Anonymised, aggregated usage data (for example, feature adoption metrics) may be used to improve the Service without identifying your company or its data subjects.

6. Subscription and Payment

Paid plans are billed in advance on a monthly or annual basis as selected at signup. Fees are shown on the Pricing page and are subject to change with 30 days' notice. You may cancel at any time; cancellation takes effect at the end of the current billing period. We do not offer refunds for partial periods except where required by mandatory law.

7. Disclaimers

The Service is provided on an "as is" and "as available" basis. We disclaim all warranties to the maximum extent permitted by Japanese and applicable law, including implied warranties of merchantability and fitness for a particular purpose. We do not warrant that zeisei-tekikaku compliance checks will account for every future regulatory change or that generated documents will be accepted by tax authorities in all circumstances. Mandatory statutory warranties that cannot be excluded remain in effect.

8. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total liability for any claim arising from or related to the Service will not exceed the greater of JPY 10,000 or the amount you paid to us in the three months preceding the event giving rise to the claim. We are not liable for indirect, consequential, or incidental damages, including lost profits or data loss. Nothing in these Terms excludes liability that cannot be limited under mandatory Japanese law.

9. Indemnification

You agree to indemnify and hold harmless Nstock K.K. from any claims, damages, or costs arising from your use of the Service in breach of these Terms, your violation of any third-party right, or the accuracy of data you submit to the Service.

10. Termination

We may suspend or terminate your access to the Service for material breach of these Terms, non-payment of fees, or where required by law. On termination you may export your data in the formats available within the Service for a period of 30 days. Sections that by their nature survive termination, including intellectual property, limitation of liability, and indemnification, will remain in effect.

11. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. Disputes are subject to the non-exclusive jurisdiction of the competent courts in Tokyo, Japan, without prejudice to any mandatory consumer protection rights that apply in your country of residence.

12. Changes and Contact

We may update these Terms from time to time. Material changes will be posted with a new "Last updated" date and, for significant changes, notified to active account holders by email. Continued use after the effective date of a change constitutes acceptance of the revised Terms.