Terms of Service

1. These Terms apply to all relationships between us and the User concerning the provision of the Service. The Service is a business-to-business (B2B) service for corporations and sole proprietors and is not intended for consumers.
2. The Fee Terms we set form part of these Terms.
3. The Service Agreement consists of the following documents.
   1. (1) These Terms: apply to all Users.
   2. (2) The Fee Terms: apply to all Users. Fees arise only for the features the User has applied for.
   3. (3) Addenda: terms we set separately for a particular service. An Addendum applies only to Users that have applied for that service and agreed to that Addendum.
   4. (4) The Order Form and other Individual Agreements: set out the features used, the applicable rate, the start date, the payment method, and individual terms.
4. Where we and the User agree in writing (including by electronic means; the same applies below) on terms that differ from these Terms, the Fee Terms, or an Addendum (including by an Order Form; an "Individual Agreement"), the Individual Agreement prevails for those matters.
5. Where the documents differ on the same matter, the Individual Agreement prevails first. For matters without an Individual Agreement, the Fee Terms prevail over these Terms on matters concerning fees, and an Addendum prevails over these Terms on matters specific to the service it covers. Where an Addendum and the Fee Terms differ on the service the Addendum covers, the Addendum prevails.
6. An Addendum does not apply to a User that has not applied for the service it covers.

In these Terms, the following terms have the meanings below.

1. (1) "Platform": the system we provide that manages orders, inventory, and shipments across multiple sales channels and inventory locations
2. (2) "Feature": a unit of the Platform that the User can apply for and use individually (such as order routing, in-store pickup, in-store orders, restock notifications, and EC referral). The list of Features is set out in the Order Form and the Fee Terms.
3. (3) "Connected Apps": applications we provide through the Shopify App Store or elsewhere to connect external services to the Service
4. (4) "Order Form": the form we prescribe (including an application screen within the Service) that the User submits to us to specify the Features used, the applicable rate, the start date, the payment method, and individual terms
5. (5) "Service Agreement": the agreement on use of the Service formed between us and the User, consisting of these Terms, the Fee Terms, and the Order Form (and any Addendum the User has agreed to)
6. (6) "Business Data": data the User connects or enters into the Service (including information about purchasers and other individuals)

1. A business wishing to use the Service shall apply by an Order Form specifying the Features to be used, and agree to these Terms and the Fee Terms. A business applying for a service covered by an Addendum shall also agree to that Addendum.
2. The person applying represents and warrants that they are authorized to agree to these Terms, the Fee Terms, and (where agreed to) an Addendum on behalf of the applying business.
3. The Service Agreement is formed when we approve the application.
4. We may decline an application if the applicant falls under any of the following.
   1. (1) The application contains false information
   2. (2) We have previously terminated a Service Agreement with the applicant
   3. (3) The applicant falls under any item of Article 14, paragraph 1
   4. (4) We otherwise deem approval inappropriate

1. During the Service Agreement, the User may add Features by submitting an Order Form stating what is to be added. The Feature is added to the Service Agreement when we approve it.
2. A service covered by an Addendum may be added by applying under the preceding paragraph and agreeing to that Addendum. The Addendum applies from the time the service is added to the Service Agreement.
3. Fees for an added Feature arise from orders received on or after the start date of that Feature.
4. The User may cancel only some Features by the same method and deadline as in Article 19, paragraph 1.

The User shall manage its account information for the Service appropriately at its own responsibility. We are not liable for damages arising from unauthorized use by third parties, except in cases of our willful misconduct or gross negligence.

1. The Service consists of the Features of the Platform and the services we provide under an Addendum. The User may use the Features it has applied for. A service covered by an Addendum is provided when the User applies for it and agrees to that Addendum.
2. Connected Apps may be used only by Users that have entered into a Service Agreement. Connected Apps themselves are free of charge; fees for the Service are billed directly by us to the User under the Fee Terms.
3. Specific features of the Service are as displayed within the Service and as separately specified by us. We may add or change features with prior notice to the User. The discontinuation or material reduction of a Feature the User has applied for is governed by Article 16.

1. The User shall pay the fees for the Features and services it has applied for, in accordance with the Fee Terms.
2. The payment method, due dates, disputes over invoices, and late payment are set out in the Fee Terms.
3. Communication costs, the cost of the User's own system integration, and other costs of the User's own equipment are borne by the User.

The User shall not engage in any of the following when using the Service.

1. (1) Acts that violate laws, public order and morals, these Terms, the Fee Terms, an Addendum, or an Individual Agreement
2. (2) Acts that infringe the intellectual property, privacy, or other rights of us, other users, or third parties
3. (3) Reverse engineering, analysis, reproduction, resale, or redistribution of the Service
4. (4) Unauthorized access to the Service, acts that place excessive load on it, or automated mass requests
5. (5) Providing information obtained through the Service to third parties without our prior written consent
6. (6) Altering data used to count fees, or connecting false data to the Service
7. (7) Excluding records of orders processed through the Service from the integration, or stopping the integration with the Service, in order to avoid fees being counted
8. (8) Other acts we deem inappropriate

The Service provides features by integrating with Shopify, Smaregi, Stripe, Google, LINE, and other third-party services. If all or part of the Service becomes unavailable due to failures, specification changes, or changes in the terms of these external services, we are not liable for resulting damages to the User, except in cases of our willful misconduct or gross negligence.

All intellectual property rights relating to the Service belong to us or to the rightful holders. These Terms permit the User to use the Service; they do not assign intellectual property rights or license them beyond the scope necessary to use the Service.

1. We obtain and use Business Data only to the extent necessary to provide the Features the User has applied for. The main items obtained and the purposes of use for each Feature are set out in the Schedule. We do not obtain data for Features the User has not applied for.
2. Personal information for shipping, such as the recipient's name, address, and telephone number, is obtained and used only where necessary for shipping, such as determining the shipping location, giving shipping instructions, issuing shipping labels, and sending delivery-status notifications.
3. In addition to the preceding two paragraphs, we use Business Data to the extent necessary for the following purposes.
   1. (1) Counting and billing fees: we use order numbers, order dates, merchandise, amounts, locations, and records of notifications, link clicks, and referrals to determine Eligible Orders, display the statement of what was counted, and investigate disputes over invoices.
   2. (2) Responding to the User's inquiries, and investigating and recovering from failures
   3. (3) Preventing unauthorized use, ensuring security, and complying with laws
4. We do not use Business Data for the following purposes.
   1. (1) Producing analyses, statistics, or reports provided to other users or third parties
   2. (2) Training artificial intelligence (AI) or other machine-learning models
   3. (3) Advertising or sales promotion by us or third parties
5. We take appropriate security measures for Business Data. Matters concerning the handling of Business Data not set out in these Terms follow our Privacy Policy. Where these Terms and the Privacy Policy differ, these Terms prevail.

1. We handle personal data contained in Business Data as a party entrusted by the User, within the scope of the Service Agreement and the User's settings in the Service.
2. We may re-entrust the handling of personal data to third parties to the extent necessary to perform the entrusted work. We list such third parties in our Privacy Policy so that the User can identify them, and notify the User at least 30 days before adding or changing one. We impose on them obligations equivalent to this Article and supervise them as necessary and appropriate.
3. The personal data we provide to such third parties is limited to what is necessary to perform the entrusted work.
4. At the User's request, we report in writing on the implementation of our security measures, up to once a year.
5. Where the User has reasonable grounds, it may audit how personal data is handled by notifying us at least 30 days in advance. An audit is in principle conducted by reviewing materials we submit and our answers to questions. Only where there are reasonable grounds why this cannot confirm the matter may an audit be conducted on site, during our business hours and in a way that does not interfere with our business or with keeping other users' information confidential. We cooperate to a reasonable extent. Audits are limited to once a year (except where a leak or similar incident involving personal data has occurred), and the cost of an audit is borne by the User.
6. When we learn of a leak, loss, or damage of personal data, or the risk of one, we notify the User promptly (and no later than 72 hours after learning of it), and cooperate in investigating the cause, preventing further harm, and providing the information the User needs to report to the Personal Information Protection Commission and notify the individuals concerned.
7. When we directly receive a request for disclosure, correction, deletion, or the like from a purchaser or other individual, we contact the User and respond as the User instructs.
8. When the Service Agreement ends, or the User stops using some Features, we return to the User (including by providing a data export) or delete the personal data handled for those Features, as the User instructs. Deletion is completed within 30 days of the end date, except information that must be retained under law and records of order numbers and amounts needed for the final settlement under Article 10 of the Fee Terms (which are kept until the final settlement is completed).

1. In this Article, "Confidential Information" means technical or business information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with the Service and marked as confidential at the time of disclosure, and Business Data. However, the following is not Confidential Information.
   1. (1) Information the Recipient already held at the time of disclosure
   2. (2) Information lawfully obtained from a third party without a duty of confidentiality
   3. (3) Information the Recipient developed independently without relying on disclosed information
   4. (4) Information that was public at the time of disclosure
   5. (5) Information that became public after disclosure through no fault of the Recipient
2. The Recipient shall manage Confidential Information with the care of a prudent manager and shall not use it for purposes other than providing or using the Service.
3. The Recipient shall not disclose Confidential Information to third parties without the Discloser's prior written consent, except to its officers, employees, and contractors bound by obligations equivalent to this Article, to the extent necessary for the purpose, or where disclosure is required by law or by order of a public authority.
4. The Recipient shall notify the Discloser immediately upon learning of any leak, or risk of leak, of Confidential Information.
5. The Recipient shall return or delete Confidential Information when the Service Agreement ends or when the Discloser requests, except information that must be retained under law. The return and deletion of personal data contained in Business Data are governed by paragraph 8 of the preceding Article.
6. The obligations in this Article survive the end of the Service Agreement. However, for Confidential Information other than Business Data, they survive only for three years after the Service Agreement ends.

1. The User and we each represent and warrant that neither it nor its officers, now or in the future, fall under any of the following.
   1. (1) An organized crime group as defined in Article 2, item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members, a member of such a group as defined in item 6 of that Article, or a person for whom five years have not passed since ceasing to be a member
   2. (2) A person who has a close relationship with an organized crime group or its members
   3. (3) A person equivalent to any of the above
2. The User and we each covenant not to, by themselves or through a third party, make violent demands, make unjust demands beyond legal responsibility, use threatening words or violence, damage the other party's credibility or obstruct its business by spreading rumors, fraud, or force, or engage in similar acts.
3. If the other party breaches either of the preceding two paragraphs, a party may terminate the Service Agreement without notice. The terminating party is not liable for damages to the other party arising from such termination.

1. When we suspend all or part of the Service for planned maintenance, we notify the User of the date, time, and scope of the suspension at least 7 days in advance.
2. We may temporarily suspend all or part of the Service without prior notice where prior notice is difficult, such as for urgent maintenance, incident response, or external service failures. In that case, we notify the User of the details of the suspension and the expected recovery promptly afterward.
3. We are not liable for damages to the User arising from a suspension under the preceding two paragraphs, except in cases of our willful misconduct or gross negligence. The User's rights where a suspension is prolonged are governed by Article 20.

1. When we discontinue a Feature the User has applied for, or reduce a part of it that is important to the purpose of the Service Agreement, we notify the User of the details and the effective date at least 60 days before the effective date.
2. A User that has received the notice in the preceding paragraph may, notwithstanding Article 19, paragraph 1, cancel that Feature effective on the day before the effective date (or an earlier date the User specifies) by notifying us by the method we prescribe no later than the day before the effective date.
3. Where only some Features are discontinued or reduced, use of the other Features continues. However, where the discontinuation or reduction makes it impossible to achieve the purpose of the Service Agreement, the User may cancel the entire Service Agreement by the same method as in the preceding paragraph.
4. The settlement of fees on cancellation under the preceding two paragraphs is governed by Article 10, paragraph 3 of the Fee Terms.

1. If the User does not pay fees by the due date (including the final due date under Article 7, paragraph 5 of the Fee Terms), we will demand payment, and if payment is not made within 14 days of the demand, we may suspend provision of all or part of the Service. What suspension means for a service covered by an Addendum is set out in that Addendum.
2. We do not make the demand or suspension in the preceding paragraph, or terminate under Article 18, paragraph 1, solely because an amount that may be withheld under Article 8 of the Fee Terms is unpaid.
3. If the User breaches Article 8, we will demand correction, and if the breach is not corrected within a reasonable period, we may suspend provision of all or part of the Service.
4. Fees under the Fee Terms continue to accrue during a suspension under paragraph 1 or the preceding paragraph. We are not liable for damages to the User arising from such suspension.
5. When we confirm that the cause of the suspension has been resolved, we will resume the Service without delay.

1. If fees remain unpaid 30 days after we suspend the Service under paragraph 1 of the preceding Article, we may terminate the Service Agreement.
2. We may terminate the Service Agreement without notice if the User falls under any of the following.
   1. (1) It becomes subject to a petition for attachment, provisional attachment, provisional disposition, compulsory execution, or auction, or to a disposition for delinquent taxes and public dues
   2. (2) It becomes subject to, or files, a petition to commence bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other legal insolvency proceedings
   3. (3) A bill or check it issued or accepted is dishonored
   4. (4) It suspends payments or becomes unable to pay, or is deemed at risk of doing so
   5. (5) It discontinues all or an important part of its business, or dissolves other than by merger
   6. (6) It materially breaches these Terms (including Article 8, items 6 and 7) and does not correct the breach within a reasonable period after our demand
3. If the Service Agreement is terminated under either of the preceding two paragraphs, the User automatically loses the benefit of time for all obligations to us and shall pay them in full immediately.

1. By notifying us by the method we prescribe no later than the last day of a month, the User may cancel the Service Agreement effective on the last day of the following month. For example, if the User notifies us by September 30, the agreement ends on October 31.
2. The Service has no minimum term, unless set out in an Individual Agreement.
3. Fees when the Service Agreement ends are handled as set out in the Fee Terms.

1. If the User cannot use all or an important part of a Feature it has applied for, for 7 or more consecutive days or for a total of 10 or more days within the same month, the User may, notwithstanding paragraph 1 of the preceding Article, cancel that Feature or the entire Service Agreement immediately by notifying us. The same applies where the cause is an external service failure, a natural disaster, or another cause we cannot avoid. This does not apply where the cause is attributable to the User.
2. If we materially breach these Terms, the Fee Terms, an Addendum, or an Individual Agreement, and do not correct the breach after the User demands correction with a period of 30 days or more, the User may terminate all or part of the Service Agreement.
3. Where only some Features cannot be used, the User may cancel only those Features. Where being unable to use them makes it impossible to achieve the purpose of the Service Agreement, the User may cancel the entire Service Agreement.
4. In the cases of the preceding three paragraphs, the deadline in paragraph 1 of the preceding Article does not apply. Monthly fees for the period during which the Service could not be used are not charged, and fees already paid and prepayments are settled under Article 10, paragraph 3 of the Fee Terms.
5. This Article does not prevent the User from claiming damages within the scope of Article 21.

1. The Service is provided "as is", and we make no express or implied warranty that the Service is complete, accurate, fit for a particular purpose, or does not infringe the rights of third parties.
2. Except in cases of our willful misconduct or gross negligence, our liability for damages to the User is capped at the total fees for the Service we received from that User in the 12 months preceding the time the damage occurred.
3. Notwithstanding the preceding paragraph, where an Addendum contains provisions on liability, damage concerning the service it covers is governed by that Addendum.

1. We may change these Terms (including the Fee Terms and Addenda; the same applies in this Article) in either of the following cases.
   1. (1) The change conforms to the general interest of Users
   2. (2) The change does not contravene the purpose of the Service Agreement and is reasonable in light of the necessity of the change, the appropriateness of the changed content, and other circumstances relating to the change
2. When changing these Terms, we will set an effective date and, by that date, make known that these Terms will change, the changed content, and the effective date by posting within the Service or on our website or by other appropriate means. The notice period for changes to the Fee Terms is set out in the Fee Terms.
3. Changes to the Fee Terms that are disadvantageous to Users, such as a rate increase or an expansion of eligible orders, are made with the User's consent. A User that does not consent may cancel the Service Agreement under Article 19. For a User that has not consented by the effective date, the Fee Terms before the change continue to apply.
4. When making a change, other than one under the preceding paragraph, that is materially disadvantageous to Users (such as expanding the limitation of our liability, expanding the purposes for which data is used, or changing the conditions for cancellation), we notify Users at least 60 days before the effective date. The User may, notwithstanding Article 19, paragraph 1, cancel the Service Agreement effective on the day before the effective date by notifying us by the method we prescribe no later than the day before the effective date.

1. Notices and demands from us to the User are given by email to the address the User registered or by posting within the Service.
2. A notice by email is deemed to have reached the User when we send it.
3. The User shall keep its registered email address up to date and able to receive email.

These Terms are governed by the laws of Japan, and the Tokyo District Court has exclusive jurisdiction as the court of first instance over any dispute between the User and us regarding the Service or these Terms.

We keep Business Data only for the retention periods in the following table.