Terms of Service – Commerce Flow

Terms of Service

These Terms of Use set forth the terms and conditions that you must agree to in order to use “negocia CommerceFlow”, an ad management tool for Amazon Advertising provided by negocia Inc.

By registering for the Service, you are agreeing to these Terms of Use. Please be sure to read these Terms of Use in their entirety before using the Service.

1 (Definitions)

The definitions of the terms in these Terms and Conditions are as follows

1. “Website” means the website operated to provide the Service.

2. “Terms of Service” means the contractual relationship between negocia and Users regarding the use of the Service, and includes these Terms of Use, related terms and conditions and notices, etc. posted on negocia’s website, etc.

3. “User” refers to any corporation, organization, or individual who enters into a service use agreement with the Company by agreeing to “2 (User Registration)” and completing user registration.

4. “Ad Account” means an Amazon Advertising account.

2 (Registration)

1. Those wishing to enter into a service agreement to use the Service must agree to abide by these Terms of Use and apply for registration by providing the Company with the information specified by the Company in a manner determined by the Company.

2. The Company shall determine whether or not the applicant can register in accordance with the Company’s standards, and only those applicants approved by the Company shall be issued IDs and passwords to use the Service, and shall be notified of their login information in the manner prescribed by the Company. Access to the account of the Service shall be possible only by using the login information.

3. The registration of a prospective user as a member shall be completed by the Company’s notification as specified in this section.

4. If any of the following reasons apply to a prospective user, we may reject the application for registration or re-registration, and we are under no obligation to disclose the reasons.

(1) If there is a falsehood, error or omission in all or part of the registered information provided to the Company.

(2) If the Company deems that the Company is operating or cooperating with websites or services that are similar or competing with the Service.

(3) If the person is a minor, an adult ward, an assistant, or an assistant and has not obtained the consent, etc., of the legal representative, guardian, assistant, or assistant.

(4) When the Company deems that the Company is involved in or interacts with antisocial forces, etc., or cooperates or participates in the maintenance, operation or management of antisocial forces, etc. through the provision of funds or other means.

(5) When the Company deems that a user applicant is a person who has violated the contract with the Company in the past or a person related thereto.

(6) In any other case where the Company deems registration to be inappropriate.

5. Only users who have completed the setup of an advertising account are eligible to use the Service. In using the Service, you agree to abide by Amazon.com Inc’s terms and conditions of use for Amazon Advertising (https://advertising.amazon.com/terms ,https://advertising.amazon.com/legal /product-terms)

3 (Change of registration information)

1. If there is a change in the user’s name, name, address, or registration information due to a merger or split of a corporation, the user must notify the company within 30 days of the change.

2. In the event that the company determines that the user’s identity and continuity of the user’s information is not recognized, we may not recognize the change in the registration information.

3. We will not be held responsible for any damages caused by the failure of the user to change the registration information.

4 (Management of Login Information)

1. The User shall be responsible for managing and storing the login information for the Service. You must not allow a third party to use, lend, transfer, change the name of your account, or sell it to a third party. When our system confirms the coincidence of the login information, it is deemed that the user who holds the service account has logged in.

2. You may link multiple advertising accounts to one Service Account.

3. Users shall be responsible for any damages caused by insufficient management of their login information, errors in specifications, or use by a third party, except in the case of intentional or gross negligence on the part of the us, and we shall not be liable for any such damages.

4. If it is discovered that login information has been stolen, users shall immediately notify this us and follow the instructions. We will not be held responsible for any damages incurred by the user as a result of following our instructions in this case.

5 (Charges for the Service)

1. Users shall pay the compensation for the use of the Service using the method specified by us. However, if the contract is concluded in the middle of a month, the monthly fee for the period from the day the contract is concluded to the end of the month shall be calculated on a pro-rated basis based on 30 days per month.

2. Monthly usage fees start to accrue from the date you complete the registration and start using the service.

3. The monthly usage fee shall be paid by the end of the following month by the end of the month following the month of use in a manner determined by us. we will not issue receipts for monthly subscriptions.

4. If the user has wrongfully avoided paying the monthly fee, the user shall pay a penalty of three times the amount of the monthly fee avoided to us.

5. If the user fails to pay the monthly fee, the user shall pay to us a late fee at the rate of 14.6% per year.

6. If we deems it necessary, we may change the monthly subscription fee at any time. In the event of a change in the monthly fee, we shall notify the user of the change, the new monthly fee, and the date of application of the new fee by posting it on the our website or by any other method we deems appropriate, at least a reasonable period of time prior to the change. If the user does not cancel the service agreement by the effective date of the new monthly fee, the user shall be deemed to have agreed to the new fee.

7. Unless otherwise stipulated in the Service Usage Agreement, you agree in advance that we will not refund any of the monthly usage fees paid by you.

6 (Prohibition)

When using the Service, the User shall not engage in any of the following acts, or any act that may fall under any of the following items

(1) Criminal acts or acts that are against the law

(2) Conduct that is contrary to public order and morals

(3) Any action that may interfere with the operation of the Service or the system.

(4) Conducting any promotional, advertising, solicitation or business activities on the Service or on the Service that are not authorized by us in advance.

(5) acts that cause disadvantage, damage or discomfort to us, other users of the Service or other third parties

(6) Involvement in anti-social forces through the Service

(7) Any act that harms the intellectual property rights, rights of publicity, rights of privacy, honor, or any other rights or interests of us or any other user of the Service or any third party.

(8) Any act that directly or indirectly causes, encourages or facilitates any of the acts described in the preceding items.

(9) Any other actions that we deems inappropriate

7 (Suspension and Termination of the Service)

We may suspend or discontinue all or part of the Service without prior notice to the User in the event of any of the following

(1) In the event of an emergency inspection or maintenance of the computer system related to the Service.

(2) In the event that the Company is unable to operate the Service due to computer or communication line failure, misoperation, excessive concentration of access, unauthorized access, hacking, etc.

(3) When it is necessary to ensure the security of the user.

(4) the provision of all or part of the Advertising Service is temporarily suspended or interrupted

(5) When the services of a telecommunications carrier are not provided

(6) In the event that the Service cannot be operated due to force majeure such as earthquakes, lightning, fire, wind and flood damage, power outages, and natural disasters.

(7) If the operation of the Service becomes impossible due to laws and regulations or measures based on these laws and regulations.

(8) In any other case where we deem it necessary to stop or suspend

8 (Addition, Modification, etc. of the Service)

1. We may change all or part of the contents of the Service without prior notice to Users.

2. We may, at its discretion, terminate the provision and operation of the Service in whole or in part. In the event that we decide to terminate the provision and operation of all or part of the Service, we shall notify users of the termination in a manner that we deem appropriate. However, in the case of an emergency, we may not notify users.

9 (Attribution of Rights)

1. All intellectual property rights relating to our website and the Services belong to us or persons who have licensed the Services to us, and the granting of a license to use the Services under these Terms does not mean that you are granting a license to use us or persons who have licensed the our intellectual property rights relating to our website or the Services.

2. Users shall warrant that they have the legal right to post or otherwise transmit any information they enter or transmit on the Service, such as advertising accounts, campaign text, keywords, advertising product information, budgets, bid amounts, and other transmitted information, and that the transmitted information does not violate the rights of any third party.

3. All intellectual property rights arising from the operation of the advertisements obtained through the Service or the design of the Service shall belong to us or the person who has licensed the Service to us.

4. However, this license does not include the right to sublicense to a third party, and does not imply the transfer or granting of intellectual property rights, rights similar to ownership rights, or rights that cannot be freely disposed of, to the users of the Service contents and the deliverables obtained from the Service, etc., except as expressly stated in these Terms.

10 (Unsubscribing)

1. The user may terminate the service in the manner prescribed by the Company. The user who has cancelled the service will not be able to use the service from the time of cancellation.

2. In the event that any of the following reasons apply to the User, the Company may temporarily suspend the use of the Service or delete the registration of the User as a User without prior notice or forewarning. In such a case, this company shall delete the service account and all information connected to the service account on the service, and this company shall not be liable for any damage caused to the user.

(1) In the event that the user violates any of the provisions of these Terms.

(2) When false information is found to be included in the registered information.

(3) When the user ceases to pay its debts or becomes insolvent, or a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or similar proceedings.

(4) When there is no response to a request for a response from our company to the user for more than 30 days.

(5) In any other case where we deem it inappropriate to use the Service or to continue your registration as a user.

3. Even in the event of a premature cancellation, the monthly usage fee for the remaining period of the contract will still be incurred, and we will not provide a prorated settlement or refund.

4. Users are not exempt from any obligations or liabilities (including, but not limited to, compensation for damages) to us or other third parties even after the Service Agreement is cancelled. Even after the termination of the Terms of Service, you are not exempt from all obligations and liabilities (including, but not limited to, compensation for damages) to us and other third parties under the Terms of Service. We shall not be liable for any damages caused to users due to measures such as suspension of use taken by united in accordance with this article.

11 (Disclaimer)

1. We shall not be liable for any defect in the Service (including services of other companies or information obtained through the use of the Service) We shall not be liable for any defect in the Service (including, but not limited to, defects in the safety, reliability, accuracy, completeness, effectiveness of the software, conformity to the customs of a particular organization, conformity to the user’s particular purpose, defects in security or other matters, defects due to system failures or system errors, change or loss of bugs or data, infringement of rights, etc.) in fact or in law. (Not limited to this). We do not warrant that there are no defects in this product (including, but not limited to In addition, we shall have no obligation to correct such defects.

2. We do not guarantee that the use of the Service will increase the number of purchases of the products and the number of users of the Service by the advertisements posted on the Service.

3. We assume no responsibility for the compatibility of the Service with all devices and browsers. Google Chrome (PC version only) is the recommended browser for the Service. Other browsers and smartphones may not be able to take advantage of the functions of the Service.

4. Our system and website depend in part on external systems. Therefore, if the external system becomes unavailable due to any of the following reasons, out system and advertising services may become unavailable at the same time. We shall not be liable for any damage caused to users due to such events.

(1) In the event of an external system failure

(2) In case of network failure

5. If the Service Usage Agreement constitutes a consumer contract and united is liable for default or tort due to negligence (excluding gross negligence), united shall be liable for compensation only to the extent of the damages normally incurred and to the extent of the fees paid by united for the past six months. If Fuji Xerox is liable for default or tort due to negligence (except for gross negligence), Fuji Xerox shall be liable for compensation only to the extent of damages that would normally occur and to the extent of the fees paid to Fuji Xerox for the Service during the past six months.

12 (User’s Responsibility)

1. Users shall use the Service at their own risk and shall be responsible for any and all actions and results of their actions on the Service.

2. We shall not be responsible for preventing violations of the Terms of Use in advance, or for correcting violations of the Terms of Use when the user is using the service.

3. We shall not be involved in communications and activities between users. In the unlikely event that a dispute or problem arises between users, it shall be resolved at the responsibility and expense of the user concerned, and we shall not be involved in this. In addition, in the event of a dispute between a user and a third party, the user shall resolve the dispute at their own responsibility and expense, and we shall not be involved in this at all.

13 (Duration of contract)

The contract is automatically renewed on a monthly basis thereafter until the cancellation of the contract is completed by the Company or the User.

14 (Confidentiality)

The user, except with the prior written consent of us, such as content and non-public information disclosed by us to the user in relation to the Service, to maintain confidentiality, shall not disclose or divulge to any third party.

15 (Handling of Information about Users)

1. We will properly handle the personal information collected from users in relation to the use of the Service, including registration matters, in accordance with the Privacy Policy (https://negocia.jp/privacy-policy/) that we have established.

2. when there is an error or change in the information about the user, the user shall, at his/her own responsibility, promptly correct or change the information concerned, and we shall not be responsible for any damage caused to the user due to any falsehoods, errors or omissions in the content of the information.

3. Users shall use the transmitted information provided by Users to us, information that can be obtained from advertising accounts, and other technical and business information and other information collected from Users for the purpose of providing and operating the Services, including the distribution of Internet advertising, and improving and enhancing the content of the Services.

16 (Amendments to Terms and Conditions)

The terms and conditions may be changed without prior consent of the user due to improvements to the service, additional functions, or to comply with legal revisions. In the event of such changes, please notify us at.

The Company will notify users of any changes to the Terms and Conditions in a manner designated by the Company. By using the Service after a change in the Terms and Conditions, the User shall be deemed to have agreed to the amended Terms and Conditions, and the amended Terms and Conditions shall become a part of the contract with the User.

17 (Notifications)

1. Any communication or notification from Users to us, such as an inquiry, or any other communication or notification from us to Users regarding changes to the Terms of Use, shall be made in a manner prescribed by us, such as posting on our website or e-mail distribution.

2. In the event that we contact or notifies the email address or other contact information included in the registration information, the registered user shall be deemed to have received such communication or notification.

18 (Assignment of Rights and Obligations, etc.)

1. Users may not assign, transfer, grant collateral, or otherwise dispose of their position in the Service Usage Agreement, or the rights and obligations under these Terms of Use to a third party without prior consent from united.

2. In the event that we transfer the business of the Service to another company, we may transfer the position in the Service Usage Agreement, the rights and obligations under these Terms of Use, the User’s registration information and other customer information to the transferee of the business. The user shall be deemed to have agreed in advance to such transfer in this section. The business transfers set forth in this paragraph shall include not only ordinary business transfers, but also any case in which the business is transferred, such as a corporate split.

19 (Separation Clause)

1. Even if any of the provisions of this Agreement or a part of it is deemed invalid or illegal by law, the rest of this Agreement shall remain in effect without being affected by the invalid or illegal part.

2. In the event that any provision or part of the Terms of Use is deemed invalid between the Company and a particular User, the relationship between the Company and the other Users shall not be affected.

20 (Governing Law and Jurisdiction)

1. These Terms and Conditions shall be governed by the laws of Japan.

2. The Tokyo District Court shall have exclusive jurisdiction of the first instance over all disputes related to the Terms and Conditions or the Service.

【Enacted 1 September 2020】