Omakase MEO Service Terms of Use
Chapter 1 General Provisions
Article 1 (Definitions)
In these Terms, unless the context requires otherwise, the following terms have the meanings set out below.
(1) "Company" means BackTrack Inc.
(2) "Customer" means an individual or corporation that enters into a service agreement with the Company under Article 2 and uses the Service.
(3) "Service" means the service provided by the Company under the name "Omakase MEO," with the content presented on the Company's website, management console, or by other methods designated by the Company.
(4) "Service Agreement" means the agreement between the Company and the Customer for use of the Service, consisting of these Terms.
(5) "Media" means media services provided by third-party operators, such as Google and Yahoo.
(6) "Business Profile Account" means the business profile account held by the Customer for the social media or media that is the target of the Service.
(7) "Posted Data" means text, images, videos, and other content or data that the Customer posts, transmits, or otherwise submits through the Service. Posted Data is generally retained on the Service servers from the date it is entered for as long as the Customer continues using the Service.
(8) "Agency" means a party approved by the Company under a separate agency agreement specified by the Company to provide the Customer with sales of the Service, application or payment on the Customer's behalf, support, or other assistance related to the Service.
Article 2 (Formation of the Service Agreement)
1. The Service Agreement is formed when the applicant agrees to these Terms, applies for the Service through the Company's website or another method designated by the Company, and completes payment of the service fees by a payment method designated by the Company (including credit card payment via Stripe, bank transfer, or other methods designated by the Company).
2. The application and payment of service fees under the preceding paragraph may be made by the applicant or the Customer itself, or may be performed on the Customer's behalf by an Agency approved by the Company. Even if an Agency completes payment of the service fees on the Customer's behalf, the Service Agreement is formed between the Company and the Customer.
Article 3 (How the Service Is Provided)
1. After the Service Agreement is formed, the Company creates a dedicated account for the Customer and separately notifies the Customer by email of the account details, including the Service management console URL and login ID. The Customer must set a password before using the Service.
2. The Customer is responsible for properly managing and storing passwords and login IDs for the Service. The Customer is responsible for damages arising from insufficient management, misuse, or third-party use of login IDs or passwords. The Customer may not allow a third party to use, lend, transfer, change the name of, sell, or otherwise dispose of any Service password or login ID. If a third party uses the Service with the Customer's login URL, login ID, and password, that use is deemed to be the Customer's act, and the Customer is responsible for all obligations arising from that act.
3. At the start of use, the Customer grants the Company administrator permissions for the Business Profile Account owned by the Customer to the extent necessary to perform the Service. During the Service Agreement term, the Customer may not grant Business Profile Account administrator permissions to any third party other than the Company. Even if the Customer does not grant such permissions or revokes them without the Company's consent, the Customer remains obligated to pay the service fees.
4. At the start of use, the Customer must grant the Company access permissions necessary for API integrations with the target Media. Even if the Customer does not grant such permissions or revokes them without the Company's consent, the Customer remains obligated to pay the service fees calculated by the Company based on the number of keywords registered by the Customer.
5. The Customer consents to the Company viewing, referencing, quoting, reposting, and modifying Posted Data and portions of websites, social media, and similar content to the extent necessary to provide the Service.
Article 3-2 (Use for Overseas Stores)
1. The Customer may designate an overseas store as a target store and use the Service for such overseas store.
2. When using the Service for an overseas store, the Customer must, at its own responsibility and expense, comply with all applicable laws and regulations in the country or region where the overseas store is located, including but not limited to data protection laws, consumer protection laws, advertising and labeling regulations, foreign investment regulations, licenses and permits for foreign businesses, labor-related laws, tax-related laws, and any other laws related to the use and operation of the Service (collectively, “Local Laws”). The Company does not confirm, warrant, or provide advice as to whether the Customer has obtained or fulfilled any permits, filings, registrations, or other requirements required under Local Laws, and the Company shall not be liable for any damages incurred by the Customer, the Company, or any third party due to the Customer’s failure to do so.
3. Functions, displayed content, supported languages, supported regions, and terms of use provided by Media (such as Google and Yahoo!) may differ by country or region depending on each Media operator’s policies. The Company does not warrant that overseas stores will achieve the same level of functions, ranking, effects, or other results as stores located in Japan, and the Company’s liability for any damages arising therefrom shall be as provided in Article 12 (Disclaimer of Warranties and Exemptions).
4. The currency of service fees, foreign exchange conversion, and payment methods are determined on the Company's website, management console, or by other methods separately specified by the Company. Even if the JPY-converted amount of service fees fluctuates due to exchange rate fluctuations or other causes not attributable to the Customer, the Company shall not be liable for such fluctuations.
5. The Customer must, at its own responsibility and expense, confirm that using the Service for overseas stores complies with business-related laws and regulations applicable in the countries where (i) the Customer and (ii) the substantive operator of the overseas store are located or conduct activities, including restrictions on foreign investment, whether local incorporation is required, or whether licenses and permits are required. The Company is not in a position to warrant, confirm, or advise on the legal relationship between the Customer and the substantive operator of the overseas store, the contractual structure, or the legality of business activities, and the Company shall not be liable for any disputes, administrative guidance, dispositions, or any other outcomes arising in connection therewith.
6. The Company may restrict or refuse provision of the Service for target stores located in certain countries or regions due to export control laws, economic sanctions, or other international regulations.
Article 4 (Service Fees)
1. The Customer pays the Company the fees presented on the Company's website, management console, or by other methods designated by the Company, or any later revised fees, as consideration for the Service by a payment method designated by the Company (including credit card payment via Stripe, bank transfer, or other methods designated by the Company, or any later revised method) by the due date designated by the Company.
2. The Customer may have an Agency approved by the Company pay the service fees on the Customer's behalf. In that case, completion of payment by the Agency is deemed to be payment of the service fees by the Customer.
3. The Customer agrees that service fees will be charged automatically using the payment method designated by the Company during the contract term and any renewed term. The same applies when an Agency pays on the Customer's behalf.
4. If the Customer fails to pay service fees or other obligations by the due date, the Company will suspend provision of the Service.
5. The Company may revise service fees by giving 30 days' notice.
6. If the Customer wants additional functions that are not included in the subscribed plan, the Customer must separately purchase a plan upgrade or the relevant functions from the Company.
Article 5 (Term)
1. The Service Agreement becomes effective on the date it is concluded and remains valid until the end of the plan term selected at the time of application, subject to automatic renewal and cancellation under this Article.
2. Cancellation must be made through the admin screen or in writing, and the date the Company receives it is treated as the cancellation request date.
3. Monthly plans have a minimum contract period of 3 months.
4. The Service is provided under either a monthly plan or a yearly plan. Monthly plans are billed in one-month increments and include a minimum contract period of 3 months. Yearly plans are annual contracts. Unless the Customer gives notice of cancellation at least 30 days before the contract end date, the contract renews automatically on the same terms.
5. The Customer agrees that service fees will be charged automatically using the payment method designated by the Company during the contract term and any renewed term.
6. For monthly plans, the Customer may request cancellation after the 3-month minimum contract period has elapsed. For yearly plans, the Customer may request cancellation at any time during the contract period. However, fees already paid are non-refundable, and prorated refunds are not provided.
7. When the Service Agreement ends, the Customer must, at its own responsibility and before the termination date, remove the Business Profile administrator permissions and disconnect any target Media API integrations that were granted to the Company under Article 3. If obligations remain outstanding at termination, these Terms and related agreements remain effective to the extent necessary to fulfill those obligations. Provisions that by their nature should survive termination continue to remain effective after the agreement ends.
Article 6 (Agency Sales, Payment on Behalf, Support, and Plan Changes)
1. Agencies may provide the Customer with support services related to use of the Service, including operation guidance, inquiry support, setup assistance, and other assistance specified by the Company. When receiving support from an Agency, the Customer must follow the method separately specified by the Company.
2. An Agency may sell or introduce the Service to the Customer in combination with the Agency's own services, products, or other offerings. Any agreement regarding services or other offerings independently provided by the Agency is formed separately between the Agency and the Customer, and the Company assumes no responsibility for the content, quality, fees, performance, or any other aspect of such services or offerings.
3. An Agency may, by a method separately specified by the Company, apply for the Service and pay the service fees on the Customer's behalf. Any arrangement between the Agency and the Customer regarding who bears the fees, settlement, or other related matters is determined separately between the Agency and the Customer, and the Company is not involved in and assumes no responsibility for such arrangements.
4. During the contract term, the Customer may request an upgrade to a higher plan. When the Company receives the upgrade request, the difference in fees will be charged by the method separately specified by the Company, and the plan will be changed immediately. Fees already paid for the current contract term will not be refunded on a prorated basis.
5. The Customer may request a downgrade to a lower plan. A downgrade takes effect on or after the day following the contract expiration date and only if requested by the method specified by the Company by that expiration date. Fees already paid due to the downgrade will not be refunded, including on a prorated basis.
6. Details regarding plan change procedures, timing, fee calculation, and other matters under the preceding two paragraphs will be announced by the Company through the management screen, website, or another appropriate method.
Article 7 (Changes to Registered Information)
1. If any information submitted to the Company changes, or if the Customer intends to take any of the following actions, the Customer must promptly notify the Company of that fact and the relevant details by the method specified in Article 19.
(1) Change of trade name
(2) Change of notification address
(3) Significant change to business purpose or business content
(4) Change of representative director or president
(5) Significant organizational change
2. When receiving the notice described above, the Company may request a certified copy of the commercial register or other documents or materials, and the Customer must comply with that request.
Article 8 (Trademarks)
The Customer acknowledges that product names, service names, company names, logos, and similar marks used in the Service are trademarks, registered trademarks, or trade names of the Company or other rights holders, and may not use them without permission from the Company or the relevant rights holder.
Article 9 (Prohibited Acts)
1. The Customer may not engage in any of the following acts when using the Service. If the Company determines that the Customer is engaged in any such act, the Company may make the Service unavailable, delete server data, or take other necessary measures.
a) Acts that violate laws or are related to criminal activity
b) Fraudulent or threatening acts against the Company, other users of the Service, or third parties
c) Acts contrary to public order or morals
d) Acts that infringe intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other users, or third parties
e) Transmitting information through the Service that falls under, or that the Company determines falls under, any of the following
Information containing excessively violent or cruel expressions
Information containing harmful computer programs such as viruses
Information containing expressions that damage the reputation or credibility of the Company, other users, or third parties
Information containing excessively obscene expressions
Information encouraging discrimination
Information encouraging suicide or self-harm
Information encouraging inappropriate use of drugs
Antisocial expressions
Chain mail or other information requesting distribution to third parties
Expressions that cause discomfort to others
f) Placing excessive load on the Service network or systems
g) Reverse engineering or otherwise analyzing software or systems provided by the Company
h) Acts that may interfere with operation of the Service
i) Unauthorized access to the Company's network or systems
j) Impersonating a third party
k) Using another user's ID or password
l) Advertising, solicitation, or sales activities on the Service without the Company's prior consent
m) Collecting information about other users
n) Acts that disadvantage, damage, or cause discomfort to the Company, other users, or third parties
o) Acts that violate rules posted by the Company on its website regarding use of the Service
p) Providing benefits to antisocial forces
q) Acts for the purpose of meeting unfamiliar members of the opposite sex
r) Acts that directly or indirectly cause or facilitate any of the preceding acts
s) Attempting any of the preceding acts
2. The Customer may not modify the Service or related documentation, reverse engineer the Service, create derivative products of the Service, or develop or provide software or similar services with functions similar to the Service. The Service is licensed as a single product, and the Customer may not separate and use its components.
Article 10 (Suspension of the Service)
The Company may suspend or interrupt provision of the Service with prior notice for reasons such as regular maintenance. However, the Company may suspend or interrupt all or part of the Service without prior notice in any of the following cases.
a) Emergency inspection or maintenance of computer systems related to the Service is required
b) Operation of the Service becomes impossible due to failure, malfunction, excessive access concentration, unauthorized access, hacking, or similar issues involving computers or communication lines
c) Operation of the Service becomes impossible due to force majeure such as earthquakes, lightning, fire, flood, power outage, epidemic, or natural disaster
Article 11 (Deregistration and Similar Measures)
If the Customer falls under any of the following items, the Company may, without prior notice or demand, delete or hide Posted Data, temporarily suspend use of the Service, or deregister the Customer.
a) It is discovered that information provided to the Company, including registration information, is false
b) The Customer does not respond for 30 days or more to an inquiry or other request for response from the Company
c) The Customer violates laws or public order and morals, or engages in conduct that disadvantages the Company or a third party
d) The Customer engages in conduct that may interfere with operation of the Service by the Company
Article 12 (Disclaimer of Warranties and Exemptions)
1. The Company is not responsible for any results or damages arising from the content or application of materials, data, source code, or similar items provided to the Customer in connection with the Service. If a third party contacts the Company or raises a complaint regarding display, expression, content, operation, or similar matters of a target site, the Customer must handle it at its own cost and responsibility, and the Company assumes no responsibility.
2. The Company does not warrant increases or decreases in search result rankings, target site users, sales, content or page rank of linked sites, continuity of listings, display or deletion of related search words, or any other matter resulting from use of the Service. The Company has no control over search engine operations, policies, algorithms, or similar matters and assumes no responsibility for damages or results arising from them.
3. If the Company requests images, videos, or other materials necessary to provide the Service, the Customer must submit them within the period specified by the Company. The Company assumes no responsibility for delays or nonperformance caused by the Customer's failure to submit them.
4. The Customer is responsible, at its own cost and burden, for creating and storing backups of materials, source code, data, and other materials provided to the Company in connection with use of the Service. The Company assumes no responsibility for their loss or destruction.
5. The Company makes no express or implied warranties that the Service will fit the Customer's particular purpose, have expected functions, commercial value, accuracy, or usefulness, comply with laws or industry rules applicable to the Customer, be continuously available, or be free from defects.
6. Transactions, communications, disputes, and similar matters between the Customer and other customers or third parties in relation to the Service or the Company's website are resolved by the Customer at its own responsibility. The Company assumes no obligation or responsibility for copyright or other intellectual property disputes that arise between the Customer and third parties through use of the Service. The Company assumes no responsibility for errors or defects caused by media service providers, and is not liable for damages arising from suspension or interruption of all or part of the Service.
Article 13 (Termination)
1. Either the Company or the Customer may terminate the Service Agreement if the other party falls under any of the following items.
a) Breach of any provision of the Service Agreement
b) Suspension of payment, insolvency, or petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings
c) Being an antisocial force, or cooperating or being involved with antisocial forces through funding or other means
2. In addition to the preceding paragraph, if the Customer or the target store information falls under any of the following, the Company may immediately suspend provision of the Service, terminate all or part of the Service Agreement, or take other necessary measures without demand or other procedures.
(1) Responsibility is unclear.
(2) Content includes expressions or material that disturbs social order, including content that glorifies violence, gambling, drugs, prostitution, cruel or grotesque material, highly obscene sexual expressions, or content that may corrupt public morals or induce crime.
(3) Content strongly encourages speculation or gambling impulses.
(4) Medical, pharmaceutical, or cosmetic content includes efficacy claims outside the scope approved or recommended by the Ministry of Health, Labour and Welfare or other authorities.
(5) Content is unscientific or superstitious and may mislead or cause anxiety to users.
(6) Names, photographs, statements, trademarks, copyrighted works, or similar materials are used without permission.
(7) Content may harm the dignity of nations, ethnic groups, or similar parties in Japan or overseas.
(8) Content is fraudulent or otherwise judged to be illegal or improper business practice.
3. If the Customer falls under any item in the preceding paragraphs, the Customer automatically loses the benefit of time and must immediately pay all monetary obligations owed to the Company in a lump sum. Termination under this Article does not prevent the Company from claiming damages against the Customer.
4. Handling of user information after termination follows Article 16.
Article 14 (Limitation of Liability)
1. If the Company or the Customer causes damage to the other party by breaching this agreement, the breaching party is liable to compensate the other party for the damage suffered.
2. Unless otherwise required by law, neither party is liable for special, indirect, punitive, incidental, consequential, or derivative damages or losses arising from or resulting from this agreement, including lost profits, lost business opportunities, attorneys' fees, revenue, sales, data, use of data, goodwill, reputation, or similar damages, whether based on law, tort, contract, warranty, or otherwise. The Company's total liability to the Customer is capped at the total amount of fees actually paid for use of the Service during the past 12 months, excluding consumption tax and similar taxes.
Article 15 (Confidentiality)
1. The Customer must keep confidential the fact that it has entered into a Service Agreement with the Company unless the Company gives prior written consent.
2. The Company and the Customer must keep confidential non-public information disclosed by the disclosing party in connection with the Service with a request for confidential treatment, unless prior written consent is obtained from the disclosing party. However, this excludes information that was already lawfully known at the time of disclosure, was public at the time of disclosure, became public through no fault of the receiving party, was independently developed or created without using the other party's confidential information, or was lawfully obtained from a third party without confidentiality obligations.
3. When the Service Agreement ends for any reason, or when requested by the other party, the Company and the Customer must promptly delete or return confidential information.
Article 16 (Handling of Personal Information and User Information)
1. The Customer and the Company agree that, in connection with performance of this agreement, they may share contact information regarding their employees, partners, customers, and prospects, and that names, telephone numbers, user names, and similar information may constitute personal information under applicable data protection laws. Both parties use such personal information only for purposes consistent with this agreement.
2. The Company appropriately manages user information and data entered by the Customer and information such as client names learned when using client login functions so that such information is not disclosed or leaked to third parties.
3. Notwithstanding the preceding paragraph, if disclosure is required by law or other legitimate reason, the Company may disclose user information in accordance with that request. Except where unavoidable, the Company will promptly notify the relevant user after receiving such request and provide an opportunity for the user to respond.
4. The Company may use and disclose user information, data, and similar information as statistical information in a form that cannot identify individuals, and the Customer does not object to this. In addition, personal information as defined under the Act on the Protection of Personal Information is handled in accordance with the Company's separately published privacy policy.
5. To prevent reuse of free trials and other one-time introductory credits, prevent improper re-registration, respond to inquiries, and otherwise operate the Service appropriately, the Company may retain account information, usage history, and other necessary information for one year after the end of the Service Agreement. The Customer agrees to this retention. Except where retention is required by law, the Company will endeavor to delete or anonymize such information appropriately after that retention period has elapsed.
Article 17 (Ownership of Rights)
1. Copyrights, patents, utility model rights, design rights, trademarks, and all other intellectual property rights, including rights to acquire or apply for registration of those rights, relating to the Company's website and the Service belong to the Company or licensors to the Company. Permission to use the Service under these Terms does not grant any license to such intellectual property rights.
2. The Customer represents and warrants to the Company that it has lawful rights to post or transmit Posted Data and that Posted Data does not infringe third-party rights.
Article 18 (Subcontracting)
The Company may subcontract part of the work related to the Service to third parties. When subcontracting, the Company imposes obligations equivalent to those borne by the Company under these Terms on the subcontractor, and the Company is responsible for damages caused to the Customer by the subcontractor's breach of those obligations.
Article 19 (Communications and Notices)
1. Inquiries and other communications or notices from the Customer to the Company regarding the Service Agreement or the Service, and notices regarding changes to these Terms or other communications or notices from the Company to the Customer, are made by sending the notice to the email address submitted at the time of application or by posting it on the dedicated Service website.
2. When the Company contacts or notifies an email address or other contact included in the registration information, the Customer is deemed to have received the communication or notice when the email is sent or when the information is posted on the dedicated Service website.
Article 20 (Assignment of Status Under the Service Agreement)
1. The Customer may not assign, transfer, pledge, or otherwise dispose of its status under the Service Agreement or rights or obligations under these Terms to any third party without prior written consent from the Company.
2. If the Company transfers the business related to the Service to another company, the Company may transfer its status under the Service Agreement, rights and obligations under these Terms, and the Customer's registration information and other customer information to the transferee of that business transfer. The Customer is deemed to have consented to such transfer in advance. Business transfer includes ordinary business transfers, company splits, and all other cases in which the business is transferred.
Article 21 (Severability)
Even if any provision of these Terms or any part of a provision is held invalid or unenforceable under the Consumer Contract Act or other laws, the remaining provisions and remaining parts continue to be fully effective.
Article 22 (Governing Law and Jurisdiction)
1. These Terms and the Service Agreement are governed by the laws of Japan.
2. The Tokyo District Court has exclusive jurisdiction as the court of first instance over all disputes arising out of or relating to these Terms or the Service Agreement.
Article 23 (Changes to These Terms)
1. The Company may change these Terms in the following cases.
(1) The change conforms to the general interests of Customers.
(2) The change does not contradict the purpose of the Service Agreement and is reasonable in light of the necessity of the change, the appropriateness of the changed content, the details of the change, and other circumstances related to the change.
2. When changing these Terms under the preceding paragraph, the Company will announce the fact of the change, the changed content, and the effective date by the Internet or another appropriate method specified in Article 548-4, paragraph 2 of the Civil Code, with a reasonable period before the effective date.
3. A Customer that does not agree to a change under paragraph 1 must request termination of the Service Agreement by the method specified in Article 19 by the effective date.
Chapter 2 Special Provisions for Users Located in Taiwan
The provisions of this Chapter apply only to users located in Taiwan.
If any provision of this Chapter conflicts with a provision of another Chapter, the provisions of this Chapter prevail.
Article 1 (Service Fees and Withholding Tax in Taiwan)
1. Service fees for users located in Taiwan are consideration for transactions that are outside the scope of Japanese consumption tax and do not include Japanese consumption tax.
2. If withholding tax is imposed under Taiwanese law on payment of consideration for the Service, the fees in the preceding paragraph shall be amounts inclusive of such withholding tax. The Company will not charge users any additional amount equivalent to the withholding tax.
3. Even if the user withholds tax, the user's total payment shall not exceed the amount specified in paragraph 1.
4. If the user withholds tax on the consideration for the Service, the user shall, within 30 days from the date of withholding, deliver to the Company a copy of the withholding certificate (扣繳憑單) issued by the Taiwanese tax authority.
5. The provisions of the preceding two paragraphs shall remain in effect even after this agreement ends.
Article 2 (Business Tax in Taiwan)
1. The Service is an electronic service provided by the Company, which is a business operator located outside Taiwan.
2. Service fees for users located in Taiwan do not include Taiwanese business tax (營業稅).
3. The user shall self-declare and pay the business tax on the consideration for the Service in accordance with Article 36 of the Value-Added and Non-Value-Added Business Tax Act (加值型及非加值型營業稅法).
4. The Company is not registered for business tax purposes in Taiwan and will not issue a uniform invoice (統一發票).
Article 3 (Eligibility)
Users located in Taiwan are limited to business operators that have completed business registration in Taiwan and hold a valid Uniform Invoice Number (統一編號). The user shall report the Uniform Invoice Number at the time of application, and the Company shall complete registration after confirming it.