LTV-Lab For Shopify Terms of Use
These Terms of Use define the contractual relationship between you (limited to a corporation or business owner), who use LTV-Lab For Shopify (“Services”) and LTV-X Inc. (“Company”), which provides the Services.
Please read these Terms of Use carefully before starting to use the Services.
Upon starting to use the Services, you are deemed to have agreed to these Terms of Use.
If you click the “Create Account” button and complete the registration process, you are deemed to have read and understood these Terms of Use and to have agreed and expressed that you are bound by these Terms of Use.
The person who can complete the registration process by clicking the “Create Account” button must be a person of legal age who can enter into a binding contract with the Company and be a duly authorized business owner or a natural person capable of entering into a corporate contract.
In connection with the registration of information required by the Company to use the Services, the Customer warrant that the information you provide is accurate and complete and that you are authorized to enter into a contract to use the Services as a business owner or on behalf of your company.
The term “you” or “User” refers to a business owner or corporation recognized as a user of the Services.
If you do not agree to be bound by these Terms of Use or do not have the authority to enter into a contract with the Company to use the Services, or if you are under the legal age to enter into a binding contract with the Company, you may not access or use the Services.
If you have any questions about these Terms of Use or the Services, please contact the Support Contact of the Company.
1.Definition
The following are definitions of terms used in these Terms of Use.
1.1 User
A business operator that agrees to these Terms of Use and receives the Services (The Services are not available to individuals or consumers.)
1.2 User Information
Information provided by the User to the Company in order to use the Services
1.3 Customer
Customers retained by the User
1.4 Retained Customer Information
Customer information registered in the app when the User uses the Services
The Retained Customer Information includes the following information:
Customer Information: email address, consent and permissions to send email
Order Information: order number, purchase date, product shipping date, purchase description
Product Information: product number, product name
1.5 User ID
A code needed to identify you and others, used when logging in to use the Services
1.6 Password
A code needed to identify you and others along with your User ID, used when logging in to use the Services
1.7 User Data
Data, information, programs and other content that the User provides or sends to the Services, including but not limited to marketing content and personal data (including personal data of customers and prospects)
1.8 Intellectual Property Rights
All intellectual property, industrial property and other property rights worldwide, including patents, patent applications, inventions (patentable or not), disclosure of inventions, trade secrets, know-how, works, copyrights, moral rights of authors, trademarks, service marks, software, data, technology, layout design and design rights, and all registrations, applications, renewals, extensions or reissues of any of the above
2.Amendments and Changes to These Terms of Use
The Company may amend these Terms of Use from time to time due to revisions in law, changes in the content of the Services, or other reasons.
2.1 Notice and Notification of Changes
If a material change is made to these Terms of Use and the law requires us to notify the User of it, the Company will send an email to the most recent email address the User provided to the Company.
2.2 Non-agreement with Changes to These Terms of Use
The Company may require the User to agree to the updated contract in a specified manner. If the User receives notification of the change and then does not agree to the change, the Company will stop providing the Services. Even if the Company does not require the User to agree to the change, the User’s continued use of the Services constitutes the User’s acceptance of changes to these Terms of Use.
3. Provision of the Services
3.1 Rights to Use the Services
Subject to the terms and conditions of these Terms of Use, the Company grants the User a non-exclusive, non-transferable, non-sublicensable and revocable right to use the Services during the contract period (as defined below).
3.2 Prohibitions
The User must not do the following acts and the Company will not grant permission for these:
(1) The act of sublicensing, leasing, renting, distributing, or otherwise transferring the Services to a third party. Also, the act of receiving and using the Services that are transferred to the User;
(2) The act of reverse-engineering, decompiling, disassembling, or otherwise examining the source code of the Services (or the underlying idea, algorithm, structure, etc.). However, if expressly permitted by law, the User may perform such acts only after sending prior written notice to the Company;
(3) The act of weakening, circumventing, deleting or disabling copy protection or security mechanisms of the Services;
(4) The act of using or demonstrating the Services with express or implied intent to compete with the Company;
(5) The act of removing property or intellectual property notices from the Services;
(6) The act of gaining unauthorized access to or interfering with the integrity, performance, or security of the Services or the data contained therein; and
(7) The act of using or copying the Services, except as expressly permitted by the Company.
3.3 Terms of Use
The Company reserves the right, but is not obligated, to review and monitor all use of the Services for the purpose of ensuring smooth use of the Services.
3.4 Downtime
The User acknowledges in advance that access to and use of the Services may be suspended during periods of scheduled or unscheduled downtime, or during periods when some or all of the Services are unavailable, due to power outages, system failures, or other circumstances that compel interruption of the Services.
3.5 Combination and Link with Other Services
When the User uses or links the Services with other services, the Company shall not be liable for any damage caused by such use or linkage, such as hindering the use of the Services or damaging data retained by the User, except as expressly stated by the Company that such combination or data linkage is possible. In addition, if the Company asks the User to stop such combination and linkage, the User must immediately take action accordingly, such as suspension.
4.Use of the Services
4.1 Preparation of the Environment for Use
The User shall be liable for preparing and maintaining, at the User’s expense, all telecommunications, computer hardware, software, various services and Internet connections necessary to access the Services through the Internet in order to use the Services.
4.2 Protection of Customer Accounts
The User shall be solely responsible for protecting customer account information (such as ID and password for logging in) when using this Services.
4.3 Obligation to Report Unauthorized Use
The User shall exercise reasonable efforts to prevent unauthorized access to or use of its account and the Services, and shall be solely and fully responsible for all activities and all usage fees incurred in connection with its account and use of the Services. If you believe or suspect that your account or the Services have been compromised due to unauthorized use of or access to the Services, or any other security breach, you shall immediately (within 24 hours) report the breach by email to support@ltv-x.jp (the Support Contact of the Company).
4.4 Suspension, Restriction and Termination of Access to the Services
The Company may, in its reasonable discretion, restrict and terminate the User’s access in any of the following cases (including the possibility thereof) and shall not be responsible for any damage, liability or loss incurred as a result of such action.
(1) Cases where the Services are used by a third party other than the User;
(2) Cases where the Services are used in breach of applicable laws or regulations or these Terms of Use;
(3) Cases where the User is using the Services in an unauthorized, inappropriate, or fraudulent manner;
(4) Cases where the use of the Services by the User adversely affects the Company’s equipment or services to others;
(5) Cases where the Company is prohibited from providing the Services by order of a court or other government agency;
(6) Cases where there is a cyber attack on the Services or any other event, as determined by the Company in its sole discretion, that may pose a risk to the Services or other customers;
(7) Cases where an incident or other disaster has occurred that affects the security of the Services or customer accounts or customer data; or
(8) Cases where consideration for the Services payable under these Terms of Use has not been paid to the Company within 14 days of the due date of payment.
5 Intellectual Property
5.1 Property Ownership
The User acknowledges and agrees that the Services (including websites and manuals prepared by the Company in connection with the Services) are protected by copyright and other laws relating to intellectual property rights and that the Services contain valuable Confidential Information of the Company.
5.2 Exclusive Property Rights
All rights, title, interests in the Services and all worldwide intellectual property rights in connection with the Services are the exclusive property of the Company and its suppliers. All rights in connection with the Services not expressly granted to customers under these Terms of Use are reserved by the Company and its suppliers. Except as expressly stated herein, no license or right of any kind, express or implied, is granted to the User with respect to the Services or any part thereof.
5.3 Continuous Development
The Company reserves the right to make changes to the Services from time to time because the Company is engaged in continuous development with a view to adding new features, improving functionality and otherwise improving convenience. Also, if there is an increase in service value due to some development, it may be provided to the User at no additional charge. However, if the Company decides that additional features are available for an additional fee, the User may use them for the fee.
5.4 Feedback
In the event that the Company receives written or oral comments or suggestions (“Comments”) about the Services from the User, the Company reserves the right to use such Comments without restriction in its sole discretion. In addition, such Comments shall not be treated as Confidential Information of the User. The User grants the Company a worldwide, non-exclusive, permanent, irrevocable, free right to allow the Company to incorporate Comments into the Services.
5.5 Aggregated Data
The Company collects and generates customer data that does not identify customers, third parties, or natural persons, and may use and disclose the aggregated data for legitimate business purposes of the Company (such as developing and improving services, research, and marketing, etc.).
6. Usage Fees
6.1 Usage Fees
User shall pay the Company, through Shopify App Market, the most current fees listed on the Services page. The fee for each plan is shown in the Attachment of these Terms of Use.
The Company reserves the right to suspend or discontinue the provision of the Services for any usage contract for which payment is due but has not been confirmed as settled or paid by the User. In this case, even if the User is temporarily unable to use the Services, the fees during the contract period will continue to accrue.
6.2 Fee Revision
The Company will give the User at least 14 days in advance of any fee revision. The fee revision will be applied from the User’s immediate contract period. The User’s continued use of the Services after the fee revision means that the User has agreed to that.
6.3 Billing and Payment Terms
Fees for the use of the Services must be paid through the Shopify App Market as determined by the App Market. The User shall be obliged to act as follows for smooth payment:
(1) If the User learns that payment or settlement by credit card or other means is not possible, immediately register an alternative payment or settlement method on the App Market; and
(2) If the User’s credit card expires, please give the Company permission to extend the expiration date and send a credit card billing.
6.4 Waiver of Dispute
The User agrees to notify the Company of all billing disputes within 14 days of the date the settlement was not properly processed due to the rejection or expiration of the credit card (the most recent date in its validity period), and any dispute not notified within such period shall be deemed waived.
6.5 Burden of Collection Costs
In the event that the Company is required to initiate a collection process to collect fees to be paid by the User under these Terms of Use, the Company shall have the right to collect from the User reasonable costs (including, but not limited to, attorney’s fees) and all costs associated with such collection efforts.
6.6 Obligation to Pay
If the Company notifies the User of any fees to be paid by the User under these Terms of Use, the User shall pay such fees promptly after receipt of the notice.
6.7 Taxes
Fees incurred under these Terms of Use do not include all applicable sales, use, value-added, or other taxes, nor do they include all applicable duties, assessments, import and export fees, or other similar charges, and the User is liable for the payment of all such taxes.
6.8 Response to Tax Payments
If the Company charges the User any of the aforementioned taxes, the Company will calculate the tax charged according to the applicable tax rate based on the billing address information of the User. Taxes are added to the fee and charged using the payment method approved by the User (one of the payment methods on the Shopify App Market). If the User is exempt from paying taxes, the User must provide the Company with proof of the exemption. If the User is not charged taxes by the Company, the User is liable for determining whether there are taxes to be paid and, if so, for paying that taxes by self-payment to the appropriate tax authority in the User’s jurisdiction. The User shall make all payment of fees to the Company free of charge without deducting withholding taxes. Taxes on payment of fees to the Company are the sole responsibility of the User, and the User must substantiate that such taxes have been paid by providing the Company with an official receipt issued by the appropriate tax authority or such other evidence as the Company may reasonably request. The User shall indemnify, defend and hold harmless the Company in respect of any proceedings brought by the tax autlhority in connection with these Terms of Use. The User is liable for determining whether there are taxes to be paid and, if so, for paying that taxes by self-payment to the appropriate tax authority in the User’s jurisdiction.
7 . User Data
7.1 Personal Data of the User
The Company will collect and use personal data of the User for the purpose of providing the Services, facilitating the smooth use of the Services by the User, and otherwise promotion to the User. In doing so, the Company will endeavor to protect the privacy, confidentiality, and security of personal data of the User.
7.2 User Account Information
The Company shall store and use the User’s account information with due regard for the User’s privacy, and the User agrees to such use. Account information means information about the User created by the User to use the Services. For example, account information includes your real name, User name, login credentials, phone number, email address, and billing information associated with the account of the Company created by the User.
7.3 User Responsibilities for Data and Security
The User is responsible for all changes or deletions of User data and for the security of all passwords and other account information necessary to access and use the Services. The User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data and for the means by which User obtained that User Data and for its proper security, protection, and backup.
7.4 Compliance with Laws and Regulations
The User shall comply with all laws and regulations applicable to the User’s use of the Services, including communications with customers and marketing content. The User shall communicate and send messages to customers in the User’s jurisdiction while complying with the laws and regulations applicable to cards, coupons and gift cards, data privacy and protection, intellectual property, electronic marketing messaging, SMS (Short message service) and MMS (Multimedia messaging service) text messaging, and commercial transactions in each jurisdiction. The Company does not control or monitor the User’s communications, does not guarantee the accuracy or integrity of such communications, and is not responsible for obtaining any necessary consent or permission from the recipients of such communications. The User shall be obligated to provide reasonable evidence of compliance with the provisions of this section upon the Company’s request, and the Company may stop providing the Services if the Company reasonably believes that the User is not in compliance.
8.Representations, Warranties and Disclaimers
8.1 Mutual Representations and Warranties
The Company and the User each represent and warrant that they (1) have the full corporate rights and authority necessary to enter into a contract to use the Services and (2) perform their obligations in accordance with these Terms of Use.
8.2 User Representations and Warranties
The User represents and warrants the followings:
(1) The User has a legally sufficient privacy policy that customers can use before giving their personal data to the Company;
(2) User Data and its use (a) does not infringe or misappropriate intellectual property rights or other rights of a third party; (b) does not defame, infringe the privacy or publicity rights or similar rights of a third party; and (c) is not intended to promote activities that breach the law or facilitate such activities;
(3) The User does not distribute, share or promote unauthorized data (spyware, worms, or other malicious or harmful code), malware, viruses or Trojan horses; and
(4) The User complies with and always respects the terms and conditions of advertising for selling the User’s products and services offered or promoted through online coupons or similar marketing offers, transactions or the Services.
8.3 Disclaimers
The Services are provided “as is” to the fullest extent and the Company makes no other warranties or representations (and rejects all warranties and representations). The Company does not guarantee that the Service will meet the User’s requirements, or will operate without interruption or downtime, or will never be error free. Some of the above restrictions may not apply to the User because some jurisdictions do not allow exclusion of implied warranties and conditions or limitations on the duration of implied warranties.
9.Limitation of Liability
9.1 Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall the Company or its affiliates, subcontractors, licensers, vendors or suppliers or their third party partners be liable to the User or any other third party for any loss of revenue. The Company shall not be liable for any lost profits or other special, incidental, indirect, punitive or consequential losses arising from the inability of the User or any other third party to use the Services due to technical or data defects or disruption of the Services, regardless of whether the Company has been advised of the possibility of such damages or losses.
9.2 Agreements
The User and the Company agree that the limitations of liability set forth in this section shall survive and remain in full force and effect. The parties acknowledge and agree that the pricing and these Terms of Use with respect to the Services have been entered into in reliance on these limitations of liability and that all limitations form the essential basis of the transaction between the parties.
10.Confidentiality
10.1 Confidential Information
During the use of the Services, when one party (“Disclosing Party”) provides the other party (“Receiving Party”) with certain information about the Disclosing Party’s business, technology, products, services, or other confidential or proprietary information (collectively, “Confidential Information”), any information that is provided to the Receiving Party by or on behalf of the Disclosing Party and (a) is labeled in writing by the Disclosing Party as proprietary or confidential, (b) is identified by the Disclosing Party at the time of disclosure in oral or visual form as proprietary or confidential, or (c) is generally and reasonably considered confidential or proprietary shall be deemed Confidential Information. In addition, all information relating to any enhancements or improvements to the Services shall be considered Confidential Information of the Company.
10.2 Protection of Confidential Information
The Receiving Party agrees not to use or disclose the Disclosing Party’s Confidential Information to any third party, except in the exercise of its rights and performance of its obligations under these Terms of Use. The Receiving Party shall protect the Confidential Information with a reasonable duty of care, control access to the Confidential Information by the Receiving Party’s employees or contractors, and impose confidentiality obligations on them.
10.3 Exceptions to Protection
The confidentiality obligations set forth in this section do not apply to the following information:
(1) Information lawfully provided to the Receiving Party by a third party without any confidentiality obligation;
(2) Information that the Receiving Party can prove by clear and convincing evidence that it has been known to the Receiving Party without restriction at the time of disclosure; and
(3) Information that the Receiving Party can prove by clear and convincing evidence that it was independently developed by the Receiving Party’s employees or contractors who do not have access to the Confidential Information.
10.4 Remedies
Any breach or attempted breach of this section may result in immediate and irreparable damage, and that damage may not be remedied by monetary damages. If a court of competent jurisdiction finds that the Receiving Party has breached or attempted to breach any of the provisions set forth in this section, the Receiving Party unconditionally agrees to the court’s injunction, etc.
11.Indemnification
11.1 Principles
The Company will defend any action brought against the User at its expense and pay any settlement made or approved by the Company or any damages finally awarded in such action. If the Company receives a claim of infringement from a third party with respect to any part of the Services in a country where the Services are offered, or if the Company believes that any part of the Services may be the subject of a claim of infringement, the Company may, at its option, take any of the following actions:
(1) Changes to the Services that would not be considered an infringement without significantly impairing the functionality of the Services;
(2) Termination of the Services and refund to the User the up-front fee, if any. After such termination, the Company immediately ceases all use of the Services and assumes no obligation to compensate the User for any damages caused by such termination; or
(3) Notwithstanding the foregoing, the Company assumes no obligation under this section with respect to claims arising from the following causes:
① Claims based on the use of the Services not in accordance with these Terms of Use;
② Claims based on the combination of the Services with other products, devices, software, or data;
③ Claims based on changes to the Services by a third party other than the Company.
11.2 User Response
The User shall indemnify, defend and hold harmless the Company, its officers, directors, affiliates, subsidiaries, licensers, agents and employees (collectively, the “Company Parties”).
All costs agreed to in any court or settlement, and all reasonable and related attorneys’ fees and court costs arising from or related to the followings shall be borne by the User:
(1) Cases where the User has breached or is suspected of breaching any representation, warranty, or obligation under these Terms of Use or has breached any law; or
(2) Cases where the User is responsible for intentional or negligent acts in the use, transmission, access, disclosure, or other processing of the data.
11.3 Principles for Response
(1) The indemnifying party shall have sole control over the defense or settlement of any claim or action.
(2) The indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of the claim or action.
12.Period and Termination
12.1 Contract Period
The Services start when the User registers an account and continue until all subscriptions to the Services expire or terminate. Terms and conditions regarding the contract period, cancellation method, payment for cancellation, etc., shall be in accordance with what is clearly stated in the Shopify App Market.
12.2 Termination of Use
One party may immediately terminate the usage contract of the Services by notifying the other party if the other party commits a material breach of these Terms of Use. If the User commits a less serious breach and the breach is not resolved within 30 days or more after the Company sends the User a notice (in writing or by email) requesting correction of such breach, the Company may terminate the Services at any time without giving the User any reason or notice. In addition, in the event of non-payment by the User, the Company may notify the User and immediately terminate the usage contract of the Services.
12.3 Effect of Termination
If, for any reason, the usage contract of the Services is terminated or expired, the contract shall be treated as follows:
(1) All rights and obligations of both parties, including all licenses granted under these Terms of Use, shall terminate immediately (However, all payment obligations incurred before termination or expiration shall survive.). (2) Each party shall comply with the obligation to return or destroy all Confidential Information of the other party. In addition, the Company is not obligated to retain any User Data after the termination or expiration of these Terms of Use and may delete all User Data unless required by applicable law. All liabilities arising under these Terms of Use prior to the effective date of termination, and the following sections, shall survive after the expiration or termination of these Terms of Use under any circumstances.
13.Others
13.1 Marketing-Related Agreements
The User agrees that the Company may display the User’s name, logo, and trademarks on the Company’s marketing materials and website. The User acknowledges and agrees that the Company does not authenticate or warrant, or assume any obligation to, the User’s products, services, or content.
13.2 Governing Law and Venue
These Terms of Use and all related acts shall be governed by and construed in accordance with the laws of Japan. However, conflict-of-laws principles that require the application of the laws of different jurisdictions do not apply. The User expressly agrees that the personal jurisdiction and venue of any action arising from or relating to these Terms of Use shall be the Tokyo District Court of Japan. In no event may the User be entitled to bring any action against the Company more than 1 year after the cause of action occurred.
13.3 Restrictions on the Export or Transfer of Information Assets
The User agrees not to export, re-export or transfer, directly or indirectly, any software, technology or information that forms part of the Services by breaching export controls or other laws and regulations of Japan.
13.4 Severability
If any provision of these Terms of Use is determined to be invalid or unenforceable for any reason, the other provisions of these Terms of Use will remain valid and enforceable and the invalid or unenforceable provisions will be deemed modified to be valid and enforceable to the fullest extent permitted.
13.5 Waiver
Failure to waive or enforce any provision of these Terms of Use shall not constitute a waiver of any other provision, nor shall it be deemed a waiver of that provision at any other time.
13.6 Restrictions on Transfer of Rights
The User may not transfer any rights or obligations under these Terms of Use without the Company’s prior express written consent. Any transfer made by the User without the Company’s prior written consent will be invalid. The Company may transfer any rights or obligations under these Terms of Use without notice or consent. However, the Services shall continue to function as specified in these Terms of Use. These Terms of Use shall be effective for the benefit of each party’s authorized successors and assigns.
13.7 Force Majeure
The Company shall not be liable to the User for any delay or failure to perform any of its obligations under these Terms of Use if its operations or activities are affected by Force Majeure. Force Majeure refers to any cause or event beyond the sole and reasonable control of the Company, including, but not limited to, those caused by natural disasters, equipment failures, threats, acts of terrorism, weather, etc. In addition, Force Majeure includes raids, wars (whether declared or not), insurrections, riots, epidemics, pandemics, fires, explosions, earthquakes, floods, hurricanes, unusual severe weather, power outages, embargoes, labor disputes or strikes (whether lawful or not), shortages of labor or materials, transportation interruptions of any kind, delays in operations, and certain laws/rules/regulations/orders/requirements enacted or issued by any government or quasi-government agency (whether or not such government action is found to be invalid), or circumstances equivalent to those specifically described above.
13.8 Third Party Beneficiaries
There are no third-party beneficiaries under these Terms of Use.
13.9 Email Rules
If the Company requires the User to provide an email address, the User is liable for providing the Company with the correct and up-to-date email address. If the latest email address provided to the Company is not valid, or if for any reason a notification requested or permitted under these Terms of Use can not be delivered to the User, any email containing such notification shall be deemed a valid notification. The User can notify the Company of any changes to the User’s current email address by sending that to support@ltv-x.jp. Notifications shall be deemed to have been duly given on the first business day following the successful transmission of the email to the Company.
13.10 Full Agreement and Priorities
The agreement of the parties to these Terms of Use constitutes a final, complete and exclusive agreement and supersedes all previous discussions between the parties. Any agreement between the parties that supersedes these Terms of Use must be signed and agreed in writing by both parties to take effect.
That is all.
Attachment
LTV-Lab For Shopify Price List
◎Normal Plan US $50 per month
※This plan makes it possible to create and send automatic marketing emails. The effect can be measured.
◎Standard Plan US $99 per month
※This plan makes it possible to create and send multiple automatic marketing emails for each product. The effect can be measured.