Terms of Service

Thank you for using ShopIndex. These Terms of Service (these “Terms”) apply to your use of ShopIndex (the “Service”), which is provided by ZEONE Inc. (“ZEONE,” “we,” “us,” or “our”).

The Service is for businesses (legal entities and sole proprietors) that use it for business purposes.

1. About these Terms

1. These Terms govern all matters between you and us relating to your use of the Service.

2. Any separate rules, guidelines, notes, or similar terms we post in the Service (“Additional Terms”) and the Data Processing Agreement described in Section 11(8) are part of these Terms.

3. If any Additional Terms expressly state that they prevail over these Terms, the Additional Terms prevail to the extent of the conflict.

4. We provide the Service as a business-to-business service, on the basis that it is used by businesses for business purposes.

2. Definitions

In these Terms, the following terms have these meanings:

• “User” or “you” means a legal entity or sole proprietor that agrees to these Terms, registers an account, and uses the Service.
• “Account” means the right to use the Service that we grant you, together with the registration information associated with it.
• “Registered Store” means an online store or other website that you connect to the Service through a Connected Service.
• “External Site” means a website other than a Registered Store that the Service analyzes or researches at your instruction (including competitors’ sites).
• “Input Data” means any text or other information you enter or send to the Service.
• “Output” means answers, analysis, text, and other results that the Service generates from Input Data, information about Registered Stores, Integration Data, and other information, and provides to you.
• “Store Context” means the information about a Registered Store that the Service creates and keeps based on information about the store, Integration Data, your conversations with the Service, and similar information.
• “Connected Service” means Shopify or any other third-party service you connect to the Service.
• “Integration Data” means data the Service obtains from a Connected Service with your permission (including information about orders and products).
• “Customer Data” means any Integration Data that relates to your customers or other individuals.
• “AI Model Provider” means a third party that provides us with the AI models used to generate Output.

3. Eligibility and representations

1. By using the Service, you represent and warrant that:

• You are a legal entity or sole proprietor and are using the Service for business purposes
• You have the authority to agree to these Terms (if you are a legal entity, the authority to represent or act on behalf of that entity)
• For each Registered Store, you are its operator or have been properly authorized by its operator to use the Service for it
• The information you give us when registering an account is true and accurate

2. We may ask you for your trade or business name, country, business identification number (such as a corporate number, VAT number, or business registration number), and any other information we consider necessary.

3. If we find that you have breached the representations and warranties in Section 3(1), we may immediately suspend your Account or terminate our agreement with you.

4. Registering an account

1. To use the Service, you must apply to register an account using a method we specify (with an email address, or after installing the Service from the Shopify App Store). Our agreement with you under these Terms is formed when we approve your application.

2. We may decline to approve a registration if we determine that any of the following applies. If we do, we are not required to tell you why.

• The registration information contains false statements, errors, or omissions
• The applicant has previously violated these Terms and had an account suspended or deleted
• The applicant is or belongs to Antisocial Forces as defined in Section 16 or a sanctioned person as described in Section 17
• The applicant is trying to register multiple accounts to get around the Service’s usage limits
• We otherwise consider the registration inappropriate

3. If any of your registration information changes, you must update it without delay in the settings screen of the Service or by another method we specify.

5. Keeping your account secure

1. You are responsible for managing your Account login credentials. You must not let anyone else use them, or lend, transfer, sell, or otherwise give them to anyone else.

2. If you are a legal entity, you may let your officers and employees use your Account. Their use is treated as your use, and you must make sure they follow these Terms.

3. If someone logs in with your registered login credentials, we may treat it as use by you.

4. You are responsible for any loss or damage caused by poor management of your login credentials, mistakes in using them, use by others, or similar causes. We are not liable for this loss or damage unless it results from our willful misconduct or gross negligence.

5. If you suspect that someone else knows your login credentials, you must contact us immediately and follow our instructions.

6. The Service

1. The Service uses AI in a chat format to analyze, research, advise on, and create materials about Registered Stores, External Sites, Integration Data, and related topics. Its main features are:

• Answering questions, providing analysis, and making suggestions through chat
• Creating text and other materials
• Researching publicly available information through web search
• Analyzing Integration Data by connecting to Connected Services

2. The Service uses AI models from AI Model Providers to generate Output. We may change the AI models we use. We may also change AI Model Providers, following the procedure in Section 8 of the DPA described in Section 11(8).

3. The details of each feature and other specifications are as shown in the Service.

4. We may change the content, features, and specifications of the Service to improve it or for other reasons. If a change would materially and adversely affect you, we will let you know in advance in the Service or by another appropriate method.

5. We may offer all or part of the Service as a “beta” or other experimental feature (“Beta Features”). Beta Features are provided “as is” and “as available” and may be changed or discontinued without notice.

7. Output

1. Output is generated automatically by AI. Because of how AI works, Output may be inaccurate, incomplete, out of date, or inappropriate. You are responsible for checking that Output is accurate and appropriate before you use it.

2. Output is for information only and is not legal, tax, accounting, investment, or other professional advice. This includes Output about terms of service, privacy policies, return policies, or other legal documents, or about legal compliance. Before using this kind of Output, you must have it reviewed by a lawyer or other professional as needed.

3. Estimates, forecasts, rankings, scores, and similar figures in Output are based on certain assumptions and methods, and may not match actual figures or results.

4. We hereby assign to you all rights, if any, that we have in Output. This does not include the Service itself, templates we created, or any parts that include third-party rights.

5. Because of how AI works, other users may receive Output that is the same as or similar to yours. Output is not exclusive to you.

6. We do not guarantee that Output does not infringe the intellectual property or other rights of others. If you publish Output or share it with others, you are responsible for checking the relevant rights.

7. You are responsible for any decisions you make or actions you take based on Output.

8. Your Input Data and Store Context

1. As between you and us, you (or the applicable rights holder) retain all rights in your Input Data.

2. You grant us a non-exclusive, royalty-free license to use, copy, store, and modify Input Data, Integration Data, Output, and Store Context, and to share them with the service providers listed in our Privacy Policy (including AI Model Providers), as needed to provide, maintain, and protect the Service and to prevent misuse.

3. We do not use Input Data, Integration Data, Store Context, or Output to train AI models. Our contracts with AI Model Providers do not allow them to use this data to train their AI models.

4. You represent and warrant that you have the rights needed to enter Input Data into the Service and use it, and that your Input Data does not infringe anyone else’s rights.

5. You must not include other people’s personal information in Input Data unless you have a legitimate business need. You must not enter special care-required personal information, such as race, creed, medical history, or criminal record, or credit card numbers, passwords, or other authentication information. Any personal information you include in Input Data is sent to AI Model Providers to generate Output.

6. You can ask us to delete your chat history or other data by contacting our contact point. Deleted data cannot be restored.

7. We will treat Input Data, Integration Data, Store Context, and Output as confidential and will not disclose them to any third party, except as described in these Terms, the Privacy Policy, or the DPA described in Section 11(8), or as required by law.

9. Analyzing External Sites

1. The Service may collect information from publicly available External Sites to analyze or research them. When doing this, we take care not to interfere with those sites, for example by not collecting pages that a site’s robots.txt disallows and by spacing out visits to the same site.

2. You must use the results of analyzing External Sites in compliance with applicable laws (including the Unfair Competition Prevention Act of Japan, the Copyright Act of Japan, and the Act on the Protection of Personal Information of Japan (the “APPI”)).

3. We have no capital, partnership, or other special relationship with the operators of External Sites, unless we say so in the Service. Nothing in Output means that the operator of an External Site recommends, approves, or guarantees anything.

4. If the operator of an External Site or anyone else raises a concern about Output relating to that site, we will look into it and may, as needed, stop analyzing the site or take other steps.

5. We will try not to collect special care-required personal information or other personal information from External Sites. If we find that we have collected it, we will delete it promptly.

10. Connected Services

1. You can connect the Service to a Connected Service by completing the authorization process in that Connected Service’s admin screen. The Service obtains Integration Data only within the permissions shown during that process.

2. When you use a Connected Service, you must follow the terms and rules set by its provider. Connected Services are provided by third parties, and we are not liable for any loss or damage caused by interruptions to, changes to, or other issues with a Connected Service.

3. You can disconnect at any time from the settings screen of the Service or the Connected Service’s admin screen. If you disconnect or uninstall the Service on the Connected Service, we will delete Integration Data (including Customer Data) within the period and in the manner set out in Section 11(6). Disconnecting or uninstalling does not close your account; to close your account, follow Section 19. Once you disconnect or uninstall, we stop obtaining Integration Data, but chat history and Output that used Integration Data before then are not deleted. To delete them, make a request under Section 8(6).

4. We send Customer Data to AI Model Providers only after aggregating or otherwise processing it as needed to generate Output. We do not send customers’ names, email addresses, addresses, phone numbers, or other information that directly identifies them.

5. For connections with Shopify, you acknowledge that:

• We alone are responsible for the Service
• Shopify is not liable for any defects in the Service or for any damage that may result from installing or using the Service
• Unless Shopify says otherwise, Shopify cannot provide support for installing or using the Service
• As between us and Shopify, we alone are responsible for any liability that may arise from your access to or use of the Service, or from our access to, use of, provision of, or storage of Integration Data

11. Customer Data

1. We handle Customer Data as a service provider entrusted by you, and we use it only to provide the Service to you, not for any other purpose, including our own advertising or marketing or providing services to other users. We do not sell Customer Data or use it for third-party advertising or other marketing.

2. You represent and warrant that you have notified your customers, described this processing in your privacy policy, and completed any other steps required by applicable law for handling Customer Data in the Service.

3. In accordance with the APPI and other applicable laws, we take necessary and appropriate measures to prevent leaks, loss, or damage of Customer Data and to keep it secure.

4. We may subcontract the handling of Customer Data to third parties (“Sub-processors”). If we do, we will require them to meet obligations equivalent to those in this Section and supervise them as necessary and appropriate. Sub-processors are listed in Annex 3 of the DPA described in Section 11(8).

5. If we learn that a leak or similar incident involving Customer Data has occurred or may have occurred, we will notify you in accordance with the DPA described in Section 11(8) and take the steps needed to investigate the cause and prevent it from happening again.

6. In any of the following cases, we will delete the relevant Integration Data (including Customer Data, but excluding data in your chat history and Output) within 30 days, and erase any copies remaining in backups within a reasonable time after that, unless the law requires us to keep it:

• You disconnect the Service from a Connected Service or uninstall the Service
• Our agreement with you ends because you close your account or for any other reason
• We receive a request through a Connected Service to delete data about a customer or a store

7. If one of your customers asks you to disclose, correct, delete, or take similar action on their personal information, we will provide reasonable help at your request.

8. The detailed terms for how we handle Customer Data for you are set out in our separately published Data Processing Agreement (the “DPA”; https://shopindex.ai/legal/dpa). The DPA is part of these Terms and takes effect between you and us when you agree to these Terms. If these Terms and the DPA differ on how Customer Data is handled, the DPA applies.

12. Fees

1. The Service is free. We do not charge you any fees for using it.

2. We may introduce paid plans in the future. If we do, we will update these Terms in accordance with Section 25 to set out the details, fees, and payment methods for those plans. You will not be charged unless you sign up for a paid plan.

13. Exporting and moving your data

1. You can ask us at any time, through our contact point, to provide the following data (an “Export”). After verifying your identity, we will provide it within a reasonable time in a common, machine-readable format.

• Input Data (including chat history)
• Output
• Account information

2. You can request an Export under Section 13(1) to move your data to another service or your own environment (“Switching”). Except as described in Sections 18 and 20, we will keep providing the Service until you close your account and will reasonably help you move your data.

3. If you close your account, we will keep your data for 30 days from the date you close it. During that period only, you can request an Export of the data in Section 13(1) through our contact point.

4. After the period in Section 13(3) ends, we will delete your data. Data remaining in backups will be erased within a reasonable time after that. This does not apply to information the law requires us to keep.

5. We do not charge any fees or other costs for Exports or Switching.

6. In addition to this Section, we will comply with any obligations that applicable laws impose on data portability and Switching.

14. Intellectual property

1. We or the rightful owners own the intellectual property rights in the Service and in all software, designs, templates, and other works relating to the Service.

2. If you give us feedback, requests, or suggestions about the Service, we may use them freely and without charge.

15. What you may not do

When using the Service, you must not:

• Violate laws or public order and morals
• Do anything related to criminal activity
• Infringe the intellectual property rights, reputation, goodwill, privacy, or other rights or interests of us, other users, operators of External Sites, or anyone else
• Register a website as a Registered Store, or connect a Connected Service account, without proper authority
• Enter or obtain other people’s personal information in violation of law or in a way that unfairly harms their rights and interests
• Use the Service to create false information, discriminatory statements, misleading claims, or other illegal or harmful content
• Get around or try to get around the Service’s safety features or usage limits (including through prompt injection or other manipulation of the AI)
• Use our confidential information (including the Service’s programs, prompts, and other non-public information) without permission to develop AI models or services that compete with the Service
• Violate the usage policies of AI Model Providers
• Register multiple accounts to get around the Service’s usage limits
• Put an excessive load on the Service’s servers or network
• Do anything that may interfere with the operation of the Service
• Gain or try to gain unauthorized access
• Analyze, decompile, or disassemble programs relating to the Service
• Use the Service or collect information from it by automated means we have not permitted
• Use another user’s account or pretend to be another user
• Do anything else we consider inappropriate

16. Antisocial forces

1. You represent and warrant that you (and, if you are a legal entity, your officers and anyone substantially involved in your management) are not an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of social movements, a group specializing in intellectual crimes, or any similar person or group (“Antisocial Forces”), and that you have no relationship with Antisocial Forces that would be subject to social criticism.

2. If you breach Section 16(1), we may immediately suspend your Account or terminate our agreement with you without prior notice. In that case, we are not liable for any loss or damage you suffer.

17. Export controls, sanctions, and service regions

1. You represent and warrant that none of the following applies to you:

• You are located in a country or region subject to economic sanctions imposed by Japan, the United States, the European Union, the United Kingdom, or the United Nations
• You have been designated as a target of the sanctions described in the preceding item, or are controlled by such a person

2. You must not use the Service or Output in violation of applicable export control or economic sanctions laws.

3. If you breach this Section, we may immediately suspend your Account or terminate our agreement with you.

4. We may limit the countries and regions where the Service is available to comply with laws, to comply with our contracts with AI Model Providers and other partners, or for other reasons. We may restrict registration for and use of the Service from countries and regions we specify, based on the country or region identified from your IP address, information registered with a Connected Service, or other information. You must not get around these restrictions using a virtual private network (VPN) or any other means.

18. Suspension and deletion of accounts

1. If any of the following applies to you, we may, without prior notice, suspend all or part of your use of the Service, suspend your Account, or delete your registration:

• You violate any part of these Terms
• Your registration information is found to be false
• You are or belong to Antisocial Forces as defined in Section 16 or a sanctioned person as described in Section 17
• You do not respond to our messages for 30 days or more
• We otherwise determine that your use of the Service is inappropriate

2. We are not liable for any loss or damage you suffer as a result of actions we take under this Section, unless it results from our willful misconduct or gross negligence.

3. If we delete your registration under this Section, Section 13(3) and (4) apply to the retention, export, and deletion of your data, unless we have a legitimate reason not to apply them, such as investigating a violation of law.

19. Closing your account

1. You can close your account at any time by contacting our contact point or by another method we specify.

2. When you close your account, you can no longer log in to the Service. Account information, Input Data, Output, chat history, and Store Context are kept for 30 days from the date you close your account and then deleted, in accordance with Section 13(3) and (4). Integration Data is deleted in accordance with Section 11(6). If you ask us to delete your data before the 30 days have passed, we will delete it within a reasonable time.

3. Please export any data you need before you close your account, in accordance with Section 13(1), or within 30 days after you close it, in accordance with Section 13(3).

4. Sections 5(4), 7, 8(2) and (7), 10(5), 11, 13(3) to (5), 14, 16(2), 18(2) and (3), 19(2) and (3), 20(3), 21 to 24, and 26 to 28 survive the end of our agreement with you, including when it ends because we delete your registration under Section 18.

20. Suspending, changing, and ending the Service

1. We may suspend or interrupt all or part of the Service without notifying you in advance in any of the following cases:

• We are maintaining, inspecting, or updating the systems for the Service
• An AI Model Provider, Connected Service, or other third-party service is suspended, fails, or changes its specifications
• It becomes difficult to provide the Service due to events beyond our control, such as earthquakes, lightning, fire, power outages, natural disasters, epidemics, war, terrorism, or labor disputes
• Computers, communication lines, or similar systems stop because of an accident
• We otherwise determine that it is difficult to provide the Service

2. We may discontinue all or part of the Service after announcing it in the Service or by another appropriate method at least 90 days before the end date. Until the end date, we will let you export your data in accordance with Section 13.

3. We are not liable for any loss or damage you suffer as a result of suspension or discontinuation under this Section, or changes under Section 6(4), unless it results from our willful misconduct or gross negligence.

21. Disclaimers and limitation of liability

1. We make no warranty that the Service is free from defects (including defects, errors, or bugs relating to safety, reliability, accuracy, completeness, effectiveness, fitness for a particular purpose, or security) or that it does not infringe any third party’s rights.

2. We are not liable for any loss or damage you suffer in connection with the Service, unless it results from our willful misconduct or gross negligence.

3. Notwithstanding Section 21(2) or any other provision of these Terms, if we are liable to you for damages arising from our ordinary negligence under applicable law, our total liability will not exceed the greater of (a) the total fees you paid us in the 12 months before the event giving rise to the liability or (b) US$100. This cap does not apply to damages resulting from our willful misconduct or gross negligence.

4. Unless the damage results from our willful misconduct or gross negligence, we are not liable for lost profits, lost business opportunities, lost data, business interruption, or other indirect, special, or incidental damages.

5. If your violation of these Terms causes us any loss or damage, you must compensate us for it.

6. If a dispute with a third party arises from your Input Data, your use of Output, or a breach of your representations and warranties in Section 11(2), you must resolve it at your own expense and hold us harmless from it, and you must compensate us for any loss we incur as a result (including reasonable attorneys’ fees).

22. Personal information

We handle personal information and personal data we obtain through the Service properly in accordance with our separate Privacy Policy, Section 11 of these Terms, and the DPA.

23. Notices and contacting us

1. We may send you notices by posting them in the Service, sending them to your registered email address, or another method we consider appropriate.

2. A notice under Section 23(1) is treated as received by you when we send it.

3. You can contact us at the email address we specify (info@zeone.co.jp).

24. Transferring this agreement

1. You may not assign, transfer, or grant a security interest in your position or your rights and obligations under these Terms without our prior written consent.

2. If we transfer the business relating to the Service to a third party (including through a company split or any other form of business transfer), we may transfer to that party our position and our rights and obligations under these Terms, along with your registration information and other data. You agree to this in advance.

25. Changes to these Terms

1. We may change these Terms under Article 548-4 of the Civil Code of Japan if:

• The change is in the general interest of users
• The change does not conflict with the purpose of the agreement and is reasonable in light of the need for the change, the appropriateness of the new terms, and other relevant circumstances

2. Before making a change under Section 25(1), we will set the date the revised Terms take effect and, a reasonable time before that date, announce the change, the revised Terms, and the effective date by posting them in the Service or by another appropriate method.

26. Severability

If any part of these Terms is found to be invalid or unenforceable, the rest of these Terms will remain in full force and effect.

27. Language

The Japanese version of these Terms is the official version. The English version and any other translations are provided for reference only. If there is any inconsistency between the Japanese version and a translation, the Japanese version prevails.

28. Governing law and jurisdiction

1. These Terms are governed by the laws of Japan.

2. Any dispute between you and us relating to the Service will be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court, depending on the amount in dispute, as the court of first instance.