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These Terms of Service (these "Terms") set forth the conditions for the use of KeyCenter and related services provided by I's Co., Ltd. (the "Company"). Customers must read and agree to these Terms before using the Services. This English version is provided for reference only. In the event of any discrepancy or inconsistency between the Japanese version and this English version, the Japanese version shall prevail.
Article 1 (Definitions)
In these Terms, the following terms have the meanings set forth below:
- "Services" means KeyCenter, the AI agent automation services for Amazon sellers provided by the Company, including inventory and warehouse management, analytics and forecasting, listing automation, repricing, advertising optimization, customer service and review management, and related consulting and support.
- "Customer" means a business or individual business operator that has entered into a Service Agreement with the Company.
- "Service Agreement" means the agreement for use of the Services concluded between the Company and the Customer in accordance with these Terms.
- "Amazon Account" means the Customer seller account on Amazon Seller Central, Amazon Ads or other Amazon services.
- "Customer Data" means data provided by the Customer or obtained from the Amazon Account under the Customer authorization.
- "AI Output" means forecasts, analyses, recommendations, text, prices, bids and other outputs generated by AI agents within the Services.
Article 2 (Application)
These Terms apply to all relationships between the Company and the Customer concerning the use of the Services.
Individual terms, plan descriptions, quotations or order forms issued by the Company form part of these Terms. In the event of any conflict, the individual agreement shall prevail unless otherwise specified.
Article 3 (Formation of Agreement)
The Service Agreement is formed when a prospective Customer applies in the manner prescribed by the Company, agreeing to these Terms, and the Company accepts the application.
The Company may refuse an application if it determines that the applicant has provided false information, has previously violated these Terms, falls under antisocial forces, or is otherwise inappropriate. The Company is not obliged to disclose the reasons for refusal.
Article 4 (Account Management)
The Customer shall manage the IDs, passwords and other authentication information for the Services at its own responsibility and shall not allow any third party to use them.
Any use of the Services with the Customer authentication information is deemed to be use by the Customer. The Customer shall promptly notify the Company if it becomes aware of unauthorized use.
Article 5 (Fees and Payment)
The Customer shall pay the fees for the plan it has selected (Starter: JPY 49,800 per month; Growth: JPY 148,000 per month; Enterprise: as quoted individually; all amounts including tax) by bank transfer or credit card in the manner prescribed by the Company. The initial setup fee for the Starter and Growth plans is JPY 0.
The minimum contract period is one month. Bank transfer fees shall be borne by the Customer. Fees already paid are non-refundable except as required by law or as otherwise provided in these Terms.
The Company may change its fees by giving at least 30 days prior notice.
Article 6 (Free Consultation and Assessment)
The Company provides an initial consultation and assessment free of charge. The free consultation does not create any obligation for either party to enter into a Service Agreement.
Proposals, estimates and improvement targets presented in the free consultation are reference information based on the information available at that time and do not guarantee any particular result.
Article 7 (Amazon Account Access and SP-API Authorization)
To use the Services, the Customer shall grant the Company authorization to access the Amazon Account through the Amazon Selling Partner API (SP-API), Amazon Ads API or other means permitted by Amazon. The Company will access and use the Amazon Account only within the scope of the authorization and to the extent necessary to provide the Services.
The Customer may revoke the authorization at any time, in which case some or all of the Services may become unavailable. The Company does not request the Customer Seller Central login password and the Customer shall not provide it.
Article 8 (Customer Responsibility for Compliance with Amazon Policies)
The Customer shall comply with the Amazon Services Business Solutions Agreement, program policies, advertising policies and all other rules established by Amazon, as well as applicable laws in each marketplace.
The Customer is responsible for the final decision on and the content of listings, prices, advertisements and messages executed through the Services. The Company is not liable for account suspension, listing removal or other measures taken by Amazon, except where caused by the intentional misconduct or gross negligence of the Company.
Article 9 (Prohibited Acts)
The Customer shall not engage in any of the following acts in using the Services:
- Acts that violate laws, public order and morals, or Amazon policies.
- Acts that infringe the intellectual property rights, privacy or other rights of the Company, Amazon or third parties.
- Manipulation of reviews, fraudulent price fixing, or listing of counterfeit or prohibited products.
- Unauthorized access to, or interference with, the servers or networks of the Services.
- Reverse engineering, decompiling or disassembling the Services, or using the Services to develop a competing service.
- Reselling, sublicensing or allowing third parties to use the Services without the consent of the Company.
- Providing false information to the Company.
- Any other acts that the Company reasonably deems inappropriate.
Article 10 (Intellectual Property Rights)
All intellectual property rights in the Services, including software, AI models, algorithms, documentation and trademarks, belong to the Company or its licensors. The Service Agreement does not transfer or license these rights except for the right to use the Services within the scope of these Terms.
Rights in Customer Data remain with the Customer or the relevant rights holders. The Customer grants the Company a non-exclusive right to use Customer Data to the extent necessary to provide and improve the Services, in accordance with Article 13.
Article 11 (AI Output)
AI Output is generated automatically based on statistical models and available data and may contain errors, omissions or inaccuracies. The Company does not guarantee the accuracy, completeness, usefulness or any particular result (including sales, profits, rankings or cost reductions) of AI Output.
Figures such as reductions in work time or improvement rates presented by the Company are targets or typical outcomes and are not guaranteed. The Customer shall use AI Output at its own judgment and responsibility, and may configure human approval for automated actions.
Article 12 (Confidentiality)
Each party shall keep confidential the technical, business and other information of the other party disclosed in connection with the Service Agreement and shall not disclose it to third parties or use it for purposes other than the Service Agreement without the prior written consent of the other party.
The foregoing does not apply to information that was publicly known, was already lawfully possessed, was lawfully obtained from a third party, or was independently developed. This obligation survives for three years after termination of the Service Agreement.
Article 13 (Handling of Data)
The Company handles personal information in accordance with its Privacy Policy and handles Customer Data in accordance with these Terms, applicable laws and Amazon data protection policies.
The Company may use Customer Data in statistical or anonymized form that does not identify the Customer for the purpose of improving the Services. The Company does not use Customer Data to train third-party AI models without the consent of the Customer.
Upon termination of the Service Agreement, the Company will delete or anonymize Customer Data within a reasonable period, except where retention is required by law.
Article 14 (Changes, Suspension and Discontinuation of the Services)
The Company may change the content of the Services or discontinue all or part of the Services by giving prior notice to the Customer.
The Company may suspend all or part of the Services without prior notice in the event of system maintenance, failure, force majeure, changes in or suspension of Amazon APIs or specifications, or other circumstances in which the provision of the Services is difficult.
The Company is not liable for any damage incurred by the Customer as a result of the measures in this Article, except where caused by the intentional misconduct or gross negligence of the Company.
Article 15 (Disclaimer and Limitation of Liability)
The Company does not warrant that the Services are free of defects, fit for a particular purpose, or will operate without interruption, nor that the Services will be compatible with future changes to Amazon services.
If the Company is liable to the Customer for damages in connection with the Services, the Company shall be liable only for ordinary and direct damages actually incurred, and the total amount shall not exceed the total fees actually paid by the Customer to the Company in the three months preceding the event giving rise to the damages.
The limitation in the preceding paragraph does not apply where damages are caused by the intentional misconduct or gross negligence of the Company.
Article 16 (Cancellation and Termination)
The Customer may cancel the Service Agreement at any time by notifying the Company in the prescribed manner; cancellation becomes effective from the next billing cycle. Fees for the current billing cycle are not prorated or refunded.
The Company may immediately suspend the Services or terminate the Service Agreement without notice if the Customer violates these Terms, delays payment, becomes subject to bankruptcy or similar proceedings, or otherwise seriously damages the relationship of trust.
Upon termination, the Customer shall immediately pay all outstanding amounts owed to the Company.
Article 17 (Exclusion of Antisocial Forces)
Each party represents and warrants that it, its officers and its substantial controlling persons are not and will not become organized crime groups, members thereof, related companies, corporate racketeers or other antisocial forces, and that it has no relationship with them.
If the other party breaches this Article, a party may terminate the Service Agreement immediately without notice and shall not be liable for any damage incurred by the breaching party as a result.
Article 18 (Prohibition of Assignment)
The Customer shall not assign, transfer, pledge or otherwise dispose of its contractual position or any rights or obligations under the Service Agreement to a third party without the prior written consent of the Company.
If the Company transfers the business relating to the Services, it may transfer the contractual position, rights and obligations under the Service Agreement and Customer information to the transferee, and the Customer consents to such transfer in advance.
Article 19 (Amendment of these Terms)
The Company may amend these Terms in accordance with Article 548-4 of the Civil Code of Japan. The Company will notify the Customer of the content and effective date of the amendment by posting on its website or by other appropriate means in advance.
Article 20 (Governing Law and Jurisdiction)
These Terms and the Service Agreement are governed by the laws of Japan.
The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over all disputes arising in connection with these Terms or the Services.
株式会社I's（I's Co., Ltd.）／ 〒160-0021 東京都新宿区歌舞伎町2丁目20番9号 三経75ビル B1F