Terms of Service

Definitions

Additional Services

Any extra services bought by a Subscriber beyond their subscription.

API

Application Program Interface.

API Key

A key given to Users by the Company to access an API.

Fees

Fees a Subscriber pays to access the Site and Service.

Free User

Anyone using the free aspects of the Site or Service without paying Fees.

Initial Subscription Term

The initial period for which a Subscriber subscribes to the Service.

Intellectual Property Rights

All intellectual property rights including patents, copyrights, trademarks, trade secrets, and similar protections worldwide.

Normal Business Hours

8:30 AM to 5:30 PM Japan time, Monday to Friday.

Personal Information

As defined by Japan’s Personal Information Protection Law.

Site Analysis

Any web domain-specific crawl and analysis requested by the User.

Service

The SEOdin service offered by the Company.

Subscriber

Anyone who pays Fees.

Transaction Taxes

Applicable Japanese consumption taxes and other relevant taxes.

User Data

Any data provided by a User while using the Service.

Users

Free Trial Users and Subscribers.

Description of Service

The Company offers the Service to provide businesses and individuals with detailed search engine optimization reports. By paying the Fees and adhering to these Terms of Service, Subscribers are granted a non-exclusive, non-transferable right to use the Service during the Initial Subscription Term and any renewal periods.

Free Trial Users can access the Site or a limited version of the Service with a free account for a limited time. Subject to these Terms of Service, the Company grants Free Trial Users a non-exclusive, non-transferable, and revocable right to use the limited free elements of the Service for internal business operations. The Company may cancel, suspend, or block a Free User’s access at its sole discretion without notice.

The Company may offer free trials of the Service. These trials are not available to:

1. Anyone who has previously used a free trial.

2. Current Subscribers.

3. Former Subscribers within the last six months.

The Company may change the Site and/or the Service at any time by adding, modifying, suspending, or discontinuing features, with or without notice. Subscribers will be notified of any material changes as per the Service Limitations and Changes to the Service section of these Terms of Service.

Access to the Site and Service requires compliance with these Terms of Service, the SEOdin Privacy Policy, the SEOdin Cookie Policy and any applicable laws.

Support

The Company does not yet provide customer support. However, variouscommunication channels with the SEOdin team are available as defined on the Contact page.

Company Warranties

The Company will perform the Services with reasonable skill and care. This does not apply if an issue is caused by the User’s misuse of the Services, or by modifications made by anyone other than the Company or its authorized agents.

The Company warrants that it has and will maintain all necessary licenses, consents, and permissions required to fulfill its obligations under these Terms of Service.

Conditions Governing All Users

Users must fulfill all responsibilities in these Terms of Service promptly and efficiently.

Users must comply with all applicable laws and regulations when using the Service.

The Service is only available to human users aged 18 or older. By using the Site and Service, you confirm you meet this requirement. If under 18, do not use the Site or Service.

Users must ensure their network and systems meet the Company’s specifications to use the Service.

Users are responsible for their network connections and telecommunications links to the Site and any related issues.

Users must inform the Company immediately of any security breach related to their account or improper use of the Site or Service.

The Company reserves the right to monitor User activity.

Users shall not:

1. Use the Site/Service in a way that affects the performance and availability of a public website they do not own.
2. Breach or infringe any third-party rights.
3. Process or collect personal information without prior consent.
4. Crawl pages with illegal or infringing content.
5. Use the Company’s name, logo, or branding without consent or impersonate any person or entity.
6. Access, tamper with, or use private areas of the Site, Service, or Company’s systems.
7. Break or circumvent the Company’s security measures or test the vulnerability of the Site, Service, or Company’s systems.
8. Copy, modify, duplicate, mirror, republish, download, reverse compile, or distribute the Service or Site.
9. Interfere with or disrupt the proper functioning of the Site or Service.
10. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Service or make it available to the general public or any third party.

Conditions Governing Subscribers

This Agreement starts on the Subscription Start Date of the first Order Form and continues until all Order Forms expire or are terminated, unless agreed otherwise in writing. Each Order Form specifies its term, which will automatically renew for additional terms unless terminated as per the "Termination" subsection of this section. The Company is not obligated to notify Subscribers of automatic renewals.

Fees

Subscribers must pay the fees and expenses specified in each Order Form, exclusive of value-added tax. Upon automatic renewal, fees may increase by up to 6% without notice or to the current rate with 90 days’ notice. Subscribers must pay or reimburse the Company for applicable Transaction Taxes. If audited, Subscribers must provide proof of tax payment. The Company may share this evidence with tax authorities.

Payment Terms

Unless otherwise specified in the Order Form, invoices must be paid within 30 days. If payment is not received, the Company may:

1. cancel the subscription and disable the account, leading to potential data loss,
2. charge daily interest on outstanding fees at 2% per month, and
3. charge for legal fees and collection costs.

Subscribers

Subscribers must select their Initial Subscription Term when signing up. Subscriptions automatically renew for the same term unless terminated as per the “Termination” subsection of this section. The Company is not obligated to notify Subscribers of automatic renewals and advises Subscribers to check their Billing page for renewal dates.

Credit Card

Subscribers authorize the Company to bill their credit card for fees related to the initial and renewal terms. Subscribers must ensure their credit card information is accurate and up to date. If the Company cannot charge the card, it may cancel the subscription, resulting in loss of access and data. The Company does not store or share credit card details. Subscribers should check their Billing page for renewal dates.

Termination

Either the Subscriber or the Company may terminate these Terms of Service with at least 60 days' written notice, effective at the end of the Initial Subscription Term or any renewal term.

Either party may terminate these Terms of Service immediately with written notice if the other party commits a material breach and fails to remedy it within 30 days of receiving notice specifying the breach.

The Company may terminate these Terms of Service or suspend the Service and/or access to the Site or Subscriber's account immediately with written notice if the Subscriber breaches any provision of the Conditions Governing All Users section or any payment terms in this section.

Upon termination,

1. all licenses granted under these Terms end,
2. the Subscriber must stop using the Service,
3. the Company may delete any User Data or related data, and
4. any accrued rights, remedies, obligations, or liabilities remain unaffected, including the right to claim damages for prior breaches.

Reactivation

If a Subscriber's account is suspended or terminated, reactivation is at the Company’s discretion and may incur additional fees.

Refunds

The Company is not obligated to refund any Fees paid, except as specified in these Terms.

If the Subscriber cancels their account during the Initial Subscription Term or any renewal term for any reason, the Subscriber will immediately be billed for the current term minus a pro-rated amount of the Fees for the remaining term.

Partial Refund for Large-Scale Crawls

In addition to the refund provisions outlined above, the Company may, at its sole discretion, offer a partial refund for a Site Analysis if:

1. the Site Analysis includes more than 5 million analyzed web pages, and
2. the Site Analysis was added within the last 60 days.

The amount of the partial refund will be determined by the Company based on the specific circumstances of the Site Analysis and the portion of the Service that has been utilized.

User Data

The User owns all rights to their User Data and is responsible for its legality, reliability, integrity, accuracy, and quality. The User grants the Company a non-exclusive, royalty-free, worldwide, sub-licensable right to use, copy, store, transmit, display, analyze, and otherwise manage User Data in connection with the Service. The Company is not liable for any impact on the Service if User Data becomes unavailable due to the Company's fault, but will use commercially reasonable efforts to restore access as soon as possible.

In the event of loss or damage to User Data, the Company's sole obligation is to use commercially reasonable efforts to restore it. The Company is not responsible for any loss, destruction, alteration, or disclosure of User Data caused by third parties, except those subcontracted by the Company.

The Company is not obligated to make backup copies or return User Data upon termination or expiration of these Terms of Service.

To the extent that User Data contains any Personal Information:

1. Both parties must comply with Japan's Act on the Protection of Personal Information (APPI) laws when processing Personal Information in connection with these Terms of Service, as specified in the applicable Order Form regarding types of data, categories of subjects, nature, purposes, and duration.
2. Each party must maintain records of all processing operations as required by APPI laws and provide this information to the relevant authority upon request.
3. The User shall ensure that any instructions it issues to the Company shall comply with the APPI laws.
4. To the extent the Company receives from, or processes any Personal Information on behalf of, the User, the User acknowledges that the User shall be the data controller and the Company shall be the data processor of such Personal Information, and the Company shall:
   1. process such Personal Information
      1. only in accordance with the User’s lawful written instructions from time to time (including those set out in these Terms of Service), unless it is otherwise required by applicable law (in which case, unless such law prohibits such notification on important grounds of public interest, the Company shall notify the User of the relevant legal requirement before processing the Personal Information), and
      2. only for the duration of these Terms of Service;
   2. not process such Personal Information for any purpose other than those set out in these Terms of Service or otherwise expressly authorised by the User;
   3. take commercially reasonable steps to ensure its personnel who are authorised to have access to such Personal Information are committed to binding obligations of confidentiality when processing such Personal Information;
   4. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Information, including protecting such Personal Information against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
   5. not transfer, access or process such Personal Information outside of Japan without the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the transfer to and access of such Personal Information by group companies of the Company located outside Japan for purposes in connection with the provision of the Service);
   6. inform the User without undue delay upon becoming aware that any such Personal Information is (while within the Company’s or its subcontractors’ possession or control) subject to a Personal Information breach;
   7. only appoint a third party to process such Personal Information with the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the appointment by the Company of third party hosting and server providers, including but not limited to Amazon Web Services, as well as group companies of the Company, to process such Personal Information), and notwithstanding any such appointment the Company shall be liable for the acts and omissions of any such third party as if they were the acts and omissions of the Company;
   8. not disclose any Personal Information to any Data Subject or to a third party other than at the written request of the User or as expressly provided for in these Terms of Service;
   9. (except for Personal Information of which the Data Processor is also a Data Controller and except as required by law or in order to defend any actual or possible legal claims) as the User so directs, take reasonable steps to return or irretrievably delete all Personal Information on termination or expiry of these Terms of Service, and not make any further use of such Personal Information;
   10. permit the User or its representatives to access any relevant premises, personnel or records of the Company on reasonable notice and at Normal Business Hours to audit and otherwise verify compliance with this section, subject to:
       1. the User performing such audits no more than once per year (or more frequently if required by APPI laws);
       2. the User submitting a detailed audit plan at least six weeks in advance of the proposed audit date;
       3. the User and its representatives executing a confidentiality agreement acceptable to the Company prior to such audit;
       4. the audit being at the User’s sole cost and expense;
   11. notify the User within as soon as reasonably practicable if it receives a request from a Data Subject to exercise its rights under the APPI laws in relation to that person’s Personal Information; and
   12. provide the User with reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the APPI laws in relation to that person’s Personal Information, provided that the User shall be responsible for the Company’s costs and expenses arising from such co-operation and assistance.
5. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Information by the other party or to either party’s compliance with the APPI laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.

Any personal Information collected by the Company in its capacity as a data controller for its own business purposes will be processed in accordance with the SEOdin Privacy Policy.

Improvements

The Company may incorporate updates or improvements to the Service, which will be made available according to the Company’s standard release process.

Additional Services

The Company may provide a free API with proprietary data. Users must follow link and attribution guidelines when displaying this data publicly. Users receive a non-exclusive API Key, which must be kept confidential and not shared. Users are responsible for all activities using their API Key. The Company will assume all access through the API Key is by the licensed User, regardless of unauthorized use.

The Company may suspend or terminate access to a free API at any time, for any reason, with or without cause. Users agree they have no rights to the API and are not entitled to any compensation if access is suspended or terminated.

Service Limitations and Changes to the Service

The Company may set limits on the Service usage (e.g., access frequency) or make changes at its discretion. If these limits or material changes affect a Subscriber and are not temporary, the Company will provide at least 30 days’ notice. The Subscriber can terminate their subscription within 30 days of this notice, effective when the limit or change is implemented, and receive a pro-rated refund for the remaining term.

IPR

Users acknowledge that the Company and/or its licensors own all Intellectual Property Rights in the Site and Service. Except as expressly stated in these Terms of Service, Users are not granted any rights to these Intellectual Property Rights or any other rights in the Site or Service.

Users grant the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate any feedback provided regarding the Site and Service.

Indemnity

The Company shall defend, indemnify, and hold harmless a Subscriber and its officers, directors, and employees against any third-party claim that the Service infringes on any Intellectual Property Rights.

Users shall defend, indemnify, and hold harmless the Company and its officers, directors, and employees against all third-party claims, actions, losses, damages, expenses, and costs (including court costs and legal fees) arising from the User’s use of the Service.

The Company, its employees, agents, and subcontractors are not liable for infringement claims if:

1. The Service is modified by anyone other than the Company or its agents.
2. The User uses the Service in breach of these Terms or Company instructions.
3. The User continues using the Service after being notified of infringement and asked to stop.
4. The User combines the Service with unauthorized materials or services, creating the basis for the claim.
5. The User fails to implement updates or modifications as provided or directed by the Company.

The Company may allow the Subscriber to continue using the Service, or replace or modify it to be non-infringing. If these options are not available, the Company may terminate these Terms of Service with 2 business days’ notice, providing a pro-rated refund for the remaining term. Beyond this, the Company has no additional liability or obligation to pay damages or other costs.

The Company is not obligated to defend, indemnify, or hold harmless a Free Trial User under any circumstances.

This section, along with the Disclaimer of Warranties section, outlines the User’s sole and exclusive rights and remedies, and the Company's entire obligations and liability, for infringement of third-party Intellectual Property Rights related to the Service.

Disclaimer of Warranties

We do not guarantee that files available for download from the internet or the Site are free of viruses or destructive code. You are responsible for implementing anti-virus protection and maintaining external backups of your data. We are not liable for any loss or damage caused by distributed denial-of-service attacks, viruses, or other harmful material that may infect your equipment, data, or proprietary material due to your use of the Site or downloading material from it or linked sites.

Your use of the Site, its content, and any services or items obtained through the Site is at your own risk. The Site, its content, the Service, and any Additional Services are provided "as is" and "as available," without any express or implied warranties. The Company and its associates do not warrant the completeness, security, reliability, quality, accuracy, or availability of the Site. We do not guarantee that the Site, its content, or services will be error-free, uninterrupted, or free of viruses or harmful components, nor that they will meet your needs or expectations.

The Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, non-infringement, and fitness for a particular purpose.

This disclaimer does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation of Liability

The Company and its affiliates, licensors, service providers, employees, agents, officers, and directors are not liable for any damages arising from your use or inability to use the Site, linked websites, content, services, or items obtained through the Site. This includes direct, indirect, special, incidental, consequential, or punitive damages, such as personal injury, emotional distress, loss of revenue, profits, business, anticipated savings, use, goodwill, or data, whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

The collective liability of the Company, its affiliates, licensors, service providers, employees, agents, officers, and directors to any party, regardless of the form of action (contract, tort, or otherwise), will not exceed the total fees you paid under these Terms of Service for using the Site and/or Services.

This limitation of Liability does not affect any liability that cannot be excluded or limited under applicable law.

Users acknowledge that the Company may sub-contract elements of the Service to third parties (e.g., data hosting and storage providers). The Company is only liable for losses related to sub-contracted elements to the extent it can recover from the third-party sub-contractor.

Force Majeure

The Company is not liable for delays or failures in performing its obligations due to events beyond its control, including strikes, utility failures, acts of God, war, riots, compliance with laws, accidents, machinery breakdowns, fires, floods, storms, or supplier defaults. The User will be notified of such events and their expected duration.

Special Admonitions for International Use

Users agree to comply with all local laws regarding internet conduct and acceptable content, including laws on obscene and indecent content and the transmission of technical data exported from the User's country.

Publicity

Users may reference the Company in any publicity announcements without prior written consent. The Company will not reference the User without their prior written consent.

General

Conflict

These Terms of Service take precedence over the User Agreement and Privacy Policy. In case of conflict, these Terms of Service prevail. However, this does not prevent the Company from exercising its rights under the User Agreement or Privacy Policy, except where these Terms of Service prevail.

Notices

By using the Site or Service, Users consent to receive information electronically. The Company may provide information via email to any registered address or through the Site or Service. Notices sent this way are deemed given and received on the transmission date. These Terms of Service and any notices are enforceable in electronic format.

Waiver

No single or partial exercise, or failure or delay by a User or the Company in exercising any right under these Terms of Service, shall constitute a waiver of that right or any other rights.

No Partnership or Agency

These Terms of Service do not create a partnership or joint venture between the Company and a User. Neither party has the authority to bind or obligate the other, except as expressly provided in these Terms.

Assignment

Users may not assign rights or delegate duties under these Terms of Service. The Company may assign rights or delegate duties to (a) an affiliate or (b) an acquirer of the majority of the Company's equity interests, assets, or related business. These Terms bind successors and permitted assigns.

Third Party Rights

Except as stated otherwise, these Terms of Service do not confer any rights, benefits, or remedies to anyone other than the parties.

Severance

If any provision of these Terms of Service is found invalid, unlawful, or unenforceable by a court, it shall be replaced by a valid provision that closely matches the original intent. This does not affect the remainder of the Terms or the validity of the provision in other jurisdictions.

Entire Agreement

These Terms of Service, and any referenced documents, constitute the entire agreement between the parties and supersede any prior agreements. Both parties acknowledge that they do not rely on any statements or representations not expressly included in these Terms.

Counterparts

These Terms of Service may be executed in multiple counterparts, each of which shall be considered an original.

Governing Law and Jurisdiction

These Terms of Service and any related disputes shall be governed by the laws of Japan. Both parties submit to the exclusive jurisdiction of the courts of Japan. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

These Terms of Service

By accessing the Site or Service, Users consent to receive these Terms of Service electronically via the Site. Users should print a copy for their records.

Queries

Any questions regarding these Terms of Service should be addressed to terms@seodin.app.