Terms of Service

1. DEFINITIONS

1.1 In this Agreement:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Customer, You, Your: The business entity entering this Agreement (including its permitted Affiliates) and its Users.
• Services or Takara Tech Services: Our customer data and advertising platform, including DataPulse (CDP), AdWave (DSP), web and mobile apps, dashboards, APIs, SDKs, pixels/trackers, AI-enabled workflows, Documentation, and related materials and content.
• Account: The umbrella configuration linking one legal entity to multiple Products across CDP and DSP with shared funding and data assets.
• Product: A destination asset (e.g., website domain, mobile app) configured within the Account and shared across CDP/DSP.
• Campaign: An advertising campaign in AdWave associated with a single Product and one target Event.
• Event: A tracked action (e.g., Registration, First Funding/Deposit, First Trade) plus up to ten (10) Customer-defined custom events.
• Audience Segment: A group defined in DataPulse for activation; includes Smart (auto) segments and Manual segments.
• Plan: The subscription tier, features, usage limits (e.g., Seats, API calls, storage, events, data enrichment), and Fees selected by You.
• Seats: The maximum number of Users authorized to use the Services under Your Plan.
• Customer Data: All data, information, and material You or Your Users input, upload, or transmit to or through the Services (including via APIs, SDKs, trackers, pixels, or Integration), including Personal Data and advertising results data.
• Documentation: User guides, policies, technical docs (including API docs) that We make available and update from time to time.
• Confidential Information: Non-public information disclosed by a party that is marked confidential or reasonably should be understood as confidential (including pricing, security, and technical information).
• Free Trial: A limited period during which We may provide some or all Services without Fees, subject to usage restrictions and Our discretion.
• Initial Term; Renewal Term; Term: As defined in Section 3.
• DPA: The Data Processing Addendum incorporated by reference.

1.2 Construction.

Singular includes plural; “including” means “including without limitation”; headings are for convenience only.

2. ACCEPTANCE AND UPDATES TO THIS AGREEMENT

2.1 Acceptance.

This Agreement is effective on the earlier of:

• Your acceptance;
• the date You or any User first accesses the Services; or
• the Free Trial start (the “Effective Date”).

2.2 Changes.

We may modify this Agreement from time to time. If a change is material (as determined by Us), We will use commercially reasonable efforts to notify You (e.g., in‑product or by email). Continued use after the effective date constitutes acceptance. If You do not agree, You must immediately cease using the Services and disable Users’ access.

3. TERM, RENEWAL AND NON-RENEWAL

3.1 Term.

This Agreement commences on the Effective Date and continues for the fixed initial subscription period specified in Your Plan (the “Initial Term”).

3.2 Renewal.

After the Initial Term, this Agreement automatically renews for successive renewal periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written non‑renewal notice at least thirty (30) days before the end of the then‑current term.

3.3 Early termination charges.

Unless expressly stated otherwise in an order, Fees for each Term are non‑cancellable and non‑refundable, except as provided in Sections 16.4 and 22.3.

4. PROVISION OF SERVICES, CHANGES AND AVAILABILITY

4.1 Provision.

Subject to this Agreement and timely payment of all Fees, We will provide the Services in accordance with the Plan. We retain sole discretion over the design, operation, selection, and removal of features.

4.2 Changes and discontinuations.

We may add, modify, or discontinue features or components (including APIs) at any time. Where a change materially degrades core functionality of a paid Plan, Your exclusive remedy is to terminate the affected Services on thirty (30) days’ written notice and receive a pro‑rata refund of prepaid, unused Fees for the discontinued portion.

4.3 Availability; support.

Unless otherwise agreed in writing, Services are provided on an “as available” basis with commercially reasonable efforts; no SLA is provided under these standard terms.

5. LICENSE, ACCESS AND RESTRICTIONS

5.1 License.

During the Term and subject to this Agreement and Your Plan limits, We grant You a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to access and use the Services for Your internal business purposes; and to use Our APIs as permitted by the Documentation to integrate Your systems.

5.2 Restrictions.

You and Your Users shall not, and shall not permit any third party to:

• resell, lease, sublicense, timeshare, or provide the Services to third parties (including as a service bureau);
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Services, except to the extent such restriction is prohibited by law;
• exceed, circumvent, or disable any usage limits or technical protections (including on Seats, API calls, storage, events, or data enrichment);
• probe, scan, or test the vulnerability of any system or network; interfere with or disrupt the Services; introduce Malicious Software;
• use the Services to build or assist a product or service that competes with the Services; monitor performance or availability for benchmarking without Our written consent;
• upload or transmit content that infringes Intellectual Property Rights, violates law, is defamatory, discriminatory, obscene, deceptive, or otherwise objectionable; impersonate any person or misrepresent identity; or attempt unauthorized access;
• use solely automated decision‑making with legal or similarly significant effects on a natural person where prohibited by applicable law.

5.3 Event health; auto‑pause.

If any Event used as a trigger or goal is Not Ready (e.g., tracking disabled, material data delay), We may automatically pause or suppress linked journeys and campaigns until restored.

5.4 Administrator; Users.

You must designate an Administrator authorized to manage the Account, Products, Seats, and Plan. You remain responsible for all Users and activities under Your Account and for maintaining the confidentiality of credentials, including API keys.

5.5 Audit.

We may monitor usage remotely. Upon reasonable prior notice, We may audit (electronically or onsite during business hours) Your compliance with this Agreement, including Seat counts and use of APIs, provided such audit does not unreasonably disrupt Your operations. You shall provide reasonable cooperation. If an audit reveals non‑compliance, You shall promptly cure it and pay Our reasonable audit costs where material breach is found.

6. ACCOUNT, PRODUCT AND CAMPAIGN

6.1 Hierarchy.

One Account per legal entity. Multiple Products can be configured under a single Account. Products are shared across DataPulse and AdWave with unified funding and data assets.

6.2 AdWave Campaign constraints.

Each Campaign:

• must target exactly one Product and a primary conversion Event;
• must direct to the Product destination;
• may not change its target Event post‑launch; and
• must comply with budget, bid, schedule, geo/device/daypart, pacing, and creative rules in the Documentation.

6.3 Audience Segments.

Manual segments use concise criteria (e.g., registration/funding status with time windows). Smart (auto) segments are dynamic and algorithm‑driven and may change without notice. You are responsible for eligibility, consent, jurisdictional suppressions, and frequency caps.

7. DATA RETENTION

7.1 Ownership.

As between the parties, You own Customer Data. We and Our licensors own the Services and all other materials excluding Customer Data.

7.2 License to Customer Data.

You grant Us a non‑exclusive, worldwide, royalty‑free license (with the right to sublicense to Our subprocessors) during and after the Term to host, copy, use, process, transmit, display, perform, and create derivative works of Customer Data:

• as necessary to provide, secure, support, maintain, and improve the Services;
• for analytics, diagnostics, product development, and quality assurance; and
• to comply with law. We will not disclose Customer Data except to provide the Services, comply with law, or as permitted by this Agreement and the DPA.

7.3 Aggregated/De‑identified data.

We may generate and use Aggregated or De‑identified Data derived from Customer Data and Service usage for benchmarking, analytics, and improving the Services, provided it does not identify You or any Data Subject.

7.4 Data sources.

DataPulse may ingest first‑party tracked data (pixel/SDK/API), second‑party advertising data (e.g., impressions, clicks, cost), and optional third‑party enrichment You authorize.

7.5 Retention.

Configurable data retention windows (e.g., 90 days to 7 years) may be available by region and Plan. You are responsible for configuring retention and export settings consistent with Your legal obligations.

7.6 Privacy; DPA.

Each party will comply with applicable data protection laws, including Hong Kong’s Personal Data (Privacy) Ordinance (Cap. 486). The DPA is incorporated by reference and governs processing of Personal Data within Customer Data. In the event of conflict concerning Personal Data, the DPA controls.

7.7 Security.

We maintain appropriate technical and organizational measures designed to protect Customer Data. You must keep credentials secure and promptly notify Us of any suspected unauthorized access.

8. THIRD-PARTY SERVICES

8.1 Third‑party platforms.

The Services may interoperate with third‑party platforms (e.g., Google, Meta). You are responsible for complying with their terms and policies. We are not responsible for third‑party platforms or their availability.

8.2 AI/Model policies.

Where AI features rely on third‑party models, You must comply with the model provider’s usage policies to the extent incorporated by reference in Our Documentation.

8.3 Export controls and sanctions.

You represent and warrant that You and Your Users are not subject to sanctions and will not use the Services in violation of applicable export control, trade, or sanctions laws.

9. FEES AND TAXES

9.1 Fees; billing.

Fees are due and payable in advance (monthly or annually) per Your Plan. By providing a payment method, You authorize Us to charge all Fees (including renewals and overages) and applicable taxes.

9.2 Plan changes.

Upgrades take effect immediately and will be prorated. Downgrades (including Seat reductions) take effect at the next Renewal Term. Except as expressly provided here, Fees are non‑refundable.

9.3 Overage and excess use.

If Your usage exceeds Plan limits, You authorize Us to invoice or automatically charge overage Fees at then‑current rates.

9.4 Fees exclude taxes, levies, and duties.

You are responsible for all such amounts (excluding taxes based on Our net income).

9.5 If payment fails or is overdue, We may:

• suspend all or part of the Services;
• charge interest on overdue amounts at eight percent (8%) per annum above the Hong Kong Prime Rate, accruing daily and compounding monthly (or the maximum permitted by law);
• recover reasonable costs of collection (including legal fees).

10. COMPLIANCE

10.1 Acceptable Use.

You and Your Users must comply with Our Acceptable Use Policy and Documentation. Without limiting Section 5.2, You must not use the Services for unlawful, deceptive, or harmful purposes.

10.2 Sensitive events; suppression.

We may, in Our discretion, suppress, pause, or limit campaigns and journeys during market‑sensitive, emergency, or compliance‑sensitive events or when required by law, platform rules, or risk considerations.

11. ATTRIBUTION AND BENCHMARKS

11.1 Attribution.

Default models include: last‑click (e.g., 24‑hour click) for acquisition to Registration/First Funding; post‑signup follows registration attribution unless churned; return windows for churned users; optional data‑driven models.

11.2 Experiments.

Control groups and uplift measurement may be configured across campaigns and journeys.

11.3 Disclaimers.

Attribution and predictions are estimates based on Your configuration, data quality, external platforms, and model constraints and are statistical estimates, not guarantees of performance.

11.4 Optional services.

My Benchmark and My Prediction are optional, paid features. Benchmarks exclude sensitive data and provide contextual ranges; predictions cover 7–30–day horizons and are updated periodically.

12. INTELLECTUAL PROPERTY

12.1 Ownership.

We and Our licensors retain all rights, title, and interest in and to the Services, software, technology, interfaces, Documentation, designs, and all related Intellectual Property Rights. No rights are granted except as expressly set forth.

12.2 Feedback.

You assign to Us all right, title, and interest in and to any Feedback. Where assignment is not permitted, You grant Us a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit Feedback.

13. CONFIDENTIALITY

13.1 Obligations.

Each party (the “Recipient”) will:

• keep the other party’s Confidential Information confidential;
• use it only to perform this Agreement;
• disclose it only to personnel and advisors with a need‑to‑know and under written obligations of confidentiality at least as protective; and
• protect it with at least reasonable care.

13.2 Exceptions.

Confidential Information excludes information that is public without breach, already known without restriction, independently developed without use of the discloser’s information, or rightfully received from a third party without duty of confidentiality.

13.3 Compelled disclosure.

The Recipient may disclose Confidential Information to the extent required by law or court/regulator with prompt notice (where lawful) and reasonable cooperation to seek protective measures.

14. WARRANTIES AND DISCLAIMER

14.1 Authority.

Each party warrants it has the right and authority to enter and perform under this Agreement.

14.2 Customer warranties.

You represent and warrant that:

• You and Your Users will use the Services strictly for business purposes;
• You have obtained all consents and rights necessary to provide Customer Data and to permit the processing described herein;
• Your configurations (including trackers, pixels, Events, exports, and suppressions) comply with law and Documentation;
• You will not introduce Malicious Software.

14.3 Disclaimer.

To the maximum extent permitted by law, the Services (including APIs, analytics, benchmarks, and predictions) are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non‑infringement, accuracy, or uninterrupted or error‑free operation.

15. INDEMNITIES

15.1 Customer indemnity.

You shall defend, indemnify, and hold harmless Takara Tech and its Affiliates, and their respective directors, officers, employees, and agents, from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Customer Data;
• Your or any User’s use of the Services in violation of this Agreement, the DPA, law, or third‑party terms;
• campaigns, creatives, targeting, or segmentation criteria;
• any allegation that Your data collection or sharing practices (including use of trackers/pixels/SDKs) violate law or third‑party rights.

15.2 Procedure.

We will promptly notify You of any claim and reasonably cooperate at Your expense. You will not settle any claim without Our prior written consent if it imposes any obligation on or admits fault by Us. We may participate with counsel of Our choosing at Our expense.

16. LIMITATION OF LIABILITY

16.1 Exclusions.

Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under Hong Kong law.

16.2 Cap.

Subject to Section 16.1, Our total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total Fees actually paid by You to Us for the Services giving rise to the claim in the twelve (12) months immediately preceding the first event giving rise to the claim.

16.3 Excluded damages.

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, business, goodwill, data, or savings; or business interruption, even if advised of the possibility of such damages.

17. SUSPENSION AND TERMINATION

17.1 Suspension.

We may immediately suspend all or part of the Services or Your access if:

• payment is late;
• We detect or reasonably suspect a security incident, fraud, or misuse;
• You or any User breaches this Agreement, the Acceptable Use Policy, or law;
• required by law, regulator, or third‑party platform terms; or
• to prevent harm to the Services or others.

17.2 Termination for cause.

Either party may terminate this Agreement with immediate effect by written notice if the other party materially breaches and fails to cure within fourteen (14) days after written notice, or upon insolvency events of the other party.

17.3 Termination for convenience by Us.

We may terminate the Services or any component for convenience upon sixty (60) days’ written notice. In that event, We will refund prepaid, unused Fees for the terminated portion.

17.4 Effect; data return.

Upon termination, all rights granted to You cease. Provided You have paid all Fees due, We will make Customer Data available for export for thirty (30) days after termination. Thereafter, We may delete or de‑identify Customer Data, except to the extent We are required by law to retain it or it is stored in standard back‑ups (which will be deleted in accordance with Our retention schedules).

17.5 Survival.

Sections 1, 2.2, 5.2–5.5, 6–9, 11–16, 17.4–17.5, 18–23 survive termination.

18. PUBLICITY

Unless You notify Us in writing to the contrary, We may use Your name and logo to identify You as a customer on Our website and in marketing materials.

19. GOVERNING LAW

This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the exclusive jurisdiction of the Hong Kong courts, without prejudice to a party’s right to seek interim injunctive or equitable relief in any competent court to protect its Intellectual Property Rights or Confidential Information.

20. US CUSTOMER – GOVERNING LAW

20.1 Governing law.

If You are incorporated or primarily located in the United States, this Agreement is governed by the laws of the State of Delaware, excluding conflict‑of‑laws rules; the U.S. Federal Arbitration Act governs interpretation and enforcement of Section 20.2.

20.2 Mandatory arbitration; class waiver.

Except for claims relating to Intellectual Property Rights and claims eligible for small claims court, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, conducted in English in Delaware, U.S.A. Claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may award individual relief only and shall have no authority to consolidate claims or preside over a class. Each party bears its own costs; the prevailing party may recover reasonable attorneys’ fees if awarded by the arbitrator.

20.3

You may opt out of arbitration by sending written notice to info@takaratech.jp within thirty (30) days after first becoming subject to this clause, stating Your entity name, address, account email, and a clear statement of opt‑out.

20.4

To the extent permitted by law, the parties waive any right to a jury trial.

21. FORCE MAJEURE

Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, epidemics, war, civil unrest, government actions, labor disputes, failures of the internet or utilities, or third‑party platform outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate and resume performance.

22. MISCELLANEOUS

22.1 Assignment.

You may not assign, transfer, or delegate this Agreement, by operation of law or otherwise, without Our prior written consent. We may assign or novate this Agreement (in whole or in part) to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, with notice to You.

22.2 Entire agreement; order of precedence.

This Agreement (together with any Order, the DPA, and policies referenced herein) is the entire agreement and supersedes all prior or contemporaneous agreements or representations on the subject. In case of conflict:

• a mutually signed Order or addendum (if any);
• the DPA (for Personal Data);
• this Agreement;
• Documentation and policies.

22.3 Severability; waiver; no agency.

If any provision is held invalid, it shall be modified to the minimum extent necessary to be enforceable, and the remainder remains in effect. No waiver is effective unless in writing and signed by the waiving party. The parties are independent contractors; no partnership, agency, or joint venture is created.

22.4 Notices

must be in writing and delivered by email to the contacts on file or to info@takaratech.jp. Notices to You may also be provided via in‑product notifications for operational changes.

22.5 Anti‑bribery; compliance.

Each party will comply with applicable anti‑bribery and anti‑corruption laws, including the Prevention of Bribery Ordinance (Cap. 201), and shall maintain appropriate policies and controls.