Instagram and MEO marketing terms and condition MDS

＜Instagram Marketing / MEO marketing Plan Terms and Condition＞

This Terms of Use Agreement (hereinafter referred to as the "Agreement") sets forth the rights and obligations between MDS BUSINESS SERVICES CO.L.L.C, a joint development company based in Dubai, and Sugar Bamboo, a Singaporean corporation (hereinafter referred to as the "Development Companies"), which provide a platform to MDS Co., Ltd. and Rio Co., Ltd. (hereinafter referred to as the "Group"), and the users who utilize the "Instagram Operation Plan (IG PLAN)" provided to users through sales agents and partners. Users who wish to utilize the aforementioned service as a user must carefully read the entire Agreement and agree to its terms before proceeding."

Article 1 (Applicability)
The purpose of this agreement is to establish the rights and obligations between the Group and the User (defined in Article 2) regarding the use of the Service (defined in Article 2), and it shall apply to all aspects of the relationship between the User and the Group related to the use of the Service.

The rules, regulations, and other provisions regarding the Service that the Group periodically publishes on the Group's website (defined in Article 2) shall form a part of this agreement.

Article 2 (Definitions)

The following terms used in this agreement shall have the meanings defined below:

"Intellectual Property Rights" shall refer to copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the rights to acquire such rights or file applications for the use thereof).
"Group's Website" shall refer to the website operated by the Group (including any changes in domain or content of the Group's website for any reason, including the post-change website).
"Prospective User" shall refer to the "Prospective User" as defined in Article 3.
"Registration Information" shall refer to the "Registration Information" as defined in Article 3.
"User" shall refer to an individual or legal entity that has applied as a user of the Service based on Article 3.
"Service" shall refer to the service with the name "Instagram Operation Plan (IG PLAN)" provided by the Group (including any changes in the name or content of the service for any reason, including the post-change service).
"Instagram" shall refer to the service with the name "Instagram" (https://instagram.com/) (including any changes in the name or content of the service for any reason, including the post-change service).
"Instagram Operator" shall refer to Meta Platforms, Inc., the operator of Instagram. In the event of a change in the company's name or the operator of Instagram, it shall refer to the post-change operator.
"Instagram Terms" shall refer to the terms of use for Instagram as determined by the Instagram Operator.
"SNS" shall refer to social networking services such as Instagram, Twitter, and Facebook.
"SNS Operator" shall refer to the company operating the SNS.
"SNS Terms" shall refer to the terms of use for the SNS as determined by the SNS Operator.
"MEO" shall refer to measures for achieving high-ranking display on Google Maps (including any changes in the name or content of the service for any reason, including the post-change service).

Article 3 (Application for Use)

Those who wish to use the Service (hereinafter referred to as "Prospective User") may apply for the use of the Service by agreeing to comply with this agreement and providing certain information (hereinafter referred to as "Registration Information") as determined by the Group in the manner specified by the Group.

Please note that the Service is exclusively for businesses and is not intended for individual use. Individuals are requested to refrain from applying.

The application for use must be made personally by the individual or legal entity intending to use the Service, and in principle, applications made by agents will not be accepted. The Prospective User must provide true, accurate, and up-to-date information to the Group when applying for use.

The Group may refuse the use of the Service if the applicant falls under any of the following circumstances:

The Group determines that there is a risk of violating this agreement.

False, inaccurate, or incomplete information is provided in the Registration Information provided to the Group.

The applicant has previously had their use of the Service revoked.

The applicant is a minor, an adult under guardianship, a person under conservatorship, or a person under assistance, and has not obtained the consent of their legal representative, guardian, conservator, or assistant.

The Group determines that the applicant is involved in or has any form of interaction or involvement with antisocial forces (including organized crime groups, gang members, right-wing groups, antisocial forces, or similar entities).

Other cases where the Group reasonably determines that the use is not appropriate.

The Group will assess the eligibility of the Prospective User's use based on the criteria established by the Group and notify the Prospective User accordingly if their use is approved. Upon receiving such notification, the Prospective User's status as a user of the Service is established, and a contractual agreement (hereinafter referred to as "User Agreement") for the use of the Service in accordance with the provisions of this agreement between the User and the Group is formed.

If there are any changes to the Registration Information, the User must promptly notify the Group of such changes and submit the requested documents to the Group using the method specified by the Group.

Article 4 (Use of the Service and Minimum Usage Period)

During the effective period of the User Agreement, the User may use the Service in accordance with this agreement and the methods specified by the Group.

The minimum usage period shall be from 3 months to 12 months (please refer to the period stated on the website before using). It shall automatically renew on the expiration date of the User Agreement, and the same applies to subsequent renewals until termination in accordance with Article 20.

During the minimum usage period, cancellation or reduction of the Service is not permitted.

Article 5 (Fees and Payment Methods)

The User shall pay the usage fees for the Service, which are calculated based on the fee structure specified on the Group's website, using the designated credit card. The User shall bear the necessary costs for payment.

Payment for the usage fees in the initial month of application will be made within 3 days from the application date, provided that the credit card information provided in the registration details is correct. No pro-rata calculation will be performed for the initial month's payment, and the payment will be based on the fees specified on the Group's website, regardless of the number of days used. The User agrees to this arrangement.

Billing for the usage fees will occur once on the application date and subsequently on the 10th day of each month, including the application month. Therefore, in the initial month of application, there may be two billing occurrences. For example, if the application is made on the 9th, there will be an additional automatic payment on the 10th of every month. On the other hand, upon cancellation, the service will be provided until the 10th of the month following the cancellation month, so there will be no significant disadvantage to the customer (please note that there may be a difference in the number of days of service provision depending on the application date).

On the monthly payment date, payment will be processed through the payment company via the designated credit card. Regarding the initial month of application, payment will be made once within 3 days from the application date, so the above may not apply.

The monthly usage fees are handled as prepayment because they cover the assignment of our staff, server setup, and preparation of operational systems. If payment cannot be confirmed, the service provision will be interrupted, and the service will resume once payment is confirmed. However, during the period of service interruption, if restrictions on new user applications are in place to maintain a smooth operational system, economic damages may occur. In such cases, no pro-rata calculation will be performed, and the full amount will be invoiced regardless of the number of days used.

In the event of non-payment of the service usage fees, a late payment charge of 3% per annum may be imposed. Furthermore, if the payment is overdue for two or more months, the service usage will be suspended (as server management and company administration tasks are involved), and the accumulated overdue amount will be considered.

For the IG SINGLE PLAN, a 12-month contract is required (¥ 15,500 * 12 months = ¥ 186,000).
For the MEO SINGLE PLAN, a 12-month contract is required (¥ 15,500 * 12 months = ¥ 186,000).
For the DOUBLE PLAN, a 12-month contract is required (¥ 27,000 * 12 months = ¥ 324,000).

Article 6 (Refunds of Paid Usage Fees)

The refund of usage fees after payment is not accepted due to the nature of the service, and the user agrees to this.

The billing of usage fees for this service begins from the date of application and immediate payment occurs, not at the start of the service. The user agrees to this arrangement.

Due to the nature of the product, refunds, returns, and cancellations are not possible. Furthermore, as stipulated by the cooling-off system, web services are not eligible for cooling-off, and we are unable to provide any assistance in this regard. This is because the purchase of management devices, deployment of personnel, installation of servers, and provision of call centers and other support services have already been carried out at the time of application.

Article 7 (Prohibited Actions)

Users must not engage in any of the following acts when using the service:

Acts that infringe upon the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Group, other users, SNS operators, or third parties (including acts that directly or indirectly cause such infringement).
Acts related to criminal activities or acts that violate public order and morals.
Acts of transmitting obscene or harmful information to minors.
Acts of transmitting information related to sexual encounters.
Acts that violate laws or internal regulations of the Group or industry associations to which users belong.
Acts of transmitting information that includes computer viruses or other harmful computer programs.
Acts of tampering with information that can be used in relation to the service.
Acts of transmitting data through the service that exceeds a certain data capacity determined by the Group.
Acts that may reasonably be deemed to interfere with the operation of the service as determined by the Group.
Acts that violate the terms of use specified by the SNS operator.
Any other acts that the Group deems inappropriate and reasonably determines as such.

If the Group reasonably determines that the user's act of transmitting information in the service falls under any of the preceding items or is likely to do so, the Group may delete all or part of the relevant information without prior notice to the user. The Group shall not be held responsible for any damages incurred by the user as a result of the measures taken by the Group based on this provision.

Article 8 (Suspension of the Service, etc.)

The Group may, without prior notice to the user, suspend or interrupt the use of all or part of the service in the following cases:

When regular or emergency inspections or maintenance work on the computer system related to the service are conducted.
When the computer, communication lines, or other equipment is stopped due to accidents.
When the operation of the service becomes impossible due to force majeure events such as fire, power outage, natural disasters, or geological changes.
When there are issues with the SNS operator, service interruptions or suspensions, discontinuation of integration with the service, specification changes, and other similar circumstances.
In any other case where the Group reasonably determines that suspension or interruption is necessary.

The Group may, at its reasonable discretion, terminate the provision of the service. In such a case, the Group will notify the user in advance.

The Group shall not be held responsible for any damages incurred by the user as a result of the measures taken by the Group based on this provision.

Article 9 (User's Responsibility for Facilities, etc.)

The user shall bear the cost and responsibility for preparing and maintaining the necessary equipment, such as computers, smartphones, software, and other devices, as well as communication lines and other communication environments, to receive the provision of this service.

The user shall, at their own expense and responsibility, take security measures such as preventing computer virus infections, unauthorized access, and information leakage, in accordance with their own service usage environment.

Even if the Group has stored the information transmitted and received by the user for a certain period of time for operational purposes, the Group shall not be obligated to store such information, and the Group may delete this information at any time. Furthermore, the Group shall not be held responsible for any damages incurred by the user as a result of the deletion of such information.

When the user downloads software or other materials from the Group's website or installs them on their computer, smartphone, or other devices during the use of this service, the user shall exercise sufficient caution to prevent the disappearance or alteration of their own information, equipment malfunctions, damages, and other similar issues. The Group shall not be responsible for any damages incurred by the user as a result of such incidents.

Article 10 (Ownership of Rights)

All ownership and intellectual property rights related to the Group's website and this service belong to the Group or the licensors who have granted licenses to the Group. The license to use this service under the provisions of this agreement does not imply the transfer or granting of the Group's or the licensors' intellectual property rights related to the Group's website or this service, except as expressly stated in this agreement. The user agrees not to engage in any act that may infringe upon the intellectual property rights of the Group or the licensors, for any reason whatsoever (including but not limited to disassembling, decompiling, or reverse-engineering).

Article11（Termination of Use, etc.)

The Group may, without prior notice or warning, temporarily suspend the use of this service or revoke the user's access to this service if any of the following reasons apply to the user:

Violation of any provision of these Terms and Conditions.
Discovery of false information in the registration details.
Use or attempted use of this service for purposes or by means that may cause damage to the Group, other users, SNS operators, or other third parties.
Violation of the SNS terms of service disclosed by the SNS operator or any other reason that renders the user unable to receive the services or cooperation from the SNS operator.
Interference with the operation of this service, regardless of the method employed.
Suspension of payment or insolvency, commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or filing for any similar proceedings.
Dishonor of self-issued or accepted bills or checks, or imposition of trading suspension measures by a bill exchange.
Filing of attachment, provisional attachment, provisional disposition, forced execution, or auction.
Imposition of disposition for delinquent payment of taxes.
Death or commencement of guardianship, conservatorship, or assistance proceedings.
Falling under any of the items in Article 3, paragraph 3.
Any other reasonable determination by the Group that the user's continued use is not appropriate.

Upon the occurrence of any of the reasons stated in the preceding paragraph, the user shall lose the benefit of term for all obligations owed to the Group and must immediately fulfill all outstanding obligations to the Group.

The Group may terminate the user agreement by notifying the user in the manner specified by the Group up to five business days in advance. The user's termination of the user agreement shall be made by the method and within the deadline separately specified by the Group.

If the user agreement is terminated based on this article, the Group may revoke the user's access. In the event that the user wishes to use this service again after such revocation, there may be restrictions on the use of this service.

The Group shall not be held responsible for any damages incurred by the user as a result of actions taken by the Group under this article.

Article12（Application via Commission Agent）

If the user applies for the use of this service through a commission agent (an individual or corporation engaged in customer referral services), it shall be deemed that the user has applied for the use after understanding the explanation provided by the commission agent.

Even if there are discrepancies between the explanation from the commission agent and these Terms and Conditions, the user agrees that the Group will not accept any objections or claims against the Group.

The Group shall be exempt from any responsibility regarding issues arising between the commission agent and the user, and the user agrees to this.

In the event of non-payment of the usage fees for this service or any other occurrence, if there is no response from the user to the Group or the payment agency for a certain period of time, the Group may notify the commission agent, and the user agrees to this.

Article13（Disclaimer of Warranty and Limitation of Liability）

The Group does not provide any warranties regarding the results of using this service (including but not limited to an increase or decrease in likes or followers on various social networking sites, following or being followed by specific users, or liking specific posts). This service is provided on an "as is" basis, and the Group does not provide any warranties, including but not limited to fitness for a particular purpose, commercial usefulness, completeness, or continuity of this service.

Users shall comply with the terms and conditions disclosed by the social networking site operators at their own expense and responsibility. In the event of disputes or conflicts between users and social networking site operators, the Group shall not be held responsible. Even if a user's account on a social networking site is deleted or suspended due to the use of this service, the Group shall not be responsible for such deletion, suspension, or any resulting consequences.

Even if a user directly or indirectly obtains information about this service, the Group's website, other users of this service, or any other matters from the Group, the Group does not provide any warranties beyond what is stipulated in these Terms and Conditions.

This service does not guarantee the integration with social networking sites, and except in cases attributable to the Group's fault, the Group shall not be liable for any impediments or issues related to the integration with social networking sites.

Users are responsible for investigating, at their own expense and responsibility, whether their use of this service violates applicable laws, internal rules of industry associations, or any other regulations. The Group does not guarantee that a user's use of this service complies with applicable laws, internal rules of industry associations, or any other regulations.

Transactions, communications, disputes, or any other matters that arise between users and other users, social networking site operators, users of social networking sites, or any third parties in connection with this service or the Group's website shall be handled and resolved at the user's responsibility, and except in cases attributable to the Group's fault, the Group shall not be held responsible for such matters.

Except in cases attributable to the Group's fault, the Group shall not be liable for any interruptions, suspensions, terminations, unavailability or changes to the provision of this service, deletion or loss of user information, cancellation of user use, loss of data or malfunction or damage to equipment caused by the use of this service, or any other damages suffered by users.

Even if links from the Group's website to other websites or from other websites to the Group's website are provided, except in cases attributable to the Group's fault, the Group shall not be liable for any websites other than the Group's website or any information obtained from those websites.

In the event that the Group is unable to fulfill its contractual obligations due to circumstances beyond its reasonable control (including but not limited to fire, power outage, hacking, computer virus intrusion, earthquake, flood, war, epidemic, trade suspension, strike, riot, inability to secure supplies and transportation facilities, government intervention, instruction, or request, or the establishment or amendment of domestic or foreign laws and regulations), the Group shall not be held liable for default during the continuation of such circumstances.

Even if the Group is liable for damages to the user due to the application of the Consumer Contract Act or other mandatory laws or for any other reasons, the Group's liability for damages shall be limited to the total amount of usage fees actually received from the user for this service during the one-month period preceding the occurrence of the damage (including the date of receipt of written or email notification).

Article 14（User's Liability for Compensation, etc.）

If a user violates these Terms and causes damage to the Group or if they cause damage to the Group in connection with the use of this service, the user shall compensate the Group for such damage.

If a user receives claims from other users, social networking site operators, or any third parties, or if disputes arise between the user and such parties in connection with the use of this service, the user shall immediately notify the Group of the details and handle such claims or disputes at the user's own expense and responsibility. The user shall also report the progress and outcome of such claims or disputes to the Group based on the Group's request.

If the Group receives any claims from other users, social networking site operators, or any third parties due to infringement of rights or any other reasons in connection with the user's use of this service, the user shall compensate the Group for the amount that the Group is compelled to pay to such third parties based on such claims.

In the event that a user violates the terms and conditions and applies for personal use despite the service being intended for business purposes, the user may be subject to a penalty in the form of a monetary claim based on the remaining contract for all services.

Article 15（Confidentiality）

In these Terms, "Confidential Information" refers to all information related to the Group's technology, business, operations, finances, organization, or any other matters that the user receives, provided, or becomes aware of in writing, orally, or through recorded media or that the user otherwise acquires in connection with the user agreement or this service. However, the following information shall be excluded: (1) information that was already publicly known or known to the user at the time of receiving or becoming aware of it from the Group; (2) information that became publicly known through publications or other means after receiving, providing, or becoming aware of it from the Group, without any fault on the user's part; (3) information lawfully obtained without being obligated to maintain its confidentiality by a third party with the authority to provide or disclose it; (4) information developed independently without relying on the Confidential Information; (5) information confirmed by written agreement from the Group stating that it does not require confidentiality.

The user shall use the Confidential Information solely for the purpose of using this service and shall not provide, disclose, or leak the Group's Confidential Information to any third party without the Group's prior written consent.

Notwithstanding the provisions of the preceding paragraph, the user may disclose Confidential Information based on orders, requests, or demands from laws, courts, or government agencies. However, if such an order, request, or demand is received, the user must promptly notify the Group of the matter.

When reproducing documents or magnetic media containing Confidential Information, the user shall obtain the Group's prior written consent and shall securely manage the reproduced materials in accordance with the provisions of the second paragraph.

If requested by the Group at any time, the user shall promptly return or dispose of the Confidential Information, as well as any documents, records, or other media containing or including the Confidential Information and all copies thereof, in accordance with the Group's instructions.

Article 16（Handling of Personal Information）

The handling of user's personal information (meaning "personal information" as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) by the Group shall be governed by the Group's separate Privacy Policy. By using this service, the user agrees to the Group's handling of their personal information in accordance with this Privacy Policy.

The Group may use and disclose the information and data provided by the user to the Group in an unidentifiable and statistical form at its discretion. The user shall not object to this practice.

Article 17（Validity Period）

The usage agreement shall come into effect on the date when the user's application for use, based on Article 3, is completed and shall remain valid between the Group and the user until the earliest of the following dates: the date when the user's usage is revoked or the date when the provision of this service is terminated.

Article 18（Amendment of Terms）

The Group may freely modify the content of this service.

The Group may amend this agreement (including rules and regulations related to this service posted on the Group's website, hereinafter referred to as "this agreement"). When making amendments to this agreement, the Group shall notify the users of the content of the amendments and the effective date of the amendments by the method specified by the Group before the effective date. If a user uses this service after the notified effective date or fails to cancel the usage within the period specified by the Group, the user shall be deemed to have agreed to the amendments made to this agreement.

Article 19（Communication/Notifications）

Inquiries or other communications from users regarding this service, as well as notifications or other communications from the Group to users regarding changes to this agreement, shall be conducted through the methods specified by the Group.

Article 20（Termination of the Service）

If a user wishes to terminate the service agreement, they can do so through the management screen during the 10-day period from 11:00 to 17:00 after the minimum usage period has expired.

Users can apply for termination after the minimum usage period specified in Article 4 has elapsed.

If a user fails to notify the termination by the specified deadline, their service agreement will be automatically renewed for the same period and under the same conditions. The user will be responsible for paying the plan usage fees for the subsequent contract period.

Users acknowledge that no prorated refunds or reimbursements will be made for the remaining contract period if they terminate the contract before its expiration.

The service provision period after termination will extend until the 10th day of the following month after the month of termination.

Article 21（Assignment of Rights and Obligations）

Without the prior written consent of the Group, users shall not transfer, assign, pledge, or otherwise dispose of their position under the service agreement or the rights and obligations based on this agreement to a third party.

In the event that the Group transfers its business to another company, the Group may transfer the user's position under the service agreement, the rights and obligations based on this agreement, and the user's registered information and other customer information to the transferee of such business transfer. Users hereby agree in advance to such transfer as described in this paragraph. The business transfer referred to in this paragraph includes not only ordinary business transfers but also any case where a business is transferred through company split or any other means.

Article 22（Survival Clause）

The provisions of Articles 5 (only if there are unpaid amounts), 6, 7(2), 8(3), 9, 10, 11(2), (4), and (5), and Articles 12 to 16, as well as Articles 20 to 22, shall remain in effect even after the termination of the service agreement.

Article 23（Governing Law and Jurisdiction）

The governing law of this agreement shall be Japan law, and any and all disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the competent court in the Japan Tokyo 1st judge as the court of first instance.

Notwithstanding the preceding paragraph, if a user is a legal entity or an individual located outside of the Japan, any and all disputes arising out of or in connection with this agreement shall be finally resolved by one or more arbitrators appointed in accordance with the then-current rules of arbitration of the International Chamber of Commerce (ICC), and shall be administered by the International Court of Arbitration of the ICC.

Article 24（Consultation）

In the event that any matters not provided for in this agreement or any doubts regarding the interpretation of this agreement arise, the Group and the user shall promptly seek resolution through consultation in accordance with the principle of good faith and fair dealing.

Article 25（Language）

In the event of any inconsistency between the Japanese version of this agreement and its translated versions, the wording of the Japanese version shall prevail.

This terms & condition was made：2021 / Jun /30