Terms of Service | HappyWeb株式会社

By accessing or using Capylytics, you agree to be bound by these Terms of Service. Please read them carefully.

These Terms of Service (the "Terms") form a legally binding agreement between you and HappyWeb株式会社, registered in Japan under company number 0200-01-161647, with an address at 1-11-5, Kita Saiwai, Nishi-ku, 6/9F, Sotetsu KS Building, Yokohama, Kanagawa-Ken, 220-0004, Japan ("we," "us," "our," or the "Company"), governing your access to and use of capylytics.com and the related applications, dashboards, integrations, and services we make available under the name Capylytics (collectively, the "Services").

Capylytics is part of a suite of tools operated under the name Capylabz, designed for e-commerce agencies and stores.

If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and in that case "you" includes that entity.

If you do not agree to these Terms, you must not access or use the Services.

1. Scope of the Services
Here we describe what Capylytics is and how these Terms apply to your use of it.

1.1. What Capylytics is
Capylytics is an e-commerce reporting and analytics platform that allows users to connect third-party e-commerce, marketing, advertising, and analytics services in order to view dashboards, reports, and insights.

1.2. Third-party services
The Services may integrate with third-party services, platforms, and providers, including e-commerce, payment, marketing, messaging, and analytics tools. Your use of those third-party services is governed by their own terms and privacy policies, and we are not responsible for third-party products or services.

1.3. Changes to the Services
We may modify, update, suspend, or discontinue any part of the Services at any time, including adding or removing features, integrations, or plan functionality.

2. Eligibility and Accounts
Here we explain who may use the Services and how accounts work.

2.1. Eligibility
You must be at least 18 years old and capable of entering into a legally binding agreement to use the Services.

2.2. Account registration
To access certain features, you may need to create an account. You agree to provide accurate, complete, and current information and to keep it updated.

2.3. Account security
You are responsible for maintaining the confidentiality of your login credentials, all activities that occur under your account, and ensuring that only authorized persons access your account and connected data.

You must notify us promptly if you suspect unauthorized access or any security incident affecting your account.

2.4. Organizational accounts
If your account is associated with a company, agency, or other organization, that organization may control your access to the Services, including access to workspaces, stores, clientspaces, billing, and data.

3. Subscription Plans, Fees, and Payments
Here we explain how paid plans, billing, and cancellations work.

3.1. Paid plans
Some features of the Services require a paid subscription. You agree to pay all fees applicable to your selected plan.

3.2. Billing and renewal
Unless otherwise stated, subscriptions renew automatically at the end of each billing cycle until canceled. By subscribing, you authorize us or our payment providers to charge the applicable recurring fees.

3.3. Payment processors
Payments may be processed by third-party providers such as Stripe or Shopify. We do not control those providers and are not responsible for payment processing failures caused by them.

3.4. Taxes
Fees do not include applicable taxes, duties, levies, or similar governmental charges unless expressly stated otherwise. You are responsible for paying all applicable taxes associated with your use of the Services.

3.5. Price changes
We may change our prices from time to time. If you are on a subscription plan, we will provide reasonable prior notice before a price change takes effect for your next renewal term.

3.6. Cancellation
You may cancel your subscription at any time through your account settings or by contacting us. Unless otherwise stated, cancellation will take effect at the end of the current billing period, and fees already paid are non-refundable except where required by law.

3.7. Refunds
Except as required by applicable law or expressly stated otherwise, all fees are non-refundable.

4. Permitted Use and Restrictions
Here we explain what you may and may not do when using the Services.

4.1. Permitted use
You may use the Services only for lawful internal business purposes and in accordance with these Terms.

4.2. Prohibited conduct
You must not, and must not permit others to:
use the Services in violation of any applicable law or regulation;
access or use the Services for unlawful, fraudulent, deceptive, or harmful purposes;
interfere with or disrupt the integrity, performance, or security of the Services;
attempt to gain unauthorized access to the Services or related systems;
reverse engineer, decompile, disassemble, or attempt to derive source code from the Services except to the extent prohibited by law;
copy, resell, lease, sublicense, or commercially exploit the Services except as expressly permitted by us;
use bots, scrapers, spiders, or other automated means to access the Services in an abusive or unauthorized way;
upload malware, viruses, or other malicious code;
use the Services to store or transmit unlawful, infringing, defamatory, abusive, hateful, or otherwise objectionable content;
use the Services in a way that imposes excessive load on our infrastructure or undermines service availability; or
circumvent plan limits, access controls, or account restrictions.
5. Your Data and Connected Platforms
Here we explain ownership and responsibility for the data you connect to Capylytics.

5.1. Your data
You retain your rights in the data, content, and materials you submit to or make available through the Services, including data imported from connected third-party platforms ("Your Data").

5.2. Your responsibilities
You are solely responsible for:
the legality, accuracy, quality, and integrity of Your Data;
obtaining all rights, permissions, and legal bases necessary to provide Your Data to us and connect third-party platforms; and
ensuring that your use of the Services complies with applicable privacy, data protection, and marketing laws.
5.3. License to operate the Services
You grant us a non-exclusive, worldwide, limited right to host, copy, process, transmit, display, and otherwise use Your Data as necessary to provide, secure, maintain, support, and improve the Services and to comply with applicable law.

5.4. Connected services
If you connect third-party services to Capylytics, you authorize us to access and process data made available through those integrations on your behalf. You acknowledge that the availability and accuracy of such data may depend on the third-party provider and may be delayed, limited, modified, or discontinued by that provider at any time.

5.5. Data exports and deletion
You are responsible for exporting any data you wish to retain before canceling your account or requesting deletion, subject to any export functionality we make available.

6. Intellectual Property
Here we explain who owns the Services and how feedback is handled.

6.1. Our intellectual property
The Services, including all software, technology, designs, text, graphics, logos, trademarks, reports, visual interfaces, and other content we provide, are owned by us or our licensors and are protected by intellectual property laws.

6.2. Limited license
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term.

6.3. Restrictions
Except as expressly permitted in these Terms, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works from the Services.

6.4. Feedback
If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate them without restriction or compensation to you.

7. White-Label and Branding Features
Here we explain the rules that apply if your plan includes white-label functionality.

7.1. Customer branding
If your plan includes white-label or branding features, you may upload logos, brand assets, domain settings, and similar materials for use in your configured experience.

7.2. Responsibility for branding assets
You represent and warrant that you have all necessary rights to use any logos, names, marks, email content, or other branded materials you submit to the Services.

7.3. Our branding rights
Unless expressly agreed otherwise in writing, white-label features do not transfer ownership of Capylytics, our software, or our underlying intellectual property to you.

8. Availability, Beta Features, and Service Changes
Here we explain service availability and early-access features.

8.1. Availability
We will use reasonable efforts to make the Services available, but we do not guarantee uninterrupted or error-free operation.

8.2. Beta or early-access features
We may offer features marked as beta, early access, preview, experimental, or similar. Those features may be modified, suspended, or discontinued at any time and may be subject to additional limitations.

8.3. Reliance on reports and analytics
The Services are intended to help you analyze and visualize data, but you remain responsible for reviewing outputs and making your own business, legal, financial, and operational decisions. We do not guarantee that reports, dashboards, or analytics outputs will be complete, error-free, or fit for a particular purpose.

9. Privacy
Our collection and use of personal data is described in our Privacy Policy. By using the Services, you acknowledge that we may process personal data as described there.

10. Confidentiality
Here we explain how confidential information should be handled.

10.1. Confidential information
In the course of using the Services, either party may receive confidential information of the other party. Each party agrees to use the other party's confidential information only as necessary to perform under these Terms and to protect it using reasonable safeguards.

10.2. Exclusions
Confidential information does not include information that:
is or becomes public through no fault of the receiving party;
was already lawfully known to the receiving party;
is lawfully received from a third party without restriction; or
is independently developed without use of the disclosing party's confidential information.
11. Termination
Here we explain how these Terms end and what happens afterward.

11.1. Term
These Terms begin when you first access or use the Services and continue until terminated.

11.2. Termination by you
You may stop using the Services at any time. You may cancel your account or subscription in accordance with the applicable plan and billing terms.

11.3. Termination by us
We may suspend or terminate your access to the Services immediately if:
you materially breach these Terms;
your use of the Services creates legal, security, or operational risk;
we are required to do so by law; or
you fail to pay applicable fees.
We may also suspend access to all or part of the Services where reasonably necessary for maintenance, security, or abuse prevention.

11.4. Effect of termination
Upon termination:
your right to access and use the Services ends;
we may disable or delete your account and data in accordance with our retention practices and applicable law; and
provisions that by their nature should survive termination will continue to apply.
12. Warranty Disclaimer
To the fullest extent permitted by law, the Services are provided "as is," "as available," and "with all faults." We disclaim all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or reliability.

We do not warrant that:
the Services will be uninterrupted, secure, or error-free;
any reports, dashboards, or outputs will be fully accurate or complete; or
integrations with third-party services will remain available or unchanged.
13. Limitation of Liability
To the fullest extent permitted by law:
we are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages;
we are not liable for loss of profits, revenues, business, goodwill, data, or business opportunities; and
our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total amount you paid us for the Services during the 12 months preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

14. Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to:
your use of the Services;
Your Data;
your violation of these Terms;
your violation of applicable law; or
your infringement of any third-party rights.
15. Governing Law and Disputes
Here we explain which law applies and how disputes are handled.

15.1. Governing law
These Terms are governed by the laws of Japan, without regard to conflict of law principles.

15.2. Dispute resolution
Before filing a formal legal claim, you agree to first contact us and try in good faith to resolve the dispute informally.

15.3. Courts
Unless otherwise required by applicable consumer law, the courts of Japan shall have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services.

16. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will post the updated Terms and update the "Last updated" date. Your continued use of the Services after the updated Terms take effect constitutes your acceptance of the revised Terms.

17. General Provisions
Here are the standard legal provisions that apply to these Terms.

17.1. Entire agreement
These Terms, together with any applicable order forms, plan terms, and referenced policies, form the entire agreement between you and us regarding the Services.

17.2. Severability
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

17.3. No waiver
A failure to enforce any provision of these Terms is not a waiver of that provision.

17.4. Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms as part of a merger, acquisition, reorganization, or sale of assets.

17.5. Force majeure
We are not liable for delay or failure to perform caused by events beyond our reasonable control.

17.6. Electronic communications
You agree to receive notices and communications from us electronically.

18. Contact
If you have questions about these Terms, please contact us at:

Email address: support@capylabz.com

Mail address: HappyWeb株式会社, 1-11-5, Kita Saiwai, Nishi-ku, 6/9F, Sotetsu KS Building, Yokohama, Kanagawa-Ken, 220-0004, Japan