Terms of Service

§0 · Pre-Launch Invitation-Only Phase Effectiveness Override | プレローンチ招待制フェーズ適用除外条項

1. Parties | 当事者

These Terms & Conditions 「Agreement」 /本規約 are a contract between:

1. Operator | 事業者: QKay, operated by QinetiK Labs 「キネティック・ラブズ / 事業準備中」.

   Pre-GA operator disclosure 「事業準備中」: Operating entity is scheduled for incorporation as a 合同会社 QinetiK Labs (planned registered head office: Osaka Prefecture, Japan) during Q4 2026. Upon corporate registration this §1 will be updated to include the registered 法人名, 本店所在地, 代表者氏名, and 法人登録番号 of the incorporated operator, with a 30-day notice posting per Terms §16 if required. No contract formed during this invitation-only pre-launch phase relies on the yet-unincorporated entity as a party.

2. Merchant | マーチャント利用者:the individual or legal entity who submits registration on qkay.jp, holds one QKay tenant account, and accepts this Agreement via the registration-form checkboxes set out in §3.7.

2. Service Description & Component Scope |サービス内容・対象構成要素範囲

More specifically the Service provides:

1. Tenant provisioning, one QKay tenant account + subdomain, assigned from an expandable list of QKay-operated cluster domains using the pattern your-store.**.qkay.jp. Shopify storefront preview-evaluation mode may apply a configured evaluation-lifecycle window; native storefronts remain active until §12 termination.
   • Shopify storefront preview evaluation 「time-limited demo sandbox」: a preview cluster is assigned; access auto-expires after the configured evaluation window.
   • Native storefront「permanent, no default expiry」: a production cluster is assigned; active until §12 termination or account closure.
2. Optional custom domain 「CNAME verification」.
3. Integrations 「opt-in」: Shopify storefront preview evaluation sync, microCMS headless content, Stripe own-account checkout, and 「subject to Platform Sub-Account onboarding」 fincode byGMO §X.

3. Registration & Account | アカウント登録

1. Legal capacity. Full age of majority 「20+ in Japan, or higher in your jurisdiction」. Merchants aged 18–19 domiciled in Japan require prior written statutory-agent consent.
2. Truth & accuracy. All signup data must be accurate and kept current via the kanri dashboard.
3. Subdomain allocation. First-come first-served; QKay reserves the right to refuse, reclaim, or rename slugs for trademark/impersonation/public-order/conflicts-with-reserved-names reasons 「www, kanri, mail, api, admin, stripe, fincode」.
4. Password & credential security. Merchant is SOLELY responsible for passwords, MFA devices/seeds, and all account activity whether authorised or not. Notify support@qkay.jp immediately on breach suspicion.
5. Account non-transferability. One account per registered Merchant entity. No transfer/resale/sublicense/ timeshare/lease/assignment without prior written QKay consent or authenticated kanri change-of-owner flow. §17.5 governs merger/ acquisition transfers.
6. Invitation-only | rejection. Form submission does not create an acceptance right. QKay may reject any application for any lawful reason; in that case the Stripe one-time registration fee is refunded in full ≤ 10 business days.
7. Consent checkboxes 「legally binding & audit-logged」.Three affirmative checkboxes are required before signup. Each checkbox action is validated server-side in the /api/register route and forms part of the contractual record:
   • Acceptance of these Terms of Service.
   • Acceptance of the Privacy Policy.
   • Explicit consent to cross-border transfers of personal data per Privacy Policy §7 「required legal basis for APPI/GDPR」.

   // AUDIT_TRAIL · Each accepted registration creates a persistent server-side ledger entry containing: 「(i) UTC timestamp of the submission, (ii) originating request IP address, (iii) exact Terms of Service / Privacy Policy version identifier accepted at that moment」. Historical ledger entries are retained per PP §14 Retention and may be produced on request as evidence of contractual formation.

4. Fees, Payment, Refunds, Platform-Fee Clauses | X/Y/Z/W |料金・支払・返金・プラットフォーム利用料各条項

4.1 Fee structure | 料金体系

1. One-time registration fee 「Stripe」. Collected at signup via Stripe Checkout on QKay's Stripe merchant account.

   Pre-GA fee disclosure: Final one-time registration fee amounts for the Ecommerce plan and Shopify storefront preview plan, including explicit 税込/税別 designation and JCT インボイス制度登録 status of the operator, are confirmed and published in this §4.1(1) as part of the GA Terms update. During this invitation-only pre-launch phase under §0, no registration fee of any amount is due or charged.

2. Platform Usage Fee | fincode byGMO | Article X / Clause A.

   Merchants who activate a "Platform Sub-Account"on GMO Payment Gateway's fincode for customer storefront payments agree:

   1. X.1 / A.1 Fee rate & trigger. On the confirmed capture 「売上確定」 of any product sale transacted through the fincode Platform Sub-Account, Merchant pays QKay a platform usage fee of 1.0% of the total gross sales amount 「総売上高」 of that transaction, before any Merchant-side discounts, shipping, tax, or payment-provider fees are deducted.
   2. X.2 / A.2 Donation programme allocation.QKay reserves the right, at its sole and absolute discretion, to aggregate and allocate all or a portion of collected platform usage fees towardcharitable donations and community initiatives. This allocation is QKay's internal management decision; Merchant receives no tax-deductible receipt, no attribution right, no vote on recipient charity, and no refund/credit based on donation magnitude, unless a separate named- attribution campaign is agreed in writing. Per-Merchant donation-breakdown transparency may be surfaced in the QKay Management Dashboard fee dashboard on request.
   3. X.3 / A.3 Settlement: automatic offset.The Fee is settled via automatic deduction | revenue-share-offset on the fincode byGMO platform: on capture, fincode first deducts its own processing fee; the 1.0% platform usage fee is then deducted by fincode from the Merchant's pending deposit balance and remitted by GMO directly to QKay's receiving account; the net residual 「gross less fincode fees, less 1.0% platform fee, less other GMO-authorised deductions」 is deposited into the Merchant's own designated bank per fincode's standard remittance schedule. THE MERCHANT HEREBY GIVESPRIOR IRREVOCABLE CONSENT TO THIS AUTOMATIC OFFSETTING PROCESS at the moment of Platform Sub-Account activation in the QKay Management Dashboard, and agrees not to dispute the GMO-side deduction as an unauthorised chargeback, reversal, or withholding against either fincode or QKay.
   4. X.4 / A.4 Circumvention | bypass. If a Merchant (a) routes customer payments around the platform architecture 「off-platform fincode direct links, private bank-transfer instructions on product pages, checkout bypass, parallel processor accounts for the same goods, etc.」, (b) tampers with order-total payloads, fee dashboards, or the gross-sales bookkeeping, (c) otherwise intentionally avoids the 1.0% platform usage fee, QKay is entitled, without prior notice and without financial liability to Merchant, to IMMEDIATELY SUSPEND storefront access 「tenant DNS, kanri login, fincode integration tokens」 and/or DELETE the Merchant's account. Arrears remain due and may be recovered by offset or invoice. Liquidated damages for circumvention shall be, at QKay's election: (i) total evaded 1.0% fees + 10% p.a. interest from capture to repayment, or (ii) a flat JPY 200,000 civil penalty per proven circumvention instance if the evaded total is smaller.
3. fincode Evaluation & Waiver Phase. During any configured Shopify storefront preview-evaluation or authorized testing phase where a Merchant utilizes their own independent fincode API credentials, the 1.0% platform usage fee is entirely waived. Upon completion of the testing window or migration to production QKay Tenant Storefronts utilizing QKay's multi-tenant fincode Platform architecture, the 1.0% platform usage fee becomes mandatory and is automatically processed via revenue-share-offset on the fincode platform.
4. Subscription Donation Commitment. For all active paid platform subscription tiers, QKay commits to allocating 5% of the gross subscription revenue collected toward its designated charitable donation and community initiatives programme. This allocation is processed entirely as an internal management decision by QKay. Merchants acknowledge that subscription payments do not constitute a direct charitable gift by the Merchant, and no tax-deductible receipts or individual attribution rights will be issued to the Merchant unless expressly stated as part of a specific named campaign.

4.2 Refunds & Cancellations | Article Y / Clause B

1. Y.1 / B.1 Non-refund of gateway/platform fees on Merchant-initiated cancellation. If a Merchant cancels or refunds an order 「via the §W kanri API routes, directly on fincode merchant UI, or via Stripe manual reversal」, the payment-gateway processing fees originally deducted by fincode/ Stripe, and separately the 1.0% platform usage fee already deducted or accrued under X.1 for that order, may not be refundable, in each case subject to the then-current operational policies of that payment gateway provider itself. QKay passes through any provider-issued fee credit actually received, but makes no guarantee of issuance.
2. Y.2 / B.2 Merchant funds customer refunds.Merchant bears sole funding responsibility for customer refunds. QKay is under NO obligation to return the 1.0% platform usage fee once a transaction is successfully captured 「売上確定」, even on full Merchant-side refund. In partial-refund cases the 1.0% fee on the refunded portion may, at QKay's sole discretion, be credited forward against future platform-fee balances 「not returned as cash」, documented in the kanri fee audit log.
3. Y.3 / B.3 Disputes are Merchant | Customer only.Refund/return/warranty/defective-merchandise/クーリングオフ/特商法 disputes are strictly between the Merchant and their end- customers. QKay holds zero liability and NO mediation obligation for customer chargebacks or transaction reversals, including Visa/MC/JCB scheme chargebacks, PayPay disputes, Konbini reversals, bank-transfer refund claims, or 特定商取引法 enforcement actions. Merchant indemnifies QKay per §11.5.

4.3 30-day Platform Fee Adjustment Notice with 1% Floor | Article Z / Clause C

1. Z.1 / C.1 Right to modify fees. QKay may adjust the §X.1 platform usage fee percentage 「including the internal donation programme allocation ratio §X.2」, introduce new service-fee tiers, premium add-ons, volume pricing, currency surcharges, at its sole discretion based on operational need, regulatory change, cost-of-sales, GMO/fincode fee changes, or expanded scope across the QKay platform.
2. Z.2 / C.2 Mandatory 30-day notice. Any monetary-obligation increase 「or material reduction in publicly advertised donation allocation」 requires NO FEWER THAN 30 CALENDAR DAYS prior notice via any/all of: registered Merchant contact email from support@qkay.jp; prominent QKay Management Dashboard banner on every login for the notice window; Terms update at /legal/terms with new effective date and §16 change log entry; in-app acknowledgement prompt as re-consent where contractually required.
3. Z.3 / C.3 Disagree & quit remedy. If a Merchant does not accept the revised fees, their SOLE AND EXCLUSIVE REMEDY is to cease all use and terminate the account under §12.2 BEFORE the effective date. Any continued use 「storefront rendering, kanri login, order capture via fincode integration, catalog upload, any API call」 after the 30-day window constitutes full, irrevocable acceptance of the new fees.
4. Z.4 / C.4 1.0% minimum floor guarantee.Notwithstanding Z.1, QKay GUARANTEES that the mandatory platform usage fee under §X.1 shall NEVER be reduced below an absolute floor of 1.0% of total gross sales, to structurally preserve the donation initiative under §X.2. Temporary named partner/grant fee waivers may apply to an individual Merchant via separate written agreement for a fixed window; such waivers (a) do not amend this Z.4 guarantee for other Merchants, and (b) if publicised, are disclosed in the kanri transparency report so the 1.0% structural-floor principle remains visible platform-wide.

4.4 Refunds/Returns via fincode API | Article W / Clause D

1. W.1 / D.1 Dashboard-only initiation. All partial refunds, full refunds, voids, captures, or order cancellations against a fincode-captured order must be initiated and authorised by the Merchant exclusively via the native API routes built into the QKay Management Dashboard. Direct reversal on fincode merchant UI, connected Stripe dashboard, or any other channel outside kanri is a breach; any resulting double-refund, incorrect 1.0% fee balance, or broken reconciliation is the Merchant's financial responsibility under Y.2 and §11.5.
2. W.2 / D.2 Secure pass-through. On Merchant refund request from kanri, QKay signs the cancellation payload with the tenant-scoped fincode credentials and passes it DIRECTLY, without modifying amount or destination, to the fincode order/refund API endpoint. Partial, line-level, and full cancellations all follow fincode's native schemas; QKay does not re-impose financial logic.
3. W.3 / D.3 Pure technical channel; no settlement liability. Merchant expressly acknowledges that ALL financial adjustments 「refunds, voids, captures, chargeback reversals」 settle independently on fincode's own ledgers. QKay acts PURELY as a TECHNICAL INTEGRATION CHANNEL and is NOT liable for refund-settlement failure due to: customer card status 「expired, closed, frozen」, insufficient Merchant rolling reserves on fincode, internal fincode risk holds, banking network processing windows 「JCB clearing, MC EU batches, 日本 国内銀行休日」, card-scheme arbitration rulings, or unscheduled fincode maintenance windows. QKay's obligation is limited to replaying the signed payload to fincode on authenticated Merchant request and returning the fincode API response verbatim into the kanri.qkay.jp order timeline as an audit trail.
4. W.4 / D.4 Reserve obligations. Merchant EXPLICITLY AGREES to maintain sufficient net sales balances or dedicated cash reserves 「売上充当準備金」 within their fincode sub-account at all times to cover customer chargebacks, refunds, and reversals. If fincode debits a negative balance upward to Qkay because of a Merchant reserve shortfall on a refund or chargeback, Merchant reimburses Qkay in full for the debit amount plus any GMO-imposed cross-account fees within 14 calendar days of a support@qkay.jp itemised invoice. Failure to reimburse entitles Qkay, without waiving any remedy, to (i) §13 suspension, (ii) offset of future fincode settlement inflows against the debt, or (iii) any other contractual or legal remedy.

4.5 One-time Registration Fee | Refunds Policy

Generally non-refundable once provisioning is complete, Stripe checkout.session.completed fires + onboarding welcome email is sent. Exceptions 「without limiting any 消費者契約法 mandatory refund right」:

• ≥ 48 consecutive hours of core Qkay outage preventing kanri login immediately after provisioning.
• Duplicate charge from documented Stripe/Qkay bug, logs verified.
• Application rejected post-charge due to invitation-only or compliance review.
• Required by mandatory consumer law.

All refund requests: support@qkay.jp within 30 days of charge date.

4.6 Taxes / 消費税その他租税

Pre-GA pricing/tax disclosure: Final designation of all listed prices as either 税込 (tax-inclusive) or 税別 (tax-exclusive), together with the operator's JCT 適格請求書発行事業者登録番号 and Invoice System registration status (registered / exempt / pending application), are confirmed and published in this §4.6 alongside the GA Terms update following operator incorporation. Where applicable, §4 amounts above clearly note the applicable consumption tax treatment on the checkout screen or dashboard invoice as part of the GA launch.

4.7 Chargebacks

If a cardholder disputes a registration-fee charge and the dispute is resolved against Qkay for reasons attributable to Merchant 「unauthorised deliverables promises, impersonation, etc.」, Merchant reimburses Qkay for the chargeback amount, any scheme/Stripe fees, and associated collection costs, all reasonably itemised by Qkay. End-customer chargebacks against a Merchant's own fincode Platform Sub-Account sales are governed by Y.3 and W.4 above.

5. Merchant Obligations | マーチャントの義務

1. Lawful storefront operation. Full compliance with all applicable laws: 特定商取引法, 消費税法, 電子計算機損壊等行為処罰法, 不正競争防止法, 商標法, 著作権法, GDPR/UK GDPR, CCPA/CPRA, PCI-DSS 「do not capture PAN/CVC manually; always use Qkay-provided fincode/Stripe components」.
2. Tokushoho + storefront privacy + age gates.Publish and maintain on your storefront tenant: (i) 特定商取引法 に基づく表記 naming YOU as 販売業者 and filling all fields of Cabinet Office Order No. 49 of 2000 including the 返品特約; (ii) your own storefront privacy policy naming YOU as Controller and linking to qkay.jp/legal/privacy as a named sub-processor 「satisfies APPI/GDPR 下請先開示」; (iii) explicit age gates or adult-content warnings where applicable.
3. Prohibited content & goods. No illegal goods 「narcotics, firearms, counterfeits, stolen property, pyramids, unlicensed financial instruments, 薬機法違反医薬品, 食品表示法違反食品」; no IP/rights-of-publicity/privacy infringements; no hate/discrimination/harassment; no malware/ phishing/ransomware; no 公序良俗 violations; no unlicensed sweepstakes/lotteries per 当せん金付証票法; no 特定興行入場券 不正転売禁止法 ticket resales.
4. Accurate integration credentials. Keep all Shopify/microCMS/Stripe/fincode identifiers and secrets accurate and rotate them on revocation, breach suspicion, or personnel change. Merchant is solely liable for any unauthorized infrastructure costs, data breaches, or API usage fees incurred due to the exposure, theft, or mismanagement of their integration credentials, webhooks, or API secrets.
5. Own backup of authored content. Maintain your own secure export of product imagery/copy, content stored in microCMS, order history, customer lists. QKay carries standard managed backups on its database host only; no content-recovery warranty.
6. Tax & reporting self-sufficiency. Self-file 確定申告/消費税申告/法人税申告, statutory books, 請求書/インボイス.
7. MFA & staff access review. Enable and enforce Clerk MFA for every operator you invite to your tenant kanri scope. Do regular access reviews of staff accounts.

6. Prohibited Acts | 禁止行為

1. Reverse-engineer/decompile/disassemble any component of the QKay SaaS platform 「marketing-site SSR routes, kanri dashboard business logic, storefront template rendering, database-layer tenant access controls, billing」 EXCEPT to the extent any open-source-licensed frontend component of the QKay tenant storefront expressly, and by its own OSS license terms, permits that activity. Further, Merchant shall not, and shall not permit any third party to, use any automated tools, scripts, spiders, or robots to map, probe, scan, or test the vulnerability of the QKay SaaS platform, its authentication interfaces, or its network infrastructure, nor bypass or attempt to circumvent any digital rights management, rate-limiting systems, or security mechanisms implemented on the platform.
2. Bypass tenant access controls, rate limits, Shopify storefront preview-evaluation expiry windows, §X fee-calculation logic, licensing, or security tokens 「already covered in X.4/A.4, but repeated here」.
3. White-label/resell/sublicense/timeshare/operate a competing multi-tenant storefront SaaS on top of QKay infrastructure without a written partner agreement.
4. Send spam/phishing/impersonation email to customers/staff/ QKay operators from infrastructure linked to your tenant.
5. Scrape/crawl/mirror/ bulk-export other Merchants' storefronts or any non-public kanri area, or utilize any platform content, storefront data, or merchant assets for the purpose of training machine learning models or artificial intelligence systems without prior written consent from QKay.
6. Overload infrastructure with DoS/volumetric traffic or unreasonably tight polling loops. Fair-use per-tenant API throttles apply with a default ceiling published in the QKay Management Dashboard reference documentation at launch.
7. Remove/obscure QKay/QinetiK Labs/OSS attributions required by the applicable license on public storefronts.
8. Subject QKay/sub-processors to new material legal/regulatory obligations (HIPAA, FISMA/ISMAP, PCI Level-1, APPI 認定個人情報 保護団体 audits) without a separate written countersigned amendment.

7. Intellectual Property | 知的財産権

1. QKay-owned IP. QKay/QinetiK Labs names, brands, logomarks, slogans, design marks; QKay marketing + QKay Management Dashboard application code; managed-database schemas, tenant-isolation policies, and stored business logic; UI/design/tokens; domain names; inventions/trade- secrets/know-how, EXCLUSIVE Operator property.
2. Merchant-owned IP. Your brand/trademarks/ logos/product listings/photos/copy/menus/custom domains/customer lists, YOUR exclusive property. You grant QKay a narrow, limited, revocable 「except to fulfil pre-revocation outstanding orders」, non-exclusive, non-transferable, sub-licensable 「only to Privacy Policy §6 sub-processors and ONLY to operate the Service」 license to host/copy/cache/serve/render/compress/ optimise/translate/SEO-index 「where you enable storefront SEO」/ transmit these materials on your tenant subdomain(s)/custom domain(s) solely to operate the Service during the Term.
3. Feedback. Bug reports/feature suggestions/UX ideas may be incorporated freely by Qkay without compensation or attribution, unless a pre-disclosure NDA expressly provides otherwise.
4. OSS attributions. The single, centralized OSS attribution index covering the entire QKay platform 「including all Tier-1 user-visible framework/styling/auth/search/type-check components and Tier-2 OPSEC-classified server-side database/payment/email/hosting-runtime libraries」 is published at /oss-licenses （Open Source Software Licenses · オープンソースソフトウェアライセンス）.
5. Merchant content takedown. Qkay follows notice-and-takedown for alleged copyright/trademark infringement on a storefront 「DMCA 512(c)(3) / 著作権法第114条の2 elements to support@qkay.jp」. Repeat infringers face immediate §13 suspension/§12.4 termination.

8. Third-Party Integrations | 第三者サービス連携

1. First-class integrations provided: Shopify Inc. 「Admin API preview-evaluation mode」, microCMS Co. Ltd., Stripe Payments, GMO Payment Gateway | fincode.
2. Integration terms are separate contracts between Merchant and each third party. QKay is not a party; does not warrant uptime/reliability/data-practices/pricing changes; accepts NO liability for third-party acts/omissions/ breaches/API sunsets/access-token revocations/billing/outages. Read and agree to each provider's own ToS/Privacy Policy before toggling the connection on in kanri.
3. On upstream pricing increases, auth-scheme changes, or endpoint sunsets Qkay will make commercially reasonable best- effort patches; no binding obligation. Where integration is infeasible, the toggle is marked deprecated and Merchant is responsible for migrating off it.
4. Merchant is responsible for security scopes 「Shopify OAuth scope choice, microCMS read-only vs read/write API keys」. Qkay defaults strictly to least-privilege scopes for documented features; any additional scope you enable via the upstream UI is at your own risk.

9. Data Protection | データの取扱い

All personal data is handled under the Privacy Policy. By using the Service you consent to the collection, use, cross- border transfer, and sub-processing described there; and 「where you are a Merchant Controller of storefront customer data」 you acknowledge the Processor/Controller responsibilities in Privacy Policy §12.

Where GDPR Art.28 or APPI 委託 requirements apply to fincode Platform Sub-Account data, the parties confirm that the terms of Qkay's DPA with GMO PG plus §9 and Privacy Policy §6/§12 satisfy the required processor-level written arrangements: Merchant 「Controller of customer data」 ↔ Qkay 「sub-processor」 ↔ GMO PG / fincode 「processor of payment data on Merchant's behalf」, each link to the extent required by law.

10. Warranty Disclaimers | 無保証

1. As-is / 現状有姿（じょうたいゆうし）。Service provided "AS IS, AS AVAILABLE" to the fullest extent permitted by law. No representations, warranties, conditions or terms of any kind 「express, implied, statutory」 including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, data accuracy, integration compatibility, or uninterrupted up-time.
2. No warranty that (a) service meets requirements; (b) uninterrupted/timely/secure/error-free operation; (c) defects will be corrected; (d) service or servers are free of viruses or harmful components; (e) any third-party integration or payment gateway will perform or settle on any specific timeline.
3. Some jurisdictions do not allow implied warranty exclusions, and the 消費者契約法 overrides disclaimers where you qualify as a 消費者 thereunder. In each such case disclaimers are excluded only to the mandatory minimum extent required by that law, nothing more.

11. Limitation of Liability & Indemnity |損害賠償の制限・損害賠償条項

1. Consequential damages excluded. To the max extent permitted by MANDATORY APPLICABLE LAW, Qkay and its operators / affiliates/officers/employees/agents/suppliers/ licensors/sub-processors will NOT be liable for any INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES; LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA, CUSTOMER LISTS, SAVINGS, ANTICIPATED PURCHASE OR SAVINGS; in each case whether foreseeable or not, in tort 「incl. negligence」, contract, strict liability, statute, equity, or otherwise, EVEN IF ADVISED OF THE POSSIBILITY.
2. Monetary cap on aggregate liability. Subject to §11.4 「mandatory exceptions」, Qkay's total aggregate liability to Merchant for all claims/losses/causes of action/ demands arising under this Agreement shall in NO EVENT EXCEED THE GREATER OF: (a) TOTAL FEES ACTUALLY PAID BY Merchant TO QKAY IN THE 12 CALENDAR MONTHS immediately preceding the triggering event 「incl. §4.1(1) one-time registration fee AND §X platform usage fees actually remitted to Qkay in that window」; and (b) JPY 10,000.
3. Basis of bargain. Risk allocation in §10 + §11 is a fundamental basis of the Agreement and the fee structure set out in §4; Qkay would not offer the Service without these limitations.
4. Mandatory non-capable exceptions. Nothing in §10 or §11 limits liability for (a) death or personal injury caused by Qkay's negligence or wilful misconduct; (b) fraud or fraudulent misrepresentation by Qkay; (c) product liability for defective physical goods Qkay itself sold directly 「none currently apply, SaaS only」; (d) any liability that cannot be excluded/limited under Japanese or EU consumer protection law. In each case liability remains to the full extent permitted.
5. Indemnity by Merchant. Merchant will defend, indemnify, and hold harmless Qkay, its operators/officers/ employees/agents/licensors/suppliers/sub-processors 「collectively the "Indemnified Parties"」 from and against ALL third-party claims, suits, demands, proceedings, losses, damages, fines, penalties, settlements, interest, taxes, costs, and reasonable attorneys' fees 「collectively "Losses"」 arising out of or relating to: (a) breach of §5 「Obligations」 or §6 「Prohibited Acts」; (b) Merchant's storefront customer sales 「Tokushoho return claims, 消費者契約法 rescissions, chargebacks, 特商法 / 割賦販売法 disputes, fincode refund failures due to Merchant §W.4 reserve shortfall」; (c) Merchant's violation of any law or third-party right 「APPI/GDPR fines from failing to post own storefront policy/Tokushoho」; (d) Merchant's third-party copyright/trademark/patent/publicity/privacy infringement through storefront content or customer mailings; (e) §X.4/A.4 fee-circumvention including GMO/fincode fines or clawbacks imposed on Qkay because of Merchant's acts. Qkay gives prompt written notice, reasonable assistance at Merchant cost, and the right for Merchant to assume exclusive defence and settlement with counsel of Merchant's selection, provided Merchant does not unreasonably delay, settle in a way imposing non-monetary obligations on any Indemnified Party, or unreasonably refuse Qkay's joinder request where interests overlap.

12. Term & Termination | 契約期間と解除

1. Term. Shopify storefront preview-evaluation plans auto-expire after their configured evaluation window; native storefront plans run indefinitely unless terminated.
2. Termination by Merchant 「any time」. Email support@qkay.jp with subject "ACCOUNT DELETION | <tenant slug>" signed from registered contact. Effective 7 calendar days after authenticated receipt. During the 7-day window Merchant may export all data via kanri + microCMS exports; after the window tenant data is hard-deleted per Privacy Policy §9 except tax/audit retention carve-outs.
3. Termination by Qkay for convenience. 30 calendar days prior written notice to registered email. Any future unused portion of pre-paid annual add-on fees is pro- rated refund; §4.1(1) one-time registration fee is earned on provisioning and non-refundable per §4.5.
4. Immediate termination for cause / 催告解除。Qkay may suspend or terminate without prior notice if it reasonably believes Merchant materially breached this Agreement 「§5, §6, §X.4/A.4」 or applicable law, where delay would expose Qkay, other Merchants, or end-customers to material harm. For curable breaches Qkay provides 48 hours written notice + cure window first, EXCEPT that §6.1–§6.4 「reverse engineering, fee circumvention, storefront malware, phishing/spamming」 are inherently not curable in Qkay's reasonable discretion and are eligible for immediate suspension/termination.
5. Effects of termination. (a) kanri login + tenant storefront subdomain disabled; custom DNS withdrawn 「Merchant to re-point within 7 days or 404 results」; (b) integration secrets hard-deleted from DB within 30 days 「or Merchant rotates them upstream proactively at any time」; (c) fees already earned are retained; (d) any §X revenue-share balances accrued up to effective termination date remain due and collectible per X.3; (e) clauses that by their nature survive termination 「IP in §7, disclaimers §10, liability + indemnity §11, data-deletion duties under Privacy Policy, governing law + venue §15, entire agreement §17.1」 survive indefinitely.

13. Suspension | 一時停止

Temporary suspension without termination may occur if (a) lawful subpoena/regulator/court-order requires it; (b) reasonable suspicion of §6 Prohibited Act in progress and immediate block is required to mitigate harm; (c) scheduled maintenance, 48-hour email + in-dashboard banner notice for any planned downtime > 30 minutes; (d) strong credential compromise indicators 「unusual ASN/geo/brute-force/impossible-travel」; (e) W.4 or §4.7 reimbursement debt remains unpaid ≥14 days after itemised invoice.

14. Force Majeure | 不可抗力

Neither party is in breach or liable for any delay/failure 「other than an obligation to pay money」 to the extent caused by acts beyond reasonable control: strikes/lock-outs/industrial disputes; utility/telecom/datacentre/managed-database-host/CDN/ISP outages; pandemic/epidemic/quarantine; natural disaster/acts of God; war/ invasion/terrorism/civil commotion; malicious damage; fire/flood/ storm/solar-flare fibre bit-rot; or acts/regulations of governmental or supranational authority 「change of law, sanctions, export controls, 官公庁の行政指導, 資金決済法 orders on fincode, card scheme emergency compliance mandates」.

Affected party must give prompt notice of cause + estimated duration, use reasonable endeavours to mitigate and resume performance as soon as practicable. If force majeure continues ≥ 30 consecutive days either party may terminate on 14 days written notice without penalty 「save for accrued rights and §X / W.4 balances already owed as of the notice date」.

15. Governing Law & Jurisdiction |準拠法および管轄

1. Governing law. This Agreement together with the Privacy Policy and any future annexes/DPA/addenda is governed by and construed under the laws of Japan, without giving effect to any conflict-of-laws principles that would apply the laws of another jurisdiction.
2. Exclusive first-instance venue / 合意管轄（専属的）。Parties irrevocably agree that courts ofOsaka District Court（大阪地方裁判所）have exclusive first-instance jurisdiction over any dispute/ claim/controversy arising under or in connection with this Agreement, except that Qkay retains the right to seek injunctive or equitable relief in any competent court to protect intellectual property, trade secrets, or platform integrity 「including TROs for §6 circumvention」.

   Post-incorporation venue adjustment: Upon incorporation of the operating entity, this §15.2 will be updated to the local 地方裁判所 of the registered 本店所在地 if it differs from Osaka, with a §16 Terms change notice if the new venue materially alters Merchant forum rights.

3. Consumer protection carve-outs 「EU/EEA/Japan Consumers」.If you are domiciled in EU/EEA and qualify as a consumer under EU law, or qualify as 消費者 under Japanese 消費者契約法, you may additionally bring proceedings in your local Member State court / nearest competent local court in Japan respectively. Nothing in §15.2 deprives you of those mandatory forum protections.

16. Changes to these Terms | 規約の変更手続

1. Terms may be amended from time to time 「new features, §X/Z fee modifications, new fincode product lines, APPI/GDPR/特商法 updates, corporate reorganisation」.
2. Material changes 「increased monetary obligations, reduced substantive Merchant rights, expanded Merchant indemnity, changed governing law/venue」: posted with new effective date at least 30 calendar days before entry into force; emailed summary to registered Merchant contact; re- require explicit opt-in at next kanri login before paid features continue; if you do not accept, termination under §12.2 is available without penalty 「save §4.5 non-refunds」.
3. §Z 「fee modifications」 follow their stricter heightened notice + Z.4 1.0%-floor guarantees and override any shorter timeline in this §16 if applicable.
4. Non-material changes 「typos, formatting, OSS attributions, added equivalent platform-component scopes」 take effect on the "Effective date" shown at the top of /legal/terms.

17. General Provisions | その他の条項

1. Entire agreement. This Agreement + Privacy Policy + any written annexes 「add-on services, partner/ donation attribution」 constitute the ENTIRE agreement and supersede all prior or contemporaneous understandings 「written or oral」. No sales talk/presentation/onboarding email/kanri dashboard copy modifies this Agreement unless it's a signed amendment or an explicitly §16-accepted Terms update.
2. Severability. If any provision is held invalid/illegal/unenforceable by a competent court the remaining provisions remain in full force and effect, and the invalid provision is reformed only to the minimum extent necessary to make it enforceable consistent with parties' expressed intent.
3. No waiver. Failure/delay to exercise any right/power/remedy does not operate as a waiver; any single or partial exercise does not preclude any other or further exercise.
4. No partnership/agency/joint venture/franchise.Nothing creates a partnership, joint venture, agency, employment, dealership, or franchise 「フランチャイズ契約 including 連鎖販売業取引」 relationship between the parties; neither may hold itself out as such to third parties.
5. Assignment. Merchant may not assign/novate/ charge/factor or otherwise transfer any right/obligation under this Agreement without Qkay's prior written consent. Qkay may assign this Agreement 「incl. all DPAs, §X platform-fee GMO arrangements」 to a successor in connection with a merger, share acquisition, 事業譲渡, 会社分割, or sale of substantially all of the Qkay business, on 30 days prior email notice; Merchant's continued use of the Service after the effective date of assignment constitutes acceptance of the successor as contracting party.
6. Notices. Unless otherwise specified all notices shall be in writing. Email to support@qkay.jp suffices for routine purposes. For formal Merchant notices of termination/breach/催告解除 requiring legally-provable service Qkay will additionally serve a copy via 内容証明郵便 or equivalent signed registered postal method to the registered address on file when reasonably available.
7. Language （Phase-1 temporary · see header banner）. During this invitation-only pre-launch phase as defined in §0, this Agreement operates as a working draft executed exclusively in the English language, and the English version is the SOLE authentic, legally binding, and controlling working text for all purposes in this phase. Any Japanese-language annotations, gloss translations, or headings appearing within this document or across the platform during this phase are provided as a courtesy for informational and navigational convenience only; they are not a legally binding translation, and they do not modify, supplement, or override the English contractual working wording. Upon General Availability （GA） launch, a qualified professional Japanese legal translation of the final GA Terms shall be commissioned and designated as the permanent 正本 （authentic controlling contractual text）, superseding the Phase-1 working regime on the GA effective date per §16.

   （PHASE-1暫定・ヘッダー注記参照）招待制プレローンチフェーズ（§0）中に限り、本契約書は英文のみで作成・執行される作業用ドラフトであり、法的拘束力を有する暫定的な作業正文は英文のみです。日本語の見出し、注釈、参考訳はすべてナビゲーション便宜上のものであり、法的拘束力を有する正式な対訳ではなく、英文契約作業文言の解釈・補足・修正・上書きをするものではありません。正式GAリリース時点で、GA版規約につき資格のある専門家による日本語法的対訳版を作成し、恒久的な正本（原本）として指定します（§16に従いGA発効日をもって本PHASE-1暫定取扱いは失効します）。

18. Contact | お問い合わせ

// SUBJECT: Terms of Service | 利用規約 · operator correspondence

// EMAIL:support@qkay.jp

// RESPONSE_WINDOW:3–10 business days 「Mon–Fri JST · 祝日除く」

// OPERATOR | 事業者:Qkay, operated by QinetiK Labs 「キネティック・ラブズ / 事業準備中」 · qinetik.jp

Pre-GA operator contact disclosure 「事業準備中」: Following entity incorporation and §1法定事項 finalisation as a 合同会社 in Q4 2026, this §18 will be updated with the registered 法人名, 本店所在地 full postal address, 代表者氏名, dedicated operator phone number, 特定商取引法に基づく表記担当責任者, and 個人情報保護管理者氏名, with a §16 change notice if required. Current contact for all operator correspondence: support@qkay.jp.