Kintone Cloud Service
The following capitalized terms shall have the meanings provided below:
- “Store Manager” means any person registered by the Customer as a manager who executes an agreement on Specific Service or takes any other procedures with Kintone via the Store Service.
- “Service User” means any person registered by the Customer as a user for use, or trial use, of Specific Service with or without charge under the control of the Customer. The Customer may invite any guest user to use the guest space of Kintone and register him/her as a Service User. The Customer may allow such guest user to use the Services in the same manner permitted to the Service Users of the Services, provided it is limited to within the guest space to which such guest user is invited.
- “Service System” means telecommunications equipment installed by Kintone for use primarily in relation to the Services.
- “Terminal Equipment” means any type of server, terminal equipment or any other communication equipment or communication network necessary for use of the Services (other than the Service System) that are installed by the Customer and the Service Users themselves or for which they make a contract with any third party.
- “Service Account Information” means the ID and password (the account information for use of the Store Service shall be referred to as the “Store Manager Account Information” and the account information for any service other than the Store Service shall be referred to as the “User Account Information”), e-mail address, and access URL to login and such other information as a Service User may need to access any Specific Service.
2. Application Procedure
- When the Customer wishes to apply the Service Agreement the Customer will be asked to submit the Customer name, address, contact person, contact information and other information as requested by Kintone in order to identify such application (collectively, “Customer Information”) in a manner designated by Kintone. The Customer may also be asked to submit the documents evidencing the above.
- Kintone may confirm and examine each of the above matters submitted in relation to each application for execution of a Service Agreement.
- Kintone may choose not to accept an application for the Service or cancel the agreement, if any of the following descriptions is true with respect to such application:
- an application has been made with false information;
- an applicant has failed or Kintone judges that an applicant is likely to fail to perform his/her contractual obligation in relation to the Specific Service provided by Kintone.
- Kintone reasonably determines that it will have difficulty continuing to provide the Services; or
- Kintone determines that it may cause significant interference with the performance of its business.
- Each application procedure taken by using the Store Manger Account Information and any other applied matter or any matter confirmed by e-mail sent to such address as registered as the Store Manager Account Information shall be treated by Kintone as having been taken or conducted by the Customer themselves.
3. Service User
- Unless otherwise consented by Kintone, the Customer may not allow individual User Account Information to be shared by several persons.
4. Store Service
- The Store Service may only be used by the Customer for the purpose of its own use and viewing, such as making applications for the use of any product or service on offer via the Store Service.
- The Customer may use the Store Service until all the Service Agreements terminate due to cancellation or otherwise.
- The Store Service is provided for free.
5. Free Trial Use
- During the trial period, the Customer may use Specific Service for free to the extent separately designated by Kintone.
- The trial period is separately notified in connection with each Specific Service. If the Customer wishes to continue to use Specific Service after the expiry of its trial period, the Customer must acquire the right of use from Kintone by separately applying for full use of fee-based services and enter into an agreement on use of service with Kintone. Under no other circumstances, shall the Customer be allowed to trial or use Specific Service after the expiry of its trial period.
- If the Customer wishes to apply for full use of the Services with charge, the Customer shall take the application procedures as separately notified in relation to the Services.
6. The Services
- The entitlement and limitation details of the subscription Services used shall be as detailed in this site and/or described in each Order Form. Likewise, if the Customer separately requires additional Optional Service(s) related to these Kintone Services, details of such Optional Service(s) shall follow in the Order Form(s) related to such Optional Service(s).
7. Service Period
- The service period(s) for use of the Kintone Services may be detailed in a separate “Order Form” provided by Kintone and signed by Customer, or otherwise shall be self-selected in the Store Service by the Customer either as Monthly or Annually, per below:
- For the use of Services on an annual basis (“Annual Use”), the service period shall be one year from the first day of the month following the conclusion of the Service Agreement for use
- Unless otherwise provided, early termination of the Services Agreement is not permitted during a service period.
- For fee-based Services, Kintone shall set service fees based on the licenses for each Specific Service and the number of permitted Service Users. The Customer shall be required to pay the applicable service fees corresponding to the Services used. For more information on fees, please refer to the price list on our website or to a separate subscription Services quotation and Order Form that may be provided to Customer. Separate professional services costs, such as technology consulting, implementation, and training fees may be provided by Kintone to the Customer, but such professional services shall be governed by a separate SOW agreement. The abovementioned fees do not include any communication costs, packet fees or other communications expenses payable to the carrier in connection with the fee-based services, and these costs and fees are payable separately by the Customer to the communications carrier.
- Please note that special campaign prices applicable at the time of conclusion of the Services Agreement will cease to apply after the passage of the applicable period.
- Customer shall pay all undisputed relevant service fees by the due date individually determined based on the duration of the service period.
- If the Customer fails to pay the undisputed service fees or any other obligations by the due date, the Customer may be required to pay Kintone delinquency charge at 8.00% per annum for the period from the day immediately following the due date to and including the day immediately preceding the day on which payment is made. Such per-annum rate shall assume a year of 365 days even when the relevant period includes a leap year.
- If the Customer fails to pay any fees or any other obligations in full or in part by the due date, we may, upon prior written notice specifying the reason and the date of termination, terminate this Agreement and suspend provision of the services.
- Unless otherwise provided, service fees are not refunded in any case.
9. Change and Termination of License
- Changes to the license for a fee-based service and changes to the permitted number of Service Users shall be handled as follows:
- Monthly Use. Kintone may terminate the Specific Service during the month following notice, or apply revised service fees based on changes to the Specific Service the month after receipt of notice.
- Annual Use. Kintone shall apply the change from the requested month, subject to payment of the amount of fees separately set forth by Kintone for the upgrade or for the newly added Service Users for the number of months from the requested month until the expiry of the service period. No service fees shall be refunded during a service period, nor will any reduction of Service Users accepted.
- Annual renewals shall be discussed within 90 days of scheduled termination.
10. API and Template Program
- If Kintone provides Customer with an API for the Services (the “API”), Customer may use the API for free as a rule for the purpose of using the same in conjunction with the Services; provided, however, that if the frequency of use or the volume of data transfer by the Customer exceeds a level whereby it interrupts Kintone’s provision of the Services to other Customers, Kintone may, if and when it deems necessary, limit the Customer’s frequency of use, available hours and permitted volume of data transfer. Kintone may also charge additional fees if it determines necessary. Limitation on use or the details of such fees shall be subject to regulations separately provided by Kintone.
11. Change of Customer Information
- If any changes occur to the Customer Information, provided:
- the Customer is required to promptly update the content following any change to the Customer Information by using the Store Service;
- if the Customer updates the Customer Information by using the Store Service pursuant to (i) above, all communications and notices from Kintone to the Customer shall be thereafter transmitted or sent to such address so updated. If any Customer Information is changed but the Customer fails to update the content pursuant to (a) above, Kintone shall not be liable for any damages incurred by the Customer, Service Users or a third party as a result of Kintone giving notice to or otherwise contacting the notified address before the change, or otherwise failing to reach the Customer.
- Notwithstanding the provision of (a) above, if any changes occur to the information related to the Store Manager or if the Store Service is not available for any unavoidable reason, then the Customer shall promptly notify Kintone thereof.
- When giving notice as set forth in (c) above, the Customer shall submit a document in writing evidencing the power of the Customer to do so and follow other procedures designated by Kintone.
12. Use of Customer Information
- Kintone shall manage Customer Information submitted by the Customer with the same degree of care that Kintone handles its own confidential information, and in no event, less than with reasonable care, and unless otherwise set forth therein or in any other provision, shall not use the same for any purpose other than for the Services, or reproduce the same, nor shall it allow any third party to use the same nor shall it disclose or leak the same to any third party without the written consent of the Customer.
- Kintone shall use Customer Information for the purpose of:
- providing, managing and operating the Services;
- contacting the Customer as necessary in relation to use of the Services by Customer;
- sending advertisements such as notifications on campaigns and surveys, or any other notifications on products or services (only if the Customer previously agrees in writing to receive such notifications); and
- sending a free gift as part of a campaign or survey.
- If Kintone cannot reach the Customer using the Customer Information or when Kintone wishes to deliver an urgent or important information to the Customer, Kintone may, at its discretion, send such information to the Customer using part of the function of the Services used by the Customer out of necessity. If Kintone fails to reach the Customer even in such manner, Kintone shall not be responsible for not reaching the Customer.
- Notwithstanding the foregoing, Kintone may disclose or release Customer Information to a third party in the following cases:
- when the Services include any service provided by a business partner of Kintone, necessary Customer Information may be disclosed to such business partner in order to examine or reply to the inquiries from the Customer in relation to such service;
- when the Customer applies for the service provided by a business partner of Kintone in addition to the Services provided by Kintone, Kintone may disclose Customer Information to such business partner as necessary for such application; and
- when Kintone determines that it is necessary to do so, such as when it is required by law (including a request by an inquiry on necessary matters relating to investigation or in relation to a legal proceeding, or it is necessary in order to protect the rights of Kintone, its business partners, other Customers or third parties.
- In addition to the above, the handling of personal information included in the
13. Maintenance of Settings
- The Customer shall maintain the settings and usage environment of the Terminal
- Equipment, and other hardware under its own control that is necessary for the use of the Services, in line with the technical standards and conditions designated by Kintone. Such settings shall be configured and maintained at the responsibility and expense of the Customer.
14. Handling of Registered Data
- Customer retains all right, title and interest in and to all Registered Data and Kintone shall not acquire any rights related to the Registered Data. Customer shall use the Services to export and store any data as they wish at anytime throughout the term of the Service Agreement.
- Kintone may, at its discretion, backup the Registered Data without obtaining the Customer’s consent, in order to assist with restoration of data at the time of server breakdown or suspension.
- Upon termination of the Service Agreement, Kintone shall after the passage of the retention period separately determined by Kintone, not be liable for any damages incurred by the Customer or a third party in relation to the storage, deletion or backup of the Registered Data.
- Kintone shall not access the Registered Data unless Kintone determines necessary for the purpose of:
- operating the Service System safely;
- preventing problems with the Services or the Service System; or
- resolving support issues when the Customer requests Kintone support in relation to the Services.
- In the case of trial use of Specific Service (including trial use), Kintone may delete part of the Registered Data without obtaining the Customer’s consent for the improvement of such Specific Service.
- Kintone shall not disclose or release any of the Registered Data without obtaining the Customer’s consent; provided, however, that Kintone may disclose or release all or part of the Registered Data without obtaining the Customer’s consent when it is required by the law (including a request by an inquiry on necessary matters relating to investigation or for legal procedures).
- The Services function may be connected to the services provided by business partners of Kintone. If Customer uses such functions, the data registered for the use of such function may be provided to such business partner.
15. Service Account Information
- The Customer and the Service Users shall strictly manage the Service Account Information issued by Kintone at its responsibility and shall never release or leak the same to any third party other than the Service Users.
- If the details of the Service Account Information becomes or are likely to become known to any third party other than the Service Users, the Customer shall immediately notify Kintone thereof. Kintone shall make efforts to immediately suspend such Service Account Information on the business day on which it receives such notice. After confirming that these measures have been taken appropriately, Kintone shall take procedures to issue new Service Account Information.
- Kintone shall not be liable for any direct, indirect or other damages arising from Service Account Information becoming known to any third party other than the Service Users.
16. Suspension of Services
- The Services shall be subject to regular maintenance as specified in the service manual. During such regular maintenance, the system may be temporarily suspended or unavailable. Kintone agrees to provide seven (7) days prior notice posted in the admin notifications page in the Kintone Product Interface notifications in the event the Services will be unavailable due to regular maintenance.
- Notwithstanding Term 16a., Kintone may suspend provision of the Services if:
- it is necessary for the maintenance of the Services and the systems necessary to provide the Services, or for maintenance or configuration of telecommunications equipment or when an unavoidable failure of the foregoing occurs;
- Kintone becomes aware that provision of the Services may cause significant damage to the Customer or a third party due to falsification of data or hacking or the like;
- it becomes difficult to provide the Services due to discontinuation or suspension of telecommunication services by domestic or overseas telecommunications carriers, power supply services by electric power companies or any other public service; or
- an emergency occurs or is likely to occur due to earthquake, tsunami, typhoon, lighting or any other act of providence, war, civil commotion, new laws or abolition of laws or any other force major event
- Kintone shall not, as a rule, accept any request to halt the Services from the Customer or any third party.
- Kintone shall not be liable for any damages incurred by the Customer or a third party as a result of suspension of or failure to suspend the Services.
17. Discontinuation of Services
- Kintone may entirely discontinue any Specific Service provided under the Service Agreement. In such case, Kintone shall notify the Customer in writing at least three (3) months prior to the scheduled date of discontinuation and shall refund the prorated portion of any fees paid in advance for the discontinued Services.
18. Restricted and Prohibited Acts
- When using the Services or the Service Account Information, the Customer shall not:
- unless otherwise consented by Kintone, license or grant the right to use the Services to a third party;
- reproduce, distribute and loan the Service Account Information to any person other than the Service Users or transmit the same to, or lease or create security interest over the same for the benefit of any third party;
- reproduce, modify, distribute, publicly transmit or make transmittable the Template Program beyond the scope of its use;
- modify, translate, change, alter or reverse-engineer any document or program related to the Services
- produce or distribute any derived services derived without permission by Kintone;
- take any action that infringes on any intellectual property right of Kintone, any business partner of Kintone, any other Customer or third party;
- take any action that damages the properties, credit or reputation of Kintone, any business partner of Kintone, any other Customer or third party, or any action that infringes on the right related to privacy, portrait right or any other rights of the foregoing party;
- take any action that causes or is likely to cause detriment or damage to Kintone or any third party;
- take any action that is offensive to public order and morals;
- commit any violating act or criminal act, or take any action that assists or is likely to assist the foregoing;
- go phishing faking the website of Kintone, any business partner of Kintone, any other Customer or third party;
- register or provide data containing harmful program or information;
- transmit information in large volume using the telecommunication function contained in the Services, or indiscriminately send e-mails to unspecified persons against its will or transmit e-mails to a recipient who has not been approved in advance;
- take any action that prevents or is likely to prevent the operation of the Services and all the services provided by Kintone;
- take any action that is or is likely to be detrimental to the credit or reputation of the Services and all the services provided by Kintone; or
- take any action considered inappropriate by Kintone.
- If the use of the Services or the Service Account Information by the Customer results in any of the actions described in the preceding paragraph,
- Kintone may suspend the provision of the Services or use of the Service Account Information, or take such other measures as Kintone may consider necessary. If Kintone considers it necessary due to suspension of use of the Service Account Information Kintone shall issue an alternative account.
- Kintone shall not be liable for any direct, indirect or other damages arising as a result of the suspension measures taken in accordance with the preceding paragraph.
19. Service Warranty
- the Services used by the Customer relate solely to a Store Service or a trial version of any Specific Service;
- the Services are suspended due to the Terminal Equipment; or
- the Services are suspended for any reason not attributable to Kintone.
- Any claim based on this Term 19a.(i) or (ii) above shall be submitted within sixty (60) days from the day on which such violation occurs together with the document evidencing the payment of the fees for the Services and the document evidencing the details and date of occurrence of such violation.
20. Intellectual Property Rights
The titles and ownerships in all the programs, software, services, procedures, instruments, drawings, documents, trademarks and trade names constituting the environment in which the Services are implemented, copyrights and any other intellectual property rights (the “Intellectual Property Rights”) shall belong to Kintone and the suppliers thereof. The Services and instruments, drawings and documents related to the Services are protected by the Copyright Act and any other laws and treaties related to intellectual property rights. Therefore, the Customer and the Service Users must handle such Intellectual Property Rights similarly as other copyrighted works. The intellectual property right in each content that is accessible, displayed and used from the Services shall be the property of the supplier of each such content and is protected by the Copyright Act and other laws and treaties related to intellectual property rights.
- Kintone may cancel the Services Agreement after providing thirty (30) days prior written notice (“Cure Period”) if the Customer meets any one of the following conditions and Customer fails to correct such condition within the Cure Period:
- has made any false description or omitted any matter in the application form;
- causes interference with the business of Kintone or Service System or takes any action that is likely to cause the same;
- Kintone determines that the Customer has triggered credit insecurity such as becoming subject to bankruptcy, company arrangement, corporate reorganization proceedings or civil rehabilitation proceedings or files therefor itself;
- becomes subject to filing of provisional attachment, provisional disposition, compulsory execution or auction, receives notice as set forth in Term 2 (Application Procedure) of the Act on Contract for Establishment of Security Interest by Use of Provisional Registration, becomes subject to disposition for suspension of trading at a clearing house or disposition for delinquency of taxes and public dues or otherwise, or causes any event which may give rise to such filing, disposition or notice; or
- cannot be reached by Kintone by telephone, FAX or e-mail for
- more than thirty (30) consecutive days (the Cure Period shall not apply to this Item f.).
- If the Service Agreement is cancelled, the Service Account Information shall no longer be available thereafter. If Kintone requests the Customer to return or get rid of the Service Account Information the Customer must follow such request. In addition, any data, files and other information registered by the Customer shall no longer be available for use, inspection or otherwise thereafter.
- Customer may have the option to cancel the Services in the case of non-performance under the Service Warranty in Term 19 above, and receive a pro-rata refund for the Service Fees paid for the remainder of the annual Term.
22. Cancellation due to Relationship with Antisocial Force
The Customer and Kintone each represents and warrants to the other for the future that it or any of its officers or employees is not an organized crime group, a member of organized crime group or formerly an organized crime group member at any time in the preceding five (5) years, a quasi-organized crime group constituent member, an organized crime group affiliate enterprise, a corporate racketeer, a political racketeer, a special knowledge crime organization, or the like, or any person who is correspondingly similar to the foregoing (“Organized Crime Group Member”), and that neither it nor any of its officers or employees has:
- any relationship whereby it is deemed to be controlled by an Organized Crime Group Member;
- any relationship whereby an Organized Crime Group Member is deemed to be involved in its management in a substantial way;
- any relationship whereby it is deemed to be using an Organized Crime Group Member in a wrongful way, including, but not limited to, for the purpose of gaining illegal profit for itself or a third party or causing damage to any third party;
- any relationship whereby it is deemed to be involved with
- Organized Crime Group Member by providing funds or favors to it; or
- any officer or other person substantially involved in management in a relationship deemed socially reprehensible with any Organized Crime Group Members.
- Contrary to the preceding paragraph, if either the Customer or Kintone, or any of its officers or employees proves to be an Organized Crime Group Member or has any relationship as described in the preceding paragraph, the other party may immediately terminate the Service Agreement without giving any notice or demand.
23. Limitation on Liability
- The maximum compensation liability that Kintone or the supplier of the Services may have in relation to the Services shall be equal to one month service fee for the month in which the Customer incurs damages; provided however, that in no way shall Kintone be liable for any indirect, contingent, special, incidental, consequential or punitive damages incurred by the Customer or any other third party arising from the use or non-use of the Services or other services via the Services, including loss of commercial value/profits, suspension of business, damages due to computer breakdown and any other commercial damages and losses, whether it be due to illegal conduct or under a contract or any other legal basis. The same shall apply to the case where Kintone has been informed of the possibility of occurrence of such damages in advance or in the case where such damages have not been caused by an event attributable to Kintone. If the Customer uses a Store Service or a trial version, etc., of any Specific Service, then regardless of whether such damages have been caused by an event attributable to Kintone or not, neither Kintone nor a supplier of the Services shall be liable therefor.
- If the Customer causes any damages to Kintone or any third party through the use of the Services, the Customer shall compensate therefor at its own expense and responsibility, and may not seek any indemnification or compensation therefor from Kintone.
- If any dispute arises between the Customer and a third party in relation to the use of the Services, the Customer shall resolve such dispute at its own responsibility and may not request for arbitration, inquiries or otherwise to Kintone. Further, in relation to such dispute, if Kintone incurs compensation liability towards such third party or any other damages (including legal fees) due to willful misconduct or gross negligence on the part of the Customer, Kintone may claim compensation for the amount of such damages from the Customer.
24. Prohibition on Assignment and Creation of Security Interest
- The Customer shall not assign, loan, lease, pledge or otherwise offer as security the right to receive provision of the Services.
25. Engagement of Third Party Provider
- Kintone may engage a third party to provide all or part of its duties related to the provision of the Services without the Customer’s approval; provided, however, that in such case, Kintone shall be responsible for managing such third party.
26. Governing Law and Arbitration
27. Amendment and Change
- Kintone may in its sole and absolute discretion, change these Terms from time to time. Kintone Corporation will post notice of such changes on the Site. If the Customer objects to any such changes, the Customer’s sole recourse shall be to cease using the Kintone Service. Continued use of the Kintone Service following such notice of any such changes shall indicate the Customer’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
28. Miscellaneous Matters