The following capitalized terms shall have the meanings provided below:
- (ii)”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 Cybozu via the Store Service.
- (iii)”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.
- (iv)”Service System” means telecommunications equipment installed by Cybozu for use primarily in relation to the Services.
- (v)”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.
- (vi)”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 log in and such other information as a Service User may need to access any Specific Service.
2. Application Procedure
- (2)When the Customer wishes to apply the Service Agreement the Customer will be asked to submit the Customer number, name, trade name, address, domicile, contact person, contact information and other information as requested by Cybozu in order to identify such application (collectively, “Customer Information”) in a manner designated by Cybozu. The Customer may also be asked to submit the documents evidencing the above.
- (3)Cybozu may confirm and examine each of the above matters submitted in relation to each application for execution of a Service Agreement. As a result, applications may not necessarily be accepted in the same order in which applications are received.
- (4)Cybozu 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:
- (i)an application therefor has been made with false information;
- (ii)an applicant has failed or Cybozu judges that an applicant is likely to fail to perform his/her contractual obligation in relation to the Specific Service provided by Cybozu.
- (iii)Cybozu reasonably determines that it will have difficulty continuing to provide the Services; or
- (iv)Cybozu determines that it may cause significant interference with the performance of its business.
- (5)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 Cybozu as having been taken or conducted by the Customer themselves.
3. Service User
- (2)Unless otherwise consented by Cybozu, the Customer may not allow individual User Account Information to be shared by several persons.
4. Store Service
- (1)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, etc., on offer via the Store Service.
- (2)The Customer may use the Store Service until all the Service Agreements terminate due to cancellation or otherwise.
- (3)The Store Service is provided for free.
5. Free Trial Use
- (1)During the trial period, the Customer may use Specific Service for free to the extent separately designated by Cybozu.
- (2)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 Cybozu by separately applying for full use of fee-based services and enter into an agreement on use of service with Cybozu. Under no other circumstances, shall the Customer be allowed to trial or use Specific Service after the expiry of its trial period.
- (3)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
Contents of the Services used with charge shall be as described in each application form for use and the manual attached hereto; provided, however that if the Customer separately applies for option service of the Services, it shall follow the special agreements provided with respect to such option service.
7. Service Period
The service period for use of fee based Services shall be as follows.
- (ii)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
- (iii)Unless otherwise provided, early termination of the Services Agreement is not permitted during a service period.
- (1)For fee-based Services, Cybozu shall set service fees based on the licenses for each Specific Service and the number of permitted Service Users etc. 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. Separate setup costs may be required in the case of fee-based services. 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 etc.
- (2)Please note that campaign prices applicable at the time of conclusion of the Services Agreement will cease to apply after the passage of the applicable period.
- (3)Customer shall pay the relevant service fees by the due date individually determined based on the duration of the service period.
- (4)If the Customer fails to pay the service fees or any other obligations by the due date, the Customer may be required to pay Cybozu delinquency charge at 14.5% 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.
- (5)If the Customer fails to pay the service fees set forth herein or any other obligations by the due date separately provided, Cybozu shall, upon prior notice specifying the reason and the date of suspension, terminate the Service Agreement and suspend provision of the Services; provided, however, that if the service fees or any other obligations are paid within a period permitted by Cybozu, then, at the discretion of Cybozu, the Service Agreement may be kept in force and Cybozu may recommence provision of the Services (in case of recommencement, the Customer shall be required to pay service fees for the full month of recommencement). If the Customer fails to pay the service fees or any other obligations in part, this Article 8 shall apply mutatis mutandis. The service fees payable by the Customer shall arise for the month in which the provision of the Services is suspended, and shall not be reduced or refunded pro-rata even if the provision is suspended in the middle of the calendar month. Unless otherwise provided, service fees are not refunded in any case.
9. Change and Termination of License
- (1)Changes to the license for a fee-based service and changes to the permitted number of Service Users shall be handled as follows:
- (i)Monthly Use Cybozu 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.
- (ii)Annual Use Cybozu shall apply the change from the requested month, subject to payment of the amount of fees separately set forth by Cybozu 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.
10. API and Template Program
- (1)If Cybozu 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 Cybozu’s provision of the Services to other Customers, etc, Cybozu may, if and when it deems necessary, limit the Customer’s frequency of use, available hours and permitted volume of data transfer. Cybozu 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 Cybozu.
11. Change of Customer Information
If any changes occur to the Customer Information, provided:
- (i)the Customer is required to promptly update the content following any change to the Customer Information by using the Store Service.;
- (ii)if the Customer updates the Customer Information by using the Store Service pursuant to (i) above, all communications and notices from Cybozu 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 (i) above, Cybozu shall not be liable for any damages incurred by the Customer, Service Users or a third party as a result of Cybozu giving notice to or otherwise contacting the notified address before the change, or otherwise failing to reach the Customer.
- (iii)Notwithstanding the provision of (i) above, if any changes occur to the information related to the Store Manger or if the Store Service is not available for any unavoidable reason, then the Customer shall promptly notify Cybozu thereof.
- (iv)When giving notice as set forth in (iii) above, the Customer shall submit a document in writing evidencing the power of the Customer to do so and follow other procedures designated by Cybozu.
12. Use of Customer Information
- (1)Cybozu shall manage Customer Information submitted by the Customer with the due care of a prudent manager and unless otherwise set forth herein 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.
- (2)Cybozu shall use Customer Information for the purpose of:
- (i)providing, managing and operating the Services;
- (ii)contacting the Customer as necessary in relation to use of the Services by Customer;
- (iii)sending advertisements such as notifications on campaigns and surveys, etc., or any other notifications on products or services (if the Customer informs Cybozu that it does not wish to receive such notifications, then Cybozu shall not send the same thereafter); and
- (iv) sending a free gift as part of campaign or survey, etc.
- (3)If Cybozu cannot reach the Customer using the Customer Information or when Cybozu wishes to deliver an urgent or important information to the Customer, Cybozu 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 Cybozu fails to reach the Customer even in such manner, Cybozu shall not be responsible for not reaching the Customer.
- (4)Notwithstanding the foregoing, Cybozu may disclose or release Customer Information to a third party in the following cases:
- (i)when the Services include any service provided by a business partner of Cybozu, 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;
- (ii)when the Customer applies for the service provided by a business partner of Cybozu in addition to the Services provided by Cybozu, Cybozu may disclose Customer Information to such business partner as necessary for such application; and
- (iii)when Cybozu 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 (sousa kankei jikou shoukaisho)) or in relation to a legal proceeding, or it is necessary in order to protect the rights of Cybozu, its business partners, other Customers or third parties.
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 Cybozu. Such settings shall be configured and maintained at the responsibility and expense of the Customer.
14. Handling of Registered Data
- (2)Cybozu 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.
- (3)Upon termination of the Service Agreement, Cybozu shall delete the Registered Data after the passage of the retention period separately determined by Cybozu. After such termination, Cybozu shall not be liable for any damages incurred by the Customer or a third party in relation to the storage, deletion or backup, etc., of the Registered Data.
- (4)Cybozu shall not access the Registered Data unless Cybozu determines necessary for the purpose of:
- (i)operating the Service System safely;
- (ii)preventing problems with the Services or the Service System; or
- (iii)resolving support issues when the Customer requests Cybozu support in relation to the Services.
- (5)In the case of trial use of Specific Service (including trial use), Cybozu may delete part of the Reregistered Data without obtaining the Customer’s consent for the improvement of such Specific Service.
- (6)Cybozu shall not disclose or release any of the Registered Data without obtaining the Customer’s consent; provided, however, that Cybozu 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 (sousa kankei jikou shoukaisho)) or for legal procedures.
- (7)The Services function may be connected to the services provided by business partners of Cybozu. 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, etc.
- (1)The Customer and the Service Users shall strictly manage the Service Account Information, etc., issued by Cybozu at its responsibility and shall never release or leak the same to any third party other than the Service Users.
- (2)If the details of the Service Account Information, etc., becomes or are likely to become known to any third party other than the Service Users, the Customer shall immediately notify Cybozu thereof. Cybozu shall make efforts to immediately suspend such Service Account Information, etc. on the business day on which it receives such notice. After confirming that these measures have been taken appropriately, Cybozu shall take procedures to issue new Service Account Information, etc.
- (3)Cybozu shall not be liable for any direct, indirect or other damages arising from Service Account Information, etc. becoming known to any third party other than the Service Users.
16. Suspension of Services
- (1)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.
- (2)Cybozu may suspend provision of the Services if:
- (i)it 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;
- (ii)Cybozu determines that it has become difficult to provide normal Services due to significant burden or damage to the Services;
- (iii)Cybozu 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;
- (iv)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;
- (v)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 majeure event; or
- (vi)Cybozu otherwise determines that it is necessary to suspend or halt the provision of the Services.
- (3)Cybozu shall not, as a rule, accept any request to halt the Services from the Customer or any third party.
- (4)Cybozu 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
Cybozu may entirely discontinue any Specific Service provided under the Service Agreement. In such case, Cybozu shall notify the Customer at least three (3) months prior to the scheduled date of discontinuation in the manner provided by Cybozu.
18. Restricted and Prohibited Acts
- (1)When using the Services or the Service Account Information, the Customer shall not:
- (i)unless otherwise consented by Cybozu, license or grant the right to use the Services to a third party;
- (ii)reproduce, distribute and loan the Service Account Information, etc., 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;
- (iii) reproduce, modify, distribute, publicly transmit or make transmittable the Template Program beyond the scope of its use;
- (iv)modify, translate, change, alter or reverse-engineer any document or program related to the Services
- (v)produce or distribute any derived services derived without permission by Cybozu;
- (vi)take any action that infringes on any intellectual property right of Cybozu, any business partner of Cybozu, any other Customer or third party;
- (vii)take any action that damages the properties, credit or reputation of Cybozu, any business partner of Cybozu, 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;
- (viii)take any action that causes or is likely to cause detriment or damage to Cybozu or any third party;
- (ix)take any action that is offensive to public order and morals;
- (x)commit any violating act or criminal act, or take any action that assists or is likely to assist the foregoing;
- (xi)go phishing faking the website of Cybozu, any business partner of Cybozu, any other Customer or third party;
- (xii)register or provide data containing harmful program or information;
- (xiii)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, etc.;
- (xiv)take any action that prevents or is likely to prevent the operation of the Services and all the services provided by Cybozu;
- (xv)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 Cybozu; or
- (xvi)take any action considered inappropriate by Cybozu.
- (2)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, Cybozu may suspend the provision of the Services or use of the Service Account Information, etc., or take such other measures as Cybozu may consider necessary. If Cybozu considers it necessary due to suspension of use of the Service Account Information, etc. , Cybozu shall issue an alternative account, etc.
- (3)Cybozu 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. Scope of Warranty
- (2)Notwithstanding the preceding paragraph, the warranty shall not apply if:
- (i)the Services used by the Customer relate solely to a Store Service or a trial version, etc., of any Specific Service;
- (ii)the Services are suspended due to the Terminal Equipment; or
- (iii)the Services are suspended for any reason not attributable to Cybozu.
- (3)Any claim based on this Clause 20(1) or (2) 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.
- (4)The Customer hereby confirms and consents that the warranty under this Clause 20(1) above is the sole warranty in relation to the use of the Services and that any other risks shall be borne solely by the Customer. Other than the warranty set forth in this Clause 20(1) above, Cybozu warrants neither that the functions contained in the Services satisfy the needs of the Customer, that the Services operate in a normal way nor that any defect contained in the Services (including so-called bug or structural problems) will be corrected. In addition, any information or advice of Cybozu whether verbal or written shall not be deemed as a new warranty or expand the scope of the warranty under this Clause. Cybozu may change or discontinue any services incidental to the Services without the prior permission of the Customer. Cybozu does not guarantee permanent usage environment equivalent to the Services at the time of execution hereof.
20. Limitation on Liability
- (1) The maximum compensation liability that Cybozu 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 Cybozu 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 Cybozu 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 Cybozu. 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 Cybozu or not, neither Cybozu nor a supplier of the Services shall be liable therefor.
- (2)If the Customer causes any damages to Cybozu 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 Cybozu.
- (3)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 Cybozu. Further, in relation to such dispute, if Cybozu 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, Cybozu may claim compensation for the amount of such damages from the Customer.
21. Intellectual Property Rights, etc.
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 Cybozu 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
- (1)Cybozu may immediately cancel the Services Agreement without providing any warning or demand if the Customer meets any one of the following conditions :
- (ii)has made any false description or omitted any matter in the application form;
- (iii)causes interference with the business of Cybozu or Service System, etc. or takes any action that is likely to cause the same;
- (iv)Cybozu 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;
- (v)becomes subject to filing of provisional attachment, provisional disposition, compulsory execution or auction, receives notice as set forth in Article 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;
- (vi)cannot be reached by Cybozu by telephone, FAX or e-mail for a long period of time; or
- (vii)any other cases as determined by Cybozu.
- (2)If the Service Agreement is cancelled, the Service Account Information, etc., shall no longer be available thereafter. If Cybozu requests the Customer to return or get rid of the Service Account Information, etc., 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.
23. Cancellation due to Relationship with Antisocial Force
- (1)The Customer and Cybozu 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 (sokaiya), a political racketeer (shakaiundo toh hyobo goro), a special knowledge crime organization (tokushu chino boryoku shudan) 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:
- (i)any relationship whereby it is deemed to be controlled by an Organized Crime Group Member;
- (ii)any relationship whereby an Organized Crime Group Member is deemed to be involved in its management in a substantial way;
- (iii)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;
- (iv)any relationship whereby it is deemed to be involved with Organized Crime Group Member by providing funds or favors to it; or
- (v)any officer or other person substantially involved in management in a relationship deemed socially reprehensible with any Organized Crime Group Members.
- (2)Contrary to the preceding paragraph, if either the Customer or Cybozu, 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.
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
Cybozu 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, Cybozu shall be responsible for managing such third party.
26. Governing Law and Arbitration
27. Amendment and Change
28. Miscellaneous Matters