Terms of Use

Kintone services

Last Update, 22 December 2021

This is an agreement (“Agreement”) between Kintone Australia Pty Ltd (“Kintone Australia” or “we”) and you as the customer (“Customer” or “you”) who uses our cloud computing services Kintone (“Kintone” or “Kintone services”). By using (including requesting to use or starting free trial use of) Kintone, you shall be deemed to have consented to these Terms of Use (“Terms of Use”). If you enter into this agreement on behalf of an organization which is Customer of Kintone, you represent and warrant that you have the authority to agree to the Terms of Use on the organization’s behalf. If you do not agree to all these Terms of Use, you must not use Kintone. In addition to these Terms of Use, separate terms and conditions, guidelines and policies may apply with respect to the use of Kintone. Unless otherwise agreed in writing the specific terms and conditions shall prevail should there be any inconsistency between these general Terms of Use and the specific terms of use. Additionally, for any technology consulting or professional services (“Professional Services”) related to these Services that might be contracted between Kintone Australia and Customer, the terms and conditions of such Professional Services shall be covered separately in related Statement of Work (“SOW”) agreement(s).

1.Definitions

The following capitalized terms shall have the meanings provided below:

“Kintone Users & System Administrator” means any person registered by Customer as a manager who has the power to configure various settings of Kintone, such as adding users and configuring password policy on the Kintone Users & System Administration.

“Kintone Users & System Administration” means the administration page which the Administrator Account can configure various settings of Kintone.

“Service Account” means the account you create on Kintone with IDs assigned and passwords, e-mail address, and access URL to login and such other information as Customer or a User may need to access Kintone (“Service Account Information”). The Service Account used by the Kintone Users & System Administrator for use of managing the Kintone Users & System Administration shall be referred to as the “Administrator Account” and the Service Account for Service shall be referred to as the “User Account”.

“Service Systems” means systems, data servers and any other telecommunication equipment installed by Kintone Australia to provide Kintone services.

“User” means any individual registered and granted as a user by the Customer for use, or trial use, of Kintone. The Customer may invite any guest user to use the guest space of Kintone and register her as a guest User. The Customer may allow such guest User to use Kintone in the same manner permitted for ordinary Users, provided however that such guest User’s use is strictly limited within the guest space to which she is invited.

“Template Programs” means computer programs, including template and custom applications, provided by us or third party developers via Kintone for the sole purpose of being used with Kintone, and JavaScript or other script files provided by Kintone Australia for the purpose of customization of Kintone.

2. Registration

When you make registration to start using Kintone, you will be asked to provide the Customer’s name, address, contact person, contact information and other information for our identification purposes (collectively, “Customer Information”). You may also be asked to provide us with documents evidencing the information provided is true and accurate.
Your registration may be subject to our further examination process in which we may choose not to accept your registration. We reserve the right whether to accept your registration and may refuse it or later terminate the agreement if we at our sole discretion determine any of the following items can be found:
1. the registration has been made with false information;
2. you failed or are likely to fail to perform any contractual obligations under any agreements of services of us or its affiliates.
3. there is a reasonable doubt about continuous provision of Kintone services; or
4. it may cause significant interference with our business operations.
Any registration and any other procedures taken via your Administrator Account or anything we confirmed via the e-mail address which is registered at the Administrator Account shall be deemed proceeded and confirmation by the Customer itself.

3. Users

You may register Users up to the number of users purchased. Only individuals who are registered as Users may use or trial use Kintone, provided that you must ensure that Users comply with these Terms of Use and any other guidelines.
You shall not share, or allow individual Users to share, each User’s account with any other persons.

4. Trial Use

You may use Kintone on a trial basis in a manner and for a period which will be designated or instructed by us.
If you continue using Kintone after such trial period, you must make registration to begin a paid subscription of Kintone and may need to enter into an agreement with us on use of Kintone. Under no other circumstances, will you be allowed to use Kintone after the trial period.
If you make registration for a paid subscription of Kintone, you must follow the procedures provided by us.

5. Trial use of beta versions

You may be offered trial use of Beta Versions of Kintone services only for the purposes of evaluating it and considering your purchase thereof. “Beta Versions” shall mean a version of applications and user environment for trial use for the purpose of evaluating new functions of Kintone services before their official release, whether or not it is actually called a “beta version”. Additional terms and conditions for trial use of Beta Versions may apply.
WE DO NOT GUARANTEE THAT SPECIFICATIONS AND FUNCTIONS OF AN OFFICIAL VERSION WILL BE EQUIVALENT WITH ANY OF ITS RELEVANT BETA VERSIONS. WE DO NOT GUARANTEE THAT THE DATA YOU STORED IN A BETA VERSION WILL STILL REMAIN STORED AND AVAILABLE AT ITS RELEVANT OFFICIAL VERSION WITHOUT ANY PROBLEMS, NOR DO WE GIVE ANY ADVICE OR SUPPORT REGARDING SUCH SEEMLESS TRANSITION. WE DO NOT GIVE ANY ADVICE OR SUPPORT EVEN WHEN THERE ARE INQUIRIES REGARDING FUNCTIONS, FAILURE OR OTHER PROBLEMS REGARDING A BETA VERSION.

6. Details of Kintone services

The service details of a paid subscription of Kintone shall be as described in our website (https://www.kintone.com.au/)and/or in each Order Form. Likewise, if you separately require additional Optional Service(s) related to Kintone, details of such Optional Service(s) shall follow in the Order Form(s) related thereto.

7. Region

We are the sole service provider of Kintone in Australia.

8. Subscription period

The subscription period shall be one year from the first day of the calendar month immediately following your conclusion of this Agreement (“Annual Subscription”). If you do not terminate the Annual Subscription in accordance with Term 10 or other provisions of these Terms of Use, the Annual Subscription shall be renewed automatically for the next year and the same shall apply thereafter.
Unless otherwise provided herein, early termination of this Agreement is not permitted during a subscription period.

9. Fees

Our pricing of paid subscription fees is set based on such as the grade of subscription, the number of Users purchased and the type of your organization. For more information on subscription fees, please refer to the price list on our website (https://www.kintone.com.au/pricing) and/or to a separate subscription service quotation and Order Form that may be provided to Customer. We may change our pricing of paid subscription fees with prior notice to Customers via the notification method as set forth by us and it shall be deemed that you have agreed with the change if you continue to use the Kintone services even after such notice. Separate professional services costs, such as technology consulting, implementation, and training fees may be provided by us to you, 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 services, which shall be paid by you.
Even where special campaign price is applicable at the start of a subscription, it will cease to apply after the expiry of the applicable period of such campaign or after you lose eligibility for such special campaign.
You shall pay all relevant fees and tax and other public charges by the due date individually determined based on the duration of each subscription period.
If there are several outstanding fees which are already due but we receive your payment which fall short of those unpaid amount of fees, we may at our sole discretion choose to which payment obligation we allocate the paid amount regardless of the due date.
If you fail to pay any fees or any other obligations by the due date, you shall pay us 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 the payment is made. Such per-annum rate shall assume a year of 365 days even when the relevant period includes a leap year.
If you fail to pay any fees or any other obligations in full or in part by the due date, we may at our sole discretion suspend provision of Kintone services. If we at our sole discretion give a grace period to you and the fees or any other obligations are paid within such period, we may at our sole discretion opt to keep this Agreement in force and effect and to recommence provision of Kintone services (then, you shall be required to pay fees for a full month period even if it recommences Kintone services in the middle of the calendar month). Annual fees is payable in full for the month in which provision of Kintone service 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, fees are not refunded in any case.

10. Upgrading, Changing and Terminating Subscriptions

Unless otherwise permitted by us, changes to the license for a paid subscription service and to the number of Users purchased shall be handled as follows:

You may terminate or upgrade (including increasing the number of Users) the annual subscription with a prior written notice in a form we designate. The termination notice shall be delivered to us six (6) business days before the start of the month from which you wish to terminate the subscription. The notice to upgrade the subscription shall be delivered to us six (6) business days before the start of the month from which the upgrade (and revised subscription fees) will apply for the subscription. No subscription fees shall be refunded nor will any reduction of Users accepted during an annual subscription period. The number of licensed users can be decreased only when renewing your contract for the next year.

11. API and Template Program

Where APIs are made available by us for your use of Kintone (the “APIs”), you may use such APIs without additional fees unless otherwise stated in these Terms of Use or other terms and conditions. Provided, however, that if the frequency of use or the volume of data transfer by the Customer exceeds a level whereby it interrupts our provision of Kintone to other customers, we may, if and when we deem necessary, limit your frequency of use, available hours and permitted volume of data transfer and/or charge additional fees. In those cases, details of such limitation on use or additional fees will be provided by us in separate terms and conditions.
You must use the APIs in accordance with their respective specifications and terms and conditions specifically provided to such APIs. You may develop applications using the APIs as long as such applications are used solely by you with Kintone.
You may use, reproduce and modify Template Programs as long as they are used solely by you with Kintone. Terms and conditions may specifically be provided to respective Template Programs by us or third parties.
You shall use, reproduce and modify the API, the Template Program and scripts such as JavaScript files developed you or any third parties at your discretion and your own responsibility. WE SHALL NOT BE LIABLE FOR ANY NEGATIVE EFFECT ON PERFORMANCES OF YOUR DIGITAL EQUIPMENTS AND ENVIRONMENTS, ANY LEAKAGE OF INFORMATION OR ANY OTHER NEGATIVE RESULTS ARISING OUT OF OR IN CONNECTION WITH SUCH USE OF KINTONE BY YOU.
Regarding the APIs, the Template Program and other applications and programs (including JavaScript and other script files) developed by third parties, WE SHALL NOT GIVE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND INCLUDING, WITHOUT LIMITATION, FITNESS FOR PARTICULAR PURPOSES AND YOUR NEEDS, FLAWLESS OPERATION, FIXING OF BUGS AND ANY OTHER FLAWS AND PERMANENT PROVISION OF THESE SERVICES.
The Template Programs and any other applications and programs (including JavaScript and other script files) (“Third-party Applications” provided by third parties will be subject to terms and conditions provided by them. IN NO EVENT, SHALL WE GIVE ANY WARRANTY REGARDING SUCH THIRD-PARTY APPLICATIONS NOR BE RESPONSIBLE AND LIABLE FOR THEM.

12. Change of Customer Information

If any changes occur to the Customer Information, you shall promptly update the Customer Information details via the Kintone Users & System Administration.
When you update the Customer Information via the Kintone Users & System Administration pursuant to Term 12.1 above, all communications, notices, claims and demands from us to you shall be thereafter transmitted or sent to such address so updated. If any Customer Information is changed but you fail to update it, we shall not be liable for any damages incurred by you, Users or a third party as a result of our communications, giving notice, making claims and demands to or otherwise contacting the then most-updated address, or otherwise failing to reach you.
Notwithstanding Term 12.1 above, if any changes occur to the information related to the Kintone Users & System Administrator but Kintone services are not available for any unavoidable reason, then you shall promptly notify us thereof.
When giving notice in Term 13.3 above, you shall submit a document in writing evidencing that the contacting person has the authority on your behalf and follow other procedures designated by us.

13. Use of Customer Information

We shall not use Customer Information for any purposes other than for providing Kintone services, shall not allow any third party (other than its affiliates) to use it and shall not disclose or leak it to any third party (other than its affiliates) without your written consent.
We will use Customer Information for the purpose of:
1. providing, managing and operating Kintone services;
2. contacting you as necessary in relation to your use of Kintone;
3. sending advertisements such as notifications on campaigns and surveys, or any other notifications on products or services (only if you previously agree in writing to receive such notifications); and
4. sending a free gift as part of a campaign or survey.
If we cannot reach you using the Customer Information or when we deliver an urgent or important information to you, we may, at our sole discretion, send such information to you using a notification function of Kintone. IF WE FAIL TO REACH YOU EVEN IN SUCH MANNER, WE SHALL NOT BE RESPONSIBLE FOR NOT REACHING YOU.
Notwithstanding the foregoing, we may disclose Customer Information to a third party in the following cases:
1. where Kintone includes any service provided by a third party developer in connection with Kintone, Customer Information may be disclosed to such third party developer in order to examine or reply to the inquiries from you in relation to such service;
2. where you make registration for such service provided by such a third party developer in connection with Kintone, we may disclose Customer Information to such a third party developer as necessary for it to examine such registration; and
3. where, we deem at our sole discretion, there is a compelling reason to disclose it (including but not limited to where law enforcement authorities require us to disclose it in accordance with applicable laws and regulations; where such disclosure is required in connection with legal proceedings; or where it is necessary in order to protect the rights of us, third party developers of services in connection with Kintone, other customers or third parties.)
In addition to the above, the handling of personal information included in the Customer Information shall be subject to the terms of our privacy policy (https://www.kintone.com.au/privacy-and-policy).

14. Maintenance of Settings

You must maintain settings and usage environment of your telecommunication equipment and other hardware devices in line with our technical standards and conditions designated for Kintone. Such settings and maintenance must be made at your responsibility and expense.

15. Handling of Stored Data

All data and information you store at your (or your Users’) initiative via Kintone (the “Stored Data”) shall be managed by yourself. Unless permitted by you in accordance with these Terms of Use, you retain all right, title and interest in and to all Stored Data and we shall not acquire any rights related to the Stored Data. You shall use Kintone to export and store any data as you want at anytime throughout the term of this Agreement.
We may, at our sole discretion, backup the Stored Data without obtaining your consent in order to assist you to restore data in case of server breakdown or suspension.
After termination of this Agreement, the Stored Data will be deleted upon the expiry of the retention period we separately determine. We shall not be liable for any damages incurred by you or a third party in relation to the storage, deletion or backup of the Stored Data after the expiry of the retention period.
We shall not access the Stored Data unless we determine it necessary for the purpose of:
1. operating Kintone services safely;
2. preventing system errors or other problems with Kintone services; or
3. resolving support issues when you request our support in relation to your use of Kintone.
In the case of trial use of Kintone (including trial use of Beta Versions), we may delete a part of the Stored Data without obtaining your consent for the improvement of Kintone services.
We shall not disclose any of the Stored Data without obtaining your consent; provided, however, that we may disclose all or a part of the Stored Data without obtaining your consent when it is required by the laws and regulations (including where law enforcement authorities require us to disclose it in accordance with applicable laws and regulations).
Kintone functions may be connected to the services provided by third party developers. When you use such functions, the Stored Data for the use of such function may be provided to such third party developers.

16. Service Account Information

You shall, at your responsibility, strictly keep, and make the Users keep, the Service Account Information secret and shall never disclose it to any third party.
If all or a part of the details of the Service Account Information become, or are reasonably considered to have become known to any third party, you shall immediately report it to us. We will make efforts to swiftly suspend such Service Account. After confirming that these measures have been taken appropriately, we will take procedures to issue renewed Service Account Information.
WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR OTHER DAMAGES ARISING FROM SUCH MISMANAGEMENT, LEAKAGE OR DISCLOSURE OF SUCH SERVICE ACCOUNT INFORMATION.

17. Suspension of services

Regular maintenance will be held as specified in our Service Level Objective (https://www.kintone.com/security/#SLO). During such regular maintenance, the system may be temporarily suspended or unavailable. We agree to provide seven (7) days prior notice posted in the Kintone Status page (https://kintone.statuspage.io/) in the Kintone product interface notifications in the event Kintone will be unavailable due to regular maintenance.
Notwithstanding Term 17.1, we may suspend provision of Kintone services without prior notice if:
1. it is necessary for maintenance of Kintone and systems and equipment thereof, or for maintenance of telecommunications equipment or when an unavoidable failure of the foregoing occurs;
2. we determine at our sole discretion that it has become difficult to provide normal course of services due to significant burden or damage to Kintone services;
3. we become aware that provision of Kintone services may cause significant damage to Customers or third parties due to falsification of data or hacking or the like;
4. it becomes difficult to provide Kintone 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;
5. an emergency occurs or is likely to occur due to earthquake, tsunami, typhoon, lightening or any other act of God, war, civil war, enactment of new laws or abolition of laws or any other force major event; or
6. we otherwise determine that it is highly necessary to suspend provision of Kintone services.
We will not accept any request to suspend Kintone services from you or any third party as a general rule.
We shall not be liable for any damages incurred by you or a third party as a result of suspension of or omission of suspension of Kintone services.

18. Discontinuation of services

We may at our sole discretion entirely discontinue Kintone services provided under this Agreement. In such case, we will notify you in the Kintone Status page in the Kintone product interface notifications or provide you with notice, for example via e-mail, at least two (2) months prior to the scheduled date of discontinuation and shall refund the prorated portion of any fees paid in advance for the discontinued services.

19. Restricted and Prohibited Acts

When using Kintone or the Service Account, you shall not:
1. unless otherwise consented by us, license or grant the right to use Kintone to a third party;
2. reproduce, distribute and loan the Service Account to any person other than the Users or transmit the same to, or lease or create security interest over it for the benefit of any third party;
3. reproduce, modify, distribute, publicly transmit or make public the Template Program beyond the scope of your permitted use of it;
4. modify, translate, change, alter or reverse-engineer any documents or programs related to Kintone;
5. produce or distribute any derivative services of Kintone without our permission;
6. infringe any intellectual property rights of us, our affiliated companies, third party developers of Kintone-connected services, other Customers or any other third parties;
7. damage properties or reputation of us, our affiliated companies, third party developers of Kintone-connected services, other Customers or any other third parties, or infringe privacy rights, image rights or any other rights of the foregoing;
8. do anything that causes or is likely to cause detriment or damage to us or any third party;
9. do anything that is offensive to the public order and morals;
10. commit criminal act or any other act violating laws, or do anything that assists or is likely to assist the foregoing;
11. do phishing, faking the website of us, our affiliated companies, any third party developers of Kintone-connected services, other Customers or any other third parties;
12. store or provide data containing harmful programs or information;
13. transmit information in large volume using the telecommunication function contained in Kintone, or send e-mails to indefinite number of people or transmit e-mails to a recipient who has not approved it in advance;
14. disclose without our prior written approval any vulnerability you may find or come to know in Kintone services;
15. do what prevents or is likely to prevent operation of our business and provision of services;
16. do what is or is likely to be detrimental to reputation of Kintone and all the services provided by us; or
17. do any other act which we reasonably consider inappropriate.
If your use of Kintone or the Service Account results in any of the restrictions and prohibitions listed in Term 19.1, we may suspend provision of Kintone or use of the Service Account, or take such other measures as we may consider necessary.
WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR OTHER DAMAGES ARISING AS A RESULT OF THE SUSPENSION MEASURES TAKEN IN ACCORDANCE WITH THIS TERM 19.

20. Service Warranty

Except as otherwise set forth herein (including but not limited to Terms 9.6, 17 and 19.2), when providing Kintone services, we hereby warrant to Customers that we will not suspend our Kintone services (for the avoidance of doubt, excluding third party applications and services) for consecutive 24 hours or longer due to system errors in the Service System. If you request, we will, upon our confirmation of a violation of this warranty, take one of the following measures:
1. reduce the subscription fee from and after the month in which such violation occurs;
2. extend the subscription period; or
3. refund all or part of the subscription fees for the month in which such violation occurs;
provided however that we reserve the right to choose which measure to be taken.
The amount of such reduction of subscription fees, the duration of such extension or the amount of such refund shall be determined by us based on the actual number of days of suspensions (counting a consecutive twenty four (24) hour suspension as one day). Provided, however, that such period during which such reduction or extension is made or for which refund of subscription fee is made shall be no more than one month.
Notwithstanding the preceding Terms 20.1 and 20.2, the warranty shall not apply if:
1. the services you use are a trial version or Beta Versions of Kintone;
2. Kintone services are suspended due to a system, internet, telecommunication equipment or devices (other than the Service Systems); or
3. Kintone services are suspended for any reason not attributable to us.
Any claim based on Terms 20.1 to 20.3 shall be delivered to us within sixty (60) days from the day on which such violation occurs. You must provide us with documents evidencing (a) payment of subscription fees and (b) details and date of occurrence of such violation.
Except as otherwise expressly provided in these Terms of Use, you hereby confirm and agree that:
1. the warranty under this Term 20.1 above is the sole warranty in relation to the use of Kintone and that any other risks shall be borne solely by you;
2. we shall not warrant that Kintone services (a) satisfy and suit your needs, (b) operate uninterrupted or (c) are free of any kind of errors (such as software bugs, architectural errors or otherwise) and that such errors will be fixed;
3. any information or advice of us verbally or in written shall not be deemed as a new warranty or expand the scope of the warranty under this Term 20;
4. we may change or discontinue any services incidental to Kintone without your prior permission; and
5. we do not guarantee the then current user environment offered at Kintone at the start of your use of it will remain for your future use.

21. Disclaimer

YOUR USE OF THE KINTONE SERVICES IS AT YOUR SOLE RISK. THE KINTONE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES THAT THE KINTONE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE AND THAT ANY CUSTOMER'S AND THIRD-PARTY'S CONTENTS (IN WHATEVER FORM INCLUDING BUT NOT LIMITED TO DATA, TEXT, AUDIO, VIDEO OR IMAGES) STORED IN THE KINTONE SERVICES, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US OR THROUGH OR FROM THE KINTONE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

22. Limitation on Liability

THE MAXIMUM AGGREGATE LIABILITY THAT WE MAY HAVE IN RELATION TO KINTONE AND ITS RELATED SERVICES SHALL NOT EXCEED THE AMOUNT EQUAL TO ONE MONTH SUBSCRIPTION FEE FOR THE MONTH IN WHICH YOU INCUR DAMAGES. IN NO WAY SHALL WE BE LIABLE FOR ANY INDIRECT, CONTINGENT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCURRED BY YOU OR ANY OTHER THIRD PARTY ARISING FROM THE USE OR INABILITY TO USE OF KINTONE OR OTHER SERVICES VIA KINTONE, INCLUDING LOSS OF COMMERCIAL VALUE/PROFITS, INTERRUPTION OF BUSINESS, DAMAGES DUE TO COMPUTER BREAKDOWN, ACCESS DELAYS OR ERRORS 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 WHERE WE HAVE BEEN INFORMED OF A POSSIBILITY OF OCCURENCE OF SUCH DAMAGES IN ADVANCE OR WHERE SUCH DAMAGES HAVE BEEN CAUSED BY ANY EVENT WHICH SHALL BE ATTRIBUTABLE TO ANY THIRD PARTY. IF YOU USE A TRIAL VERSION OR BETA VERSION OF KINTONE OR ITS RELATED SERVICES, THEN REGARDLESS OF WHETHER SUCH DAMAGES HAVE BEEN CAUASED BY AN EVENT ATTRIBUTABLE TO US OR NOT, NEITHER WE NOR A SUPPLIER OF KINTONE SHALL BE LIABLE THEREFOR.
IF YOU CAUSE ANY DAMAGES TO US OR ANY THIRD PARTY THROUGH THE USE OF KINTONE, YOU SHALL INDEMNIFY THOSE DAMAGES AT ITS OWN EXPENSE AND RESPONSIBILITY, AND MAY NOT SEEK ANY INDEMNIFICATION FROM US.
IF ANY DISPUTE ARISES BETWEEN YOU AND A THIRD PARTY IN RELATION TO THE USE OF KINTONE, YOU SHALL RESOLVE SUCH DISPUTE AT ITS OWN RESPONSIBILITY AND MAY NOT REQUEST FOR ARBITRATION, INQUIRIES OR OTHERWISE TO US. FURTHER, IN RELATION TO SUCH DISPUTE, IF WE INCUR LIABILITY AGAINST SUCH THIRD PARTY OR ANY OTHER DAMAGES (INCLUDING LEGAL FEES) DUE TO YOUR WILLFUL MISCONDUCAT OR GROSS NEGLIGENCE, WE MAY CLAIM INDEMNIFICATION ON THE AMOUNT OF SUCH DAMAGES AGAINST YOU

23. Intellectual Property Rights

Intellectual property rights and any other rights and titles in all programs, software, services, procedures, instruments, materials, documents, trademarks and trade names constituting Kintone services, (the “Intellectual Property Rights”) shall belong to us and/or the suppliers thereof.

24. Termination

We may terminate this Agreement with prior notice if you fall within any one of the following conditions:
1. breach or violate any one of the terms or conditions of these Terms of Use;
2. have made any false representation or omission of any matter in the application form;
3. cause interference with our business or Service System or do what is likely to cause such interference;
4. filed or were filed a bankruptcy and any other insolvency proceeding under the Bankruptcy Act 1966 or any other bankruptcy laws;
5. there is a reasonable doubt, at our sole determination, over your capacity to meet your payment obligations; or
6. cannot be reached by us by telephone, FAX or e-mail for more than thirty (30) consecutive days.
If this Agreement is terminated, the Service Account shall no longer be available thereafter. If we request you to return or delete the Service Account you must follow such request. Any data, files and other information stored at Kintone shall no longer be available for use, access or otherwise thereafter.

25. No Assignment

You shall not assign, loan, lease, pledge or otherwise create any security interests your rights regarding your use of Kintone or other rights under this Agreement.

26. Engagement of Third Party Provider

We may engage a third party to provide all or part of its duties related to the provision of Kintone without your approval; provided.

27. Governing Law and Arbitration

These Terms of Use shall be governed by the laws of the state of New South Wales, Australia without reference to its conflict of laws principles.
The Customer and Kintone Australia shall firstly request the other party that any controversy, claim or dispute arising in relation to these Terms of Use or Kintone (“Dispute”) is settled amicably through good faith discussions and negotiations. In the event that Dispute cannot be amicably resolved thereby, the Customer and Kintone Australia agree that Dispute shall be finally settled by binding arbitration in accordance with the Arbitration Rules of the Australian Centre for International Arbitration Centre (ACICA), which Rules are deemed to be incorporated by reference into this clause. The tribunal shall consist of one arbitrator. The seat of the arbitration shall be Sydney. The proceeding and the award in the arbitration shall be made in English.

28. Modification of Terms of Use

We may at our sole and absolute discretion, modify these Terms or change, or discontinue a part of, Kintone services from time to time. We will post notice of changes of these Terms on our website; provided however that where a modification is significant as determined solely by us, we will provide you with notification within the Kintone services or notice for example via e-mail. If you object to any such modifications, your sole recourse shall be to cease using Kintone. Continued use of the Kintone shall indicate your acknowledgement of such changes and agreement to be bound by the modified Terms of Use.

29. Miscellaneous Provisions

In relation to the use of Kintone, even if any terms and conditions different from these Terms of Use are presented to you, these Terms of Use shall apply to your use of Kintone in preference thereto. These Terms of Use shall be the sole agreement between you and us in relation to your use of Kintone and may be amended only in accordance with these Terms of Use.
If any provision of these Terms of Use is held to be invalid or unenforceable by the court or other tribunal of competent jurisdiction, such provision shall be severed from this Agreement, the remaining provisions of these Terms of Use shall continue in full force and effect. In such case, we will take steps for the amendment of such invalid or unenforceable provision to the extent possible.
The terms of this Terms of Use and the security topics found on the pages of this website domain (https://www.kintone.com.au/) are applicable only to Kintone and the Service System, as defined herein, and not to this public website itself.
Should you find any vulnerability in Kintone services, we would highly recommend you to inform us of it.