cybozu.com Terms of Use

Any customer (the “Customer”) who uses any of the services provided by Cybozu Inc. (“Cybozu”) at cybozu.com (including free trial use of any of these services; individually a “Specific Service” and collectively the “Services”) is required to use the Services in accordance with these Terms of Use (“Terms of Use”). By using or requesting use of the Services, the Customer shall be deemed to have consented to these Terms of Use.

In addition to these Terms of Use, separate terms and conditions, guidelines and policies, etc., may apply with respect to the use of Specific Service. Please confirm the same before using any Specific Service.

 

1.Definitions

The following capitalized terms shall have the meanings provided below:

(i)”Customer” means any legal entity or organization that has applied to use the Services in accordance with the procedures prescribed by Cybozu upon confirming these Terms of Use, or any person who has been licensed by Cybozu to use the Services.

(ii)”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.

(iii)”Service System” means telecommunications equipment installed by Cybozu for use primarily in relation to the Services.

(iv)”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.

(v)”Service Account Information” means the ID and password, e-mail address, and access URL to log in and such other information as a Service User may need to access any Specific Service.

(vi) The “API” means an Application Programming Interface for the Services provided by Cybozu.

(vii)”Template Program” means the program related to the Specific Service, including template, custom application and plugin, provided by Cybozu or any other creator via the Services for the purpose of being used only through the Services, and the JavaScript files or other script available through the Services for the purpose of customization of the Services.

(ix) The “Custom Functions” means the functions in the Services in order to apply plugin, JavaScript file, etc., which provided by Cybozu or any third party, to the Services.

(x)The “API etc.” collectively means The API, Template Program, The Custom Functions and JavaScript file or other script created by the Customer or any third party.

(xi)The “Third Party’s Solutions” collectively means Template Program and JavaScript file or other script provided by any third party as well as other program, product and service linked up with the Sevices provided by any third party.

 

2.Application Procedure

(1)Cybozu shall enter into an agreement with the Customer (the “Service Agreement”) based on these Terms of Use for the Specific Service the Customer requests the use of.

(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.

 

3. Service User

(1)Customer may register the User Account Information for the Service Users up to the number permitted by Cybozu for each Specific Service. Only individuals whose User Account Information is registered may use or trial the Specific Service as Service Users, provided that the Customer causes such Service Users to comply with these Terms of Use and manage such Service Users with the due care of a prudent manager.

(2)Unless otherwise consented by Cybozu, the Customer may not allow individual User Account Information to be shared by several persons.

 

4.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.

 

5.Free trial use of beta versions

(1)The Customer may trial beta versions of a Specific Service (including those for which Cybozu installs an environment for trial use for the purpose of evaluation of the new functions of such Specific Service until all or any of the new functions of such Specific Service are officially released, whether or not it is actually called a “beta version”; hereinafter collectively, a “Beta Version”) for free only for the purpose of considering its own installation or evaluation thereof. For trial use of the Beta Version, additional use conditions may be applied upon separate application.

(2)If Cybozu otherwise sets conditions regarding Customer use of information regarding Specific Service it has learned through trial use of the Beta Version thereof, the Customer shall use the same in accordance with such conditions.

(3) AFTER THE OFFICIAL VERSION OF SPECIFIC SERVICE (INCLUDING PART OF THE NEW FUNCTIONS) IS RELEASED, CYBOZU DOES NOT GUARANTEE THAT THE SPECIFICATIONS AND FUNCTIONS OF THE OFFICIAL VERSION WILL BE EQUIVALENT WITH THOSE OF ANY BETA VERSION. FURTHER, EVEN IF THE CUSTOMER DECIDES TO USE THE OFFICIAL VERSION OF SUCH SPECIFIC SERVICE, CYBOZU DOES NOT GUARANTEE THAT THE CUSTOMER’S REGISTERED DATA WILL BE MIGRATED OR ABLE TO BE MIGRATED FROM THE BETA VERSION ENVIRONMENT WITHOUT ANY PROBLEMS, NOR DOES CYBOZU GUARANTEE TO GIVE ADVICE OR SUPPORT IN RELATION TO SUCH MIGRATION. CYBOZU DOES NOT GUARANTEE TO GIVE ADVICE OR SUPPORT EVEN WHEN THERE ARE INQUIRIES REGARDING THE FUNCTIONS, FAILURE OR OTHERWISE OF A BETA VERSION IN RELATION TO A SPECIFIC SERVICE.

 

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

(1) If the Service is directly purchased from Cybozu:

(i)The minimum term of use shall be six (6) months from the date the initial monthly charge is incurred; and

(ii)Subsequent to the submission of the formal application to use the Service, if the Agreement is cancelled due to the Customer’s own reasons within the minimum term of use set forth in the preceding paragraph, the Customer shall immediately pay Cybozu a total sum equal to the amount of charges applicable to the remainder of said minimum term of use. Furthermore, Cybozu shall not refund the Customer for any charges that has already been paid by the Customer.

(2) If the Service is purchased from other distributors:

If the Customer purchases the Service from distributors other than Cybozu; hereinafter the same shall apply, the minimum term of use shall be such term as agreed upon by the Customer and said distributor.

(3) When an application for annual use is made within thirty (30) days of the date of termination of the service period set forth in the preceding two paragraphs, the Service Agreement shall be deemed to have been renewed upon the same settings under the previous one, and the service period shall start on the date immediately following the date of the termination of the service period thereunder, irrespective of the date of application.

(4) Unless otherwise provided, the Service Agreement may not be cancelled after its formation nor may it be terminated during the service period.

 

8.Fees

(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. Transfer and remittance fees, and other charges required at the time of such payment shall be borne by the Customer. Separate setup costs may be required in the case of fee-based services. The above- mentioned 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

If the Customer wishes to terminate or change a Specific Service, it shall notify Cybozu thereof at least five (5) business days before the end of the month before that in which the Customer wishes to terminate or change such Specific Service. 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

If the Customer wishes to upgrade any Specific Service or add Service Users, it shall notify Cybozu thereof in the manner designated by Cybozu at least five (5) days before the end of the month preceding that in which the Customer wishes to make such change. 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 downgrade of Specific Service or reduction of Service Users be accepted.

(2)Notwithstanding the preceding paragraph, if Cybozu receives the above-mentioned notice from the Customer later than five (5) days prior to the end of the previous month, it may terminate the Services the month after the following month, or apply relevant change to service fees from the month after the following month.

 

10.API and Template Program

(1)

(i)If Cybozu provides the Customer with the API, the Customer may use the API for free as a rule for the purpose of using the same in conjunction with the Services.

(ii)Notwithstanding Item (i) above, if fee-based plan relating to the use of the API has been separately set as a license for each Specific Service to the Customer, the Customer shall be required to apply for use of the said plan and pay applicable service fees to use the said plan.

(iii)Notwithstanding Item (i) and Item (ii) above, whether for free or with fee,

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 at Cybozu’s discretion, limit the Customer’s frequency of use, available hours and permitted volume of data transfer. Cybozu may also charge additional fees if Cybozu determines necessary. Limitation on use or the details of such fees shall be subject to regulations separately provided by Cybozu.

(2)Customer shall use the API in accordance with the specifications provided with the API. In addition, the Customer may develop any tool or produce any linked service using the API to the extent used by such Customer with the Services; provided, however, that if terms of use are separately provided in relation to such provided API, the Customer shall use the API in accordance therewith.

(3)The Customer may reproduce and modify the Template Program provided by Cybozu or any third party to the extent that used by such Customer with the Services; provided, however, that the Customer shall not modify the plugin; and provided, further, that if terms of use as to the Template Program are separately stipulated, the Customer shall comply with the terms for using the Template Program.

(4)The Customer may use the Custom Functions for free; provided, however, that if fee-based plan relating to the use of the Custom Functions has been separately set as a license for each Specific Service to the Customer, the Customer shall be required to apply for use of the said plan and pay applicable service fees to use the said plan.

(5)The Customer shall use the API etc. at its discretion and its own responsibility. Unless otherwise set forth in any other provision, Cybozu warrants neither that the functions contained in the API etc. satisfy the needs of the Customer, that the API etc. operate in a normal way nor that any defect contained in the API etc. (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 Article. Cybozu may change or discontinue any services incidental to the API etc. without the prior permission of the Customer. Cybozu does not guarantee permanent usage environment equivalent to the API etc. at the time of execution hereof. CYBOZU SHALL NOT BE LIABLE FOR ANY EFFECT ON PERFORMANCE OR ANY LEAKAGE OF INFORMATION OR ANY OTHER IMPACT OF SUCH USE BY THE CUSTOMER.

(6)The Customer shall follow the regulations in the case that any regulations regading to warranty or liability has been set by any third party relating to the Third Party Solution; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE PROVISIONS SET FORTH IN THE SAID REGULATIONS, CYBOZU SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED TO THE CUSTOMER.

 

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 the method designated by Cybozu.;

(ii) IF THE CUSTOMER UPDATES THE CUSTOMER INFORMATION 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.

 

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.

(5)In addition to the above, the handling of personal information included in the Customer Information shall be subject to the terms of the privacy policy
(http://cybozu.co.jp/company/copyright/privacy_policy.html).

 

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

(1)All data and information registered by the Customer or the Service Users via the Services (the “Registered Data”) shall be managed by the Customer itself, and except to the extent permitted by the Customer pursuant to these Terms of Use, Cybozu shall not acquire any rights related to the 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 or use of Beta Version), 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.Self-Management of Account, 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

(1)Except as otherwise set forth in Article 16 (Suspension of Service) of these Terms of Use, when providing the Services, Cybozu warrants to the Customer that it shall not suspend the Services for 24 hours or longer consecutively due to abnormality in the service network installed by Cybozu. If requested by the Customer and Cybozu confirms a violation of this warranty, Cybozu shall at its option reduce the service fees from and after the month in which such violation occurs, extend the service period or refund all or part of the service fees for the month in which such violation occurs. The amount of the foregoing reduction of service fees, the duration of extension or amount of refund shall be determined by Cybozu based on the number of days (counting twenty four (24) hours as one day) during which the Services are suspended up to one (1) month.

(2)NOTWITHSTANDING THE PRECEDING PARAGRAPH, THE WARRANTY SHALL NOT APPLY IF:

(i)THE SERVICES USED BY THE CUSTOMER RELATE SOLELY TO TRIAL OR BETA 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 Article 19(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 Article 19(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 Article 19(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 Article. 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 TRIAL OR BETA 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.

 

22.Cancellation

(1)Cybozu may immediately cancel the Services Agreement without providing any warning or demand if the Customer meets any one of the following conditions :

(i)violates any one of the terms or conditions of these Terms of Use;

(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 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

(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.

(3)The provision of Article 22(2) shall apply to the case where Cybozu cancels these Terms of Use pursuant to the preceding paragraph.

 

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

(1)These Terms of Use shall be governed by the laws of Japan without reference to conflict of laws principles.

(2)The Customer and Cybozu shall firstly request the other party that any dispute, argument, or dissension arising in relation to these Terms of Use or the Services (hereinafter, the “Disputes”) is settled amicably through good faith discussions and negotiations. In the event that the Disputes cannot be amicably resolved thereby, the Customer and Cybozu agree that the Disputes shall be finally settled by arbitration in Tokyo, Japan in accordance with the Rule of Arbitration and Conciliation of the Japan Commercial Arbitration Association. The proceeding and the award in the arbitration shall be made in Japanese.

 

27.Amendment and Change

Cybozu may amend these Terms of Use or change the content of the Services, etc., regardless of whether the Customer acknowledges the same. In such case, these Terms of Use or the Services after such amendment or change shall apply. Any amendment to these Terms of Use shall be deemed to be notified to the Customer in advance by notification in a manner designated by Cybozu; provided however, that such prior notice may be omitted in the case of a minor change such as correction of wording that may not be detrimental to the Customer. If the Customer does not consent to any amendment or change, Cybozu shall not be obliged to continue providing the Services and the Customer shall terminate and discontinue the use of the Services before such amendment or change takes effect or otherwise the new terms shall apply to the Customer.

 

28.Language

The official language of these Terms of Use shall be the Japanese language. Even if any translation of these Terms of Use into other languages than Japanese is made for reference, only these Terms of Use made by Japanese are solely valid to the extent permitted by the applicable laws.

 

29.Miscellaneous Matters

(1)In relation to the use of any Specific Service, even if any terms of use that are different from these Terms of Use are presented to the Customer, these Terms of Use shall apply to the use of the Specific Service by the Customer in preference thereto. These Terms of Use shall be the sole agreement between the parties hereto in relation to the use of the Services and may be amended only in writing signed or sealed by the parties hereto.

(2)if any provision of these Terms of Use is declared to be invalid or unenforceable by the court, etc., these Terms of Use shall be amended to satisfy the legal requirements of such court, etc., and such amendment shall be automatically incorporated in these Terms of Use. If it is impossible to make amendment, such invalid or unenforceable provision shall be deleted, and unless any material departure from the intent represented by these Terms of Use arises thereby, the remaining provisions of these Terms of Use shall continue in full force and effect. In such case, the Customer and Cybozu shall take steps for the amendment of such invalid or unenforceable provision to the extent possible.

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