Zipteam Terms of Service

2. Users

1. A Customer may set up User Accounts for Users within the scope not exceeding the number of users licensed by the Company.  Only a User for whom a User Account has been set up shall be allowed to use the Service; provided that the Customer shall cause the relevant User to comply with these Terms and shall supervise the User with the care and duty of a good manager.
2. Unless separately approved by the Company, a Customer may not allow two or more persons to share and use a single User Account.

4. Paid Subscription Service

1. The paid subscription service (the “Subscription Service”) shall be made available to Customers who separately subscribe to it.
2. The Company may revise the fee for the Subscription Service by notifying Customers thereof in the manner prescribed by the Company no later than one (1) month prior to the date of the revision.  Customers may terminate the Subscription Service before the revised fee for the Subscription Service becomes effective.  To Customers who do not terminate, the fee for the Subscription Service based on the revised terms shall be applicable. Transfer fees, remittance fees and other expenses necessary for the payment shall be borne by Customers.
3. Customers shall pay the Subscription Service fee and all taxes on the Subscription Service to the Company by the due date designated by the Company and in the manner designated by the Company.  All taxes on the Subscription Service fee shall be borne by Customers.  In the case of a change in the rate of any tax on the Subscription Service fee after an agreement for the Subscription Service is executed, the Company shall calculate the amount to be charged based on the changed tax rate and may charge an additional amount.
4. If a Customer fails to pay the Subscription Service fee or other obligations by the due date, the Customer shall pay to the Company a default interest to accrue at the rate of 14.6 % per annum for the period from the date immediately following the due date until the date immediately prior to the date of actual payment.
5. If a Customer fails to pay the Subscription Service fee or other obligations prescribed in this article no later than the due date designated by the Company, the Company shall terminate the agreement for the Subscription Service and downgrade to a free service plan with prior notice of the reason for the termination and the termination date.  A failure to pay any part of the Subscription Service fee or other obligations shall also be treated in accordance with this paragraph.  The Subscription Service fee payable by Customers shall be charged even in a month of such downgrade.  Even if the Subscription Service terminates in the middle of a calendar month, the fee shall not be reduced, refunded or otherwise adjusted on a per diem basis.  Unless otherwise agreed, there shall be no refund or other adjustment of any Subscription Service fee already paid.

5. Period of Subscription Service

1. The period of the Subscription Service shall be one (1) year from the 1st date of the month immediately following the month in which the relevant agreement is executed.  If a Customer does not take termination procedures by the deadline prescribed in Article 6 (Termination of Subscription Service) (or another deadline for termination procedures, if any, separately prescribed), the agreement shall be automatically renewed with the same terms and conditions for another one-year term from the 1st date of the month immediately following the month in which the deadline of termination falls, which shall also be applicable to the following years.
2. Unless otherwise agreed, Customers shall not be allowed to cancel the relevant agreement after it is executed or terminate the agreement during the period of the Subscription Service.

8. Use of Customer Details

1. The Company shall manage the Customer Details submitted by Customers with the care of a good manager and, without written approval of Customers, shall not use or reproduce, allow third parties to use, or disclose or divulge to third parties, any Customer Details for any purpose other than the purpose of the Service.
2. The Company may disclose or publish any Customer Details to third parties if it is required due to a request under laws or regulations (including a request with an investigation-related inquiry form) or legal procedures or is necessary to protect rights of the Company, other Customers or third parties, or if the Company otherwise finds it necessary.
3. Further to the foregoing, Customer Details shall be treated in accordance with the Privacy Policy.

9. Information input by Customers and Users

Information to be input by Customers and Users to use the Service and then stored (“Input Data”) shall be as follows; provided that Customers and Users shall not input any data other than the following Input Data:

1. User Account information: E-mail address, password, name, Workspace name, and language, time zone and other system settings of Users.
2. User profile information: Profile, title, location and Website of Users.
3. Skill information: Skill information of Users, skill of a User recommended by other Users, and skill recommended by other Users.
4. Contents: FAQ created, learning contents shared, and contents liked, by Users.
5. Chat records: Name of chat-partner Users, date, topic, “Time spent” and “Time saved” that are input by Users in chat records.
6. Other information: Information in user lists created by Users, search terms.

10. Handling of Input Data

• Input Data shall be managed by Customers themselves and the Company shall not acquire any right in Input Data, except to the extent permitted by Customers under these Terms.
• Without approval of Customers, the Company may, at its discretion, make a backup of Input Data for recovery in case of server failure or down.
• Upon termination of the agreement for the Service, the Company will delete Input Data after the elapse of the storage period to be separately determined by the Company.  After termination of the agreement for the Service, the Company shall not be liable for any damage which the Customer or any third party may suffer in relation to the storage, deletion, backup or other matters relating to Input Data.
• • The Company will not access any Input Data unless the Company finds that the access is intended for any of the following purposes:
  • 1. Safe operation of the Service System;
    2. Prevention of problems in the Service or the system for the Service; or
    3. Resolution of any problem concerning support for the Service if it is requested
• Without approval of Customers, the Company will not disclose or publish any Input Data; provided, however, that the Company may disclose or publish all or part of the Input Data without approval of Customers if it is required due to a request under laws or regulations (including a request with an investigation-related inquiry form) or legal procedures.

11. User Account

1. Customers and Users for which the Company has issued User Accounts shall, at their own responsibility, strictly manage such User Accounts and shall not publish, divulge or leak them to any third party other than Users.
2. If a User Account is obtained or threatened to be obtained by a third party other than Users, the Customer shall immediately notify thereof to the Company.  The Company shall endeavor to immediately close the relevant User Account on the business day on which the notification was received.
3. The Company shall not be liable for any direct, indirect and all other damage arising due to a third party other than Users learning details of the User Account.

12. Suspension of the Service

1. • The Company may suspend the provision of the Service in any of the following cases:
   • 1. If the suspension is unavoidable for system maintenance, or maintenance or construction of telecommunication facilities, or if an unavoidable failure occurs to such system or facilities;
     2. If it is difficult, or the Company finds it difficult, to provide normal service due to a significant load applied to, or failure occurred in, the Service;
     3. If the Company finds that Customers, third parties or others may suffer significant damage through the provision of the Service, such as data falsification and hacking;
     4. If it becomes difficult to provide the Service due to a suspension of telecommunication services by telecommunications carriers, or domestic or foreign telecommunications business entities, power supply services by electric power companies, or other public services;
     5. If an emergency occurs or is likely to occur due to an earthquake, tsunami, typhoon, lightning or other natural disaster, war, civil war, enactment, amendment or abolition of laws or regulations, or other force majeure; or
     6. If the Company otherwise finds that suspension or emergency stop of the provision of the Service is necessary.
2. In principle, the Company does not accept any emergency stop request from Customers and third parties.
3. The Company shall not be liable for damage, if any, suffered by Customers or any third party due to the Company suspending, or being unable to suspend, the Service.

13. Discontinuance of the Service

1. • In any of the following cases, the Company shall discontinue all or part of the Service and may terminate all or part of the agreement for the Service as of the date of the discontinuance:
   • 1. If the Company notifies Customers of the discontinuance in the manner adopted by the Company no later than three (3) months prior to the date of the discontinuance; or
     2. If the Company is unable to provide the Service due to a natural disaster or other force majeure.
2. In the case of discontinuance of all or part of the Service under the immediately preceding paragraph, the Company shall refund to Customers the portion of the service fee already paid to the Company that corresponds to the number of days on which the Service is not provided upon the discontinuance, which shall be calculated on a per diem basis.

14. Restrictions and prohibitions

1. • In using the Service or User Account, Customers shall not:
   • 1. reproduce, modify, distribute, transmit to the public, or make available for transmission any template program beyond the scope of their own use;
     2. modify, translate, change, alter or analyze any documents or programs relating to the Service;
     3. create and distribute derivative services without the permission of the Company;
     4. act in a manner that infringes any intellectual property or other rights of the Company, other Customers or third parties;
     5. act in a manner that damages any property, credibility, reputation, etc. of, or infringes privacy rights, portrait rights or any other rights of, the Company, other Customers or third parties;
     6. act in a manner that causes or may cause detriment or damage to the Company and third parties;
     7. violate public policy;
     8. violate laws or regulations or commit a crime, aid such acts, or act in a manner that may constitute any of the foregoing acts in this item;
     9. do phishing purporting to be from a site of the Company, other Customers or any third party;
     10. register or provide any information or data that contains harmful programs;
     11. send a large amount of information using the communication function included in the Service, spam emails or other messages to unspecified persons against their will, send emails to persons who have not agreed to it, or otherwise act in a similar manner;
     12. disclose unpublished vulnerability information relating to the Service without consent of the Company;
     13. act in a manner that obstructs or is threatened to obstruct the operation of the Service and all services provided by the Company;
     14. act in a manner that damages or may damage the credibility, reputation, etc. of the Service and all services provided by the Company; or
     15. act in any other manner that the Company deems inappropriate.
2. If the use of the Service or User Account by a User falls under any of the items of the preceding paragraph, the Company may suspend the provision of the Service or use of the User Account, or take other measures deemed necessary by the Company.
3. The Company shall not be liable for any direct, indirect and all other damage arising due to the Company taking the measures provided in the preceding paragraph.

15. Disclaimer

1. The Service shall be provided on an as-is basis, and the Company does not warrant that the Service is free from defects (including bugs and structural problems) or non-conformity, and also makes no warranty of any kind, including to fitness for a particular purpose, results of use of the Service, and non-infringement of rights of third parties.  Customers shall use the Service at their own responsibility, for which the Company disclaims all liability based on any ground whatsoever.  Further, any information or advice offered by the Company, whether express or implied, shall not be regarded as providing additional warranties or extending the scope of existing warranties.
2. Even if any data, use information, etc. concerning the Service should be lost in the process of using the Service, the Company shall not be liable for restoring such data, use information, etc.
3. Even if a Customer incurs damage or becomes unable to use the Service due to any third party’s system included in the Service, the Company shall not be liable for any resulting damage.
4. If conflicts arise out of the use of the Service between a Customer and a third party, the Customer shall resolve the conflicts at its own responsibility and shall not request arbitration, inquiry or any other action from the Company.  If the Company is held liable for compensating the third party or incurs any other damage (including legal expenses) in connection with the conflicts due to a reason attributable to the Customer, the Company may seek compensation for the relevant damage from the Customer.

16. Limitation of liability

1. Only if the Company causes damage to a Customer due to a willful misconduct or gross negligence of the Company in relation to the Service, the Company shall be liable only for the normal and direct damage incurred by the Customer due to the relevant reason (not including, without limitation, loss of profit, loss of opportunity and use, consequential damage, damage due to business interruption, indirect damage, special damage, personnel expenses, and incidental damage); provided, however, that the sum of the accumulated damages payable by the Company shall in no event exceed the annual use fees for one (1) year retroactively from the time of the occurrence of the relevant damage based on any ground whatsoever.
2. If a Customer causes damage to the Company or any third party through the use of the Service, the Customer shall, at its own expense and responsibility, compensate the damage and shall not seek any compensation from the Company.
3. This article shall be deemed to provide the entire liability for compensation assumed by the Company.

18. Termination

1. • If a Customer falls under any one of the following items, the Company may immediately terminate the agreement for the Service without notice to the Customer:
   • 1. If the Customer breaches any provision of these Terms and fails to cure the breach within a reasonable period even after the Company demands the Customer to cure the breach;
     2. If the Customer makes false statements or fails to enter necessary information in the subscription form;
     3. If the Customer hinders, or acts in a manner that may hinder, the Company’s business operations, Service System, etc.;
     4. If a petition is filed against the Customer for, or the Customer files a petition for, bankruptcy, corporate reorganization or civil rehabilitation procedures, or the Company otherwise finds that there arise credit concerns about the Customer; or
     5. If the Customer becomes subject to a petition for provisional attachment, preliminary injunction, public auction or other similar remedy, notice prescribed in Article 2 of the Act on Contract for Establishment of Security Interests by Use of Provisional Registration, suspension of transactions by a clearing house, or an action against default by a tax authority or an action against any other default, or if there arises any event that deserves such petition, action or notice.
2. Once the agreement for the Service is terminated, User Accounts shall be no longer available.  If the Company requests return or destruction thereof, Customers shall meet such request.  Any and all data, files and other information registered by Customers shall also be no longer available or accessible.

21. Governing law and jurisdiction

1. If Customer’s billing address is in the U.S, these Terms shall be governed by the laws of the State of California, and Customers and the Company agree that the courts in Santa Clara County, California, will be the court of first instance having exclusive jurisdiction over any dispute that may arise in relation to these Terms or the Service.
2. If Customer’s billing address is outside of the U.S., these Terms shall be governed by the laws of Japan, and Customers and the Company agree that the Tokyo District Court will be the court of first instance having exclusive jurisdiction over any dispute that may arise in relation to these Terms or the Service.

23. Miscellaneous

1. These Terms set forth the entire agreement of the parties concerning the use of the Service, and shall prevail over any and all agreements or other discussions between the parties prior to the execution of these Terms.
2. If any provision of these Terms is held invalid or unenforceable by a court or other tribunal, the relevant provision held invalid or unenforceable shall be, to the extent legally permissible, replaced by a valid and enforceable provision that is the closest to the original intention of the parties or that is thought to have been intended, if the issue were considered at the time of the execution of these Terms, in light of the intent and purpose of these Terms. If it is impossible to modify the invalid or unenforceable provision, the provision shall be deleted, and the remaining provisions of these Terms shall remain in full force unless the deletion causes a substantial deviation from the intent expressed in these Terms; in which case, Customers and the Company shall modify the invalid or unenforceable provision, or take other necessary measures, to the extent possible.
3. Headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.