Terms of Use for Support Desk for Kintone

These Terms of Use (these “Terms”) set forth the rights and obligations of ISAS Co., Ltd. and you in relation to your use of “Support Desk for Kintone” (“Service”).  Please read them carefully before starting your use of the Service.  These Terms govern your access and use of the Service.  In order to use the Service, you must agree to these Terms.  If you do not agree to these Terms, you may not use the Service.

Article1.        General Provisions

1.1  These Terms set forth conditions regarding the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between you and ISAS Co., Ltd., a corporation organized and existing under the laws of Thailand, having its head office at [191, Silom Complex Tower, 28th Zone B Fl., Silom Rd., Silom, Bangrak, Bangkok 10500].  You shall comply with these Terms upon the use of the Service.

1.2  The Individual Provisions (as defined in Article 3) are incorporated herein by reference and become a part of the Service Agreement.  If there is any conflict between these Terms and Individual Provisions, Individual Provisions prevail.

1.3  If an individual who belongs to a certain organization applies for and uses the Service on behalf of the organization (including legal entities), the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with us on behalf of the organization; in such case, the organization is a party to the Service Agreement and shall comply with these Terms (in this case, “you” and “your” in these Terms refers to the organization).

1.4  You hereby agree that we may require you to satisfy certain conditions designated by us for the use of whole or a part of the Service.

Article2.        Modification, Amendment, or Addition

2.1  We may, at our sole discretion, modify, amend, or add provisions to these Terms and Individual Provisions from time to time.

2.2  In the event of any modifications, amendments, or addition to these Terms, we will notify you of those modifications, amendments, or addition by posting on our website or the Service, or other means determined by us.

2.3  If, after we notify you of those modifications, amendments, or addition, you use the Service or do not terminate the Service Agreement within the term specified by us (if any), you are deemed to have agreed to those modifications, amendments, or addition of these Terms.

Article3.        Definition

In these Terms, the following words and terms have the following meanings, unless otherwise provided herein:

(a)  “Kintone” means cloud computing services provided by Cybozu, Inc. as specified here.

(b)  “Individual Provisions” means any provisions, application forms, contracts, and any other documents distributed or posted by us that are separately agreed between you and us;

(c)   “Intellectual Property Rights” mean patent rights, utility model rights, design rights, trademark rights, copyrights (including the rights of translation and adaptation and the rights of the original author in the exploitation of a derivative work), and any other intellectual property rights, domestic and international, including the rights to register these rights;

(d)   “Personal Data” means information that can directly or indirectly identify an alive individual.

(e)    “Ticket” means a digital voucher that is consumed in the Service. You can use our support for 2 hours per 1 Ticket with the consumption of it.

(f)     “Plug-in” means a Kintone plug-in provided by a plug-in vendor that is subject to the Service or us.

Article4.        Registration for Use

4.1  In order to use the Service, you need to apply for the Service in a manner designated by us.  Upon registration, you shall agree to comply with these Terms and Individual Provisions and provide all information required by us (“Registration Information”) and shall not provide us with false information.

4.2  If we approve your application for registration, we notify you of our approval in a manner determined by us. Provided, however, we may, at our sole discretion, determine whether we approve your application. Even though your application is unapproved, we are not required to disclose to you the reason thereof.

4.3  The Service Agreement between you and us becomes effective at the time of notice of our approval to you.

4.4  If there is any error or change in the Registration Information, you shall promptly notify us of the error or change, or correct or amend it by yourself, in a manner designated by us at your own responsibility.  You shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registration Information; we are not liable in any way for such loss or damage.

4.5  You shall provide us with materials relating to the Registration Information upon our request.

Article5.        Provision of the Service

5.1  As the purpose of the Service is to support your use of Kintone, the Service naturally utilizes Kintone.  Upon use of the Service, you need to keep your Kintone account and comply with the terms and conditions regarding the use of Kintone stipulated by the service provider.  In addition, unless agreed separately, you shall maintain an effective operating environment for the use of Kintone at its own responsibility and expense. We are not responsible for the operating environments maintained by you.

5.2  We provide you with the following support as the performance of the Service; the Service is principally provided in Thai and English language only. The Service in the Japanese language can be provided additionally with some restrictions:

(a)   Basic Technical and Ticket Support (defined in the Individual Provisions);

(b)   Individual Development & Training Support (defined in the Individual Provisions).

5.3  We may subcontract the whole or part of the Service to any third party without your prior written consent. In the case of the subcontract, we shall cause the subcontractor to comply with our obligation hereunder and shall be liable for any act, failure, or neglect of the subcontractor.

5.4  You shall designate [3] members as the people in charge of the Service and notify us of their names, positions, and contact information in writing without delay. All communication between you and us must be made through the people in charge. In addition, you shall provide us with one Kintone’s account with administrative authority in order to let us provide the Service effectively.

Article6.        Service Fee

6.1  Unless otherwise provided in these Terms, you shall pay to us fees for the Service (“Service Fee”), in accordance with the conditions such as payment method, due date, and other related conditions prescribed in the Individual Provisions.

6.2  We may, at its sole discretion, modify the amount of the Service Fee, payment method, and other related conditions from time to time; in the event of any modifications, we will, in advance, notify you of it or publish the modifications in a manner determined by us.

6.3  We are in no event required to refund any of the Service Fee paid by you.

6.4  If you fail to make any payment hereunder within the due date, you shall be responsible for overdue interest, to the fullest extent permitted by applicable law, on such overdue amount at the rate of [15%] per annum, on a basis of [365] days, for the period from the following day of the due date up to and including the date of actual payment in full, and further, shall compensate for all costs and damages incurred by us, including without limitation, collection costs and attorneys’ fees.

Article7.        Additional Support

7.1  You may request us to provide additional support (“Additional Support”) which is not included in both Basic Technical and Ticket Support and Individual Development Support. If you wish to request Additional Support, we will send you the quotation or other documents specifying the contents of support, fees and payment conditions, and other necessary information. When you give consent to the quotation or the documents, they are deemed as the Individual Provisions for the Additional Support.

7.2  The following items are considered as a part of Additional Support.

(a)   development requiring warranty

(b)   development and modification of the Kintone app that is already being used by you;

(c)   backup of data stored in your environment;

(d)   response to inquiries outside business hour;.

(e)   dealing with failures caused by software, hardware or networks other than Kintone;

(f)   dealing with failures caused by modification, repair, addition, unintended use, transfer, or consolidation of Kintone by you or a third party;

(g)   dealing with failures caused by other reasons attributable to you or a third party.

7.3  You shall pay the fee for the Additional Support with applicable taxes in accordance with the invoice issued from us within the payment period prescribed in it. In addition, Article 6.4 is applied to this payment mutatis mutandis.

Article8.        Prohibited Acts

In the course of using the Service, you shall not conduct any of the following acts:

(a)   acts to violate or be likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;

(b)   acts to be or be likely to be against public orders and morals;

(c)   acts to infringe or to be likely to infringe Intellectual Property Rights, privacy rights, or other rights or benefits of us, or any third party;

(d)   acts of using or causing any third party to use the Service outside the scope approved by these Terms;

(e)   acts of reverse engineering, decompiling, disassembling, modifying, or transforming the deliverables provided through the Service;

(f)   acts of placing an excessive burden on the network, servers, or system in connection with the Service;

(g)   acts of unauthorized or improper access to the system of the Service, improper rewriting or deletion of information accumulated in our facilities, or any other acts to damage or be likely damage to us;

(h)   acts to be contrary to the purposes of these Terms or the objectives of the Service;

(i)   acts to violate the agreements of the affiliate services in alliance with us;

(j)   acts to, directly or indirectly cause, initiate, or facilitate any of the foregoing acts;

(k)   any other acts that we deem to be inappropriate.

Article9.        Modification and Discontinuation of the Service

9.1  We reserve the right to modify, amend, or add whole or a part of the contents of the Service at any time, without any prior notice to you.

9.2  We may, without any prior notice to you, temporarily discontinue providing the Service, in whole or in part, if any of the following events occur:

(a)   regular or urgent maintenance or repair of the hardware, software, communication equipment, or other related equipment or systems regarding the Service that is deemed necessary by us;

(b)   system overload due to excessive access or other unexpected factors;

(c)   system security or other issues that needs to be dealt with;

(d)   telecommunications carriers do not provide their services;

(e)   it becomes difficult to provide the Service due to Force Majeure as defined in Article17;

(f)   we are required to discontinue to provide the Service by laws or regulations, judgments, decisions, or orders of the court, or mandatory administrative measures;

(g)   any other events similar to any of the preceding items.

9.3  We reserve the right to cease to provide the Service at its sole discretion. In the event we discontinue the whole of the Service, we will notify you of it [3] months in advance in a manner deemed appropriate by us, except for emergency cases.

9.4  We are under no circumstances liable for any damages incurred by you arising out of any modification, amendment, or addition of the contents of the Service, or the discontinuation of the Service pursuant to this Article.

Article10.     User’s Information

We will treat any Personal Data and other information which is provided by you or we collect upon your use of the Service in accordance with the provisions of the “Personal Information Protection Policy” separately established by us; you hereby agree to such treatment of the Personal Data and other information.

Article11.     Confidentiality

11.1  You shall maintain in confidence and safeguard all information which is disclosed by us and designated as confidential or secret by us and which is obtained by you in connection with the Service and designated as confidential or secret by us (collectively, “Confidential Information”).

11.2  You shall utilize the Confidential Information solely for the purpose of using the Service and performing your obligation hereunder.  You shall not disclose it to any third party without our prior written consent.

Article12.     Suspension and Termination

12.1  We may, without any prior notice to you, (i) temporarily suspend or limit your use of the Service or (ii) delete the information, in whole or in part, provided by you on the Service (collectively, “Suspension of Use”), if you fall or are considered by us to fall under any of the followings:

(a)   you fail to comply with any of the provisions of these Terms;

(b)   any of the Registration Information provided to us, in whole or in part, is found to be false;

(c)   you become unable to make payments for your obligations or insolvent, or you are suspended the payment;

(d)   you file a petition or have a petition filed against you by any person or entity, for bankruptcy, civil rehabilitation, sale by public auction, or similar procedure, or for corporate rehabilitation, special liquidation, or similar procedure (if organization);

(e)   significant deterioration in creditworthiness, or significant changes in business operations affecting creditworthiness occurs (if organization);

(f)   a resolution for dissolution, a merger, partition of business, or other fundamental change of the business structure has been made (if organization);

(g)   you do not respond to inquiries from us or other communications requiring your response for [30] days or more;

(h)   you are or have been subject to the Suspension of Use;

(i)    we determine that you are or are likely to be a criminal, a crime organization or a member thereof, or engaged in any exchange or involvement with, providing benefits to, or otherwise cooperating or involved in the maintenance, operation, or management of a crime organization;

(j)    we determine that there is a circumstance similar to any of the preceding items.

12.2  If you fall under or we determine that you are likely to fall under any of the items prescribed in the preceding paragraph, we may, without any prior notice to you, terminate the Service Agreement.  In such case, all unpaid amounts owed to us by you become immediately due and payable; you shall immediately pay to us such amounts in full.

12.3  You will not be relieved of any and all obligations and liabilities accrued under these Terms even after the Suspension of Use or termination of the Service Agreement.

12.4  Under no circumstances are we liable or responsible for any losses or damages incurred by you arising out of the Suspension of Use or termination of the Service Agreement pursuant to Article 12.1 and Article 12.2.

Article13.     Ownership of Rights

13.1  We acknowledge that all rights and titles, including Intellectual Property Rights, in relation to information or data that you provide us upon the use of the Service belong to you (or your licensor) (“User’s Property”); provided, however, you hereby agree that you grant us the right to utilize the User’s Property in any way, including, without limitation, reproduction, public transmission, rent, modification, translation, adaptation, sublicense, and exploitation of a derivative work, for the purpose of providing the Service, unless otherwise provided herein.

13.2  You hereby agree not to claim, assert, or exercise against us any Intellectual Property Rights and other rights, including authors’ moral rights, with regard to our utilization of such User’s Property prescribed in Article 13.1.

Article14.     Disclaimer of Warranty

14.1  We disclaim any warranty, express, implied, or statutory, with respect to the service, including, without limitation, any warranty of fitness for a particular purpose, benefit that you might expect, functionality, merchantability, usefulness, compatibility, completeness, integrity, accuracy, continuity, reliability, or utility, availability, accessibility, legality, or the absence of security flaws, non- errors, non-bugs, non-virus, or other defects, and no infringement of third parties’ rights in the contents and other information provided through the services, unless otherwise expressly provided by us.

14.2  We are not liable to you and/or any third party for any loss of information or data provided by you arising out of or in relation to the specifications of Kintone to the extent permissible by applicable laws, except for those arising from our intentional or gross negligence.

14.3  If a dispute arises with any third party in connection with the use of Kintone, you shall promptly notify us of details of the dispute and resolve such dispute at your own cost and responsibility.

14.4  We are not required to back up information or data provided by you; you shall back up all the information or data at your own responsibility.

Article15.     Indemnification

15.1  Unless otherwise provided herein, each Party shall defend, indemnify and hold the other Party harmless from and against any and all actions, liabilities, obligations, damages, and losses, including, without limitation, settlement costs, attorneys’ fees, litigation costs, and other reasonable expenses, arising out of (i) the indemnifying Party’s breach or default of any provision hereof, and/or (ii) the indemnifying Party’s intentional or negligent act

15.2  In case either Party receives from a third party any complaint or claim for compensation or any other demand in connection with the Service, such Party shall settle and resolve the dispute at its own cost and responsibility, unless those arise out of (i) the other Party’s breach or default of any provision hereof and/or (ii) the other Party’s intentional or negligent act.

Article16.     Limitation of Liability

16.1  Notwithstanding anything contained herein, the total liability of us on any claim, whether in contract, tort, or otherwise, arising out of this Agreement in no event exceeds the total amount of the Service Fee actually paid by you to us hereunder during the most recent [12] months period preceding the event giving rise to damages relating such claim whichever is smaller, unless those arise out of our intentional or gross negligence.

16.2  Notwithstanding anything contained herein, we are in no event liable for incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of revenue and punitive damages, even if we are notified of the possibility of such damages.

Article17.     Force Majeure

We are not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure (“Force Majeure”), including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof not due to our fault, or any shortage or curtailment of labor, material, transportation, or utility not due to our fault, or any labor trouble at the place of our business or our suppliers, or any other cause beyond our control.

Article18.     Term

18.1  Unless otherwise agreed separately, the Service Agreement between you and us becomes effective at the time we issue the notice of our approval to you and is valid for [1] year commencing from the Effective Date and will be automatically extended for additional terms of [1] year each, unless either Party notifies the other Party of its unwillingness to extend the term of this Agreement in writing at least [30] days prior to the expiry of this Agreement; the same will apply thereafter.

18.2  If there are Individual Provisions effective after the expiration date, the Service Agreement would also be extended until the expiration date of such Individual Provisions.

18.3  Unless otherwise expressly provided in these Terms, you may terminate the Service Agreement at any time by giving written notice to us at least [30] days prior to the effective date of termination

18.4  Upon the termination of the Service Agreement pursuant to the provisions of the preceding paragraph, you shall forfeit all of the rights in relation to use of the Service; provided, however, you are not relieved of any and all obligations and liabilities under these Terms even after the termination.

18.5  You agree that we are not required to retain any information or data provided by you upon the use of the Service after the termination of the Service Agreement.

Article19.     Survival

Article[11], Article[13], Article[14], Article[16], Article[20], Article[21], Article[26] and any other provisions that, by their nature or terms, are intended to survive will survive the expiration or termination of the Service Agreement for any reason.

Article20.     Notice

20.1  Unless otherwise provided herein, we may give to you a notice or any other communications from us concerning the Service by posting on the Service, the website operated by us, email, or in other manner determined by us.

20.2  Unless otherwise provided herein, you shall give to us a notice, inquiry, and other communications relating to the Service in other manner designated by us.

20.3  Contents, business hours, or other details of our supports relating to the Service are separately determined by us.

Article21.     No Assignment

21.1  In no event may you sell, assign, or otherwise, by merger or by corporate divide, mortgage, pledge, or otherwise encumber, or deal with, this Service Agreement or any right or obligation hereunder, in whole or in part, to any third party without our prior written consent.  Any attempt to do so in contravention of this Article is void and of no force and effect.

21.2  You hereby agree that if we assign or transfer our business in relation to the Service to a third party (“Business Assignment”), we may transfer any and all of our titles, rights, and obligations hereunder and all information obtained by us in relation to the Service to the third party. For the avoidance of doubt, the Business Assignment includes the comprehensive succession due to the merger, company split, or other rehabilitation in which we become a disappearing company or a splitting company.

Article22.     Waiver

Our failure at any time to require your performance of any responsibility or obligation hereunder in no way affects the full right to require such performance at any time hereafter.  Nor do our waiver of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision hereof or constitute a waiver of the responsibility or obligation itself.

Article23.     Severability

If any provision of these Terms is deemed illegal, invalid or unenforceable in any jurisdiction, such provision is deemed null and void, but these Terms remain in force in all other respects.

Article24.     Headings for Reference Only

All headings used in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of these Terms or any clause or provision hereof.

Article25.     Controlling Language

These Terms are drawn up in the English language.  These Terms might be translated into any language other than English; provided, however, the English text prevails in any event.

Article26.     Governing Law and Jurisdiction

26.1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

26.2 You and we hereby consent to and confer exclusive jurisdiction upon the court located in Bangkok over all action or proceedings arising out of or relating to the Service Agreement.

Updated on [February 6, 2023]