Terms & Conditions
TERMS AND CONDITIONS By clicking "I Accept" or using our services, you agree to be bound by these Terms and Conditions. 1. DEFINITIONS "Company" refers to ZooKeep K.K. with a place of business at 5-2-32 Minami-Azabu, Minato-ku Tokyo, its affiliates, officers, and employees. "Customer" refers to you, the individual or entity subscribing to our Services. "Services" refers to the software platform and related services provided by Company. "Customer Data" refers to any data provided by Customer to Company in connection with the Services. "Fees" refers to the subscription fees and any other charges associated with your use of the Services. 2. SAAS SERVICES AND SUPPORT 2.1 Subject to these Terms, Company will use commercially reasonable efforts to provide Customer the Services in accordance with our Service Level Terms. 2.2 As part of the registration process, Customer will identify an administrative user name and password for Customer's account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 2.3 Company will provide Customer with reasonable technical support in accordance with our Support Policy. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for the benefit of a third party; or remove any proprietary notices or labels. 3.2 Customer represents and warrants that Customer will use the Services only in compliance with Company's standard published policies and all applicable laws and regulations. 3.3 Customer shall indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses in connection with any claim that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. 3.4 Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, software, and internet connectivity. 3.5 Customer is responsible for maintaining the security of Customer account, passwords, and files, and for all uses of Customer account with or without Customer's knowledge or consent. 4. CONFIDENTIALITY AND PROPRIETARY RIGHTS 4.1 Each party agrees to protect the other party's Proprietary Information with the same care used for its own proprietary information and will not disclose or use such information except as necessary to perform its obligations under these Terms. 4.2 Customer shall own all right, title and interest in and to the Customer Data. 4.3 Company shall own and retain all right, title and interest in and to the Services, all improvements, enhancements or modifications thereto, any technology developed in connection with the Services, and all intellectual property rights related to any of the foregoing. 4.4 Company may collect and analyze data and information related to the provision, use and performance of the Services and may use such data to improve and enhance the Services and for other development, diagnostic and corrective purposes. Company may disclose such data solely in aggregate or de-identified form. 5. PAYMENT OF FEES 5.1 Customer will pay Company the applicable subscription fees for the Services as specified during the registration process. 5.2 All payments are due in advance and are non-refundable except as expressly provided in these Terms. 5.3 Company reserves the right to change the Fees or applicable charges and to institute new charges upon renewal of the subscription, with thirty (30) days prior notice to Customer. 5.4 Unpaid amounts are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. 5.5 Customer shall be responsible for all taxes associated with Services other than taxes based on Company's net income. 6. TERM AND TERMINATION 6.1 The initial subscription term will be as specified during the registration process and shall automatically renew for additional periods of the same duration, unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 6.2 Either party may terminate these Terms upon thirty (30) days' notice if the other party materially breaches any term or condition. Company may terminate immediately in case of Customer's non-payment. 6.3 Upon termination, Customer will pay in full for the Services up to and including the last day on which the Services are provided. 6.4 All sections of these Terms which by their nature should survive termination will survive, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 7. WARRANTY AND DISCLAIMER 7.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and to perform any implementation services in a professional manner. 7.2 Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance. Company shall use reasonable efforts to provide advance notice of scheduled service disruptions. 7.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 8. INDEMNITY 8.1 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any Japan patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. 8.2 This indemnity shall not apply to infringement claims arising from: (a) modifications to the Service not made by Company; (b) components made in whole or in part in accordance with Customer specifications; (c) modifications made after delivery by Company; (d) combinations with other products, processes or materials where the alleged infringement relates to such combination; (e) Customer's continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) Customer's use of the Service not in accordance with these Terms. 8.3 If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate these Terms and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. 9. LIMITATION OF LIABILITY 9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY, COMPANY AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (a) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (b) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (c) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (d) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 10. MARKETING RIGHTS 10.1 Customer agrees to work together with Company in good faith to issue at least one mutually agreed upon press release within 90 days of subscribing to the Services. 10.2 Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. 10.3 Company may use Customer's name and logo on Company's website and in marketing materials to identify Customer as a user of the Services, subject to Customer's standard trademark usage guidelines as provided to Company. 11. MISCELLANEOUS 11.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. 11.2 These Terms are not assignable or transferable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations without consent. 11.3 These Terms constitute the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements relating to the subject matter. 11.4 All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail. 11.5 These Terms shall be governed by the laws of Japan without regard to its conflict of laws provisions. 12. SERVICE LEVEL TERMS 12.1 The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance, holidays and weekends. 12.2 For each period of downtime lasting longer than six hours, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime, with no more than one such credit accruing per day. 12.3 Downtime credit must be requested in writing within 24 hours from the time of downtime. 12.4 Credits may not be redeemed for cash and shall not exceed a total of credits for one (1) week of Service Fees in any one (1) calendar month. 13. SUPPORT TERMS 13.1 Company will provide Technical Support to Customer via electronic mail on weekdays during published Support Hours, with the exclusion of holidays. 13.2 Customer may initiate a support ticket during Support Hours by emailing the designated support address or submitting a support request within the application. 13.3 Company will use commercially reasonable efforts to respond to all support tickets within one (1) business day. By clicking "I Accept" or using the Services, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them. Last Updated: 2025/03/28
