Terms & Conditions
Thank you for using ZooKeep services (the “Services”) provided by ZooKeep K.K. (“ZooKeep”, “us”, “our”, “we”) to your company (“Your Company”, “you”, “your”, “yourself”), each individually referred to as a “Party” or together as “Parties” to these Terms & Conditions (these “Terms”).
These Terms constitute a binding agreement between the Parties and define the terms and conditions under which we will deliver and support the Services, which aim to help you manage your recruitment process. By using the Services, you agree to be bound by the terms and conditions of these Terms.
By clicking the “I Accept” button or checkbox presented with these Terms and accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), meaning that you acknowledge that you have read these Terms, understand them and agree to be bound by them.
“Confidential Information” means any non-public or proprietary information or material relating to a Party, whether orally, in writing disclosed to the receiving Party, in electronic, tape, disk, or any other physical or visual form, by or on behalf of the disclosing Party, that is marked or designated as confidential or would reasonably be considered as confidential, including without limitation, all know-how, trade secrets, scientific, technical, statistical, strategic, financial or commercial information.
“Order” means Your Company’s subscription to the Services, or any additional purchase of related products or services provided by us.
“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, biometric, genetic, or health insurance data; (iii) financial account number, credit report information, or credit, debit or other payment card data; (iv) other information subject to regulation or protection under specific laws (or related rules or regulations) of the User’s jurisdiction; (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
“Statement of Work” means an agreement specifying the details for the performance of the Services and signed by both Parties.
“Term” means the period beginning on the Effective Date (as defined below) and, unless terminated earlier in accordance with terms hereof, continuing for the number of months or years set forth in your Order form or Statement of Work.
“Users” means Your Company’s employees, contractors, consultants and representatives who are authorized by Your Company to utilize the Services and who are provided with access to the Services by virtue of login information. You understand that Users shall not be competitors of ZooKeep, or provide services that compete with the Services, and that any such competing entity is not authorized to access an Account or receive any User benefits under these Terms.
“Your Data” means any data, content, code, video, images or other materials of any type that you (including any of your Users) submit to the Services. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through the Services.
2. Effectiveness of these Terms
The Terms shall be deemed established and take legal effect as between Your Company and ZooKeep when you register an Account by entering your registration information and then log in for the first time (the “Effective Date”).
3. Use of the Services
You agree to use the Services in accordance with, and only for purposes that are permitted by, (a) these Terms and (b) applicable laws, regulations or generally accepted practices or guidelines in the jurisdictions in which the Services are used (including any laws regarding the export of data or software to and from Japan or other relevant countries).
By accessing or using the Services, you agree that you may not:
- modify or copy the Services, or creative derivative works of the Services, in whole or in part;
- use the Services for any commercial purpose, including leasing, lending, selling, licensing or distributing the Services, or for any public display (commercial or noncommercial);
- use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person;
- attempt to decompile or reverse engineer the Services;
- engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);
- remove any copyright or other proprietary notices from the information associated with the Services;
- transfer such information to another person or “mirror” the information on any other server; or
- provide access to the Services or your Account to any person who is a competitor of ZooKeep or provides services that compete with the Services.
4. Provision of the Services
4.1 Account Creation
In order to use the Services, you must register for an account (“Account”) and provide certain information about yourself, Your Company or your authorized Users. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information and promptly register any changes. ZooKeep may suspend or terminate your Account for any reason in accordance with these Terms.
4.2 Account Responsibilities
You are responsible for maintaining the confidentiality of your login information and access, and are fully responsible for all activities that occur under your Account, regardless of the identity of the actual Users and whether or not they belong to your organization. You agree to immediately notify ZooKeep of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. ZooKeep cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4.3 Access and License
Subject to your compliance with these Terms, we shall provide Your Company access to the Services via a subscription specified in an Order signed by the Parties for the Term. We grant you a worldwide, non-exclusive, non-transferable right to access the Services during the Term to do the following solely for the internal purposes of managing your recruitment activities: (i) access the features and functions of the Services that you subscribed for in your Order; and (ii) view, download, reproduce, and print any data made available to you through the Services. We reserve all rights not expressly granted to you by these Terms. Except for any such expressly granted rights, nothing in these Terms grants you or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title, or interest in or to the Services or any intellectual property we provide in connection therewith.
Through the Services, you may be able to specify certain Users as “Administrators”, who will have important rights and controls over your use of the Services and User Accounts. This may include making Orders; creating, de-provisioning, monitoring or modifying User Accounts; setting User usage permissions; and managing access to Your Data by Users or others. Without limiting the “Responsibility for Users” section of these Terms below, which fully applies to Administrators, you are solely responsible for who you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Services for you.
4.5 Responsibility for Users
Our Services have various user onboarding flows. You are responsible for understanding the settings and controls for each Service you use and for controlling who you allow to become a User. If payment is required for Users to use or access a Service, then we are only required to provide the Service to those Users for whom you have paid the applicable fees, and only such Users are permitted to access and use the Service. You are responsible for compliance with these Terms by all Users, including for any payment obligations. Please note that you are responsible for the activities of all your Users, including Orders they may place and how Users use Your Data, even if those Users are not from your organization or domain. We may display our user notice to Users at sign up, first sign in, account creation, or in-product.
If you, Your Company or any User furnishes any communications or materials to us by email, mail, through the platform on which the Services are provided, or otherwise, regarding your feedback on the Services and any suggestions or recommendations in relation to the Services (the “Feedback”), we, in our sole discretion, may utilize the Feedback provided we do not reference Your Company. You hereby grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into our products and services. We may use, without any attribution or compensation, any ideas, know-how, concepts, techniques or other intellectual property rights contained in the Feedback, for any purpose whatsoever (but we are not required to do so).
5. Security and data privacy
We follow security standards and implement security procedures designed to help protect Your Data from security attacks.
5.3. Improving Services
Nothing in these Terms prevents us from disclosing Your Data, including any Confidential Information you provide, to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. We strive to balance your privacy rights with other legal requirements.
6. Your Data
6.1. Using Your Data to provide Services to You
You retain all right, title and interest in and to Your Data in the form submitted to the Services. Subject to these Terms, you grant us a worldwide, royalty-free, non-exclusive license to access, use, process, copy, distribute, perform, export, and display Your Data and otherwise use Your Data as may be necessary for us to provide the Services. We may also access Your Company’s Account, User Accounts, and your Services with User permission in order to respond to your support requests.
6.2. Your Data Compliance Obligations
You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit Your Data to the Services and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate any third-party intellectual property, privacy, publicity or other rights. Other than our express obligations under Section 5 of these Terms, “Security and data privacy”, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Services.
6.3. No Sensitive Data
You will not submit to the Services (or use the Services to collect) any Sensitive Data. You also acknowledge that we are not acting as your business associate or subcontractor. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Data.
7. Data Removal / Suspension of the Services
7.1. Removal and Suspension for Cause
We have no obligation to monitor any content uploaded to the Services. Nonetheless, if we deem such action necessary based on your violation of these Terms, in response to takedown requests that we receive in relation to copyright or trademark violations, or our determination that your use of the Services disrupts or poses a security threat to the Services or any of our customers or vendors, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Services or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Services as described in this Section. We may also suspend your access to the Services if you are in breach of any payment obligations to us. You will remain responsible for all fees and charges you incur during any period of suspension, and will not be entitled to any service credits for such period.
7.2. Service Suspension for Maintenance / Interruption
ZooKeep may suspend the provision of the Services if any of the following conditions is applicable or in the opinion of ZooKeep such conditions may apply, in which case we will not be liable for damages suffered by the Your Company as a result of such suspension.
- When it is necessary to maintain, inspect, repair, or update data on ZooKeep servers, software, or other telecommunications equipment;
- When there are unavoidable circumstances such as a breakdown of facilities;
- When a natural disaster or other emergency has occurred or is likely to occur and it is necessary to give priority to emergency communications for the public interest in accordance with the provisions of Article 8 of the Telecommunications Business Act;
- When a telecommunications carrier, etc. interrupts its telecommunications services; or
- When ZooKeep finds that the act of the utilizing enterprise interferes with the telecommunications facilities of ZooKeep or is likely to do so, and as a result, interferes with the performance of ZooKeep’s business.
If ZooKeep suspends the Services, you shall be notified of such suspension, along with the reason and duration thereof. This does not apply to periodic maintenance, temporary server downtime, or other emergency situations.
To the maximum extent permitted by law, the Services are provided on an “as-is” and “as available” basis, and ZooKeep (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Services will meet your requirements, will be compatible with any software or system, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, or complete.
9. Limitations of Liability
To the maximum extent permitted by law, in no event shall ZooKeep be liable for any consequential, incidental, indirect, special or punitive damages (including, without limitation, lost profits, damages for loss of data or profit or due to business interruption) arising from or relating to these Terms or your use of the Services.
10. Intellectual Property Rights
ZooKeep owns all right, title and interest, including all intellectual property rights, in and to the Services and any and all intellectual property provided to you or any User in connection therewith.
Each Party agrees to: (a) use the Confidential Information of the other Party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access to exercise its rights and perform its obligations hereunder and who have been advised of and have agreed in writing or are otherwise bound to treat such information as confidential.
The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party
11.3. Permitted Disclosures
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will, if legally permissible, first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under these Terms, including to make such court filings as it may be required to do.
12. Term and Termination
Subject to this Section, these Terms will remain in full force and effect for the duration of the Term. We may suspend your rights to use the Services (including your Account) or terminate these Terms if you or any User breaches these Terms, and such breach (a) is incapable or cure, or (b) if capable of cure, remains uncured for 30 days after we notify you of such breach.
Upon expiration or termination of these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of Your Data from our live databases. ZooKeep will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of Your Data. No expiration or termination will entitle you to any refund.
13. Terms Modification
ZooKeep may revise these Terms at any time upon notice to you, in which case we will ask you to agree to such amendment in order to continue using the Services.
14. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Japan and any dispute, claim, or controversy relating to the Services or these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision hereof.
You may not assign any of your rights or delegate any of your obligations hereunder to anyone other than your Users without our prior consent.
If you have questions or concerns regarding these Terms, please contact us at: [email protected].
Zookeep, April 18, 2022