1. These Terms contain an agreement (hereinafter referred to as Agreement”) between Hmcomm Inc. (hereinafter referred to as “Company”) and its customer (hereinafter referred to as “Customer”) concerning the use of ZMEETING (hereinafter referred to as “Service”; and the ASP system providing ZMEETING is hereinafter referred to as “System”).
2. According to the Agreement, the Company will provide the Customer with the Service and the Customer will receive such Service for the purpose of using the same for business in its own operations.
3. The basic specifications of the Service are as described in the website introducing ZMEETING (https://www.zplatform.ai/); provided that, the Company may upgrade the System at its own discretion to enhance the speed of operation and usability and to fix any bugs as needed, and the basic specifications may be modified accordingly.
4. When providing the Service, the Company may subcontract a part of its business operations at its discretion and at its responsibility.
1. The Company shall make the Service available to the Customer by the Start Date of Use specified in the application form. The Customer shall provide such cooperation as necessary for the start of use, such as providing connection to the environment used by the Customer.
2. Notwithstanding the provision of the preceding paragraph, the Company may request the Customer to change the Start Date of Use without being held responsible for any delay in case of any of the following:
(1) Any delay in such cooperation by the Customer necessary for the start of use hinders the progress of our operations for the provision of the Service; or
(2) A natural disaster or any other force majeure renders it difficult for the Company to make the Service available for the Customer by the Start Date of Use.
3. If there is a possibility that the Service may not be available on the Start Date of Use, the Company shall promptly notify the Customer in advance of the reason for such delay.
Copyrights and other intellectual property rights relating to the System and its reproductions and modifications shall be licensed by the Company to the Customer only for use of this System according to the Agreement, and the Customer must not use such intellectual property rights other than using them for the Service.
The Company shall notify the Customer of the admin ID and password (hereinafter collectively referred to as “Admin ID/PW”) granting access authority to the admin site for the Service at least five (5) business days prior to the Start Date of Use.
1. The Customer may use the Service for business in its own operations as from the Start Date of Use.
2. The Customer must not use the Service for any purpose other than as provided for in the preceding paragraph, and shall not allow any of its business partners and other third parties to use the Service except as provided for in Paragraph 2 of Article 6.
1. The Customer may use the Admin ID/PW to issue user IDs and passwords (hereinafter collectively referred to as “User IDs/PWs” only to its directors and employees (hereinafter referred to as “the Customer’s Members”) to allow them to use the Service. The Customer shall not allow any person other than the Customer’s Members to use the Service.
2. Notwithstanding the preceding paragraph, if the Customer desires to allow its outsourcee to use the Service for the Customer’s business operations, the Customer may submit a form designated by the Company (including any electronic file; the same applies hereinafter in this Article) to obtain a prior written approval of the Company, and issue User IDs/PWs to the directors and employees of such outsourcee (hereinafter referred to as “Approved Outsourcee’s Members”) to allow them to use the Service.
3. The Customer shall allow such outsourcee as provided for in the preceding paragraph to use the Service only for performing such operations of the Customer as specified under the relevant outsourcee, and shall not allow them to use the Service for any other purposes.
4. The number of users who can log into the Service shall equal the number of user IDs issued by the Customer using the Service’s function up to the number of user licenses specified in the application form.
5. When the Customer desires to increase the number of user licenses, the Customer shall apply for additional user licenses at least one (1) month prior to the effective date of such additional licenses, and the number of user licenses shall be increased accordingly as from the effective date of such additional licenses.
The Service provision area shall be limited to inside Japan. Although use from abroad is not prohibited, the Company shall not be obliged to respond to inquiries from abroad and inquiries regarding use outside Japan, which shall be outside of the scope of our support service. The Company shall not be liable for any trouble arising when the Service is used from abroad.
1. When using the Service, the Customer shall comply with the “Compliance Rules for Use of ZMEETING” provided for in Addendum 1 (hereinafter referred to as “Compliance Rules”) and shall cause the Customer’s Members and the Approved Outsourcee’s Members to whom the Customer granted User IDs/PWs (hereinafter collectively referred as the Users”) to comply with the same.
2. The Customer shall bear full responsibility for the use of the Service by the Users. The Customer shall be liable for any damages incurred by the Company due to any breach of the Agreement or the Compliance Rules by the Customer or any User.
3. If the Customer becomes aware that any act in violation of the Compliance Rules has been committed or judges that any such act in violation may be committed, the Customer shall immediately notify the Company thereof.
1. The Customer shall not disclose or lend the Admin ID/PW to or share the same with a third party, and shall manage the same strictly (including changing the password as appropriate) to prevent leakage to a third party. The Company shall not be liable whatsoever for any damage incurred by the Customer, its customer, or any other person due to improper management, incorrect use, or use, etc., by a third person of the Admin IP/PW. Any use or other act performed using the Admin ID/PW granted to the Customer shall be deemed to be use by the Customer.
2. If a third party has used the admin site using the Admin ID/PW, the Customer shall be liable to pay the usage charges for such use. Further, in addition to such usage charges resulting from such use, if any damage is incurred by the Company due to such act (such as cost of failure recovery, etc., due to unauthorized use), the Customer shall compensate for such damage, unless the Admin ID/PW was used by a third party as a result of an intentional act or negligence of the Company.
3. The Customer shall oblige the Users (a) not to disclose or lend their User IDs/PWs to or share the same with a third party and (b) to manage the same strictly to prevent any leakage of User IDs/PWs, and cause them to comply with such obligations. The Company shall not be liable whatsoever for any damage incurred by the Customer, its customer, or any other person due to improper management, incorrect use, or use, etc., by a third person of any User IP/PW.
4. If a third party has used the System using a User ID/PW, such act shall be deemed to be the Customer’s act, and the Customer shall be liable to pay the usage charges for such use. Further, in addition to such usage charges resulting from such use, if any damage is incurred by the Company due to such act (such as cost of failure recovery, etc., due to unauthorized use), the Customer shall compensate for such damage, unless the User ID/PW was used by a third party as a result of an intentional act or negligence of the Company.
1. During the term of this Agreement, the Customer shall pay to the Company such usage charges as specified in the application form (or if such usage charges are changed due to any addition of licenses or change in the plan, such usage charges after the change) as the consideration for the use of the Service by the payment due date specified in the application form. Such usage charges shall include the consideration for maintenance support provided for in Article 11 in addition to the consideration for the use of the Service.
2. If the Customer fails to pay such usage charges as provided for in the preceding paragraph or any other obligation to the Company arising out of the Agreement even after the payment due date has elapsed, and further fails to make payment after a demand is made by the Company by way of a written notice (including by e-mail; the same applies hereinafter in this Article) of at least one (1) week, the Company may suspend the start of the Service or suspend the provision of the Service and maintenance service.
3. The Company shall not be liable whatsoever for any damage incurred by the Customer or any other person in relation to any such suspension of the start of the Service or suspension of the provision of the Service or maintenance service made according to the preceding paragraph.
4. If the Customer fails to pay any obligation to the Company even after the payment due date has elapsed, the Customer shall pay to the Company an amount calculated at 7.3% per annum as overdue interest for the period from the date following such payment due date until the date on which such payment is fully made.
1. The Company will provide maintenance support service by answering questions from the Users and providing them with solutions within the scope of the “User Support” described in [Addendum 2].
2. When the Customer desires to receive any special maintenance support (any support beyond the hours specified in [Addendum 2] or on-site support, etc.) from the Company, terms and conditions therefor shall be separately stipulated by consultation between the Customer and the Company.
1. Any notice given to the Customer by the Company in relation to the Service will be delivered by e-mail, in writing, or by posting the contents of such notice on the admin site or the website of the Company providing the Service.
2. When any notice by the Company to the Customer is delivered by transmitting an e-mail or posting it on the admin site or the website of the Company providing the Service according to the provision of the preceding paragraph, such notice to the Customer shall take effect as of the time at which transmission of the e-mail or posting on such website takes place, respectively.
1. The Company may use such information as described below stored in the server computer for the Service (hereinafter collectively referred to as “Log Data, etc.”) only for the purposes of management and notification relating to the use of the Service, provision and improvement of the Service, identification and improvement of any commercial issues in the Service, identification of the cause of any failure in the Service and its recovery, and accurate understanding of needs of the Service users.
(1) Input information and log data representing the operation history when using the Service including any operation on the admin site, such as the IP address, type of browser, information input on the admin site, log data representing the operation history of the admin site, language settings of the browser, system configuration information and meta data, etc.
(2) Cookies transmitted to the user(s) of the admin site of the Service and the Users.
2. Information such as any voice data received by the System through the use of the Service and text data output by the System in relation thereto (hereinafter collectively referred to as “Data”) will be automatically recorded on the server via internet connection by the software function without being recognized by the Company, and the Company shall neither assume any obligation to store and manage the recorded Data, nor bear any responsibility for any deletion, alteration, destruction, damage, loss of or failure to store data, nor be responsible for validity, lawfulness, non-violation of public order and morality, reliability, quality, correctness, appropriateness, copyright of the Data. Any dispute arising between the Customer and its user or any third party in relation to the above shall be resolved at the Customer’s own responsibility and expense.
3. The System has the function to extract voice-related components such as phonemes, sounds, word sounds, etc., from voice data and learn them automatically to increase the accuracy of recognition, and the Company may use the voice-related component data extracted from the Data recorded in the server for the Service only for the purpose of enhancing the performance of the System and service of the Company. The Company will neither use any Data nor provide the same to a third party except for the abovementioned purposes.
1. The Service functions in combination with such web conference service provided by a third party as described in the basic specifications (hereinafter referred to as “Third-Party Service”), and only those who are licensed to use the Third-Party Service may use the Service. If the Customer becomes unable to use the Service due to loss of its eligibility to use the Third-Party Service, the Company will not bear any liability whatsoever including refund or otherwise.
2. As for use by the Customer of the Third-Party Service, the agreement and terms and conditions agreed between the Customer and the Third-Party Service provider shall apply. The Company shall not be responsible whatsoever with respect to the Third-Party Service for any dispute, claim, liability, etc., arising with such provider or any other person regardless of whether there was any intentional act or negligence on the side of the Customer.
1. Neither the Company nor the Customer shall disclose or divulge any technical, business or other operational information provided by the other party in relation to the Agreement, which is specifically designated as confidential by the other party in advance in writing, identifying the scope of such confidential information, and clearly marked as confidential information (hereinafter referred to as “Confidential Information”), unless a prior written consent is obtained from the other party, and except for information falling under any of the following:
(1) Information already held without confidentiality obligations;
(2) Information rightfully obtained from a third party without confidentiality obligations;
(3) Information independently developed without relying on any information provided by the other party;
(4) Information which becomes publicly known without any violation of the Agreement, etc., either before or after the receipt thereof;
(5) Information provided without such designation, identification of the scope, and clear marking as Confidential Information as under this Article.
2. Notwithstanding the provisions of the preceding paragraph, the Company and the Customer may disclose any Confidential Information which is required to be disclosed according to any provision of laws and regulations or at the request of any competent public office to such recipient as provided for in such laws and regulations or to such public office. In this case, the Company and the Customer shall notify the other party in advance to the effect that such disclosure will take place to the extent such notification is not in violation of relevant laws and regulations, and if such notification prior to disclosure is not allowed, it shall be made promptly after the disclosure.
3. The Party receiving any Confidential Information shall take measures necessary to manage such Confidential Information.
4. The Party receiving any Confidential Information shall use such Confidential Information provided by the other Party to the extent necessary to perform the purposes of this Agreement.
5. The Party receiving any Confidential Information shall return any materials recording such Confidential Information to the other Party or delete the same at the request of the other Party.
1. In the event that the Company becomes aware of any actions of the Customer or its User is in violation of the Compliance Rules with respect to the use of the Service, the Company may suspend the whole or a part of the Service provision without notifying the Customer in advance; provided that, the Company is not obliged to monitor the actions of the Customer and the Users.
2. The Company shall not be liable for any damage incurred by the Customer, the Users, the Customer’s customers or any other third party in relation to such suspension of use as provided for in the preceding paragraph.
1. The Company may suspend the provision of the Service without need for prior notification to or consent of the Customer in case of any of the following:
(1) When the Company conducts maintenance as a result of any failure in the System or the facilities for the Service such as the server computer, etc.;
(2) When it is unavoidable for operational or technical reasons;
(3) When it is otherwise unable to provide the Service due to force majeure such as natural disaster, etc.
2. The Company may temporarily suspend the provision of the Service by giving notice to the Customer at least five (5) business days in advance to perform dataset optimization or upgrading of the System, or regular inspection of the system or the facilities for the Service;
3. If the Customer violates this Agreement, the Company may suspend the provision of the whole or a part of the Service without need for prior notification or demand to the Customer; provided that, in case of any delay in payment of usage charges or other monetary obligations payable to the Company, the provisions of Paragraphs 2 through 4 of Article 10 shall apply.
4. The Company shall not be liable for any damage incurred by the Customer, its customer or any other third party as a result of the Service being unavailable due to any of the events provided for in any of the preceding paragraphs.
1. If a situation arises where the Service is completely unavailable for the Customer’s use due to reasons attributable to the Company, the amount of liability for compensation of the Company and the Distributor shall be limited to the amount calculated based on the Customer’s usage charges per hour for the hours of such unavailability plus consumption taxes thereon, only if the Service is completely unavailable for at least 24 hours consecutively starting from the time (hereinafter referred to as “Failure Occurrence Time”) at which the Company becomes aware that the Service is completely unavailable for the Customer’s use (hereinafter referred to as “Situation of Unavailability”). If the Failure Occurrence Time falls during a trial plan period or campaign period during which no cost arises, it shall be deemed that no damage has arisen.
2. Such amount of damages payable by the Company as under the preceding paragraph in relation to any Situation of Unavailability shall be calculated monthly, and the Company shall notify the Customer of the total amount of such damages for any Situation of Unavailability that arose each month by the end of the following month, as well as notify the Customer of a claim form to be addressed to the Company containing such total amount and a section to enter the bank account information to receive the payment of such damages. The Customer desiring to receive such payment for damages shall enter such prescribed particulars in the claim form and send the same to the Company. The Company shall pay to the Customer such amount of damages as specified in the notice within 20 days after receiving the claim form. The Company shall not bear any liability for compensation with respect to any Situation of Unavailability except as provided for in this Article.
The scope of liability for damages borne by the Company to the Customer in relation to the Service or the Agreement, whether for non-performance, for tort, or for any other legal grounds for claim, shall be limited to general damages actually incurred by the Customer due to reasons attributable to the Company or any violation of the Agreement by the Company as the direct cause, and the amount of such damages shall be up to the amount of the Customer’s usage charges for the latest one (1) month as of the occurrence of such damages; provided that, in cases where countermeasures need to be taken by the Customer for investigation of cause or for recovery, the Customer may claim for damages against the Company only if it has taken such countermeasures. The Company shall not be liable for any damages arising due to reasons not attributable to the Company or any damages or lost profits due to special circumstances, whether the same was predictable by the Company or not.
Unless expressly warranted herein, the Company assumes no warranty liability, non-performance liability or other liability with respect to the Service. The Company shall not be liable with respect to the Service to warrant timeliness, quality, constant availability, full-time operation, nonoccurrence of failure, correction of any error or defect, non-existence of virus or any other harmful components in the server which enables the use of the Service, accuracy and completeness, suitability of the Service to the Customer’s request or demand, etc.
1. The Term of the Agreement shall be as specified in the application form.
2. The Agreement shall be automatically renewed for another year from the date of expiration of the Term unless notice is given by the Company or the Customer to refuse such renewal at least one (1) month prior to the date of expiration of the Term and when the Customer pays the usage charges for the next one (1) year by the payment due date specified in the billing statement issued by the Company, and the same shall apply thereafter.
1. When the Company intends to change the contents of the Service beyond the scope of upgrading provided for in Paragraph 3 of Article 1, the Company shall notify the Customer in writing thereof one (1) month prior to such change.
2. In the event that such change in the contents of the Service as provided for in Paragraph 1 of this Article involves significant degradation or abolition of any function described in the basic specifications, if the Customer cannot accept such change in the contents of the Service, the Company may discontinue the use of the Service by indicating to terminate the Agreement by the time of such change after receiving the prior notification. If the Customer continues to use the Service after such change, it shall be automatically deemed to have agreed to such change in the Service.
3. When the Company intends to discontinue the provision of the Service, the Company shall notify the Customer in writing (including by e-mail) thereof three (3) months prior thereto. In this case, the Agreement will terminate as of the date of such discontinuation of the provision.
4. The Company shall not be liable whatsoever for any damage incurred by the Customer due to any change in the contents of the Service or discontinuation of the provision of the Service.
The Customer and the Company may terminate this Agreement without need for any procedures such as giving notice or issuing a demand to the other Party if the other Party falls under any of the following:
(1) The other Party has suspended payment or becomes insolvent;
(2) The other Party’s note or check has become dishonored;
(3) Any petition for seizure, provisional seizure or auction is filed against the other Party or the other Party has become subject to disposition of delinquency of any tax or public charge;
(4) Any petition for commencement of bankruptcy, corporate reorganization, or civil rehabilitation proceedings is filed against the other Party or serious concern has arisen as to its credit standing;
(5) The other Party has become subject to any disposition by the relevant regulatory authorities to rescind or suspend, etc., its business permit;
(6) The whole or a part of usage charges are not paid even after one (1) month has elapsed from such payment due date of usage charges as provided for in Article 10;
(7) The other Party has violated this Agreement, and such violation is not remedied within two (2) weeks after a demand is issued by the Company to remedy such violation;
(8) The other Party has resolved to dissolve itself, decrease its capital, or assign the whole or any significant part of its business, etc.
(9) Any grounds have arisen that make it difficult to perform the Agreement due to any change in laws or regulations or any change in interpretation of laws by an administrative agency or a court.
1. The Company and the Customer represent and warrant to the other Party as follows:
(1) None of the Party itself, persons who have substantial influence on its management, such as its directors, employees holding an important position, etc. (hereinafter referred to as “Directors, etc.”), and persons who act as its representative or mediator for this Agreement (if such persons are corporations or organizations, etc., including their Directors, etc.) is an organized crime group, a member of any organized crime group, a former member of any organized group who ceased to be such member less than five (5) years ago, a quasi-member of any organized crime group, a company affiliated with any organized crime group, a corporate racketeer (sokaiya) or the like, a group engaging in criminal activities under the pretext of conducting social campaigns or a crime group specialized in intellectual crimes, or any other person equivalent thereto (hereinafter collectively referred to as “Antisocial Forces”);
(2) Its management is not controlled by any Antisocial Forces;
(3) No Antisocial Forces are substantially involved in its management:
(4) Neither the Party itself nor its Directors, etc., cooperate with or are involved in the maintenance or operation of any Antisocial Forces by providing funds, etc., or offering other facilities and so on; and
(5) Neither the Party itself nor its Directors, etc., have a socially reprehensible relationship with any Antisocial Forces.
2. The Company and the Customer may immediately terminate this Agreement, without need for a demand, by notifying the other Party in writing if the other Party violates the preceding paragraph, and may claim for damages incurred as a result thereof.
3. The Party which has terminated the Agreement according to the preceding paragraph shall not be liable whatsoever for any damages incurred by the other Party as a result thereof.
1. Upon termination of the Agreement, the Customer shall automatically lose its right to use the Service, and thereafter, the Customer shall not be able to use the Service at all and shall lose the authority to allow its Users to use the Service. The Customer shall immediately take measures to cause its Users to discontinue the use of the Service.
2. Upon termination of the Agreement, the Company may delete all the data stored as a result of use by the Customer and its Users at once from the server providing the Service without access to the data by the date when one (1) month has elapsed after the termination of the Agreement (or any such other date as separately agreed upon with the Customer; hereinafter collectively referred to as “Deletion Deadline”). The Company shall not be liable to compensate for any damage incurred by the Customer, its Users, its customers or any other third party as a result of such deletion. When the Customer needs to save the Log Data, etc., or the Data, the Customer shall take measures to save such data by itself.
The Agreement shall remain valid with respect to claims and liabilities relating to any cause that arose prior to termination of the Agreement or claims and liabilities that arose under the Agreement prior to termination thereof; provided that, Article 15 shall survive only for three (3) years after the termination of the Agreement.
Neither the Company nor the Customer shall assign the whole or a part of its status, any right or obligation under the Agreement unless a prior written consent is obtained from the other Party.
The Agreement shall be construed in accordance with the laws and regulations and the language of Japan, and if a lawsuit becomes necessary between the Company and the Customer, the Tokyo District Court shall be the exclusive agreed court of jurisdiction in the first instance.
The Customer and the Users who use the Service (hereinafter collectively referred to as “Service Users”) shall comply with the following when using the Service:
1. The Service Users shall not engage in any of the following in relation to the use of the Service:
(1) Any act that infringes or may infringe any intellectual property right such as copyright, trademark right, etc., or any other right of Hmcomm Inc. (hereinafter referred to as “Hmcomm”) or a third party;
(2) Any act of allowing a third party to use the Service (except for any act to allow a third party for whom a prior written approval has been obtained from Hmcomm to grant a User ID/PW to use it according to an agreement with Hmcomm regarding the Service);
(3) Any act in violation of laws and regulations or public order and morality;
(4) Any act of using the Service by impersonating a third party;
(5) Any act of transmitting or posting any harmful computer program, etc., such as virus, etc.;
(6) Any act that disturbs or may disturb facilities of a third party or the System; and
(7) Any other act deemed inappropriate by Hmcomm.
2 In the event that the Service User becomes aware that an act falling under any of the items of the preceding paragraph is committed or may be committed, the Service User shall immediately notify Hmcomm of that effect.
1. Scope of User Support
The Company will provide the Customer with support service by answering and providing solutions to questions from the Users regarding the following:
[1] Guidance and answers regarding the functions and operation of the System;
[2] Support for cause identification and verification in case of malfunction of the System or any suspected failure of the System.
2. Matters Outside of the Scope of User Support
(1) Any matters outside of the scope of such user support as under the preceding paragraph shall not be covered by the Company’s support service. Such matters not covered by the support service include the following:
∙ Questions that extend beyond consulting questions regarding the functions and operation methods of the System;
∙ Work relating to modification and customization of the System/documentation, and questions regarding the same;
∙ Questions regarding the release date of any modified version of the System or the accompanying documentation;
∙ Development of the whole or a part of a program or any work which might result in development of the same, and questions regarding them;
∙ Questions, operation checks and debugging operation with respect to any program other than those created by the Company, and questions regarding the same;
∙ Questions regarding the operating environment;
∙ Questions regarding any third-party service;
∙ Questions regarding any software or hardware other than the System;
∙ Questions regarding the programing language itself or the OS and platform.
(2) In cases where it is highly likely that fault or failure in the System is caused due to reasons not attributable to the System or attributable to other software or the internet environment or the User’s operating environment, the same shall not be covered by the Company’s maintenance service.
3. Method of Providing User Support
(1) User support will be provided in response to inquiries made by e-mail sent to the e-mail address designated by the Company. Inquiries by e-mail sent to any other address or by telephone or facsimile will not be accepted.
(2) Business hours for user support are from 10:00 to 18:00 on the Company’s business days excluding Saturdays, Sundays, public holidays, the Company’s holidays (such as summer holidays, etc.) and the year-end and New Year’s holidays (from December 29th until January 4th).
4. Suspension of User Support
(1) If it is difficult to provide user support due to force majeure, such as natural disaster, etc., or any internet connection trouble, the Company may suspend the provision of the Service without need for prior notification to or consent of the Customer and its customers.
(2) If the Customer violates these terms and conditions, the Company may suspend the provision of the whole or a part of the user support without need for prior notification or demand to the Customer.
(3) The Company shall not be liable whatsoever for any damage incurred by the Customer, its customer or any other third party in relation to its inability to provide the Service due to any of the reasons provided for in the preceding items.
5. Limitation of Liability
In case of any insufficiency, error or nonconformity with the Agreement arising in the Company’s user support, the Company shall perform necessary user support repeatedly according to the Agreement, and the liability assumed by the Company shall be limited to such performance of the user support service and no other legal liabilities such as liability for default, nonconformity with the Agreement, warranty, etc., shall be borne by the Company with respect to any damage incurred by the Customer.
6. Survival Clause
Clause 4, Item (3) and Clause 5 in [Addendum 2] shall survive the termination of the Agreement.