Kaizen Platform Terms of Use

Effective Date: June 23, 2020

Please read these Terms of Use (these "Terms") completely and carefully. These Terms set forth legally binding terms and conditions for all users of the "Kaizen Ad" video advertising creative production service (the "Service") offered by Kaizen Platform USA, Inc., a Delaware corporation ("Kaizen Platform"). The Service includes all services offered through [https://ad.kaizenplatform.net]{.underline} and [www.kaizen-ad.com]{.underline} (the"Site").

Welcome to Kaizen Platform at kaizenplatform.net (“Website”), the website and online service of Kaizen Platform USA, Inc. (“Company,” “we,” “our,” or “us”). Kaizen Platform USA, Inc. is a Delaware corporation located at 1209 Orange Street, Wilmington, New Castle, DE 19801, United States.

1. Service

  1. Our service includes all products, Software (as defined in Section 6 below), and services offered via the Website or otherwise, including via Third-Party Services (as defined in Section 1.B below) (collectively, the “Service”), but does not include any service provided by Third-Party Services. We reserve the right, at any time and without prior notice, to discontinue or change any aspect of the Service.
  2. The Service may provide access to or itself be accessible from (whether through hyperlinks, plug-ins, hosted applications, or otherwise) third-party websites, platforms, applications, content, or other services that are not owned, controlled, or operated by the Company (collectively, “Third-Party Services”). The Company disclaims any and all liability for or control over Third-Party Services, including, but not limited to, Third-Party Service actions, content, operations, policies, terms of use, or otherwise. Your conduct in connection with any Third-Party Services is subject to the terms of use of such Third-Party Services, for which you are solely responsible for following.
  3. In addition to the Terms of Use set out herein, the Service also incorporates by reference and as if set forth fully herein, the Company’s Privacy Policy, found at https://docs.kaizenplatform.net/privacy/ (“Privacy Policy”).

2. Eligibility

  1. You acknowledge and affirm: (i) if acting as an individual on your own behalf, that you are the age of majority in your jurisdiction of residence or an emancipated minor under its laws; (ii) if acting as an individual on behalf of another person or other people, that such individual(s) is the age of majority in both (a) your jurisdiction of residence or an emancipated minor under its laws and (b) his/her/their jurisdiction of residence or an emancipated minor under its laws; and (iii) if acting on behalf of a business or other entity, that the business or other entity is qualified to do business in the United States and you are authorized to bind the business or other entity to these Terms of Use.
  2. Regardless of whether you are acting as or on behalf of an individual or on behalf of a business or other entity, you acknowledge and affirm that you are fully able and competent to enter into and agree to abide by and comply with these Terms of Use.

3. Member Account

  1. The Company may require users of the Service (“Users”) to create a member account in order to access the Services. If you create a member account, you must provide accurate and complete information.
  2. You shall not access or use another User’s account without the Company’s and such User’s prior, written permission, nor shall you permit others to use your account without the Company’s or your prior, written permission. You are solely responsible for your actions and the actions of anyone that accesses or uses your account, whether that access or use is authorized or unauthorized.
  3. You shall notify us immediately [email address] of any unauthorized access or use of your account. Although the Company shall not be liable for any losses you may sustain as a result of any unauthorized access or use of your account, you may be liable for losses that the Company or others sustain due to such unauthorized access or use.
  4. You acknowledge and agree that the Company may, without incurring any liability to you, access, use, preserve, and/or disclose your account information and content to law enforcement authorities, government officials, and/or a third party as is reasonably necessary to (i) comply with the law; (ii) investigate and enforce compliance with these Terms of Use; (iii) detect, prevent, or otherwise address security, fraud, or technical issues; or (iv) protect the rights, property, or safety of the Company, Users, third parties (including Third-Party Services) or the public as required or permitted by law.

4. Permissions and Restrictions

The Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and nontransferable license to access, test, and use but not limited to those use, the Service, provided that:

  1. You access and use the Service only lawfully and as intended by the Company, and not for any impermissible, illegal, or illicit purpose, including, but not limited to, the examples included in Section 4.B-I. below.
  2. You do not to copy, distribute, or disclose, in any form or medium, any part of the Service without the Company’s prior, written permission.
  3. You do not alter or modify any part of the Service in any way, including, for example, by reverse engineering, decompiling, disassembling, reverse assembling, or modifying any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service.
  4. You do not to use the Service for any of the following commercial uses unless you obtain the Company’s prior, written approval:
    1. the sale of any accesses to the Service; or
    2. the sale of advertising, sponsorships, or promotions placed on, within, or accessible through the Service.
  5. You do not gather, collect, or harvest any personally identifiable information from the Service, including, but not limited to, User names or information, member account names or information, or e-mail addresses.
  6. You do not engage in any theft, misuse, misappropriation, or infringement of intellectual property.
  7. You do not upload or store any programs or material, whether inadvertently or otherwise, that contains viruses or any other computer code, files, or programs designed to harm, interfere, or limit the normal operation of the Service (or any part thereof), track Service users or Service activities, scrape or remove data, or any other similarly intended programs or material.
  8. You do not attempt to or actually interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts, robots, bots, scrapers, spyware, crawlers or web crawlers) or attempt to take or actually take any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large resource demand/load on our infrastructure, any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use of, or monitoring of data or traffic thereon), or attempt to or actually compromise the system integrity or security or decipher any transmissions to or from the servers running the Service.
  9. You comply with all applicable laws.

5. Paid Services

  1. Certain aspects of the Service may be provided for a fee or other charge. If you choose to use paid aspects of the Service, you agree to the terms of sale, pricing, payment, and billing policies applicable to such fees and charges posted in these Terms of Use or otherwise linked herein. The Company may add new services for additional fees and charges, or amend fees and charges for existing services, at any time, in its sole discretion, and without prior notice.
  2. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE TERM OF YOUR SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL SUCCESSIVE TERMS EQUAL TO THE PERIOD OF YOUR INITIAL TERM, UNLESS YOU PROVIDE THE COMPANY WITH NOTICE OF YOUR INTENT NOT TO RENEW YOUR SUBSCRIPTION AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.
  3. In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else, unless cancellation is your only option given by us as a result of changed material conditions during a term for which you have already paid. Otherwise, you acknowledge and agree that you shall be responsible for paying all fees due for the full term of your subscription, whether or not you cancel such subscription prior to the end of such term.
  4. You shall pay each invoice issued by the Company by the applicable due date and in the currency specified by the Company. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.

6. Software

  1. You acknowledge and agree that the Company and/or its licensors own all legal right, title, and interest in and to the Service, including, but not limited to, graphics, user interface, the scripts, and software used to implement the Service, and any software provided to you as a part of and/or in connection with the Service including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist (the “Software”). You further agree that the Service (as defined in Section 1 to include the Software or any other code thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including, but not limited to, copyright.
  2. As part of the Service, you may from time to time receive updates to the Software from us which may be automatically downloaded and installed to your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that we may automatically deliver such updates to you as part of the Service and you shall receive and install them as required.
  3. When you use the Service, you acknowledge and agree that the system requirements and functionality (available at https://support.kaizenplatform.net/hc/en-us shall apply.

7. Customer Sites and Content

  1. The conditional license granted to you in Section 4 above permits you to link the Service only on websites owned, operated, and controlled by you (“Customer Sites”).
  2. As an account holder, you may submit Content to the Service. “Content” includes the text, software, files, scripts, graphics, photos, logos, marks, sounds, music, videos, audiovisual combinations, interactive features, user comments, information, content, data, personally identifiable information or information or materials and the ideas contained therein, which you upload, copy or otherwise submit in connection with your use of the Service.
  3. By submitting any Content, you represent and warrant that (i) you are the sole author of the Content; (ii) you are the sole owner of the intellectual property and other rights to the Content; (iii) the Content is accurate and not impermissible, illegal, unlawful, or illicit; and (iv) you have all rights to submit the Content and you grant the Company rights to the Content without any obligation by the Company to obtain consent of any third party and without creating any obligation or liability to the Company.
  4. Upon the Company’s request, you will provide documentation necessary to authenticate rights to any Content and verify your compliance with these Terms of Use as it relates to the Content. We reserve the right to determine what Content is appropriate for our Service and to remove Content without prior notice.
  5. Any Content will be treated as non-confidential and non-proprietary by us – regardless of whether you mark such Content “confidential,” “proprietary,” or the like. By submitting Content, you acknowledge and agree that you give the Company the right to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Content (and derivative works thereof) in our sole discretion and without prior notice. The Company does not assume any obligation of any kind to you or any third party with respect to your Content. You understand that the Company does not guarantee any confidentiality with respect to any Content you submit.
  6. The Company does not endorse any Content uploaded, copied or otherwise submitted in connection with the use of the Service by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with such Content

8. Content To Be Used on Third-Party Customer Sites

When you create and submit any Content to be used on Customer Sites owned, operated or controlled by other Users in connection with the Service (the “Transferred Content”), the terms of the Content Transfer Agreement, available at https://docs.kaizenplatform.net/cta/, shall apply.

9. Use of Content Submitted by Other Users

If you use Transferred Content on your Customer Site, the terms of the Content Transfer Agreement, available at https://docs.kaizenplatform.net/cta/, shall apply.

10. Suspension, Termination and Changed Terms

  1. We reserve the right to suspend or terminate a member account or a User’s access to, or use of, the Service at any time, without prior notice and in our sole discretion. We may, at any time, without prior notice and in our sole discretion, remove any Content.
  2. The Company reserves the right to take any steps reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. The Company may terminate and erase your account when Company realized your way of using our Service inappropriately with respect to the Company's internal rules.
  3. Upon suspension of a member account, the account will remain suspended until we provide you written notice that the suspension has been lifted. During the suspension, you will be unable to access or use any part of the Service that requires a member account. Upon termination of a member account, all access to the account and all access to aspects of the Service that require an account, including, but not limited to, your account information and your Content, shall be terminated. In the event of termination, after a period of time we may delete member account information and data stored in or as a part of your member account(s) without obligation or liability to you. Any suspension or termination of a member account will not affect your obligations to Company under these Terms.
  4. Upon suspension or termination of your access to, or use of, the Service, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue access to and use of the Service. In the event of termination, after a period of time we may delete any and all information and data stored in or as a part of your use of the Service without obligation or liability to you. Any suspension or termination will not affect your obligations to Company under these Terms, which will survive your suspension or termination and remain applicable as appropriate.

11. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW. THE COMPANY, ITS AFFILIATES AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THE COMPANY PROVIDES THE SERVICE “AS IS,” “AS AVAILABLE, AND “WITH ALL FAULTS” BASIS.

12. Limitation of Liability

  1. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ANY OF THEIR RESPECTIVE SUPPLIERS, DISTRIBUTORS OR LICENSORS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  2. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND THEIR RESPECTIVE SUPPLIERS, DISTRIBUTORS AND LICENSORS, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID TO THE COMPANY TO USE THE SERVICE DURING THE MOST RECENT TWELVE (12) MONTHS.
  3. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER RELIEF THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY CUSTOMER SITES, WEBSITES, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE COMPANY (INCLUDING YOUR LICENSED CONTENT) OR A LICENSOR OF THE COMPANY.

13. Indemnity

You agree to, and you hereby, defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, reasonable attorney’s fees) (collectively, “Claims and Losses”) that directly or indirectly arise from or are related to your Content, use of and/or access to the Service, these Terms of Use, and any Customer Sites. Notwithstanding the foregoing, the Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses without prior approval from you. The Company reserves the right to assume the exclusive defense and control the defense, without notice to you and exercised in our sole discretion, of any Claims and Losses. In the event the Company does not assume the exclusive defense and control, you shall not settle any Claims and Losses without, in each instance, the prior, written consent of an officer of the Company, with such consent to be exercised in the Company’s sole discretion. This defense and indemnification obligation will survive these Terms of Use and your use of the Service.

14. Assignment

  1. These Terms of Use, and any rights and licenses granted hereby, may not be transferred or assigned by you without the Company’s prior, written permission. The Company may assign its rights and obligations under these Terms of Use, in whole or in part, to any party at any time without any notice and at its sole discretion.
  2. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

15. Legal Action Limitations

  1. Governing Law. These Terms of Use and any claim, dispute, cause of action, remedy, or damage arising out of, in connection with, or related to the Terms of Use and/or the Service shall be construed in accordance with and governed by the laws of the State of California, without reference to any conflict of law rules.
  2. Exclusive Venue. All claims, disputes, causes of action, remedies, or damages arising out of, in connection with, or related to the Terms of Use and/or the Service shall be brought exclusively in the federal or state courts in San Francisco County, California.
  3. CONSENT TO JURISDICTION. CONSISTENT WITH YOUR CONSENT TO THE EXCLUSIVE VENUE AS SET FORTH IN SECTION 15.B ABOVE, YOU HEREBY CONSENT TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN SAN FRANCISCO COUNTY, CALIFORNIA.
  4. LIMITED TIME TO FILE CLAIMS. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR THE COMPANY MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
  5. Injunctive Relief. The foregoing provisions of this Section 15 will not apply to any legal action taken by the Company to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, Services, your Content and/or the Company’s intellectual property rights (including such the Company may claim that may be in dispute), the Company’s operations, and/or the Company’s products or services.

16. General

  1. These Terms of Use, together with the Privacy Notice, shall constitute the entire agreement between you and the Company concerning the Service.
  2. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity or enforceability of the remaining provisions of these Terms of Use, which shall remain in full force and effect. To the extent not prohibited by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
  3. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
  4. In the event of a conflict between this English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and prevail. All disputes, claims and causes of action (and related proceedings) shall be communicated in English.
  5. E. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications, including any notifications required or permitted by the Terms, from us electronically.
  6. California Consumer Rights and Notices
    1. California residents can obtain information on our privacy practices, including how we comply with the California Online Privacy Protection Act and the California Shine the Light Act in our Privacy Policy ［https://docs.kaizenplatform.net/privacy/］
    2. Any California resident under the age of eighteen (18) who has registered to use the Service, and who have posted content or information on the Service, can request that such information be removed from the Service by contacting us at the email or address set forth in the “Contact Information” section below. Such a request must state that they personally posted such content or information and detailing where the content or information is posted. We will make reasonable, good faith efforts to remove the post from public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, third-parties may have republished the post and archived copies of it may be stored by search engines and others that we do not control.

Thank you for your reading and understanding.