Draft — not in force
This document is a draft prepared for review by counsel. It has not been adopted, no version number has been assigned and no effective date has been set. Until it is adopted and published as in force, it creates no rights and no obligations.
Application
These Terms of Service (the "Terms") govern all use of the KeizAI service (the "Service") provided by CybermetriQ GK, hereinafter referred to as "KeizAI". Every contractual relationship concerning the Service, and every contact concerning it, is between the user and CybermetriQ GK.
By using the Service, the user agrees to these Terms. Where a separate individual agreement between KeizAI and a user conflicts with these Terms, the individual agreement prevails to the extent of the conflict.
Definitions
- "Actor" — a person or a company participating in the Service in its own name. Persons and companies participate as peers.
- "Engagement" — a single commercial relationship between two Actors, formed by those Actors and recorded through the Service.
- "Decision record" — the record the Service keeps of a decision made by a named person: a nomination, a sourcing decision, a commercial acceptance or an acceptance of work.
Eligibility
The user represents that they are able to enter into a contract governed by and regulated under the laws of Japan, and that they do so in their own name or with authority to bind the company they act for. A person who cannot make this representation must not use the Service.
Accounts
Users must register accurate information and keep it current. Credentials must be kept secure and must not be shared or transferred; acts performed through an account are attributed to its holder. KeizAI may suspend an account used in breach of these Terms.
Nature of the service
The Service coordinates economic activity: it records objectives, proposals, decisions, engagements and their commercial records. KeizAI is not a party to any Engagement between Actors, does not act as an employer, employment agency, or intermediary of labour, and does not take custody of money owed between Actors.
Each Engagement is a direct commercial relationship between its two Actors, with its own terms and its own invoice. The rights and obligations of an Engagement bind its Actors, not KeizAI.
Decisions are human
The Service's AI proposes, explains and coordinates. It does not make sourcing decisions, does not accept commercial terms and does not accept work. Every such decision made through the Service is made by a named person against an exact version of the terms concerned, and is recorded as that person's own decision. The user acknowledges that decision records made under their account are attributed to them.
Fees
No fee schedule is published at present. If fees for the Service are introduced, they will be presented to the user before they apply, and no fee applies without the user's acceptance.
Prohibited conduct
- conduct that violates the law or these Terms, or that infringes the rights of KeizAI, another Actor or a third party;
- misrepresenting identity or authority, or making a decision record in another person's name;
- attempting to discover, expose or infer information the Service deliberately withholds — including another Actor's relationships, private notes or identity;
- interfering with the operation of the Service, or accessing it by methods other than the interfaces KeizAI provides.
Content and records
Rights in content a user submits remain with the user. The user grants KeizAI the licence necessary to host, process, display and transmit that content in order to provide the Service. Decision records are maintained by the Service as records of the persons who made them.
Data handling
KeizAI handles personal information as set out in the Privacy Policy, which forms part of these Terms. This includes the commitments that user data is not sold or shared beyond what the Privacy Policy states, and the reservation of the right to use data to train the algorithms and systems that operate the Service, within the purposes the Privacy Policy specifies.
Intellectual property
All rights in the Service itself — its software, design, marks and documentation — belong to KeizAI or its licensors. No rights are transferred to the user other than the right to use the Service under these Terms.
Changes and suspension
The Service is at an early stage. KeizAI may add to, change, suspend or terminate the Service or any part of it. Where reasonably possible, material changes will be announced in advance.
No warranty
To the extent permitted by the laws of Japan, the Service is provided as-is, without warranty of fitness for a particular purpose, of uninterrupted availability, or of the accuracy of any proposal or explanation produced by the Service's AI. Proposals are proposals: acting on them is the user's decision.
Limitation of liability
KeizAI is not liable for disputes arising between Actors out of an Engagement. To the extent permitted by the laws of Japan, KeizAI's liability to a user is limited to damage actually and directly incurred; nothing in this article excludes liability that mandatory Japanese law does not allow to be excluded.
Termination
A user may stop using the Service and close their account at any time. KeizAI may suspend or terminate use by a user who breaches these Terms. Provisions which by their nature should survive — including those on records, data handling, intellectual property, liability and governing law — survive termination.
Amendments
KeizAI may amend these Terms in accordance with the provisions of the Civil Code of Japan on standard terms of contract (定型約款). Amendments and their effective date will be published in advance on this page.
Governing law and venue
These Terms and every dispute concerning the Service are governed by the laws of Japan. The Tokyo District Court has exclusive jurisdiction as the court of first instance for any such dispute.
Language
These Terms are prepared in Japanese and in English. If the two versions diverge, the Japanese version prevails.
Contact
All contact concerning these Terms: legal@kza.jp — CybermetriQ GK, Marunouchi Nijubashi Building 2F, 2-3-2 Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan. Corporate number 1010003035578.