KYOZOU INC. WEB SITE AND SERVICES
1. General Provisions
2. Registration and Membership
2.2 Membership Restriction. Kyozou Inc. restricts the use of its Site and Services to Users of eighteen (18) years of age and older who may legally enter into and form contracts under the laws of the Province of Ontario and the laws of Canada applicable therein.
2.4 Security of Communications. You acknowledge that any unprotected email or other communication (including your actions or communications related to any interactive Services and including any applications, registrations, or completion of on-line forms) over the Internet is not secure and confidential, is subject to possible interception or loss, and is also subject to possible alteration. You accept sole responsibility for the security and confidentiality of all electronic communications between you and Kyozou Inc.. Kyozou Inc. is not responsible for and will not be liable to you or any one else for any damages in connection with any communication sent by you to Kyozou Inc. or any communication sent by Kyozou Inc. to you at your request.
2.5 Passwords and Member Privileges. Once your Account is created, you will either be prompted to, or you will receive a login and password. You are responsible for maintaining the confidentiality of the login and password, and are fully responsible for all activities that occur under your login, password and Account. You agree to (a) immediately notify Kyozou Inc. of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. Kyozou Inc. will not be liable for any loss or damage arising from your failure to comply with these requirements. In particular, and without limiting the generality of the foregoing, Kyozou Inc. will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. However, you could be held liable for losses incurred by Kyozou Inc. or another party due to someone else using your password or Account. You may not use anyone else’s Account at any time, whether you do or do not have the permission of the Account holder.
2.8 Termination of Account. You may terminate your account with Kyozou at any time for any reason by following the procedures set out on Kyozou Inc.’s Site. You will be charged the Account Termination Charge. Kyozou, in its sole discretion, has the right, and you acknowledge Kyozou Inc.’s right, to cancel your Account, deny you access to the Site and our Services, remove all of your Account information without notice to you and charge you the Account Termination Charge. You further agree that Kyozou Inc. will not be liable to any third party for the termination and or revocation of your Account and/or access to our Service.
2.9 Property Upon Termination. If Kyozou Inc. terminates your Account as a result of non-payment of Kyozou Inc.’s fees for services that have been incurred and billed (“Incurred and Billed Fees”), the data and information that is stored in Kyozou Inc.’s database(s) in connection with the provision of Services by Kyozou Inc. to you (“User’s Data”), becomes the property of Kyozou Inc. with all associated legal rights therein, including, but not limited to, copyright, trademark, or any other proprietary right. Kyozou Inc. will retain and keep possession of the User’s Data in accordance with this section. Notwithstanding any of the foregoing, if you pay all Incurred and Billed Fees, plus applicable interest as set out in the Fee Schedule, as well as all applicable Account Termination Charges, the legal rights in the User’s Data will vest in the User immediately and the User will have access to the User’s Data. You acknowledge and covenant that Kyozou Inc. will not be held liable in any way for any loss, damage, deletion, failure to store, or corruption of any kind whatsoever to the User’s Data while it is the property and/or in the possession of Kyozou Inc..
3. Use of Site
3.2 No Unlawful or Prohibited Use. As a condition of your use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Without limiting the generality of the foregoing, and in addition to the specific prohibitions in section 3.3 hereof, you may not use the Site in any manner that could damage, disable, overburden, or impair the Site or any Content or Service (or the network(s) connected to the Site) or interfere with any other party’s use and enjoyment of any part of the Site or any Content or Service. You may not attempt to gain unauthorized access to the Site or any Content or Service, other accounts, computer systems or networks connected to the Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
3.3 Prohibited Conduct. Without limiting the generality of any other prohibition or restriction contained herein, you agree that you will not use the Site to:
3.3.1 Upload, post, email, otherwise transmit, or post links to any Content, or select any member or user name or email address, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, libelous, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable.
3.3.2 Upload, post, email, otherwise transmit, or post to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.
3.3.3 Upload, post, email, otherwise transmit, or post links to any Content that exploits the images of children under 18 years of age, or images of persons appearing to be under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age. Section 3.3.3 also applies to content that exploits images of children of an age that would be a criminal offence by the laws of the particular jurisdiction where the Content is uploaded, posted, emailed, or otherwise transmitted.
3.3.4 Harm children under the age of 18 or children of an age that would be a criminal offence by the laws of the particular jurisdiction.
3.3.5 Make any sexual request on behalf of a minor or make any sexual request of a minor.
3.3.6 “Stalk” or otherwise harass another.
3.3.7 Upload, post, email, otherwise transmit, or post links to any Content that discloses any personally identifiable information of any User of Kyozou Inc.’s Services.
3.3.8 Collect or store personally identifying information of Users of Kyozou Inc.’s Site and Services for commercial or unlawful purposes. This does not include the collection or storing, for commercial purposes, of personally identifying information of users or clients of your services which are ultimately stored on Kyozou Inc.’s database(s) as part of the services Kyozou Inc. provides to you.
3.3.9 Impersonate any person or entity, including, but not limited to, a Kyozou Inc. official, employee, forum leader, guide, teacher or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
3.3.10 Employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Site.
3.3.11 Upload, post, email, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
3.3.12 Upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.
3.3.13 Upload, post, email, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights (“Rights”) of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
184.108.40.206 Making available copyrighted software or other Content that has had the copyright protection removed.
220.127.116.11 Making available serial numbers for software that can be used to illegally validate or register software.
18.104.22.168 Making available tools that can be used for no purpose other than for “cracking” software or other copyrighted Content.
22.214.171.124 Making available any software files for which the user does not own the copyright or have the legal right to make available.
3.3.14 Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose.
3.3.15 Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Site, the Content, or the Services.
3.3.16 Use automated means, including spiders, robots, crawlers, or the like to download data from the Site.
3.3.17 Conduct your own contests and promotions on Kyozou Inc.’s Site. This does not include conducting contests and promotions on your own web site, storefront or through your auctions with respect to your users and/or customers, including, your users and/or customers that are stored in Kyozou Inc.’s database(s).
3.3.18 Upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants on Kyozou Inc.’s Site. This does not include uploading, posting, emailing, otherwise transmitting, or posting links to your users and/or customers to any content regarding any raffle, contest or game requiring a fee by participants that belongs to you and is stored in Kyozou Inc.’s database(s).
3.3.19 Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content, including, without limitation, by incorporating Content into any e-mail or “white pages” products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise. This subsection does not apply to your content which is stored on Kyozou Inc.’s database(s) as part of the provision of services by Kyozou Inc. to you.
3.3.20 Sell, distribute, or make any commercial use of Content or make any other use of Content in a manner which could be expected to offend any person for whom the data is relevant.
3.3.21 Cause a screen to “scroll” faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges.
3.3.22 Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
3.3.23 Intentionally or unintentionally violate any applicable local, provincial, state, national or international law, and any regulations having the force of law.
3.3.24 Upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.
3.3.25 Access any Content or Service after your account or access has been terminated by Kyozou Inc..
3.3.26 Fail to complete any transaction after submitting an order to purchase any goods or services from Kyozou Inc., or breach any terms and conditions governing such transactions.
3.3.27 Purchase any Services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the User’s alone. By completing the registration for provision of Services by Kyozou Inc., you represent and warrant that you have the legal right to purchase such services.
3.3.28 Use any software deployed in connection with the Site to process data as a service to other entities without the express written consent of Kyozou Inc. or the party from whom such software may be licensed.
3.3.29 Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Site or Services offered by Kyozou Inc..
3.5 Other Jurisdictions. It is important to note that not all of the Content or Services are available in provinces outside of Ontario or in jurisdictions outside Canada. Content and Services are expressly not being made available and not offered, and Kyozou Inc. hereby expressly denies you the right to use them, in any jurisdiction in which they are not lawful. It is your responsibility to be aware of the laws of your province or country or that otherwise apply to you in relation to any of the matters described in these pages. If you choose to access the Site from outside of Canada, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use or export or re-export the Content obtained from the Site or any copy or adaptation in violation of any applicable laws or regulations, including but not limited to the export laws and regulations of Canada in force from time to time.
4.1 Generally. Content provided by Kyozou Inc. on the Site (including but not limited to Content contained in the Services) is believed to be accurate and reliable when placed on the Site, but Kyozou Inc. cannot guarantee it is accurate or complete or current at all times. Content on this Site is for informational purposes only and is not intended to provide any type of advice and should not be relied upon in that regard. Where the accuracy, completeness or currency of any information contained in any Content is important to you, it is your responsibility to verify it from other sources selected by you and known by you to be reliable.
4.2 Links. Links from or to web sites outside the Site are meant for convenience only. Kyozou Inc. does not review, endorse, approve or control, and is not responsible for any sites linked from or to the Site, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and Kyozou Inc. will not be responsible or liable for any damages in connection with linking. Links to downloadable software sites are for convenience only and Kyozou Inc. is not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software.
5.1 The Site. Kyozou Inc. is not actively involved in the online publication, distribution and provision of your services and information. The use of the Kyozou Inc. site is solely at your own risk and Kyozou Inc. will not be responsible for any loss or damage to your information and/or data or your computer hardware or software as a result of material that is downloaded or obtained from the Kyozou Inc. site.
5.2 Exclusion of Liability. Kyozou Inc. will use commercially reasonable efforts to ensure that any Services (whether provided free or on a fee-for-service basis) are designed and implemented to operate in accordance with their specifications and accomplish their intended goals. Notwithstanding the foregoing, under no circumstances will Kyozou Inc. have any liability for any failure of any Service to operate properly or to accomplish its intended or stated goals or any of them. Without limiting the generality of the foregoing, you agree that Kyozou Inc. has no responsibility or liability for the deletion, corruption or failure to store any information or other content maintained or transmitted by or in respect of any Service.
5.3 “As Is”Basis. Kyozou Inc. and the Site act as a marketplace management system wherein the User is provided with a forum to sell, distribute, market and publish its products to the general public through virtually any auction site, storefront or the User’s web site. Kyozou Inc. is not associated or involved with the sale, distribution, marketing or publication of the products and, therefore, does not guarantee, and has no obligation to you or consumers of your services, with respect to, the accuracy, timeliness, reliability or completeness of the information, results or analysis you provide. The performance of the Site and the Services, including, but not limited to, the hosting of your images and the provision of a marketplace for your products, and all information contained on, downloaded or accessed by you from this Website are provided by Kyozou Inc. to you on an “As is” basis without warranties of any kind, either express or implied, warranties of title and implied warranties of merchantability or fitness for a particular purpose. Kyozou Inc. does not warrant or guarantee the timeliness, sequence, accuracy or completeness of the services, text, graphics, and links on the Site.
5.5 Status of Kyozou Inc.. You acknowledge that Kyozou Inc. is not a consumer, client, purchaser or buyer (“Buyer”) or prospective Buyer relative to you or with respect to your use of the Site, and that Kyozou Inc. shall not be responsible for any purchasing decisions, for whatever reason, made by any Buyer respecting the products which you market, distribute or sell through our Site.
5.6 Use of Services. In addition to any other provisions herein with respect to use of the Site, you agree that you will use any Service, whether free or fee-based, solely for its intended purpose and solely in the manner that it is intended to be used.
6. Intellectual Property and Agency
6.3 Trademarks. Certain names, words, titles, phrases, logos, icons, graphics or designs or other content in the pages of the Site are trade names or trade-marks owned by Kyozou Inc., or trade names or trade-marks licensed to them. The trade-marks are distinguished from one another and may (but need not be) accompanied, at first-time use, with the appropriate trade-mark symbol: ®/T/*. These symbols are keyed to their respective legend which describes the owner or licensee of the trade-mark. The display of trade-marks and trade names on pages at the Site does not imply that a license of any kind has been granted to anyone else.
6.5 Licence from User to Kyozou.
7. Disclaimer of Warranties and Limited Liability
7.1 Disclaimer of Warranties. THE SITE, ALL CONTENT, AND ALL SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Kyozou Inc. DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Kyozou Inc. DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF CONTENT ON THE SITE. Kyozou Inc. DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY CONTENT OR SERVICE. Kyozou Inc. DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.
7.2 Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL Kyozou Inc. BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF AND/OR RELIANCE ON THE SITE, ANY CONTENT, OR ANY SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF Kyozou Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE OR ANY PART THEREOF, FROM INABILITY TO USE THE SITE OR ANY PART THEREOF, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE USE OF THE SITE OR OF ANY SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
7.3 Force Majeure. UNDER NO CIRCUMSTANCES SHALL Kyozou Inc. BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, TRAVEL ADVISORIES OR TRAVEL ALERS ISSUED BY THE WORLD HEALTH ORGANIZATION OR THE CENTRES FOR DISEASE CONTROL, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
7.4 Limitation on Amount. In no event will Kyozou Inc., its vendors, suppliers or business partners be liable for any general, special, direct, indirect, incidental, consequential, punitive or any other damages of any kind, whether in an action claiming by way of contract, tortious conduct, negligence or any other theory or cause, arising out of or relating in any way to the Site. Your sole remedy for dissatisfaction with Kyozou Inc. is to stop using the Website. If, for any reason, the foregoing limitation is found by a court of competent jurisdiction to be invalid or inapplicable under the circumstances, you agree that Kyozou Inc.’s total liability for all damages, losses, or causes of action of any kind or nature shall be limited to One Hundred Canadian Dollars ($100.00).
7.5 Intent of Limitations. All limitations of the liability of Kyozou Inc. contained herein are intended to be cumulative. In the event that any court of competent jurisdiction determines that any limitation on the liability of Kyozou Inc. is unlawful or unenforceable in any applicable jurisdiction, you and Kyozou Inc. hereby agree that the limitations of liability of Kyozou Inc. hereunder shall, with respect to such jurisdiction, be deemed to be those limitations that most fully limit the liability of Kyozou Inc. within the laws of that jurisdiction.
7.6 Indemnity. By using the Site you agree to indemnify Kyozou Inc. and its officers, directors, employees, servants and agent and forever hold them harmless from any and all claims and expenses, including legal fees, arising from your use of the Site (including for greater certainty your use of any Content or Services), or your submission of ideas and/or related materials to Kyozou Inc. or from any person’s use of any Account or password you maintain, regardless of whether such use is authorized by you. By using the Site, you are hereby agreeing to release Kyozou Inc. and its officers, directors, employees, servants and agent from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the use of the Site, Content or Services or to any disputes regarding use of ideas and/or related materials submitted to Kyozou Inc.. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES.
8.1 Proper Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. You and Kyozou Inc. each hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of Ontario.
9.4 Plural. Any singular number includes the plural and vice versa.
9.5 Notice. Kyozou Inc. will provide notice to you by email to the email address supplied by you in your Account information (“Email Address”). Notice will be effective on the day that it is sent to your Email Address.