1. ACCEPTANCE OF TERMS
1.1. The term ‘we’ means KaizApp AG, a company registered in Switzerland whose registered office is Rathausstr. 7, 6341 Baar, Zug, Switzerland and company registration number is CHE-483.840.519 (“us” and “our” will be construed accordingly). KaizApp AG is the owner and operator of the websites www.Kaizapp.com and its related mobile application (app), together with all features, services or tools available through the app (collectively referred to in these Terms as “KaizApp”).
1.2. This is an agreement between you and KaizApp AG, which is the provider of the KaizApp Services. By subscribing to use this Service you acknowledge that you have read and understood these terms and have the authority to act on behalf of any person or any entity on whose behalf you may be subscribing or for whom you are using this Service. You are deemed to have agreed to these terms on behalf of your employer or any other entity for whom you used this Service. By using this service you also consent to all of the terms of KaizApp’s privacy policy. See: HTTPS://kaizapp.com/privacypolicy.
1.3. The Services will evolve over time based both on our ongoing development and user feedback. We reserve the right to change these terms at any time, effective upon the posting of such modified terms on our website. We will also endeavour to communicate these changes to you via an in-App message. It is however your obligation to ensure that you have read, understood and agreed to the most recent terms available on the website.
2. DEFINITIONS
The following definitions are applicable:
2.1. “Account” means the primary means for accessing and using the KaizApp Services, subject to payment of a fee agreed to;
2.2. “Account Holder” means the initial subscriber to the Service who shall hold Account management authority to permit and regulate Invited Members;
2.3. “Agreement” means these terms of Service;
2.4. “App” means the KaizApp Application
2.5. “Fee Schedule” means the information relating to subscriptions and billings set out on the KaizApp Subscriptions and Billings Pages of the website which may be updated or amended by KaizApp from time to time;
2.6. “Intellectual Property Right” means any patent trademarks, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights anywhere in the world whether or not registered;
2.7. “Invited User” means any person or entity, other than the Account Holder that uses the Service with the authorisation of the Account Holder, from time to time;
2.8. “KaizApp” means KaizApp AG (a company registered in Switzerland under company registration number CHE-483.840.519 );
2.9. “Services” means the software services (as may be changed or updated from time to time) made available via the App and Website;
2.10. “Account Holder/You” are terms which may be interchanged both meaning the person who registered to use the Service and where the context permits includes any entity on whose behalf that person registers to use the Service;
2.11. “Subscription Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule;
2.12. “User Data” means any text, images, data or other content inputted or uploaded by you or with your authority into the Services;
2.13. “Website” means the internet site at the domain www.kaizapp.com or any other site operated by KaizApp;
3. USER DATA
3.1. You confirm that you own or have the necessary rights and permissions to the User Data and you authorise us to use all copyright, trademark or other proprietary rights in and to any User Content to enable the use, storage and transmission of the User Data by KaizApp in accordance with these Terms.
3.2. Subject to the terms of clause 3.1 in particular and the terms of this agreement in general, the copyright and ownership of all User Data shall remain Yours.
3.3. You agree that You are fully responsible for the User Data that You submit or upload.
3.4. KaizApp shall use all commercially reasonable endeavours to secure all User Data in accordance with best practice. However, you acknowledge and accept that no electronic system can be guaranteed to be completely secure. You agree that KaizApp will not be liable to you for any breach by a third party of our security systems.
4. USE OF SERVICE AND KAIZAPP’S SOFTWARE
4.1. KaizApp grants You the right to access and use the Service via the App and Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Account Holder and the Invited Users, or any other applicable laws:
4.1.1. The Account Holder determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
4.1.2. The Account Holder is responsible for all Invited Users’ use of the Service; regardless of whether the invitation was approached directly by the Account Holder or by a Team Leader within the Account Holder’s Account;
4.1.3. The Account Holder controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4.1.4. If there is any dispute between an Account Holder and an Invited User regarding access to any organisation or Service, the Account Holder shall decide what access or level of access to the relevant User Data or Service that Invited User shall have, if any.
5. PAYMENT OBLIGATIONS
5.1. KaizApp may grant Account Holders the right to trial the KaizApp Service for a limited period free of charge or at a reduced subscription rate. The details of such trial periods will be agreed between KaizApp and the Account Holder in each case. On the expiry of such trial period, the standard Subscription Fees will become automatically due and payable. KaizApp reserves the right to terminate the account of any user during a trial period for any reason at its discretion.
5.2. An invoice for the Subscription Fee will be issued each month or year in accordance with the details set out in the Fee Schedule. KaizApp will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 13.
5.3. All KaizApp invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all applicable taxes and duties with respect to the Services furnished by KaizApp under this Agreement in addition to the Subscription Fee.
5.4. Once You have subscribed for a period You are liable for payment for the full subscription for that period in respect of each Invited User in Your Account upon commencement of the subscription period regardless of whether:
5.4.1 payment is effected in monthly or other instalments; or
5.4.2. You continue to utilise or access the Services or not; or
5.4.3. an Invited User has been temporarily deactivated by You.
5.5. You are liable for pro-rata subscription payments in respect of any Invited Users added to the Account part-way through any subscription period.
5.6. You are not liable for payment of subscription fees upon commencement of a subscription period in respect of any former Invited User who has been deleted from Your Account.
5.7. No refunds are payable in respect of periods of down time caused by reputable third party User Data hosting services.
5.8. Contracts which are on an annual basis shall unless terminated in writing 30 (thirty) days prior to the Termination Date be automatically extended for a further annual period. Contracts which are on a monthly basis shall unless terminated in writing 7 (seven) days prior to the Termination Date be automatically extended for a further monthly period.
6. GENERAL OBLIGATIONS
6.1. You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by KaizApp or user rules posted on the Website.
6.2. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
6.3. In order to protect KaizApp’s proprietary rights to the Service, You agree that You will not attempt to copy, reproduce or otherwise create, directly or indirectly through any other person or entity, any competitive product which offers services or solutions similar to the KaizApp Service, whether such solution is for internal or external use and whether or not for sale or financial gain. The terms of this clause shall apply in all jurisdictions and shall continue indefinitely. You agree to indemnify KaizApp for all costs, claims, expenses and losses which may result from a breach by You of this clause. You agree that KaizApp shall be entitled to obtain a court order requiring You to cease any activity which may conflict with the terms of this clause and You understand that You will be liable for all costs incurred reasonably and associated with bringing such court proceedings.
7. ACCESS CONDITIONS
7.1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify KaizApp of any unauthorised use of Your passwords or any other breach of security and KaizApp will reset Your password and You must take all other actions that KaizApp reasonably deems necessary to maintain or enhance the security of KaizApp’s computing systems and networks and Your access to the Services.
7.2. As a condition of these Terms, when accessing and using the Services, You must:
7.2.1. not attempt to undermine the security or integrity of KaizApp ‘s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
7.2.2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
7.2.3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
7.2.4. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
7.3 KaizApp reserves the right to remove any content which in its sole discretion contravenes 7.2.4 above or which it otherwise considers inappropriate.
7.4 Use of a third party’s account other than as the Account Holder thereto or an Invited User thereto is considered a material breach of this Agreement.
7.5 KaizApp reserves the right to terminate any user’s account in the event of a breach of these terms.
8. USAGE LIMITATIONS
Use of the Service may be subject to limitations, including but not limited to 2 GB of storage per user and 10 GB of User Data transfer per user per month. Should these limits at any time prove insufficient, they can be extended subject to an additional fee.
9. COMMUNICATION CONDITIONS
9.1. As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
9.2. When You make any communication within the Services, You represent that You are permitted to make such communication. KaizApp is under no obligation to ensure that the communications within the Services are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available within the Services. However, KaizApp does reserve the right to remove any communication at any time in its sole discretion.
10. INDEMNITY
10.1. You accept that your decision to purchase KaizApp did not rely on publicly advertised new features.
10.2. No responsibility lies upon KaizApp to meet publicly advertised development time scales for new functionality and no compensation of any kind will be due where new functionality which has been advertised has been delivered late or not at all.
11. PRIVACY AND INTELLECTUAL PROPERTY
11.1. Privacy
KaizApp maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at HTTPS://kaizapp.com/privacypolicy and You will be taken to have accepted that policy when You accept these Terms
11.2. Intellectual Property
11.2.1. KaizApp contains material which is owned by or licensed to us. This material includes, but is not limited to, the content, design, layout, look, appearance and graphics.
11.2.2. You are granted a licence to use the material contained on KaizApp subject to the restrictions described in these Terms.
11.2.3. You are not permitted to:
11.2.3.1. republish material from KaizApp (including republication on another website, except for the purpose of promoting use of KaizApp for example in social media);
11.2.3.2. sell, rent, license, sublicense, lease, distribute, copy, duplicate, publish or reproduce material from KaizApp and any material or any part thereof for use by any third party;
11.2.3.3. use any material in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable.
11.2.4. If You breach these Terms in any way then the licence granted to You will be automatically terminated upon such breach and we may take such action as we deem appropriate to deal with the breach, including suspending Your access to KaizApp, prohibiting You from accessing KaizApp, blocking computers using Your IP address from accessing KaizApp, contacting Your internet service provider to request that they block Your access to KaizApp and/or bringing court proceedings against You.
11.3. Ownership of User Data
11.3.1 Title to, and all Intellectual Property Rights in, the User Data remain Your property as set out in these terms. However, Your access to the User Data is contingent on full payment of the KaizApp Access Fee when due. You grant KaizApp a licence to use, copy, transmit, store, and back-up Your information and User Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
11.3.2. Backup of User Data
KaizApp adheres to its best practice policies and procedures to prevent User Data loss, including a daily system User Data back-up regime, but does not make any guarantees that there will be no loss of User Data. KaizApp expressly excludes liability for any loss of User Data no matter how caused.
11.3.3. Third-party applications and your User Data
If You enable third-party applications for use in conjunction with the Services, You acknowledge that KaizApp may allow the providers of those third-party applications to access Your User Data as required for the interoperation of such third-party applications with the Services. KaizApp shall not be responsible for any disclosure, modification or deletion of Your User Data resulting from any such access by third-party application providers.
11.4. KaizApp will not view Your User Data nor Your accounts except:
11.4.1. where requested to do so by a legitimate state or regulatory authority; or
11.4.2. under an order of Court; or
11.4.3. where necessary to protect the security of Your account; or
11.4.4. where KaizApp has reason to suspect fraud, crimes, inappropriate usage and breach of these conditions; or
11.4.5. to provide support or coaching services to You or where You have invited KaizApp to join for other purposes, where KaizApp is given such access confidentiality provisions provided in 11.1 above apply.
11.5. KaizApp is permitted to gather anonymised statistics relating to use of the account and performance and use said anonymised User Data organised by industry sector if desired to report to the market in general terms as to the manner in which KaizApp is being used by its user base, largely for the purpose of promoting KaizApp usage. Statistics include KPIs, number of users, recognition, number of improvements and status. No User Data relating to user identity will be gathered under any circumstances.
11.6. You give permission for Your name, photo, email, phone number and physical location to be stored by KaizApp and the same information for all other users of the Account are to be made visible and available to all users of that Account for the purpose of swift contact and interaction for effective collaboration within KaizApp.
11.7. Where an Invited User is temporarily deactivated by the Account Holder, all of their user data will be retained in KaizApp with their contributions remaining viewable by other Invited Users. Such data will remain accessible by the deactivated User whenever the deactivated User is reactivated. Where an Invited User has been deleted from an Account all their contributions up to that date will remain viewable by other Invited Users in an anonymised form. However, in the event that the same user becomes an Invited User of the Account again at a future date, they will not be reconnected with any of their data previous to the deletion event.
12. WARRANTIES AND ACKNOWLEDGEMENTS
12.1. Provision of information:
You warrant that all information provided by You on signup including name, location, company name and job title is true and correct. If KaizApp’s in its sole discretion finds or considers such data to be false, KaizApp retains the right to take such corrective action as it seems fit, including requesting supporting information and/or proof from You. In the event that actual misrepresentation has occurred we reserve the right to immediately delete the affected Account and all associated data with no refund payable to You.
12.2. Authority:
You warrant that where You have registered to use the Service on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and agree that by registering to use the Service You bind the person or entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
12.3. Acknowledgement:
You acknowledge that:
12.3.1. You are authorised to use the Services and the Website and to access the information and User Data that You input into the Services, including any information or User Data input into the Services by any person you have authorised to use the Services. You are also authorised to access the processed information and User Data that is made available to You through Your use of the Website and the Services (whether that information and User Data is Your own or that of anyone else).
12.3.2. KaizApp has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether an incorporated entity or otherwise) you agree that:
12.3.2.1. You are responsible for ensuring that You have the right to do so;
12.3.2.2. You are responsible for authorising any person who is given access to information or User Data, and you agree that KaizApp has no obligation to provide any person access to such information or User Data without Your authorisation and may refer any requests for information to You to address; and
12.3.2.3. You will indemnify KaizApp against any claims or loss relating to:
12.3.2.3.1. KaizApp’s refusal to provide any person access to Your information or User Data in accordance with these Terms,
12.3.2.3.2. KaizApp’s making available information or User Data to any person with Your authorisation.
12.3.3. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
12.3.4. KaizApp does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. KaizApp is not in any way responsible for any such interference or prevention of Your access or use of the Services.
12.3.5. KaizApp does not act as an operational improvement consultant. Use of the Services does not constitute the receipt of advice on operational improvement. If You have any operational improvement questions, advise should be sought from appropriate professionals.
12.3.6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
12.3.7. You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your User Data via the Services and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
12.3.8 You remain solely responsible for Your own protection against any and all forms of viruses and other malware across your devices. In particular, KaizApp is not responsible for any damage caused due to files downloaded from the KaizApp platform to your device which were uploaded to the platform by other users of your KaizApp account.
13. TERMINATION
13.1. Trial policy
When You first sign up for access to the Services You can evaluate the Services under KaizApp’s trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter You will be billed at the end of the trial period. If You choose not to continue using the Services beyond the trial period access for Your users will then be discontinued and all data deleted within 90 days.
13.2. Prepaid Subscriptions
KaizApp will not provide any refund for any remaining period covered under a prepaid Subscription Fee.
13.3. No-fault termination:
These Terms will continue for the trial period and any period covered by a paid Subscription Fee. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Subscription Fee unless either party terminates these Terms by giving at least one month’s advance written notice in the case of annual subscriptions or 7 days advance notice in the case of monthly subscriptions. If You elect to terminate these Terms by providing such advance written notice You shall be liable to pay all relevant Subscription Fees up to and including the day of termination of these Terms.
13.4. Data export on termination or change of circumstances:
13.4.1. Upon termination and upon request by the Account Holder KaizApp will provide the Account Holder with data from the Account subject to the payment of a separate fee.
13.4.2. Regardless of whether or not the Account Holder has exercised the option in 13.4.1 KaizApp will delete all copies of the Account Holder’s data within 90 days after the date of termination.
13.4.3. If a request is made to merge or separate data, for example in the event of an acquisition, disposal merger or re-organisation of a legal entity, any such action shall be at the discretion of KaizApp and a separate charge shall be applied.
14. FEEDBACK
If Account Holder or Invited User provides KaizApp with any comments, bug reports, feedback, or modifications for the KaizApp Services in any written or verbal format (“Feedback”), KaizApp shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the KaizApp Services. Account Holder or Invited User (as applicable) hereby grants KaizApp a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
15. PUBLICITY
Save where You have in writing advised us to the contrary You grant us the right to use Your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Account Holder’s standard trademark usage guidelines as provided to us from time-to-time.
16. BREACH
16.1. If You:
16.1.1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
16.1.2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 5.3 or any payment of Subscription Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
16.1.3. or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
16.2. KaizApp may take any or all of the following actions, at its sole discretion:
16.2.1. Terminate this Agreement and Your use of the Services and the Website;
16.2.2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
16.2.3. Suspend or terminate access to all or any User Data.
16.2.4. Take either of the actions in sub-clauses (1), (2) and (3) of this clause 16.2 in respect of any or all other persons whom You have authorised to have access to Your information or User Data.
For the avoidance of doubt, if full payment of any invoice for Subscription Fees or other amounts due to KaizApp is not made in advance of the relevant subscription period KaizApp may: suspend or terminate Your use of the Service, the authority for all or any of Your Invited Users to use the Service, or Your rights of access to all or any User Data.
16.3. Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
16.3.1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
16.3.2. immediately cease to use the Services and the Website.
16.4. Expiry or termination:
Clauses 2, 11, 18, 19 and 20 survive the expiry or termination of these Terms.
17. HELP DESK
17.1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting KaizApp. If You still need support, please access the support feature provided in the main menu of the application.
17.2. Service availability:
Whilst KaizApp intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason KaizApp has to interrupt the Services for longer periods than KaizApp would normally expect, KaizApp will use reasonable endeavours to publish in advance details of such activity on the Website.
18. GENERAL
18.1. Entire agreement
These Terms, together with the KaizApp Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and KaizApp relating to the Services and the other matters dealt with in these Terms.
18.2. Waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
18.3. Delays
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money and where payment is in arrear You will be liable for interest on such arrears at the rate of 1% per month of the amount due.
18.4. No Assignment
Neither KaizApp nor You may assign or transfer any rights to any other person without the other party’s prior written consent; consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or subsidiary or parent or a successor-in-interest through a merger or sale of all or substantially all of the assets or ownership interests upon notice to the other party.
18.5. Governing law and jurisdiction
This Agreement is governed by the laws of Switzerland for all disputes arising out of or in connection with this Agreement.
18.6. Severability
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
18.7. Notices
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to KaizApp must be sent to contact (at) kaizapp.com or to any other email address notified by email to You by KaizApp. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
18.8. Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
18.9. Force Majeure
Neither KaizApp nor Account Holder will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
19. INDEMNIFICATION
You agree to defend, indemnify and hold harmless KaizApp and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including reasonable attorney’s fees (each of the foregoing a “Loss” and collectively “Losses”), arising out of your use or misuse of the KaizApp Services, KaizApp Materials, representations made to KaizApp, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. KaizApp reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify KaizApp, and You agree to cooperate with such defence of these claims. Your indemnification obligations outlined above shall not extend to that portion of or percentage of fault attributable to KaizApp for any Loss(es) to the extent such Loss(es) arises out of or is in any way caused by any negligent act(s), omission(s), or intentional misconduct of KaizApp. This clause shall not be construed to negate, abridge or otherwise reduce any other right to indemnity which would otherwise exist in favour of KaizApp, or any other obligation of You to indemnify KaizApp. KaizApp shall take commercially reasonable efforts to mitigate its loss.
20. LIMITATION OF LIABILITY
20.1. No Liability: KaizApp shall not be liable to You or Invited User for any consequences resulting from:
20.1.1. any modifications in these Terms, calculation and rates of Fees, the KaizApp Services, or any part or element thereof (including but not limited to the Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the KaizApp Services or KaizApp Material;
20.1.2. deletion of, corruption of, or failure to store any of Your User Data;
20.1.3. use of Your User Data by You or any of the Invited Users associated with the Account;
20.1.4. downtime of the KaizApp Services;
20.1.5. upgrading or downgrading the current Plan;
20.1.6 any disclosure, loss or unauthorised use of the login credentials of You or any authorised Invited User due to Your failure to keep them confidential;
20.1.7. Your use of the Account or the KaizApp Services by means of browsers other than those accepted or supported by KaizApp;
20.1.8. the application of any remedies against the You or authorised Users by KaizApp, for example if the You or Invited User has committed a crime or conducted a breach of applicable law by using the KaizApp Services or any part or element thereof;
20.1.9. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the KaizApp Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
20.1.10. KaizApp’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
20.2. In addition, KaizApp and its affiliates shall not be liable to You for any claim by any Invited User, person, Organisation or third persons against You arising out of Your failure to:
20.2.1. provide KaizApp with accurate information about You, Invited Users or Account;
20.2.2. notify KaizApp of any reasons due to which an Invited User does not have the right to use the Account on behalf of You;
20.2.3. provide any Products which You have agreed to provide to such a person or Organisation (whether such failure arises as a result of KaizApp’s negligence, breach of these Terms or otherwise);
20.2.4. ensure the lawfulness of Your User Data;
20.2.5. obtain the necessary rights to use Your User Data; or
20.2.6. abide by any of the restrictions described in these Terms.
20.3. KaizApp and its affiliates shall not be liable for any claim by any Invited User, person, organisation or third party arising out of Your or any other person’s failure to:
20.3.1. apply the proper process change control policies and procedures required by an organisation or by any Regulatory Body; or
20.3.2. exercise due care and attention to their surrounding environment when interacting with KaizApp software on a mobile screen.
20.4. Limitation of Liability.
In no event shall the aggregate liability of KaizApp and its affiliates arising out of or related to these terms exceed the total amount paid by You hereunder for the KaizApp Services giving rise to the liability in the six months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Your payment obligations under the “payment” section above.
20.5. Exclusion of Consequential and Related Damages.
In no event will either party or its affiliates have any liability arising out of or related to these terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by applicable law.
20.6. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
21. FURTHER USERS
21.1. The Account Holder accepts and agrees that any Invited User designated by the Account Holder as a Team Leader within the Account Holder’s account is authorised to invite any other person with email of the same domain to join under the Account Holder’s account and the Account Holder agrees to pay all Subscription Fees due for all users regardless of whether the Account Holder personally invited those users.
21.2. Users with a different domain may also be added to the Account Holder’s account provided the Account Holder specifically approves such additional domain.
22. LINKING OF SOFTWARE
Any linking of other programmes or software to the Service is strictly prohibited and invalidates this agreement save where KaizApp has in writing expressly granted permission for such linking and is the gatekeeper for integrations.
23. UPDATES
We may update these Terms of Use from time to time. If we make significant changes, we will let you know but we ask to check this notice regularly to ensure you are aware of the most updated version. These Terms of Use were last updated on 15th November 2021.