• These “Software as a Service” Terms and Condition is between the entity you represent (“you” or “your”), and TeamsWork, a branch of Kitameraki Ltd, (“ “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Software as a Service Terms and the Offer Details for your Subscription or renewal (together, the “agreement”). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable. Key terms are defined in Last Section.

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• Use of Software as a Service.

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• Right to use. We grant you the right to access and use the Software as a Service (ex: TeamsWork Ticketing app) and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.

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• Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Software as a Service. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in these Software as a Service Terms and Condition.

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• End Users. You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.

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• Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Software as a Service to you without violating the rights of any third party or otherwise obligating to you or to any third party. TeamsWork does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law. You are also responsible to notify End Users of your policies with respect to Customer Data and ensuring that processing of the Customer Data is conducted as required by applicable law.

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• Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Software as a Service. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Software as a Service.

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• Admin for TeamsWork App. If you’re representing an organization, or if you are the first user subscribing to a TeamsWork App representing a group of co-workers or business partners, you are the Customer entering into this agreement, and you represent you have the authority to do so. When you invite an individual to use a TeamsWork App, or when users you have invited invite a new individual, you are taking additional responsibilities with respect to the use of a TeamsWork App by that individual. As such, your provision of a TeamsWork App remains subject to the Software as a Service Terms, including the ownership and management of Customer Data by you. For example, you control the processing of Customer Data, and provide authorization to TeamsWork to process Customer Data, and instructions on processing the Customer Data to TeamsWork. Your instructions may include access, control, use, and deletion of Customer Data, and you remain responsible to all obligations under the Software as a Service Terms. Further, you (i) control and administer your account and that of End Users, including modifying and terminating access, and (ii) you may access and process your data, and that of End Users, included contents of communications and files. End Users may also submit requests regarding administrative operations of their account, such as deletion, access, and control of Customer Data, provision and deprovisioning access to the Product, manage teams and channels, manage access permissions. Please review the Software as a Service Terms for additional information. Any administrative and representative function exercised by you may be transferred and re-assigned to another individual. You agree to take any actions reasonably requested by TeamsWork to facilitate the transfer of administrative function or representation to another individual. That may include providing data breach notifications to End Users within 72 hours of receiving knowledge of a security breach of Customer Data. You also agree to ensure that all End Users are over the age of 16 years old as TeamsWork Apps are intended for users over the age of 16. TeamsWork App offer and plans subject to change, deprecation, or termination at any time by TeamsWork for any reason, as described in Section 3 of this agreement.

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• Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g. an employer or school) to order an Online Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Software as a Service. In such a case, your organization’s designated administrator (your “admin”) may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. TeamsWork may inform you that your organization has assumed control of the Software as a Service covered by your Subscription, but TeamsWork is under no obligation to provide such notice. As your organization is administering your use of the Software as a Service or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator.

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• Directory Data. When you subscribe to a TeamsWork App using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school, We add your contact and subscription data (name, date of signup, and email address) to a directory of users.

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• Additional Software for use with the Software as a Service. To enable optimal access to and use of certain Software as a Service, you may install and use certain Software in connection with your use of the Online Service as described in the Software as a Service Terms. We license Software to you; we do not sell it. Proof of your Software license is your subscription confirmation. Your rights to access Software on any device do not give you any right to implement TeamsWork patents or other TeamsWork intellectual property in software or devices that access that device.

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• Purchasing services

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• Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:

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• (i) Commitment Offering. You commit in advance to purchase a specific quantity of Software as a Service licences (“users, “seats”) for use during a Term and to pay upfront or on a periodic basis in advance of use. Committed quantities not used during the Term will expire at the end of the Term.

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• (ii) Limited Offering. You receive a limited quantity of Software as a Service for a limited term without charge (for example, as a trial Subscription or free account). Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.

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• Ordering.

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• (i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Software as a Service are offered on an “as available” basis.

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• (ii) Some offers may permit you to modify the quantity of Software as a Service ordered during the Term of a Subscription. Additional quantities of Software as a Service added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below.

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• Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.

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• For Commitment Offerings, the price level is based on the quantity of Software as a Service licenses you ordered. Some offers may permit you to modify the quantity of Software as a Service licenses ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Software as a Service will not be increased, as to your Subscription, from those posted in the Portal at the time your Subscription became effective or was renewed. All prices are subject to change at the beginning of any Subscription renewal.

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• Renewal. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription. For Limited Offerings, renewal may not be permitted.

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• Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

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• If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

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• Term, termination, and suspension

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• Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

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• Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective. Once the termination is effective, the subscriber will no longer have access to the subscribed services. In the event of termination, it is the responsibility of the subscriber to backup and export any necessary data from the system before the subscription expires. TeamsWork will not be liable for any data loss or retrieval after termination.

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• No Refund Policy. We do not offer refunds for any remaining subscription period, regardless of the subscription period (monthly, yearly, etc.). We recommend reviewing the subscription details and ensuring the suitability of our product before making a commitment.

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• Limited Offerings. TeamsWork may terminate your Subscription to a Limited Offering at any time during the Term immediately without notice.

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• Suspension. We may suspend your use of the Software as a Service if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement; or (5) for Limited Offerings, the Subscription becomes inactive from your failure to access the Online Services as described in the Offer Details. If one or more of these conditions occurs, then for all Subscriptions, a suspension will apply to the minimum necessary part of the Software as a Service and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Software as a Service is suspended more than twice in any 12-month period.

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• Warranties.

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• Limited warranty.

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• (i) Software as a Service. We warrant that the Software as a Service will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.

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• (ii) Software. We warrant for one year from the date you first use the Software that it will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.

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• Limited warranty exclusions. This limited warranty is subject to the following limitations:

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• (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;

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• (ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;

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• (iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and

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• DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. We do not warrants or represents that TeamsWork Apps service will be uninterrupted, error-free or secure. Customer acknowledges that there are risks inherent in Internet Connectivity that could result in loss of customer’s privacy, data, confidential information, and property. These disclaimers will apply except to the extent applicable law does not permit them.

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• Miscellaneous.

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• Notices. Notices must be in writing and will be treated as delivered on the date received at the email transmission date. Notices to TeamsWork must be sent to the following email address: contact@teamswork.app

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• Notices to you will be sent to the address that you identify on your account as your contact for notices. TeamsWork may send notices and other information to you by email or other electronic form.

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• License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without TeamsWork’s consent.

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• Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

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• Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

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• No agency. This agreement does not create an agency, partnership, or joint venture.

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• No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

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• Applicable law and venue. This agreement is governed by Hong-Kong law, without regard to its conflict of laws principles.

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• Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Software as a Service Terms, (2) the applicable Offer Details, and (3) any other documents in this agreement.

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• Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Software as a Service)). This Section will not, however, apply to your payment obligations under this agreement.

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• Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

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• Definitions.

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• Any reference in this agreement to “day” will be a calendar day.

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• “Acceptable Use Policy” is set forth in the Software as a Service Terms.

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• “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.

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• “Consumption Offering”, “Commitment Offering”, or “Limited Offering” describe categories of Subscription offers 

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• “Customer Data” is defined in the Software as a Service Terms.

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• “Customer Solution” is defined in the Software as a Service Terms.

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• “End User” means any person you permit to access Customer Data hosted in the Software as a Service or otherwise use the Software as a Service, or any user of a Customer Solution.

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• “Offer Details” means the pricing and related terms applicable to a Subscription offer, as published in the Portal.

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• “Software as a Service” means any of the TeamsWork-hosted services to which you subscribe under this agreement.

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• “Product” means any Online Service (including any Software).

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• “Software” means a TeamsWork software we provide for installation on your device as part of your Subscription or to use with the Online Service to enable certain functionality.

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• “Subscription” means an enrollment for Software as a Service for a defined Term as specified on the Portal.

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• “Term” means the duration of a Subscription (e.g., 30 days or 12 months).