Terms of Service

Effective: Mar 1, 2021


This Agreement of Services (“Agreement”), governs “Kiara”, a multi-language translation bot service provided on Slack®, including Kiara website and other Kiara’s websites provided and to be provided by Kiara Inc. (“Kiara”) (collectively, “Services”).


For the avoidance of doubt, any services or functions provided by Slack Technologies, Inc. (collectively “Slack®”) are governed by Slack® Customer Terms of Service, and not be construed as a part of Kiara nor other services provided by Kiara.


1.Enterprise user


If you are entering into this Agreement on behalf of a legal entity such as company or school, you represent that you have the authority to bind said legal entity


(“Enterprise”) to this Agreement, in which case references to “you” in this Agreement shall mean said Enterprise. If you do not have such authority, you must not accept this Agreement and may not use Services.


You and other users who access and make use of Services as members of Enterprise (“Enterprise Members”) are jointly responsible for Enterprise Users’ use of Services as well as compliance with this Agreement. Any violation of this Agreement by any of Enterprise Members shall be deemed to be a violation thereof by you.


2.Licenses


In consideration for your agreement to this Agreement and your payment of all applicable Fees, Kiara grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of Services.


3.Signup


By completing the signup process for Kiara, you are agreeing to subscribe to Kiara, subject to the terms and conditions of this Agreement. You agree to provide Kiara with accurate and complete information for signup and to promptly notify Kiara if and when any changes to any such information arises.


4.Fees


For Kiara’s counting up a number of characters translated by Kiara, any and all characters posted by all individuals and bots in a single Slack® room designated by you are subject to said counting up for billing of Services.


a.Trial

If you have signed up to use Services on a trial basis, then you may use Services and Software up to the number of characters per month as described on Kiara’s website.


b.Fees

Your (and Enterprise Users’ if applicable) access to or use of Services shall be contingent upon your payment of all applicable fees as described on Kiara’s website (“Fees”). Upon your signup for Services, you will be required to designate a valid payment method on Stripe®. You hereby authorize Kiara to charge to your designated account all Fees relating to Services you select, and you agree to pay all such Fees via Stripe® payment service.


Kiara may revise its Fees, including by increasing or adding new Fees, at any time on fourteen (14) days’ prior notice. Such notice may be sent to you via email, by posting on the Kiara’s website or any other manner chosen by Kiara in its sole discretion. Your use of Services after the fourteen (14) day notice period shall be deemed to be your acceptance of said notice and constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription by following the instructions below.


c.Renewal


Your subscriptions of Services is and will be renewed automatically at the subscription level(s) and Fees in effect at the time the then-current subscription term ends. you may cancel your subscription by following the instructions below.


5.Termination and refund


a.Your cancellation


You may cancel your subscription at any time from your account settings you can access by signing in Kiara’s website.


Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and Kiara will not prorate any Fees paid for a subscription that is terminated before the end of its term.


b.Termination by Kiara


Kiara may deny you access to all or any part of Services or terminate your account with or without prior notice if you engage in any conduct or activities that Kiara determines, in its sole discretion, violate this Agreement or the rights of Kiara or any third party, or is otherwise inappropriate.


c.Upon termination


Upon termination of your account (or the account of Enterprise which you are its Enterprise User) for any reason, your right to use the Services will immediately cease.


All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.


6.Access to Services


You are solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect, access or otherwise use Services, including, but not limited to, modems, hardware, software, internet service, telecommunications capacity, and Slack® account.


7.User Content


a.Your responsibility


You are solely responsible for all text or other content you upload, send or receive in connection with Services (“User Content”). Kiara is not responsible for the loss, corruption or other changes to User Content.


b.License of User Content


You represent and warrant that you own or have a valid and enforceable license to use all User Content and that no User Content infringes, misappropriates or violates the rights (including, but not limited to any intellectual property rights) of any person or entity.


By uploading or sending any User Content, you give Kiara a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store, use and translate your User Content in connection with the provision of Services and to improve the algorithms underlying Services.


8.Changes to Services or Agreement


We may modify the terms and conditions of this Agreement at any time on fourteen (14) days’ prior notice. Such notice may be sent to you via email, by posting on the Kiara’s website or any other manner chosen by Kiara in its sole discretion. Your use of Services after the fourteen (14) day notice period shall be deemed to be your acceptance of said notice and constitutes your acceptance of the new or modified Agreement. If you do not agree to the modified Agreement, you may cancel your subscription by following the instructions above.


Kiara may at any time to

i.change any information, specifications, features or functions of Services;

ii.suspend or discontinue, temporarily or permanently, any or all of Services, including the availability of any feature, database or content; or

iii.impose limits on certain features and Services or restrict access to parts or all of Services, in each case with or without prior notice and without any liability to you or any third party.


9Links to third party sites


Any and all services offered or provided by third parties, including, but not limited to Slack®, are not a part of Services or any other services offered or provided by Kiara. Kiara does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such services.


10.Consent to receive email


Kiara may contact you with direct marketing messages such as product announcements, software updates, and special offers. You may opt out of such messages at any time by clicking the “unsubscribe” link found within Kiara’s messages and changing your contact preferences. You will continue to receive transactional messages related to Services, even if you unsubscribe from marketing messages.


For EEA users: Kiara only sends marketing messages to users located in the EEA with your prior consent.


11.Data collection and privacy


Kiara’s information practices are described in and in accordance with Kiara Privacy Policy.


12.Ownership


a.Each IP rights


All intellectual property rights (“IPR”) in and to your User Content are and shall remain your property, and Kiara shall acquire no right of ownership with respect to your User Content.


All IPR in and to Services and other Kiara’s IPR is and shall remain the sole property of Kiara (and its licensors if applicable), and you shall acquire no right of ownership or use with respect to them except as specified in this Agreement.


b.Your voluntary feedback


You may from time to time provide Kiara with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding Services and/or any of Kiara’s related technologies (“Feedback”). All Feedback shall be exclusively owned by Kiara, and you hereby make all assignments necessary to accomplish the foregoing ownership.


13.Indemnity


You shall indemnify and hold harmless Kiara and its directors, employees and agents, from and against any loss, liability and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to Services, violation of this Agreement, or infringement of any IPR or other right of any person or entity.


14.Warranty disclaimers


EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED “AS IS,” AND KIARA EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, KIARA DOES NOT WARRANT THAT YOUR USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT KIARA WILL REVIEW YOUR DATA FOR ACCURACY OR THAT KIARA WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. KIARA CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT KIARA’S SECURITY MEASURES OR THOSE OF KIARA’S THIRD-PARTY SERVICE PROVIDERS. KIARA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE KIARA’S REASONABLE CONTROL.


15.Limitation of liability


EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF KIARA’S IPR, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE SERVICES ON TRIAL BASIS, AND IN THIS CASE, IF KIARA IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN KIARA’S AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED (100) USD.


16.Governing law


This Agreement will be governed by and construed in accordance with the laws of Japan, without regard to principles of conflicts of laws.


17.Jurisdiction


With respect to any disputes between you and Kiara arising from or in connection with Services or this Agreement, each party submits to the exclusive original jurisdiction of the Tokyo District Court of Japan.

18.General provisions


a.Force Majeure


If Kiara is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control (whether or not involving employees of Kiara) (“Force Majeure Event”), Kiara will have no liability to you for such failure to perform. If any Force Majeure Event continues for more than sixty (60) days, either Kiara or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day Services were available.


b.No Assignment


You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Kiara. Kiara may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.


c.Severability


If one or more of the provisions of this Agreement is (are) for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).


d.No implied waiver


The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.


e.Entire Agreement


In all other cases, this Agreement constitutes the entire agreement between you and Kiara with respect to its subject matter and supersedes all prior communications and proposals, whether electronic, oral or written, between Kiara and you. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.