These General Terms (the “Terms”) govern all order forms, purchase orders, or statements of works (collectively, “Order(s)”), provided by Rakuten USA, Inc (“Rakuten”) for RakuNest’s online event and business consulting services. Any contradiction between Order and the Terms will be resolved in favor of the Terms, unless the Order explicitly identifies the provision to be modified and overwritten by the Order. Rakuten may update these Terms from time to time by providing notice on its website and/or via electronic communication to you. By entering into or making an Order, you (the “Client”) agree to be bound by these Terms and any updates, as may be provided by Rakuten from time to time.

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1. Payment

All Orders for business consulting services (the “Consulting Services”) will be paid monthly, semiannually or annually, depending on the Consulting Services plan that Client signs up for, and are prepaid and non-refundable. Unless Client gives notice to Rakuten prior to the end of the current term, the Consulting Services will renew of an additional term of the same length. Client may give notice of non-renewal for Consulting Services anytime during the term, but prepaid fees will not be refunded. All Orders for online event services (the “Event Services”) are non-cancelable and non-refundable. Consulting Services and Event Services together are the “Services,” and may be terminated only for material breach by either party, upon 30 days prior written notice, if the breach is not cured within the notice period. For Event Services, non-attendance at events by Client, Client’s employees, and Client’s guests will not be grounds for a refund. For subscription services, you will be charged monthly, semiannually, or annually (based on the Consulting Services you signed up for) via the payment method you used to sign up.

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2. Ownership and Use of the Services
Rakuten owns and retains all rights to the Services. Client will not, and will ensure that it’s Approved Users do not, make copies of recorded materials provided by Rakuten. Only the individuals named within an Order (each an “Approved User”) may access the Services. Each Approved User will be issued a unique password, which may not be shared. Client agrees to review and comply with usage policies available on our website, including, to the extent you access our building or facilities, the RakuNest House Rules located here: https://www.rakunest.com/houserules. Rakuten may publish or provide additional guidelines for specific services or benefits with the Services, which will be incorporated into these Terms for any Client or users that use such Services. Client may have access to third party services and products through the Services, which shall be governed by, and Client agrees to comply with, separate terms of service provided by such third parties. 

You will abide by all applicable Terms of Service and/or Acceptable Use Policy of any technology and/or communications platform(s) made available for your use by RakuNest, including but not limited to Slack’s Acceptable Use Policy available at https://slack.com/acceptable-use-policy. You acknowledge that RakuNest may monitor and moderate all content on any communications platform it provides for your use, but is not obligated to do so.

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RakuNest Member Network
To the extent you have access to and the use of the RakuNest Member Network site the following terms apply:

• We will create a profile for you on the RakuNest Member Network. The created profile will include your photograph, name and your company name; any additional information shall be added solely as determined by you; Such profile will be viewable by us, our employees and agents, and other companies’ members.

• Even though member profiles are viewable by other members, you shall not use, access, disclose, or enable any third party to use, access, or disclose the information of other members to send unsolicited communications, promotions, advertisements, solicitations, or spam or for any commercial purposes outside the Services without the express prior consent of that individual.

• You acknowledge that RakuNest may share your membership information with its third-party partners or other related services, but you may opt out of this sharing when it involves targeted or direct marketing to you.  See RakuNest’s Privacy Policy at https://www.rakunest.com/privacy-policy for more information.

• You may not take, copy, sell, share, distribute, transfer, destroy, or use any information or intellectual property belonging to other companies or their members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;

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3. DISCLAIMER OF WARRANTIES.
Rakuten does not guarantee any business results or growth from Client’s use of the Services, and Client acknowledged that the various unknown of the market’s it engages in create uncertainty that cannot be attributed to the quality of Rakuten’s Services.   THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND RAKUTEN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES; AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. RAKUTEN SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.

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4. Client Confidential Information.
Rakuten agrees to keep confidential any Client-specific information communicated by Client to Rakuten in connection with any Order that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 30 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Rakuten; (3) entered the public domain through no fault of Rakuten subsequent to Client's communication to Rakuten; (4) is in Rakuten’s possession free of any obligation of confidence at the time of Client's communication to Rakuten; or (5) is communicated by the Client to a third party free of any obligation of confidence. Additionally, Rakuten may disclose such information to the extent required by legal process.

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5. Data Protection.
In performing its obligations under any Order, Rakuten and Client will each comply with all applicable data privacy legislation. In providing the services Rakuten shall comply with its global privacy policy available at Privacy Policy.

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6. Miscellaneous

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(a) Assignability.
All Orders, these Terms, and the rights granted to Client hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to a successor to substantially all of the business or assets of a party by merger or acquisition. 

 

(b) Arbitration.
Any unresolved dispute under these Terms shall be decided by arbitration conducted in San Mateo, CA before a single arbitrator under the administration of AAA, in accordance with AAA’s then current rules. The decision of the arbitrator shall be final and binding, and the award may be entered in any court having jurisdiction. 

 

(c) Applicable Law.
The Terms and all Orders shall be governed by and construed in accordance with the procedural and substantive laws of the State of California, without reference to its conflict of law principles.

 

(d) Use of Name, Trademark, and Logo.
Absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other in promotional materials, publicity releases, advertising, or any other similar publications or communications.

 

(e) No Third-Party Beneficiaries.
The Terms and all Orders are for the benefit of the parties only.

 

(f) Copies and Recording.
Client will not make any copies of reports or other information provided by Rakuten, except the limited numbers necessary for its use of the Services; will not record any event hosted by Rakuten; and will not use the Services to create or as the basis for its own services that are similar to the Services.