Terms and Conditions
These Terms and Conditions (these “Terms”) apply to all online courses (“Courses”), website content, and other online contents (collectively, “Programs”) offered by CosBE incorporated (“CosBE”, “we” or “us”) on our website at https://international-school.cosbe.inc (the “Website”). By accessing the Website, or otherwise signifying your acceptance of these Terms, you agree to these Terms.
1. Program Content
1.1Content. Each Program contains a variety of: (i) materials and other items relating to CosBE, our products and services, likeness and image, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, show content, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Program, and the compilation, assembly, and arrangement of the materials of the Program and any and all copyrightable material; (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of CosBE (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
1.2Ownership. The Programs and the Content are owned or controlled by CosBE, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Program is the property of CosBE or our licensors or certain other third parties, and is protected by Japan’s and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. CosBE owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Program.
1.3Limited License. Subject to your strict compliance with these Terms, CosBE grants you a limited, nonexclusive, revocable, nonassignable, personal, and nontransferable license to: (i) display, view, use, play, and/or print one copy of the Content on a personal computer, mobile phone or other wireless device, or other Internet enabled device for your personal, noncommercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in CosBE’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content. When using the Program, you must respect the intellectual property and other rights of CosBE and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
2.Program and Content Use.
2.1General. You agree that you will not:
(i) use the Program for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products);
(ii) engage in any activities through or in connection with the Program (including but not limited to sending or posting messages, images, articles, photographs or movies) that attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to CosBE;
(iii) reverse engineer, decompile, disassemble, reverse assemble, or modify any Program source or object code or any software or other products, services, or processes accessible through any portion of the Program;
(iv) engage in any activity that interferes with a user’s access to the Program or the proper operation of the Program, or otherwise causes harm to the Program, CosBE, or other users of the Program;
(v) interfere with or circumvent any security feature of the Program or any feature that restricts or enforces limitations on use of or access to the Program, the Content, or the User-Generated Content (defined below);
(vi) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Program, including e-mail addresses, without the express consent of such users);
(vii) attempt to gain unauthorized access to the Program, other computer systems or networks connected to the Program, through password mining or any other means;
(viii) submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs, or other items of a destructive nature;
(ix) “frame” or “mirror” any part of the Program;
(x) remove any copyright, trademark, or other proprietary rights notices contained on the Program;
(xi) use any computer program, bot, robot, spider, offline reader, site search/retrieval application, or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the Content or the Program;
(xii) take any action that imposes or may impose (in CosBE’s sole discretion) an unreasonable or disproportionately large load on our infrastructure; or (xiii) otherwise violate these Terms.
2.2Content Use Restrictions. You also agree that, in using the Program: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Program by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of CosBE’s or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of CosBE or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
2.3Rules and Instructions. You agree that you will at all times strictly comply with these Terms as well as the policies, rules and regulations from time to time set forth by CosBE in relation to the Program, and follow any and all instructions given by us or our instructors. Such instructions may include, but not limited to, turning your camera on, and communicating in English.
2.4Availability of Program and Content. CosBE may immediately suspend or terminate the availability of the Program and Content (and any elements and features of them), in whole or in part, for any reason, (including, but not limited to, your Internet connection and other learning environment, your violation of these Terms, availability of services of our third-party service providers, system maintenance and update, reboot of servers, natural disasters, system downs and failures) in CosBE’s sole discretion, and without advance notice or liability.
2.5Reservation of All Rights Not Granted as to Content and Program. These Terms include only narrow, limited grants of rights to Content and to use and access the Program. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by CosBE and our licensors and other third parties. Any unauthorized use of any Content or the Program for any purpose is prohibited.
3.Membership Registration.
3.1Registration. To access and use the Program, you need to complete membership registration. In the process of registration, we may request you to attend a trial session, in which you need to prove your English proficiency and Internet connection.
3.2Denial of Registration. CosBE reserves the right to reject your membership registration whose membership registration has been revoked in the past or those whom for any reason CosBE deems unqualified. In no event shall CosBE be required to disclose the reason for rejection of registration to you.
3.3Accurate Information. You agree to provide only accurate, complete information, and you will keep that information up-to-date if it changes. When you register, you need to submit your name, a valid email address, and/or other information we may require. You agree to register in good faith and not to misrepresent the identity of another person or company. CosBE is not responsible for the accuracy of the information provided. Any membership which have been registered with another person’s email address or with temporary email addresses may be closed without notice. CosBE may require users to re-validate their Accounts or user profile if CosBE suspects use of an invalid email address.
3.4Account Security. You are solely responsible for maintaining the confidentiality of user profile, log-in details and password and should not share these with any other party. You are fully responsible for all activities that occur under your user account (the “Account.”) You agree to notify CosBE immediately if you suspect any unauthorized use of your Account or your user profile or any other breach of security. CosBE cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
4.User-Generated Content
4.1General. You may from time to time post, upload, display, publish, distribute, transmit or otherwise make available through the Program, messages, text, files, comments, responses, information, content, results, reviews, suggestions, your image, likeness and voice, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
4.2Non-Confidentiality of Your User-Generated Content. You agree that: (a) your User-Generated Content will be treated as non-confidential—regardless of whether you mark them “confidential,” “proprietary,” or the like—and will not be returned; and (b) CosBE does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk.
4.3License to CosBE of Your User-Generated Content. You hereby grant to CosBE, our successors and assigns, and you agree to grant to CosBE, our successors and assigns, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, resell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to CosBE to your User-Generated Content, you also hereby grant to CosBE, and agree to grant to CosBE, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4.
5. Notices
You agree that: (i) CosBE may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the Website, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your contact information by updating your user information.
6. Linked-To Websites; Advertisements; Dealings with Third Parties
6.1Linked Services; Advertisements. The Programs may contain links, as part of third-party ads on the Programs or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with CosBE. CosBE may have no control over the content, operations, policies, terms, or other elements of Linked Services, and CosBE does not assume any obligation to review any Linked Services. CosBE does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, CosBE is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, CosBE will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services. CosBE disclaims all liability in connection therewith.
6.2Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Programs (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). CosBE disclaims all liability in connection therewith.
7. Payments and Vouchers
7.1Fees. You agree to pay all fees as set out separately by CosBE (the “Fees”) by the due date as indicated by us.
7.2Payment Method. The method of payment is separately indicated by us.
7.3Failure to Pay. If you fail to meet your payment obligations, you may not enroll in any Program. Further, without prejudicing CosBE’s rights to recover any overdue payments, your membership may be suspended or terminated without written notice to you.
7.4Vouchers. We may from time to time issue and/or distribute vouchers (“Vouchers”) that may be used for payment or discount of the Fees. Vouchers are non-refundable and non-transferable. CosBE is not responsible for loss, theft or unauthorized use of any Voucher. Vouchers are valid for use until the expiration date as indicated on each Voucher; the Vouchers that have not been used before the expiration date shall not be refundable.
7.5Latest Information. The latest terms of the Vouchers and other discounts are disclosed on the Website, which may change from time to time without notice. Only the latest terms shall apply; it is your responsibility to check the Website before using the Vouchers and applying for discounts.
8. Restriction or Termination of Your Membership
8.1Your Right to Terminate. You may terminate your membership at any time by the method as separately set out by us. Termination shall be effective as of the date designated by us.
8.2Restriction or Termination by CosBE. CosBE may restrict or terminate your membership without any notice to you if:
(i)you violate, or fail to fulfill your obligations under, these Terms;
(ii)you fail to make any payments of your Fees; or
(iii)CosBE reasonably suspects that you are engaging in illegal, improper or harmful conduct in the Program.
In the event that CosBE terminates your membership in accordance with this Section 9.2, termination will be immediately effective, or on the date specified by CosBE.
8.3Fees not Refunded. The Fees you paid before the termination shall not be refunded.
8.4Effect of Termination. Upon termination of your membership by CosBE, your access to the Program will be deactivated. Termination of membership shall be without prejudice to the rights of CosBE against you in respect of anything done or omitted under this Agreement prior to such termination or expiration.
9. Disclaimer of Representations and Warranties; Limitation of Liability
9.1YOUR ACCESS TO AND USE OF ANY PROGRAM IS AT YOUR SOLE RISK. ALL PROGRAMS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, CosBE and each of our employees, agents, Program guests, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Indemnified Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(i)any Program (including the Content and the User-Generated Content);
(ii)the functions, features, or any other elements on, or made accessible through, any Program;
(iii)any products, websites or instructions offered or referenced at or linked through any Program;
(iv)security associated with the transmission of your User-Generated Content transmitted to CosBE via any Program;
(v)whether any Program or the servers that make any Program available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device);
(vi)whether the information (including any instructions) on any Program is accurate, complete, correct, adequate, useful, timely, reliable or safe;
(vii)whether any defects to, or errors on, any Program will be repaired or corrected;
(viii)whether your access to any Program will be uninterrupted, timely, secure or error-free;
(ix)whether any Program will be available at any particular time or location; and
(x)whether your use of any Program is lawful in any particular jurisdiction.
9.2EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
9.3.Sections 9.1 and 9.2 shall not apply in case there is negligence or willful misconduct on the part of the relevant Indemnified Parties.
9.4In case there is negligence (other than gross negligence) on the part of the relevant Indemnified Parties, THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF ANY PROGRAM AND YOUR RIGHTS UNDER THESE TERMS, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COSBE TO ACCESS THE PROGRAM OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S), AND, TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY INDEMNIFIED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES.
9.5In addition to those set forth in Sections 9.3 and 9.4, some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
9.6In no event shall CosBE be responsible for other user’s acts or omissions.
10. Updates to Terms
These Terms, in the form posted at the time of your use of the applicable Program to which it applies, shall govern such use (including transactions entered during such use). AS OUR PROGRAMS EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH COSBE OFFERS THE PROGRAMS MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAMS UNDER THE TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE ANY PROGRAM YOU ARE ENTERING INTO A NEW AGREEMENT WITH COSBE ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS (THE “ADDITIONAL TERMS”) BY POSTING THEM ON THE WEBSITE, AND THAT YOUR ACCESS TO ANY PROGRAM AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of use each time you use any Program (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that CosBE posts them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Program will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. You should frequently check our website and the e-mail you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised, or Additional Terms by terminating your membership.
11. General Provisions
11.1Indemnity. You agree to, and you hereby, defend, indemnify, and hold Indemnified Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Indemnified Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of any Program and your activities in connection with any Program; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of any Program or your activities in connection with any Program; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Indemnified Parties’ use of the information that you submit to CosBE (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Indemnified Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Indemnified Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Indemnified Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an Indemnified Party.
11.2Operation of the Programs; Availability of Products and Services; International Issues. The Programs are operated in Japan, and are primarily intended for users located in Japan. CosBE makes no representation that any Program is appropriate or available for use outside Japan. If you participate in the Programs from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. CosBE reserves the right to limit the availability of the Programs, Courses and/or the provision of any content, program, product, service, or other feature described or available on the Programs to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and CosBE disclaim any application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods.
11.3Severability; Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
11.4Termination; Survival. CosBE reserves the right, without any limitation, to discontinue, cancel or change any Program or Course, in whole or in part, or suspend or terminate your access to it, in whole or in part at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to CosBE under these Terms. Upon suspension or termination of your access to any Program, or upon notice from CosBE, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue access to the Programs. The provisions of these Terms (including the terms applicable to User-Generated Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to CosBE in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, and choice of law.
11.5Assignment. CosBE may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of CosBE.
11.6No Waiver. Except as expressly set forth in these Terms: (i) no failure or delay by you or CosBE in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict CosBE’s right to amend these Terms as otherwise permitted herein.
11.7Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet website provider, mobile service, and other services needed for your access to the Programs and you will be responsible for all charges related to them.
11.8Governing Law and Jurisdiction. These Terms (including the Additional Terms) shall be governed by the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction of the first instance over any and all disputes that arise in connection with these Terms or the Program.
