Nulab API Terms of Use (Version 1)

Article 1 (Purpose)

1. These Terms of Use (hereinafter referred to as “API Terms of Use”) set forth the terms and conditions with which customers (hereinafter referred to as “API Users”) using the Application Programing Interface (hereinafter referred to as “Nulab API”) for the Nulab cloud service (hereinafter referred to as “Service”) provided on the Internet by Nulab, Inc. (hereinafter referred to as “Nulab”) must comply.
2. API Users shall comply with the API Terms of Use and all other rules and terms of use posted on https://developer.nulab.com/ (this page including all other pages linked from this page shall be hereinafter referred to as “Developer Page”) when using Nulab API.

Article 2 (Application of API Terms of Use)

1. API Users must agree with the provisions of the API Terms of Use prior to starting use of Nulab API, and the API service agreement (hereinafter referred to as “API Service Agreement”), which incorporates the API Terms of Use as part of such agreement, shall be formed when they start using Nulab API.
2. In cases where API Users agree with the API Terms of Use and use the Nulab API representing or on behalf of any corporate entities or other organizations (hereinafter referred to as “Entities”), such API Users shall be deemed to execute the API Service Agreement with the Entities’ consent and represent that they are authorized and liable to have the Entities which they belong to bound by the API Service Agreement. If API Users fail to have Entities which they belong to bound by the API Service Agreement, API Users who consented to the API Terms of Use and used Nulab API shall be entirely responsible with respect to such Entities, and Nulab may either fulfill or cancel the API Service Agreement at its option.
3. If a licensing provision or agreement executed between API Users and Nulab contains a special provision regarding the use of Nulab API, such special provisions will prevail over the API Terms of Use. In the event of any discrepancies or differences between the provisions of the API Terms of Use and those of Nulab Terms of Service, the provisions of the API Terms of Use will prevail with respect to matters related to Nulab API.
4. The API Terms of Use is prepared in Japanese. In the event of any differences between the translated version and the Japanese version of the API Terms of Use, the Japanese version will prevail.

Article 3 (Changes to API Terms of Use)

1. Nulab may, at its will, change the API Terms of Use. The revised API Terms of Use shall take effect against API Users and Entities, when Nulab notifies or informs API Users through the method prescribed by Nulab.   
2. API Users’ continued use of Nulab API following the aforementioned change to API Terms of Use constitutes acceptance of the revised API Terms of Use by API Users and Entities, and API Users and Entities must comply with such revised API Terms of Use.

Article 4 (Start of use of Nulab API)

1. Customers wishing to use Nulab API may use Nulab API employing the method prescribed by Nulab on the Developer Page.  API Users and other involved parties shall be entirely responsible for the management of Nulab API tokens, keys and any other similar codes used for authentication.
2. API Users shall, if separately requested by Nulab upon use of Nulab API, provide to Nulab information related to API Users and any services provided by API Users using Nulab API (hereinafter referred to as “API User Information”).  Nulab reserves the right to refuse API Users’ use of Nulab API if Nulab determines that such use is not appropriate based on API User Information.
3. In the case of the preceding paragraph, API Users shall provide true and correct information to Nulab. In no event shall Nulab be liable for any damage incurred by API Users or third parties as a result of API Users’ failure to provide true and correct information.
4. Notice from Nulab to API Users will be made as necessary, through Nulab’s website, electronic mail or other methods prescribed by Nulab.
5. Nulab shall handle personal information collected from API Users pursuant to paragraph 2, in accordance with Nulab’s Privacy Policy.

Article 5 (License)

1. Nulab grants access to the API for Users a non-exclusive and royalty-free license to use Nulab API under the condition that API Users comply with the provisions of the API Terms of Use and Developer Page. API Users may not transfer their right to use Nulab API to third parties.
2. API Users shall use Nulab API only for the purpose of development or provision of applications, services, etc. using Nulab API (such applications or services shall be limited to those not identical to services provided by Nulab, and shall be hereinafter referred to as “User Provided Service”.).
3. Notwithstanding the preceding two paragraphs, Nulab reserves the right to add restrictions imposed by Nulab on the scope of use of the applications, number of accesses, access time, display, etc., by notifying or informing individual API Users, and such API shall comply with such restrictions.
4. Nulab may monitor applications provided by API Users or websites created by API Users, for the purpose of ensuring the reliability of Nulab API. API Users represent and warrant that they will not interfere with such monitoring by Nulab.
5. If (i) the use of Nulab API is not appropriate from the perspective of API Users’ security or user protection, (ii) the provision of User Provided Service does not meet the requirements set forth in the API Terms of Use, or there exists such possibility or (iii) Nulab believes that, based on objective and reasonable grounds, there is a breach of the API Terms of Use, then Nulab may request such API Users to report and conduct an investigation, or restrict or suspend the use of Nulab API. Nulab reserves the right to suspend the use of Nulab API through operations on Nulab’s end.
6. Nulab reserves the right to alter at any time all or part of the specifications of Nulab API without any notice to API Users.

Article 6 (Intellectual property rights)

1. Intellectual property rights to Nulab API (which include copyrights, patent rights, trademarks and all other property rights. The same applies hereinafter.) belong to Nulab, and API Users shall not be entitled to obtain any of such rights except otherwise provided in the API Terms of Use.
2. API Users may not transfer to a third party any intellectual or other rights related to Nulab API.

Article 7 (API Users’ obligations)

1. API Users shall clearly indicate that the applications and their related services provided by API Users as User Provided Service are created and managed by API Users who shall have full responsibility, and clearly define the scope of responsibility of API Users and users of User Provided Service (hereinafter referred to as “Service User(s)”) in an easy-to-understand manner to Service Users so that Service Users will not be significantly disadvantaged in case of any foreseeable disputes, etc. between API Users and Service Users.    
2. API Users shall, in the operation of their applications and related services, comply with the Act on the Protection of Personal Information, Act on Specified Commercial Transactions, Act against Unjustifiable Premiums and Misleading Representations, Consumer Contract Act and other laws and regulations.
3. API Users shall, if they become aware of any unauthorized access, or information leakage, spillage, alteration, etc. due to authorized access or probability of such risks concerning the use of Nulab API or User Provided Service, immediately report to Nulab, investigate the cause and possible countermeasures, as well as take measures to prevent the spread of damage and reoccurrence (hereinafter referred to as “Damage Mitigation Measures”). In this case, Nulab may restrict or suspend the use of Nulab API until sufficient countermeasures and Damage Mitigation Measures have been undertaken.

Article 8 (Disclaimer and no warranty)

1. Nulab provides an API on an “as is” basis. In no event shall Nulab be liable for any damage or loss incurred by API Users as a result of additions or changes to the content of Nulab API or suspension or termination of Nulab API.
2. Nulab makes no warranty, express or implied, and disclaims all liability with respect to the following matters:
   
   1. Nulab API’s accuracy, reliability, completeness, dependability, usefulness, legality, lawfulness, validity, fitness for purpose, availability, etc.
   2. The absence of errors, bugs, troubles, interruptions or other defects, or absence of harmful information such as computer viruses in Nulab API.
   3. Any other matters similar to the above
3. Under no circumstances, Nulab shall be liable for a reduction in display speed, failure or other inconveniences caused by excessive access attempts to Nulab API or any other unforeseeable circumstances.
4. In no event shall Nulab be liable for any data breaches of information in linked applications or third party services (including servers, etc. used by API Users). In the event that Nulab receives from a third party a request or claim arising out of such data breach, etc., API Users shall compensate Nulab for any costs incurred by Nulab as a result of such request or claim.
5. Nulab does not have the responsibility to supervise or store information registered by API Users and Service Users.

Article 9 (Use of trademarks)

1. API Users may use Nulab’s trademarks when using Nulab API, creating applications or providing related services, in accordance with the method and within the scope prescribed in the Nulab logo guidelines and other related pages.
2. API Users shall, when using Nulab trademarks pursuant to the preceding paragraph, comply with the rules and instructions separately provided by Nulab, in addition to Nulab logo guidelines.
3. API Users shall, if requested by Nulab, indicate in User Provided Service or applications that Nulab trademarks were provided by Nulab.
4. Notwithstanding the preceding three paragraphs, Nulab may, if it finds any of API Users’ use of trademarks or press releases or announcements regarding User Provided Service to be inappropriate, seek an injunction, which API Users shall comply with.

Article 10 (Prohibited acts)

1. API Users shall not engage in any of the acts listed below:
   1. Interfering, destroying, restricting or putting stress on the proper performance of software, hardware, communication equipment of Nulab or a third party, by embedding a computer virus, etc., or any acts posing such risks; 
   2. Duplicating, altering, disassembling, decompiling or reverse engineering programs provided through Nulab API, or engaging in any similar acts;
   3. Accessing or collecting information in a way that deviates from the scope of normal use, using scraping, crawling (crawler, robot, spider or other program) or similar methods;  
   4. Altering, falsifying or analyzing Nulab API, Developer Page or any other materials or information provided by Nulab; 
   5. Using information collected through Nulab API or applications (including, but not limited to, information related to services and Nulab users’ information) for purposes other than that stipulated in Article 5, paragraph 2 or duplicate or alter Nulab’s services; 
   6. Selling, loaning, leasing or sublicensing access to Nulab API or Nulab services to a third party;
   7. Using a URL containing a string identical or similar to Nulab’s trademarks in creating applications;
   8. Submitting unauthorized or excessive requests to services through Nulab API, or attempting excessive access to or attack Nulab API (regardless of whether intentionally or negligently);
   9. Engaging in acts that make internet access points unidentifiable;
   10. Creating applications containing any of the following:
       
       1. Content violating laws, regulations or other social norms, or API Terms of Use, etc.; 
       2. Content infringing upon intellectual property and other rights of Nulab or third parties;
       3. Content involving criminal activities, discriminatory expressions or other content offensive to the public order; 
       4. Content not suitable for viewing by the general public including younger audiences; 
       5. Content indicating or implying a partnership with Nulab;
       6. Other content deemed inappropriate by Nulab;
   11. Carrying out any other acts similar to those listed above or acts prohibited by Nulab.
2. In the event that API Users engage in any of the acts stipulated in the preceding paragraph or Nulab believes such risk exists, Nulab reserves the right to, at its discretion, request API Users to stop providing all or part of the applications and their related services as well as delete all or part of the content, and API Users shall immediately comply with such request. Furthermore, in the event that Nulab believes that Nulab API is experiencing abuse or excessive use as a result of unauthorized or excessive requests as stipulated in item (8) of the preceding paragraph, Nulab may notify and warn API Users or account users (through electronic email or other method prescribed by Nulab).

Article 11 (Handling of User Information)

1. API Users shall appropriately manage personal information of Users and Service Users collected through Nulab API (hereinafter referred to as “User Information”) at their own responsibility and expense. API Users shall obtain prior written consent from Users and Service Users with respect to the purpose of use of User Information, and shall not sell or otherwise use User Information for purposes other than those for which users have consented.
2. Nulab may, if it finds the management of User Information by API Users to be inadequate, request API Users to take the measures that Nulab deems necessary.
3. API Users shall, if requested by Service Users, delete all User Information received from Nulab concerning such Service Users.
4. API Users shall, in handling User Information, comply with the Act on Protection of Personal Information and other laws, regulations, guidelines, etc.
5. API Users shall not use User Information for any purposes other than providing User Provided Service.

Article 12 (Discontinuation, suspension and termination)

1. Nulab reserves the right to suspend or stop the provision of Nulab API service without prior notice due to unavoidable circumstances such as system maintenance, communication line failure, etc. In this case, API Users shall not seek compensation or damages from Nulab with respect to such suspension or stoppage.
2. In addition to provisions in the preceding paragraph, Nulab reserves the right to suspend or stop the provision of Nulab API or access from applications for User Provided Service, at any time for any reason whatsoever, by notifying API Users or posting a notice on the website prescribed by Nulab. API Users shall not claim compensation or damages from Nulab with respect to such suspension or stoppage.

Article 13 (Damages or compensation by API Users)

1. API Users shall compensate Nulab in full (including attorney fees) for any damage incurred by Nulab, Users of the Service, Service Users or third parties as a result of a breach by such API Users of a provision stipulated in API Terms of Use or Developer Page.
2. API Users shall resolve any claims, invoices or any other disputes with Service Users or third parties in connection with the provision and management of User Provided Service, at their own responsibility and expense.
3. In the event that Service Users incur damage with respect to User Provided Service, API Users shall promptly investigate the cause and compensate for such damage incurred by Service Users except in cases where damages or compensation is not required under the terms of service for such User Provided Service.

Article 14 (Confidentiality)

1. API Users shall keep strictly confidential the specifications of Nulab API and other information regarding Nulab obtained through the use of Nulab API (hereinafter referred to as “Confidential Information”), and shall not disclose, provide or divulge to a third party, or use such information for any purposes other than the use of Nulab API, without Nulab’s prior written consent. The provisions of Article 11 apply to the handling of User Information.
2. API Users who received Confidential Information (hereinafter referred to as “Recipient(s)”) may disclose such information only to the employees who need to receive such information in order to use Nulab API and shall provide strict guidance and supervision so that such employees who received the information will not disclose, provide or divulge Confidential Information to a third party, or use Confidential Information for any purposes other than the use of Nulab API.  Recipients shall impose on their employees obligations equivalent to those they owe under API Terms of Use and be responsible for any and all acts of such employees.

Article 15 (Exclusion of anti-social forces)

1. Each API User shall covenant the following:
   1. The API User is, at present, not an organized crime group, organized crime group member, former organized crime group member who ceased to be a member less than 5 years ago, quasi-organized crime group member, company related to an organized crime group, corporate racketeer, group engaging in criminal activities under the pretext of conducting social campaigns, crime group specialized in intellectual crimes, or any other equivalent person or group (hereinafter collectively referred to as “Anti-Social Force(s)”).
   2. The covenanting party does not fall under any one of the following;
      1. It has a relationship in which its management is deemed to be controlled by Anti-Social Force;
      2. It has a relationship in which an Anti-Social Force is effectively involved with its management;
      3. It has a relationship in which that it makes inappropriate use of an Anti-Social Force with the intention of making an illicit profit for itself, its company or a third party or causing damage to a third party, etc.;
      4. It has or will have in the future a relationship in which it cooperates or is involved with the maintenance or operation of an Anti-Social Force by providing funding, etc. or convenience;
      5. An officer or employee effectively involved in management has a socially condemnable relationship with an Anti-Social Force
   3. The covenanting party does not engage or does not have a third party engage in any one of the following acts regarding the use of Nulab API:
      1. Making demands employing violence
      2. Making unreasonable demands beyond the legal entitlement
      3. Using intimidating words or acts or violence in business transactions
      4. Interfering with the operations or damaging the credit of the other party by spreading rumors or by the use of fraudulent means or force
      5. Engaging in any act equivalent to each item above
2. In case of a breach by API Users of a covenant in the preceding paragraph, Nulab may entirely or partially suspend the use of Nulab API without any notice. In this case, API Users shall have no right to make a claim against Nulab for any damage or loss resulting from the suspension of the use of Nulab API.
3. In case of a breach or risk of breach by API Users of a covenant under paragraph 1, Nulab may, in addition to the remedies provided in the preceding paragraph, suspend future use of all Nulab services or Nulab API by such API Users. In this case, the second sentence of the preceding paragraph shall apply mutatis mutandis.
4. In the event of a suspension of use by Nulab pursuant to the preceding two paragraphs, API Users shall immediately compensate for any damage incurred by Nulab.

Article 16 (Termination of API Service Agreement)

Nulab may immediately terminate API Service Agreement and suspend the use of Nulab API by API Users if API Users fall under any one of the following:

1. API User violates any of the provisions of API Terms of Use or Developer Page. 
2. Any bills or checks issued by API User are not honored and API User is subject to a disposition to suspend banking transactions from a clearinghouse, or a similar event arises. 
3. API User’s business license is revoked or suspended by a competent authority.
4. A disposition for attachment, provisional attachment or compulsory execution is carried out against API User (except in cases of third party obligors).
5. API User is suspended from or becomes incapable of making payments or becomes insolvent, or there is a reason for filing, or a petition is filed against or by API User, for bankruptcy, corporate reorganization proceedings, civil rehabilitation proceedings, special liquidation proceedings or other insolvency proceedings (including those amended or enacted after the execution of this agreement).
6. API User is dissolved, except in case of a merger. 
7. API User engages in any of the prohibited acts set forth in Article 10 of API Terms of Use. 
8. Any other grounds which makes it difficult to continue the agreement.

Article 17 (Assignment of rights)

API Users shall not transfer to or collateralize for third parties their rights or obligations under API Service Agreement, without Nulab’s prior written approval.

Article 18 (Independent party)

The relationship between Nulab and API Users shall be limited only as it relates to the terms stipulated in the API Terms of Use. Unless otherwise agreed in writing between the parties, in no event shall the execution of the API Terms of Use constitute a legal partnership, employment relationship, agent, collaboration or cooperation.

Article 19 (Severability)

If any provision of the API Terms of Use is held to be invalid, the validity of the remaining provisions herein will not be affected.

Article 20 (Governing law and jurisdiction)

The API Terms of Use are interpreted in accordance with the laws of Japan, and any litigation arising in connection with the API Terms of Use is subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.