Nulab Terms of Service (Version 3)

This is not the latest version. (Current version)

Section 1 (Purposes)

1. These terms (“Terms”) provide the terms applicable where any services (“Services”) offered by Nulab Inc. (“Nulab”) is used. The users (“User”) of the Services are to comply with the Terms in using the Services.
2. Please note that besides the Terms, there are separate rules (including, but not limited to, helps and notes) that Nulab may set out in the Services, which are to be incorporated into the Terms.

Section 2 (Account and Password)

1. Each individual User is to have one account.
2. Password to an account is to be set out by the User under the terms decided by Nulab (e.g. alphanumeric combination not easily guessed).
3. The account and password are to be maintained by the User on the User’s own responsibility. Should the account be used by a third party, Nulab will not in any way be responsible for it.

Section 3 (User’s Information)

The User is to provide Nulab with the User’s information immediately upon Nulab’s request.

Section 4 (Alteration of the User’s Information)

1. Where the User’s information provided by the User to Nulab needs to be altered, the User is forthwith to inform Nulab of it in the manner Nulab requests.
2. Where the preceding alteration has not been informed to Nulab (or is late in being informed or is inaccurate); where any communication, notification or request etc. given by Nulab does not reach or is late in reaching the User; therefore where the User sustains any loss or damage, Nulab is not in any way responsible for it.

Section 5 (Notice/Communication)

1. Any notification/communication between Nulab and the User is to be made in the manner Nulab requests.
2. Any communication from Nulab to the User is to be considered to have reached the User at reasonable time in any communication measures taken.

Section 6 (Prohibitions)

In using the Services, acts in the following items are prohibited.

1. Any act that is against any one of the provisions of the Terms;
2. Any unusual access that is other than usual use of the Web browser;
3. Any act to place a heavy load on the system by putting a large amount of requests on the Web site or application (“Site etc.”) of the Services;
4. Any act to let a third party use the Services;
5. Any act to transfer or loan an account to another person;
6. Any act to use other person’s account and/or password without being authorised by the User of the account;
7. Any act equivalent to act of unlawful access or cracking;
8. Any act that is against laws and regulations;
9. Any act that is related to criminal activities;
10. Any act to reprint, copy, reproduce, forward, abstract, reprocess, amend or have transmittable, the Services; any act to make secondary use of the Services; or any act to loan, sell, redistribute or make public transmission of, the Services; or any act to sub-license etc. to a third party for usage of the Services;
11. Other than the acts in the preceding items, any act to infringe intellectual property rights such as copyrights and patent rights;
12. Any act that is against public good order;
13. Any act that would be considered as socially inappropriate; or
14. Any act that Nulab decides as inappropriate.

Section 7 (Suspension to use the Services/Termination of the user account)

1. Where any one of the events described in the following items is applicable to the User, Nulab may terminate the entire or part of the agreement (“Service Agreement”) on the Terms with the User or request the User to cease using the Services from then on; or deregister the account of the User.
   1. Where any part of the content of the registration of the User is false;
   2. Where the User does not provide the User’s information despite of Nulab’s request;
   3. Where the User makes a prohibited act;
   4. Where Nulab decides that the User has not paid, is not able to pay or will fail to pay, the charges for the use of the Services;
   5. Where the credit card company for the credit card of the User declines to pay the charges for the use of the Services;
   6. Where the Services have not been used for more than 180 days;
   7. Where a competent administrative body revokes or suspends a business permit of the User;
   8. Where the User stops payments or becomes insolvent, or where the User’s cheque or note is bounced or dishonored;
   9. Where the User has its assets seized, put under provisionary seizure, put under provisionary dispossession, put under auction, or where the User has been made to sell to pay tax and duty;
   10. Where the User petitions or has petitioned, the commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure or special liquidation procedure;
   11. Where the User dissolves (except for dissolution by merger）or effectively suspends or ceases its businesses;
   12. Where Nulab decides that there has been a material change in the User’s assets or credit standing and that the User might have difficulty to perform its obligations under the Terms; or
   13. Any other situations where Nulab decides that it would be inappropriate to let the User continue using the Services.
2. In any one of the events in the preceding clause, the User is to lose benefit of time regarding any payment or obligation to Nulab without any notice or demand from Nulab, and the User is to pay any and all payments or obligations once and for all.  
3. Where the User sustains any loss or damage by the Service Agreement being terminated or the Services being suspended from using or the user account being deregistered, Nulab is in any way not liable for the loss or damage.

Section 8（Anti-Social Forces）

1. The User and Nulab hereby represent and assure to each other the followings:
   1. that the party is a person/entity who is not a violent association or a member of a violent association; who has not been a member of a violent association since five (5) years before; or who is not an equivalent body to a violent association or an entity associated with a violent association/s, a corporate racketeer, a rogue under cover of a social activist, a white collar association who is in fact a core body of criminal associations using threats or violence of or financial connection with, anti-social associations, or its equivalent association (collectively “Anti-Social Body”).
   2. that the party does not and will not have any relationship with the Anti-Social Body, in which the party uses the Anti-Social Body for the purpose of illegal/ fraudulent /corruptive interest of the party’s own or a third party, or of inflicting damage to a third party; or in which the party provides with funds or accommodates the Anti-Social Body so as to sustain the Anti-Social Body, or cooperate or be involved with the Anti-Social Body in its operations.
   3. that the party does not and will not demand, on its own or via a third party, beyond legal liability in relation to the Services in violent manner or unlawful manner; and in relation to transactions in the manner of threatening acts and/or words, using violent forces, spreading false information, interfering the other party with its business by fraudulent means or threatening forces, or harming the other party’s good reputation.
2. If either the User or Nulab is in breach of the representation and assurance in the preceding Paragraph 1, the aggrieved party may terminate the entire or part of the Service Agreement without providing any demand or notice. In such event, the terminated party may not make any claim in whatsoever nature for loss or damage caused by the termination against the terminating party.
3. If the User is in breach of the representation and assurance in Paragraph 1, Nulab may suspend the account user from future use of the Services and deregister the account of the User other than terminate the Service Agreement under Paragraph 2. In the event of suspension and deregistration, provisions in Paragraph 2 shall be mutatis mutandis applicable.

Section 9 (Types of the Services)

1. The Services are available by the use for free charge (free plan), the use for charge or the trial use.
2. The use for free charge (free plan) is to allow the User to use for free charge some of the Services that are otherwise available for charge and that are designated by Nulab.
3. The trial use is to use for free charge some of the Services that are otherwise available for charge and that are designated by Nulab for limited period of time allowed by Nulab.
4. The User of the use for free charge (free plan) may transfer the account to the use for charge of the Services by providing an application in the manner prescribed by Nulab.
5. The User shall, when transferring from the use for charge to the use for free charge (free plan), give a prior notice to Nulab in the manner prescribed by Nulab.
6. The User of the trial use may transfer from either the use for free charge (free plan) or the use for charge by providing an application in the manner prescribed by Nulab during the period of time for the trial use. If no application is made during the time period allowed by Nulab for the trial use, the Services shall  automatically cease to be available to the User at the end of the trial use period.

Section 10 (Application)

1. Some of the Services will be usable by installation of the applications for the Services into the User’s PC or mobile terminal. The OS of compatible mobile terminals will be separately identified by Nulab.
2. Any telecommunication charge for the use of the Services by PCs or mobile terminals shall be borne and payable by the User.
3. When the Services is used by PCs or mobile terminals, Nulab is not liable in any way, if the User sustains loss or damage because of decrease of telecommunication speed, defect/accident of telecommunication lines or deterioration of telecommunication environment etc. When the term of the Service Agreement ends, the User shall uninstall the applications of the Services from the PCs or mobile terminals, into which the User have download them.

Section 11 (User information, contents and information security)

1. Nulab will pay the at most care in protecting information and contents that are entered into the Services. The User, however, shall be solely responsible for maintaining the User’s information and contents. Nulab will not be liable in any way for deletion/destruction of data by fault on the part of the User.
2. In some of the Services, the User will be able to upload, provide, store, send or receive contents. The User will keep the proprietary rights and the intellectual property rights of its own to the contents, that is, what the User has will be the User’s.
3. Nulab will not claim for any proprietary rights or intellectual property rights to any contents such as texts, data, information or files that the User has uploaded, shared or stored in the Services. The Services are for Nulab to provide a facility, by which the User will be able to share or open on other terminals, the documents.
4. The User shall decide who may have accesses to the User’s contents. Nulab may share the User’s contents with a third party under certain conditions provided in the privacy policy. Except for the preceding cases, Nulab will not share the User’s content with a third party.
5. Nulab will not use the User’s contents for the purpose of marketing or campaigning for sales promotion.
6. Security for the User’s contents and other information are to be provided according to the “Supplementary Terms for privacy and security of the Nulab’s Services”, besides the Terms.

Section 12 (Protection of copyright)

Nulab will comply with a notice of clear infringement of copyright that is issued according to the Digital Millennium Copyright Act in the USA. Nulab’s policy etc. on deletion due to infringement of copyright is referred to in here.

Section 13 (User’s responsibilities)

1. Any problem that might arise between the User and other User/s or a third party in relation to the Services, the User shall resolve at its own responsibility and costs. Nulab will not be liable for it in any way.
2. Any problem that might arise in relation to information entered/disclosed in the Services by the User, the User shall be solely responsible for it. And, Nulab will not be liable for it in any way.

Section 14 (Term of the Service Agreement)

1. The term of the Service Agreement shall be for one (1) year from the date when the use of the Services starts or for a period of time that Nulab separately decides.
2. Notwithstanding the provision in the preceding paragraph, if either the User or Nulab expresses a particular intention to renew on or before the end of the term, the Service Agreement shall be automatically renewed on the same terms for one (1) year or for the period of time that Nulab separately decides, which shall be repeated from then on. Upon the renewal, some of the Services that Nulab separately designates shall be automatically transferred from the use for free charge to the use for charge.

Section 15 (Temporary suspension or cessation to provide the Services)

1. Nulab may, where any one of the events provided in the following items happens, cease or temporarily suspend to provide the entire or part of the Services.
   1. Where system, software or server etc. to provide the Services is serviced or updated etc.;
   2. Where Nulab decides that there has been a security problem because of the excess load on the system to provide the Services or the fraudulent access etc.;
   3. Where it becomes difficult to provide the Services because of fires, blackout, earthquake or any other natural disasters;
   4. Where it becomes difficult to provide the Services because of war, commotion, riot, social upheaval, industrial dispute etc.; or
   5. Besides the preceding events, where Nulab decides it necessary to cease or temporarily suspend to provide the Services due to operational or technological reasons.
2. In relation to the cessation or temporary suspension to provide the Services, Nulab will not be liable for any outcome of it in any way.

Section 16 (Change of the content of the Services)

1. Nulab may, at its own convenience, add/change/delete (“Change etc.”) the content of the Services.
2. Nulab may, at its own convenience, cease to provide the Services. Where the Services are ceased to be provided, a cessation notice will be given on the Site etc.  thirty (30) days prior to the cessation, and refund the charge already paid that are prorated for days when the Services are not provided.

Section 17 (Charge for the use)

1. Charges for the use of the Services shall be those prices on the table that Nulab separately prepares.
2. Nulab shall calculate and bill to the User, the charges for the use.
3. Nulab may change the charges for the use without obtaining the User’s approval. The changed charges will be applicable at the time of the renewal of the Service Agreement.
4. Where the charges for the use are changed under the preceding paragraph, Nulab will forthwith inform the User of them.
5. Any charge for the use of the Services that has been paid by the User to Nulab, shall not be refunded for any reason whatsoever.
6. When the Services ends for any reason (including the transfer from the use for charge to the use for free charge), the User shall not be released from the obligation to pay the charges to cover the time period, during which the User has used the Services, and shall pay the charges according to the provisions of the Service Agreement.

Section 18 (Payment)

1. Nulab will notify the due date for the payment of the charge for the use and the manner to pay it, on the separate table for charges or online or by Email.
2. Any bank fee or other expenses in relation to the payment shall be borne and payable by the User.
3. The User shall forthwith inform Nulab by using the prescribed enquiry-form that is available on the Site etc., whichever payment measures on the separate table for charges are chosen, if any error is made in the payment.
4. If the User has inadvertently made a payment of the charge for the use by the manner other than the requested one by Nulab or if in similar situation; and if Nulab is unable to recognise the actual payment, Nulab will not be liable for any loss or damage the User or a third party sustains and the User shall make the payment of the charge for the use in the particular payment manner requested by Nulab.

Section 19 (Prohibition of assignment of rights and obligations)

The User may not assign to a third party the status as the User of the Services or the entire or part of the rights and obligations in relation to the Services, without a prior written consent by Nulab.

Section 20 (Privacy/Personal Information)

The manner to deal with privacy and personal information of the User, shall be in accordance with the privacy policy and other rules that Nulab separately prepares.

Section 21 (Confidentiality)

1. The User and Nulab shall not disclose or divulge, without prior written consent of the disclosing party, such technological, business or any other operational information of the disclosing party as the disclosing party has expressly notified beforehand or has separately notified in writing within fourteen (14) days from the disclosure, as being confidential information; and shall use them solely to perform the Service Agreement but not for any other purpose. Notwithstanding the preceding, however, where the disclosed party sees it reasonably necessary to disclose the confidential information to the directors and officers of the disclosed party or its affiliate companies, or its lawyers, accountants or tax accountants etc. who owe confidentiality obligation by laws, the disclosed party may disclose the confidential information only to the minimum extent to them at the responsibility of the disclosed party, provided that they will have the same or more responsibility provided in this paragraph.
2. The provision in the preceding paragraph shall not be applicable to the information in one of the following items.
   1. Information that has been already possessed by the disclosed party at the time of disclosure;
   2. Information that has been already in the public arena at the time of disclosure;
   3. Information that becomes known to the public without the disclosed party’s fault, after the disclosure;
   4. Information that has been lawfully obtained from a third party who has valid authority; or
   5. Information that has been developed/obtained by the disclosed party independently of the information disclosed by the disclosing party.
3. The provisions in this Section shall validly survive for three (3) years after the end of the Service Agreement.

Section 22 (Exemption)

1. In providing the Services, Nulab is not liable in any way except for cases of willful intent on the part of Nulab, for defects of the Services, suspensions or cessations of the Services, deletions or changes of information, or their related loss or damage sustained by the User or a third party.
2. Nulab is not responsible for keeping eyes on the use of the Services. Nulab is not liable, in any way except for cases of willful intent on the part of Nulab, for loss or damage sustained by the User or a third party, which might arise by using the Services.
3. Information of the User who has conducted prohibited acts may be disclosed or deleted. In such case, the User may not raise any objection against the decisions made by Nulab.
4. Any damages payable by Nulab to the User for any reason under the Service Agreement shall be limited to the amount of the charges for the use, which has been paid by the User to Nulab to cover one (1) year from the end of the previous month to the month when such event happens.

Section 23 (Amendment to the Terms)

1. The Terms may be amended without prior notice. Each and every amendment will not be informed to individual User and the User shall all the time keep up with the latest Terms in using the Site etc.
2. Any amendment to the Terms shall be valid and enforceable at the time when the amended Terms is up on the Site etc.

Section 24 (Governing Law)

The Terms shall be governed by laws of Japan.

Section 25 (Jurisdiction)

The Fukuoka District Court shall have the exclusive jurisdiction for the first instance for any dispute arising on or in relation to the Terms.

Section 26 (Prevailing Language)

The Terms may be prepared in both English and Japanese languages. Where there is any discrepancy or difference between the two texts in the two languages, the text in Japanese language shall prevail.

Section 27 (Severability)

Where any part of the Terms is decided to be invalid, the other parts of the Terms shall remain valid.