- Article 1 (Purpose)
- Article 4 (Start of use of Nulab API)
- Article 5 (License)
- Article 6 (Intellectual property rights)
- Article 7 (API Users’ obligations)
- Article 8 (Disclaimer of Warranties and Limitation of Liability)
- Article 9 (Use of trademarks)
- Article 10 (Prohibited acts)
- Article 11 (Handling of User Information)
- Article 12 (Discontinuation, suspension and termination)
- Article 13 (Indemnity)
- Article 14 (API Users Responsibilities)
- Article 15 (Confidentiality)
- Article 16 (Exclusion of anti-social forces)
- Article 17 (Termination of API Service Agreement)
- Article 18 (Effect of termination of the agreement)
- Article 19 (Assignment of rights)
- Article 20 (Independent party)
- Article 21 (Severability)
- Article 22 (Governing law and jurisdiction)
- Article 23 (Prevailing Language)
- Article 24 (General)
- Article 25 (Contacting Us)
Article 1 (Purpose)
Article 4 (Start of use of Nulab API)
- Customers wishing to use Nulab API shall follow the instructions prescribed by Nulab on the Developer Page. API Users shall be entirely responsible for the management of their Nulab API tokens, keys and any other similar codes used for authentication. The API User is responsible for all transactions and instructions using the API User’s tokens, keys, or other similar codes used for authentication. Each API User agrees to immediately notify Nulab in writing or by electronic mail of any unauthorized use of its credentials. Nulab shall not be liable for any losses or damages caused or alleged to have been caused by unauthorized use of any API User account by a third party other than the API Users.
- API Users shall, upon request, 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”).
- The API User represents and warrants that all API User Information is accurate and complete at the time of registration and that the API User will update API User Information so that it is at all times current, accurate and complete. 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. 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.
- Notice from Nulab to API Users will be made as necessary, through Nulab’s website, electronic mail or other methods prescribed by Nulab.
Article 5 (License)
- 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”). API Users shall not: (1) cause or permit any reverse engineering, decomplication, modification, adaptation, translation or disassembly of the API, or create any derivative works based on the API or the Services; (2) sell, rent, lease, timeshare, lend, sublicense, distribute, assign or otherwise transfer any rights in the API or under this Agreement without Nulab’s prior written consent; or (3) disclose results of any benchmark tests of any API to any third party without Nulab’s prior written consent.
- 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.
- Nulab has the right but not the obligation to 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.
- 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)
- API Users may not transfer to a third party any intellectual or other rights related to Nulab API.
Article 7 (API Users’ obligations)
- 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.
- API Users shall, in the operation of their applications and related services, comply with all laws and regulations including, without limitation, the Act on the Protection of Personal Information, Act on Specified Commercial Transactions, Act against Unjustifiable Premiums and Misleading Representations, and Consumer Contract Act.
- 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 of Warranties and Limitation of Liability)
- DISCLAIMER OF WARRANTIES:
- YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- THE NULAB API, SITE AND SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NULAB DOES NOT WARRANT THAT THE SITE, API OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NULAB MAKES NO WARRANTY THAT THE SITE OR API WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE OR API.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NULAB IS NOT RESPONSIBLE TO SUPERVISE OR STORE INFORMATION REGISTERED BY API USERS AND SERVICE USERS THROUGH THE USE OF THE SITE, API OR THE SERVICE WHICH IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE PROVISION OF ANY SUCH MATERIAL.
- NULAB DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. NULAB IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES WITHOUT THE DIRECT INVOLVEMENT OF NULAB.
- LIMITATION OF LIABILITY
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NULAB, NOR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE/MISUSE OF, OR THE INABILITY TO USE, THE SITE, THE SOFTWARE, OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF NULAB OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- IN NO EVENT SHALL THE NULAB BE LIABLE TO ANY API USER FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE API INCLUDING WITHOUT LIMITATION REDUCTION IN DISPLAY SPEED, ACCESS FAILURE OR OTHER INCONVENIENCES REGARDLESS OF THE CAUSE, OR DATA BREACHES OF INFORMATION IN LINKED APPLICATIONS OR THIRD PARTY SERVICES (INCLUDING SERVERS, ETC. USED BY API USERS).
Article 9 (Use of trademarks)
- 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.
- 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.
- API Users shall, if requested by Nulab, indicate in User Provided Service or applications that Nulab trademarks were provided by Nulab.
- 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, demand that API Users cease and desist from using the Nulab trademarks. Immediately upon receipt of a demand to cease and desist API Users shall cease using the Nulab trademarks. Nothing herein shall prevent Nulab from taking any other action it deems appropriate including without limitation seeking appropriate legal injunctions.
Article 10 (Prohibited acts)
- API Users shall not engage in any of the acts listed below:
- 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;
- Duplicating, altering, disassembling, decompiling or reverse engineering programs provided through Nulab API, or engaging in any similar acts;
- 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;
- Altering, falsifying or analyzing Nulab API, Developer Page or any other materials or information provided by Nulab;
- 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;
- Selling, loaning, leasing or sublicensing access to Nulab API or Nulab services to a third party;
- Using a URL containing a string identical or similar to Nulab’s trademarks in creating applications;
- 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);
- Engaging in acts that make internet access points unidentifiable;
- Creating applications containing any of the following:
- Content infringing upon intellectual property and other rights of Nulab or third parties;
- Content involving criminal activities, discriminatory expressions or other content offensive to the public order;
- Content not suitable for viewing by the general public including younger audiences;
- Content indicating or implying a partnership with Nulab;
- Other content deemed inappropriate by Nulab;
- Using another API User’s account or credentials without permission;
- Conducting illegal activities such as unauthorized access, cracking or any other equivalent acts including without limitation attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization or attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- Violating laws or regulations;
- Being involved in criminal activities;
- Copying, reproducing, duplicating, transferring, extracting, processing, altering, making transmittable or otherwise secondarily using the Service, or loaning, selling, redistributing, publicly transmitting or sublicensing the Service to third parties for their use;
- In addition to the provisions under the preceding item, infringing upon copyrights, patent rights or any other intellectual property rights of Nulab or third parties, or the privacy or publicity rights of another;
- Performing any act that is related to criminal activities or that constitutes or encourages any act that would constitute a criminal offense;
- Performing acts would give rise to civil liability or otherwise violate any city, state, national or international laws or regulations; and
- Carrying out any other acts similar to those listed above or acts prohibited by Nulab as determined in its sole discretion.
- 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)
- API Users are responsible for appropriately managing and securing personal information of Users and Service Users collected through Nulab API (hereinafter referred to as “User Information”) at their own 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. In no event shall Nulab be liable for the deletion or damage of User Data arising through or resulting from conduct on the part of the API User.
- 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.
- API Users shall, if requested by Service Users, delete all User Information received from Nulab concerning such Service Users.
- API Users shall, in handling User Information, comply with the Act on Protection of Personal Information and other laws, regulations, guidelines, etc.
- API Users shall not use User Information for any purposes other than providing User Provided Service.
Article 12 (Discontinuation, suspension and termination)
- Nulab reserves the right to suspend or stop the provision of all or part of the Nulab API service without prior notice due to system maintenance, communication line failure, system overload, fire, blackout, earthquake or other natural disaster, war, uprising, riot, disturbance, labor dispute, or other circumstances where a termination or temporary suspension is, in Nulab’s opinion, warranted for operational or technical reasons.
- In addition to provisions in the preceding paragraph, Nulab reserves the right to suspend or stop the provision of all or part of the 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.
- In no event shall Nulab be liable for any losses or damages arising from the cessation or temporary suspension of the provision of the Nulab API set forth in this Article.
Article 13 (Indemnity)
Each API User agrees to defend, indemnify and hold Nulab, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use of the Nulab API or the Service, any data breaches of information in linked applications or third party services (including servers, etc. used by API Users, the API User’s violation of the Terms or the posting or transmission of any materials on or through the Site or use of the Nulab API by the API User, including, but not limited to, any third party claim that any information or materials the API User provides infringes any third party proprietary right.
Article 14 (API Users Responsibilities)
- 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, and in no event shall Nulab be liable for any losses or damages arising therefrom in any way.
- API Users are responsible for all claims arising in connection with User Provided Services. 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 15 (Confidentiality)
- 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.
- The provisions of this Article shall survive any termination of the API Service Agreement for three (3) years.
Article 16 (Exclusion of anti-social forces)
- Each API User shall covenant the following:
- 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)”).
- The covenanting party does not fall under any one of the following;
- It has a relationship in which its management is deemed to be controlled by Anti-Social Force;
- It has a relationship in which an Anti-Social Force is effectively involved with its management;
- 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.;
- 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;
- An officer or employee effectively involved in management has a socially condemnable relationship with an Anti-Social Force
- 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:
- Making demands employing violence
- Making unreasonable demands beyond the legal entitlement
- Using intimidating words or acts or violence in business transactions
- Interfering with the operations or damaging the credit of the other party by spreading rumors or by the use of fraudulent means or force
- Engaging in any act equivalent to each item above
- 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.
- 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.
- 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 17 (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:
- 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.
- API User’s business license is revoked or suspended by a competent authority.
- A disposition for attachment, provisional attachment or compulsory execution is carried out against API User (except in cases of third party obligors).
- 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).
- API User is dissolved, except in case of a merger.
- Any other grounds which, in Nulab’s sole discretion, makes it inappropriate to continue the agreement.
Article 18 (Effect of termination of the agreement)
Upon termination of the API Service Agreement for any reason whatsoever, API Users shall lose any and all rights and benefits related to their account used in the Service, and in no event shall Nulab be liable for any loss caused thereby.
Article 19 (Assignment of rights)
API Users shall not assign, sublease, sublicense, sell, offer for sale, encumber or otherwise transfer to or collateralize for third parties any or all of the API User’s rights or obligations under API Service Agreement, without Nulab’s prior written approval. Nulab shall be entitled to assign these Terms or any of its rights under these Terms in its sole discretion.
Article 20 (Independent party)
Article 21 (Severability)
Article 22 (Governing law and jurisdiction)
Article 23 (Prevailing Language)
Article 24 (General)
- Any claim or cause of action a User may have with respect to Nulab or the Site must be commenced within one (1) year after the claim or cause of action arose.
- The failure of Nulab to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
- The Terms inure to the benefit of Nulab’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.
Article 25 (Contacting Us)
To contact us with any questions or concerns in connection with these Terms or the Site, or to provide any notice under this Agreement to us please go to Contact Us or write to us.
1-8-6 Daimyo, Chuo-Ku
Fukuoka-Shi, Fukuoka 810-0041
- Version 1 June 9th, 2020
- Version 2 January 12th, 2021