Nulab Terms of Service (Version 4)

Article 1 (Purpose)

1. These Terms of Service (hereinafter referred to as “Terms of Service”) set forth terms and conditions applicable to all cloud services (hereinafter referred to as “Service”) provided by Nulab, Inc. (hereinafter referred to as “Nulab”).
2. Users of the Service (hereinafter referred to as “User(s)”) shall use the Service pursuant to the Terms of Service.  If users do not unconditionally agree to all of the Terms of use, users will have no rights to use the Service(and users should immediately cease all such use).
3. In addition to the provisions herein, other terms and conditions separately stipulated by Nulab, such as Logo Guidelines, Nulab Service Supplemental Terms regarding Privacy and Security, Privacy Policy and Nulab API Terms of Service, as well as any other terms and conditions described as “Terms” contained in the website operated by Nulab constitute the Terms of Service.  
4. Upon declaring your intent to start using the Service (including signing up, clicking a button to agree to the Terms of Service, showing your intent to use the Service by checking a checkbox, or any other similar acts), you represent and warrant that you are authorized and have full legal right to execute the Terms of Service on behalf of or representing any party agreeing to the Terms of Service (customer) and to bind such customer to the provisions set forth herein.

Article 2 (Definitions)

The terms used in the Terms of Service shall be defined as follows:

1. “User Data” means all data (including text files, voice data and image files) provided or created to be made available by Users through the Service.
2. “User Information” means the User Data that fall under the definitions below:
   1. If the customer is a legal entity or company:
      Entity or company name, name and birth date of representative, country, postal code, prefecture, municipality, address, payment information (billing address information, credit card information, bank account information, etc.) and any other information attributable to such entity
   2. If the customer is an individual:
      Name, date of birth, country, postal code, prefecture, municipality, address and any other information attributable to such individual

Article 3 (Users)

1. Users include the following:
   1. Customer
      “Customer” means an entity or person who agreed to the provisions of the Terms of Service and executed as the principal the agreement with Nulab for use of the Service.
   2. Administrator
      “Administrator” means a Customer, or individual User who has the legal right to legally act on behalf of a Customer and performs the following acts representing or on behalf of Customer: (i) making an official registration; (ii) viewing contract terms and payment history; (iii) changing service plans; (iv) changing payment methods; (v) changing Administrator or space owner; (iv) making an application for service termination; or any other matters related to the contract or payment.
   3. Payer
      “Payer” means a person in charge of receiving invoices for the Service who was, upon sign-up or through the Service, designated as the Payer for usage fees under the service agreement executed between the Customer and Nulab.
   4. End User(s)
      “End User(s)” means individual Users who access the Service
2. Customer and Administrator hereby represent and warrant that the following statements are true and correct, and shall be obliged and liable to investigate and corroborate such correctness:
   1. All Users under the agreement, including End Users are at least 18 years old.
   2. In cases where any User under the agreement is under 18 years old, consent of such User’s legal guardian or representative has been obtained prior to continuation of use of the Service by such User, with respect to registration, storage and use of such User’s personal information in the Service.
3. Customer and Administrator shall be responsible to ensure that End Users comply with the Terms of Service.

Article 4 (Account and password)

1. Each User shall be issued one account.
2. Users shall set their own password pursuant to the conditions set forth by Nulab (use of strong passwords, such as inclusion of a combination of letters and numbers that are not easy to guess, etc.).
3. Users shall manage their own account and password at their own responsibility and Nulab shall not be liable in the event of use of any User account by a third party other than the Users.

Article 5 (Provision of User Information)

Users shall, when signing up for a paid plan of the Service and when requested by Nulab for User Information, promptly accommodate such requests and provide Nulab with User Information.

Article 6 (Changes to User Information)

1. Users shall immediately notify Nulab by using a method prescribed by Nulab of any changes to the information previously submitted by Users to Nulab.
2. If Users fail to notify Nulab pursuant to the preceding section (including delayed or inaccurate notification), Nulab shall not be liable for any damage incurred by Users as a result of a failed or delayed delivery of communications, notices, invoices, etc. sent by Nulab to Users.

Article 7 (Notice and communication)

1. Notice and communication between Nulab and Users shall be carried out in a manner prescribed by Nulab.
2. Any communication from Nulab to Users shall be deemed delivered at the time upon which it should normally have arrived, regardless of the method of delivery.

Article 8 (Prohibited acts)

1. The following acts are prohibited upon use of the Service:
   1. Violating the Terms of Service;
   2. Reverse engineering, decompiling, disassembling, hacking, invalidating, interfering, breaking down, modifying, copying, converting, destructing, creating mirror sites, or conducting any similar activities, with respect to part or all of the Service;
   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. Overloading the system by issuing numerous requests to the website or application used for the Service (hereinafter referred to as “Website”);
   5. Permitting third parties other than Users to use the Service;
   6. Assigning or loaning the account to third parties;
   7. Using an account or password of another user without permission;
   8. Conducting illegal activities such as unauthorized access, cracking or any other equivalent acts;
   9. Violating laws or regulations;
   10. Being involved in criminal activities;
   11. 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;
   12. 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;
   13. Violating the public order;
   14. Performing acts considered socially inappropriate; and
   15. Carrying out any other acts deemed inappropriate by Nulab.
2. Customers shall not transfer their status in the Terms of Service or any rights or obligations under the Terms of Service to a third party without Nulab’s prior consent. However, if a Customer undergoes a merger, etc. resulting in a comprehensive succession, the surviving company following the merger shall succeed to the Customer’s contractual status within the same scope of the service agreement as prior to such merger.
3. Notwithstanding the preceding two paragraphs, Users may invite Customer’s business partners (including Customer’s affiliated companies) as End Users, provided that Customer and Users shall remain solely responsible. In this case, Users shall not grant administrator rights to the Service to such business partners, except in the case where Customer will hire a business partner to perform part of Customer’s business operations and grant such business partner　administrator rights to the Service to the extent necessary to perform such operations.
4. In the case of preceding paragraph, Customer and Administrator shall be liable to ensure that the business partners so invited as Users comply with the Terms of Service, and shall be responsible for any and all activities of such business partners.
5. In the case of the preceding two paragraphs, if Nulab requests Users to stop the use by a particular business partner invited by Users, by showing a reasonable cause such as a violation by such business partner of the provisions of the Terms of Service including those of the preceding paragraph, Users shall comply with such request.

Article 9 (Suspension of use and deletion of account)

1. Nulab reserves the right to terminate any or all parts of the service agreement for the Service with Users (hereinafter referred to as “Service Agreement”), or suspend any or all use of the Service by such Users or delete such Users’ account if such Users falls under any one of the following:
   1. Information in the User registration contains a false statement;
   2. Users do not comply with Nulab’s request to provide User Information;
   3. Users engage in any of the prohibited acts;
   4. Nulab determines that there is uncertainty about the payment of service charges by Users;
   5. Payment for service charges is declined by the credit card company;
   6. The Service is not used for 180 days or longer;
   7. The business license is revoked or suspended by a competent authority;
   8. Users are suspended from or become incapable of making payments, or any of their bills or checks are dishonored;
   9. Users file a petition for attachment, provisional attachment, provisional disposition or auction or are subject to a disposition for failure to pay taxes or other public charges;
   10. A petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation proceedings;
   11. The company is dissolved (except in case of merger) or its business operations are effectively suspended or stopped;
   12. There is a material change in the assets or credit status, which, in Nulab’s opinion, may interfere with Users’ performance of their obligations set forth in the Terms of Service or other terms regarding the Service; or 
   13. Any other grounds which, in Nulab’s opinion, makes it inappropriate to continue use of the Service.
2. In the case of the preceding paragraph, any and all liabilities Users owe Nulab shall become immediately due and payable without any notice from Nulab, and Users shall immediately make a payment in full for all the outstanding liabilities.
3. In no event shall Nulab be liable for any damage incurred by Users as a result of the termination of the Service Agreement, suspension of use of Service, or deletion of the account set forth in paragraph 1.

Article 10 (Exclusion of transactions with anti-social forces)

1. Users and Nulab each covenant to the other party:
   1. The covenanting party 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; or
      5. An officer or person 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 Service:
      1. Making demands employing violence
      2. Making unreasonable demands beyond the scope of its 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; or
      5. Engaging in any act equivalent to each item above
2. In case of a breach by Users or Nulab of a covenant in the preceding paragraph, the breached party may terminate all or part of the Service Agreement without any notice. In this case, the terminated party shall have no right to make a claim against the other party for any damage incurred as a result of the termination.
3. In case of a breach by Users of a covenant under paragraph 1, Nulab may, in addition to the remedies set forth in the preceding paragraph, terminate future use of the Service and delete the account with respect to such Users. In this case, the provisions of paragraph 3 of the preceding Article shall apply mutatis mutandis.
4. In the event of a termination of service or deletion of user account by Nulab pursuant to the preceding paragraph, Users shall immediately compensate Nulab for any damage it incurred.

Article 11 (Types of Service)

1. There are different types of Service plans; complementary plan (Same as free plan. The same applies hereinafter.), paid plan and trial.
2. Under the free plan, some of the features of the paid plan, as determined by Nulab, are made available for free.
3. In the trial, some of the features of the paid plan, as determined by Nulab, are made available for free only for a certain period determined by Nulab.
4. Under the free plan, Users may switch to the paid plan by submitting a request using the method prescribed by Nulab.
5. Users shall, prior to switching from the paid plan to the free plan, notify Nulab in advance using the method prescribed by Nulab.
6. Users using the trial may switch to the free plan or paid plan by submitting a request using the method prescribed by Nulab within the trial period designated by Nulab (however, only Users using the Typetalk trial are permitted to switch from the trial to the free plan). Furthermore, if no application is submitted during the trial period designated by Nulab, in principle, use of the Service will be automatically suspended upon the expiration of the trial period.

Article 12 (Application)

1. Some of the Service may be used by installing the Service application on computers or mobile devices. Nulab will separately designate the supported mobile operating systems.
2. Users shall be liable for communication charges incurred in using the Service from computers or mobile devices.
3. In no event shall Nulab be liable for any damage incurred by Users due to a reduction in transmission speed, communication line failures/accidents, deterioration in the transmission environment, etc. in using the Service from computers or mobile devices. In the event of termination of the Service Agreement, Users shall uninstall the application for the Service from all the computers and mobile devices where it was downloaded.

Article 13 (User Data management and information security)

1. Nulab shall pay the utmost attention to protection of User Data registered in the Service. However, Users shall manage their User Data at their own responsibility and in no event shall Nulab be liable for the deletion or damage of User Data due to Users’ negligence or other reason attributable to Users.
2. Some Service functions allow Users to upload, provide, store, transmit or receive texts, files or other User Data. Users will retain any rights to such User Data, including, but not limited to, administrator rights and intellectual property rights. In other words, Users will retain and manage the rights to their own properties.
3. Nulab will not acquire intellectual rights to texts, files, or other User Data, which were uploaded to, shared or stored in the Service. The Service only provides Users with functions that permit them to share and open documents from different devices.
4. Users will control who can access their User Data uploaded in the Service.  Nulab will not share User Data with any third parties except in certain circumstances stipulated in the Nulab Service Supplemental Terms regarding Privacy and Security or the Privacy Policy under which Nulab may share User Data with third parties other than Users. Furthermore, in no event will Nulab use User Data for marketing or sales promotion purposes.  
5. In addition to the Terms of Service, our security policy regarding User Data and other information is set forth in Nulab Service Supplemental Terms regarding Privacy and Security.

Article 14 (Protection of copyrights)

Nulab shall respond to any copyright infringement notice that is clear and consistent with the U.S. Digital Millennium Copyright Act. We will separately stipulate our policies and other matters regarding deletions based on copyright infringement.

Article 15 (Users’ responsibilities)

1. Users shall resolve any issues arising from the Service between Users or between Users and third parties at their own responsibility and expense, and in no event shall Nulab assume liability.
2. Any issues arising in connection with information registered or disclosed by Users using the Service shall be such Users’ sole responsibility, and in no event shall Nulab assume liability.

Article 16 (Effective term)

1. The effective term of the Service Agreement shall be separately stipulated by Nulab.
2. Notwithstanding the provisions of the foregoing paragraph, the Service Agreement shall be automatically renewed under the same terms and conditions for additional periods separately stipulated by Nulab, unless otherwise objected by Users or Nulab on or before the expiration of the Service Agreement, and the same shall apply thereafter. However, certain Services separately stipulated by Nulab shall be automatically switched from the paid plan to the free plan upon renewal unless otherwise objected by Users or Nulab on or before the expiration of the term.
3. Unless otherwise specifically agreed between Nulab and Customer, Customer and Users may not cancel the Service Agreement prior to the expiration of the period set forth in the preceding two paragraphs (i.e., paragraphs 1 and 2 of this Article).

Article 17 (Temporary suspension and termination)

1. Nulab reserves the right to temporarily terminate or suspend the provision of all or part of the Service without notice to Users if any of the grounds listed below exists:
   1. Maintenance or renewal of the system, software, server, etc. used to provide the Service;
   2. Overload of the system for providing the Service or unauthorized access, which in Nulab’s opinion poses security risks; 
   3. Difficulty in providing the Service due to fire, blackout, earthquake or other natural disaster;
   4. Difficulty in providing the Service due to war, uprising, riot, disturbance, labor dispute, etc.; or
   5. Situations other than those listed above, where a termination or temporary suspension of the provision of the Service is, in Nulab’s opinion, warranted for operational or technical reasons
2. In no event shall Nulab be liable for the termination or temporary suspension of the provision of the Service set forth in the preceding paragraph.

Article 18 (Changes to the Service)

1. Nulab may make additions, changes or deletions to the Service (hereinafter referred to as “Changes”) for its own convenience.
2. Nulab may terminate the provision of the Service for its own convenience. In the event of a termination of the provision of the Service, Nulab will make an announcement on the Website thirty (30) days prior to the termination. In the event of such termination of the provision of the Service, notwithstanding the provisions of Article 19, paragraph 6, Nulab shall refund the amount of the service charge already paid which corresponds to that accounted on a prorated basis for the number of days on which the Service will not be provided.

Article 19 (Usage charges)

1. Usage charges shall be based on the price list separately stipulated by Nulab.
2. Usage charges shall be calculated and invoiced to Users by Nulab.
3. Nulab reserves the right to change service charges without Users’ consent. The new pricing shall take effect upon renewal of the Service Agreement.
4. Nulab shall promptly notify Users if service charges are changed pursuant to the preceding provision. Users are deemed to have accepted such change if they continue using the Service following the price change.
5. Under no circumstances shall Nulab refund any payments paid by Users for the Service.
6. In the event of termination of the use of the Service (including switching from a paid plan to a free plan), the service charge shall not be reduced or eliminated and Users shall be responsible to pay the service charge up until the expiration of the paid plan agreement regardless of the reason for the termination (and will not receive any refund for service charges already paid by Users). However, the foregoing provision shall not apply in case of a termination pursuant to Article 18, paragraph 2.

Article 20 (Payment of service charges)

1. Payment due dates and payment methods for service charges shall be stipulated separately in the price list, displayed online, or notified via email or other methods by Nulab.
2. Users shall be responsible for any transfer fees due to financial institutions and any other fees.
3. Users shall immediately notify Nulab using the inquiry form provided in the Website if there is any inadequacy in the payment method, regardless of the payment method chosen among those stipulated in the separate price list.
4. In the event that Users mistakenly deposit the service charge in a manner not designated by Nulab and such payment by Users cannot be confirmed by Nulab, Nulab shall not be responsible for any loss incurred by Users or other third parties. Such Users shall pay the service charge at Nulab’s request using the payment method designated by Nulab.

Article 21 (Non-assignment of rights and obligations)

Users shall not assign to a third party their status as Users of the Service or all or part of their rights and obligations regarding the Service without Nulab’s prior written consent.

Article 22 (Privacy and personal information)

The manner in which Nulab handles Users’ privacy and personal information is stipulated in the Privacy Policy and other terms separately provided by Nulab.

Article 23 (Confidentiality)

1. Neither Users nor Nulab shall disclose or divulge to a third party without the other party’s prior written consent the other party’s technical, business or any other operational information, which was disclosed by the other party specifying that such information is confidential either prior to such disclosure or separately in writing within fourteen (14) days following such disclosure. Furthermore, the parties shall use such confidential information only to perform the Service Agreement and shall not use it for any other purposes. However, when it can be reasonably determined that a recipient of confidential information needs to disclose such information to its or its affiliate’s directors and employees, or attorneys, accountants, tax accountants or other professionals who are legally obliged to maintain confidentiality, such recipient may do so at its own responsibility to the minimum extent possible provided that it imposes equivalent to or higher level of obligations than those set forth in this Article on recipients.
2. The preceding section shall not apply to any of the information listed below:
   1. Information that was already in possession of the recipient at the time of disclosure
   2. Information that was already in the public domain at the time of disclosure
   3. Information that became public domain subsequent to disclosure through no fault of the recipient
   4. Information that was lawfully obtained from a third party rightfully in possession of such information
   5. Information that was independently developed or obtained without relying on the information disclosed by the other party
3. The provisions of this Article shall survive any termination of the Service Agreement for three (3) years.

Article 24 (Disclaimers)

1. Nulab shall not be liable for any defect in the Service, suspension or termination of the provision of the Service, deletion of or change to information, or any resulting loss incurred by Users or third parties except in case of willful misconduct.
2. Nulab shall neither have responsibility to monitor the Service nor be liable for any damage incurred by Users or third parties as a result of the use of the Service except in case of willful misconduct.
3. Information of Users who conducted prohibited acts may be disclosed or deleted. In such an event, Users may not object to such action taken by Nulab.
4. Regardless of the cause, the scope of damages that Nulab is liable to Users with respect to the Terms of Service shall be limited to the amount paid by such Users to Nulab for the use of the Service for the past one (1) year period calculated from the last day of the month preceding the month including the date on which the cause for such damages arises.

Article 25 (Use of Users’ trademarks, etc.)

1. Nulab may use Users’ trade names, trademarks and logos for the purpose of its own publicity, etc. Furthermore, Nulab may disclose or publicly announce the fact that Users use the Service, as well as contents of information transmitted and measures taken using the Service, etc., using generic expressions, except where Users have specifically objected to such use by submitting an inquiry form from the Contact page, stating “Suspend use of logos, etc.” at the top of such form.
2. Notwithstanding the provisions of the preceding paragraph, Nulab may not use logos, etc., of Users who have been using the service since prior to June 30th 2020, unless Nulab individually obtains consent from such Users.

Article 26 (Effect of termination of the agreement)

Upon termination of the Service Agreement between Customer and Nulab for any reason whatsoever, 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 27 (Change to Terms of Service)

1. Nulab shall notify Administrator in advance of any change to the Terms of Service (except for changes that are insignificant) by sending an email to Administrator, posting on the management page of the Service, or using other methods prescribed by Nulab. Users shall be deemed to have accepted such change if they continue using the Service following the change. In this case, service charges and other terms and conditions for the Service shall be determined pursuant to the revised Terms of Service.
2. Revised Terms of Service shall take effect upon notice to Users pursuant to the preceding paragraph. Please review the latest Terms of Service at any time when using our Website.

Article 28 (Governing law)

The Terms of Service are governed by and construed in accordance with the laws of Japan.

Article 29 (Jurisdiction)

Any disputes, actions or proceedings relating to the Terms of Service are conducted in the Tokyo District Court, and both parties hereto consent to the exclusive jurisdiction of the said court in the first instance.

Article 30 (Prevailing language)

The Terms of Service are prepared in Japanese and English. In the event of any discrepancies or differences between the two versions, the Japanese version will in any event prevail.

Article 31 (Survival)

1. In the event that any part of the Terms of Service is found to be invalid, such invalidity shall not affect any other provisions of the Terms of Service.
2. The provisions of Articles 8, 10, 15, 19, 21, 24, 26, 28, 29, 30 and this Article will survive any termination of the Service Agreement.