Nulab Terms of Service (Version 5: January 12th 2021)
YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO COMPLY WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.
Article 1 (Purpose)
- 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(s)”) provided by Nulab, Inc. (hereinafter referred to as “Nulab”).
- 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:
- “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.
- “User Information” means the User Data that fall under the definitions below:
- 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
- If the customer is an individual:
Name, date of birth, country, postal code, prefecture, municipality, address and any other information attributable to such individual
- If the customer is a legal entity or company:
Article 3 (Users)
- Users include the following:
“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.
“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.
“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.
- End User(s)
“End User(s)” means individual Users who access the Service
- 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:
- All Users under the agreement, including End Users are at least 18 years old.
- 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.
- Customer and Administrator shall be responsible to ensure that End Users comply with the Terms of Service.
Article 4 (Account and password)
- Each User shall be issued one account. To use one account by multiple people is not permitted.
- Users shall set their own username and 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.).
- Users are responsible for the management of their own account and the security of the username and password. The User is responsible for all transactions and instructions using the username and password. Nulab shall not be liable for any losses or damages caused or alleged to have been caused by unauthorized 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. The User represents and warrants that all User information is accurate and complete at the time of registration and that the User will update User information so that it is at all times current, accurate and complete.
Article 6 (Changes to User Information)
- Users shall immediately notify Nulab of any changes to the information previously submitted by Users to Nulab by emailing Nulab, or in any other manner Nulab requests.
- If Users fail to notify Nulab pursuant to the preceding section (including delayed or inaccurate notification), Nulab shall not be responsible for any losses or damages caused or alleged to have been caused by User’s failure to update or to provide current, accurate and complete information, including without limitation failed or delayed delivery of communications, notices, invoices, etc. sent by Nulab to Users.
Article 7 (Notice and Communication)
- Notice and communication between Nulab and Users shall be made by email to Nulab and to the User at the email address provided at the time of registration.
- Any communication from Nulab to Users shall be deemed delivered 24 hours after the email was sent.
Article 8 (Prohibited acts)
- The following acts are prohibited upon use of the Service:
- Violating the Terms of Service;
- 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;
- 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;
- Overloading the system or attempting to interfere with service to any user, host or network, including without limitation by issuing numerous requests to the website or application used for the Service (hereinafter referred to as “Website”);, by submitting a virus to the Website, overloading, “flooding”, “mailbombing” or “crashing”; or by sending unsolicited e-mail, including promotions and/or advertising of products or services;
- Permitting third parties other than Users to use the Service;
- Assigning or loaning the account to third parties;
- Using an account or password of another user 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 deemed inappropriate by Nulab in its sole discretion.
- Customers shall not assign or otherwise 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 written 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.
- Notwithstanding the preceding two paragraphs, Customer may invite Customer’s business partners (including Customer’s affiliated companies) to use the Services as End Users, provided that (a) Customer and Users shall remain jointly and severally responsible for the conduct of such End Users and for such End Users’ compliance with these Terms of Service; (b) Customer shall not grant administrator rights to the Service to such business partners, except in the case where Customer hires a business partner to perform part of Customer’s business operations and the grant to such business partner of administrator rights to the Service is necessary to perform such operations; and (c) Customer shall comply with any request by Nulab to terminate such access, which requests shall not be unreasonable.
- 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.
Article 9 (Suspension of use and deletion of account)
- 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:
- Information in the User registration contains a false, incomplete or inaccurate statement;
- Users do not comply with Nulab’s request to provide User Information;
- Users engage in any of the prohibited acts;
- Nulab determines that there is uncertainty about the payment of service charges by Users;
- Payment for service charges is declined by the credit card company;
- The Service is not used for 180 days or longer;
- The User’s or Customer’s business license is revoked or suspended by a competent authority;
- Users are suspended from or become incapable of making payments, or any of their bills or checks are dishonored;
- Users or Customer is the subject of a petition for attachment, provisional attachment, provisional disposition or auction of Users’ or Customer’s assets or are subject to a disposition of its assets for failure to pay taxes or other public charges;
- A petition is filed by or against Customer or User for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation proceedings;
- The User’s or Customer’s company is dissolved (except in case of merger) or its business operations are effectively suspended or stopped;
- There is a material negative 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
- Any other grounds which, in Nulab’s sole discretion, makes it inappropriate to permit the User to continue use of the Service.
- In the case of the preceding paragraph, Nulab may terminate the User’s or Customer’s access to the Services without any notice or demand, and the User or Customer shall remain liable to pay any and all liabilities Users owe Nulab shall become immediately due and payable without any notice from Nulab, and Users which shall immediately make a payment in full for all the outstanding liabilities.
- 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 this Section.
Article 10 (Exclusion of transactions with anti-social forces)
- Users and Nulab each covenant to the other party:
- 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)”).
- 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; or
- An officer or person 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 Service:
- Making demands employing violence
- Making unreasonable demands beyond the scope of its 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; or
- Engaging in any act equivalent to each item above
- In case of a breach by Users or Nulab of a covenant in the preceding paragraph, the aggrieved 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.
- 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.
- 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)
- There are different types of Service plans; Free plan and Paid plan and Trial.
- Under the Free plan, some of the features of the Paid plan determined by Nulab are available for free.
- In the Trial, some of the features of the Paid plan determined by Nulab are available for free only for a certain period determined by Nulab.
- Under the Free plan, Users may switch to the Paid plan by submitting a request following the instructions by Nulab.
- The trial users may switch to the Paid plan by submitting a request following the instructions by Nulab during the trial period designated by Nulab. 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.
- This Article 11 is not applicable to “Enterprise Account Page”.
Article 12 (Application and License to Use the Services)
- Some of the Service may require installing or downloading the Service application on computers or mobile devices. Nulab will separately designate the supported mobile operating systems.
- Users shall be liable for communication charges incurred in using the Service from computers or mobile devices.
- 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.
- All trademarks, service marks, logos, and company names (each a “Mark”) used in the Site and for the Services are the property of Nulab or third parties and are and shall remain the property of Nulab and such third parties. All other content and materials available on the Site, including the Software, are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Nothing contained in the Site or Services shall be construed as granting, by implication or otherwise, any license or right to use any Mark displayed on the Site or Service without the written permission of Nulab or such third party that may own the Mark displayed on the Site or Service.
Article 13 (User Data management and information security)
- Nulab shall endeavor to protect User Information registered in the Service through reasonable physical, administrative and technical safeguards. However, Users shall be responsible to manage and control the User Data and content they submit to the Services through their account and 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 User.
- 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.
- As a condition of using the Services, each User represents and warrants (a) that the User has sufficient rights to the content of all data and files stored by you on Nulab’ s servers, (b) that such content does not include any illegal or improper items, (c) that such content complies in all respects with these Terms, and (d) that the use of the Services and the Website do not infringe or violate any third party’s copyright, patent, trademark, trade secret, license or other proprietary rights. The User’s use of the Services is subject to all applicable local, state, national and international laws and regulations. Each User agrees not to use the Service for any illegal purposes, not to use the Service to store, retrieve, transmit or view any illegal pictures, files or information, or any material that encourages illegal conduct. Each User further agrees not to use the Services to distribute digital content to others, or to disseminate digital content for commercial purposes.
- 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.
- 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 respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringes another party’s intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner of authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:
Copyright Agent: firstname.lastname@example.org
- Nulab may request additional information before Nulab removes any infringing material, since it is often difficult to determine if your intellectual property rights have been violated or if the Digital Millennium Copyright Act(DMCA) requirements have been met. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.
- Please note that under Section 512(f) of the Copyright Act any person who makes false claims that material or an activity is infringing may be subject to liability for damages.
Article 15 (Users’ responsibilities)
- 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 be liable for any losses or damages arising therefrom in any way.
- 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 be liable for any losses or damages arising therefrom in any way.
Article 16 (Effective term)
- The effective term of the Service Agreement shall commence on the date the User elects the Services and shall continue in effect until the date on which the Services selected by the User end.
- 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 this Article.
Article 17 (Temporary suspension and termination)
- 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:
- Maintenance or renewal of the system, software, server, etc. used to provide the Service;
- Overload of the system for providing the Service or unauthorized access, which in Nulab’s opinion poses security risks;
- Difficulty in providing the Service due to fire, blackout, earthquake or other natural disaster;
- Difficulty in providing the Service due to war, uprising, riot, disturbance, labor dispute, etc.; or
- 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.
- In no event shall Nulab be liable for any losses or damages arising from the cessation or temporary suspension of the provision of the Service set forth in the preceding paragraph.
Article 18 (Changes to the Service)
- Nulab may make additions, changes or deletions to the Service for its own convenience.
- 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 5, 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)
- Usage charges shall be based on the price list separately stipulated by Nulab.
- Usage charges shall be calculated and invoiced to Users by Nulab. Depending on the subscription plan chosen, the User authorizes a recurring charge to the User’s credit card or other payment methods Nulab otherwise specified, in exchange for use of the Services.
- Nulab shall provide at least 30 days’ prior notice of changes to service charges. Users are deemed to have accepted such change if they continue using the Service following notification of the price change.
- Under no circumstances shall Nulab refund any payments paid by Users for the Service.
- 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)
- Payment due dates and payment methods for service charges shall be stipulated separately in the price list, displayed online; Nulab will notify the User of the due date for the payment of the service charge and the manner to pay it online or by email.
- Users shall be responsible for any transfer fees due to financial institutions and any other fees in connection with payment for the service charges.
- Users shall immediately notify Nulab using the inquiry form provided in the Website if there is any error in the payment, regardless of the payment method chosen among those stipulated in the separate price list. User shall provide notice of an error within 60 days following the payment date; failure to provide such notice shall be deemed acceptance of the payment.
- The User is responsible for ensuring that payment is made according to the Terms and that the credit card provided to Nulab is current and valid. Nulab is not responsible for User’s failure to make timely payment or failure to provide a valid and current credit card for payment.
Article 21 (Assignment of rights and obligations)
Users shall not assign, sublease, sublicense, sell, offer for sale, encumber or otherwise transfer or dispose in whole or in part any of the User’s rights or obligations under these Terms to a third party without Nulab’s prior written consent. Nulab shall be entitled to assign these Terms or any of its rights under these Terms in its sole discretion.
Article 22 (Privacy and personal information)
Article 23 (Confidentiality)
- 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.
- The preceding section shall not apply to any of the information listed below:
- Information that was already in possession of the recipient at the time of disclosure
- Information that was already in the public domain at the time of disclosure
- Information that became public domain subsequent to disclosure through no fault of the recipient
- Information that was lawfully obtained from a third party rightfully in possession of such information
- Information that was independently developed or obtained without relying on the information disclosed by the other party
- The provisions of this Article shall survive any termination of the Service Agreement for three (3) years.
Article 24 (Disclaimers of Warranties and Limitation of Liability)
- DISCLAIMER OF WARRANTIES:
- YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- THE 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 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 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.
- 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 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.
- 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 WILFUL MISCONDUCT.
- 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 TOTAL LIABILITY OF NULAB TO ANY USER FOR ALL 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 SITE EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY THE USER DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF SUCH CLAIM.
Article 25 (Use of Users’ trademarks, etc.)
- 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.
- Notwithstanding the provisions of the preceding paragraph, Nulab may not use logos, etc., of Users who have been using the service since prior to April 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)
- Nulab shall notify Administrator in advance of any change to the Terms of Service (except for changes that are immaterial) 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.
- 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)
- 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.
- The provisions of Articles 8, 10, 15, 19, 21, 24, 26, 28, 29, 30, 32, 33 and this Article will survive any termination of the Service Agreement.
Article 32 (Indemnity)
Each 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 Site, the User’s violation of the Terms or the posting or transmission of any materials on or through the Site by the User, including, but not limited to, any third party claim that any information or materials the User provides infringes any third party proprietary right.
Article 33 (General)
- Where any part of the Terms is decided to be invalid, the other parts of the Terms shall remain valid. No joint venture, partnership, employment, or agency relationship exists between Nulab and any User as a result of this Agreement or the use of the Site.
- 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.
- You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by Nulab in any way and Nulab is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Nulab’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Nulab be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. Nulab reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.
- 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 34 (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.
1-8-6 Daimyo, Chuo-Ku
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