- 2. The users of the Sansan API (“Users”) shall give their consent to the ToU to use the Sansan API. When the Users give their consent to the ToU, an agreement to use the Sansan API (“Agreement”) comes into effect (“Effective Date of the ToU”). The Users shall be deemed to have given consent to all of the provisions in the ToU by using the Sansan API.
- 3. When Users give consent to the ToU and use the Sansan API under the name of their corporate bodies or other entities (“Corporate Entities”) to which they belong, the Users are deemed to have the authority to enter into the Agreement on behalf of the Corporate Entities and the Corporate Entities shall be bound by the Agreement. In the case where a User does not have such authority and cannot attribute the effects of the Agreement to a Corporate Entity to which he or she belongs, the User who gave consent to the ToU and used the Sansan API shall assume all the responsibilities and liabilities that arise from the Agreement and SANSAN may decide at its own discretion whether to affirm the Agreement or to cancel it.
- 4. When a User is a minor or a person with limited legal capacity under the laws and regulations of the government, agencies, etc. of the country where the User actually uses the Sansan API, the User is deemed to have obtained the consent of the statutory agent such as his or her parent before using the Sansan API. When the User gives consent to the ToU and uses the Sansan API, the User is deemed to have expressed that he or she obtained the consent of the statutory agent such as his or her parent.
- 5. When there is any term or condition otherwise provided regarding the use of the Sansan API in a license agreement of a SANSAN service or any other agreement with Sansan, the said term or condition shall prevail over the ToU.
- 6. The ToU is written in Japanese. In the event of any difference between the translated version and the Japanese version, the Japanese version shall prevail.
Article 2 (Amendments of the ToU)
- 1. SANSAN may alter, amend, modify or change (“Alteration”) the ToU at its discretion. The Altered ToU shall become effective from the time when it is uploaded on the websites and applications operated by SANSAN (“Service Website”).
- 2. When a User continues to use the Sansan API after the Alteration of the ToU, the User is deemed to have given consent to all of the provisions in the ToU after its Alteration.
Article 3 (Overview of the Sansan API)
- 1. The specific contents of the Sansan API are as expressed on the Service Website.
- 2. SANSAN shall allow Users to use non-exclusively the Sansan API and the API specifications to be offered with the Sansan API (“API Specifications”) for the purpose to design, test, develop, sell, use or perform an act permitted by SANSAN regarding an application software which works together with or through the Sansan API. The User shall use the Sansan API according to the methods and ways instructed in the API Specifications and upon selling services that provide information via Sansan API to any customer, the User shall indicate in such services that he or she provides information via the Sansan API.
- 3. SANSAN may issue the key for the Sansan API (“API Key”) to a User in a way designated by SANSAN. A User may receive the API Key from its customer and use the Sansan API. Users shall assume all responsibilities and liabilities for the API Key management.
Article 4 (Fee for the Sansan API)
Users can use the Sansan API free of charge except for the following cases in which a User may be charged for using the Sansan API:
- (1) when SANSAN notified a User in advance that the User shall be charged for the use of the Sansan API by way of a notification on the Service Website or any other appropriate method;
- (2) when there is any term or condition otherwise provided regarding the use of the Sansan API in a license agreement of a Sansan service or any other agreement with Sansan; or
- (3) when SANSAN considers it necessary to limit the use by a User and to charge the User due to such situations where the number of use of the Sansan API or the amount of data transfer through the Sansan API by the User exceed SANSAN’s expectation and the use shall disrupt the delivery of the Sansan API service (“Service”) to other Users.
Article 5 (Press Release)
When a User conduct a press release regarding the collaboration with the Sansan API under the Agreement, the User shall notify SANSAN in advance of its timing and contents and obtain consent from SANSAN.
Article 6 (Term of the Agreement)
- 1. The term of the Agreement commences on the Effective Date of the ToU and expires on the termination of the delivery of the Sansan API service under the Agreement. Sansan shall notify Users in advance of the termination of the Sansan API service delivery unless there is an urgent necessity or any other unavoidable circumstance.
- 2. Notwithstanding the preceding paragraph, Users are able to terminate the Agreement at any time by ceasing to use the Sansan API under the Agreement.
Article 7 (Temporary Suspension of the Service)
SANSAN may temporarily suspend the Sansan API service without notice in advance in the events including, but not limited to, the following:
- (1) when an unavoidable situation occurs relating to the maintenance of or work on the system or telecommunications facilities necessary to provide the Sansan API service, or when an unavoidable disruption occurs;
- (2) when it is difficult to provide the Service properly due to the excess burden on the Sansan API or a disorder thereof, or when SANSAN determines as such;
- (3) when SANSAN recognizes the possibility that a User or a third party would suffer significant damages through the delivery of the Service due to an alteration of data, hacking or any other similar event relating to the Service; and
- (4) when it is difficult to deliver the Sansan API service due to the suspension of the provision of telecommunications services by telecommunications carriers at home or abroad, power supply services by electric companies or any other public services.
Article 8 (Exemption; No Warranty)
- 1. SANSAN shall deliver the Sansan API on an “as is” basis and shall assume no responsibility or liability for any damages suffered by Users by an addition to or alteration of the Sansan API contents, or the suspension or termination of the Service.
- 2. SANSAN makes no representation nor warranties, whether express or implied, to any Users, including, but not limited to, integrity, accuracy, certainty, usefulness, legality or availability of the Sansan API.
- 3. SANSAN shall assume no responsibility or liability for a speed lower than presumed or any other disorder of the Sansan API due to an excessive or any other unpredictable cause.
- 4. SANSAN shall assume no responsibility or liability for security breach occurred on services that provide information via Sansan API or through a service by a third party (including, but not limited to, a User’s server). If a third party places a claim against SANSAN for the said cause, the User shall compensate SANSAN for all expenses and damages spent to solve the problem.
- 5. SANSAN shall assume no obligation to monitor or store the data entered by a User.
- 6. SANSAN shall assume no responsibility or liability for any damages, including, but not limited to, general damages, proximate damages, lost profits, consequential damages, punitive damages or other special damages. However, SANSAN shall assume responsibility or liability to the extent obligated by laws when a User suffers damages due to SANSAN’s willful misconduct or gross negligence.
Article 9 (Prohibited Acts)
- 1. Users are prohibited from performing the following acts upon the use of the Sansan API:
- 2. SANSAN may cease the User’s access to the Sansan API when SANSAN considers that the User performed any act in violation of the preceding paragraph.
- (1) breach of any provision of the Agreement;
- (2) check dishonor, suspension of bank transaction or any similar event;
- (3) revocation of business license, business suspension or any similar sanction by a regulatory agency;
- (4) issuance of an order for provisional attachment, provisional disposition, auction, or seizure of the assets or property as a result of one's delinquency of payment;
- (5) insolvency or any similar situation which will be a cause for filing for bankruptcy, liquidation or reorganization; petition for any proceedings under the provisions of any insolvency or bankruptcy laws or any law for relief of debtors;
- (6) dissolution without merger;
- (7) breach of any provision under Article 9 hereof;
- (8) breach of the commitment under Article 14 hereof; and
- (9) any event in which there is a reasonable ground for one party to consider that there is a possibility that it will be difficult for the other party to handle any of its specific business
- (1) those that have been already known to the public or become known to the public for the reasons not attributable to either party;
- (2) those that have been already in the possession of the other party;
- (3) those that are legally received from a third party without confidentiality obligation;
- (4) those whose disclosure is permitted by the other party in writing; and
- (5) those that are developed independently or known without the use of the Confidential Information.
- 1. Users and SANSAN represent and warrant that neither of the parties is a member of a gang, a gangster, a quasi-member of a gang, a company related to a gang, a corporate racketeer, a rogue who proclaims himself or herself as a social activist, a member of a crime syndicate with special intelligence, nor a member of any other similar anti-social groups, and commit themselves that neither of the parties will not be so for the future.
- 2. Users and SANSAN commit themselves that neither of the parties shall make any abusive demands nor undue claims beyond legal liabilities, shall use intimidating behavior nor violence concerning transactions, shall spread rumor, use fraudulent means nor force to damage credit nor obstruct business of the other party, shall foster the activities of anti-social groups, contribute to their businesses nor provide benefits thereto, nor shall perform any other equivalent acts listed above.
- 1. The Agreement and ToU shall be governed by the laws of Japan in all respects of validity, construction and performance thereof.
- 2. All lawsuits arising out of or in connection with the Agreement shall be exclusively settled by the Tokyo District Court or Tokyo Summary Court of Japan depending on the sum of the claim for the first instance.
- 1. The ToU of the Sansan API shall become effective from April 23, 2018.
- 2. The ToU shall also be applied to acts by a User performed before the effectuation of the ToU.
(1) to alter, tamper with, or analyze the Sansan API, the Specifications or any other material that SANSAN provides;
(2) to disclose any confidential technological information regarding the Sansan API;
(3) to use the Sansan API except under the circumstances instructed in the Specifications;
(4) to make excessive access to or attack the Sansan API regardless of the User’s intent;
(5) to use information acquired through the Sansan API using the API Key for purposes other than any service that provides information via Sansan API to customers;
(6) to sell, lend, lease or sub-license the right to access the Sansan API;
(7) any use of the Sansan API by SANSAN’s competitor;
(8) any act of reverse engineering, reverse assembling or reverse compiling;
(9) any act of gaining access to the Sansan API or obtaining information relating to the Sansan API by way of scraping, crawling (by crawlers, robots or programs such as spiders) or any other similar means
(10) to send any harmful program such as computer viruses and place burden on the Service or to enable the Sansan API to receive such harmful programs;
(11) any act inappropriate for a collaboration work to make a business application software such as using the Sansan API in a way that deviates from the reasonable standard of trade practices;
(12) any other act which SANSAN considers inappropriate.
Article 10 (Cancellation and/or Termination)
Either of the parties hereto is entitled to cancel this Agreement with immediate effect, without sending any prior notice to the other party if any of the following events occurs on the other;
Article 11 (Confidentiality)
Users and SANSAN shall keep secret and confidential any and all technical, operational, and other business-related information supplied by each of the parties. However, Notwithstanding the preceding, however, the materials and information falling under any one of the following items shall not be included in the confidential information which shall be kept secret and confidential (“Confidential Information”):
Article 12 (Assignment)
A User shall neither assign nor transfer to any third party, nor hypothecate any rights or obligations hereunder without prior written approval by SANSAN.
Article 13 (Ownership)
The ownership, copyrights, trademarks, patents, and any other rights of the things SANSAN provides to the User in the course of the performance of the Agreement, including, but not limited to, software and hardware, belong, unless the Agreement stipulates otherwise, solely and exclusively to SANSAN or the third parties which have given SANSAN permission to utilize them, and Users shall not have any right relating to them in any case.
Article 14 (Elimination of Anti-Social Groups)
Article 15 (Force Majeure)
SANSAN shall not be liable to a User for any failure or delay in the performance of any of its obligations under the Agreement when such failure or delay is caused by acts of God, typhoons, earthquakes, electric power failure, fires, labor disputes, riots, epidemics, failure or delay by its suppliers, changes in laws or orders, ordinances, regulations, orders, instructions or any other actions by any national or local government agencies, problems with the transportation, or any other contingencies beyond reasonable control of SANSAN.
Article 16 (Governing Law and Jurisdiction)
Article 17 (Independent Contractor)
With regard to the relationship between a User and SANSAN, both parties are independent contractors and the Agreement do not constitute a legal partnership, employment relationships, nor agent-and-principal relationship with each other.
Article 18 (Non-Waiver)
Even if SANSAN do not request a User to perform any of his or her obligation hereunder or if such request is delayed, any of SANSAN’s rights hereunder shall not be waived.
Article 19 (Severability)
Even if a part of the provisions of the Agreement is invalidated by any laws or any judgment of a court, the other provisions of the Agreement remain valid.