Article 1 (Application of Terms and Conditions)
NTT Communications Corporation, a Japanese company with its principal place of business at 1-1-6 Uchisaiwai-cho Chiyoda-ku, Tokyo 100-8019 (“Company”) establishes these Terms and Conditions for (“API Terms & Conditions”) for providing an API gateway service, including the provision of the NTT Com API specifications, the API gateway and the developer portal page (“API Gateway Service”) to API Gateway Subscriber (as defined below) and Company shall enter into agreement with API Gateway Subscriber pursuant to the API Terms & Conditions (“API Gateway Service Agreement”).
The service specification of API Gateway Service is as set forth in specific service conditions documents. Company may amend the service specification of API Gateway Service without prior notice, provided that Company shall notify the amended service specification in the developer portal page(“Developer Portal”).
Article 2 (Changes to the API Terms & Conditions)
2.1 Company may amend the API Terms & Conditions. Unless otherwise specified, the service conditions of the API Gateway Service shall be subject to the amended API Terms & Conditions.
2.2 Amendments under Article 2.1, if any, will be notified to the parties to the API Gateway Service Agreements (which refers to those who have individually entered into an agreement for the API Gateway Service with the Company; hereinafter, individual “API Gateway Service Subscriber” or simply “Subscriber”) by the method prescribed in Article 21. These amendments shall become effective as set forth in Article 21..
Article 3 (Application of API Gateway Service)
3.1 The applicant for the API Gateway Service Agreement shall agree to the API Terms & Conditions.
3.2 In order to use API Gateway Service, API Gateway Subscriber must have contract for the services provided by Company and/or the “Affiliates” (which refers to the Company’s affiliates as https://www.ntt.com/privacy_e/) as specified in Attachment 1 (“Relevant Services") with Company and/or the Affiliates and receiving Relevant Services at the time the API Gateway Service is to be provided to API Gateway Subscriber.
Article 4 (Acceptance of Application for API Gateway Service Agreement)
4.1 Company shall accept the application for the API Gateway Service in the order it is received.
4.2 The Company may not accept an application if it determines the application to fall under any of the followings:
When API Gateway Subscriber is not the same as the customer in contract with Company and/or the Affiliates for the use of the Relevant Services (“Relevant Services Customer”);
(2) When the acceptance of the application presents considerable obstacles from technical or any other perspective;
(3) When the applicant for the API Gateway Service, at the sole discretion of the Company, is determined to fall under, or is likely to fall under, either of the conditions stated in the items in Article 11.1;
(4)When the application submitted includes false information; or
(5) When Company is facing considerable operational obstacles for the provisioning of API Gateway Service.
4.3. Even after an API Gateway Service Agreement has been executed, the Company may cancel its acceptance under Article 4.1 above if it recognizes that the relevant application falls under any of the items of Article 4.2. In the event of such cancellation, the Company shall not be liable for any damage suffered by the API Gateway Service Subscriber, API Gateway Service Users as defined in Article 6.1 and End Users as defined in Article 19.1(2) due to the cancellation. The API Gateway Service Subscriber shall indemnify and hold harmless the Company against any damages and pay the costs incurred by the Company up to the date of the cancellation.
4.4. When the Company decides not to accept an application for the API Gateway Service, the Company will notify the applicant of such decision.
Article 5 (Login ID and API Key)
5.1 Company shall notify API Gateway Service Subscriber of the login ID and other information including necessary information to use the API Gateway Service (“Login ID”) and API Gateway Service Subscriber is entitled to manage any additions, changes and removes of API Gateway Service User under API Gateway Service Subscriber’s own responsibility.
5.2 The Company shall provide the API key for the API Gateway Service and other information including information necessary to use the API Gateway Service (hereinafter, “API Key”) on the Developer Portal.
5.3 API Gateway Service Subscriber shall maintain the Login ID and the API Key, (hereinafter, “Login ID and API Key”) under its own responsibility. In addition, API Gateway Service Subscriber may disclose the Login ID and API Key to API Gateway Service Users at its own responsibility subject to this API Terms & Conditions.
5.4 The Company shall not be liable for any API Gateway Service Subscriber’s damages caused by leak of Login ID to a third party due to reasons not attributable to the Company. API Gateway Service Subscriber shall be responsible for any Company’s, the Affiliates’ or any third party’s damages caused by API Gateway Service Subscriber’s inadequate safekeeping of Login ID and API Key misuse of Login ID and API Key or any other reasons due to API Gateway Service Subscriber.
5.5 In case the Login ID and API Key defined in Article 5.3 is forgotten or stolen, API Gateway Service Subscriber shall promptly notify Company thereof and, API Gateway Service Subscriber shall follow Company’s instructions if given.
Article 6 (Additions, Changes and Removals of API Gateway Service Users)
6.1 API Gateway Service Subscriber is entitled to manage any additions, changes and removals of employees, etc. of the API Gateway Service Subscriber or any third party designated in advance by the API Gateway Service Subscriber as individuals whom the API Gateway Service Subscriber will allow to use the API Gateway Service(“API Gateway Service User(s)”) under its own responsibility with a method separately designated by the Company. API Gateway Service Subscriber acknowledges that by enabling API Gateway Service Users to access API Gateway Services, API Gateway Service Users are able to manipulate and view the contents of Relevant Services provided to API Gateway Service Subscriber contained in the API Gateway Service.
6.2 For the purpose of 6.1, at API Gateway Service Subscriber ’s own discretion and responsibility, API Gateway Service Subscriber shall give all necessary authorization to API Gateway Service Users (including third parties if their employees or other personnels are API Gateway Service Users) to use API Gateway Services, and shall take supervisory responsibility for the use of API Gateway Service by API Gateway Service Users, by causing each API Gateway Service User to confirm in writing his/her understanding and consent to the requirements for using the API Gateway Service (including, but not limited to, the provisions set forth herein) or any other appropriate measures.
6.3 API Gateway Service Subscriber shall obtain from API Gateway Service Users the consent to the Terms of Personal Information Protection regarding API Gateway as specified in Attachment 2 (“Terms of Personal Information Protection”)before registering or adding API Gateway Service Users for API Gateway Service.
6.4 API Gateway Service Subscriber shall be responsible for any Company’s, the Affiliates’ or any third party’s damages caused by API Gateway Service User’s misuse of API Gateway Service or any other reasons attributable to API Gateway Service Subscriber or API Gateway Service Users.
Article 7 (Termination of Agreement by Subscriber)
If API Gateway Service Subscriber wishes to terminate the API Gateway Service Agreement, API Gateway Service Subscriber shall notify Company in writing prior to such termination with a method separately designated by the Company. Company will not be liable for any damages incurred by API Gateway Service Subscriber, including damages incurred by a third party, caused by the termination of the API Gateway Service Agreement.
Article 8 (Termination of Agreement by Company)
8.1 The Company may terminate the API Gateway Service Agreement with the API Gateway Service Subscriber, if the API Gateway Service Subscriber falls under any of the followings:
(1) When API Gateway Service is suspended pursuant to any event listed in Article 11.1 and API Gateway Service Subscriber fails to cure such events thereafter.
(2) When the API Gateway Service Subscriber is found to have stated false information in representations made to the Company under Article 3; or
(3) When the API Gateway Service Subscriber is in breach of this API Terms & Conditions in any other perspective.
8.2 Company may terminate the API Gateway Service Agreement with the API Gateway Service Subscriber if all of the agreements for Relevant Services entered into between the Company and/or its Affiliates and such API Gateway Service Subscriber have been terminated.
8.3 In case Company terminate the API Gateway Service Agreement pursuant to Article 8.1, and 8.2, Company will notify the API Gateway Service Subscriber thereof in advance except in the case of emergency. Company shall not be liable for any damages incurred by the API Gateway Service Subscriber caused by such suspension of the API Gateway Service.
Article 9 (Other Service Conditions)
Other service conditions of the API Gateway Service are as set out and shown in the Developer Portal.
Article 10 (Suspension of Service)
10.1 In the event of any of the following, Company may suspend the use of all or a part of the API Gateway Service,
(1) When it is unavoidable for reasons associated with maintenance or construction work for the relevant facilities of the Company or for reasons associated with the provision of the service;
(2) When a force majeure event or any other emergency event occurs or may occur.
(3) When the API Gateway Service is not operating normally, and making the uninterrupted provision of the API Gateway Service is extremely difficult;
(4) When the provision of the API Gateway Service has become difficult due to a mandatory disposition under laws and regulations, etc.; oｒ
(5) When the suspension of all or a part of API Gateway Service is necessary in order for Company to protect the facilities of Company from acts of unauthorized computer access.
10.2 In case Company suspend the usage of API Gateway Service pursuant to Article 10.1 above, Company shall notify the API Gateway Service Subscriber in advance of such suspension in the way specified by Company except in case of emergency, where Company may suspend API Gateway Service without notice to the API Gateway Service Subscriber.
Article 11 (Termination of Use)
11.1 In the event of any of the following, Company may suspend all or a part of the API Gateway Service.
(1) When the API Gateway Service Subscriber breaches Article 19.
(2) When the API Gateway Service Subscriber commits any other act that breaches the API Gateway Service Agreement, which hinders or may hinder Company’s business operations or Company’s facilities related to API Gateway Service Agreement.
11.2 If Company is to suspend the usage of API Gateway Service pursuant to Article 11.1 above, Company shall notify the API Gateway Service Subscriber of the reason, the date and the period of suspension, except in an emergency case where Company shall suspend without notice to the API Gateway Service Subscriber. Company shall not be liable for any damages incurred by the API Gateway Service Subscriber caused by such suspension of the API Gateway Service.
Article 12 (Data Retention Period)
Company may delete the data provided in the API Gateway Service without the API Gateway Service Subscriber’s approval after the data retention period determined by Company is expired.
Article 13 (No-Warranty)
13.1 The Company shall not warrant the following with respect to the API Gateway Service, the responses made by the Company to inquiries under Article 18 and any other information provided by the Company in relation to the API Gateway Service Agreement (hereinafter collectively, the “API Gateway Related Service”):
(1) There are no defects in the API Gateway Related Service;
(2) The API Gateway Related Service, etc. is fit for particular purposes or uses intended by the API Gateway Service Subscriber, and demonstrates reliability and accuracy from the standpoint of such purposes or uses;
(3) The API Gateway Related Service is available for provision by the Company at all times; and
(4) The API Gateway Related Service does not infringe the rights of any third party.
13.2 The data provided by Company in the API Gateway Related Service shall be used for the purpose of analyzing the API Gateway Service Subscriber’s usage of the Relevant Services and Company does not guarantee nor be liable for the data results.
13.3 In case of circuit or other network interruption, the unavailable period of the Relevant Service will be calculated based on the applicable terms and conditions of the Relevant Services regardless of the figures shown in the API Gateway Service. In case there is loss or lack of data in the API Gateway Service due to changes or outages in the circuit or network, Company shall not guarantee the recovery of such data loss or unavailability.
Article 14 (Charges)
API Gateway Service is provided with no charge.
Article 15 (Compensation for Damages)
15.1 Company has the right to claim the API Gateway Service Subscriber for any damages incurred by Company due to the API Gateway Service Subscriber’s willful misconduct or negligence.
15.2 Company shall not be liable for any damages incurred by the API Gateway Service Subscriber, API Gateway Service User, End User or any other third party unless such damages incurred by the Company’s gross negligence or willful misconduct.
Article 16 (Force Majeure)
16.1 In case force majeure or any other event of emergency occurs or may occur, Company will not be liable for any the API Gateway Service Subscriber’s or third party’s damages caused by the measures taken by Company unless such damages incurred by the Company’s gross negligence or willful misconduct..
16.2 Company may terminate the API Gateway Service Agreement if the facilities involving the API Gateway Service is damaged or lost due to force majeure or any other event of emergency and Company judges the repair or the restoration is quite difficult or impossible to be made.
Article 17 (Termination of API Gateway Service)
17.1 Notwithstanding termination pursuant to Article 8, Company may terminate all or a part of the API Gateway Service. In such case, the API Gateway Service Agreement relating to all or a part of the API Gateway Service shall be terminated.
17.2 Company shall not be liable for any damages incurred by the API Gateway Service Subscriber or any third party as a consequence of the termination of all or a part of the API Gateway Service.
17.3 In case Company terminate all or a part of the API Gateway Service pursuant to Article 17.1, Company shall notify the API Gateway Service Subscriber within reasonable period of time before such termination.
Article 18 (Inquiries to the Company)
18.1. API Gateway Service Subscribers may make inquiries concerning the API Gateway Service through the Developer Portal using the method separately designated by the Company.
18.2. The Company shall respond in good faith to inquiries made by API Gateway Service Subscribers under Article 18.1 above; provided, however, that the Company shall not warrant that it will provide answers to all inquiries from API Gateway Service Subscribers.
18.3. With a view to improving the quality of the services provided by the Company, the Company may make public, through the Developer Portal and/or on any other site including the website separately managed by the Company, the contents of inquiries made to the Company by API Gateway Service Subscribers under this Article and the answers of the Company to such inquiries.
18.4. The Company shall be entitled to outsource the service of responding to and answering inquiries from API Gateway Service Subscribers under this Article to a third party separately designated by the Company. If such case, the Company will provide information concerning API Gateway Service Subscribers and the contents of inquiries to such third party, only within the scope necessary to perform the outsourced service.
Article 19 (API Gateway Service Subscribers’ Obligations)
19.1 API Gateway Service Subscriber shall meet the following obligations;
(1) The API Gateway Service Subscriber shall use the API Gateway Service at its own responsibility. Furthermore, the Subscriber shall develop and use “API-enabled Services” (which refers to services independently developed by API Gateway Service Subscribers operated with connection with the API Gateway Service) and assume all responsibilities for such API-enabled Services.
(2) In the event of any detriment suffered by any “End User” (which refers to an individual who is using or planning to use API-enabled Services), the API Gateway Service Subscriber shall deal with such detriment at its own responsibility regardless of the reasons therefore, and indemnify and hold harmless the Company from any claim or damage incurred therefrom.
(3) When using the API Gateway Service, API Gateway Service Subscriber shall not commit any act of:
(a) Infringing or being likely to infringe of any intellectual property rights including, but not limited to, patent rights, utility model rights, copyrights, design rights, trade marks, of any third party;
(b) Transmitting harmful computer programs including other similar programs or leaving such programs in a state that can be received by any third party;
(c) Obstructing or being likely to obstruct the use or operation of the equipment for the API Gateway Service of the Company or any third party;
(d) In the judgment of the Company, violating laws or these API Terms & Conditions, disturbing public order and morals or significantly infringing the right of any third party; or
(e) Altering, reverse engineering, reverse assembling, reverse compiling, translating or otherwise analyzing the API Gateway Service.
19.2. API Gateway Service Subscriber shall ensure that all of its API Gateway Service Users and End Users comply with the conditions listed in Article 19.1 (3) when using the API Gateway Service or API-enabled Services, as applicable, and shall be responsible to the Company for any damages suffered by the Company due to any violation by any of its API Gateway Service Users or End Users.
19.3. API Gateway Service Subscriber shall use the “NTT Com API Specifications” (which refers to the API for various Relevant Services provided by the Company) solely for the purposes of developing and providing API-enabled Services through use of the API Gateway Service and not for any other purpose. The API Gateway Service Subscriber may disclose and make available the NTT Com API Specifications to its API Gateway Service Users solely within the scope necessary for the development and provision through use of the API Gateway Service.
19.4. Except as specified in Article 19.3 above, the API Gateway Service Subscriber shall not replicate, alter, or translate the NTT Com API Specifications, nor shall it cause any third party (including its API Gateway Service Users and End Users) to commit any such act.
Article 20 (Response to Inquiries from End Users)
20.1. API Gateway Service Subscriber shall establish a system which will allow it to effectively respond to complaints, inquiries, disputes and so on from or with End Users and other third parties in relation to API-enabled Services (together with those related to responses made by the Company under Article 19, “Disputes”), and shall resolve any Disputes at its own cost and responsibility.
20.2. In the event of any Dispute between the Company and an End User or other third party in relation to an API-enabled Service, API Gateway Service Subscriber shall respond to such Dispute in good faith at its own cost and responsibility.
20.3. Notwithstanding Article 20.1 and 20.2, if the Company suffers any damages arising out of the Company having responded to such Dispute or any other reasons related to such Dispute, API Gateway Service Subscriber shall indemnify the Company from such damages.
20.4. API Gateway Service Subscriber agrees in advance that, in the event of a Dispute between the Company and an End User or other third party in relation to an API-enabled Service, the Company will disclose to such End User or third party the information related to the API Gateway Service Subscriber, including the name, address, phone number or other contact information concerning the API Gateway Service Subscriber.
20.5. API Gateway Service Subscriber shall notify the Company of any inquiries from End Users or other third parties concerning the API Gateway Service that are not related to its API-enabled Services without delay.
Article 21 (Notification to Subscribers)
Any notice given by the Company to API Gateway Service Subscriber hereunder shall be deemed given when delivered with any of the following methods:
(1) The Company will post a notification on its website. The notification to API Gateway Service Subscribers shall be deemed completed upon the posting of the notification on the website;
(2) The Company will send a notification via email to the email address or via fax to the fax number of each API Gateway Service Subscriber that was notified by the API Gateway Service Subscriber to the Company at the time of application for use or thereafter; The notification sent by this method to the API Gateway Service Subscriber shall be deemed completed upon the arrival of the email at the server on which the email addresses of the API Gateway Service Subscriber is being managed or the arrival of the fax at the fax receiver of the API Gateway Service Subscriber;
(3) The Company will send a notification by postal mail to an API Gateway Service Subscriber at the address that was notified by the API Gateway Service Subscriber to the Company at the time of application for use or thereafter; The notification sent by this method to the API Gateway Service Subscriber shall be deemed completed upon the arrival of the postal mail at the address of the API Gateway Service Subscriber; or
(4) The Company will send a notification to an API Gateway Service Subscriber by any other method deemed appropriate in its judgment. The notification sent by such method to the API Gateway Service Subscriber shall be deemed completed as of the time designated by the Company in such notification.
Article 22 (Change of Notified Information)
If any change has occurred in the information given by an API Gateway Service Subscriber to the Company at the time of application or thereafter, the API Gateway Service Subscriber shall notify such change without delay through a method designated by the Company. The Company shall not be liable for any detriment suffered by the API Gateway Service Subscriber due to the its failure to provide such notifications.
Article 23 (Use of Personal Data)
23.1 Any information provided to Company in relation to the provision of the API Gateway Service shall be handled according to the Terms of Personal Information Protection and Company’s Privacy Policy.
23.2 In case of any conflict between the terms of the Terms of Personal Information Protection and those of Company’s Privacy Policy, the terms of the Terms of Personal Information Protection shall take precedence and apply.
Article 24 (Intellectual Property)
24.1 Any of the copyright (including the right provided in Articles 27 and 28 of the Copyright Act of Japan) or the moral right of an author (meaning the rights provided in Articles 18 to 20 of the Copyright Act of Japan) on the work (including specification documents or operation manuals relating to the API Gateway Service or Relevant Services, as well as including all derivative works produced by API Gateway Service Subscribers, API Gateway Service Users and End Users through use of all or part of such works) provided by Company in the provision of the API Gateway Service and any of the intellectual property right of the know-how included in the work shall belong to Company or the party that Company specifies.
24.2. API Gateway Service Subscribers shall not use the trademark, logo, etc. of the Company (hereinafter, “Trademark”) without the prior written consent of the Company.
Article 25 (No Assignment)
API Gateway Service Subscriber shall not assign its right to receive the provision of the API Gateway Service under these API Terms & Conditions to any third party without the Company’s prior written consent.
Article26 (Governing Law)
The provision of the API Gateway Service and this API Gateway Service Agreement shall be governed by and construed in accordance with the laws of Japan without reference to the principles of conflict of laws.
Article27 (Jurisdiction)
Any and all disputes out of or in connection with this API Gateway Service Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.
Attachment 1
Relevant Services provided by Company and/or the Affiliates
Attachment 2
Terms of Personal Information Protection
regarding API Gateway Service
Definition
This Terms of Personal Information Protection regarding API Gateway Service (“Terms”) stipulates the matters relating to the handling of user information regarding the API Gateway Service (“API Gateway Service”) provided by NTT Communications Corporation (“we”, “our” or “us”).
Types of Personal Information to be Acquired and the Means of Acquisition
Through the customers that has executed a API Gateway Service contract with us (“Party to API Gateway Contract”) or through the API Gateway Service User who accesses to the API Gateway Service (defined below), we will acquire the email address, telephone number and name , company name and company id , source IP address and accessed time, all data of HTTP request and response, the contents of question ,(collectively, “Personal Information”) of each person who uses the API Gateway Service by logging into the site of the API Gateway Service (“API Gateway Service User”).
Use of Personal Information
We will share and jointly use the Personal Information in accordance with our Privacy Policy (https://www.ntt.com/privacy_e/).
For the purpose of Article 3.1, we will transfer the Personal Information domestically or internationally to our affiliates and make them use such Personal Information.
There will be occasions where we will, for the purpose of information processing or otherwise, subcontract the storage, management or processing of the Personal Information that we acquire to third parties. For outsourcing, we will only choose such subcontractors that have a personal information management standard which is of the same or the higher standard compared to the security control measurement standard that we set, and we will conduct adequate supervision and management.
Disclosure or Provision of Personal Information
Our Group will not disclose or provide the Personal Information acquired from the API Gateway Service User to any third party other than to Our Group, without obtaining consent of such API Gateway Service User unless otherwise provided in the applicable laws, regulations and rules.
Consent and Withdrawal
By using the API Gateway Service, the API Gateway Service User will be deemed to have confirmed this Terms and agreed to its provisions and to have given consent for the Personal Information of such API Gateway Service User to be acquired by us, transferred abroad and used jointly within Our Group in accordance with this Terms.
Prior to the provision of Personal Information of the API Gateway Service User to us, the Party to API Gateway Contract will ensure that the API Gateway Service User has given consent as stipulated under Article 5.1.
The API Gateway Service User may at any time withdraw the consent stipulated under Article 5.1 by ceasing the use of the API Gateway Service and deleting the user registration.
Privacy Policy
In addition to this Terms, the Personal Information will be handled in accordance with our Privacy Policy (https://www.ntt.com/privacy_e/). In case of any conflict between the terms of this Terms and those of our Privacy Policy, the terms of this Terms shall take precedence and apply.
Revision
We may revise this Terms from time to time which will be announced on our website.