Effective on March 10, 2023
Startbahn, Inc.
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These Startrail PORT API/SDK Terms of Service (these “Terms”) set forth the terms of service for “Startrail PORT API/SDK” (the “Service”) provided and made public by Startbahn Inc. (“we” or “our” or “us”). Before using the Service, please read carefully and agree to the full text of these Terms, and by agreeing to these Terms, you will also need to agree to Startrail PORT Terms of Service.
1. Definitions
The terms used herein will have the following meanings:
- “API/SDK Usage Agreement” means the agreement between Developer and us under these Terms.
- “Developer” means a user who uses the API or SDK upon the conclusion of an API/SDK Usage Agreement.
- “End User” means an end user of the services provided by Developer.
- “Developer Services” means the services provided by Developer to End User.
- “Startrail” means the blockchain infrastructure service that we offer as a service.
- “API” means an API (Application Programming Interface) that provides functionality to enable integration with Startrail, details of which are available on this page.
- “SDK” means a software development kit provided by us that is used by third-party developers to create applications that can be used in integration with Startrail.
2. Grant of License
2.1. We grant Developer a non-exclusive license to use the API/SDK within the scope of providing Developer Services.
2.2. Developer shall not assign, succeed, grant a security interest in, or otherwise dispose of the right to use the API/SDK without our prior written consent and shall not sublicense to any third party.
3. Obligations of Developer
3.1. Developer shall enter into a user agreement (including a contract entered into terms of use for Developer Services applicable to End User in general) with End User regarding the manner and content of Developer Services at Developer’s own decision.
3.2. Developer’s preparation and maintenance of computers, software, and other equipment, cloud environment, or usage environment necessary to access our system via the API/SDK shall be at the expense and responsibility of Developer.
3.3. Developer shall, concerning Developer Services, take necessary security measures at Developer’s expense and responsibility to prevent infection with computer viruses, hacking by third parties, tampering or other unauthorized entry into the network, or leakage of information.
4. Our Obligations
4.1. We shall provide Developer with End User inquiry response and technical support for Developer regarding the API/SDK during our business hours.
4.2. We shall take necessary security measures for the API/SDK at our expense and responsibility to prevent infection with computer viruses, hacking by third parties, tampering, or other unauthorized intrusions into our network or leakage of information.
5. Representation and Warranty
5.1. We represent and warrant to Developer that on the date of the API/SDK Usage Agreement, to the best of our knowledge, that:
- we are legally established under the laws of Japan and have the right and ability to legally enter into the API/SDK Usage Agreement and to perform it; and
- the API/SDK does not conflict with or infringe any patents, copyrights, trademarks, design rights, utility model rights, or any other intellectual property rights of any third party.
5.2. Developer represents and warrants to us that on the date of the API/SDK Usage Agreement, to the best of Developer’s knowledge, that Developer Services do not conflict with or infringe upon patents, copyrights, trademarks, design rights, utility model rights, or any other intellectual property rights of any third party.
6. Prohibited Activities
6.1. Developer shall not engage in:
- duplicating or altering, or reverse engineering such as decompiling or disassembling, all or part of the API/SDK or our systems or programs accessed via the API/SDK;
- licensing, selling, lending, transferring, disclosing, or leasing our systems, etc. to third parties;
- infringing the intellectual property rights of other third parties and those who the API/SDK is licensed, other than us, our business partners, and Developer, and defaming the property, credit, reputation, etc. of such parties, or infringing their privacy rights, portrait rights or other rights;
- using our trademarks, name, and logo, etc., without our prior consent;
- using the API/SDK and its derivatives beyond the purposes of the license;
- violating any laws or regulations regarding API/SDK integration;
- significantly increasing the load on our systems, etc.;
- interfering with a third party's access to the API/SDK;
- conducting acts that are offensive to public order and morals and may cause significant discomfort to others;
- infecting with computer viruses, hacking, tampering, or other unauthorized access to the sites, servers, or systems operated by us, or other actions that may reduce the security of our systems, etc.; and
- acting equivalent to each of the preceding items.
6.2. We shall not engage in:
- infringing the intellectual property rights of Developer, Developer's business partners, or other third parties, and damaging the property, credit, reputation, etc. of such parties, or violating their privacy rights, portrait rights, or other rights;
- using Developer's trademarks, the company names, logos, etc. without Developer's prior consent;
- violating any laws or regulations regarding API/SDK integration;
- conducting acts that are offensive to public order and morals and may cause significant discomfort to others;
- infecting with computer viruses, hacking, tampering, or other unauthorized access to the sites, servers, or systems operated by Developer or other actions that may reduce the security of Developer's system, etc.; and
- acting equivalent to each of the preceding items.
7. Suspension of the use of the API/SDK
7.1. We may suspend the use of all or a part of the API/SDK by:
- notifying Developer in advance of any downtime periods required for routine maintenance; or
- Notifying Developer of a temporary suspension period necessary for urgent security measures other than (1) above.
7.2. We shall notify Developer at least ten (10) business days before the start of the suspension period if we intend to suspend all or a part of the API/SDK under 7.1. (1). However, if there are unavoidable reasons for urgent security measures, we shall notify Developer in advance or promptly thereafter.
7.3. Developer who is notified by us shall inform End User about all or a part of the suspension of the API/SDK at Developer’s own decision. The same shall apply when other API/SDK integrations are suspended or restricted.
8. API/SDK Updates
8.1. We may, at its sole discretion, update the API/SDK, and Developer will be liable for any integration changes made by Developer that are required as a result of API/SDK updates by us at Developer's expense.
8.2. If there is an API/SDK update that is incompatible or significantly changes functionality, we shall endeavor to provide at least sixty (60) days' notice. If it is necessary to update the API/SDK immediately, we shall endeavor to notify Developer in advance as much as practically possible.
8.3. We have no obligation to provide the support, software upgrades, enhancements, or API/SDK updates to Developer or End User.
9. Intellectual Property Right
9.1. All intellectual property rights related to the API/SDK and its derivatives are reserved to us and are not assigned or transferred to Developer by the API/SDK Usage Agreement.
9.2. Developer or we shall immediately notify the other party if either party receives a complaint, claim, injunction, or any other claim because the API/SDK infringes any intellectual property rights of a third party.
9.3. Upon receiving a notice from Developer in the preceding paragraph, we shall immediately investigate whether there is any infringement of a third party's rights and the cause thereof and resolve the matter at our expense and responsibility. If the infringement of a third party's rights is caused by a reason attributable to Developer, such as when the infringement is caused by the instruction or request of Developer, Developer shall resolve it at its own expense and responsibility, and if Developer and we are both responsible, we shall bear responsibility in proportion to its cause, and the details of such responsibility shall be determined by consultation between Developer and us.
10. Feedback by Developer
If Developer provides comments, suggestions, or feedback to us regarding the API/SDK or Startrail, we are free to use, disclose, reproduce, license, or otherwise exploit such comments, suggestions, or feedback in any way we deem appropriate without any obligation or restriction whatsoever.
11. Measures on the Termination of API/SDK Usage Agreement
Upon termination of API/SDK Usage Agreement for any reason, Developer shall erase and destroy the API/SDK, all derivatives, and materials that are not available to the public.
12. Scope of Liabilities
If Developer suffers damages due to reasons attributable to us, we shall compensate Developer for ordinary damages (not including special damages and lost profits) up to the total amount of the compensation paid by Developer to us for the most recent three (3) months of API/SDK usage. However, this shall not apply if the occurrence of such damages is based on our willful act or gross negligence.
13. Business Transfer, etc.
In the event of any business transfer of the Service to a third party, or the event of a corporate split, merger, other organizational restructuring, or any other transaction that results in the business transfer (the “Business Transfer, etc.”) Developer hereby agrees to the Business Transfer, etc. in advance under this Article.
14. Changes to these Terms
14.1 We may change these Terms at any time at its discretion. In the event of a change of these Terms, we shall post the modified Terms on our website. For a change of these Terms, we will notify Developer of the change of these Terms, the contents of the modified terms, and the effective date of the change by a public announcement on the Service or other methods prescribed by us.
14.2 Notwithstanding the provisions of the preceding paragraph, we will obtain the consent of Developer separately in a manner prescribed by us for any change to these Terms that requires the consent of Developer under applicable laws and regulations.
15. Severability
If any provision of these Terms or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws or regulations, the remaining provisions of these Terms and the remainder of any provision that is determined to be invalid or unenforceable in part shall remain in full force and effect.
16. Governing law
These Terms and the relationship between Developer and us shall be governed by the laws of Japan.
17. Jurisdiction
If any dispute arises out of or in connection with these Terms or the relationship between Developer and us, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.
18. Language
The Japanese version of these Terms is the official language. If there is any inconsistency between the Japanese version of these Terms and any other language, the Japanese version shall prevail.