HENNGE One API Terms of Service

Updated on Jun 12th, 2023

* You can check previous versions of terms of service from here.

HENNGE One API Terms of Service

These HENNGE One API Terms of Service (“HENNGE One API TOS”) set forth the terms and conditions for Customer to comply with as Customer utilize HENNGE One API provided by HENNGE in order to enable linkage to Customer’s system with HENNGE ONE also provided by HENNGE.

Article 1 Definitions

Following terms used herein shall have meanings as set forth below;
(1) “Service” shall mean HENNGE One provided by HENNGE and its content as well as provision terms shall be as prescribed in the HENNGE One Terms of Service.
(2) “Original TOS” shall mean the HENNGE One Terms of Service as set forth in the preceding item.
(3) “Customer” shall mean a customer who utilizes the Service under the Original TOS.
(4) “API” shall mean HENNGE One API which is provided by HENNGE to Customer.
(5) “Use Agreement” shall mean the use agreement related to the API which is formed between HENNGE and Customer who agrees to be bound by these HENNGE One API TOS.
(6) “API Specification” shall mean technical and other information provided by HENNGE and which is necessary to utilize the API.
(7) “API Authentication Information” shall mean authentication information issued by HENNGE to Customer who has executed the Use Agreement with HENNGE and which is necessary for such Customer to utilize the API.

Article 2 Application of HENNGE One API TOS

1. These HENNGE One API TOS shall apply to all Customers who utilize the API. Upon Customer’s acceptance of these HENNGE One API TOS, the Use Agreement between HENNGE and such Customer is formed.
2. These HENNGE One API TOS supplement and/or amend the Original TOS and shall be deemed as one and the same agreement with the Original TOS. In the event of any contradiction between the provisions of these HENNGE One API TOS and the Original TOS, provisions of these HENNGE One API TOS shall prevail.

Article 3 Utilization of the API

1. Technical specification of the API shall be as set forth in the API Specification.
2. HENNGE grants Customer who executed the Use Agreement pursuant to Article 2, paragraph 1 herein, a non-exclusive and non-transferrable right to utilize the API and the API Specification in accordance with these HENNGE One API TOS and other conditions of use provided by HENNGE for the purpose of linking the Service to Customer’s system.
3. Customer shall, as they utilize the API, set up and manage the necessary facility and connect such facility to the internet utilizing communication services provided by the communication service providers under Customer’s own responsibility and expense.

Article 4 Confirmation of Customer’s Utilization Method of the API

HENNGE may, as it deems necessary from security and user protection point of view as well as for other rational reasons, confirm Customer’s utilization method of the API with prior consent from Customer.

Article 5 Service Fee

Customer may utilize the API for free of charge in principle; provided however charges may be imposed in the event of following cases;
(1) HENNGE notifies Customer beforehand that utilization of the API will be with charge, such as by posting on its website or by other means;
(2) HENNGE and Customer agree otherwise with respect to utilization of the API; or
(3) HENNGE otherwise determines that restriction of use and charge are necessary for Customer for its use.

Article 6 Management of the API Authentication Information

1. HENNGE shall issue the API authentication information to Customer who executed the Use Agreement pursuant to Article 2, paragraph 1 herein.
2. Customer may not disclose, lend or share its API authentication information to or with any third party and strictly manage the information to avoid leakage to any third party. HENNGE shall not be liable in any way or manner in the event of any damage incurred by Customer or by any third party due to mismanagement, error or use by a third party of the API authentication information.
3. In the event that any third party links its system with the Service utilizing the API authentication information, HENNGE shall regard such conduct as Customer’s own use and Customer shall be responsible for all the consequences of such use. Also, in the event that HENNGE incurs any damage due to such third party’s use, Customer shall be liable for such damage; provided however this shall not apply if such use of the API authentication information by an third party occurred due to reasons attributable to HENNGE.

Article 7 API Change

1. HENNGE may, without obtaining Customer’s consent, change and/or add the content or specification of the API, whole or a part, at HENNGE’s sole discretion (“API Change”).
2. Customer shall make any necessary change and/or adjustment for Customer’s facility at its own expense and under its own responsibility due to such API Change.

Article 8 Suspension of Provision of API

1. In the event of either of the following cases, HENNGE is entitled to suspend the API, whole or a part without prior notice to Customer;
(1) Inability to utilize the facility which is set up by HENNGE to provide the API (“HENNGE Facility”) or the facility of a telecommunications carrier or other party(ies) which is utilized to provide the API (“Facility of Telecommunications Carrier and Others”) due to maintenance, inspections, construction work or failure of such each facility;
(2) Inability to utilize HENNGE Facility or Facility of Telecommunications Carrier and Others due to power outage or other inevitable reasons;
(3) Circumstances where HENNGE or the telecommunications carrier may not provide the Service, such as the government authorities’ decisions, war, subversive activities, armed conflicts, embargo, fire, flood, or other serious disasters, pandemic, strikes or other labor dispute, stoppage or delay of transportation, failure, stoppage, or delay of any third party’s service or communication methods which are not attributable to supplier or infrastructure, attacks by viruses and alike, denial-of-service attacks, mass transmission of spam mails, failure of any third party software, unavailability of raw materials, supplies, power supply, or appliances which are necessary to provide the API, and any other reasons when the Service needs to be suspended;
(4) any reason provided by the Original TOS under which the Service needs to be suspended; and
(5) any other reason which HENNGE determines as suspension of the API is necessary.
2. HENNGE shall not be liable for any damage incurred by Customer due to suspension of provision of the API due to reasons set forth in the preceding paragraph.

Article 9 Termination of Provision of the API

1. HENNGE may terminate provision of the API, whole or a part, at its discretion at any time.
2. In the event of any termination of provision of the API, whole or a part, HENNGE shall provide Customer a prior notice by means which HENNGE deems as appropriate; provided however in the event of emergency situations, such notice may be made after the provision of API is terminated.

Article 10 Stoppage of Provision of the API and Termination of the Use Agreement

1. In the event that any of the following takes place to Customer, HENNGE may stop providing the service or terminate the Use Agreement without notice;
(1) If Customer ceases payment or if any note or check issued or underwritten by Customer is dishonored;
(2) If a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed;
(3) If a petition for provisional seizure, seizure, provisional disposition or auction is filed
(4) If merger, dissolution, whole or a substantial part of business transfer, or discontinuation of its business is resolved;
(5) If Customer interferes with the provision of the API or operation of the Service or defames HENNGE;
(6) If Customer engages in an act to interfere with any third party's utilization of the API or there is a possibility that Customer engages in such act;
(7) If Customer is in breach of these HENNGE One API TOS (except for minor breach).
2. In the event that the API is provided with charge to Customer pursuant to Article 5 herein, the fee during such period when the provision of the API is stopped in accordance with the preceding paragraph shall remain payable by Customer.
3. In the event that the API is provided with charge to Customer pursuant to Article 5 herein and the Use Agreement is terminated in accordance with the Paragraph 1 herein, Customer shall lose the benefit of time in relation to any debt Customer owes to HENNGE and such debt shall become immediately due and payable at once by Customer to HENNGE.

Article 11 Intellectual Property Rights

All the intellectual property rights including but not limited to copyrights, patents, trademarks which are necessary to provide the API, API Specification as well as any copyrighted material and technology required to provide the API shall remain the properties of HENNGE and their original right holders.

Article 12 Assignment of Rights and Obligations

Customer may not assign nor transfer any of its rights, obligations and contractual status in relation to the Use Agreement nor offer them as security to any third party nor cause any third party to succeed them without a prior written consent by HENNGE.

Article 13 Disclaimers

1. All the API made available to Customer through HENNGE shall be provided on "as is" basis and HENNGE shall make no warranties whatsoever, express or implied. Customer is deemed to have agreed and accepted to utilize the API under its own responsibility.
2. HENNGE shall not be liable in any way or manner with respect to slow down of the processing speed and any downtime of the API due to too many accesses to the API and any other unexpected reason.
3. HENNGE shall not be liable in any way or manner with respect to any dispute between Customer and any third party which occurs in relation to or arising out of utilization of the API by Customer .

Article 14 Prohibited Matters

1. Customer shall be prohibited from the following conducts in relation to utilizing the API;
(1) Infringe HENNGE or any third party's intellectual property rights such as copyright, trademark, or any other rights, or such conduct which is likely to cause infringement of such rights;
(2) Alter, analyze or delete the content of the API, the API Specification, or any information which may be made available by the API;
(3) Use the API under the environment which is against the content of the API Specification or in a manner which may cause malfunction or unexpected effects of the API;
(4) Apply an excess load to the API or to the Service;
(5) Make the API or the Service available to any third party without authorization;
(6) Act in violation of laws and regulations or public order and morality or causing harm to HENNGE or to any third party or making HENNGE or any third party uncomfortable;
(7) Utilize the API pretending to be somebody else (spoofing);
(8) Unauthorized access to the HENNGE website, services, and other related network;
(9) Use of the API for the purpose of researching, developing, or selling products similar to the Service by oneself or a third party; and
(10) Any other act which HENNGE determines as inappropriate.
2. When either of such conduct as listed above comes to Customer's knowledge or such conduct may be anticipated by Customer, Customer shall immediately notify HENNGE.
3. In the event that HENNGE comes to know of any of the conduct by Customer which falls under either of the items listed in the paragraph 1 above, or information provided by Customer is related to any of the conduct which falls under either of the items in the said paragraph, HENNGE shall be entitled to stop the provision of the API, whole or a part, or delete any information which is affected by such conduct.

Article 15 Amendment

1. HENNGE may amend or abolish these HENNGE One API TOS, whole or a part, at any time without obtaining consent from Customer separately and individually.
2. Amendment of these HENNGE One API TOS as set forth in the preceding paragraph shall take effect on the date of such amendment and the amended HENNGE One API TOS shall apply to users who utilizes the API after such effective date.
3. In the event that HENNGE amends HENNGE One API TOS, HENNGE shall provide Customer at least a one (1) month prior notice on its web support site; provided however it shall not apply to a minor amendment which shall not cause any disadvantage to Customer, such as modifications of the wording.

Article 16 Notice

1. Any notice from HENNGE to Customer shall be sent by email or be posted on its web support site unless otherwise specified herein or in the Use Agreement.
2. Based on the preceding paragraph, in the event that HENNGE provides a notice to Customer by email or posting on its web support site, such notice shall take effect at the time of arrival of such email at Customer or such posting on its web support site.

Article 17 Confidentiality

1. Neither HENNGE nor Customer may utilize technical, sales, and other confidential information related to their business obtained from other party under the Use Agreement for any other purpose than those of the Use Agreement and shall keep such information in strict confidence; provided however following information shall be excluded from confidential information;
(1) Information which was publicly known at the time of acquisition by the receiving party;
(2) Information which was already under possession by the receiving party prior to the disclosing party’s disclosure;
(3) Information which became publicly available after acquisition by the receiving party without the receiving party’ fault;
(4) Information legally acquired by the receiving party from a third party with no confidentiality obligation; and
(5) Information independently developed by the receiving party without referring to the disclosing party’s confidential information.
2. Notwithstanding the preceding paragraph, HENNGE may utilize the confidential information related to Customer or provide it to a third party to the extent necessary in order to ensure smooth provision of the API.

Article 18 Protection of Personal Data

HENNGE, in principle, shall not handle personal data (which is prescribed in the Article 2 of the Act on Protection of Personal Information of Japan) of Customer in providing the API. However, in the event that Customer provides personal data to HENNGE to the extent necessary to provide the API, HENNGE shall handle such personal information in compliance with the Act on the Protection of Personal Information, other applicable laws and regulations and guidelines.

Article 19 Elimination of Anti-social Forces

1. HENNGE and Customer hereby represent and warrant that the parties themselves, their officers (including their advisors, consultants, executive officers and those who factually participate in the management of the entities regardless of their titles), their employees and Users do not and will not fall under either of the following ("Anti-social Forces) "as well as they do not and will not have any relationship with Anti-social Forces;
(1) "Boryokudan" gangsters, members or associated members of Boryokudan gangsters, Boryokudan-affiliated companies, professional troublemakers at stockholders' meetings (Sokaiya), new gangs pretending to be social activists, organized crime-related specialists and alike" listed in the "Measures Against Organized Crimes" published by the National Police Agency of Japan and other similar type of people;
(2) those who have strong personal, financial, and/or economic relationship with such people as listed above, such as providing funds or benefits to them, or utilizing them in order to gain unfair advantages;
2. HENNGE and Customer covenant that they will not engage in or cause any third party to engage in any of the following conducts;
(1) Conducts resorting to fraudulent method, violence, or menacing speech;
(2) Illegal conducts or making undue demands;
(3) interference of others' businesses;
(4) defamation of others; and/or
(5) any other similar conduct to those as listed above;
3. HENNGE and Customer shall cooperate in the event that the other party requests any necessary measures to counter any of such conduct listed in the preceding paragraph; also, either party shall respond within a reasonable period of time in the event that one party notifies of the possibility of the other party's violation of any paragraph herein.
4. Either HENNGE or Customer may immediately terminate the Use Agreement without notice in the event that the other party is in violation of either of the paragraphs herein (including when the response provided based on the preceding paragraph is not reasonable) without incurring any liability to the other party.

Article 20 Effective Term

1. The Use Agreement shall take effect on the date of formation of the said Use Agreement and remain effective until HENNGE terminates provision of the API based on the Use Agreement.
2. Notwithstanding the preceding paragraph, Customer may terminate the Use Agreement anytime by terminating the utilization of the API.

Article 21 Court of Jurisdiction

These HENNGE One API TOS and the Use Agreement between Customer and HENNGE shall be governed by and construed in accordance with the laws of Japan and any dispute related to the Use Agreement shall be submitted to the Tokyo District Court as the exclusively agreed jurisdictional court of first instance.

Article 22 Consultation

All issues that are not set forth in these HENNGE One API TOS or all disputes, controversies or differences which may arise between the parties, out of or in relation to or in connection with the parties’ performance or interpretation of these HENNGE One API TOS shall be resolved by the parties after discussion in good faith.