SmartNews Ads API Access Terms of Service

SmartNews Ads API Access Terms of Service

*Japanese translation for your reference

By accepting these API Terms, you acknowledge that you have read, understand, and agree to be bound by them. you accept these API Terms by clicking a box indicating acceptance and/or by using or accessing our API.

These SmartNews API Access Terms of Service (these API Terms) are the terms and conditions that govern the operation and use of our API (as modified from time to time, our API) made available by SmartNews (SmartNews, we, us, or our) for the benefit of advertisers (an Advertiser) using the SmartNews advertisement placement service (the Service). If you are located in Japan, SmartNews means SmartNews, Inc., a Japanese corporation. If you are located outside of Japan, SmartNews means SmartNews International, Inc., a Delaware corporation.

These API Terms constitute the agreement between (i) SmartNews and (ii) persons using our API, which may include an Advertiser’s advertising agencies and developers who develop API Clients (as defined below) (each, an Accessing Party) and each’s authorized users (each, a User, and collectively with each Accessing Party, you or your). Unless otherwise indicated, capitalized terms have the meanings set forth in these API Terms.

By accessing or using our API, you agree to comply with these API Terms and, to the extent applicable, our SmartNews Ads Terms of Service, Ads Data Policy, which are all incorporated by reference. If you are accessing or using our API on behalf of an organization, you represent and warrant that you have the authority to act on behalf of that organization and to bind that organization to these API Terms. If you do not agree to these API Terms, you must not use our API.

THESE API TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 7.1), LIMITATION OF LIABILITY (SECTION 7.2), A CLASS ACTIN WAIVER (SECTION 8.9(d), AND AN AGREEMENT TO BINDING ARBITRATION AND WAIVER OF JURY TRIAL (SECTION 8.10).

1. API Access and Usage

1.1. Purpose and Scope:
(a) In connection with the Service, we collect advertising data and other information relating to the access, provision, use, and performance of an Advertiser’s use of the Service, including ad placement and performance data and associated metadata (collectively, Advertising Data).
(b) Our API allows access to Advertising Data related to an Advertiser’s use of the Service, and to manage and access ad performance metrics and configure advertisement campaign settings solely for such Advertiser’s advertisement campaign. Advertising Data may be used solely for lawful business purposes, including analysis, optimization, reporting, and ad delivery, and otherwise in accordance with these API Terms, the documentation that accompanies our API (as the same may be updated from time-to-time, the API Documentation), and applicable law. Our API and Advertising Data may not be used for any other purposes unless otherwise expressly agreed in writing with us.
1.2. License and Access Rights: Subject to your compliance with these API Terms and the API Documentation, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our API to develop applications that access and retrieve Advertising Data to assess ad performance metrics and to manage and configure the campaign settings relating to an Advertiser’s use of the Service (the API License). You acknowledge that we may monitor use of our API to ensure quality, improve our products and services, and verify your compliance with these API Terms.
1.3. API Clients: In addition to the restrictions set forth in Section 2 and to any applicable provisions in the API Documentation, if the Accessing Party is using our API to develop one or more API clients (your API Client) for use by Advertisers, ad agencies, or other third parties, the following terms apply to your API Client:

You will use commercially reasonable efforts to protect Advertising Data collected by your API Client from unauthorized access or use and will promptly report to us (and to any third parties to the extent required by applicable law) any unauthorized access or use of such data.
When an Advertiser’s Advertising Data is obtained through our API, your API Client may not expose that Advertising Data to any users or third parties without explicit authorization from that Advertiser.
You agree to display any attribution(s) in your API Client as described in the API Documentation.
You will not make any statement regarding your API Client or your use of our API that suggests endorsement by us without our express prior written approval.
In promoting, marketing, or demonstrating the Service and our API, we may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.
We do not acquire ownership in your API Client and you do not acquire ownership of any rights in our API or in any Advertising Data.

1.4. API Credentials: Access to our API requires API keys or other credentials, which will be provided to Accessing Parties upon approval by us. Accessing Parties are responsible for keeping these credentials confidential and secure. Any unauthorized use of these credentials is the responsibility of the Accessing Party.
1.5. Fair Use and Rate Limits: We may set reasonable limitations on the number of API calls or data retrieval volumes. Users must respect these limits. Any attempt to circumvent or exceed these limitations may result in suspension or termination of API access.

2. Restrictions

2.1. Prohibited Activities: You will not use our API or an API Client:

To engage in unlawful, fraudulent, or abusive activities.
To interfere with or disrupt our services, networks, systems, or infrastructure.
To manipulate, falsify, or misrepresent any Advertising Data or to alter or remove any proprietary markings from any Advertising Data.
To attempt to gain unauthorized access to the accounts or data of any other users of our API or the Service. You will not attempt to circumvent any authentication or security measures we implement.
To engage in any activity that could negatively impact the availability, reliability, or performance of our API, including by making excessive API calls that could impair the proper functioning of our API as determined by us or as set forth in the API Documentation.
In a manner that infringes upon or violates the intellectual property, privacy, or other rights of any third party.
To link any Advertising Data to specific identifiers, device identifiers, browser information, or other identifying information to build profiles.
To transmit, upload, or distribute any data or content that is harmful, harassing, defamatory, obscene, or otherwise legally objectionable.
To develop a product or service that competes with any products or services we offer.
In connection with any activities where the failure of our API could lead to physical harm, death, environmental damages, or other serious consequences.
To create, enhance or otherwise modify any user profile information

2.2. No Resale or Sharing: You will not sell, rent, or sublicense our API or any Advertising Data to third parties without our express written consent. Sharing API access credentials with unauthorized parties is strictly prohibited.
2.3 Reverse Engineering: You will not reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of our API, or any part thereof.

3. Data Privacy and Security

3.1. Compliance with Privacy Laws: You must comply with all applicable data privacy and protection laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other applicable laws. You must obtain all necessary consents and legal bases before processing any personal data (as such term or similar term is defined by applicable law). You shall not combine or otherwise mix any data or information obtained from our API or API Client with any data or information obtained from any other platform or service without the express written consent of SmartNews. Upon our request you will provide assistance and take actions as may be reasonably necessary for us to comply with applicable law, including notifying us promptly of any privacy rights requests or other correspondence received from end users, regulators, or other third parties regarding Advertising Data, and assisting with data protection impact assessments and notifications to regulators to the extent required by applicable law.
3.2. Data Retention and Deletion: You may only retain personal data for as long as is necessary for your legitimate business purposes and you must comply with all applicable retention laws. Upon request, or upon termination of API access, you must delete any personal data that you are not legally required to retain.
3.3. Security Requirements: You represent and warrant that your systems and applications have been developed to operate with our API in a secure manner. You will employ reasonable technical, administrative, and physical safeguards that:
(a) meet or exceed applicable industry standards or self-regulatory requirements;
(b) protect the confidentiality, integrity, and availability of data, including personal data; and
(c) prevent Security Incidents (as defined below).
3.4 Security Incidents: In the event that you become aware of a Security Incident, you will notify us without undue delay and will provide us with prompt updates. You will reasonably cooperate with us as required to fulfill our obligations under applicable data protection laws. Security Incident means an unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alternation, unauthorized disclosure of, or access to our APIs or Advertising Data or our services, applications, or systems.
3.5 Monitoring, Review, and Audit: We reserve the right to monitor, review, or audit your use of our API and Advertising Data. You agree that you will cooperate with inquiries related to such activities.

4. Ownership and Intellectual Property Rights

4.1. API Ownership: All right, title, and interest in and to our API and API Documentation, including any updates, improvements, or modifications, and including all intellectual property rights, are and will remain the exclusive property of SmartNews or its licensors.
4.2. Advertising Data Ownership: Each Advertiser retains ownership of its Advertising Data.
4.3. Trademarks: “SmartNews” and associated logos, service marks, graphics, and logos used by us on or in connection with the Service, our API, and API Documentation are our trademarks (the SmartNews Marks). Other trademarks, trade names, service marks, and logos, whether or not registered, are the sole and exclusive property of the respective owning person, who, as between us and them, owns all right, title, and interest therein. You may not use any SmartNews Marks without our prior written permission, except as required to identify your integration or usage of our API in a manner consistent with our brand guidelines.
4.3. Feedback: You may from time to time provide us with suggestions or comments for enhancements or improvements, new features or functionality, or other feedback with respect to our API or the Service (Feedback). We have full discretion to determine whether to proceed with the development of any requested enhancements or suggestions. You hereby grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty free license to use, modify, duplicate, transfer, incorporate into our API or the Service, and to otherwise realize upon, without the duty to account to you for such use, the Feedback.

5. Developer Fees, Transparency and Compliance

5.1. Developer and User Obligations

(a) **Fees for Developer Tools and Managed Services**: If you charge a fee for your services, you may only          charge a fixed fee or percentage of the total advertising costs for using your developer tools or managed           services related to SmartNews Ads.  
(b)     **Disclosure of Ad Spend to Advertisers:** You must disclose to each Advertiser the total amount spent on           SmartNews Ads, using metrics provided by SmartNews (e.g., CPC, CPM). This disclosure must be clear and          reflect actual advertising spend.  
(c) **Fee Transparency:** You must disclose to each Advertiser the total fees charged for SmartNews Ads, distinct       from other costs or charges.

5.2 SmartNews Rights
(a) SmartNews’ Right to Disclose: SmartNews reserves the right to disclose the amount charged or spent by a developer on SmartNews Ads if requested by an Advertiser or User.
(b) Compliance Documentation: Upon request, SmartNews may require you to submit documentation to verify your compliance with these transparency and disclosure requirements.

6. Termination

6.1. Termination by User: You may terminate your use of our API at any time by providing written notice to us.
6.2. Termination by SmartNews: We may suspend or terminate your API access immediately if:

We discontinue use of our API in your jurisdiction.
We determine that you have violated these API Terms.
We believe that your activities create a security risk or pose a threat to our API or our systems.
We make the determination that we are required to do so by law or regulatory requirements.

6.3. Post-Termination Obligations: Upon termination, the API License will immediately terminate. Upon termination, you must cease all use of our API.

7. Liability and Disclaimers

7.1. DISCLAIMER OF WARRANTIES:
(a) OUR API IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES, RESELLERS, CHANNEL PARTNERS, LICENSORS, DATA PROCESSORS/SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, THE SmartNews Parties) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF OUR API WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, AND YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE OR LIMIT OUR API (OR PORTIONS THEREOF) FOR INDEFINITE PERIODS OF TIME, OR DISCONTINUE OUR API (OR PORTIONS THEREOF), AT ANY TIME.
(b) WE DO NOT GUARANTY OR WARRANTY THAT OUR API OR ADVERTISING DATA WILL DELIVER ANY INTENDED BENEFITS OR GENERATE ANY ANTICIPATED RESULTS OR THAT THE USE OF OUR API OR ADVERTISING DATA IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE IN ALL LOCATIONS OR IN ALL CIRCUMSTANCES.
(c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE SMARTNEWS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR API AND ADVERTISING DATA, AND YOUR USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
(d) ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A SECURE API, THE SMARTNEWS PARTIES DO NOT REPRESENT OR GUARANTEE THAT OUR API WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY DATA PROVIDED TO US OR INPUT INTO OUR API WILL NOT BE LOST OR CORRUPTED.
(e) NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORIZED TO MAKE ANY WARRANTY ABOUT OUR API OR ADVERTISING DATA. ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, SHALL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THESE TERMS. THE ENTIRE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO WARRANTY IS EMBODIED IN THIS WRITING. YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED HEREIN.
NOTE: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7.2. LIMITATION OF LIABILITY: UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:
(a) THE SMARTNEWS PARTIES DISCLAIM ANY LIABILITY FOR, AND YOU AGREE TO RELEASE THE SMARTNEWS PARTIES FROM ANY CLAIMS OR DAMAGE ARISING FROM: (i) ANY VIOLATION OF APPLICABLE LAW BY YOU BY VIRTUE OF YOUR USE OR MISUSE OF OUR API OR ADVERTISING DATA; (ii) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN OUR API OR ADVERTISING DATA; (iii) ANY PRIVACY CLAIMS OR OTHER FORMS OF CIVIL LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO USE OF OUR API OR ADVERTISING DATA; (iv) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR API BY ANY THIRD PARTY; AND (v) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO ANY OPERATION, NONOPERATION, OR FAILURE OF OUR API. IF YOU ARE IN CALIFORNIA, YOU HEREBY WAIVE THE APPLICATION OF CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(b) THE SMARTNEWS PARTIES ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS’ FEES AND EXPENSES, AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, INCOME, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). YOU AGREE NOT TO MAKE, AND YOU HEREBY WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES AGAINST US EXCEPT FOR DIRECT, COMPENSATORY DAMAGES AS LIMITED BY THESE TERMS. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF A THIRD-PARTY CLAIM AGAINST YOU. DIRECT, COMPENSATORY DAMAGES SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL ONE HUNDRED U.S. DOLLARS ($100).
(c) THE ESSENTIAL PURPOSE OF THESE TERMS IS TO LIMIT THE POTENTIAL LIABILITY OF THE SMARTNEWS PARTIES. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU ACKNOWLEDGE YOU HAVE RECEIVED VALUABLE CONSIDERATION FOR THESE IN THE FORM OF OUR ABILITY TO OPERATE AT LOWER COST, OFFER LOWER PRICING, AND/OR WILLINGNESS TO CONTRACT, WHETHER GENERALLY OR SPECIFICALLY.
(d) NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS WILL (i) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY THAT PARTY; (iii) LIMIT ANY LIABILITY OF A PARTY IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR (iv) EXCLUDE ANY LIABILITY OF A PARTY THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
7.3. Indemnity: You will, at your sole expense, indemnify, defend, and hold harmless the SmartNews Parties from and against any and all third-party claims, suits, actions, or proceedings, including any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements), resulting from or arising in connection with your use of our API and Advertising Data, your breach of these API Terms, or your violation of any third-party rights or applicable law.

8. General Provisions

8.1. Conflict: These API Terms are supplementary to SmartNews Ads Terms of Service, and Ads Data Policy. In the event of a conflict, these API Terms will prevail to the extent relating directly to your use of our API or Advertising Data.
8.2. Changes: We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these API Terms and API Documentation and to impose new or additional rules, policies, terms, or conditions on the use of our API. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, Additional Terms) will be effective immediately upon updated API Terms or API Documentation being provided or such Additional Terms are otherwise communicated to you. Continued use of our API following such time will be deemed to constitute acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated herein by this reference.
8.3. Inappropriate Conduct: We are committed to a culture of respectful communication, diversity, and inclusion. In communicating with us or our service providers, and otherwise in using our API and Advertising Data, you agree not to engage in any of the following conduct; directly or through a third party: (i) engaging in threatening behavior or threatening or using violence; (ii) unreasonable demands exceeding legal accountability; (iii) spreading rumors, or using fraud or force to damage our or another person’s reputation or obstruct or interfere with our or their business; or (iv) other conduct comparable to the foregoing. Without limiting the foregoing, any harassment or discrimination based on a person’s race, religious creed (or lack thereof), color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military or veteran status, or any category protected by applicable law, will not be tolerated and is a basis for immediate termination. Any such termination does not preclude us from seeking compensation for damages caused. Any instances of in appropriate conduct, harassment, or discrimination on or in connection with the use of our API or Advertising Data should be reported to us.
8.4 Compliance with Law: In connection with the operation and use of our API and Advertising Data, you will comply with applicable law, including those relating to privacy, data protection, anti-corruption and anti-bribery (including the US Foreign Corrupt Practices Act), and export control. Persons who are, or who are in a country or region that is, sanctioned or embargoed by Japan, the U.S., or other relevant governmental authority may not access or use our API or Advertising Data.
8.5 Entire Agreement: These API Terms constitute the sole and entire agreement between you and us relating to your use of our API and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent any term or condition in any other document, including any RFP, RFQ, or purchase order, is inconsistent with or in addition to these API Terms, such terms or conditions are expressly rejected and our acceptance is expressly made in reliance on assent to these API Terms. You may assent by written acknowledgement, performance (full or partial), or by payment, any of which will conclusively be deemed to constitute assent. If you object to these API Terms, such objection must be made in writing and received by us before using our API. Failure to so object will be conclusively deemed to be acceptance of these API Terms. Our failure to object to any term or condition in any oral or written communication from you will not constitute an acceptance thereof or a waiver of any term or condition hereof; rather, our failure to so object will be deemed a rejection of your objection, and for such an objection to be accepted by us and change these API Terms, we must agree in writing to your specific objection.
8.6. Notices: Any notice or other communication required or permitted under these API Terms and intended to have legal effect must be given in writing at the addresses below:

If to an Accessing Party, to: the email address listed in its registration information provided to us, or on the Service

If to a User, to: the email address listed in the registration information provided to us, or on the Service

If to us:

If you are located in Japan, to: SmartNews, Inc.
Attn: Head of Japan Legal
6-25-16 Jingumae, Shibuya-ku, Tokyo 150-0001
and also sent by email to: legal@smartnews.com

If you are located outside
of Japan, to: SmartNews International, Inc.
Attn: U.S. General Counsel
144 2nd St Suite 200, San Francisco, California 94105
and also sent by email to: legal@smartnews.com

A notice will be deemed to have been received at the relevant time set out below (or where such time is not within the recipient’s business hours, when business hours next begin after the relevant time set out below): (i) where the notice is delivered personally, at the time of delivery; (ii) where the notice is sent by recorded signed-for post, 48 hours after posting; (iii) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission); and (iv) when posted on the Service, at such time as you next access the Service.
8.7. U.S. GOVERNMENT RESTRICTED AND LIMITED RIGHTS: Our API is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. All data is provided with LIMITED RIGHTS and such data may be reproduced and used by the U.S. Government with the express limitation that they will not, without written permission, be used for purposes of manufacture nor disclosed outside the U.S. Government. Manufacturer is SmartNews International, Inc.
8.8 Governing Law; Venue: If you are located in any country other than Japan: (i) you agree that for purposes of these API Terms we are solely based in California USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions; and (ii) these API Terms and any Disputes arising out of or relating to them, and to our API and the Advertising Data, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of the State of California, without regard to its conflict of law principles. In relation to such matters, each party irrevocably accepts the non-exclusive jurisdiction of state or federal courts of competent jurisdiction located in San Francisco, California and waives any right to object to the venue on any ground. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these API Terms.
8.9. Dispute Resolution – Generally:

Dispute means any dispute, claim, cause of action, or controversy of whatever nature between the parties arising from or relating to these API Terms or the Service, including any action or claim based on contract, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or statute, or concerning the scope, interpretation, effect, termination, validity, enforceability, performance, and/or breach of these API Terms, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver clause below). This term is to be given the broadest possible meaning that will be enforced.
1. If a Dispute arises, either you or we will notify the other in writing with a brief, written description of the Dispute and contact information. Except for intellectual property claims, the parties agree to use their best efforts to settle such Dispute directly through consultation and such good faith negotiations are a condition to either party initiating a lawsuit or, if applicable, arbitration. Failure to engage in this process could result in the award of fees in arbitration.
2. NOTHING HEREIN SHALL PRECLUDE US FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AN ONGOING OR RECURRING BREACH OF THE TERMS, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.
3. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING.
4. YOU AND WE AGREE THAT ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED.

8.10. Arbitration (this section is not applicable to Users located in Japan):

It is agreed that these API Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of this Section 8.10, which is intended to be interpreted broadly and governs any and all Disputes between you and us, including any that arise after termination.
If the parties are unable to resolve the Dispute within thirty (30) days of the written notification referred to in Section 8.9 above, then the Dispute (except as provided in subsection (e) below) will be resolved by final and binding arbitration. American Arbitration Association rules will apply. The parties will seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there will be three arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in San Francisco unless all three arbitrators mutually agree on an alternative city. The language to be used in the arbitration will be English.
The arbitrator(s) will, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator(s) will be authorized to award compensatory damages, but will not be authorized (1) to award non-economic damages, such as for emotional distress, pain and suffering, or loss of consortium, (2) to award punitive damages, or (3) to reform, modify, or materially change these API Terms or any other agreements contemplated hereunder; provided, however, that the damage limitations described in subsections (1) and (3) of this provision will not apply if such damages are statutorily imposed. The arbitrator(s) also will be authorized to grant any temporary, preliminary, or permanent equitable remedy or relief they deem just and equitable and within the scope of these API Terms, including an injunction or order for specific performance.
The parties agree that the arbitration, including the evidence, the argument and the outcome, is confidential between the parties. The parties can inform legal counsel and, if necessary, financial advisors and insurers, about the arbitration if they are advised of the confidentiality obligations. The parties can tell others only as required by law (including any applicable stock exchange or similar securities disclosure rules). The arbitrator(s) must also agree to this confidentiality protection. Nothing in these API Terms prevents either party from filing the arbitration award with a court to enforce or appeal such award (but only if the arbitration award is not paid within 90 days of its issuance), though both parties agree that the evidence, arguments of the parties, and the arbitrator’s findings related to such award will be treated as confidential information subject to a court-approved protective order.
IF FOR ANY REASON THESE ARBITRATION REQUIREMENTS DO NOT APPLY, YOU AND WE EACH HEREBY WAIVE ANY TRIAL BY JURY AND AGREE THAT THE CLAIM SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION LOCATED IN SAN FRANCISCO, CALIFORNIA.

8.11. No Third-Party Beneficiaries: These API Terms do not create a contractual relationship between you and any third party, including any of the SmartNews Parties other than us, and you are not a third-party beneficiary of any agreement between us and any third party.
8.12. Assignment: We and you agree that our rights and obligations under these API Terms may not be assigned, delegated, or otherwise transferred to a third party. Notwithstanding the foregoing, either us or Advertiser may transfer or assign its respective rights and delegate its respective obligations under these API Terms to (i) an affiliate, subject to prior notice to the other party and provided that such affiliate has agreed to be bound by the terms and conditions of these API Terms, or (ii) a successor to all or substantially all of its business or assets relating to these API Terms whether by sale, merger, operation of law, or otherwise, without the prior written consent of the other party but with prior notice, provided that such assignee or transferee has agreed to be bound by the terms and conditions of these API Terms.
8.13 Miscellaneous: The rights, powers and remedies provided to a party in these API Terms are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or equity or any agreement. If any part of these API Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Any provision of these API Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of these API Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction. No failure to exercise or delay in exercising any right, power, or remedy under these API Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. A party will not be responsible for failures to fulfill any obligations due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, or other natural disaster, sabotage, nuclear contamination, terrorism, pandemic, war, insurrection, zombie apocalypse, utility failure, telecommunications failure, service provider failure, third party strike or work stoppage, civil riot, or extraterrestrial invasion (Force Majeure Events). The parties are independent contractors and nothing in these API Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
8.14. Rules of Interpretation: For purposes of these API Terms: (i) references to a “party” or “parties” means, respectively, a party to, or the parties to, these API Terms as the context dictates; (ii) these API Terms will be fairly interpreted in accordance with its terms without any strict construction in favor of or against any party, and ambiguities will not be interpreted against the party that drafted the relevant language; (iii) the words “including,” “for example,” “e.g.,” and variations thereof, will be read and understood to be exemplary and non-exhaustive, and followed by the words “without limitation”; (iv) section or other headings in these API Terms are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation these API Terms; (v) any documents attached hereto or linked herein are hereby incorporated in these API Terms, as the same are amended, supplemented, and modified from time-to-time; (vi) any reference herein to “laws” includes, unless a contrary intention is expressed, all national, federal, provincial, state, and local statutes, laws, ordinances, rules, orders, decrees, codes, and regulations, regulatory guidelines, and judicial or administrative holdings or binding interpretations as in effect from time-to-time; (vii) unless otherwise stated, references to sections or subsections are references to sections or subsections of these API Terms; (viii) grammatical changes will be made to words where the context requires or permits, including changes from plural to the singular and vice-versa and any reference to one gender also includes other genders, and, where applicable, a legal entity; (ix) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing and the term “it” may refer to a person or an entity as the context dictates; (x) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; (xi) references to “business day” will be construed as a reference to any day except Saturday and Sunday, local, federal, provincial, state, or national statutory holidays recognized in San Francisco, California if you are located outside of Japan, or in Tokyo, Japan if you are located in Japan, and any other days on which a party closes its business for all or substantially all of its staff in recognition of holidays; (xii)“business hours” means a party’s established hours of operations on a business day (if it has no established hours, its business hours will be deemed to be 9 am to 5 pm local time); (xiii) these API Terms are provided in both English and Japanese ( the latter is solely for reference purposes) - the English language version will govern at all times; and (xiv) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction.
8.15. Third-Party Software or Content: Our API may contain or utilize third party software or content that requires notices and/or additional terms and conditions. Such third-party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these API Terms. By accepting these API Terms, you are also accepting the additional terms and conditions, if any, set forth therein.
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9. Special Terms for Japan. In addition to any other provisions in these API Terms and SmartNews Ads Terms of Service that apply if you are located in Japan, the following provisions will apply if you are located in Japan:

9.1. Jurisdiction and Venue: Notwithstanding Section 8.8, these API Terms will be governed by the laws of Japan. Any disputes will be resolved through the Tokyo District Court or the Tokyo Summary Court, which shall have exclusive jurisdiction.
9. 2. Privacy Regulations: You must comply with the Act on the Protection of Personal Information (APPI). You are required to ensure that all personal information collected and processed through our API complies with APPI’s requirements.

Last updated: 1 November 2024