API License and Developer Agreement

Last Modified: August 8, 2019

This API License and Developer Agreement (this “Agreement”) is a binding contract between you (either an individual or an entity, referred to herein as “you” or “your”) and MyAnimeList Co.,Ltd. (referred to herein as “Company,” “MyAnimeList,” “we,” “us” or “our”). This Agreement governs your access to and use of the MyAnimeList application programming interface, also referred to as the “MAL API.” Your use of the Company Offering (defined below) is governed by our Terms of Use Agreement (located at https://myanimelist.net/about/terms_of_use) and our Privacy Policy (located at https://myanimelist.net/about/privacy_policy). BY CLICKING OR CHECKING THE “I AGREE” BUTTON OR CHECKBOX, SIGNING THIS AGREEMENT, STATING THAT YOU AGREE TO THIS AGREEMENT VIA EMAIL OR WEBFORM OR ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

1. Definitions.

2. License Grant.

3. Use Restrictions; Security.

4. Your Applications.

5. No Support; Updates.

This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Our general practice is to notify you of any Updates and provide you with a reasonable amount of time, with access to prior version(s) of the API as needed, to make changes to Your Applications required for integration as a result of such Updates. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.

6. No Fees; Data Usage.

You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time after providing notice. We also reserve the right to limit or restrict the amount of data usage associated with the API or the Company Offering or otherwise limit or restrict the use of the API or Company Offering at any time. You agree that you will not attempt to exceed or circumvent any such limitations or restrictions on the use of the API or Company Offering and you agree Your Applications will not place any unreasonable burden on our servers.

7. Collection and Use of Your Information.

We reserve the right to, after providing notice to you, collect certain information through the API or the Company Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering after receiving such notice, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy available at https://myanimelist.net/about/privacy_policy and applicable data protection and privacy law.

8. Intellectual Property Ownership; Feedback.

You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API and the Company Offering and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and will fully cooperate with us in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, online form, message or otherwise, suggesting or recommending changes to the API and/or the Company Offering, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Disclaimer of Warranties.

THE API IS PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Indemnification.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the API, (b) your breach of this Agreement, and/or (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third- party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

11. Limitations of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term and Termination.

The term of this Agreement commences when you (a) access the API, (b) sign this Agreement, (c) send us an email or webform stating you agree to this Agreement or (d) acknowledge your acceptance of this Agreement by clicking or checking the “I agree” button or checkbox, whichever occurs first, and will continue in effect until terminated as set forth in this Section. Although we may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API, absent an emergency or other urgent circumstances we will endeavor to provide you with reasonable notice prior to revoking any access to the API and the reason for revoking access. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.

13. Export Regulation.

The API may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the U.S.

14. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on our website and/or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications. However, any changes to the dispute resolution provisions set out in Section 16 will not apply to any disputes for which the parties have actual notice before the date the modification is made available to you.

15. Governing Law and Jurisdiction.

This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Diego, California and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

16. Arbitration.

At our sole discretion, we may require you to submit any disputes arising under this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in San Diego, California under the Rules of Arbitration of the American Arbitration Association applying California law. You may bring claims only on your behalf and, unless the Company agrees, the arbitrator may not consolidate more than one person's claims.

17. Restrictions on Use of Company Marks.

Except as expressly provided above, you may not include Company Marks in or as part of Your Applications, your business name, any of your logos or any of your service or product names. Additionally, you may not create any derivative works of the Company Marks or use the Company Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with the Company. You agree not to otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of Your Applications. All use of the Company Marks and all goodwill arising out of such use, will inure to the Company's benefit. If you, for any reason, acquire any rights in the Company Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to the Company, immediately assign such rights to the Company.

18. Audit Rights.

Company, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to the API for the purpose of verifying compliance with this Agreement. We may exercise this audit right at anytime upon notice. You will provide your full cooperation and assistance with such audit and provide access to all MyAnimeList Content and API related material in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, we may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the API and MyAnimeList Content. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.

19. Miscellaneous.