These terms (hereinafter referred to as “these Terms”) stipulate the conditions for use of CLIMS (hereinafter referred to as “the Service”) provided by SUGBRAIN Inc. (hereinafter referred to as “our company”) between our company and the corporations, organizations, laboratories, etc. (hereinafter referred to as “customers”) that use this Service. If you agree to these Terms, they will become the contents of a contract between both parties.
(Definition)
Article 1：The definitions of the terms used in these Terms and Conditions are as follows:
（１）”Product” refers to reagents, consumables, and equipment for biological and chemical research.
（２）”Customer” refers to a research institute, university, company, or other corporation, organization, laboratory, etc. that conducts biological and chemical research using a Product.
（３）”Manufacturer” refers to a corporation that produces and supplies Products.
（４）”Retailer” refers to a corporation that sells Products to Customers.
（５）”User” refers to an individual who belongs to a customer and uses the Service.
（６）”Paid Plan” refers to services and functions of the Service that are provided for a fee.
（７）”Paid Member” refers to a customer who chooses to use a paid plan.
(Agreement to these terms)
Article 2：You must use the Service in accordance with these Terms and Conditions.
２．When using this service, you will be deemed to have validly and irrevocably agreed to these terms and conditions by submitting an application for use as specified by our company.
３．Customers are obligated to ensure that their users use the Service in accordance with the provisions of these Terms. If a user violates these Terms, Customers will be responsible for the user.
４．If the Service has guidelines, individual use agreements, or other provisions separate from these Terms of Use (hereinafter referred to as “Individual Use Agreements, etc.”), Customers must use the Service in accordance with the provisions of the Individual Use Agreements, etc. in addition to these Terms of Use. If the Individual Use Agreements, etc. have provisions that differ from these Terms of Use, the provisions of the Individual Use Agreements, etc. shall take precedence over the provisions of these Terms of Use. This section also applies to users belonging to Customers’ companies.
(Changes to the Terms)
Article 3：We reserve the right to change these Terms and Conditions at any time without obtaining your prior consent.
２ If the Company changes the contents of these Terms, the Company will notify the Customer of the changes in advance, and the changed Terms will apply from the date specified in the notice. If the User uses the Service after the date specified in the notice, the Customer will be deemed to have agreed to the changed Terms.
(Changes and improvements to services)
Article 4：We may change, add to or improve all or part of the content of this Service at any time without obtaining prior consent from the customer.
２．If the Company makes any changes or additions to the Service, the Company will notify the Customer of the details in advance, except in cases of emergency.
３．We may terminate the provision of this service without prior notice.
(Notification)
Article 5：When notifying customers in relation to the Service, the Company will do so in a manner that the Company deems appropriate, such as by posting on the Service or by sending an email or document to the email address or postal address registered with the Service.
２．If an error occurs for some reason when sending an email to the email address registered with this service, the email will be deemed to have been notified, and in this case, email delivery to the email address in question may be stopped. Furthermore, the Company shall not be liable for any damages incurred by the customer due to failure to receive email or the stop of delivery.
(Customer registration)
Article 6：In order to use this service, the customer must agree to these terms and the BPM Terms of Use and apply for use as specified by our company. Based on the content of the application, our company will screen the customer for eligibility to use this service, and will register the customer if deemed eligible.
２．In the case of ineligibility as described above, we will not register you as a customer. In such cases, please note that we will not disclose the reason for your ineligibility.
３．When you register as a customer, we will issue an administrator account to the person designated by you as the service administrator. With the issuance of the account, you will be deemed to have acquired the right to use the service. If we find any reason to deem you ineligible to be a customer even after you have registered, we may cancel your registration.
(Administrator account types and roles)
Article 7：There are two types of administrator accounts issued pursuant to the previous article: “Corporate Administrator” and “Department Administrator”, which are set depending on the scope of use selected when applying for use.
Corporate Administrator: Has the authority to manage accounts for the entire corporation, and is set when applying on a corporate basis.
Department Administrator: Has the authority to manage accounts for a specific department, and is set when applying on a department basis such as a laboratory.
２．If the corporation to which you belong already has a corporate administrator when you apply for use, your new account will be activated after approval by the corporate administrator.
(Changes in notified matters, etc.)
Article 8：If there are any changes to the details of your registration, you must promptly notify us of such changes in the manner specified by our company. Our company shall not be liable for any damages incurred by you as a result of your failure to notify us of such changes.
(User Restrictions)
Article 9：This service can only be used by users (including administrator accounts). Users can begin using the service by issuing a user ID under the customer’s management responsibility. Customers can add users by submitting an application to our company for additional users. In this case, our company will issue a user ID and temporary password and notify the customer without delay.
(Management of user IDs and passwords)
Article 10：Users will set a password when logging in to the Service for the first time after being issued with a user ID. Users are responsible for managing their user IDs and passwords, and may not allow a third party other than the individual associated with the user ID to use them, even temporarily, or lend, transfer, buy, sell, etc. Any actions taken using a user ID and password will be deemed to be the actions of the user who owns the ID.
２．Except in cases where the Company is attributable to the Company, the Company shall not compensate the User or Customer for any damages incurred due to the leakage or unauthorized use of the User ID and password. Furthermore, if the Company suffers damages due to reasons attributable to the User, the Company may claim compensation for such damages from the Customer for ordinary and direct damages. If the User becomes aware that the User ID and password are being used unauthorizedly or has concerns that they have been leaked to a third party, the User shall immediately contact the Company through the Customer.
(Handling of Information)
Article 11：Registration information, transaction history, and other information about customers and users obtained through the use of this service will be recorded on computers managed by our company.
２．We may use such information to provide you with information related to our Services.
３．When a User purchases a product using this Service, we will provide the retailer and manufacturer with the information necessary to ship the product, bill for the purchase price, and provide after-sales service.
４．We may process information necessary for the operation of our Services so that customers and users cannot be identified, and provide it to users of our Services.
５．Personal information collected by our Company about customers and users, such as name, department, person in charge, user name, address, telephone number, fax number, email address, and date of birth, will not be provided or disclosed to third parties except in the following cases.
（１）When necessary for the operation of the Service, such as customer registration
（２）When the customer’s prior consent or approval has been obtained
（３）When we request, entrust, or jointly use personal information with our subcontractors or affiliated companies with whom we have concluded a confidentiality agreement regarding personal information, to the extent necessary to achieve the purpose of use clearly stated to the customer
（４）When it is necessary to inquire with a personal credit information agency to investigate and confirm the customer’s ability to repay
（５）When there is an inquiry from a credit card company to investigate fraudulent card use
（６）When we respond to the provision of information due to execution by a court or other legal entity
（７）When it is necessary to protect our rights or property
（８）When there is a significant need to protect the interests of other customers
(User Responsibilities)
Article 12：Users shall use this service in accordance with the terms of use, operating procedures, and these Terms of Use of the network connected to this service. In addition to the provisions of Article 9, users shall not engage in any of the following acts when using this service.
（１）Any act that infringes or may infringe the copyright, trademark, or other rights of our company or a third party regarding the information contained in this service
（２）Any act that interferes with or disrupts the servers or networks connected to this service
（３）Any act that interferes with the operation of this service, regardless of the means
（４）Any act that obtains multiple IDs that are not necessary for the same customer
（５）Any act that violates these terms and conditions, whether intentional or negligent
（６）Any act that modifies the information provided in this service without our consent
２．When exporting purchased products, Users shall comply with all applicable laws and regulations at their own responsibility and shall not divert the products in any manner that violates such laws and regulations.
(Usage fees and payment methods)
Article 13：In consideration of using a paid plan, a paid member will pay the Company a usage fee, which will be determined separately by the Company for each such paid plan.
２．Paid members shall pay the service fee by the due date specified by our company using the payment method specified by our company. In addition, except for cases where our company is responsible, we will not refund the service fee once it has been received.
３．The user is responsible for preparing communication fees and communication devices necessary to use this service. However, we do not guarantee that this service will operate normally on the communication devices used by the customer.
(Paid plan)
Article 14：If you use a paid plan for this service, you must transfer the usage fee set out in the separately determined fee schedule to the account designated by us by the last day of the month following the month of use.
２．In principle, the usage period of a paid plan will be the period until the customer indicates his/her intention to switch to a free plan.
３．Even if the start or termination of a paid plan occurs in the middle of a calendar month, the usage fee for that paid plan for that calendar month will not be calculated on a pro rata basis.
４．For paid plans in which the usage fee varies depending on the number of accounts used by the member, the portion of the usage fee that varies depending on the number of accounts used by the member will be the account price set out in the fee schedule multiplied by the number of accounts used by the member.
The number of accounts used by a Member shall be the maximum number of accounts available at any given time during the usage period, taking into account any additional accounts created by the Member.
(Cancellation of contract, etc.)
Article 15：If a Customer falls under any of the following items, or if a User falls under any of the items of Article 11, Paragraph 1 or Paragraph 2, the Company may suspend all or part of the use of the Service or terminate the contract with the Customer.
（１）If you use a paid plan for this service and do not pay the service fee by the due date
（２）If a petition for seizure, provisional seizure, provisional disposition, or other compulsory execution, or a disposition for default on collection, or a petition for a disposition for default on collection, is filed
（３）If a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings is filed
（４）In addition to the four preceding items, if there is a significant change in the customer’s credit status
（５）If the company is dissolved or its business is suspended
（６）If the company determines that the customer’s manner of using this service is contrary to public order and good morals or is not suitable for the customer
（７）If the customer commits any of the following acts, either by himself or through a third party:
ⅰ．Violent demands
ⅱ．Unreasonable demands that exceed legal responsibility
ⅲ．Threatening behavior or violence in relation to transactions
ⅳ．Spreading rumors, using fraudulent means, or using force to damage the other party’s credibility or interfere with the other party’s business
ⅴ．Any other actions equivalent to any of the above
２．Notwithstanding any of the items in the preceding paragraph, if the Company deems it difficult to continue using the Service, the Company may terminate the contract with the Customer based on these Terms and Conditions.
(Handling upon termination of contract)
Article 16：When the Service Agreement between you and us is terminated, regardless of the reason, such as cancellation of the Service, termination of the contract, or discontinuation of the Service, you will lose all rights and benefits (including rights to users) related to your account that you used with us, and we will not be liable for any damages incurred by you as a result. However, even after the contract is terminated, you may refer to information obtained by using the Service for a period and in a manner specified by us.
(Intellectual Property Rights)
Article 17：All copyrights, rights of use such as portrait rights, rights to algorithms, and other intellectual property rights relating to all information provided by the Service belong to the Company or a person designated by the Company.
(Disclaimer)
Article 18：We do not guarantee the accuracy, usefulness, validity, suitability, or completeness of the information provided by this service.
２．If a User discovers any part of the information provided by the Service that needs to be repaired or any information that should be added, deleted, or changed, the User shall provide this to the Company through the Customer.
３．If a User suffers damage as a result of using the Service, the Company shall not be liable for compensation for damages that are not attributable to the Company.
４．Customers and Users agree in advance that use of the Service may be suspended for a certain period of time due to the following reasons, and shall not claim compensation from the Company for damages caused by the suspension of the Service or any services affiliated with the Service.
ⅰ．Suspension of the Service for maintenance, inspection, repair, maintenance, etc.
ⅱ．Suspension due to accidents on computers, communication lines, etc., or force majeure such as fire, power outage, natural disaster, etc.
ⅲ．Suspension due to other unavoidable circumstances
５．We will take sufficient security precautions when users input their personal information, but users must acknowledge that there is still a risk of information leakage.
(Exclusion of anti-social forces such as organized crime groups)
Article 19：When using the Service, Customers (including Users who belong to the same organization, the same applies hereinafter in this Article) represent and warrant that they do not belong to or fall under any of the following: an organized crime group, a member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a social or political campaigner, a violent group with special intelligence, or any other anti-social force (hereinafter referred to as “Organized Crime Groups or Other Anti-Social Forces”), and have no involvement with an organized crime group or other anti-social force, and will not belong to, fall under, or be involved with an organized crime group or other anti-social force in the future.
２．If we determine that you belong to or are related to an anti-social force such as an organized crime group, we may take measures to suspend your use of the services or cancel your contract without prior notice.
３．The Company shall not be obligated or liable for any damages incurred as a result of suspension or termination of use due to a customer’s violation of this Article.
(Governing Law and Court of Jurisdiction)
Article 20：These Terms shall be governed by and construed in accordance with the laws of Japan, and in the event of any litigation arising from these Terms, the Tokyo District Court shall be the court of first instance with exclusive jurisdiction.
Supplementary provisions
2024/9/15 Establishment/enforcement