Scientist3 Terms of Use

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Chapter 1. Purpose and Definitions

Article 1.1. Purpose

The purpose of these Terms of Use (these “Terms”) is to set forth the terms of use of the platform operated by Cosmo Bio Co., Ltd. (“Cosmo Bio”) under the name of “Scientist3” (the “Platform”).

Article 1.2. Definitions

As used in these Terms, the following terms shall have the meanings set forth in the following items:

  1. (1)Users” means all persons who access the Platform, irrespective of whether or not such persons are Scientist3 Members (as defined below); provided, however, that, if an individual accesses the Platform on behalf of a company, such company shall also be a User, in addition to said individual.
  2. (2)Scientist3 Member” means a User who is registered as a member on the Platform.

Chapter 2. Use of the Platform

Article 2.1. Agreement to and Application of these Terms

  1. 1.Users shall first agree to these Terms, and then use the Platform in accordance with these Terms. By using the Platform, Users shall be deemed to have agreed to all of the terms hereof.
  2. 2.These Terms shall apply to all acts of Users at the time of their use of the Platform provided by Cosmo Bio. Users shall use the Platform in accordance with these Terms.
  3. 3.Cosmo Bio may post rules concerning the use of the Platform on a website or in any other document. In such case, such rules shall also constitute a part of these Terms. If the contents of these Terms are inconsistent or in conflict with such rules or any other explanations, etc. provided by Cosmo Bio outside of these Terms, these Terms shall prevail.

Article 2.2. Application for Membership Registration

  1. 1.A person who wishes to become a Scientist3 Member shall make an application for membership registration using the method prescribed by Cosmo Bio after he/she agrees to the contents of these Terms.
  2. 2.Applicants for membership registration (“Applicants”) shall become Scientist3 Members upon Cosmo Bio’s approval of the application.
  3. 3.If there is any change in the contents of a Scientist3 Member’s information registered on the Platform, such Scientist3 Member shall immediately update such registered information via the Platform.

Article 2.3. Rejection of Application for Membership Registration

Cosmo Bio may reject an application for membership registration submitted by an Applicant if Cosmo Bio considers such Applicant to fall under, or be likely to fall under, any of the following items:

  1. (1)The Applicant does not meet the membership criteria indicated by Cosmo Bio on the Platform in a method recognizable to Applicants;
  2. (2)The Applicant has applied for membership registration other than in the method set forth in Paragraph 1 of the preceding Article 2.2;
  3. (3)The Applicant has previously been subject to compulsory termination of registration due to his/her breach of these Terms or any other terms, etc. prescribed by Cosmo Bio;
  4. (4)Any information registered by the Applicant is false or inaccurate;
  5. (5)The Applicant directly or indirectly provides any service that is identical or similar to, or competes with, Cosmo Bio’s service, or belongs to an entity that provides such service;
  6. (6)The Applicant is a member or related party of an anti-social force; or
  7. (7)Cosmo Bio otherwise considers it inappropriate for the Applicant to be registered as a Scientist3 Member.

Article 2.4. Termination of Membership Registration

  1. 1.If any Scientist3 Member wishes to terminate his/her registration as a Scientist3 Member, he/she shall make a request therefor to Cosmo Bio using the method prescribed by Cosmo Bio. If any agreement set forth in the immediately following Article 2.5 is still in force, or Cosmo Bio otherwise considers such termination of membership registration to be inappropriate, Cosmo Bio may postpone the termination of membership registration.
  2. 2.If a Scientist3 Member falls under any of the following items, Cosmo Bio may compulsorily terminate his/her membership registration and refuse any further use of the Platform:
    1. (1)The Scientist3 Member is found to fall under any of the items of the preceding Article 2.3;
    2. (2)The Scientist3 Member is found to have fallen under any of the items of the preceding Article 2.3, at the time of his/her membership registration;
    3. (3)The Scientist3 Member is in breach of these Terms or any other terms, etc. prescribed by Cosmo Bio; or
    4. (4)Cosmo Bio otherwise considers it inappropriate for such Scientist3 Member to continue to be registered as a Scientist3 Member.

Article 2.5. Use of Matching Functions or Systems for Suppliers

The functions of the Platform which become available to Users upon completion of their membership registration shall be limited to part of the functions thereof, such as making inquiries or searches of the services provided by other Users. In order to use other functions, Users must separately enter into an agreement with Cosmo Bio using the method prescribed by Cosmo Bio.

Article 2.6. Development of Usage Environment

  1. 1.Users shall properly develop, at their own responsibility and expense, any equipment such as personal computers, software, communication means, etc., required to use the Platform.
  2. 2.Users shall be responsible for taking security measures such as the prevention of illegal access and information leakage, according to their own environment for using the Platform.
  3. 3.Cosmo Bio shall in no way be involved in or responsible for Users’ usage environment.

Article 2.7. ID/Password Management

  1. 1.Each Scientist3 Member shall, in any and all events, be responsible for managing his/her membership ID issued by Cosmo Bio on the Platform, as well as his/her relevant password, and registered email address, etc. (hereinafter collectively referred to as the “ID/Password”).
  2. 2.No Scientist3 Member shall be permitted to allow any third-party use, lending, assignment, sale, purchase, pledge, etc. of his/her own ID/Password.
  3. 3.Any use of the Platform after being logged-in using any ID/Password registered thereon shall be regarded as use made by the registered User. The Scientist3 Member shall be liable for any damage arising due to insufficient management, error in use, or use by any third party, etc. of his/her ID/Password, and Cosmo Bio shall not be responsible therefor.
  4. 4.If an ID/Password is known to or used by a third party or there is any risk thereof, the User shall immediately inform Cosmo Bio to this effect and follow any instructions from Cosmo Bio.

Article 2.8. License Concerning Platform

  1. 1.The rights in and to all photos, videos, text and other content provided by Cosmo Bio within the Platform shall be owned by Cosmo Bio or a third party who has granted such rights to Cosmo Bio. Nothing in these Terms assigns or licenses to Users any patent rights, utility model rights, design rights, trademark rights, copyrights, proprietary know-how, or other intellectual property rights (collectively, the “Intellectual Property Rights”). Furthermore, nothing in these Terms grants Users any license to copy, send, assign, lend, translate or otherwise use such content, other than in connection with the use thereof made in an ordinary manner of said content in line with the use of the Platform.
  2. 2.Cosmo Bio may itself use (including by reproduction, alteration, publication, distribution or otherwise; the same applies in this Article), or allow any other User or a third party to use, photos, videos, text and any other content provided by Users (the “User Content”), to the extent necessary for purposes such as:
    1. (a)the operation and smooth provision of the Platform;
    2. (b)the advertising and promotion of the Platform;
    3. (c)the advertising and promotion implemented in connection with the Platform concerning any third-party products or services; and
    4. (d)the construction, improvement, maintenance or enhanced services of the Platform. At the time of using any User Content, Cosmo Bio may change or delete any part of the contents thereof. Users shall not be permitted to exercise authors’ moral rights against Cosmo Bio concerning any User Content.
  3. 3.Users shall be responsible for determining that the given User Content does not infringe upon any Intellectual Property Rights or other rights or interests of a third party, and shall be fully responsible for such User Content. If a dispute arises between a User and a third party in relation to any User Content, the User shall settle the same at his/her own responsibility and expense.

Article 2.9. Prohibited Acts for Users

Users must not engage in any of the acts listed below in relation to the use of the Platform. Users shall be liable for providing compensation for any damage incurred by Cosmo Bio due to such acts (including, without limitation, attorneys’ fees):

  1. (1)Prohibitions in relation to registered information and contents of postings
    1. (i)Registering or posting any false or inaccurate information;
    2. (ii)Posting any information against or likely to be against public policy; or
    3. (iii)Registering or posting any other information which Cosmo Bio considers to be inappropriate.
  2. (2)Other general prohibitions
    1. (i)Obtaining any information posted on the Platform by using scraping or any other mechanical method, or providing, disclosing or leaking to a third party any information obtained via the Platform (including any information obtained from any other User);
    2. (ii)Hindering or being likely to hinder Cosmo Bio’s exercise of rights against a User him/herself or any other User or a third party, including a right to claim for any fees;
    3. (iii)Damaging or being likely to damage the reputation or credibility of Cosmo Bio, any other User or a third party, or infringing or being likely to infringe upon any Intellectual Property Rights, privacy or portrait rights or other rights or interests of Cosmo Bio, any other User or a third party;
    4. (iv)Unjustly discriminating or maliciously slandering, encouraging discrimination or the malicious slandering of, or damaging the reputation or credibility of, Cosmo Bio, any other User or a third party;
    5. (v)The same User conducting multiple membership registrations;
    6. (vi)Using the Platform by pretending to be any other User;
    7. (vii)Using the Platform pretending to be authorized to represent or act by proxy, or misrepresenting to be in partnership or a cooperative relationship with, any other person or entity;
    8. (viii)Engaging in behavior which Cosmo Bio considers to be against or likely to be against any law or regulation, public policy or these Terms;
    9. (ix)Preventing Cosmo Bio from conducting its business operations;
    10. (x)Engaging in behavior which Cosmo Bio considers to cause or be likely to cause unjust damage to the credibility or reputation of the Platform;
    11. (xi)Using the Platform itself or any information obtained via the Platform to allow any third party to use the same for the purpose of gaining a profit thereby;
    12. (xii)Accessing or attempting to access, with no legitimate authority, undisclosed information of any other User or the Platform, or an account of any other User;
    13. (xiii)Accessing the Platform or obtaining any information related to the Platform by crawling, scraping or any other means similar thereto;
    14. (xiv)Increasing or being likely to increase the server load of Cosmo Bio or any third party, or causing hindrance or damage, etc. to the operation of the Platform or their network systems;
    15. (xv)Sending, etc. to Cosmo Bio or any third party an illegal program script such as a computer virus;
    16. (xvi)Analyzing or attempting to analyze source codes such as altering, reverse compiling, reverse assembling or reverse engineering thereof; or
    17. (xvii)Engaging in any other acts which Cosmo Bio reasonably considers inappropriate.

Article 2.10. Suspension of Use for Maintenance

  1. 1.If either of the following applies, Cosmo Bio may temporarily suspend all or any part of the operation of the Platform, by posting prior notice thereof on the Platform, and Users shall accept this in advance:
    1. (1)Any maintenance, inspection, modification, repair, etc. are carried out for any server, telecommunications line or any other systems or equipment used to provide the Platform; or
    2. (2)Any other case where Cosmo Bio considers temporary suspension to be necessary for the operation of the Platform for unavoidable grounds.
  2. 2.If Cosmo Bio falls under any of the following items, it may temporarily suspend all or any part of the operation of the Platform, without providing any prior notice thereof to Users, and Users shall accept this in advance:
    1. (1)Any server, telecommunications line or any other systems or equipment used to provide the Platform become unavailable due to failure, malfunction, power breakdown, etc.;
    2. (2)The suspension is required in accordance with the laws and regulations or any decision by a competent authority;
    3. (3)It becomes difficult or impossible to operate the Platform due to a natural disaster or any other emergency, any risk thereof, or due to the establishment of or amendment to laws, regulations, etc.; or
    4. (4)Cosmo Bio considers temporary suspension of the operation of the Platform to be necessary for any other unavoidable grounds and providing the prior notice mentioned in the preceding paragraph to be practically difficult or inappropriate.
  3. 3.Cosmo Bio shall not be liable for any damage incurred by Users due to such suspension of the operation of the Platform set forth in the preceding two paragraphs.

Article 2.11. Changes in Functions or Discontinuance of Platform

  1. 1.Cosmo Bio may change all or any part of functions of the Platform for any reason, without providing prior notice to Users.
  2. 2.Cosmo Bio may discontinue all or any part of the Platform for any reason, upon prior notice to Users.
  3. 3.Cosmo Bio shall not be liable for any damage incurred by Users due to such change in the functions or Cosmo Bio’s discontinuance of the Platform set forth in the preceding two paragraphs.

Chapter 3. General Provisions

Article 3.1. Compensation for Damage

If any User is in breach of these Terms and causes damage to Cosmo Bio thereby, such User must provide Cosmo Bio with compensation for any direct or indirect damage incurred by Cosmo Bio (including, without limitation, attorneys’ fees).

Article 3.2. No Warranty

With regard to the Platform, Cosmo Bio makes no warranty, express or implied, concerning any of the following matters:

  1. (1)The Platform being fit for a User’s particular purpose, or having merchantability or functions, usefulness, quality, level, value, etc. expected by Users;
  2. (2)The Platform conforming to all laws and regulations applicable to Users;
  3. (3)The Platform being free of errors, bugs or any other malfunction or failure;
  4. (4)The Platform being free of security defects; or
  5. (5)The truthfulness, accuracy, reliability, completeness, timeliness, legitimacy, morality, etc. of the information posted on the Platform or any other information obtained by Users through the Platform.

Article 3.3. Disclaimer

  1. 1.Users shall use the Platform at their own responsibility, and Cosmo Bio shall not be liable for any damage incurred by a User, arising out of or in connection with the Platform, except where any User suffers from such damage due to Cosmo Bio’s willful misconduct or gross negligence.
  2. 2.Outside websites linked to any information provided on the Platform are neither managed nor operated by Cosmo Bio, and Cosmo Bio shall not be responsible for the truthfulness, accuracy, reliability, completeness, timeliness, legitimacy, morality, etc. or any modification, update, etc. made on such website. Furthermore, any link to an outside website from the information provided on the Platform does not imply any commercial relationship between Cosmo Bio and such outside website.
  3. 3.Cosmo Bio shall not be responsible for any dispute, etc. arising between a User and any other User or a third party due to the use of the Platform.
  4. 4.In the event that Cosmo Bio considers that there are sufficient reasonable grounds to believe that a User conducted an act in breach of or likely to be in breach of these Terms or any other terms, etc. prescribed by Cosmo Bio, Cosmo Bio shall be entitled to implement dispositions such as compulsory termination of membership registration, partial or complete deletion of the information such User entered, and change in visibility settings with regard to such User. Cosmo Bio shall not be liable for any damage arising due to such disposition.

Article 3.4. Responsibility of Users

  1. 1.Users shall fully be responsible for the information entered by themselves, and Cosmo Bio shall in no way be responsible for the truthfulness, accuracy, reliability, completeness, timeliness, legitimacy, morality and any other matters of such information.
  2. 2.Users are responsible for complying with all laws and regulations applicable to such Users in relation to the use of the Platform in each country or region, and Cosmo Bio shall in no way be liable for any damage incurred by Users due to their violation of any laws and regulations.
  3. 3.In the event of any dispute, etc. between a User and any other User or a third party, etc., Users shall settle such dispute, etc. by themselves without involving Cosmo Bio therein. Users must not cause any detriment whatsoever to Cosmo Bio, with regard to such dispute, etc.
  4. 4.In the event of a User having damaged the reputation or credibility of, or infringed upon any Intellectual Property Rights, privacy or portrait rights or other rights or interest of any other User or a third party, such User must settle such problem at his/her own responsibility and expense, and must not cause any detriment whatsoever to Cosmo Bio.
  5. 5.If Cosmo Bio incurs any loss due to any dispute, etc. mentioned in Paragraph 3 or any User’s breach of the preceding paragraph, such User shall indemnify Cosmo Bio for any such loss (including, without limitation, attorneys’ fees).

Article 3.5. Data Management

  1. 1.Cosmo Bio shall be entitled to view the information entered or uploaded by Users on the Platform.
  2. 2.Users hereby acknowledge that Cosmo Bio is not obliged to preserve the information that Users enter or upload on the Platform. Users shall backup any necessary information at their own responsibility.
  3. 3.Cosmo Bio has the authority to change, delete, etc., at its own discretion, any data entered or uploaded by a User, to the extent that Cosmo Bio considers such change, deletion, etc. to be necessary for the operation of the Platform, such as due to inappropriate use of the Platform by a User. Cosmo Bio shall not be liable for any damage caused as a result of its exercise of such authority.

Article 3.6. Confidentiality

  1. 1.No User may, without obtaining Cosmo Bio’s written consent, use for any purpose other than the purpose of using the Platform or as otherwise approved by Cosmo Bio, or provide, disclose or leak to a third party, any information pertaining to technical, commercial or other matters, which is provided by Cosmo Bio in writing, orally or otherwise, in relation to the Platform (“Confidential Information”); provided, however, that Users may disclose Confidential Information to attorneys, certified public accountants, certified tax accountants and others who are bound by confidentiality obligations under laws and regulations.
  2. 2.Notwithstanding the provisions of the preceding paragraph, information set forth in each of the following items shall not fall under Confidential Information, if such information:
    1. (1)is already in the public domain at the time of disclosure thereof;
    2. (2)enters the public domain after the disclosure thereof, through no fault of the receiving party;
    3. (3)is already known to the receiving party at the time of disclosure thereof;
    4. (4)is lawfully obtained by the receiving party from a third party having legitimate authority to disclose the same, without the receiving party assuming any confidentiality obligations; or
    5. (5)is independently developed after the disclosure thereof by any officer or employee of the receiving party who is not involved with the Platform, without such officer or employee accessing the relevant Confidential Information.
  3. 3.Notwithstanding the provisions of Paragraph 1, Users shall give prior notice to Cosmo Bio whenever they are required to disclose Confidential Information by a court or an administrative organ in accordance with any law or regulation (or, if unable to give prior notice, shall promptly give notice after such disclosure), and shall be permitted to disclose such Confidential Information to the minimum extent necessary.

Article 3.7. Handling of Personal Information

  1. 1.Cosmo Bio shall handle information registered or entered by Users in accordance with the Privacy Policy separately prescribed by Cosmo Bio.
  2. 2.Cosmo Bio may use Users’ information to provide Users with information, such as announcing new system functions, distributing advertisements or email newsletters, performing administrative communications for the operation of the Platform, or the like.
  3. 3.Notwithstanding the preceding paragraph, if any User notifies Cosmo Bio that such User does not wish to be provided with said information using the method prescribed by Cosmo Bio, Cosmo Bio shall not provide such User with said information, unless Cosmo Bio considers such provision of information to be necessary for providing the Platform.
  4. 4.Whether or not a User wishes to receive the distribution of such information, if Cosmo Bio receives error notifications a certain number of times or more, or complaints from a third party pertaining to distribution of information to such User’s email address, after distributing emails to email addresses registered by Users, or if Cosmo Bio otherwise considers deletion of such User’s email address to be necessary, Cosmo Bio may delete such User’s email address from the list of email addresses to which said information is distributed.
  5. 5.Cosmo Bio may prepare statistical data, etc. which cannot individually identify or specify Users from User information, and may use such statistical data, etc. without any restriction (including, without limitation, making proposals to any other company and conducting market research).

Article 3.8. Communications

  1. 1.If a User discovers any breach of these Terms or other terms, etc. prescribed by Cosmo Bio or needs to ask questions or give notice to, or otherwise communicate with Cosmo Bio concerning the Platform, such User shall make such communications via web forms prescribed by Cosmo Bio. Cosmo Bio shall not be obliged to provide its response thereto and may, in its sole discretion, refrain from providing its response thereto.
  2. 2.If Cosmo Bio gives any notice to or otherwise communicates with Users concerning these Terms, Cosmo Bio shall do so via email or any other method which Cosmo Bio considers to be appropriate, unless separately prescribed by Cosmo Bio. Such notice or communications shall become effective upon being dispatched by Cosmo Bio.

Article 3.9. Modifications of these Terms

  1. 1.If either of the following applies, Cosmo Bio may modify the contents of these Terms, from time to time, upon public announcement or notice to be provided by way of posting on the Platform, email transmission or any other method which Cosmo Bio considers to be appropriate:
    1. (1)Such modification to these Terms conforms to the general interests of Users; and
    2. (2)Such modification to these Terms does not go against the purpose of these Terms and is reasonable in light of the need for such modification, the reasonableness of the modified contents, and other circumstances involved in the modification.
  2. 2.Even if the modification does not fall under either of the items listed in the preceding paragraph, Cosmo Bio may modify these Terms from time to time by obtaining prior consent from Users after providing the public announcement or notice in any of the methods set forth in the preceding paragraph. Users shall be deemed to have agreed to the modified terms of use by using the Platform after any modification to these Terms.
  3. 3.Any modification to these Terms pursuant to the provisions of the preceding two paragraphs shall be effective only in a proactive manner on and after the modification date specified in the public announcement or notice set forth in each of such paragraphs, and shall also apply to information posted on the Platform prior to such modification.

Article 3.10. No Assignment of Rights or Obligations

Users must not, without Cosmo Bio’s prior written consent, assign, provide as collateral, or otherwise dispose of any of their rights or obligations under these Terms (or their status as a party hereto), to any third party.

Article 3.11. Severability

If a competent court or any other governmental organization declares any provision of these Terms or the application thereof to be illegal, void or unenforceable, all other provisions of these Terms shall nevertheless remain in full force and effect and continue to be applicable.

Article 3.12. Governing Law and Agreed Jurisdiction

These Terms shall be governed by the laws of Japan, and all disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court or Tokyo Summary Court in the first instance.

Established on 07/01/2024