Terms and Conditions

The following are the General Terms and Conditions of the Intestinal Environment Assessment Service (hereinafter referred to as “service”) provided by Metagen, Inc. You must agree to these Terms and Conditions before applying for the Service.

Article 1 (Purpose)

The purpose of this Terms and conditions is to set forth the conditions necessary for a person who has agreed to this Terms and Conditions and has concluded a contract for use of the service (hereinafter referred to as the “Service Usage Contract”) with Metagen, Inc. (hereinafter referred to as the “subscriber”) to use the service.

Article 2 (Definition of Terms)

In these Terms and Conditions, the following terms shall have the following definitions:

“the Study” refers to the research and development of the subscriber conducted by the subscriber using the Services.
“User” refers to an individual who provides a specimen for intestinal environment evaluation in the Research.
“Specimen” refers to a stool sample provided by the user for this research.
“Stool collection kit” refers to a tool provided by Metagen, Inc. for this research and used by the user to collect the specimen.
“Intestinal microbiota measurement” refers to the extraction of DNA from a specimen to obtain the 16SrRNA gene sequence of the bacteria contained in the stool.
“Intestinal metabolite assay” refers to extraction of metabolites from specimens and measuring them using a mass spectrometer.
“Analysis of measurement results” refers to analyzing the data obtained from the gut microbiota measurement to obtain the gut microbiota profile (genus level) and analyzing the data obtained from the intestinal metabolite measurement to obtain the absolute or relative quantitative value of the intestinal metabolite.
“Measurement data” refers to data obtained by analyzing measurement results.
“Data Analysis” refers to any one or a combination of the following, depending on the service plan specified in the Purchase Order(hereinafter referred to as PO): before/after comparison, comparison between groups, and comparison with the Japanese average.
“Analysis Results” refers to the data and information obtained as a result of the data analysis.
The “Data” refers to the data and information newly obtained by the service conducted under the Service Usage Contract, including the results of the analysis.

Article 3 (Application of these Terms and Conditions)

The Subscriber shall comply with the Terms and Conditions when using the service.
The subscriber shall agree that the Terms and Conditions apply to all cases in which the subscriber uses the service and that the subscriber shall comply with the Terms and Conditions before receiving the service.
In addition to these Terms and Conditions, Metagen, Inc. may stipulate separate terms and conditions, special terms and conditions prescribed in the PO, memorandums, etc. (hereinafter collectively referred to as “Separate Terms and Conditions, etc.”) for the service. In such cases, unless otherwise specified in the separate terms and conditions, the contents of the separate terms and conditions shall become a part of these Terms and Conditions. In the event of any inconsistency or conflict between the contents of this Terms and Conditions and the Separate Terms and Conditions, etc., the Separate Terms and Conditions, etc. shall take precedence.

Article 4 (Modification of these Terms and Conditions, etc.)

The Subscriber shall comply with the Terms and Conditions when using the service.
The subscriber shall agree that the Terms and Conditions apply to all cases in which the subscriber uses the service and that the subscriber shall comply with the Terms and Conditions before receiving the service.
When making changes to the Terms and Conditions, etc., Metagen, Inc. shall, prior to the effective date of such changes, etc., notify the users of such changes to the Terms and Conditions, etc., as well as the effective date and details of such changes to the Terms and Conditions, etc., by posting them on the corporate website or by any other appropriate method.
In the event that Metagen, Inc. has notified the subscriber of the changes in the Terms and Conditions before the effective date of the changes, etc., and the subscriber uses the Service after the effective date of the changes, etc., the subscriber is deemed to have agreed to the changes in the Terms and Conditions.

Article 5 (Notification)

When Metagen, Inc. gives notice to the subscriber in relation to the Service, Metagen, Inc. shall do so by posting the notice on the corporate website, sending an e-mail to the subscriber’s e-mail address stated in the PO, or by any other method that Metagen, Inc. deems appropriate.
Even if Metagen, Inc. fails to deliver an e-mail to the e-mail address of the subscriber indicated in the PO (or to the changed e-mail address if Metagen, Inc. has notified the subscriber of a change as specified in the next section), Metagen, Inc. shall be deemed to have given notice to the subscriber, and in such case, Metagen, Inc. shall not deliver e-mail to the subscriber’s e-mail address. In this case, Metagen, Inc. may stop delivery of the e-mail to the e-mail address. Even if the subscriber incurs any damage due to non-receipt or suspension of delivery of such e-mail, Metagen, Inc. will not be liable for any such damage.
The subscriber shall promptly notify Metagen, Inc. in writing or by e-mail of any change in the e-mail address stated in the PO.

Article 6 (Application for Use)

A person who wishes to use the Service (hereinafter referred to as “Applicant”) shall apply for the Service by filling out and submitting to the Company an order form prescribed by the Company.
If the applicant is determined to be qualified for the application in the preceding paragraph, based on the Company’s transaction standards, the Company shall give written or e-mail notification of acceptance of the application, and upon such notification, a service use contract shall be formed.

Article 7 (Usage Fees for this Service)

The Subscriber shall pay the Company the fees for the Service in accordance with the description in the Purchase Order.

Article 8 (Payment Date and Method)

The Subscriber shall pay the Service fee and related consumption tax, etc. to the Company by wire transfer to the account designated by the Company. If the payment due date falls on a Saturday, Sunday, or holiday, the payment due date shall be the business day preceding such date, and the Subscriber shall bear the transfer fees and other expenses necessary for payment.

If a dispute arises between the Subscriber and a financial institution regarding the settlement of usage fees with respect to payment in the preceding paragraph, the Subscriber shall settle the dispute at his/her own responsibility and expense, and the Company shall assume no responsibility whatsoever.

The Company shall not refund any paid usage fees for any reason whatsoever.

Article 9 (Delayed Payments)

If the Subscriber fails to pay the usage fee by the due date designated by the Company, the Subscriber shall pay the unpaid amount with a late payment penalty. In this case, the late payment charge shall be calculated on a pro-rata basis at 14.6% per annum, starting from the day following the payment due date.

Article 10 (Handling of stool collection kit)

After the conclusion of the Service Use Agreement in accordance with Article 6.2, the Company shall deliver to the Subscriber a collection kit as specified in the Purchase Order.
The Subscriber shall, at the Subscriber’s responsibility, have the user of the Service selected by the Subscriber have a stool sample taken in accordance with the instructions provided with the stool collection kit, and return the specimen to the Company by the return deadline specified in the order form. For stool collection kits for which the specimen is not returned by the deadline, the Company shall not provide intestinal microflora measurement, measurement of intestinal metabolites, or other Services. However, this shall not apply if the stool collection kit is replaced in accordance with Paragraph 5 of this Article, and the Company shall postpone the return deadline for a reasonable period of time and notify the Subscriber.
Even if the stool collection kit becomes unusable due to the Subscriber’s or User’s negligence or other reasons attributable to the Company, the Company shall not be obligated to repair or replace the stool collection kit with a replacement product.
Even in the event that a stool collection kit is not measured or analyzed in accordance with the preceding two paragraphs, the fees specified in the purchase order shall remain unchanged and shall not be refunded or reduced in any way.
The Subscriber shall inspect the stool collection kit promptly upon receipt, and if the Subscriber finds any discrepancy in the stool collection kit with the Company’s prescribed specifications (meaning shape, parts included, etc.), the Subscriber shall notify the Company thereof within 10 days from the delivery of the stool collection kit. If the Company finds such discrepancy, the Company shall replace the stool collection kit with a new one. Our liability for any defect in the stool collection kit shall be strictly limited to the provisions of this paragraph, and we shall not be liable for any other contractual nonconformity, liability for damages, or any other liability.
All patent rights and other intellectual property rights related to the stool collection kit shall belong to SBM. The Company grants the Subscriber and Users (hereinafter referred to as “Subscriber, etc.”) permission to use the stool collection kit in the manner prescribed by the Company only for the purpose of receiving the Service under the Service Use Agreement.
The Subscriber shall not do any of the following items with respect to the stool collection kit, either by itself or by any third party (including, but not limited to, the user).
1. Selling, transferring, lending, or allowing a third party to use the information, except for the purpose of using it for the User in this research.
2. Reverse engineering.
3. Analyze and analyze (including, but not limited to, component analysis of materials used and analysis of internal structure using X-rays, etc.).
4. Infringing our patents or other intellectual property rights and manufacturing by oneself or by a third party a similar product that is identical to or partially modified from the stool collection kit.
5. a request for examination, opposition to a patent, or request for a trial for patent invalidation against a patent or other intellectual property right pertaining to a stool collection kit.

Article 11 (Confidentiality etc.)

Without obtaining the Subscriber’s prior consent, SOFTBANK TELECOM shall not disclose, provide, or leak to a third party any of the Subscriber’s business, technical, or business information that is marked as confidential, such as “confidential” or “secret,” that it has learned in connection with these General Terms and Conditions or the Service Usage Contract. This shall not apply to information that falls under any of the following items.
1. Items that are already public knowledge when disclosed or provided by the contractor
2. Proof that the applicant already owned the property prior to the disclosure or provision of the information by the subscriber
3. Developed independently without confidential information from the contractor
4. Acquired from a duly authorized third party without obligation of confidentiality
5. Items that have become public knowledge through no fault of the Company after being disclosed or provided by the Subscriber
The Company shall properly handle the personal information of the Subscriber or User received from the Subscriber in accordance with the Personal Information Protection Law, the Company’s Privacy Policy, and other applicable laws and regulations.

Article 12 (Entrustment to a Third Party, etc.)

The Company may, without the Subscriber’s consent, outsource a part of its operations related to the Service to a third party. However, the Company shall impose on such third party the same obligations as it itself assumes under these Terms and Conditions, and the Company shall bear full responsibility for the actions of such third party.

Article 13 (Provision of Analysis Results)

The Company shall deliver to the Subscriber the results of this analysis based on the Service Use Agreement. The measurement data of the user shall not be provided to the Subscriber without the express consent of the user.
The deadline for delivery of the results of this analysis as specified in the preceding paragraph shall be the end of the month six months after the month in which the stool collection kit is due for return.
When the Subscriber receives the results of this analysis from Metagen, Inc. in accordance with the preceding two paragraphs, the Subscriber shall conduct an inspection and notify the Company of the inspection results within 14 days. If the Company is not notified of the inspection results within the said period, the inspection shall be deemed to have been passed.
If the Subscriber finds any non-conformity with the contents of the Agreement in the results of this analysis inspected in accordance with the preceding paragraph, the Subscriber shall notify the Company of the content of the non-conformity. If the Company deems it appropriate to respond to such notification, the Company shall take measures to reanalyze or correct the nonconformity according to the details of the nonconformity.
If, after passing the inspection pursuant to Paragraph 3, the Subscriber discovers any nonconformity with the contents of the contract, the Subscriber may request the Company to take measures to reanalyze or correct such nonconformity according to the contents of such nonconformity only within two months after the passing of the inspection.
Metagen, Inc. shall provide such user’s measurement data to the user in accordance with MGNavi® Terms of Service separately stipulated by Metagen, Inc.

Article 14 (Use of Research Results and Inventions)

The Contractor shall be free to use the results of this analysis.
The Company shall be free to use this data as it sees fit.
When the Company and the Subscriber intend to cite the results of this analysis or this data (excluding results obtained by analysis in combination with data owned by the Company other than this data) in a conference presentation, paper submission, patent application, etc., they shall notify the other party in advance and obtain consent before conducting such activities.

Article 15 (Publication of Research Results)

The Subscriber may disclose or publish the analysis results provided by the Company to a third party at the discretion of the Subscriber.
In disclosing or publicizing the preceding paragraph, the Subscriber shall not disclose or publicize the name of MGNavi, the name of MGNavi, or the fact that the Subscriber has used MGNavi’s services without the prior written consent of MGNavi.
The Company shall not be liable for any loss or damage incurred by the Subscriber as a result of disclosure or publication in accordance with Paragraph 1.

Article 16 (Disclaimer)

Other than as provided in other provisions of these Terms and Conditions, the Company makes no warranty and assumes no responsibility for any of the following events.
1. That the Service is suitable for the Subscriber’s specific purpose and has the expected functionality, commercial value, and usefulness.
2. The use of the Service by the Subscriber conforms to the laws and regulations applicable to the Subscriber or the internal rules, etc., of industry organizations.
3. Integrity and usefulness of information, etc. obtained by Subscribers and Users through the Service.
The Company shall not be liable for any loss or leakage of data, etc. by the Subscriber, or for any damage incurred by the Subscriber as a result of the use of the Service for purposes other than those contemplated by the Service.

Article 17 (Cancellation of Contract)

If the Subscriber falls under any of the following items, SOFTBANK TELECOM may terminate the Service Usage Contract without any notice to the Subscriber. The exercise of the right of cancellation under this Article shall not preclude the Company from claiming compensation for damages from the Subscriber.
1. When payment from the Subscriber cannot be confirmed and the Subscriber still fails to make payment even after a demand notice.
2. When the contractor is subject to seizure, provisional seizure, provisional disposition, public auction, disposition for tax delinquency, or other similar public disposition, or is petitioned for commencement of bankruptcy proceedings, special liquidation, civil rehabilitation proceedings, or corporate reorganization proceedings.
3. When the subscriber files a petition for commencement of bankruptcy proceedings, special liquidation, civil rehabilitation proceedings, or corporate reorganization proceedings.
4. The Company reasonably determines that the Subscriber is insolvent or is likely to become insolvent or suspend payment due to bankruptcy or other reasons.
5. When the subscriber violates any provision of these Terms and Conditions.
6. When the Company otherwise deems it inappropriate to continue the contractual relationship.
When any of the events described in the preceding paragraph occurs, the Subscriber shall forfeit the benefit of time with respect to all debts owed to the Company, even without notice, demand, etc. from the Company, and shall be obligated to repay any unpaid charges.
In the event of termination of the Service Usage Contract pursuant to Paragraph 1, SOFTBANK TELECOM shall not be liable for any damages incurred by the subscriber due to such termination.

Article 18 (Exclusion of Antisocial Forces)

The Company and the Subscriber represent and warrant to the other party that neither they nor their representatives, persons in charge, or persons with substantial management authority fall under the category of antisocial forces, etc. (meaning organized crime groups, organized crime group members, persons who have not been organized crime group members for 5 years, associate members of organized crime groups, companies related to organized crime groups, general assemblymen, etc., socially motivated groups, or special intelligence violent groups, etc.)
The Company and the Subscriber shall ensure that the other party will not engage in any of the following acts.
1. Making demands in a violent manner
2. Making unreasonable demands beyond legal responsibility
3. Making unreasonable demands beyond legal responsibility or using violence in connection with a transaction
4. To spread rumors, use deception or force to damage the credibility of the Company or the Subscriber, or to obstruct the business of the Company or the Subscriber.
5. Inducing a third party that is an antisocial force, etc. to perform any of the acts set forth in the preceding items.
6. Providing funds to antisocial forces, etc. under any name whatsoever
7. Conducting business with a third party with knowledge that said third party is an antisocial force, etc.
8. Actions related to criminal acts or offenses against public order and morals, or aiding and abetting such offenses by the Representative Director, etc.
9. Other persons equivalent to the preceding items
If it is found that the Company or the Subscriber has violated the representations and warranties in Paragraph 1, or has committed or may commit any act falling under any of the items of the preceding paragraph, the Company and the Subscriber shall immediately notify the other party to that effect.
The Company and the Subscriber shall cooperate with the other party’s investigation into the existence or non-existence of a relationship with antisocial forces, etc., and shall comply with the other party’s requests, as long as they are objective and reasonable.
If the other party violates any of the preceding paragraphs, the Company and the Subscriber may immediately terminate any and all contracts concluded between the Company and the Subscriber without any notice.
Neither the Company nor the Subscriber shall be liable for any damages incurred by the other party as a result of the termination of the contract pursuant to the preceding paragraph.

Article 19 (Compensation for Damages)

The Subscriber may demand compensation only for ordinary damages directly and actually incurred by the Subscriber in the event of a breach of these Terms and Conditions or the Service Usage Agreement, and this shall not include lost profits, indirect damages, or damages arising from special circumstances, whether foreseen or unforeseen.
Regardless of the reason, the total liability for damages incurred by the Company to the Subscriber shall be limited to the usage fees actually paid by the Subscriber to the Company in accordance with these Terms and Conditions for the year in which the first damage occurred.
In the event that Metagen, Inc. suffers direct or indirect damages due to a Subscriber’s violation of the Terms and Conditions, the Subscriber shall be liable to compensate Metagen, Inc. for all damages (including attorney’s fees) incurred by Metagen, Inc., regardless of whether or not a service use contract has been concluded and regardless of whether or not the contract has been terminated.

Article 20 (Prohibition of transfer or pledge)

The Subscriber may not assign, pledge, or otherwise create a third party right to a third party, including the right to receive the Service, or any other rights or positions under these Terms and Conditions without the prior consent of SOFTBANK TELECOM.

Article 21 (Severability)

If any provision of these General Terms and Conditions or part thereof is held to be invalid or unenforceable, the remaining provisions of these General Terms and Conditions (other than the provisions held to be invalid or unenforceable) shall remain unaffected and shall continue to be valid.

Article 22 (Transfer of this Service)

In the event that the Company transfers the business of the Service to a third party, the Company may transfer the position of operator of the Service, the position under the Terms and Conditions and Service Usage Contract, the rights and obligations under the Terms and Conditions and Service Usage Contract, and the subscriber’s registration information and other information to the transferee of such business transfer in conjunction with such business transfer. The subscriber of the Service agrees in advance to the transfer of the subscriber’s position as the operator of the Service, his/her position under the Terms and Conditions, rights and obligations under the Terms and Conditions and Service Usage Contract, and the subscriber’s registration information and other information.

Article 23 (Governing Law and Exclusive Jurisdiction)

These Terms and Conditions and the Service Usage Agreement shall be governed by the laws of Japan.
In the event that a lawsuit becomes necessary in relation to this Agreement or the Service Usage Contract, the Company and the Subscriber shall submit to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 24 (Term of validity of contract)

The term of validity of the service use contract shall be one year from the formation of said contract.
Notwithstanding the provisions of the preceding paragraph, the provisions of Article 10 (handling of stool collection kits), Article 11 (confidentiality), Article 14 (use of research results and inventions), Article 15 (publication of research results), Article 16 (disclaimer), Article 19 (compensation for damages), Article 22 (transfer of Services), Article 23 (applicable law and exclusive jurisdiction) and this The provisions of Article 16 (Publication of Research Results), Article 16 (Disclaimer), Article 19 (Compensation for Damages), Article 22 (Transfer of Services), Article 23 (Governing Law and Exclusive Jurisdiction), and this paragraph shall remain in effect even after termination of the Service Agreement.The term of validity of the service use contract shall be one year from the formation of said contract.Notwithstanding the provisions of the preceding paragraph, the provisions of Article 10 (handling of stool collection kits), Article 11 (confidentiality), Article 14 (use of research results and inventions), Article 15 (publication of research results), Article 16 (disclaimer), Article 19 (compensation for damages), Article 22 (transfer of Services), Article 23 (applicable law and exclusive jurisdiction) and this The provisions of Article 16 (Publication of Research Results), Article 16 (Disclaimer), Article 19 (Compensation for Damages), Article 22 (Transfer of Services), Article 23 (Governing Law and Exclusive Jurisdiction), and this paragraph shall remain in effect even after termination of the Service Agreement.

Article 25 (Matters to be discussed)

If any dispute or question arises concerning matters not stipulated in these Terms and Conditions or concerning the interpretation of any provision of these Terms and Conditions, the Company and the Subscriber shall resolve such dispute or question through good faith consultation.