Takara Bio USA, Inc. Website Terms of Use

Effective Date: This Terms of Use was last updated on March 7, 2018.

Acceptance of the Terms of Use
Welcome to the website of Takara Bio USA, Inc. ("TBUSA", "we" or "us"). These terms and conditions (“Terms") govern your access as a guest or registered user to and use of www.takarabio.com ("Website"), including any content, functionality and services offered on or through the Website.

By using this Website, you represent that you are of legal age and that you accept and agree to be bound and abide by these Terms and the Takara Bio USA, Inc. Privacy Policy (“Privacy Policy”) available at www.takarabio.com, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must immediately cease access to and use of this Website.

Changes to the Terms of Use and Website
We may update these Terms at any time in our sole discretion. Your continued use of the Website following the posting of the updated Terms means that you accept and agree to the changes.

At our sole discretion and without any notice, we may withdraw or update the Website, including deleting or making changes to any service or material provided on the Website, and/or restricting access to some or all portions of the Website.

Accessing the Website and Account Security
You are responsible for making all arrangements necessary for accessing the Website and ensuring that all persons who access the Website through your internet connection comply with these Terms. You may be asked to provide certain information in order to access the Website and you agree to provide correct, current and complete information. All information you provide through this Website will be subject to the Privacy Policy.

If you select or are provided a user name, password or other information, you must treat such information as confidential and must not disclose it to any other person or entity, or provide any other person access to this Website using your user name, password or other information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

We have the right to disable any user name, password or other identifier at any time in our sole discretion for any reason.

Intellectual Property Rights
The Website and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are protected by intellectual property rights owned by TBUSA, its affiliates, or other third party providers. Such intellectual property rights include, but are not limited to, patents, trademarks, trade names, inventions, copyrights, design rights, and rights in and to databases, know how, and any other intellectual property relating to the Website. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by TBUSA.

These Terms permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except that you may print or download one copy of each page of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. If we provide a desktop, mobile or other applications for download, you may download one copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

Any use of the Website not expressly permitted by these Terms is a breach and may violate copyright, trademark and other laws, and as a result, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials or information you have made.

Trademarks
TBUSA’s name, trademarks, logos and all related names, logos, product and service names, designs and slogans (collectively, “Trademarks”) of TBUSA or its affiliates or licensors. You must not use Trademarks without prior written permission of TBUSA.

Prohibited Uses
You may use the Website only for lawful purposes. You agree not to use the Website in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). You may not transmit any advertising or promotional material, including any "junk mail", "spam" or any other solicitation; impersonate or attempt to impersonate TBUSA, its employees, another user or person or entity; engage in any conduct that restricts or inhibits anyone's use of the Website; use any device, software, routine that interferes with the proper working of the Website; or introduce any viruses which is malicious or technologically harmful to the Website.

User Contributions
This Website may allow you to post, submit, publish, display or transmit to other users or other persons’ content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with these Terms and all applicable federal, state, local and international laws and regulations. User Contributions must not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. We may at any time and for any reason, at our sole discretion, remove or refuse to post any User Contributions.

Other than personally identifiable information which is covered under the Privacy Policy, any User Contribution you post to the Website will be deemed non-proprietary. By providing User Contribution, you grant us and our affiliates, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties such non-proprietary User Contribution. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license to use the User Contribution to us, our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

Monitoring and Enforcement; Termination
We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and terminate or suspend your access to all or part of the Website for any reason including violation of these Terms. We may also disclose your identity or other information about you to any third party who claims that material posted by you on the Website violates their rights, including their intellectual property rights or their right to privacy.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting us to disclose the identity or other information of anyone posting any materials on or through the Website.

Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by TBUSA, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible for or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Online Purchases and Terms and Conditions of Sale
All purchases or other transactions for the sale of products or services processed through the Website are governed by Takara Bio USA, Inc. General Terms & Conditions of Sale and/or Takara Bio USA, Inc. Terms and Conditions – Custom Services available at www.takarabio.com and are hereby incorporated into these Terms.

Linking to the Website and Social Media Features
You may link to the Website in a way that is fair and legal and does not damage our reputation or take advantage of it. This Website may provide certain social media features that enable you to link from your own or certain third-party websites to certain content on this Website; send e-mails or other communications with this Website’s content or links, or cause portions of content on this Website to be displayed on your own or certain third-party websites.
You may use these features solely as authorized by us in the Website and in compliance with these Terms. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions
The owner of the Website is based in the state of California in the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so at your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TBUSA NOR ANY PERSON ASSOCIATED WITH TBUSA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER TBUSA NOR ANYONE ASSOCIATED WITH TBUSA REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TBUSA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability
IN NO EVENT WILL TBUSA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
You agree to defend, indemnify and hold harmless TBUSA, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms.

Governing Law and Jurisdiction
All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California.

Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability
No waiver by TBUSA of any provision set forth herein shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure of TBUSA to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement
The Terms, Privacy Policy, Takara Bio USA, Inc. Terms and Conditions of Sale, and Takara Bio USA, Inc. Terms and Conditions – Custom Services constitute the sole and entire agreement between you and TBUSA with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns
All notices of copyright infringement claims should be sent to:
Takara Bio USA, Inc.
2560 Orchard Parkway
San Jose, CA 95131 USA
Attention: VP, Corporate Development

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: ordersUS@takarabio.com.

Thank you for visiting our Website.