Welcome to the cloud-based image-sharing service, CarbConnect (the “Platform”), which is made available by CarbGeM Inc. or its affiliates (“we” or “us”). These Terms and Conditions (“Terms”) of the Platform shall apply exclusively towards your use of the Platform and all content, information, services and software provided on or through the Platform (“Content”). Your completion of the user registration process for the Platform and your use of the Platform constitutes your acceptance of these Terms (“Agreement”). Please read these Terms carefully before using the Platform and if you do not agree with any of these Terms, you are not permitted to access this Platform.
Under these Terms, we provide you with the Platform to facilitate the sharing and interpretation of images, text, or data that you upload or interact with on it (collectively, “Images”) across various fields (“Purpose”).
2.1. Limited License
As a user of the Platform, you are granted a non-exclusive, non-transferable, revocable, limited license to access and use the Platform and the Content in accordance with these Terms. We may terminate this license in accordance with this Agreement.
2.2. Eligibility and User Responsibility
You must be a registered user to access the Platform. If user registration is requested, you agree to provide accurate and complete registration information. Further, you represent and warrant that all information you provide is accurate, current, and complete. It is your responsibility to maintain the confidentiality of that information and to inform us of any changes to that information. Each registration is for a single user or a single entity only, unless specifically designated otherwise on the registration page. We do not permit: (a) anyone other than you to use the Platform by using your name or password; (b) access through a single name being made available to multiple users on a network or otherwise; and (c) user registration by anti-social forces and parties we believe are inappropriate. You are solely responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify us immediately in writing. We are not liable for any losses resulting from such unauthorized use or access to your user account.
2.3. Images
If you have a user account, you may be able to upload the Images to the Platform. However, you agree to ensure that we shall not obtain or process any data that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the General Data Protection Regulation (“GDPR”), or the Act on the Protection of Personal Data (“APPI”) as the Images uploaded by you on this Platform. We shall not be liable for any non-compliance with HIPAA, GDPR, APPI or any other applicable regulations relating to data protection or privacy (“Other Applicable Data Protection Regulations”) as to the acquisition of data from third parties uploaded or otherwise informed by you.
YOU MAY NOT UPLOAD “PROTECTED HEALTH INFORMATION” AS DEFINED UNDER HIPAA. FURTHER, YOU MAY NOT UPLOAD ANY “PERSONAL DATA” AS DEFINED IN THE GDPR, APPI, OR OTHER APPLICABLE DATA PROTECTION REGULATIONS. IN ORDER TO UPLOAD ANY INFORMATION THAT MIGHT RELATE TO HIPAA, GDPR, APPI OR OTHER APPLICABLE DATA PROTECTION REGULATIONS, YOU MUST PROCESS SUCH INFORMATION AS “DE-IDENTIFIED INFORMATION” UNDER HIPAA OR “ANONYMOUS INFORMATION” AS STATED IN THE GDPR, APPI OR OTHER APPLICABLE DATA PROTECTION REGULATIONS.
THE PURPOSE FOR WHICH WE PROCESS THE IMAGES DOES NOT REQUIRE THE IDENTIFICATION OF ANY DATA SUBJECT BY US.
You must not upload any false, misleading or fraudulent Images, or illegal information in any way on the Platform (“Undue Postings”). We may delete your Undue Postings at any time for any reason without permission from you, and we reserve the right to delete any Images that we have reason to believe are inappropriate or if required to do so by public authorities or applicable law, at our sole discretion.
We have no liability for the Images or any third-party communications you may upload or receive on the Platform. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and the content of any Images and third-party communications. We do not access, handle, process, monitor or screen the Images or third-party communications and are not responsible for verifying the accuracy, completeness or adequacy of the contents of the Images or third-party communications nor make representations or warranty for the same.
2.4. Prohibited Uses
You must use the Platform in compliance with all applicable laws and regulations.
Interfering with the operation of the Platform or the networks connected to it is prohibited. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Platform or the Content. The use of any network monitoring or discovery software to determine the site architecture, or extract information (except for the Images extracted under the Purpose) about usage, individual identities or users is prohibited. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Platform or the Content without our prior written permission.
You may not use this Platform to transmit any false, misleading, fraudulent or illegal communications. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Platform, except to the extent permitted above.
The illegal and unauthorized use of the Platform or its Content is prohibited.
We are committed to protecting your privacy and ensuring the security of your data. Our Privacy Policy outlines how we collect, use, disclose, and safeguard your information. By using the Platform, you agree to our Privacy Policy（https://carbgem.com/en/privacy-en/）. We do not guarantee that unauthorized third parties will not be able to defeat our security measures.
While we strive to ensure that the Platform is available and functional at all times, we do not guarantee uninterrupted access. The Platform may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. You agree and acknowledge that access to the Platform may be interrupted or suspended for technical issues or other reasons, including, but not limited to, cyber-attack, maintenance or unavailability of third parties’ services. We will make commercially reasonable efforts to resolve such issues, including the interruption and suspension of the Platform, without delay. For the avoidance of doubt, you will remain responsible for the payment of fees during any service limitation periods unless otherwise provided in our other terms or policies.
We reserve the right to modify, suspend, or discontinue the Platform at any time without notice or liability.
5.1. Optional Plans
We provide the Platform to you free of charge with limited data storage capacity and/or limited functions or features. Certain functions and features of services, as well as additional storage capacity, on the Platform (“Optional Plans”) may be available for a fee, which may be subscription-based or non-subscription-based. The fees and subscription period for each of the Optional Plans (respectively, “Service Fee” and “Service Term”) shall be stipulated in the price lists of Optional Plans (“List of Optional Plans”), which shall be disclosed via our website (currently, each stipulated in the following links: https://www.carb-connect.com/plans), or shall be separately notified by us. If you choose to purchase the Optional Plans, you agree to pay all applicable fees and taxes. The fees are non-refundable unless otherwise stated. We reserve the right to change our fees at any time and will notify you of any such changes in advance. Your continued use of the Platform after a fee change constitutes your acceptance of the revised fees.
5.2. Service Term
Unless otherwise set forth in the List of Optional Plans, the Optional Plans are provided for the Service Term.
Unless the parties agree otherwise in writing, any change in the Optional Plans subscribed to during any Service Term will have a prorated term starting on the day when the change is made and ending on the last day of the pre-existing Service Term.
5.3. Automatic Renewals
Unless otherwise specified in the List of Optional Plans, following the initial Service Term, the user’s subscription to the Optional Plans will automatically renew for an additional subscription period (“Renewal Term”) at the then-current quantity or subscription tier, unless either party gives the other written notice of termination (including any partial termination to reduce quantities) at least thirty (30) days prior to the expiration of the then-current Service Term. If you have purchased the Optional Plans online via a self-serve mechanism and provided a payment method to us for recurring charges, you may terminate the Agreement prior to the day before a Renewal Term begins.
6.1. Customer Data Sharing
The Platform may enable users to share data with other users and third parties. Through the use of the analytic application provided by us, the data you shared on the Platform can be provided from you to third party users who use such application. The recipients of shared data may access, view, download, and share this data through their own accounts on the Platform. You understand and agree that: (a) it is solely your and your users’ choice to share data; (b) we cannot control third parties with whom you have shared data; and (c) you are solely responsible for your use of the Platform, including any sharing of data to third parties. You shall take necessary measures for the sharing of data required by applicable laws and regulations including GDPR and APPI and shall not infringe any right, including copyrights and other intellectual property rights, by the sharing of data. Certain account information, such as names, profile pictures, or contact information, may be viewable by others with whom users collaborate and by the entity that controls a corporate email domain if the Platform is accessed using an email address associated with that domain.
6.2. Aggregate and Anonymous Data
You agree that, subject to Section 8.2, we have the right to generate aggregate and anonymous data based on users’ use of the Platform, and this data is owned by us. We may use this data for its business purposes during or after the term of this Agreement, including, but not limited to, developing and improving the Platform and creating and distributing reports and other materials. We will not disclose any aggregate or anonymous data externally in a manner that could reasonably identify you or your users. You are not responsible for our use of aggregate or anonymous data.
6.3. Data Processing
You agree and acknowledge that, subject to Section 8.2, we may acquire, maintain, dispose of, use, transfer and otherwise process data relating to you and data submitted by you in accordance with our Privacy Policy.
7.1. Use at Your Discretion
You may choose to use services or features identified as alpha, beta, preview, early access, or evaluation (“Beta Services”) at your sole discretion. Beta Services may not be supported and may be changed at any time without notice. They may not be as reliable or available as the main services, and they may not have undergone the same security measures or auditing as the main services. We will have no liability arising out of or in connection with Beta Services—use them at your own risk.
7.2. Feedback
We offer Beta Services to gather user’s feedback. By using Beta Services, you agree that we may contact you to obtain feedback regarding Beta Services.
8.1. Content and Platform
Except as expressly provided in these Terms, we shall not confer to you or any third party any license or right to intellectual property rights in the Content or the Platform, including software, text, and graphics.
8.2. Postings
Any Images, ideas, expression of ideas, text, graphics, messages, links, data, information and other materials you submit on the Platform (collectively, “Postings”) remain your property, and you retain all rights to those Postings. We will not process the Postings unless otherwise mutually agreed in spite of the provision in Sections 6.2 and 6.3.
8.3. Certifications and Warranty for the Postings
You certify and warrant that the Postings: (i) are your original works or that the owner of such works has expressly granted to you a perpetual worldwide royalty-free irrevocable, non-exclusive license for said works in accordance with Section 8.2 of these Terms; (ii) do not violate, and will not violate, the rights of any third party, including any right of publicity, right of privacy, copyright, patent or other intellectual property right or any proprietary right; and (iii) any use of the Postings by us does not violate, and will not violate, any applicable law.
8.4. Proprietary Right in the Postings
Irrespective of your submission of the Postings to this Platform, you acknowledge and agree that we may create our own ideas that may be, or may obtain submissions that may be, similar or identical to the Postings that you submit. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary or other right in the Postings you submit. 。
We may update the Platform from time to time. If changes are made that materially reduce the functionality of the Platform, we will notify you at the email address associated with your account. You may provide notice within thirty (30) days of the change to terminate your use of the Platform. This termination right does not apply to updates made to features provided on a beta or evaluation basis. Additionally, we may add features to enhance the user experience at no additional charge, which may be withdrawn without further notice.
THE PLATFORM, THE CONTENT, AND THE POSTINGS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE PLATFORM, THE CONTENT OR THE POSTINGS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THE UNAVAILABILITY OF THE PLATFORM, THE CONTENT, THE POSTINGS OR ANY PORTION THEREOF, (C) YOUR USE OF THE PLATFORM, THE CONTENT OR THE POSTINGS, OR (D) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE PLATFORM, THE CONTENT OR THE POSTINGS.
WE SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS` FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM, THE CONTENT OR THE POSTINGS. THIS INCLUDES, BUT IS NOT LIMITED TO, ERRORS IN IMAGE INTERPRETATION, DELAYS, OR ANY LOSS OF DATA. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, OUR SOLE OBLIGATION TO YOU FOR ANY DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM.
You agree to indemnify and hold us, our officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Platform harmless from and against all claims, losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees, arising from your use of the Platform or your violation of these Terms, to the extent that such claims, losses, liabilities, damages, expenses or costs are not attributable to our own gross negligence or willful misconduct.
he provisions of the Disclaimer, Limitation of Liability, and Indemnification are for the benefit of us and our officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Platform. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf.
14.1. Agreement Term
This Agreement will remain in effect for the agreed term unless terminated earlier as provided below.
14.2. Suspension of User Accounts or Access to the Platform
We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including, but not limited to, the right to suspend or terminate your user account or your access to all or part of the Platform if: (a) fees are due; (b) you breach any of these Terms; (c) we are required to do so to comply with a legal requirement or a court order; or (d) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any user, other third party or us, or that could violate any applicable law or regulation. We will have no liability for taking action as permitted above.
You remain responsible for the payment of fees during any suspension period. We will work with you to restore your user account or access to the Platform without delay once the issue is resolved.
We reserve the right to investigate complaints or reported violations of our Terms and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses, and traffic information.
14.3. Termination
Either party may terminate this Agreement if: (i) fees are due; (ii) the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; or (iii) the other party ceases its business operations or becomes subject to insolvency proceedings that are not dismissed within ninety (90) days. We may also terminate this Agreement and suspend your access to the Platform if required to do so with a legal requirement or a court order or for an egregious violation of the acceptable use policy.
14.4. Effects of Termination
If this Agreement terminates: (a) the rights and licenses granted by us will cease immediately; (b) you may request additional time to export your stored data prior to termination, subject to applicable fees; and (c) we will delete any user accounts and stored data in a commercially reasonable period following your request prior to termination.
14.5. Survival
The following sections will survive the expiration or termination of this Agreement: Payment Terms, Data Sharing and Use, Beta Services, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolutions.
These Terms incorporate by reference any notices contained on this Platform, and together with the Privacy Policy constitute the entire agreement between you and us with respect to the access to and use of this Platform, which supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. If any provision of these Terms is unlawful, void or unenforceable, or conflicts with the Privacy Policy, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
The Japanese version of the Terms is a translation of the original in English, and is provided for informational purposes only. In case of any ambiguity or discrepancy, the English original will prevail.
We may revise these Terms (1) to reflect changes to our Platform or how we do business, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm from time to time. The most current version will always be posted on the Platform’s website and we will notify you with reasonable advance notice and the opportunity to review the changes. By continuing to access or use the Platform after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you may not access or use this Platform.
These Terms and any dispute, claim, or request (including non-contractual disputes or claims) arising out of or related to your access or use of the Platform and the Contents (collectively, “Disputes”) shall be exclusively governed by and construed in accordance with the laws of Japan, without regard to its conflict of law principles. Any lawsuits regarding these Terms and Disputes shall be resolved exclusively in the Tokyo District Court in the first instance. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
If you have any questions about these Terms, please contact us below.
Company: CarbGeM Inc.
Address: 1-5-13 Jinnan, Shibuya-ku, Tokyo
Email: cbc_contact@carbgem.com
Date of enactment: As of Oct. 21, 2024
