General Condition of Use

This web site https://glucoscanner.com with the relative services and contents (hereinafter the “Website”) is provided for users and/or clients (hereinafter the “Users” or “Clients”) for the promotion and sale of the products (hereinafter the “Product” or “Products”) and services (hereinafter the “Services”) belonging to Dynamic Brain Lab LLC (hereinafter “DBL” or “Seller”). The site is managed by Dynamic Brain Lab LLC (“DBL”), which can be contacted at: 3-33-13 Kamimeguro, Meguro-ku, 153-0051, Tokyo Japan;

THE ACCESS TO END USE OF THIS AS WELL AS THE PRODUCTS ON THE WEBSITE ARE BASE ON THE ASSUMPTION THAT THESE GENERAL TERMS AND CONDITIONS OF USE HAVE BEEN READ, UNDERSTOOD AND ACCEPTED BY YOU; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

DBL reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, DBL grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

Intellectual Property Right; Trademark

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content“), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Website is owned, controlled or licensed by or to DBL, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Use, no part of the Website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without DBL express prior written consent.

You are not authorized, without the consent of DBL and of any other owner of the registered trademarks posted on the Website, to use such trademarks for distinguishing products or services.

Warranty Disclaimer and Limitation of Liability

The information on products and services provided on the Website are intended for merely descriptive or promotional purposes. Although DBL make any reasonable efforts to ensure that the information available on the Website is accurate and constantly updated, DBL does not make any representation nor give any warranty as to the correctness, completeness, accuracy or currency of any information on the Website, including for example product descriptions, indications on prices and/or availability thereof on the Website. We have made every effort to display as accurately as possible the appearance, and particularly the colors, of our products included on the Website. However, the actual color you see will depend on your computer settings and we cannot guarantee that your computer will accurately display our colors. The fact that certain products or services are included on the Website does not imply any guarantee to use the service or to be able to buy the products through the Website at a particular time and/or reference to the availability of the same. From time to time, Seller may modify or remove, either temporarily or permanently, some of the products and/or services, and related features and specifications, that are displayed on or made available through the Website, or make changes to the applicable prices for any such product or services, or to the circumstances in which Seller can modify and/or withdraw the products that Seller may be selling through the Website, without any notice to the clients.

To the maximum extent permitted by applicable law, Seller shall in no event be liable for any damage or loss arising out of use of the Website and/or glucoscanner.com content or any information contained on or the products sold through the Website. Seller shall not be liable for any indirect damage, whatever the cause, origin, nature and consequences thereof may be, including, without limitations, any cost borne due to loss of intangible goods caused by the use of the Website or by impossibility to use the Website or reliance on the information directly or indirectly made available through the Website. In any case, nothing in these “products and services warranty disclaimer and limitation of liability” excludes or limits Seller’s liability to you for willful misconduct or gross negligence or for any other liability which may not be excluded or limited under any mandatory provision of applicable law. By using this Website, you agree that, in case of any dissatisfaction relating to this Website, any part thereof and or any product or service which may be made available through this Website, or any clause of these products and services warranty disclaimer and limitation of liability, the sole and exclusive remedy available to you shall be ceasing your use of the Website. Seller disclaims any and all liability for the acts, omissions and conducts of any third parties in connection with or related to your use of the Website, including without limitation any liability for any third-party content, information, statement, available on or through the Website, under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law. You finally agree to indemnify and hold harmless Seller against any legal action, claim, complaint from any third parties, and related damages and costs, including any legal expenses (including reasonable attorney fees), caused by or connected to any irregular and/or unlawful use by you of the Website and/or Seller’s content.

DBL CANNOT ENSURE THAT ANY FILES OR DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF CONTAMINATION, VIRUSES OR DESTRUCTIVE FEATURES.

DBL DOES NOT PROMISE THAT THE WEBSITE OR ANY CONTENT, SERVICE OR FEATURE OF THE WEBSITE WILL BE FRE OF ERROR OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.

DBL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DBL DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY DBL SERVICES.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST DBL FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

DBL reserves the right to do any of the following, at any time, without notice:

1. to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason;
2. o modifies or change the Website, or any portion of the Website, and any applicable policies or terms; and
3. to interrupt the operation of the Website, or any portion of the Website, as necessary to

Privacy Policy

We recommended that you read the Privacy Policy which also applies to user who access the Website and use the relevant services without making purchases.

The Privacy Policy will help you understand how and for what purpose DBL collects and uses your personal data. privacy@glucoscanner.com

Accounts, Passwords and Security

Certain features or services offered on or through the Website may require you to open an account, setting up a user ID and password. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify DBL immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by DBL or any other user of or visitor to the Website due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else’s users ID, password or account at any time without the express permission and consent of the holder of that user ID, password or account. DBL cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Indemnity

You agree to indemnify and hold DBL, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against DBL by any third party due to or arising out of or in connection with your use of the Website.

Governing Law; Dispute Resolution

The general terms and condition of Use are governed by the laws of Japan

The information contained in this web site is subject to change without notice.
Copyright © Seller All rights reserved.

Legal: General Condition of Use

General Condition of Sale

1. Applicability.

These General Conditions of Sale (hereinafter “Terms”) govern the sales of one or all the following products and ancillary services:

Glucoscanner finger clip (the “sensorClip” or the “Device”); the Glucoscanner Online services (the “Online Services”); the Glucoscanner mobile application (the “Mobile App”) and any other services or device that time by time will be proposed for sale on our website https://glucoscanner.com  (collectively the “Products”)

The Products purchased are sold directly by Dynamic Brain Lab LLC (“Seller” or “DBL”) with registered office at: 3-33-13 Kamimeguro, Meguro-ku, 153-0051 Tokyo, Japan

These Terms and the Sales Confirmation comprise the entire agreement between the parties (collectively, the “Agreement”). Buyer accepts these Terms by means of confirmation of the order by sending a purchase order. No terms, conditions or warranties other than those identified in the quotation and no agreement or understanding, oral or written, in any way purporting to modify the terms and conditions whether contained in Buyer’s purchase order or shipping release forms, or elsewhere, shall be binding on Seller unless hereafter made in writing and signed by Seller’s authorized representative. Buyer is hereby notified of Seller’s express rejection of any terms inconsistent with this Agreement or to any other terms proposed by Buyer in accepting Seller’s quotation. Neither Seller’s subsequent lack of objection to any terms, nor the delivery of the products or services, shall constitute an agreement by Seller to any terms.

2. Ordering Policy.

2.1 the Seller offers the Products for sale on https://glucoscanner.com.  (“glucoscanner.com”)

2.2 the Products are available exclusively to its adult end users, i.e. (“User” or “Buyer”).

2.3 Buyer means any individual who is acting for purpose outside of his/her trade, business or profession. If you are not a Buyer, please do not buy any Products on glucoscanner.com.

2.4 the Seller reserves the right not to accept purchase order proposals received from Buyers who are not a consumer, and any other order proposal that does not comply with its business policy, such as order proposals for which there are reports or suspicion of fraudulent or illegal activity. In such cases, the Seller will inform the Buyers that the order proposal has not been accepted.

2.5 these Terms exclusively regulate the transmission by the users of the Products and the acceptance by order proposals relating to the Products on glucoscanner.com.

2.6 the order proposal transmitted to the Seller and the returns made by users must also match with normal consumer needs.

The Seller monitor the number of order proposals and return.

3. Execute a sale contract with seller.

3.1 To execute a contract of sale for the Products on https://glucoscanner.com, you must fill out the online purchase order proposal form and send it electronically to the Seller, following the relevant instructions.

3.2 Before sending your order proposal, we ask that you carefully read the Terms and the Return Policy, print a copy using the print option and keep it safe for your own personal use. Before sending your order proposal to the Seller, we will provide you with a summary of the main characteristics of the Products ordered and its unit price, the type of payment you may use to purchase the Products, shipping methods for the purchased Products, shipping and delivery costs.

3.3 Your order proposal is an irrevocable offer to buy the Products. Before submitting the order proposal form, you will be therefore asked to identify and correct any possible input errors.

3.4 The order proposal form sent to the Seller will be filed in our database for the time required to process it and as stated by law. You will receive an email by the Seller acknowledging that your order has been received.

3.5 The Seller may not accept order proposals that do not provide sufficient guarantees of solvency, are incomplete or incorrect, or if the Products are no longer available. In this event, we shall inform you via e-mail that the contract has not been executed and that the Seller has not accepted your purchase order proposal, specifying the reasons thereof. If the Products displayed on glucoscanner.com are no longer available or for sale at the time your order proposal is received or fulfilled, then the Seller shall inform you of the unavailability of the Products you wish to purchase within thirty (30) days from the day after you submitted your order to the Seller. If you have already paid for the Products ordered, the Seller will refund the amount paid without undue delay and the contract between the parties will be deemed terminated.

3.6 By submitting an order proposal form, you unconditionally accept and undertake to observe the provisions of these Terms in your contract with the “seller”. Should you not agree with certain provisions of these Terms, please do not submit your order proposal form for the purchase of the Products on glucoscanner.com.

3.7 By submitting an order proposal form, you agree and accept these Terms as well as further conditions contained on glucoscanner.com, including those accessed via links, and including the Terms and Conditions of Use, Privacy Policy and the Return Policy.

3.8 Upon submission of an order proposal form, the Seller will email you an electronic order acknowledgment.

3.9 The sale contract shall be deemed completed only when you receive a formal acceptance of the order proposal by the Seller and a shipping confirmation containing the Terms, after that the Seller has analyzed your order proposal, completed the order verification and relevant processing procedure. For sake of clarity, please note that the email confirming the receipt of your order proposal, as indicated in section 2.4 above, shall not be deemed that your order proposal has been accepted by the Seller, but it is only a confirmation that your order proposal has been properly placed on glucoscanner.com and that your request is under process.

3.10 The Seller reserves the right not to accept order proposals in the cases outlined in sub section 2.4.

4. Price Indication; Pre-booking; How is work.

4.1 The price of the Products is as quoted on https://glucosacanner.com from time to time.

4.2 The price of the Products is in Japanese Yen (¥) or US$ (US Dollar) including shipping cost.

4.3 The sensorClip and the Online Services has a range of price, the Mobile App is free of charge.

4.4 Prices and delivery costs are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Acceptance Confirmation. Please check the final price before sending your order proposal form. In the event of a recognizable error in the indication by the Seller of the Products price calculation of the amount requested at payment, the Seller will be entitled not to accept the order proposal and contact the Buyers to offer the opportunity to buy the Products at the correct price.

4.5 Pre-booking the Products is possible in case there is a lack of Products or in case of a promotion campaign.

4.6 For the pre-booking it is necessary an initial down-payment as described on https://glucoscanner.com.

4.7 With pre-booking the Buyers can have the right to first to receive the Products.  As soon as the sensorClip will be available you can start customizing the sensorClip purchased with the Online services plan.

4.8 The delivery time for the pre-booking Products will be guaranty by the Seller between three to eight months from the time the booking is made. Regardless of the pre-booking payment in case the Seller delays the delivery of the Products for more than eight months than the full refund will be processed by the Seller.

4.9 the Seller cannot accept purchase requests from countries not listed on the splash page.

4.10 All stated prices include any taxes, fees, duties, and levies, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement (collectively, “Taxes”) but exclude delivery costs, which will be automatically added (at the cost shown) to the total amount due once you have selected your chosen delivery method.

4.11 To use the sensorClip you must have (i) a Smartphone; (ii) a Working Internet Connection; (iii) a Bluetooth; (iv) a Mobile App.

• You cannot use the sensorClip if you don’t have a smartphone, a working internet connection, a bluetooth and a Mobile App.
• You cannot use the sensorClip in case you are in the area which has no internet connection or in an area with a low connection signal.

5. Payment.

5.1 Payment of the price of the Products and the costs of their shipping and delivery must be made using one of the methods indicated on the order proposal form. Under no circumstances will you be charged more than the cost incurred by the Seller relative to the payment method chosen by you.

5.2 In the case of payment by credit/debit card, all details (for example, card number or expiration date) will be sent via an encrypted protocol to the banks which provide remote electronic payment services, without third parties having any access whatsoever thereto. These details will not be used by the Seller except for carrying out procedures relevant to your purchase, or issuing refunds in the case of returns, subsequent to the exercise of your right to return, or for reporting cases of fraud on glucoscanner.com to the police. The price for the purchase of Products and the costs for their shipping and delivery as indicated on the order proposal form will be charged to your account at the moment in which the purchased the Products are made.

5.3 You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

6. Delivery; Shipping.

6.1 Delivery of the Products, will be provided by Dynamic Brain Lab LLC Company, incorporated and existing under the laws of Japan.

6.2 The Seller will deliver the Products within eight calendar months after receiving Buyers purchase order, subject to their availability. The delivery date provided by Seller for the Products is only an estimate and is based upon prompt receipt of all necessary information from Buyer. If Buyer causes Seller to delay shipment or completion of the Products, Seller will be entitled to any and all extra costs and expenses resulting from the delay. Seller will not be liable for any delays, loss, or damage in transit, and failure to deliver within the time estimated will not be a material breach of contract on Seller’s part.

6.3 Your order will be delivered to the delivery address you specify when placing your order. Our courier will not be responsible for any additional carrying, unpacking or positioning of Products.

6.4 If you are unable to take delivery of items, you will have a certain period of time in which to collect the Products from the specified courier. Thereafter, the Products will be returned to us and we will consider you have exercised your right to cancel the order.

7. Risk of Loss.

7.1 Risk of loss or damage passes to Buyer upon delivery to the carrier. If Buyer fails to accept delivery of any of the Products on the date set forth in Sellers notice that Seller has delivered the Products to the Delivery Location, or if Seller is unable to deliver the Products to the Delivery Location on the date because Buyer has failed to provide appropriate instructions, or other details then: (i) risk of loss to the Products will pass to Buyer; (ii) the Products will be deemed to have been delivered to Buyer; and (iii) Seller, at its option, may store the Products until Buyer takes possession of them, at which time Buyer will be liable for all costs and expenses resulting from the failure  (including but not limited to the cost of storage and insurance).

7.2 Title passes to Buyer upon Buyers payment in full for the Products.

8. Rejection of Products.

8.1 Upon the delivery of the Products, you shall immediately verify the quality of the Products. In case of defects you shall (i) – within no more than 8 calendar days from the receipt of the Products contest the quality of the product by means of written communication specifying the type and the number of defects and (ii) make the contested products available to us for inspection. The relevant inspection will be completed by us within 60 calendar days from the receipt of the above-mentioned written notice; the expiry of such term without any reply to you has not to be considered as approved and accepted by us of the contested defects.

8.2 In case the contested defects are accepted by us you shall, at your sole choice, terminate the Contract and we will revert to you the purchase price (net of shipping costs), or ask for the reduction of the price and / or the elimination of the defects within a period not exceeding 60 calendar days from the claim to us.

8.3 Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above shall be considered approved and accepted by you.

9. Non-conforming Products.

9.1 As used in this Section 9, “Nonconforming Products” means only the items shipped are different from those identified in Buyer’s purchase order. Buyer will inspect the Products within five (5) days following receipt thereof (the “Inspection Period”). The Products will be deemed accepted at the end of the Inspection Period unless Buyer notifies Seller in writing of any Nonconforming Products and furnishes Seller with written evidence or other documentation reasonable required by Seller.

9.2 If Buyer timely and properly notifies Seller of any Nonconforming Products, then Seller will, in its sole discretion, (i) replace the Nonconforming Products with conforming Products or (ii) credit or refund the purchase price for the Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer. At Seller’s request, Buyer will dispose of the Nonconforming Products or return the Nonconforming Products to Seller at Seller’s expense. Upon receipt of the Nonconforming Products, Seller will promptly refund the monies owed or ship the replacement Products to the Delivery Location at Seller’s expense, with Seller retaining the risk of loss until delivery.

9.3 Buyer acknowledges and agrees that the remedies set forth in this Section 9 are Buyer’s exclusive remedies for the delivery of Nonconforming Products, and except as set forth in this Section 9, Buyer has no right to return the Products to Seller without Seller’s written authorization.

10. Limited Warranty.

10.1 Seller warrants to Buyer that the Products will be free from defects in material and workmanship for a period of six (12) months following the date of delivery to the Delivery Location (the “Warranty Period”). Notwithstanding the foregoing, the Warranty Period for consumable Products will in no event exceed recommended replacement intervals set forth in the published specifications and instructions provided by Seller or its suppliers or subcontractors Instructions (“Instructions”). If, prior to the expiration of the Warranty Period, Buyer informs Seller in writing of any breach of this limited warranty, then Seller may repair or replace the Products that gave rise to the breach or, in Seller’s sole and exclusive discretion, refund the amounts that Buyer paid for the Products.

10.2 The foregoing limited warranties do not apply to (i) any defect in Products not manufactured by Seller; and (ii) any Products manufactured according to Buyer’s specifications.

10.3 Buyer will bear the costs of transportation of the Products to Seller and back to Buyer.  Any repair or replacement pursuant to this limited warranty will not extend the Warranty Period. Seller does not warrant the Products, or any repaired or replacement parts, against normal wear and tear or corrosion. This limited warranty and remedy are expressly conditioned upon: (i) Buyer’s payment of the purchase price in full, (ii) Buyer giving written notice of the defect, reasonably described, to Seller within ten (10) days of the time when Buyer discovers or ought to have discovered the defect, (iii) the storage, installation, operation, use, and maintenance of the Products in compliance with the Instructions, (iv) the existence of proper records of Buyer’s operation and maintenance of the Products during the Warranty Period, (v) Buyer providing Seller with a reasonable opportunity to examine the Products and the aforementioned records, and (vi) the absence of any unauthorized modification or repair of the Products, including without limitation the removal or alternation of any serial numbers or other details necessary to identify the Products.

10.4 The remedies set forth in this section 10 are Buyer’s sole and exclusive remedies for any failure of seller to comply with its obligations under this agreement, including any breach of the limited warranty set forth in this section 10. Seller makes no other warranties of any kind, express or implied, of any kind, and seller disclaims all other warranties whatsoever, including but not limited to any implied warranties of merchantability and fitness for a particular purpose.

11. Indemnification.

11.1 Buyer will defend, indemnify, and hold harmless Seller and its parent company, their respective subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and export customs fees), or expense (including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers) (“Claims”) arising out of or occurring in connection with the negligence or willful misconduct of Buyer or its employees or agents, including but not limited to: (i) any misuse or modification of the Products by Buyer or its employees or agents, (ii) any act (or failure to act) by Buyer or its employees or agents in contravention of any safety procedures or instructions that Seller provides to Buyer or its employees or agents, or (iii) the failure to store, install, operate, or maintain the Products in accordance with the Instructions.

11.2 Seller will defend, indemnify, and hold harmless Buyer and its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees from and against any Claims arising out of or occurring in connection with the negligence or willful misconduct of Seller or its employees or agents.

12. Infringement.

12.1 Seller will defend, at its own expense, any action against Buyer brought by a third party to the extent that the action is based upon a claim that the Products infringe any patents or copyrights, or misappropriate any trade secrets, of a third party. Seller will pay those costs and damages finally awarded against Buyer in any action that are specifically attributable to the claim or those costs and damages agreed to in a monetary settlement of the action.

12.2 The foregoing obligations are conditioned on Buyer (i) notifying Seller promptly in writing of the action, (ii) making no admission of liability and giving Seller sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and, at Seller’s request and expense, assisting in the defense.

12.3 If the Products become, or in Seller’s opinion are likely to become, the subject of an infringement claim, Seller may, at its option and expense, either (i) procure for Buyer the right to continue using the Products, (ii) replace or modify the Products so that they become non-infringing, or (iii) accept return of the Products and refund Buyer the amounts actually paid by Buyer to Seller for the Products.

12.4 Notwithstanding the foregoing, Seller will have no obligation under this Section 12 or otherwise with respect to any infringement claim based upon any: (i) misuse or modification of the Products by Buyer or its employees or agents, (ii) use of the Products in combination with other materials, goods, products, or services for which the Products were not intended to be used, (iii) failure of Buyer to implement any update provided by Seller that would have prevented the claim, (iv) Products that Seller made to Buyer’s specifications or designs.

12.5 This section 12 states Seller’s liability and Buyer’s exclusive remedy for infringement claims and actions.

13. Limitation of Liability.

13.1 In no event will Seller be liable for any indirect, special, incidental, exemplary, or consequential damages, including but not limited to any loss of use or under- utilization of labor or facilities, loss of revenue or anticipated profits, lost data, and costs of procurement of substitute goods, regardless of the form of action, whether in contract, tort, or otherwise, even if Seller has been advised of the possibility of the damages.

13.2 Except for death or bodily injury resulting from Seller’s negligence or willful misconduct, Seller’s total liability for all claims arising out of, or relating to, the goods will be limited to general money damages in an amount not to exceed the total purchase price for the goods giving rise to the claim.

13.3 Nothing in these terms and conditions shall limit or exclude our liability to you:

– for death or personal injury caused by our negligence;

– for breach of any statutorily-implied term as to ownership of the Products.

– under the applicable law.

13.4 Subject to this, in no event shall we be liable to you for any business losses and any liability we do have for losses you suffer arising from any Contract shall not exceed the purchase price of the relevant Products and is strictly limited to losses that were reasonably foreseeable.

13.5 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Contract that is caused by events outside our reasonable control (i.e. Force Majeure).

14. Changes.

14.1 Seller reserves the right to alter, modify, or redesign its products without any obligation to replace previous shipments to Buyer.

15. No License.

15.1 Except as provided in Section 15(b), the sale of the Products will not confer to Buyer any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights owned or controlled by Seller, its subsidiaries, affiliates, or suppliers; it being specifically understood and agreed that all the rights are reserved to Seller, its subsidiaries, affiliates, or suppliers. Without limiting the foregoing, Buyer will not, without Seller’s prior written consent, use any trademark or trade name of Seller in connection with any the Products, other than with respect to the resale of the Products pre-marked or packaged by or on behalf of Seller.

15.2 If software is provided by Seller under the Agreement, Buyer agrees that the software may only be used in accordance with the terms and conditions of the software license agreement that accompanies the software. Buyer agrees not to directly or indirectly decompile, disassemble, reverse engineer or otherwise derive the source code for the software.

16. Termination.

16.1 In addition to any other remedies that Seller may have, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: has not performed or complied with any of these Terms, in whole or in part.

17. Confidentiality.

All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer will promptly return all documents and other materials received from Seller. Seller will be entitled to injunctive relief for any violation of this Section 17, without having to post bond or establish the insufficiency of a remedy at law. This Section 17 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

18. Force Majeure.

Seller will not be liable for any failures or delays caused by strikes, differences with workers, or any causes beyond the reasonable control of Seller, including but not limited to fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures are caused by labor difficulties, Seller will not be obligated to seek or obtain any settlement that, in Seller’s sole judgment, is not in Seller’s best interest.

19. Compliance.

Each party will comply with all applicable laws, regulations, and ordinances, and Distributor will comply with the export and import laws and regulations in effect as of the date of shipment of the Products of any country involved in the transactions contemplated by the Agreement.

20. Governing Law; Venue, Dispute Resolution.

All matters arising out of or relating to this Agreement is governed by and construed in accordance with the laws of Japan without giving effect to any choice or conflict of law provision or rule (whether of the Japan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Japan. Any legal suit, action or proceeding arising out of or relating to these Terms will be instituted in the courts located in Tokyo, Japan. Each party irrevocably submits to the exclusive jurisdiction of the courts in any the suit, action or proceeding.

21. Language.

It is by the express intention of the parties hereto that the present Agreement and all its related documents be drafted in English.

22. Survival.

In addition to any other term whose context may so require, the terms contained in Sections 1, 4, 6, 7, 8, 9, 10, 11, 15, 17, 18, 19, 20, 21 and 22 will survive any cancellation of the purchase order.

23. Disclaimer and Intellectual Property Rights.

The materials appearing on the website glucoscanner.com are protected by copyright and also contains other proprietary rights, including trademarks and trade names. This website also contains original works including presentation and expression in respect of aspects pertaining to intellectual property, the presentation and expression thereof, of which are protected by copyright and trademark rights.  All copyright, trademarks and other intellectual property in or arising out of the materials vest solely in us. Unless otherwise indicated, we reserve all copyright and trade mark rights in the content and design of this website. You agree not to modify, reproduce, copy, adapt, store in a retrieval system, distribute, transmit, print, display, perform, publish or create derivative works from any part of the materials or design of this website, or derive commercial use or benefit from the materials, or cause any of the material to be framed or embedded in another website, without our prior written consent. These terms shall be construed in accordance with the applicable laws of Japan.

The presentation of the “Products” on the Website “glucoscanner.com” has a purely informative purpose and does not represent a binding offer by the “seller”. The images and description present on the Website “glucoscanner.com” reproduce the characteristics of the Glucoscanner sensor clip as closely as possible. However, the colors of the Glucoscanner sensor clip may differ from the actual colors due to the settings of the computer systems or the computers used by the “consumers” for their visualization. The images of the Glucoscanner sensor clip on the “glucoscanner.com” Website may differ in size or in relation to any ancillary products. Therefore, these images must be understood as indicative and with the tolerances of use. For the purposes of the contract of sale of the Glucoscanner sensor clip, the description of the Glucoscanner sensor clip contained in the contractual documentation transmitted by the consumer shall be considered authentic.

23. Miscellaneous. 

Buyer acknowledges that is has not been induced to purchase any the Products from Seller by any representation or warranty not expressly set forth in this Agreement. These Terms and the Sales Confirmation constitute the entire agreement of the parties and supersede all existing agreements and all other oral or written communications between them concerning its subject matter. None of the Terms may be added to, modified, superseded, or otherwise altered, except by a written document signed by an authorized representative of Seller that specifically references these Terms and states that it modifies them. If there is a conflict between the provisions of the Sales Confirmation and these Terms, then the terms of the Sales Confirmation will govern. No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing that specifically references these Terms and is signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The Section headings contained in these Terms are for convenience only and will not affect the interpretation of any provision. If any provision of this Agreement is held to be prohibited or unenforceable, the provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Buyer will not assign any quotation or accepted order for the Products, in whole or in part, without Seller’s prior written consent.

The information contained in this web site is subject to change without notice.
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Legal: General Condition of Sale