USE OF THIS WEBSITE INDICATES ACCEPTANCE OF THESE TERMS.

1. Introduction and Acceptance

These Terms of Use (“Terms”) govern your access to and use of the Ajinomoto Bio-Pharma Services website located at www.ajibio-pharma.com (the “Website”). The Website is operated by Ajinomoto Bio-Pharma Services and its applicable affiliated businesses within the affiliates of Ajinomoto Co., Inc. (the “Ajinomoto Group”) (“Aji Bio-Pharma,” “we,” “us,” or “our”). 

By accessing or using this Website, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree with these Terms, please do not use the Website. PLEASE READ THIS CAREFULLY AS IT INCLUDES AN ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, WAIVES YOUR RIGHT TO TRIAL BY JURY, AND WAIVES YOUR RIGHT TO PARTICIPATE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN THE EVENT OF DISPUTES WITHIN THE SCOPE OF THE DISPUTE RESOLUTION SECTION BELOW.

2. Eligibility and Authority

The Website is intended for business and professional audiences and for individuals who are at least eighteen (18) years of age (or the age of majority in their jurisdiction). If you access the Website on behalf of a company, institution, or other entity, you represent that you are authorized to bind that entity to these Terms, and “you” refers to that entity.

3. Use of Website

You may view and download the materials on this Website for lawful personal or business informational purposes. 

You may not use the Website in any manner that: 

(a) violates applicable law or regulation;

(b) infringes the rights of others;

(c) interferes with the operation, security, or integrity of the Website;

(d) attempts to gain unauthorized access to the Website, its servers, or related systems;

(e) introduces viruses, malware, or other malicious code;

(f) uses automated tools such as bots, scrapers, or crawlers to access the Website or collect data, except as permitted for standard search-engine indexing;

(g) misrepresents your identity or affiliation, or submits false or misleading information; or

(h) otherwise misuses the Website or its content.

We may investigate suspected violations and may restrict, suspend, or terminate access to the Website at any time, without notice or liability, including for conduct we believe violates these Terms.

4. Intellectual Property

The content of this Website, including text, graphics, images, videos, designs, logos, icons, documents, and other materials, is owned by or licensed to Aji Bio-Pharma, its affiliated businesses, or other Ajinomoto Group companies and is protected by applicable intellectual property laws. 

Except as permitted by applicable law or expressly provided in these Terms, you may not reproduce, modify, distribute, publish, publicly display, commercially exploit, or otherwise use Website content without prior written permission from the applicable rights holder. No right, title, or interest in the Website or its content is transferred to you, and all rights not expressly granted are reserved. 

5. Trademarks

Trademarks on this Website that are trademarks of Aji Bio-Pharma, its affiliated businesses, or other Ajinomoto Group companies may not be used without prior written permission from the applicable rights holder. There may be references throughout this Website to various third-party trademarks or service marks, and these, whether registered or not, are the property of their respective owners. 

6. Website Content and Services

Information on this Website regarding services, technologies, facilities, capabilities, manufacturing capacities, timelines, and other offerings is provided for general informational purposes. 

Website content does not constitute an offer, guarantee, warranty, contractual commitment, or specification for any product or service. The scope and terms of services provided by an Aji Bio-Pharma business are governed exclusively by the applicable written agreements entered into with the relevant customer, which control in the event of any conflict with Website content or these Terms. 

We may update, modify, discontinue, or otherwise change information, services, capabilities, or other Website content at any time without notice, and we have no obligation to update any Website content. 

7. Scientific and Other Information

Scientific, technical, regulatory, and other information provided through this Website is intended for general informational purposes only and should not be considered medical, scientific, regulatory, legal, or other professional advice. 

Nothing on the Website constitutes a recommendation regarding the use of any product, process, or technology, or a representation that any material is suitable for your particular purpose or compliant with the requirements applicable to your program. You are responsible for independently evaluating any information on the Website and for obtaining appropriate professional advice before acting on it.

8. Inquiries and Submissions

The Website includes online forms and other features through which you may submit inquiries, requests, or other information (“Submissions”). You represent and warrant that you have the right to provide any Submission, that it is accurate, and that it does not violate any law or the rights of any third party.

Please do not submit patient information, clinical records, genetic information, government identification numbers, financial account information, export-controlled technical information, trade secrets, or other confidential or sensitive information through a general Website form unless we specifically request that information through an authorized and appropriately secured channel. Submissions made through the Website are not subject to any obligation of confidentiality unless we have agreed otherwise in writing, and submitting an inquiry does not create any business, contractual, or confidential relationship between you and Aji Bio-Pharma.

Our handling of personal information contained in Submissions is described in our Privacy Policy, including how inquiries may be routed among Ajinomoto Group companies.

9. Links to Other Websites

Links to other websites on this Website are provided for convenience and informational purposes. A link to a third-party website does not constitute an endorsement of that website, its operator, or its content. We do not control and are not responsible for third-party websites, their content, availability, security, or privacy practices. Your use of third-party websites is subject to the terms and policies applicable to those websites. 

10. Privacy and Cookies

Our collection and use of personal information through the Website are described in our Privacy Policy. 

The Website also uses cookies and similar technologies. Information about these technologies and the choices available to you is provided in our Privacy Policy and through our cookie preference tools, which allow you to select whether Functional and Marketing cookies are deployed. Essential cookies are required for the Website to operate and are not subject to selection. 

11. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE OPERATION, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE WEBSITE OR ITS CONTENT, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

We do not warrant that the Website or materials available through it will be free from viruses, malicious code, or other harmful components. You are responsible for implementing appropriate safeguards to protect your systems and data. 

Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited under applicable law. 

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AJI BIO-PHARMA, ITS AFFILIATED BUSINESSES, AND OTHER APPLICABLE AJINOMOTO GROUP COMPANIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR SIMILAR DAMAGES – INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION – ARISING FROM OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITE OR ITS CONTENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited under applicable law. 

13. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Aji Bio-Pharma, its affiliated businesses, and other applicable Ajinomoto Group companies, and their respective directors, officers, employees, and agents, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Website; (b) your breach of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any Submission you provide.

14. Minors

This Website is intended primarily for business and professional audiences and is not directed to children. Information regarding our collection and processing of personal information is provided in our Privacy Policy. 

15. International Use; Export Controls and Sanctions

This Website may be accessed from countries and regions around the world. You are responsible for complying with laws applicable to your use of the Website. We make no representation that the Website or its content is appropriate, lawful, or available for use in any particular jurisdiction. 

You may not use, export, re-export, transfer, or otherwise make available Website content in violation of applicable export control, economic sanctions, or other trade laws and regulations, and you represent that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and that you are not a person with whom dealings are restricted under applicable trade laws. 

16. Suspension and Termination

We may restrict, suspend, or terminate your access to all or any portion of the Website at any time, with or without notice and without liability, including for suspected violation of these Terms. Provisions that by their nature should survive termination – including Sections 4, 5, 6, 7, 8, 11, 12, 13, 15, and 17 – shall survive.

17. Governing Law, Jurisdiction, and Dispute Resolution

These Terms, and any dispute or claim arising out of or in connection with them or the Website (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. You agree that any legal action or proceeding shall be brought exclusively in the courts located in Wilmington, Delaware, and you consent to the personal jurisdiction and venue of those courts.

Nothing in this section deprives a consumer of the protection afforded by mandatory provisions of the law of the country in which that consumer resides, where applicable.

18. Severability and Waiver

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by applicable law, and the affected provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or of our right to enforce it later. 

19. Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or transfer of assets.

20. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to specific Website features, constitute the entire agreement between you and Aji Bio-Pharma regarding your use of the Website and supersede all prior communications and understandings on that subject. For the avoidance of doubt, these Terms do not modify or supersede any written agreement between you (or your organization) and an Aji Bio-Pharma business governing the provision of services.

21. Modification of Terms

We reserve the right to make changes to this Website and these Terms from time to time to reflect changes to the Website, our business, applicable requirements, or our practices. The “Last Updated” date indicates when these Terms were most recently revised. Your continued use of the Website following the posting of updated Terms constitutes acceptance of the updated Terms to the extent permitted by applicable law. 

22. Contact Us

If you have questions regarding these Terms or this Website, please contact: 

Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND AJI BIO-PHARMA TO RESOLVE CERTAIN DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

1. Scope

For purposes of this Section, “Dispute” means any dispute, claim, action, cause of action, or demand of any kind arising out of or relating to these Terms, the Website, or your access to or use of the Website, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after the effective date of these Terms.

This Section does not apply to: (a) any individual claim brought in small claims court that remains within that court’s jurisdiction; (b) any claim in which either party seeks injunctive or other equitable relief in a court of competent jurisdiction to prevent the alleged unlawful use or infringement of intellectual property, confidential information, or trade secrets; (c) any dispute governed by a separate written agreement between you (or your organization) and an Ajinomoto Group company that contains its own dispute-resolution provisions, which will control as to that agreement’s subject matter; or (d) any claim to the extent this Section is unenforceable under applicable law.

2. Informal Resolution

Before commencing arbitration, the party raising a Dispute must send the other party written notice describing the Dispute, the relief sought, and the amount at issue, and the parties will attempt in good faith to resolve the Dispute informally for sixty (60) days from receipt of that notice. Notice to Aji Bio-Pharma must be sent to the information above, and must include your name, address, email address, and a description of the Dispute. This informal-resolution process is a condition precedent to commencing arbitration, and the applicable limitations period is tolled while it proceeds.

3. Agreement to Arbitrate; Waiver of Jury Trial

If the Dispute is not resolved during the informal-resolution period, it shall be resolved exclusively by final and binding individual arbitration rather than in court. You and Aji Bio-Pharma each waive the right to a trial by jury and the right to have the Dispute heard by a judge. Rights that would be available in court, including discovery and appeal, may be limited or unavailable in arbitration.

4. Class Action and Representative Action Waiver

Arbitration shall be conducted solely on an individual basis. You and Aji Bio-Pharma each waive any right to bring, participate in, or recover through any class, collective, consolidated, mass, private attorney general, or other representative proceeding, whether in arbitration or in court. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding. If this paragraph is found unenforceable as to any claim or request for relief, that claim or request shall be severed and resolved in court under Section 9, while all remaining claims shall proceed in arbitration.

5. Arbitration Administration and Rules

The arbitration shall be administered by JAMS  under its then-current rules applicable to commercial disputes (the “Rules”), except as modified by this Section. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. If the designated administrator is unavailable or unwilling to administer the arbitration, the parties shall mutually select a substitute administrator; this agreement to arbitrate is not conditioned on the availability of any particular administrator.

6. Arbitrator, Seat, and Procedure

• A single arbitrator shall be appointed in accordance with the Rules. If the parties cannot agree on an arbitrator within thirty (30) days, the administrator shall appoint one.
• The seat and legal place of arbitration shall be Wilmington, Delaware, and the language of the arbitration shall be English.
• The arbitrator may order the arbitration to proceed by written submissions, videoconference, or telephone where consistent with the Rules.
• The arbitrator has exclusive authority to resolve any Dispute, including threshold questions of arbitrability, scope, and enforceability of this Section, except that a court shall decide the enforceability of Section 4 (Class Action and Representative Action Waiver).
• The arbitrator may award only the relief that would be available in an individual action in court, and only in favor of the individual party seeking relief.
• The arbitration and all related records shall be confidential, except as necessary to obtain court confirmation of an award or as required by law.
• Judgment on the award may be entered in any court of competent jurisdiction.

7. Fees and Costs

Filing, administrative, and arbitrator fees shall be allocated in accordance with the Rules. If you demonstrate that the costs of arbitration would be prohibitive compared with the costs of litigation, Aji Bio-Pharma will pay as much of the filing, administrative, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party shall bear its own attorneys’ fees except where an award of fees is authorized by applicable law or the Rules.

8. Time Limitation

Any Dispute must be commenced within one (1) year after the claim or cause of action arose, or it is permanently barred, except where a shorter period is inapplicable or a longer period is mandated by applicable law.

9. Claims Not Subject to Arbitration

Disputes excluded from arbitration under Section 1, and any claim severed under Section 4, shall be brought exclusively in the courts located in Wilmington, DE, and each party consents to the personal jurisdiction and venue of those courts.

10. Severability and Survival

If any portion of this Section (other than Section 4, which is governed by its own severability terms) is found invalid or unenforceable, that portion shall be limited or severed to the minimum extent necessary, and the remainder of this Section shall remain in full force and effect. This Section survives termination of these Terms and any termination of your access to the Website.

11. Non-U.S. Users

Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of the country in which that consumer is habitually resident, and this Section shall not apply to the extent it is unenforceable under the law applicable to such a consumer.