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MEMBERSHIP AGREEMENT

BANDAI SPIRITS CO., LTD. (hereinafter referred to as the "Company") has established this Membership Agreement (hereinafter referred to as this "Agreement") for PREMIUM BANDAI (defined in below). In order to register as a member, it is necessary to carefully read and agree to the terms and conditions described below. People under the age of 18 as of the date of registration may not register as members. By proceeding to register as a member, you represent and warrant that you meet all eligibility requirements. Before you begin to use this service, you will need to complete the Membership Registration. Please carefully read the terms and conditions of the membership agreement for the PREMIUM BANDAI membership below before registering as a member. Upon the completion of the Membership Registration, you agree to be bound by the Company's Membership Agreement, Purchase Policy, Terms of Use, and Privacy Policy which are fully incorporated into this Agreement.

Article 1 General Provisions

This Agreement is executed by and between the "Member" (as defined below) and the Company in connection with use of the Service (as defined below). The Member may use the Service only if the Member agrees to each provision of this Agreement.
"Member" means the person who has agreed to this Agreement and has applied for membership registration in accordance with the procedures prescribed by the Company, and whose application for membership has been approved by the Company.
"Service" means the services in general provided on "PREMIUM BANDAI", the shopping portal site operated by the Company, including sales of products, providing product information, membership privileges, and content provided by the Company, BANDAI SPIRITS CO., LTD (Japan), BANDAI CO.,LTD (Japan), BANDAI NAMCO ASIA CO., LTD (HONG KONG S.A.R), and BANDAI NAMCO TAIWAN CO., LTD (Taiwan) ("BANDAI NAMCO Group") and Bandai Namco Toys & Collectibles America Inc. (USA). The Company does not sell products to customers who reside in Mainland China.

Article 2 Membership Registration

  1. A person interested in membership may apply for membership registration from the membership registration page of PREMIUM BANDAI in accordance with the method separately specified by the Company. One (1) member ID (hereinafter referred to as "Member ID") may be obtained for each person free of charge. Receipt of the Company's e-mail indicating completion of the membership registration process is the only confirmation that membership registration has been approved. It may take some time to complete the membership registration.
  2. The Company may refuse or cancel the approval of membership registration for any of the following reasons:
    • If it is found that the applicant has previously had membership cancelled due to any act in violation of this Agreement or for any other reason;
    • If false statements are included in the membership registration application;
    • If the Company judges that the applicant has any interaction or involvement with any fraudulent, abusive, or otherwise illegal activity (including without limitation, inclusion or placement on any denied parties, specially designated nationals, blocked persons, or restricted parties list provided by any U.S. or foreign governmental entity or agency) may be grounds for termination of your membership, at our sole discretion, and you may be reported to appropriate law-enforcement agencies;
    • If the Company determines that the applicant is under the age of 18
    • If the Company otherwise judges that it is inappropriate to approve the membership registration application in its sole discretion.

Article 3 Use of Service

The Member will use the Service and the Company will provide the Service in accordance with this Agreement and other relevant rules and agreements, including but not limited to the Website Terms of Use and the Privacy Policy, separately established by the Company. Your membership is personal to you, and you may not sell, give, or otherwise transfer your membership to anyone else. If we determine or suspect, in our sole discretion, that you have attempted to sell, give, or otherwise transfer your membership, we may, among other things, terminate your membership.

Article 4 Suspension of Use of Service and Cancellation of Membership Registration

  1. The Company may suspend use of the Service and/or cancel membership registration without notifying the Member thereof in advance for any of the following reasons:
    • If it is found that the Member has previously had membership cancelled or suspended due to any act in violation of this Agreement or for any other reason;
    • If the Member whose use of Service and/or membership has been suspended or cancelled, registers again for a new membership under a different name;
    • If the Member fails to make prompt payment for obligations, such as payment of the fee for the Service, or fails to perform any obligation under this Agreement;
    • If the Member performs any act described in Article 5 (Prohibited Acts) of this Agreement;
    • If the Member has not used the Service for one (1) year or more; and
    • If the Member otherwise violates this Agreement, a separate rule established by the Company or an agreement between the Member and the Company.
  2. If the membership registration is canceled pursuant to the preceding paragraph, the Member may not thereafter use the Service. However, the Member may contact the PREMIUM BANDAI customer support to appeal the suspension or cancellation if you believe it was done in error.

Article 5 Prohibited Acts

The Member agrees to refrain from any of the following acts:

    • Any act of entering false information relating to any registration when using the Service;
    • Any act preventing the operation of the Service or likely to otherwise interfere with the Service;
    • Any act utilizing the Service by fraudulently using a credit card;
    • Any act misusing the Member ID and password;
    • Any act making unjustified demands beyond legal liabilities;
    • Any act causing or likely to cause any harm, disadvantage or damage to other Members, any third party, or the Company;
    • Any act infringing or likely to infringe any intellectual property rights such as copyright, privacy or any other rights of other Members, any third party, or the Company;
    • Pre-selling (defined below) a PREMIUM BANDAI online exclusive item (i.e. an item that Companyl sells exclusively online), including items that may be obtained with or without Company's permission, is expressly prohibited. "Pre-selling" means listing or advertising (either directly or through a third party) a Company online exclusive item prior to the date that Company delivers the product to you.
    • Any act violating this Agreement, offending public order and morals, or violating laws and regulations, or any act judged by the Company to carry such risk; and
    • Any other acts which are inappropriate according to the Company's judgment.

Article 6 Management of Member ID and Password

  1. The Member will be responsible for the management of the Member ID and password personally set by the Member. In addition, all activity conducted under the Member ID and password will be deemed to be valid corresponding to that Member ID and password, and all payments, etc., incurred thereby will be the responsibility of the Member. You agree to: (a) immediately notify us on our Contact Page of any known or suspected unauthorized use of your Membership ID, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username or password, and (b) ensure that you exit from PREMIUM BANDAI at the end of each session.
  2. The Member will not assign, rent or disclose the Member ID and password to any third party.
  3. The Member will be responsible for damage caused by inadequate management of the Member ID and password resulting in an error in use thereof, or use thereof by a third party.
  4. In the event that the Member has knowledge that the Member ID or password are being or have been fraudulently used by a third party or otherwise compromised, the Member will immediately inform the Company thereof.

Article 7 Notification of Change

In the event that there is any change in the address, name, telephone number, and other identifying information provided by the Member to the Company, the Member will promptly notify the Company thereof in accordance with a method separately designated by the Company.

Article 8 Withdrawal

  1. In the event that the Member desires to withdraw from membership for any reason, the Member may withdraw from the membership at any time in accordance with a method separately designated by the Company on PREMIUM BANDAI. If there are undelivered goods, the obligations of the Member under this Agreement will survive until the shipment of such goods by the Company and the payment therefor by the Member are completed.
  2. At the same time as the membership withdrawal, the personal information is deleted; however, the following information will be retained for ten (10) years after the withdrawal in view of the possibility of giving important notice such as recall.
    • - Name
    • - Email address
    • - Goods purchased
    • - Quantity
  3. Membership withdrawal shall not affect the Company's right to assert any claim it may have against the Member under this Agreement or otherwise, including without limitation any claim for fraud or breach of contract, regardless of whether the basis of such claim is discovered before or after the membership withdrawal process is completed.

Article 9 Rights

  1. The Member may not, without obtaining permission from the right holder, use any information provided through the Service outside the scope of limitations on copyright.
  2. In the event that any problem occurs in violation of the provisions of this Article, the Member agrees to resolve such problem at the Member's own expense, and in a manner that will not cause any harm or damage to the Company.

Article 10 Change, Suspension, Termination of Service

  1. In the event that the Company deems it necessary or appropriate in its sole discretion, the Company may change, suspend, or terminate all content of the Service, including the terms and conditions of privilege awards, by providing the Member with reasonable prior notice.
  2. Even if the Company makes any change set forth in the preceding paragraph, the Company will not bear any responsibility to the Member.
  3. Notwithstanding the Company's right to suspend or terminate the Service as set forth herein, if the Company makes a change as set forth in Paragraph 1 of this Article, such change will not affect sales contracts concluded prior to the change using the Service or the use of privileges already in place.
  4. If the Company deems it necessary or appropriate in its sole discretion, the Company may terminate the Service at any time by announcing it on PREMIUM BANDAI.
  5. In the event that the Service has been terminated, all privileges will become invalid, and the Company will not be obliged to make any payments or exchanges for such privileges.

Article 11 Other Disclaimers

  1. There may be cases where the Company temporarily suspends, discontinues or aborts the provision of the Service under the circumstances indicated below. Even if the Member cannot use all or part of the Service and has suffered any damage, the Company shall have no responsibility for any such damage.
    • It is necessary to urgently perform fault recovery or maintenance of the Service;
    • It becomes impossible to operate the Service due to force majeure such as natural disasters and power outages;
    • The Company judges that the Service should be suspended due to any accident or difficulty at any company outsourced and used by the Company, such as a payment agency company, shipping logistics company or information and communications company.
  2. The Company will be discharged from any liability arising in connection with the Service to the extent such liability arose due to any act or omission by the Member, including the Member's failure to correctly register his or her own information.
  3. The Member shall indemnify and hold harmless the Company against any claim, damage, or harm asserted by any other Member or a third party by using the Service.
  4. Unless explicitly agreed to in writing, the Company makes no guarantees with respect to the goods provided through the Service, except where the Company knows or should have known that the goods provided are inconsistent with material information about the goods provided by PREMIUM BANDAI.
  5. The Company will not assume any responsibility to control any behavior of the Member.
  6. [This article is applied in China only.]
    The Company will not assume any responsibility to control any behavior of the on-line shopping malls whose links are shown on PREMIUM BANDAI. Member are recommended to carefully review the privacy policies, terms of use, sales agreements and other related legal documents of those on-line shopping malls before entering into any contractual relationships with them.

Article 12 Scope of Damage

  1. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE'VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) ANY USE OR INABILITY TO USE THE SERVICE INCLUDING, WITHOUT LIMITATION, SERVICE DISRUPTION ARISING FROM TECHNICAL OR ANY OTHER CAUSE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT ON THE SERVICES OF ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MODERATOR WHO IS NOT EMPLOYED BY COMPANY); OR (E) ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY RESOURCES, THIRD PARTY MATERIALS, OR THIRD PARTIES. IF WE ARE ADJUDGED TO BE LIABLE BY A COURT OF COMPETENT JURISDICTION TO YOU FOR ANY REASON WHATSOEVER, YOU AGREE AND UNDERSTAND THAT YOU MAY NOT RECOVER DAMAGES IN EXCESS OF THE AMOUNT OF THE PURCAHSE PRICE PAID THAT YOU ACTUALLY PAID TO US DURING THE YEAR IN WHICH THE EVENT OCCURRED THAT GAVE RISE TO OUR LIABILITY. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE THIS SERVICE TO YOU. SOME JURISDICTIONS DON'T ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH IN ARTILCE 12 MAY NOT APPLY TO YOU.
  2. If the Member suffers damage due to reasons attributable to the Member (including the Company's actions or omissions taken or occurred based on any reason such as the Member's violation of this Agreement), the Company will not be held responsible for such damage.

Article 13 Contact Method

Contact from the Member to the Company will be accepted only if submitted using the inquiry method designated by the Company.

Article 14 Scope and Change of Agreement

  1. This Agreement will be applied to use of the Service by the Member; provided, however, that if there are other terms and conditions particularly agreed to in writing by the Company and the Member for any specific aspect of the Service, such terms and conditions will prevail over this Agreement, unless otherwise stated in such a writing.
  2. The Company may change this Agreement in a non-material manner without obtaining prior consent from the Member by informing the Member thereof in advance with a reasonable notice period. The amendment of this Agreement will take effect when the revised Agreement is posted on PREMIUM BANDAI. Regarding the use of the Service after the change of this Agreement, the revised Agreement will apply. However, the Company will never materially change this Agreement without the consent of affected Members.

Article 15 Severability

If any provision of this Agreement or any part thereof is deemed invalid or unenforceable by a court of competent jurisdiction applying applicable laws and regulations, the remaining provisions of this Agreement and the remaining portion of the provision found to be invalid or unenforceable will continue to be fully effective.

Article 16 Governing Law, Language, Jurisdiction

  1. THE SERVICE AND THIS AGREEMENT WILL BE INTERPRETED IN ACCORDANCE WITH JAPANESE LAW WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
  2. In the event that this Agreement is translated into languages other than English, the English-language version will prevail.
  3. IN THE EVENT THAT ANY DISPUTE ARISES IN CONNECTION WITH THE SERVICE, THE DISPUTE WILL BE SUBJECT TO THE EXCLUSIVE VENUE AND JURISDICTION OF THE TOKYO DISTRICT COURT. BY AUTHORIZING A PURCHASE OF GOODS, THE MEMBER CONSENTS TO SUCH COURT, VENUE AND JURISDICTION.

Article 17 Jury Trial and Class Action Waiver

  1. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
  2. EACH PARTY HERETO AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.