TERMS OF MEMBERSHIP

KOTOBUKIYA AMERICA INC. (hereinafter referred to as "Company") has established these TERMS OF MEMBERSHIP (hereinafter referred to as these "Terms") for this website (hereinafter referred to as the "Site"). Before you begin to use this Site to purchase products and services, you will need to complete the membership registration. Please carefully read the terms and conditions of these Terms below before registering as a Member. Persons who are under the legal age of applicable laws as of the date of registration may not register as a Member. By proceeding to register as a Member, you represent and warrant that you meet all eligibility requirements. Upon the completion of registration, you agree to be bound by these Terms, the Website Terms of Use, the Terms of Purchase of Products, and the Privacy Policy, all of which are fully incorporated into these Terms.

Article 1 General Provisions

These Terms constitute an agreement executed by and between the Member (as defined below) and 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 these Terms. "Member" means a user of the Site who meets the applicable eligibility requirements, who has agreed to these Terms, has applied for membership registration in accordance with the procedures prescribed by Company, and whose application for membership has been approved by Company. "Service" means certain functionalities available on the Site, including sales of products, provision of product information, membership privileges, and content provided by Company.

Article 2 Membership Registration

  1. A person interested in membership may apply for membership registration from the membership registration page of the Site in accordance with the method specified by Company. One (1) membership ID (hereinafter referred to as "Membership ID") may be obtained for each Member free of charge. Receipt of Company's email 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. 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 the membership cancelled due to any act in violation of these Terms, the Website Terms of Use, the Terms of Purchase of Products, the Privacy Policy, or for any other reason;
    ■ If false statements are included in the membership registration application;
    ■ If Company determines that the applicant has any interaction or involvement with any fraudulent, abusive, or otherwise illegal activity (including, without limitation, inclusion in or placement on a restricted parties list provided by any U.S. or foreign governmental entity or agency, which may be grounds for termination of your membership, at Company’s sole discretion, and you may be reported to appropriate law-enforcement agencies);
    ■ If Company determines that the applicant is under the legal age under applicable law; or
    ■ If Company otherwise determines that it is inappropriate to approve the membership registration application in its sole discretion.

Article 3 Use of the Service

The Member will use the Service and Company will provide the Service in accordance with these Terms, the Website Terms of Use, the Terms of Purchase of Products, the Privacy Policy, and other relevant rules and agreements separately established by Company. Membership eligibility is personal to the Member, and the Member may not sell, give, or otherwise transfer its membership eligibility to anyone else. If Company determines or suspects, in its sole discretion, that the Member has attempted to sell, give, or otherwise transfer its membership eligibility, Company may terminate the membership.

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

  1. 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 eligibility cancelled or suspended due to any act in violation of these Terms, the Website Terms of Use, the Terms of Purchase of Products, the Privacy Policy, or for any other reason;
    ■ If the Member whose use of the Service and/or membership eligibility has been suspended or cancelled, registers again for a new membership eligibility under a different name;
    ■ If the Member fails to make full and timely payment for obligations in accordance with the applicable agreed upon terms, such as payment of the fee for the Service, or fails to perform any obligation under these Terms, and such breach is not cured within a reasonable period of time despite Company’s demand to rectify such breach;
    ■ If the Member performs any act described in Article 5 (Prohibited Acts) of these Terms;
    ■ If the Member has not used the Service for one (1) year or more; and
    ■ If the Member otherwise violates these Terms, separate rules established by Company, or an agreement between the Member and 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 submit an inquiry form of the Site to appeal the suspension or cancellation if he/she believes it was done in error.

Article 5 Prohibited Acts

In using the Service, 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 fraudulent use of a credit card;
■ Any act misusing the Membership ID and password;
■ Any act obtaining two (2) or more Membership IDs by one (1) person;
■ Any act making unreasonable demands against others (including Company) beyond their legal liabilities;
■ Any act causing or likely to cause any harm, disadvantage or damage to other Members, any third party, or Company;
■ Any act infringing or likely to infringe any intellectual property rights of other Members, any third party or Company to the extent applicable to the Service;
■ Any act re-selling of products purchased on the Site or ordering products from the Site for the purpose of re-selling purchased products; 
■ Any act returning a product purchased on the Site or not receiving a delivered product purchased on the Site for the Member's convenience;
■ Any act (i) violating these Terms, or (ii) offending public order and morals, or violating laws and regulations, to the extent applicable to the Service, or any act judged by Company to carry such risk; and
■ Any other acts which are inappropriate based on Company's judgment.

Article 6 Management of the Membership ID and Password

  1. The Member will be responsible for the management and security of the Membership ID and password personally set by the Member. In addition, all activities conducted under the Membership ID and password will be deemed to be valid corresponding to that Membership ID and password, and all payments, etc., incurred thereby will be the responsibility of the Member. The Member agrees to: (a) immediately notify Company through Company’s inquiry form of any known or suspected unauthorized or fraudulent use of its Membership ID or password by a third party, any known or suspected compromise of the same, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of the Member’s ID or password, and (b) ensure that the Member exits from the Site at the end of each session.
  2. The Member will not permit access to, assign, rent, or disclose the Membership ID and password to any third party.
  3. The Member will be responsible for damage caused by inadequate management of the Membership ID and password resulting in an error in use thereof, or use thereof by a third party.

Article 7 Notification of Change

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

Article 8 Procedure to Withdraw from Membership

  1. In the event that the Member desires to withdraw from membership for any reason, the Member may withdraw by requesting withdrawal through an inquiry form. If there are undelivered products, the obligations of the Member under these Terms will survive until the shipment of such products by Company and the payment therefor by the Member are completed.
  2. After the completion of procedure for membership withdrawal, the Member’s personal information shall be deleted, subject to Company’s record retention policies and applicable law.
  3. In the event the Member withdraws from membership in accordance with the withdrawal procedure, the Member understands and agrees that the Member will stop receiving from Company communications including important notices such as recalls from the Site, except as required by law.
  4. Membership withdrawal shall not affect Company's right to assert any claim it may have against the Member under these Terms 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 rights holder, use any information provided through the Service outside the scope of limitations on copyright under the applicable laws.
  2. If any problem occurs as a result of 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 Company.

Article 10 Change, Suspension, Termination of the Service

  1. If Company deems it necessary or appropriate in its sole discretion, Company may change, suspend, or terminate all content of the Service, including the terms and conditions of rewards, by providing the Member with reasonable prior notice by means which Company deems appropriate such as announcing on the Site or notifying through SNS or emails.
  2. Even if Company makes any change set forth in the preceding Paragraph, Company will not bear any responsibility to the Member, except for reasons attributable to Company.
  3. If 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 Service has been suspended or terminated, all privileges will become invalid, and Company will not be obliged to make any payments or exchanges for such privileges.

Article 11 Other Disclaimers

  1. There may be cases where Company temporarily suspends or discontinues the provision of the Service under the circumstances indicated below or as described in the Website Terms of Use. Even if the Member cannot use all or part of the Service and has suffered any damage, 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 a legal requirement or force majeure such as natural disasters and power outages;
    ■ Company judges that the Service should be suspended due to any accident or difficulty at any company outsourced or used by Company, such as a payment agency company, shipping logistics company or information and communications company, which is not attributable to Company.
  2. 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 Company against any claim, damage, or harm asserted by any other Member or a third party arising from or related to the Member’s use of the Service.
  4. Unless explicitly agreed in writing, Company makes no guarantees with respect to the products provided through the Service, except where Company knows or should have known that the products provided are inconsistent with material information about the products provided through the Site.
  5. Company will not assume any responsibility to control or supervise any behavior of the Member.

Article 12 Scope of Damage

  1. EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF COMPANY, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES AND THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF COMPANY, COMPANY’S LIABILITY FOR THE SERVICE SHALL BE LIMITED TO THE AMOUNT EQUIVALENT TO THE PRICE OF THE TRANSACTION THAT CAUSED THE DAMAGE IN QUESTIONS WHICH MEMBER ACTUALLY PAID TO COMPANY. THE LIMITATIONS OF LIABILITY CONTAINED HEREIN ARE A MATERIAL PART OF COMPANY’S TERMS TO PROVIDE THIS SERVICE TO YOU.
  2. If the Member suffers damage due to reasons attributable to the Member (including Company's actions or omissions taken or occurred based on the Member's violation of these Terms), Company will not be held responsible for such damage.

Article 13 Contact Method

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

Article 14 Scope and Amendment of these Terms

  1. These Terms 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 Company and the Member for any specific aspect of the Service, such terms and conditions will prevail over these Terms, unless otherwise stated in such writing.
  2. Company may amend these Terms in a non-material manner without obtaining prior consent from the Member by informing the Member thereof in advance within a reasonable period. Such non-material amendment of these Terms will take effect when the amended Terms are posted on the Site. Regarding the use of the Service after such non-material amendment of these Terms, such non-materially amended Terms will apply. However, Company will not make material change to these Terms without the consent of affected Members.

Article 15 Severability

If any provision of these Terms or any part thereof is deemed invalid or unenforceable, the remaining provisions of these Terms and the remaining portion of the provision found to be invalid or unenforceable will continue to be fully effective.

Article 16 ARBITRATION AND WAIVER OF CLASS ACTION 

  1. EXCEPT AS THE SETERMS OTHERWISE PROVIDE, THE MEMBER AGREES THAT ALL DISPUTES, CONTROVERSIES OR CLAIM BETWEEN THE MEMBER AND COMPANY, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PRINCIPALS, SUCCESSORS, ASSIGNS, SUBSIDIARIES OR AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS (”DISPUTE”) SHALL BE SETTLED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. THE MEMBER AGREES TO WAIVE ITS RIGHT TO BRING OR PARTICPIATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.
  2. Any arbitration will be held before a single neutral arbitrator and will be governed by the [Consumer Arbitration Rules and the Consumer Due Process Protocol] (collectively, "AAA Rules") of the American Arbitration Association ("AAA"). All Disputes shall be governed by the laws of the State of California, without regard to principles of conflict of laws.
  3. ALL DISPUTES, CONTROVERSIES OR DIFFERENCES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS SHALL BE FINALLY SETTLED BY BINDING INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE JAPAN COMMERCIAL ARBITRATION ASSOCIATION. THE PLACE OF THE ARBITRATION SHALL BE TOKYO, JAPAN. THE ARBITRAL PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. BY AUTHORIZING A PURCHASE OF PRODUCTS, THE MEMBER CONSENTS TO SUCH ARBITRATION.
  4. IF FOR ANY REASON A DISPUTE OR CLAIM MAY PROCEED IN COURT RATHER THAN IN ARBITRATION, EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLES 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 THE SERVICE OR THESE TERMS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), UNLESS SUCH WAIVERS ARE UNENFORCEABLE.
  5. Except as the Terms otherwise provide, the Member waives the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. The Member also agrees that it may only resolve Disputes with Company on an individual basis and may not assert a claim as a plaintiff or a class member in a class action, class-wide arbitration, consolidated or representative action and expressly waive its right to file a class action or seek relief on a class basis.
  6. Please read carefully Article 11 (ARBITRATION AND WAIVER OF CLASS ACTION) of the Website Terms of Use for more details.

Article 17 Language

In the event that these Terms are translated into languages other than English, the English-language version will prevail.

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