MEMBERSHIP AGREEMENT

Article 1 (Application of Membership Terms)
These Membership Terms apply to all the matters related to Members’ use of TOKYODOLL.tv which is a service provided by TDK, Inc. (hereinafter referred to as the “Company”) to its Members (hereinafter referred to as the “Service”).

Article 2 (Definitions)
1. The term “Membership Terms” means an agreement pursuant to which individuals are provided by the Company with the Service.
2. The term “Members” means persons who enter into a member contract with the Company and persons whose use of the Service is approved by the Company pursuant to a concluded Membership Terms.
3. The term “Terms of Use, etc.” means the terms of use and various rules as established by the Company in connection with the use of the Service separately from this Membership Terms.
4. The term “Personal Information” means information about Members in cases where a specific Member can be identified by the name, e-mail address or other description included in said information (including information easy to check against other data, with the result that a specific Member can be identified).

Article 3 (Scope of Terms)
1. The Terms of Use, etc. shall constitute part of these Membership Terms irrespective of their title.
2. If any provision of the main clauses of these Membership Terms differs from that of the Terms of Use, etc., the provision of said Terms of Use, etc. shall prevail.
3. Notice to be given by the Company to Members as provided in Article 5 hereof shall constitute part of these Membership Terms.

Article 4 (Amendment to Terms)
1. The Company may modify and amend these Membership Terms at any time without obtaining consent from Members, and Members shall accept such modification and amendment.
2. The modification or amendment referred to in the preceding paragraph shall become effective when the modified or amended Membership Terms are posted on this site.

Article 5 (Notice from the Company)
The Company shall give notice concerning necessary matters to Members at any time by posting the notice on this site, sending an e-mail, or other manner that the Company deems appropriate.

Article 6 (Application for Member Contracts)
1. Persons who are desirous to use the Service shall apply to enter into a member contract in the manner designated by the Company.
2. Applicants for member contracts (including target persons for said member contracts; hereinafter referred to as Applicants) shall be considered by the Company to have accepted the terms and conditions of these or amended Membership Terms at the time when said Applicants have applied for a member contract.

Article 7 (Acceptance of Application)
The Company shall accept an application for membership after the Company conducts necessary examination and procedures.
A member contract shall be concluded when the Company accepts said application.

Article 8 (Non-acceptance of Application)
1. As a consequence of the examination, if an Applicant falls under any of the following items, the Company may not accept said Applicant’s application for a member contract:
(1) when the Company finds that the Applicant does not really exist or is liable not to really exist;
(2) when the Applicant receives a disposition of suspension of its ID, compulsory withdrawal or non-acceptance of application for a member contract owing to a breach of the Membership Terms at the time of application or has received such disposition in the past;
(3) when a falsehood, writing error or omission is included in the matters reported in making the application;
(4) when the Applicant fails to pay charges for the Service at the time of application or has failed to do so in the past;
(5) when the credit card reported by the Applicant as a means of payment in making the application is treated as invalid by the credit card company or when the payment service provider designated by the Company refuses to enter into an agreement with the Applicant; or
(6) when the Company otherwise finds the Applicant unsuitable for Membership.

Article 9 (Prohibition of Transfer)
Members may not transfer to a third party, buy or sell from or to a third party, establish pledge on or otherwise offer as security the right to be provided with the Service pursuant to these Membership Terms and may not change their names for such right.

Article 10 (Change of Customer Information)
1. In the case of change of the e-mail address, name, phone number or other data registered by a Member to the Company, said Member shall promptly change the data on its customer information page for itself.
2. The Company shall assume no liability for disadvantage arising to a Member which results from failure to change such data.

Article 11 (Withdrawal)
1. When a Member is to cancel their member contract, the Member shall give notice of cancellation in the manner designated by the Company.
In this respect, the Company will not refund any money such as charges which the Company has received.
2. The right to be provided with the Service from the Company pursuant to the Membership Terms shall be a right of personal nature.
3. In the case of the cancellation under this article, fees for the Service which have been charged at the time of cancellation shall be paid pursuant to the provision of Article 19 hereof.

Article 12 (Management of Member Authentication Information)
1. Each Member shall strictly manage their ID and password on their own responsibility.
2. Members may not let their ID or password be used by a third party and may not transfer or lend their ID or password.
3. If a Member forgets their ID or password, or has their ID or password known to a third party, or suspects that their ID or password is wrongfully used by a third party, the Member shall immediately give notice about it to the Company and shall follow the instructions given by the Company.
4. Even if disadvantage or a loss arises to a Member as a consequence of the Member’s failure to give notice referred to in the preceding paragraph, the Company shall assume no liability for such disadvantage or loss.
5. When the Service is used by using a Member’s registered ID and password, the Company shall deem that the Service is used by said Member, and even if such use is actually made by any third party instead of the Member, the effect of said use shall be attributed to the Member.
6. Even if a loss arises to a Member as a consequence of a third party’s use of the Service by using the Member’s ID and password, the Company shall assume no liability for such loss.

Article 13 (Self-responsibility Principle)
1. Each Member shall assume full responsibility for the use of the Service by the Member, and all the acts carried out by using the Service and the consequences thereof.
2. If a Member causes a loss to the Company or a third party which arises from the use of the Service by the Member or any act carried out by using the Service (including a case where the Company or a third party suffers a loss arising from the Member’s failure to perform any of the obligations under the Membership Terms), the Member shall compensate for such loss on their own responsibility and at their own expense.

Article 14 (Prohibited Matters)
Members shall comply with the prohibited matters referred to in Article 5 of the Terms of Use which are posted by the Company on its website.

Article 15 (Change of Content of Service)
1. The content, name and specifications of the Service shall be subject to change by the Company without prior notice to Members.
2. The Company shall assume no responsibility for the change referred to in the preceding paragraph.

Article 16 (Restriction on Using the Service)
1. Members shall accept that the Members may be restricted in such a way as they are unable to use a specific portion of the Service, depending on their route of applying for their member contract or their means of payment.
2. In addition, Members shall accept that the Company may set a limit on how much Members can spend in providing fee-charging portions of the Service.

Article 17 (Use of Individual Portions of the Service)
1. When any procedure such as registration has to be performed for using any individual portion of the Service, Members shall go through such procedure before using such portion.
2. Members shall comply with the Terms of Use, etc., in addition to these Membership Terms, in using individual portions of the Service.
3. Members may finish registration for using individual portions of the Service by going through the designated procedure.

Article 18 (Services of Other Companies)
1. The Company shall assume no responsibility for the services provided by other companies which are linked from the Company’s website.
2. Members shall accept that the provisions of Article 13 (Self-responsibility Principle) shall also apply to using the services provided by other companies.

Article 19 (Payment Method)
1. For using the Service, Members shall pay charge and other cost as set by the Company by the payment method designated by the Company.
2. Members shall make payment in accordance with the rules established by the Company and those established by credit card companies, electronic money service providers, and mobile operators, etc. (Payment Service Providers).
3. If a dispute arises between a Member and a Payment Service Provider, the Member shall settle said dispute on their own responsibility, and the Company shall assume no liability for the dispute.
4. When a fee is charged in making payment, Members shall bear such fees.

Article 20 (Restriction on Use)
1. If a Member falls under any of the following items, the Company may restrict said Member from using the Service without obtaining consent from the Member:
(1) when it is inferred from the state of using the Service or a complaint taken to the Company, etc. that the Member’s personal authentication information is used by a third party without permission;
(2) when contact cannot be made with the Member by telephone or e-mail, etc.;
(3) when the name of the Member differs from that for the Member’s credit card; or
(4) when the Company finds it urgently necessary to do so, in addition to the cases set forth in the items above.
2. Even if a loss arises to the Member owing to the Member’s being unable to use the Service as a consequence of the restriction imposed by the Company as mentioned in the preceding paragraph, the Company shall assume no liability for such loss.

Article 21 (Suspension)
1. In the case of occurrence of any of the events set forth in the following items, the Company may suspend the whole or any portion of the Service without giving prior notice to Members:
(1) when routine or urgent maintenance is carried out for equipment, etc. for the Service;
(2) when it becomes impossible to provide the Service owing to a fire or power failure, etc.;
(3) when it becomes impossible to provide the Service owing to a natural disaster such as an earthquake, eruption, flood or tsunami;
(4) when it becomes impossible to provide the Service owing to a war, disturbance, riot, uprising, or labor dispute, etc.;
(5) when the Company otherwise finds it necessary to suspend the Service for operational or technical reasons.
2. When the provision of the whole or any portion of the Service is delayed or suspended owing to any of the events referred to in the items of the preceding paragraph or other event, the Company shall assume no liability for losses arising to a Member or third party which are caused by such delay or suspension unless otherwise specifically provided in these Membership Terms.

Article 22 (Termination of Provision of Service)
1. The Company may terminate the provision of the whole or any portion of the Service after posting prior notice of termination on the Company’s website.
2. In the case of termination of the provision of the Service, the Company shall be exempted from responsibility for such termination by posting prior notice as mentioned in the preceding paragraph.

Article 23 (Dealing with Breaches of Membership Terms)
1. If a Member breaches or is liable to breach the Membership Terms, if a complaint or claim, etc. is taken to the Company in connection with the use of the Service by a Member and the Company finds it necessary to take any measure, or if the Company otherwise finds it necessary to take any measure for other reasons, the Company may take one or a few of the measures set forth in the following items:
(1) making a request to stop an act in breach of or being liable to be in breach of the Membership Terms and not to repeat acts similar to such act;
(2) making a request to delete information sent out or shown by the Member;
(3) deleting the whole or any portion of information sent out or shown by the Member or putting said information in a state of being inaccessible; or
(4) suspending the use of the Member’s ID or imposing a compulsory withdrawal disposition (which means the termination of the member contract with the Member; the same applies hereinafter) on the Member.
2. The provision of the preceding paragraph does not constitute a denial of the self-responsibility principle mentioned in Article 13 (Self-responsibility Principle).
3. Members hereby acknowledge that an obligation to take measures as provided in Paragraph 1 of this article shall not be imposed on the Company pursuant to the provision of said paragraph.
In addition, if the Company takes any of the measures referred to in the items of Paragraph 1 of this article, Members shall exempt the Company from responsibility for consequences arising from said measure.
4. Members hereby acknowledge that the measures referred to in Items (3) and (4) of Paragraph 1 of this article may be taken at the Company’s discretion without prior notice.

Article 24 (Termination by the Company)
1. In addition to the measure referred to in Item (4) of Paragraph 1 of the preceding article (Dealing with Breaches of Membership Terms), if a Member falls under any of the following items, without giving prior notice or advice to said Member, the Company may suspend the Member’s ID, terminate the member contract with the Member, or impose a compulsory withdrawal disposition on the Member:
(1) when it turns out that the Member falls under any of the items of Paragraph 1 of Article 8 (Non-acceptance of Application);
(2) when the Member is late in paying charge or other cost or refuses to pay such charge or cost;
(3) when the use of the credit card or payment account designated by the Member is suspended by a credit card company or other payment service provider or when a dispute arises between the Member and any payment service provider;
(4) when a petition is filed for bankruptcy against the Member or when ruling for commencement of guardianship, assistance in court or assistance of adult is made against the Member;
(5) when the Member does not grant a request made by the Company pursuant to Item (1) or (2) of Paragraph 1 of the preceding article (Dealing with Breaches of Membership Terms);
(6) when the Member makes a long telephone call, repeats similar inquiries excessively, or makes a not obligatory or unreasonable demand, and such conduct is a major obstacle to the Company’s business;
(7) when the Company has known the fact of the death of the Member or when the Company has heard the death of the Member from an heir of the Member and confirms said death through the procedure prescribed by the Company; or
(8) when the Company otherwise finds the Member unsuitable for Membership.
2. A Member on whom a compulsory withdrawal disposition is imposed pursuant to Item (4) of Paragraph 1 of the preceding article (Dealing with Breaches of Membership Terms) or the preceding paragraph shall forfeit the benefit of time and make a lump / full payment which the Member owes to the Company such as a payment charged at the time of disposition.
3. If a Member breaches Article 14 (Prohibited Matters) or falls under any of the items of Paragraph 1 of this article, when the Company suffers a loss, the Company may claim compensation from said Member (including Members whose member contracts are terminated) for such loss irrespective of suspension of using the Member’s ID or a compulsory withdrawal disposition.
4. If the Company takes any of the measures referred to in Paragraph 1 of this article, Members shall exempt the Company from responsibility for consequences arising from said measure.

Article 25 (Limitation of Liability)
1. If a Member falls into a state of being unable to use the Service at all (Unavailability) owing to a cause attributable to the Company (except the case referred to in any of the items of Paragraph 1 of Article 21 [Suspension]), the Company shall satisfy a claim for compensation for a loss actually arising to said Member with the limit of the price of the Service unavailable to the Member in the manner specified in the following paragraph only when the Unavailability continues for seven (7) days or more from the time when the Company learns the Member’s Unavailability, unless otherwise specifically provided in these Membership Terms.
However, for a loss arising from a cause not attributable to the Company such as a natural disaster or from special circumstances whether the Company has foreseen the circumstances or not, or for an indirect loss, including lost profits, the Company shall assume no liability to compensate such loss.
In addition, if a Member fails to claim compensation by the day on which one (1) month has elapsed from the day when the Member becomes entitled to claim compensation for damage, the Member shall lose the right to claim.
2. The Company shall satisfy a claim for compensation referred to in the preceding paragraph by granting the right to use the Service which is equivalent to the damages.
3. If Unavailability arises through intention or gross negligence on the part of the Company, the preceding two paragraphs shall not be applicable.

Article 26 (Exemption)
1. The Company shall assume no liability for a loss arising to a Member which is caused by the use of the Service (including a loss arising from a trouble between the Member and a third party) whether the Member complies with these Membership Terms or not.
2. In addition to what is provided in Paragraph 2 of Article 20 (Restriction on Use) and Paragraph 2 of Article 21 (Suspension), the Company shall assume no liability for a loss arising to a Member or third party owing to the Company’s being unable to provide the Service unless otherwise specifically provided in these Membership Terms.

Article 27 (Personal Information)
The Company shall handle Personal Information in a proper manner pursuant to the rule “About Protection of Personal Information” separately posted on the Company’s website.

Article 28 (Court of Agreed Exclusive Jurisdiction)
If there is need for a suit between a Member and the Company, the court of agreed exclusive jurisdiction shall be the Tokyo District Court for the first instance between the Member and the Company.

Article 29 (Governing Laws)
These Membership Terms shall be governed by the laws of Japan.

MEMBERSHIP AGREEMENT

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