THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE: PLEASE READ IT CAREFULLY. YOU AGREE (A) THAT DISPUTES BETWEEN YOU AND COMPANY (AS DEFINED BELOW) WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE PROCESS DESCRIBED IN ARTICLE 22(B); AND (B) YOU CANNOT FILE A LAWSUIT IN COURT AND WAIVE CERTAIN RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL AND TO BRING A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

IF YOU ARE HAVING ANY TROUBLE ACCESSING THESE TERMS OF USE, PLEASE CONTACT US AT EST (FROM 9:00 A.M. to 5:00 P.M.) OR VIA OUR CUSTOMER INQUIRIES PAGE (https://zenaim.com/en/pages/contact).

Last Updated: Nov. 11, 2024

These terms and conditions of use (hereinafter referred to as the “Terms of Use” or the “Agreement” as the case may be) are binding between you, a User of the Service, and TOKAI RIKA CO., LTD. (collectively, the “Company,” ”we” or “us” as the case may be) and governs your use of the ZENAIM Online Store and related websites (hereinafter referred to as the “Service”or “Services”).

PLEASE READ ALL OF THESE TERMS AND CONDITIONS BEFORE AGREEING TO THESE TERMS OF USE OR USING THE SERVICE. BY CLICKING “ACCEPT,” “I AGREE” OR A SIMILAR CHECKBOX OR BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY TERMS OF USE. IF YOU DO NOT ACCEPT TERMS OF USE, YOU ARE NOT PERMITTED TO USE THE SERVICE.

1. Scope of the Terms of Use

(A) These Terms of Use shall apply to the Company and you and all other Users (as defined in Article 3) with respect to the provision and use of the Service.

(B) The Company will notify you of any changes to these Terms of Use, the content of the revised Terms of Use, and the effective date of the changes by posting the revised Terms of Use on the Service. Your continued use of or access to the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

(C) The Company may provide you with access to third-party services and materials (collectively “Third Party Services”) through the Service over which the Company neither monitors nor has any control or input. You acknowledge and agree that the Company provides access to such Third Party Services “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. The Company shall have no liability whatsoever arising from or relating to your use of Third Party Services. Any use by you of Third Party Services offered through or adjacent to the Service is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such Third Party Services are provided by the relevant third-party provider(s). You further agree to be bound by any terms of use under which Third Party Services are provided by third parties. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third Party Services should be directed to the applicable third-party provider of such Third Party Services.

2. Use of the Service

You shall use the Service in accordance with Terms of Use and the Privacy Policy, Shopping Guide, Shipping Policy, Return/Refund Policy, Warranty Policy, and Software License Agreement. You represent and warrant that you have full power and authority to agree to Terms of Use.

3. User

“User” means you as a person who uses the Service, such as browsing the Service or purchasing Products and Services through the Service.

4. Creation, Management, etc. of ZENAIM Account

(A) Users are required to create a ZENAIM account in order to use the Service. Users may create a ZENAIM account free of charge. (However, the same User shall not unnecessarily create multiple ZENAIM accounts.)ZENAIM accounts may only be created for Users who have a U.S. address (however, if the user is under 16 years of age, the account shall not be created), and ZENAIM reserves the right to refuse applications for ZENAIM accounts from Users whom ZENAIM deems to be unsuitable based on past usage history and other factors. In addition, the Company may take measures such as suspending the use of a ZENAIM account, if it becomes known after the account is created that the user does not meet the prescribed conditions or that the user's past usage history, etc. is found to be inappropriate by the Company.

(B) In order to create a ZENAIM account, the User shall agree to Terms of Use and other conditions prescribed by the Company and submit true and accurate information in the registration process. If there is an error, inaccuracy or change in the User’s ZENAIM account information, the user shall promptly correct or change the User’s ZENAIM account information.The password can be changed on the Service. If you desire to change anything other than your password, please contact us using the Contact Us form.

(C) The Company will provide the Service to Users based on the information submitted by Users in registering their ZENAIM account. The Company shall not be liable for any damages incurred by the User due to falsehoods, errors, or omissions in said information.

(D) Users shall be responsible for managing their ZENAIM accounts. Users shall not allow any third party to use, lend, sell, or otherwise transfer the ZENAIM accounts. In addition, Users shall not access or use another person's ZENAIM account nor permit or encourage a third party to do so.

(E) In the event of any login using User’s credentials, User acknowledges and agrees that the Company may consider such login as originating from User. The User shall promptly notify us if he/she notices that his/her ZENAIM account is being used by someone other than the User due to theft, unauthorized use, or other circumstances. The Company shall not be liable for any liabilities or damages incurred by any User due to the use of that User’s ZENAIM account or login authentication information by a third party.

5. Suspension of the Service

The Company may suspend provision of the Service without prior notice to you in the event that any of the following items applies to you:

(A) if there is a delay in payment or other default in payment for the Service;

(B) in the event that a User commits an act prohibited under Article 6;

(C) if a User is found to be under 16 years of age; or

(D) any other violation of Terms of Use.

6. Prohibited Matters

You shall not engage in any of the following acts:

(A) actions that violate Terms of Use or any terms incorporated herein;

(B) acts that violate any applicable laws, regulations, or public order and morals;

(C) fraudulent or criminal acts or activities encouraging such acts;

(D) acts that interfere with the operation of the Service or may otherwise disrupt this service;

(E) acts of using this Service by fraudulently using a credit card or other payment method;

(F) using e-mail addresses and passwords fraudulently;

(G) entering false information;

(H) purchasing the Products through the Service for the purpose of resale, reselling, or any purposes other than personal use;

(I) transferring coupons distributed by the Company to a third party, whether gratuitous or paid;

(J) acts that cause or may cause annoyance, disadvantage, or damage to other Users of the Service, third parties, or the Company;

(K) acts that infringe on copyrights, trademarks, or other intellectual property rights (i) of third parties or (ii) embodied by or contained in this Service;

(L) acts that degrade, destroy or interfere with the functioning of the Service or the Company's software, servers or network;

(M) commercial use of data or information obtained from this Service;

(N) unauthorized access or attempt to gain unauthorized access to any aspect of the Service or the software, hardware or network infrastructure underpinning the Service;

(O) acts of collecting or accumulating personal information of other Users of the Service;

(P) act of providing benefits directly or indirectly to antisocial forces in relation to the Company's Products;

(Q) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine,” copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;

(R) upload, distribute, or otherwise publish through or in connection with the Service, any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may violate the rights of any party;

(S) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Service or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

(T) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service;

(U) cause or attempt to cause any third party to engage in the conduct restricted under this Article 6; and

(V) other acts that the Company deems inappropriate, in its sole discretion.

7. Intellectual Property Rights

The Service and its entire contents, features, and functionality (including but not limited to all information, software, texts, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Terms of Use permit you to use the Service for your personal, non-commercial use only. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Service. Any use of the Service not expressly permitted by Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

8. User Information

The Company collects user information through the Service. For more information, please see the Company’s Privacy Policy.

You acknowledge, represent and agree that any questions, comments, suggestions, ideas, feedback or other information you submit (“Feedback”) is submitted voluntarily and is not confidential or proprietary, and that your Feedback does not establish a relationship between you and the Company except as set forth in Terms of Use. You hereby grant the Company and the Company’s sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create

derivative works of your Feedback. You waive any right to compensation of any type for your Feedback. You represent and warrant that you either own all Feedback or otherwise have all the rights necessary to grant the rights to Feedback under Terms of Use and that the Company’s use of your Feedback does not and will not violate any law.

9. Purchases

(A) You may use the Service to purchase the Products.

(B) If you purchase the Products, you place an order for the Products in the manner designated by the Company.

(C) A purchase agreement for the Product becomes effective, when the Company sends you a notice of acceptance of your order set forth in Section (B) hereof.

(D) Ownership of any Products that you purchase through the Service shall be transferred to you when the Company delivers such the Products to the shipping company. If a shipment is lost due to the intentional or negligent fault of the shipping company before the Product arrives at the designated delivery address, the Company will assume responsibility for such loss.

10. Product Prices

Product prices are quoted in the currency of the country of sale and are exclusive of use taxes, customs or other import or export taxes and tariffs, value added taxes, consumption tax or any other amounts levied in lieu thereof based on charges for the Products (collectively, “Taxes”). All Taxes on the Products are your responsibility.

11. Shipping

Shipping costs related to the Product delivery are your responsibility. For more information, see the Company’s Shopping Guide and Shipping Policy, which are hereby incorporated by reference.

Delivery of the Products shall be made through a shipping company designated by the Company. Neither the Company nor the shipping company shall unpack the Products or collect the packing materials at the time of delivery.

12. Payment Method

Payment for the Products purchased on the Service and shipping charges shall be made by the method selected on the payment page. Please read carefully the Shopping Guide with respect to payment methods before you place your order. You may pay by credit, debit, or check card (each a “Payment Card”). When you provide the Company with your Payment Card information, the Company will

obtain a pre-approval from the Payment Card company for the amount of the order, which may result in a corresponding block on your available credit while the pre-approval remains in place. The Company may bill or process a transaction on your Payment Card immediately when you place an order. The Company accepts major Payment Card brands. You represent and warrant that you have the right and are authorized to use the Payment Card you present to purchase Services, and that the billing and related information you provide is accurate and truthful. If for any reason you have not authorized charges to be made to your Payment Card, or your Payment Card issuer does not pay the Company for charges, the Company reserves the right to reject your order.

13. Cancellation of Contract and Other Necessary Actions

(A). In the event of any of the following events, the Company may cancel your order for the Products, even after the Company has accepted it:

 (i) if you violate Terms of Use;

 (ii) if your Payment Card company notifies the Company that you have defaulted your Payment Card account;

 (iii) if the Company reasonably suspects that your ability to pay for the Product is in jeopardy;

 (iv) when the Product is out of stock;

 (v) when delivery of the Product cannot be made because the delivery address is unknown or a User is absent; or

 (vi) The Company reasonably suspects that a user is under 16 years of age.

(B) If it becomes necessary to ensure the security of a User or other users of the Service, the Company, or a third party, may block access to the Service, suspend or discontinue provision of all or part of the Service, register an ID (e-mail address) and password, cancel membership registration, or take any other appropriate action.

14. Returns

For details regarding exchanges and refunds, please refer to the Company’s Return Policy.

15. Information Management

(A). Portions of the Service may permit you to post Feedback, including comments or reviews (each a “Submission”). The Company may, in its sole discretion, delete such Submissions from the Service without notice to you in the Company’s sole discretion, if it falls any of the following items:

 (ⅰ) if such Submission infringes the copyright or other rights of the Company or a third party, or is deemed by the Company to be defamatory or libelous to the Company or a third party;

 (ⅱ) if the Company receives an allegation from a third party that the Submission infringes on the copyright or other rights of a third party;

 (ⅲ) when the Submission is in violation of applicable laws and regulations;

 (ⅳ) when the Company receives an order from a government agency or other public institution to delete the Submission; or

 (ⅴ) in any other case deemed inappropriate for the operation of this service.

(B) When the Company deems your Submission falls in any of cases set forth in the above Section hereof, the Company may deny your access to the Service or any part thereof without prior notice to you.

16. Suspension of the Service

In order to keep the Service in a good working condition, the Company may suspend or otherwise temporarily disable all or part of the Service without prior notice to a User in any of the following cases:

 (A). when necessary for routine or emergency maintenance of the Service;

 (B). when Service operation is inhibited by fire, power outage, sabotage by a third party, or any other circumstance beyond the Company’s reasonable control; or

 (C). in any other cases where the Company deems it necessary to suspend the Service.

17. Modification or Discontinuance of this Service

The Company may, at its discretion, change or discontinue the Service, in whole or in part, at any time without prior notice. The Company shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.

18. Disclaimer of Warranties

(A). In cases where the Company is obligated to notify a User, the Company shall be deemed to have fulfilled its obligation by sending notification to the e-mail address provided in advance by the User. In cases where the Company delivers the Product purchased by a User, the Company shall be deemed to have fulfilled its obligation by delivering the Product to the address provided by the User at the time of purchase.

(B). Regardless of the legal cause of claim, the Company shall not be liable for any damages, liabilities, costs or other losses incurred by a User due to reasons not attributable to the Company in connection with the use of the Service.

(C). Notwithstanding anything to the contrary in Terms of Use, the Company shall not be liable for any damages arising from a User's inability to use the Service.

(D). In the event that a User causes damage to a third party through the use of the Service, the User shall settle the matter at the User's own responsibility and expense, and shall not cause any trouble to the Company, except in cases where the damage is caused by the reason attributable to the Company.

(E). Users shall bear their own costs related to the installation of computer equipment and telecommunications equipment necessary for the use of the Service, as well as telephone charges, LAN and other usage and application fees required for the use of the Service.

(F). The Company does not guarantee, represent or warrant that your use of the Services will be uninterrupted, timely, secure or error-free.

(G). The Company does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

(H). The Company does not warrant that the quality of any Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Services will be corrected. The Products are subject to a separate limited warranty which is available at the Warranty Policy.

(I). EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS OF USE, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT AND ACCURACY. THE COMPANY DOES NOT WARRANT THAT OPERATION OF THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL IN EVERY CASE PERFORM AS DESCRIBED ON THE SERVICE. Subject to the foregoing, you expressly agree that your use of, or inability to use, the Products and Services is at your sole risk.

(J). In the event that any of the various services provided by the Service links to other sites, or third parties provide links to other sites, the Company shall not be liable for any sites other than the Service. In this case, we are not responsible for the contents, advertisements, the Products, services etc. that are included in or made available on such sites. We are also not responsible for any damages caused by or in connection with such content, advertisements, products, services, etc.

19. Limitation of Liability

THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE, OR INABILITY TO USE, THE PRODUCTS OR THE SERVICE, INCLUDING ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, PRODUCTS LIABILITY OR OTHERWISE, EVEN IF THE COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS, THE PRODUCTS AND SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE FOR THE PRODUCTS PAID BY YOU TO THE COMPANY OR ITS AFFILIATES. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND OF THE COMPANY’S SUPPLIERS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGRREMENT, THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE LIMITATIONS OF LIABILITY DESCRIBED IN THIS ARTICLE 19 DO NOT APPLY TO DAMAGES CAUSED BY THE COMPANY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENGE.

20. Indemnity

You agree to indemnify, defend and hold harmless the Company and its affiliates, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers and employees, from and against any claim or demand (including reasonable attorneys’ fees) arising out of or related to (i) your use of the Service, any breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party; or (ii) any Products purchased through the Service, including, without limitation, for any causes of action arising from your misuse of the Products.

21. Miscellaneous

(A). In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

(B). Occasionally there may be information in the Services that contains typographical errors, inaccuracies or omissions that may relate to the Product descriptions, pricing, promotions, offers, the Product shipping charges, transit times and availability. The Company reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services is inaccurate at any time without prior notice (including after you have submitted your order). The Company undertakes no obligation to update, amend or clarify information in the Services, including without limitation, pricing information, except as required by law.

(C). Except for monetary obligations hereunder, neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

(D). The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Terms of Use for all purposes. These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying the Company via the Contact Us form that you no longer desire to use the Services, provided you cease using the Services. In such case, we will notify you from the ZENAIM support Desk (support_us@zenaim.com) that we have stopped using your personal information. If in the Company’s sole judgment you fail, or the Company suspects that you have failed, to comply with any term or provision of these Terms of Use, the Company also may terminate this Terms of Use at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and may deny your access to the Services (or any part thereof) accordingly.

(E). Any rights or obligations hereunder may not be transferred or assigned by you without the Company’s prior written consent. The Company may freely assign and delegate any of its rights or obligations hereunder.

(F). The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by the Company on the Services constitutes the entire agreement and understanding between you and the Company and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and the Company (including, but not limited to, any prior versions of these Terms of Use). Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

22. Governing Law and Jurisdiction

(A). Terms of Use shall be governed by and construed in accordance with the laws of Japan. Terms of Use shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(B). Any controversy or claim arising out of or relating to this Product or Terms of Use, including any breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Tokyo, Japan. The arbitration shall be held, and the award rendered, in Japanese. You acknowledge and agree that you are waiving the right to file a lawsuit in court and other rights, including the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.