Bad News Club Member Agreement
1. ACCEPTANCE OF TERMS Bad News Club welcomes you. Bad News Club provides its service to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. In addition, when using particular Bad News Club owned or operated services, you and Bad News Club shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules (including but not limited to our Spam Policy) are hereby incorporated by reference into the TOS. Bad News Club may also offer other services that are governed by different Terms of Service. 2. DESCRIPTION OF SERVICE Bad News Club provides users with shopping services, product search services, and product information through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the "Service"). You also understand and agree that the Service may include certain communications from Bad News Club, such as service announcements, administrative messages and the Bad News Club Newsletter, and that these communications are considered part of Bad News Club membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Bad News Club properties, shall be subject to the TOS. In addition, you must provide and are responsible for all equipment necessary to access the Service. 3. YOUR REGISTRATION OBLIGATIONS In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Bad News Club has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Bad News Club has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Bad News Club is concerned about the safety and privacy of all its users. 4. Bad News Club PRIVACY POLICY Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.badnews.co.jp/main/en/public/cgi-bin/shop_info.cgi. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to Japan and/or other countries for storage, processing and use by Bad News Club and its affiliates. 5. MEMBER ACCOUNT, PASSWORD AND SECURITY You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Bad News Club of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Bad News Club cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5. 6. MEMBER CONDUCT You acknowledge, consent and agree that Bad News Club may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Bad News Club, its users and the public. You understand that the technical processing and transmission of the Service may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Bad News Club. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. 7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Japan or the country in which you reside. 8. NO RESALE OF SERVICE You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Bad News Club ID), use of the Service, or access to the Service. 9. GENERAL PRACTICES REGARDING USE You acknowledge that Bad News Club may establish general practices and limits concerning use of the Service. You acknowledge that Bad News Club reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Bad News Club reserves the right to modify these general practices and limits from time to time. 10. MODIFICATIONS TO SERVICE Bad News Club reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Bad News Club shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 11. TERMINATION You agree that Bad News Club may, under certain circumstances and without prior notice, immediately terminate your Bad News Club account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your Bad News Club account includes (a) removal of access to all offerings within the Service (b) deletion of your password and all related information (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in Bad News Club 's sole discretion and that Bad News Club shall not be liable to you or any third party for any termination of your account or access to the Service. 12. LINKS The Service may provide links to other World Wide Web sites or resources. Because Bad News Club has no control over such sites and resources, you acknowledge and agree that Bad News Club is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Bad News Club shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. 13. Bad News Club 'S PROPRIETARY RIGHTS You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Bad News Club or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Bad News Club grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Bad News Club for use in accessing the Service. 14. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Bad News Club AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Bad News Club AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Bad News Club OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. 15. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT Bad News Club AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Bad News Club HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) 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; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. 16. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 17. NO THIRD-PARTY BENEFICIARIES You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement. 18. NOTICE Bad News Club may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service. 19. TRADEMARK INFORMATION The Bad News Club, Bad News Club logo, Bad News Club (in Japanese syllabary), trademarks and service marks and other Bad News Club logos and product and service names are trademarks of Bad News Club (the " Bad News Club Marks"). Without Bad News Club’s prior permission, you agree not to display or use in any manner the Bad News Club Marks. 20. GENERAL INFORMATION Entire Agreement. The TOS constitutes the entire agreement between you and Bad News Club and governs your use of the Service, superseding any prior agreements between you and Bad News Club with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Bad News Club services, affiliate services, third-party content or third-party software. Choice of Law and Forum. The TOS and the relationship between you and Bad News Club shall be governed by the laws of Japan without regard to its conflict of law provisions. You and Bad News Club agree to submit to the personal and exclusive jurisdiction of the courts located within Tokyo. Waiver and Severability of Terms. The failure of Bad News Club to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. No Right of Survivorship and Non-Transferability. You agree that your Bad News Club account is non-transferable and any rights to your Bad News Club ID within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect. Article 1. AGREEMENT BAD NEWS CLUB shall grant certain privileges according to BAD NEWS CLUB POINT PROGRAM, "hereinafter referred to as POINT PROGRAM". In enrolling this program, BAD NEWS CLUB will not require either an admission fee or an annual due. The parties to this agreement may receive certain privileges by using BAD NEWS CLUB POINT "hereinafter called a point or points"; however, the specific right or duty will never be arisen between BAD NEWS CLUB and the parties hereto. BAD NEWS CLUB considers that all associate participants understand and agree with the terms in using points. Article 2. THOSE WHO CAN RECEIVE THE PRIVILEGES OF POINTS Those who are subscribed only can receive the privileges from points. The parties hereto who take advantage of points must renew the BAD NEWS CLUB membership (must be the same account as the one taken advantage of points) until receiving certain privileges. In case the parties hereto act contrary to the terms of the service, BAD NEWS CLUB shall place a ban on using the service and potentially stop using points according to POINT PROGRAM. Article 3. APPLYING POINTS PROGRAM 3.1 The then POINT PROGRAM will be applied in granting points. 3.2 The then POINT PROGRAM will be applied in taking advantage of the privileges. If BAD NEWS CLUB may admit that it is worth granting points (ex. In case the parties hereto purchase a relevant item or take advantage of a certain service assigned by BAD NEWS CLUB), BAD NEWS CLUB shall grant points as below: (a) 10 points per CD album purchase (b) 5 points per EP and goods purchase BAD NEWS CLUB shall set the following terms, and shall notify the parties hereto in advance. (a) Purchase which is worth granting points (b) The term of granting points (c) Percentage of points being granted in each deal (d) A ceiling of the granting points within a given period (e) Conditions of granting points (f) A method of notification BAD NEWS CLUB shall grant points to the parties hereto when the parties hereto have finished certain procedures of each relevant service or deal (In granting points, BAD NEWS CLUB shall require a given period). If BAD NEWS CLUB or the parties hereto cancel the relevant service or deal while the latter file for the relevant service or deal and is granted points, BAD NEWS CLUB shall not grant points. However the parties hereto may comply with the conditions of POINT PROGRAM, BAD NEWS CLUB shall not grant points in case it is not appropriate. In this case, the parties hereto shall obey the determination of BAD NEWS CLUB. Article 5. UTILIZATION OF POINTS The parties hereto may exchange points methods set by BAD NEWS CLUB with a certain privilege or service within the conditioned mentioned below: (a) 100 points could be exchanged into one item which price is below 3,000 Japanese yen. (b) 200 points could be exchanged into one item which price is above 3,000 Japanese yen. The parties hereto must apply for exchanging points with privileges on their own, and the third parties shall not apply for the deal instead of the parties hereto. BAD NEWS CLUB may confirm whether the parties hereto have an account of BAD NEWS CLUB or not when the parties hereto take advantage of the privileges. BAD NEWS CLUB may demand a payment of the amount of money which is equivalent to used points or restoration of the privileges if the parties hereto offend POINT PROGRAM. In that case, the parties hereto shall return the privileges or pay the appropriate amount of money to BAD NEWS CLUB immediately. Article 6. RESTORATION OF POINTS If the parties hereto used the POINT to exchange it to a product, BAD NEWS CLUB will not return the POINT to the parties hereto for any reason. Article 7. INQUIRY OF POINTS BAD NEWS CLUB shall record points granted to the parties hereto, points used by the parties hereto and the balance of points. The parties hereto may refer points, the used points and the balance of points by the specified method of BAD NEWS CLUB. Points which can be confirmed by the parties hereto is the one which is possible to use for the parties hereto. The parties hereto can contact with BAD NEWS CLUB in case there is objections about the balance of points. BAD NEWS CLUB shall give the final decision about points, and the parties hereto shall accept determinations. Article 8. PROHIBITIONS OF THE DELIVERY OF POINTS 8.1 The parties hereto shall not do or attempt to assign, lend or mortgage points to a third party. 8.2 The parties hereto shall use points according to POINT PROGRAM, and shall not let a third party use or attempt to use points. 8.3 Even though the parties hereto have plural BAD NEWS CLUB accounts, it is impossible to add up each points or use them at the same time. Article 9. CANCELLATION OF POINTS BAD NEWS CLUB shall cancel a part of or all the points of the parties hereto in following cases. (a) In case the parties hereto violate the terms of service or the other rules and guidelines stipulated by BAD NEWS CLUB; (b) In case the parties hereto transgress a low; (c) In case the parties hereto commit dishonesty which corresponds to cancel points. Article 10. CESSATION OF USING POINTS BAD NEWS CLUB shall stop granting points or offering the BAD NEWS CLUB POINT service to the parties hereto in following cases. (a) The cases when the parties hereto delay a payment of the relevant service or deal (b) In case the parties hereto violate the terms of service or the other rules and guidelines stipulated by BAD NEWS CLUB; Article 11. LAPSE OF POINTS The parties hereto promptly lapse points in following cases. (a) In case BAD NEWS CLUB delete a user account of the parties hereto according to the conditions of POINT PROGRAM or BAD NEWS CLUB; (b) In case the parties hereto deceased; In those cases, BAD NEWS CLUB will not be liable to the relevant parties hereto and the third party (including trading partners of the parties hereto). Article 12. The points cannot be exchanged into money for it only shows the ability of the parties may receive certain prerogatives from BAD NEWS CLUB by using points, as mentioned in Article 1. Article 13. INDEMNITIES BAD NEWS CLUB will not be liable to the parties for any failure or delay in the performance of any of its obligations under this agreement for the period and to the extent due to the occurrence of any event beyond the reasonable control of such party and affecting its performance including, without limitation, failure or delay caused by black out and trouble with the communication line, and natural disaster, nonfulfillment by the communication service, unfitness with the system because of internet infrastructure, server, etc., urgent maintenance, etc. Parties hereto shall indemnify and hold BAD NEWS CLUB harmless from and against any and all claims and disputes caused by the third party and will settle the claims and disputes between the parties concerned. BAD NEWS CLUB will not be liable and the points shall not be returned. Article 14. ALTERATION, SUSPENTION, CONCLUSION, ETC., OF PROGRAM BAD NEWS CLUB shall alter the point program stop, suspend, interrupt, and change the conditions of point system or points offered to the parties when BAD NEWS CLUB deemed and considered necessary without notice to the parties hereto. BAD NEWS CLUB shall not be liable for any and all reason.
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