Last Updated: January 20, 2017
THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH US, AND LIMITS OUR LIABILITY AND THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The Website is owned and operated by Morinaga Nutritional Foods, Inc., a California corporation (“Morinaga,” “we” or “us”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Morinaga for products, services or otherwise. If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify you and Morinaga for violations of these Terms.
We reserve the right to change or modify these Terms, or any policy or guideline of the Website, at any time and in our sole discretion. If we make changes or modifications to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice through the Website or updating the “Last Updated” date at the top of these Terms. Your continued use of the Website following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review these Terms and applicable policies to understand the terms and conditions that apply to your use of the Website. If you do not agree to the amended Terms, you must stop using the Website.
If you have any questions regarding the Website, please contact us using the form on our Contact Us web page, or by writing to or calling us using the mailing address or telephone number on that web page.
Morinaga is based in the United States and the information we collect is governed by U.S. law. By accessing or using the Website or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S. and other countries.
The Website is not targeted towards, nor intended for use by, anyone under the age of 13. If you are under the age of 18, or age of legal majority under applicable law, you may only use the Website under the supervision of a parent or legal guardian who agrees to be bound by these Terms. By using the Website, you represent and warrant that (a) you have not been previously suspended or removed from the Website and (b) you have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party.
Registration and Account
In order to access certain areas and features of some of our Website, you will need to register for a customer account. You agree to (a) provide accurate, truthful, current and complete information when creating an account; (b) maintain and promptly update your account information; (c) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer or mobile device; (d) promptly notify us if you discover or otherwise suspect any security breaches related to the Website; and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.
Terms of Sale
The following additional terms of sale apply to any product purchases you make through the Website:
- For each purchase, you authorize Morinaga, or its designated payment processor, to charge your specified credit card, debit card or other payment method in the amount of your purchase. You agree to pay the total amount according to the applicable card issuer agreement.
- If you have registered for a customer account on the Website, after placing an order, you may attempt to cancel the order on the Website from within your account. However, if the order is already being prepared for shipment, you will not have the option to cancel the order. Please note that many orders are processed for shipment on the same business day, and therefore may not be cancelled even shortly after placing an order.
- At any time before shipment, an order may be cancelled by Morinaga in its sole discretion. If Morinaga cancels an order, any amounts paid for such cancelled order will be refunded.
- Morinaga is not responsible for pricing, typographical, or other errors.
- All amounts displayed and charged will be in United States dollars, unless some other currency is indicated in the payment process. Currency exchange settlements are based on your agreement with your credit card or other payment method provider.
- Displayed product prices do not include charges for shipping and handling or sales taxes.
- Where applicable, sales or other applicable tax will be charged for orders shipped to states in which Morinaga is required to collect and report such taxes. You are responsible for any taxes that you are obligated to pay or that we may collect from you in connection with your purchase. If you do not pay such sales or other tax on a transaction, you will be responsible for such taxes if that they are determined to be payable on such sale, and we reserve the right to collect such taxes from you at any time.
- All sales are subject to the terms of our Return and Refund Policy applicable at the time of purchase.
- Additional terms and conditions may apply to purchases. If there are any such additional terms and conditions, they will be presented to you on the Website before your purchase.
Copyright and Limited License
Unless otherwise indicated, the Website and all content and other materials on the Website, including, without limitation, the Morinaga logo, and all designs, text, graphics, pictures, videos, information, data, software, sound files and other files, and the selection and arrangement thereof (collectively, the “Morinaga Materials”) are the proprietary property of Morinaga or our licensors or users and are protected by U.S. and international copyright laws.
You are granted a limited, non-exclusive and non-sublicensable license to access and use the Website and Morinaga Materials; however, such license is subject to these Terms and does not include: (a) any resale or commercial use of the Website or the Morinaga Materials; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Morinaga Materials; (d) modifying or otherwise making any derivative uses of the Website and the Morinaga Materials, or any portion thereof, unless modification or derivative use is specifically provided for under separate terms; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Website, the Morinaga Materials or any information contained therein, except as expressly permitted on the Website; or (g) any use of the Website or the Morinaga Materials other than for their intended purposes. Any use of the Website or the Morinaga Materials other than as specifically authorized herein, without the prior written permission of Morinaga, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes.
“Morinaga,” “Mori-Nu,” the “Morinaga” and “Mori-Nu” logos, and any other Morinaga product or service names or slogans are trademarks of Morinaga, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Morinaga or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Morinaga,” “Mori-Nu” or any other name, trademark or product or service name of Morinaga without our prior written permission. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Morinaga and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Hyperlinks and Third Party Websites
You are granted a limited, non-exclusive right to create a text hyperlink to the Website for noncommercial purposes, provided such link does not portray Morinaga or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Morinaga logo or other proprietary graphic of Morinaga to link to the Website without the express written permission of Morinaga. Further, you may not use, frame or utilize framing techniques to enclose any Morinaga trademark, logo or other proprietary information, including the images found on the Website, the content of any text or the layout/design of any page or form contained on a page of the Website without Morinaga’s express written consent.
Morinaga makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible via hyperlink or websites linking to the Website. Such sites are not under the control of Morinaga and Morinaga is not responsible for any embedded content or the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Morinaga and our users may provide these links as a convenience to you, but the inclusion of any link does not imply affiliation, endorsement or adoption by Morinaga of any site or any information contained therein. When you leave the Website, you should be aware that our terms and policies no longer govern, and the policies of those third party sites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
No Implied License to You
Except for the rights expressly granted to you in these Terms, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of Morinaga or any third party.
You hereby grant to Morinaga a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use any questions, comments, feedback, suggestions, recommendations, ideas or other information regarding Morinaga or the Website provided by you to Morinaga (“Feedback”), in any manner and for any purposes whatsoever without compensation of any kind. The foregoing license will survive the termination of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY MORINAGA, THE WEBSITE AND MORINAGA MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MORINAGA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. MORINAGA DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MORINAGA MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE MORINAGA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE WEBSITE SAFE, MORINAGA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT HARMFUL COMPONENTS FROM ANY DOWNLOAD.
You agree to indemnify and, at our option, defend Morinaga, our independent contractors, service providers and consultants, and the directors, officers, employees and agents of each of the foregoing (collectively, the “Morinaga Entities”), from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Website; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) your conduct in connection with the Website.
Limitation of Liability
IN NO EVENT SHALL ANY MORINAGA ENTITY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FROM LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITE OR THE MORINAGA MATERIALS, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MORINAGA’S RECORDS, PROGRAMS OR WEBSITE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MORINAGA ENTITIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE WEBSITE OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO MORINAGA FOR ACCESS TO OR USE OF THE WEBSITE AND FOR ANY PRODUCTS YOU PURCHASE THROUGH THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
These Terms are governed by and will be construed in accordance with the laws of the State of California, without reference to conflict of laws provisions.
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MORINAGA AND LIMITS HOW YOU CAN SEEK RELIEF FROM MORINAGA.
You and Morinaga agree to arbitrate any dispute arising from these Terms or your use of the Website, except that you and Morinaga are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Morinaga agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. You and Morinaga further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Los Angeles County, California; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS (www.jamsadr.com); (d) that the state or federal courts in Los Angeles County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration; and (e) judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will be entitled to award attorneys’ fees and other reasonable costs and expenses of arbitration to the prevailing party, and may allow discovery and other aspects of arbitration proceedings to be conducted by telephone or other cost effective means where practicable. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.
WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND MORINAGA WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
Modifications to the Website
Morinaga reserves the right to modify or discontinue, temporarily or permanently, the Website, or any features or portions thereof, without prior notice. You agree that Morinaga will not be liable for any modification, suspension or discontinuance of the Website, or any part thereof.
Morinaga reserves the right, without notice and in our sole discretion, to terminate your right to use the Website (including your customer account) and to block or prevent your future access to and use of the Website.
Morinaga’s failure to enforce any provision of these Terms shall not be deemed a waiver of the right to later enforce such provision or any other provision of these Terms. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms contain the entire agreement and understanding between Morinaga and you with respect to the subject matter thereof and supersedes all prior agreements, negotiations, representations, and proposals, written and oral, relating to such subject matter.