1. Definitions

The following terms have the respective meanings set forth below.

• “Additional Content” shall mean both paid and free-of-charge digital content (including, but not limited to, items, characters, and Tamaverse areas) for which Users (as defined below) have been granted a non-exclusive, non-transferable, non-sublicensable, personal, limited license by the Company to use within the Products and is either:

  • (a) downloaded onto the Products by entering the Download Code (as defined below); or
  • (b) downloaded onto the Product when distributed within the Product.

• “Company Sites” shall mean the websites which are operated by the Company in relation to the Products, including [https://ticketshop.tamagotchi-official.com].

• “Download Code(s)” shall mean a code obtained by a User through payment or free-of-charge and entered within a Product to download Additional Content to that Product. When　the User downloads Additional Content by entering a Download Code within the Product, the Download Code will be associated with such Product.

• “Online Services” shall mean the various web-based services (including, but not limited to, any updates to the Online Services, and the ability to download Additional Content onto the Products therethrough, and the ability to receive digital information from the Company, participate in online events, and visit virtual reality sites) made available by the Company to Users using the Wi-Fi communication function built into the Products. The Online Services shall be a part of the Services.

• “Products” shall mean the Tamagotchi Uni series products.

• “Services” shall mean all functions and information (including, but not limited to, text, audio, images, video, Additional Content (as defined above), digital content, software, and data) made available by the Company for Users’ use in connection with the Products. The Services shall include all Online Services.

2. Application of the Terms of Use

These Terms of Use shall apply to all persons using the Services ("User(s)" or “you”). If you are under 18 years old or the age of minority as defined by the laws of your jurisdiction, you must first review these Terms of Use together with your parent or legal guardian and obtain the consent of your parent or legal guardian before starting to use the Services. Where parental consent or authorization is required under applicable laws and regulations, you have the obligation to provide to us evidence of such consent or authorization, including as required under applicable laws and regulations, the consent or authorization of the holder of parental responsibility for the minor. If you are a parent or legal guardian and do not consent, you must stop your child from using the Services, and if you do not, you are deemed to have consented. If you have consented or authorized your child’s use, these Terms of Use apply to you and you are responsible for your child’s activity on or in connection with the Services.

By using the Services, you represent and warrant that you are either the age of majority or older, or have the consent of a parent or legal guardian to use the Services. If you do not satisfy the foregoing eligibility requirements, you must not access or use the Services.

The terms and conditions for the Services separately stipulated in the Services and/or Company Sites (including, but not limited to, web manuals and FAQ page) shall constitute a part of these Terms of Use. Unless otherwise specifically stipulated therein, where there is any discrepancy between such supplemental terms and these Terms of Use, these Terms of Service shall prevail.

3. Non-Exclusive License

The Company hereby grants the User a non-exclusive, non-transferable, non-sublicensable, personal, limited license to use the Services solely in accordance with these Terms of Use, as made available via the Products, during the period in which the Services are provided.

4. Online Services

• (1) Subject to these Terms of Use, User may access and use the Online Services (in each case only to the extent that such Online Services are made available by Company) by connecting to the Internet using the Wi-Fi communication function built into the applicable Products.

• (2) The Online Services may not be accessible without a working Wi-Fi network that is connected to reliable Internet access with sufficient bandwidth. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. The Company shall not be liable for your inability to access or use all or part of the Online Services due to your Wi-Fi environment.

• (3) Any data you access or obtain through your use of the Online Services (including, but not limited to, information about Online Services updates, Additional Content, communications you receive from us, online event participation, etc.) will be associated with your device ID and stored locally. User shall use the Online Services with the understanding that: (i) all or part of the data obtained by User related to the Online Services may be erased or deleted due to causes such as local storage reaching capacity or damage to the Products; (ii) such data may not be stored or saved properly depending on the Wi-Fi environment and condition of the Products; and (iii) if the Wi-Fi connection is interrupted while the Online Services are in use, the data related to such use of the Online Services may not be properly stored or saved. The Company shall not be liable for any lost data or improperly stored or saved data.

5. Third-Party Content/Third-Party Purchase Site

• (1) The Online Services may include links to other websites and content provided by third parties (collectively, “Third-Party Content”). Third-Party Content includes information and links contained in advertisements and sponsored messages. User acknowledges that Company has no control over the availability, accuracy, or reliability of Third-Party Content and accepts no responsibility for such content or any loss or damage that may arise from your use of such content. If you decide to access any third-party website(s) linked through the Online Services or otherwise use or rely on any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for the applicable third-party website(s).

• (2)　In connection with the Online Services, User may also have the ability to purchase Download Codes on websites operated by third parties ("Third-Party Purchase Site(s)"), and User may use such Download Codes during the period in which the Online Services are provided. User acknowledges that any purchases of Download Codes through Third-Party Purchase Sites are conducted between User and a third party, and it is the responsibility of User to review any terms of purchase set forth on the Third-Party Purchase Site before purchasing such Download Code. User further acknowledges that the Company has no control over the availability of Download Codes on Third-Party Purchase Sites or the contents of Third-Party Purchase Sites and accepts no responsibility for such Third-Party Purchase Sites or for any loss or damage that may arise from your use of them. If you decide to purchase Download Codes on Third-Party Purchase Sites or access any Third-Party Purchase Sites, you do so entirely at your own risk and subject to the terms and conditions of use of such websites.

6. Prohibited Acts

• (1) In using the Services, User shall not:

  • (a) Infringe any intellectual property or proprietary rights associated with the Services or any content associated therewith;
  • (b) Copy the Services or any content, programs or software associated therewith, in whole or in part;
  • (c) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any content, programs or software associated therewith;
  • (d) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any programs or software associated therewith;
  • (e) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services or any content associated therewith, including any copies thereof; or
  • (f) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where they are capable of being accessed by more than one device at any given time.

• (2) User additionally agrees not to:

  • (a) Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services;
  • (b) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services;
  • (c) Use any external tools in connection with the Services without the Company’s prior written consent;
  • (d) Use, provide, transmit, support or advertise a program, software or the like, including computer viruses, which is malicious or technologically harmful;
  • (e) Engage in actions that the Company considers to interfere or are likely to interfere with the operation of the Services;
  • (f) Use the Services in any way that violates these Terms of Use, other rules separately established by the Company, or any applicable federal, state, local, or international law or regulation;
  • (g) In connection with the Services, promote any illegal activity, or advocate, promote, or assist any unlawful act;
  • (h) Engage in any conduct which, as determined by us, may damage the reputation or goodwill of the Products, the Services and/or the Company; or
  • (i) Otherwise engage in any conduct considered inappropriate by the Company.

7. Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or its service providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms of Use, or any other rights thereto other than to use the Services in accordance with the limited license granted, and subject to all terms, conditions, and restrictions, in these Terms of Use. For the avoidance of doubt, even where Users purchase or obtain any of the Services or items/content related to the Services (including, but not limited to, the Additional Content) pursuant to terms such as “Buy,” “Purchase” and “Sale,” as described by the Company or third parties, any rights therein or thereto shall not belong nor be transferred to the Users, except for the rights to use such Services or related content as authorized under these Terms of Use.

8. Monitoring and Enforcement; Suspension and Termination

• (1) The Company has the right, but not the obligation, to suspend or terminate your access to all or part of the Services at any time without prior notice to you for any violation of these Terms of Use.

• (2) The Company further reserves the right to suspend, change, modify or eliminate the Services in whole or in part at any time without prior notice or consent of the User.

• (3) The Company may terminate the Services in their entirety by giving thirty (30) days' prior notice to the User.

9. Disclaimer

THE COMPANY PROVIDES THE SERVICES TO USER ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SPECIFICALLY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, ACCURACY, SECURITY, RELIABILITY, QUALITY, TIMELINESS, OR AVAILABILITY OF THE SERVICES OR THE CONTENT ASSOCIATED THEREWITH. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR THE CONTENT ASSOCIATED THEREWITH WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT THE USER’S DATA WILL ALWAYS BE STORED CORRECTLY, THAT DEFECTS OR MALFUNCTIONS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY CONTENT ASSOCIATED THEREWITH WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT (A) WILL COMPANY OR ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY, FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, OR FROM BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS TERMS OF USE OR USER’S USE OR INABILITY TO USE THE SERVICES, OR ANY OTHER SERVICES, SOFTWARE OR MATERIALS PROVIDED TO USER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) SHALL COMPANY’S TOTAL LIABILITY TO USER UNDER THESE TERMS OF USE FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

11. Responsibilities of Users

Your use of the Services is at your own risk, and you shall be fully responsible for your use of the Services and any and all actions arising therefrom. In the event that you cause damage to another User or other third party as a result of using the Services, it is your responsibility to resolve the matter at your own expense, and you agree not to cause any harm against or inconvenience to the Company.

12. Indemnification

• (1) User agrees to defend, indemnify and hold harmless Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all third-party claims, suits, actions, or proceedings (in each case including all related liabilities, losses, costs, damages, judgments, awards, expenses, and fees, including reasonable attorneys’ fees) arising out of or relating to: (i) User’s breach of these Terms of Use; (ii) User’s use of the Services; or (iii) User’s distribution or use of any materials or information related to the Services, including any alleged infringement or misappropriation of any third party’s intellectual property rights.

• (2) Company shall have the right to participate, at Company’s expense, in its defense with counsel of its choosing. In no event will User enter into any settlement or like agreement with any third party that affects Company’s or its affiliates’ rights or binds Company or its affiliates in any way without Company’s prior written consent.

13. Amendments to the Terms of Use

The Company reserves the right, in its sole discretion, to modify or change these Terms of Use from time to time. In such a case, the Company shall notify Users via any appropriate means (such as posting on the website providing the Services), and the revised Terms of Use shall become effective at the time of posting and shall apply to all use of the Services thereafter. If we make any material changes to these Terms of Use, the Company shall provide Users with reasonable advance notice and the opportunity to review such material changes. If you do not agree to the revised Terms of Use, you should stop using the Services.

14. Governing Law and Jurisdiction

• (1) These Terms of Use shall be governed by and construed in accordance with the laws of Japan. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use.

• (2) The Tokyo District Court shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms of Use.

• (3) User acknowledges and agrees that User’s breach of these Terms of Use may cause irreparable harm to Company, its affiliates, and/or its and their respective suppliers and licensors, for which they may not have an adequate remedy at law; therefore, Company, its affiliates and its and their respective suppliers and licensors will be entitled to immediate equitable relief, including injunctive relief, to enjoin such a breach, without posting bond or other security.

15. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a future waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is invalid or unenforceable, such provision will be limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

16. Non-Assignment

These Terms of Use may not be assigned or transferred by User (in whole or in part and whether voluntarily, involuntarily or by operation of law) without the prior written consent of Company, and any attempt by User to do so will be null and void and of no effect.

17. Entire Agreement

These Terms of Use constitute the entire agreement between the you and the Company with respect to its subject matter and supersede all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions in these Terms of Use will be binding on Company unless made in writing and signed by an authorized representative of Company.

18. No Third-Party Beneficiary

These Terms of Use are for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing herein express or implied shall give, or be construed to give, any person or entity other than the parties hereto any legal or equitable rights hereunder.

19. Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

1. Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

2. Arbitration and Class Action Waiver

• (1) This section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

• (2) Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services, or relating in any way to the communications between you and the Company or any other User of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and the Company. However, this arbitration agreement does not (i) govern any Claim by the Company for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms of Use or (ii) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first of the dates on which you access or use the Services by following the procedure described below.

• (3) You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms of Use.

• (4) The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section).

• (5) Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your Claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your Claim or the relief sought was frivolous or brought for an improper purpose.

• (6) The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

• (7) CLASS ACTION WAIVER: ANY CLAIM MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (“CLASS ACTION”). THE PARTIES EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. IF THE CLAIM IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE SIMILAR CLAIMS OR CONDUCT ANY CLASS ACTION NOR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. THE PARTIES UNDERSTAND THAT ANY RIGHT TO LITIGATE IN COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, OR TO BE A PARTY TO A CLASS OR REPRESENTATIVE ACTION, IS WAIVED, AND THAT ANY CLAIMS MUST BE DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

• (8) If this class action waiver is found to be unenforceable, then the entirety of the arbitration agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claim. If for any reason a Claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial.