LOYALTY ELITE MEMBERSHIP PROGRAM

Last Modified: January 31, 2024

1. MEMBERSHIP TERMS AND CONDITIONS

1.1 Terms and conditions set forth below ("Terms and Conditions") apply to the Tadashi Shoji Loyalty Elite Membership Program ("Membership Program"). These Terms and Conditions are between you ("Member" or "you") and TADASHI SHOJI & ASSOCIATES, INC. (“TADASHI SHOJI”, "we", “our” or "us"). By registering, joining or using the Membership Program, you hereby consent to enter into an electronic agreement and for TADASHI SHOJI to send you electronic communications about your Membership ("Membership"), as further set forth below, and you hereby agree to these Terms and Conditions and the TADASHI SHOJI Privacy Policy.

1.2 The Tadashi Shoji & Associates Privacy Policy can be reviewed at www.tadashishoji.com/privacy-policy. The policy may be amended by us from time to time.

2. COMMUNICATIONS WITH TADASHI SHOJI

2.1 By registering, joining or using the Membership Program, you are consenting for TADASHI SHOJI to send you electronic communications about the Membership Program and your Membership.

2.2 You consent to receive communications relating to your Membership in electronic form. The communications covered by your consent may include, but are not limited to: (i) any initial disclosure statement or agreement governing your Membership, including these Terms and Conditions; (ii) any disclosure required by provincial, territorial or local law; (iii) any letter, notice or alert regarding your Membership, including, but not limited to, notices regarding expiration and renewal of your Membership, and any change to your Membership; and (iv) any other disclosures, notices or communications in connection with the application for opening of, and maintenance of your Membership. Such electronic communications may include your name and certain information about your Membership, including the expiration date of your Membership and Membership renewal fee. Electronic communications may be reviewed by any party, including us, with access to your Membership, the email account you have provided to us for delivering these communications, or the hardware or software you use to view your Membership information or your email account.

2.3 To withdraw your consent, you may not apply online for a Membership, and you may not register your Membership for online services (including electronic statements or mobile alerts), unless you also provide your consent to receive electronic communications. If you have registered for online services (such as electronic statements or mobile alerts) and you subsequently wish to withdraw your consent to receive future electronic communications, you must unsubscribe from each service you have elected to receive in order to completely withdraw your consent to receive electronic communications. Any withdrawal of your consent to electronic communications will be effective only after we have a reasonable period of time to process such withdrawal request.

2.4 You agree to promptly update your contact information, including your email address, if it changes, by providing such updated information through your online account with us (at tadashishoji.com) or by calling Customer Care at 1-855-272-6552.

2.5 In order to access your Membership and any related electronic communications, you must have a computer, mobile device or other device with Internet-browsing capabilities; an SSL-enabled web browser that supports HTML 5, JavaScript and CSS3; an Internet connection; and sufficient electronic storage capacity on your hard drive or other data storage facility, or a means to print or store notices and information through your browser software. We will update on our website offering the Members Program, any changes in such requirements that may affect your access to electronic communications related to your Membership. You should periodically check for such posted information.

2.6 All communications in either electronic format from us to you will be considered to be in writing.

2.7 You acknowledge that by clicking on the "Join Now", "Sign In to Join", "Continue", “Apply Now” or a similar button provided in connection with these Terms and Conditions, you are consenting to electronic communications, and such action shall constitute your signature.

2.8 You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business and communicate with you by electronic means.

2.9 You must be at least eighteen (18) years of age or older. You agree to accept responsibility for all activities that occur under your account or password. tadashishoji.com reserves the right to refuse service, terminate accounts, remove or edit content and cancel orders at its sole discretion.

3. MEMBERS PROGRAM FEE, TERM AND RENEWALS

3.1 The fee for the membership program (the "membership fee") is two hundred dollars ($200) per year, plus any applicable taxes, and is non-transferable. Membership fees cannot be purchased using Rewards Points, Gift Cards and/or promotional codes unless otherwise specified. Membership fees are non-refundable and are valid for one year from activation date. Memberships will not auto-renew, TADASHI SHOJI may, in its sole and absolute discretion, change the membership fee from year to year. TADASHI SHOJI may cancel and or terminate the Loyalty Elite Membership Program at any point as per our discretion. If the Loyalty Elite Membership Program is cancelled/terminated by TADASHI SHOJI at any point members will be refunded for the remaining time left in the membership.

3.2 As a member of TADASHI SHOJI Membership Program, you will receive 30% off sitewide (Gift Cards & Special Order Merchandise are excluded) and two (double) reward points for every dollar spent (100 points = $10) to be used for future purchases. Points expire 3 years from the date of purchase. Standard Return Policy applies and can be viewed at www.tadashishoji.com/returnpolicy.

3.3 For members program benefits to apply to a particular purchase, your membership must be active and available at the time of purchase. You may either log into your membership account online (tadashishoji.com) or provide Customer Care with your name, email address and/or phone number to verify your membership, so that you receive your applicable membership program benefits. Your membership will become active at the time of joining the membership program and its benefits may be applied immediately to any purchase made after you become a member. At TADASHI SHOJI discretion, you may be eligible to receive retroactive members program benefits for purchases made by you up to fifteen (15) days prior to enrolling in the members program as a one-time courtesy. However, you will not receive any retroactive benefits for purchases made after your membership is terminated unless you re-enroll.

3.4 Benefits and points earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Purchase balances and/or points credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Terms.

3.5 Enrollment and participation in the membership program are voluntary, optional and not required to complete any transaction or sale, including, but not limited to, any credit transactions.

3.6 TADASHI SHOJI reserves the right, in its sole and absolute discretion, to exclude any individual(s) from the members program or to terminate any membership, for any reason, including, without limitation, abuse of the members program, failure to follow these terms and conditions, or fraud, misrepresentation or other conduct detrimental to the interests of TADASHI SHOJI. Any such exclusion or termination may affect eligibility for further participation in the members program.

3.7 The members program makes available special discounts, savings and/or complimentary access (as applicable) with respect to certain goods and services, as expressly provided in these terms and conditions. Notwithstanding anything herein to the contrary, no services are made available pursuant to these terms and conditions; and services made available by TADASHI SHOJI are made available subject to separate terms, and certain goods may be subject to separate terms as well.

4. CHANGES TO MEMBERSHIP PROGRAM AND THESE TERMS AND CONDITIONS

4.1 TADASHI SHOJI may, in its sole and absolute discretion, change any provision of these Terms and Conditions, including, without limitation, Membership Program benefits, exclusions and fees, at any time and without liability. TADASHI SHOJI may notify you of such changes by any reasonable means; including by posting revised Terms and Conditions on this page or on our websites offering the Membership Program. Any change to these Terms and Conditions shall take effect immediately, unless otherwise provided by TADASHI SHOJI or otherwise required or prohibited by law. You may view the current version of the Terms and Conditions at any time at tadashishoji.com.

4.2 To the fullest extent permitted by applicable law, if you continue to use your Membership after we change these Term and Conditions, or if you do not cancel your Membership as described above, you will be indicating your acceptance of such changes. If any change to these Terms and Conditions is for any reason found invalid, void or unenforceable, such change is severable and will not affect the validity and enforceability of any remaining change or any other provision of these Terms and Conditions

5. ACCURACY OF INFORMATION

5.1 You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We expect Members to submit and maintain accurate and current information in connection with their Membership. Such information includes, without limitation, name, address, email address and phone number. Members are responsible for ensuring that all of their account information is up-to-date and accurate (as account information such as, without limitation, a Member\'s billing address may affect certain Membership renewal terms and legally mandated notice requirements). Members can change their Membership information by: updating their Member profile data through tadashishoji.com account; requesting an update from Customer Care via the contact form on our Contact Us page or by calling 1-855-272-6552. We are not responsible or liable for any correspondence (including any physical mail or email) that is lost, delayed or misdirected.

6. MARKETING & ELECTRONIC COMMUNICATION

6.1 Unless you expressly opt-out, by joining the Membership Program, you, to the extent permitted by applicable law, automatically subscribe to TADASHI SHOJI’s marketing and e-mail exclusives and will receive, and agree to receive promotional emails from Tadashi Shoji. Unsubscribing from Tadashi Shoji’s marketing and/or email exclusives will not discontinue your Membership. If you do not wish to receive future marketing and/or email exclusives, you can request that they be discontinued via the contact form on our Contact Us page and/or by calling Customer Care at 1-855-272-6552. We will seek to implement your request within a reasonable time period. Please note that Members who unsubscribe from marketing and/or email exclusives will continue to receive non-marketing emails and other communications from TADASHI SHOJI relating to the Membership Program.

7. LIMITATION OF LIABILITY

7.1 NEITHER TADASHI SHOJI, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR ANY OF THE STYLE POINTS OR BENEFITS ASSOCIATED WITH THE PROGRAM INCLUDING, BUT NOTLIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

7.2 YOU AGREE THAT NEITHER TADASHI SHOJI, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (c) DATA NON- DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF THE PROGRAM; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES OR OMISSIONS IN PROGRAM CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

7.3 FURTHER, NEITHER TADASHI SHOJI, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED ONE HUNDRED DOLLARS ($100.00).

7.4 YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY STYLE POINTS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, TERMINATION OF YOUR MEMBERSHIP IN THE PROGRAM IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

8. INDEMNIFICATION

8.1 You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Terms & Conditions.

9. GOVERNING LAW AND DISPUTES

9.1 ANY DISPUTE RELATING IN ANY WAY TO THIS PROGRAM, THESE TERMS, YOUR PROGRAM MEMBERSHIP, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN CALIFORNIA AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Terms shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

9.2 You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10. PRIVACY

10.1 The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership will be used and disclosed by us in accordance with the TADASHI SHOJI privacy policy.

11. ADDITIONAL INFORMATION ON THE PROGRAM

11.1 If you have any questions regarding the Program, you may call 1-855-272-6552 or email customercare@tadashishoji.com.