TAJIMA BRAND AMBASSADOR PROGRAM AGREEMENT

Updated: 04/13/2021

IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS ACTIONS.
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION.
This BRAND AMBASSADOR Program Agreement (the “Agreement”) is a legally binding contract between you (“Brand Ambassador”, “you”, or similar terms) and TAJIMA TOOL CORPORATION (“Tajima”, “us”, “we”, or similar terms) and applies to your participation in the Tajima Brand Ambassador Program (the “Program”). Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. By registering for the Program, you agree to this Agreement.

1. Description of the Program

We periodically modify the terms of this agreement. We might also choose to replace these terms in their entirely if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs. If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATIONS IN UNNACCEPTABLETO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf.
You will ensure that the information in your Program application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. We may send notifications (if any). Approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
You can update your information by emailing us at: info@tajimatool.com

2. Eligibility to Participate in The Program & Prohibited Activities

You must be at least 18 years of age.
You must have an Instagram account.
You must comply with this Agreement to participate in the Program.
You must promptly provide us with any information that we request to verify your compliance with this agreement.
You must be kind and respectful to all other Brand Ambassadors.
Participation in the Program does not grant you any rights to sell Tajima items at events of any kind.
Remember that the purpose of the Program is to bring new customers to the brand and help spread the Tajima items!

3. Tajima Customers

You acknowledge and agree that Tajima’s customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interactions with Tajima, you will state that those customers must follow contact directions on the Tajima Site to address customer service issues.

4. Warranties

You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the program, including without limitation, your creation, maintenance, or operation of your Profile(s) will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgements, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts, (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Tajima Site; (f) you will comply with all U.S export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Program is accurate and complete at all times.
We do not make any warranty in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

5. Identifying Yourself as A TAJIMA Brand Ambassador

Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without TAJIMA’s express prior written consent. You will not misrepresent or embellish your relationship with us (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity as expressly permitted by this agreement.

6, Term and Termination

The term of this Agreement will begin upon your submission of the application to join the Program. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination.
You can provide termination notice by emailing us at: info@tajimatool.com
In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the program has been used for deceptive, fraudulent or illegal activity; (e) we believe that we are or may become subject to tax collection requirements in connection with this Agreement of the activities performed by either party under this Agreement; (f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (g) we have terminated the Program as we generally make it available to participants.
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with Agreement, except that the rights and obligations of the parties under Sections 2, 3, 4, 5, 6, 7, 8 and 9 of this Agreement will survive the termination of this Agreement.
No termination of this Agreement will absolve you of any liability for and breach of, or liability accruing under, this Agreement prior to termination.

7. Disclaimers

THE PROGRAM, THE TAJIMA SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE TAJIMA SITE, ANY COUPON CODES, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERIVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MARCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE FEATURES FUNCTIONS SCORE OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNITERRRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH HE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARIGING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INTESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. limitations on Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CCONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMEGES.
YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPEATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

9. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABITITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR PROFILES (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OR YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS ANTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

10. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCERURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating to this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”). You and we both agree that prior to initiating any claim for arbitration or other legal proceeding, that you and we shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.
All Notice of Dispute to Tajima shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express (or courier shipment outside of the U.S.) if such services actually provided proof of mailing, to:

Tajima Tool Corporation – Legal
3510 Torrance Blvd., Suite 301,
Torrance, California 90503

YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) days period, then you and Tajima agree to resolve any claims relating to this Agreement through final and binding, arbitration.
NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Tajima in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHT TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTONEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
CHOISE OF LAW/FORUM SELECTION: In any circumstances where this section 10(Agreement to Arbitrate Dispute and choice of Law) permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in the Southern District of California.
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 these Terms of Use, including without limitation, access and/ or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your participation will be made aware of and will comply with obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use of disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.
No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e. g. Instagram, etc.) in connection with the Program.
This Agreement incorporates all of the terms and conditions of the Tajima Site’s Terms of Use including the Privacy Policy. To the extant there is a conflict between the Tajima Site’s Terms of Use and this Agreement, the terms of this Agreement shall control. If any portion of this Agreement is found invalid or unenforceable, that portion may be severed from the Agreement and shall not affect the validity of the remainder or the Agreement. This Agreement constitutes the entire agreement and understanding between you and us in connection with the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement.
If you have any questions, please email info@tajimatool.com