Terms and Conditions | Morinaga Nutritional Foods, Inc.

Last Updated and Effective Date: January 11, 2024

1. BINDING EFFECT

This is a binding agreement. By using the Internet sites of Morinaga Nutritional Foods, Inc., and its affiliated companies (collectively “Morinaga”) located at www.morinaga-usa.com, www.morinu.com, www.morinaganutrition.com, www.silkensoypuree.com, www.morinaga-probiotics.com, www.pnfinc.com, and any other Morinaga websites that link to these Terms and Conditions (collectively the “Site”) or any services provided in connection with the Site (the “Service”), you agree to abide by these Terms and Conditions, as they may be amended by Morinaga from time to time in its sole discretion. Morinaga will post a notice on the Site any time these Terms and Conditions have been changed or otherwise updated. It is your responsibility to review these Terms and Conditions periodically, and if at any time you find these Terms and Conditions unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

2. PRIVACY POLICY

Morinaga respects your privacy and permits you to control the treatment of your personal information. A complete statement of Morinaga’s current Privacy Policy can be found by clicking here. Morinaga’s Privacy Policy is expressly incorporated into this Agreement by this reference.

When you are required to open an account to use or access the Site or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Morinaga immediately of any unauthorized use of your account, username, or password. Morinaga shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Morinaga, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

3. USER CONTENT

You grant Morinaga a license to use the materials you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Morinaga, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Morinaga, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Morinaga may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

4. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS

When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third-party rights rests solely with you.

5. INAPPROPRIATE CONTENT

You shall not make the following types of Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Morinaga reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Morinaga intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms and Conditions or of any applicable laws.

6. COPYRIGHT INFRINGEMENT

Morinaga has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Morinaga has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Morinaga or of a third party, or otherwise violated any intellectual property laws or regulations. Morinaga’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Morinaga to delete, edit, or disable the material in question, you must provide Morinaga with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Morinaga to locate the material; (d) information reasonably sufficient to permit Morinaga to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Morinaga’s designated agent at:

Morinaga Nutritional Foods, Inc.
3838 Del Amo Blvd.
Suite #201
Torrance, CA 90503
Tel: +1 (310) 787-0200
Fax: +1 (310) 787-2727
Cs3@morinu.com

7. ALLEGED VIOLATIONS

Morinaga reserves the right to terminate your use of the Service and/or the Site. To ensure that Morinaga provides a high quality experience for you and for other users of the Site and the Service, you agree that Morinaga or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Morinaga does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Morinaga reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Morinaga believes that you have violated any of the Terms and Conditions, furnished Morinaga with false or misleading information, or interfered with use of the Site or the Service by others.

8. NO WARRANTIES

MORINAGA HEREBY DISCLAIMS ALL WARRANTIES. MORINAGA IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MORINAGA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MORINAGA DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITED LIABILITY

MORINAGA’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MORINAGA BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY MORINAGA. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

10. AFFILIATED SITES

Morinaga has no control over, and no liability for any third-party websites or materials. Morinaga works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Morinaga nor the Site has control over the content and performance of these partner and affiliate sites, Morinaga makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Morinaga assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Morinaga makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, these Terms and Conditions shall govern your use of any and all third party content.

11. PROHIBITED USES

Morinaga imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Morinaga in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

12. INDEMNITY

You agree to indemnify Morinaga for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Morinaga, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms and Conditions, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Morinaga will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

13. COPYRIGHT

14. GOVERNING LAW AND VENUE

These Terms and Conditions shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles County, California, USA in all disputes arising out of or related to the use of the Site or Service.

15. SEVERABILITY; WAIVER

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms and Conditions to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms and Conditions shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

16. CLASS ACTION WAIVER

To the extent permitted by applicable law, Morinaga and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. We each waive any right to a jury trial.

17. NO LICENSE

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Morinaga or by any third party.

18. CALIFORNIA USE ONLY

The Site is controlled and operated by Morinaga from its offices in the State of California. Morinaga makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Morinaga’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

19. MODIFICATIONS

Morinaga may, in its sole discretion and without prior notice, (a) revise these Terms and Conditions; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Morinaga shall post any revision to these Terms and Conditions to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms and Conditions and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

20. NO ASSIGNMENT

Morinaga may assign these Terms and Conditions to a successor in interest (in whole or in part) but you may not assign the Terms and Conditions without the prior express written consent of Morinaga.

21. NO RELATIONSHIP

Nothing contained in these Terms and Conditions creates a partnership, joint venture, agency or other such relationship by and between Morinaga and you.

22. TEMPORARY DELAY IN PERFORMANCE

If Morinaga is or you are prevented from performing or unable to perform any obligation under these Terms and Conditions due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause.

23. HEADINGS

Headings and captions are for convenience only.

24. ACKNOWLEDGEMENT

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM. YOU AGREE THAT YOUR USE OF A KEYPAD, MOUSE OR OTHER DEVICE TO SELECT A BUTTON OR ICON OR SIMILAR ACT OR TO OTHERWISE PROVIDE MORINAGA ANY ACKNOWLEDGMENT OR CONSENT CONSTITUTES YOUR ELECTRONIC SIGNATURE, WHICH IS EQUIVALENT TO YOUR SIGNATURE IN WRITING. YOU ALSO AGREE THAT NO THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR ELECTRONIC SIGNATURE. YOU FURTHER AGREE THAT EACH USE OF YOUR ELECTRONIC SIGNATURE IN CONNECTION WITH THE SERVICE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS AS THEY EXIST ON THE DATE OF YOUR ELECTRONIC SIGNATURE.