HILLS CARD Membership Terms and Conditions

(1)

“Members” means the persons who agree to these Terms and Conditions and apply for membership in accordance with the procedures prescribed by the Company and whose membership is approved by the Company.

(2)

“HILLS CARD” means a physical card (the “Card”) issued by the Company or its partners pursuant to Article 2 of these Terms and Conditions and the QR code provided on the HILLS APP pursuant to the HILLS APP Terms and Conditions (limited to cases where a Member uses the HILLS ID Login defined in Article 2, paragraph 1, item (2) of these Terms and Conditions; the “Electronic Card”).

(3)

This “Agreement” means the agreement between the Company and Members under these Terms and Conditions.

(4)

“HILLS CARD Service” means the services provided by the Company to Members (including the provision of privileges).

(1)

Card: A Member is lent the Card by making an application for issuance of the Card in accordance with the procedures prescribed by the Company or itspartners. Members may not be lent multiple Cards issued by the Company. The Card may be used only once the Member has signed on the back of that Card.

(2)

Electronic Card: A Member is issued with a HILLS ID in accordance with the HILLS ID User Terms and Conditions and logs in to the HILLS APP by using the HILLS ID (“HILLS ID Login”). Members may not be issued with multiple Electronic Cards (HILLS IDs). In addition, the Electronic Card (HILLS ID) may be used only by a Member who is issued with a HILLS ID.

2.

Members shall strictly manage their HILLS CARD at their own responsibility. Members may not assign, loan, exchange, sell or purchase, realize, pledge, or succeed to any rights or obligations with respect to the HILLS CARD to any third party. In addition, Members shall not allow any third party to use the HILLS CARD in any manner.

3.

The Company may deem any act conducted by using the Member’s HILLS CARD to be an act conducted by the Member him or herself. The Company will not be liable for any damages incurred by the Member due to a third party using the Member’s HILLS CARD, unless such damages are caused by the Company’s willful misconduct or gross negligence.

4.

A Member who has been lent a Card pursuant to Article 2, paragraph 1, item (1) shall promptly return the Card to the Company or a party designated by the Company if the Member withdraws his or her membership or loses his or her membership qualification.

5.

A minor may be issued with, and allowed to use the HILLS CARD only if the minor obtains the consent of his/her legal representative (such as a person with parental authority) in advance. However, persons under the age of 12 may not be issued with or use the HILLS CARD regardless of whether or not their legal representatives have given consent.

(1)

purchase of tobacco or tradable coupons (such as purchase of merchandise certificates, gift certificates, postage stamps, revenue stamps, or the like and adding money to prepaid cards or the like)

(2)

use of coupon tickets, vending machine purchases, parking fees, payments at events, or the like

(3)

processing or repair charges, box and packaging charges, shipping charges, utility fees, various tax deposits, membership fees, admission fees, payment of accounts receivable, or other duties

(4)

purchases at shops, products, services, or the like designated by the Company as ineligible for the Points

2.

If the Company requests a Member to present the HILLS CARD and the Member refuses to present the same (including the cases where the Member does not carry the HILLS CARD or cases where the Member cannot use the HILLS ID Login due to reasons such as defects in telecommunications equipment or forgetting passwords and therefore cannot use the Electronic Card), the Member may not record any Points as set out in the preceding paragraph and may not use the HILLS CARD Service.

3.

In the case of Article 3, paragraph 1, if the Member owns both the Card and the Electronic Card, the Member may present only one of them.

2.

Depending on the Facility, Points may be recorded based on factors other than the amount of usage, such as usage of the Facilities, frequency of use, or the like,.

3.

Notwithstanding the provision of Article 4, paragraph 1, in the event the Company runs campaigns, the rate of Point accumulation may be changed or Points may be recorded without any purchase or usage.

4.

recorded without any purchase or usage. 4. Points will be recorded on the Card if the Card is presented at the time of payment, and in the app account in the HILLS APP if the Electronic Card is presented at the time of payment.

5.

Members may combine the Points recorded on the Card with the Points recorded in the app account in the HILLS APP in accordance with the procedures prescribed by the Company. However, Members may not combine the Points recorded on multiple Cards or the Points recorded in multiple app accounts or transfer, loan, or otherwise shift the Points to a third party.

6.

The Company may record the Points based on the amount of usage of the services provided by the partners or the like by a Member.

7.

The balances of Points and other information can be confirmed at “HILLS APP/HILLS CARD Customer Center” or stores handling the HILLS CARD or by using HILLS APP, etc.

2.

Redemption Goods may be used only by the Member redeeming the Points, and may not be lent or assigned to other persons.

3.

If any Member violates the provision in the preceding paragraph, the Redemption Goods lent or assigned may be invalidated and the party lending or assigning such goods may lose his or her membership qualification pursuant to the provisions of Article 16.

4.

Redemption Goods may not be available due to the nature of busy times or seasons, crowded conditions, or other reasons.

5.

The details of Redemption Goods may be changed without prior notice.

6.

Purchase or usage by Redemption Goods are not eligible for the recording of Points.

7.

Points are redeemed at the prescribed Point redemption counter at Facilities or by a method designated by the Company.

8.

Members may participate in Points redemption campaigns developed by the Company by using the recorded Points and also receive special benefits.

2.

If the balance of the Points falls short of the return by a Member in the case of the preceding paragraph because the Points for Returned Merchandise are redeemed for the Redemption Goods by the time of such return, (i) the Member shall return such Redemption Goods or, (ii) if the Redemption Goods have already been used, the Member shall pay an amount equivalent to the Redemption Goods.

2.

Members who wish to have the Card reissued because of loss or theft shall pay a reissuance fee of 300 yen (including consumption tax) or, if the Card has ancillary functions, an amount determined by a partner issuing that Card. In that case, all Points accumulated as of the time of the loss or theft will become invalid, except in certain situations determined by the Company.

3.

In the event of card damage or magnetic or embedded IC failure, the Company shall, in principle, issue a new Card free of charge to replace the old Card, unless the damage or failure was caused by willful misconduct of the Member. In that case, Points recorded by that time will remain valid. However, if an amount of reissuance fee or other fee with respect to the Card with ancillary functions is determined by a partner issuing that Card, the Member shall pay such amount to that partner.

2.

Members shall promptly notify the Company or a person designated by the Company if there is a change in their Member Information.

(1)

to provide the HILLS CARD Service such as recording the Points;

(2)

to carry out surveys, such as for store development, product development, and trade area analysis; and

(3)

to provide information concerning the businesses of the Company and its group companies (meaning companies stated in “Group Companies”) and information concerning facilities managed and operated by the Company and its group companies (including stores, tenants, and the like of those facilities) and stores recording the Points. However, the Company shall cease providing such information if a Member requests the Company to do so. Members who wish to make such request shall submit it to the contact for inquiries set out in Article 22, and the Company may submit the information that is required to operate the Card.

(1)

Item of Member Information to be jointly used
Address, name, date of birth, gender, telephone number, e-mail address, HILLS CARD usage, family member information, and name of the building and company for which the Member works

(2)

Scope of parties who jointly use the information
Group companies of the Company (meaning companies stated in “Group Companies”)

(3)

Purpose of use
Same as the purpose of use set out in Article 10.

(4)

Party responsible for joint use
Mori Building Co., Ltd.

2.

If a Member’s Member Information is found to be untrue, that Member may request the Company to correct, add to, or delete the untrue Member Information. In that case, the Company shall respond to such request without delay.

2.

In carrying out the entrustment set out in the preceding paragraph, the Company shall confirm that the third party provides sufficient protection for personal information and then execute an agreement with the third party concerning the protection of personal information and take appropriate measures.

3.

The Company may provide Member Information to a third party in the following cases prescribed in laws and regulations such as the Personal Information Protection Act:

(1)

cases prescribed by laws and regulations;

(2)

cases in which there is a need to protect a human life, body, or fortune, and when it is difficult to obtain the principal’s consent;

(3)

cases in which there is a special need to enhance public hygiene or promote fostering healthy children, and when it is difficult to obtain the principal’s consent; or

(4)

cases in which there is a need to cooperate in regard to a central government organization or a local government performing affairs prescribed by laws and regulations, and when obtaining the principal’s consent would interfere with the performance of the said affairs.

2.

If any of the following items applies to a Member, the Company may, without prior notice to that Member, have the membership qualifications of that Member suspended or forfeited and otherwise take measures that are determined to be necessary and appropriate by the Company:

(1)

if the Company breaches these Terms and Conditions (including breaches of representations and covenants in Article 17 hereof) and other rules prescribed by the Company;

(2)

if any item the Member has given the Company notice of or the like is false; or

(3)

if the Member does not use the service for a period of 48 months following the last day of the last month in which Points were recorded (if the Member has never recorded the Points after the registration as a Member, the last day of the month when such registration was made).

3.

If this Agreement terminates for any reason whatsoever (including the cases where a Member withdraws from the membership or loses his or her membership qualification and cases where the Company abolishes the HILLS CARD Service pursuant to Article 20 of these Terms and Conditions), all Points recorded on the HILLS CARD will expire and the Member will become unable to use the service of the HILLS CARD Premium Stage separately set out by the Company and other HILLS CARD Service (including the use of Redemption Goods).

(1)

the Member is an organized crime group, a member of an organized crime group (including a person for whom a period of five years has not elapsed since that person was a member of an organized crime group), quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist (sokaiya) or the like, a corporate extortionist acting under the guise of a social movement or political activity (shakai undo-to hyobo goro), a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group, or any other person similar to any of these entities (collectively, an “Anti-Social Force”);

(2)

the Member has a relationship in which it is deemed to wrongly use an Anti-Social Force for the purposes of seeking to obtain unfair profit for itself or a third party or causing damage to a third party, or for other purposes;

(3)

the Member has a relationship in which it is deemed to provide funds or benefits to an Anti-Social Force or otherwise cooperate or be involved in maintaining and operating an Anti-Social Force; or

(4)

the Member has a socially reprehensible relationship with an Anti-Social Force.

2.

Each Member covenants that the Member does not, by itself or by using a third party, engage in any of the following items:

(1)

making violent demands;

(2)

making unjust demands that exceed the legal responsibility of its recipient;

(3)

using threatening behavior or violence in connection with a transaction;

(4)

spreading rumors, using fraudulent means, or using force to damage the reputation of the Company or to obstruct the Company’s business affairs; or

(5)

any other acts similar to any of the foregoing.

2.

If any Amendment is made to these Terms and Conditions, the Members shall be deemed to agree to the amended Terms and Conditions by continuing to use the HILLS CARD after the Amendment to these Terms and Conditions.

(1)

if a natural disaster, spread of infectious diseases, or other force majeure occurs;

(2)

if it becomes impossible to provide the HILLS CARD Service due to laws and regulations or measures pursuant thereto;

(3)

if the repair or maintenance of systems is carried out;

(4)

if systems concerning the HILLS APP are overwhelmed due to excessive access or any other reason;

(5)

if it becomes necessary to ensure security;

(6)

if it becomes impossible to provide the HILLS APP due to laws and regulations or measures pursuant thereto; or

(7)

if any events similar to any of the foregoing occurs and the Company deems it necessary.