USER AGREEMENT FOR MERCHANT'S LOYALTY PROGRAM

Last Updated: October 18, 2022

This User Agreement for Merchant's Loyalty Program (“User Loyalty Agreement” or “Agreement”) is a legally binding contract between Ramen Kenjo (“Merchant,” “we,” “us,” and/or “our”), and you.

Merchant offers a loyalty program (“Loyalty Program”) that provides users with the ability to earn points and rewards (collectively, “Rewards”), when they earn a Qualifying Visit at the Merchant in-person at its participating locations (“Store”), through Merchant's website as available, or Merchant's mobile and other software applications as available (“Apps”) (collectively, the “Service(s)”). This Agreement contains the terms and conditions that govern your registration and use of the Loyalty Program, Rewards, and the Services (collectively the “Terms”). The terms “user,” “you,” and “your” mean any user of the Service(s), including you. These Terms contain a mandatory arbitration provision that requires that disputes be resolved in individual arbitration or small claims court proceedings. Please read these Terms carefully.

We reserve the right, at our sole discretion, to change or modify these Terms at any time without further notice. If we change these Terms in a material way, we will post the updated Terms to on the Site. It is your responsibility to regularly review the version of the Terms of the version of the User Loyalty Agreement prior to each use of the Services. The Last Updated date at the top of this Agreement reflects the last date the Terms were modified and the date the updated Agreement was posted to the Site. If you do not agree to abide by these or any future Terms, please do not register for a Loyalty Account, and if you have already registered, please stop using and accessing the Service and deactivate your Loyalty Account. Using the Services after the Last Updated date, or maintaining a Loyalty Account after that date, constitutes your acceptance and agreement to abide by the updated Agreement and Terms.

1. The Service

1. Your Registration Obligations: You are required to register for a loyalty account with Merchant (“Loyalty Account”) at the Site and to link your PopPay account, to access and use the Service, including the Rewards. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. The Service is limited to legal residents in the 50 United States, the District of Columbia, Puerto Rico, and Canada. If you are under 13 years of age, you are not authorized to use the Service, with or without registering, and must stop use of the Service immediately. If you are between 14 and 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian who agree to these Terms. You further agree that you will not provide us any mobile device numbers not assigned to you. You agree that your use of the Service will comply with applicable law and that you will not use the Service to engage in any fraudulent or illegal activity.

2. Payment Authorization: You agree and represent to us that you are an authorized user of any credit or debit card or payment instrument (collectively “payment instrument”) you use in connection with the Service. Your use of a payment instrument is subject to the terms and conditions set forth by the entities that issue your payment instrument. You are responsible for complying with those terms and conditions.

3. Your Privacy: We respect the privacy of our users. For details please see our Privacy Policy located at https://www.popid.com/privacy . By using the Service, you consent to our collection and use of personal data as outlined therein.

4. Member Account, Password and Security: You are responsible for maintaining the confidentiality of your account and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security, and (b) ensure that you log out of your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with these requirements. Only one Loyalty Account is permitted per person for the Merchant. You agree and represent that you are not currently and will not use or maintain any other Loyalty Account with the Merchant under a different phone number. Your account and your rights under this Agreement cannot be transferred by you to any party.

5. Modifications to Service: We reserve the right to modify or discontinue, temporarily, or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

6. Rewards: By using the Service, you may have the opportunity to qualify for Rewards through promotional campaigns offered by the Merchant through the Service. In order to qualify to earn or to redeem Rewards, you must use the PopPay Check-In feature at the beginning of each transaction and must complete the transaction using PopPay Check-Out, a physical credit card, debit card, or an accepted NFC payment method, such as Apple Pay, on the same device on which you began the transaction through PopPay Check In. All Rewards made available in connection with the Service are promotional only and have no cash value. You have no property value in any Rewards. Such Rewards are made available directly by the Merchant providing such Reward, and not any other party, and are redeemable solely for the applicable goods or services of Merchant as may be determined by Merchant. Merchant, and no other person, is the provider of the Rewards and such goods and services and is solely responsible for redeeming any Rewards you obtain. PopPay is a service provided by PopID, Inc. (“PopID”) No person, including PopID, will have liability if a Merchant refuses or fails to honor any Reward. In addition, the following terms and conditions also apply to all Rewards: Rewards may not be cashed out or transferred into any other medium of exchange. Rewards are nontransferable. Redemption frequency is determined by Merchant. Use of Rewards relating to alcoholic beverages is at the sole discretion of Merchant and is subject to compliance with applicable law. Rewards cannot be combined with any other rewards, offers, vouchers, third-party certificates, coupons, or promotions, unless otherwise specified by Merchant. Merchant is not responsible for malfunctioning, lost, or stolen Rewards or Accounts. Reproduction or sale of any Reward is prohibited. Any attempted redemption not consistent with these Terms or any other restrictions imposed by the Merchant (including any Reward-specific terms associated with a Reward) will render the Reward void Rewards are void to the extent prohibited by law. Rewards may be applied only to the applicable products or services sold by Merchant that are the subject of such Rewards as determined by Merchant. Merchant may discontinue its Loyalty Program or Rewards at any time and without notice. Upon termination of a Rewards Program for whatever reason, all Rewards will become null and void and will not be redeemable for any good, service, or any other value, financial or otherwise. Notwithstanding any expiration date for points earned towards Rewards and Rewards you earn, Merchant may modify, eliminate, or void any part of the Loyalty Program or Rewards at any time and for any reason without notice and without cost.

7. Third-Party Services: You may register for the Service using third-party services and otherwise enable various third-party services to be directly integrated into your Merchant experience. By enabling third-party services within the Service, you are allowing us to pass your log-in information or other information (e.g., token authentication information) to these services for this purpose. Please remember that the manner in which third-party services use, store, and disclose your information is governed solely by the policies of such third parties, and Merchant shall have no liability or responsibility for the privacy practices or other actions of any third-party site or service. When you access a third-party service you will be subject to the privacy policy of the third-party service. In addition, Merchant is not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with third-party services, and such third-party services may revoke authentication or become unavailable at any time. As such, Merchant is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party service. Merchant enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.

8. Mobile Services: The Service includes certain services that are available via a mobile device, including the ability to upload content to the Service and the ability to browse and otherwise access the Service or certain features thereof (“Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. By using the Mobile Services, you agree that we and Merchants may communicate with you by automated SMS, MMS, text message or other electronic means to your mobile device and that information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Merchant account information.

9. SMS Alerts for Users

To protect your privacy and security, we take reasonable steps (such as SMS authentication in certain cases) to verify your identity before granting you access to the Merchant Service. You must agree to receive SMS alerts to participate in the Loyalty Program. If you do not agree to receive SMS messages, or you want to stop receiving SMS messages please deactivate your Loyalty Account. We are able to deliver messages to subscribers of most wireless carriers. Please check with your wireless carrier to confirm whether you are able to receive SMS alerts. As always, standard text message and data rates may apply for any SMS messages sent to you from us and to us from you. Message frequency depends on your interaction with the Service. If you have any questions about your text message or data plan, contact your wireless carrier.

10. Conditions of Use

1. User Conduct: You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that you, and not Merchant, are entirely responsible for all content that you upload, post, email or otherwise transmit via the Service, and for all activities and events that you facilitate via the Service.

2. Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use and may not be used for commercial endeavors.

11. Intellectual Property Rights: You acknowledge and agree that the Service may contain content (“Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Merchant, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service, if any.

In connection with your use of the Service, you shall not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. Any use of the Site, Service, or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying or related to the Service is the property of Merchant, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Merchant.

Merchant's name and logo are trademarks and service marks of Merchant (collectively the “Merchant Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Merchant. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Merchant Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Merchant Trademarks will inure to our exclusive benefit.

12. Third Party Material: Under no circumstances will Merchant be liable in any way for any content posted by third parties (including Merchants) or at the direction of users, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Service. You acknowledge that Merchant does not pre-screen content, but that Merchant and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.

13. Third Party Applications: The Service may be available or accessed in connection with Merchant applications (“Applications”) made available through third party providers such as PopID (“Providers”). Merchant and you acknowledge that these Terms are between Merchant and you only, and not with any Provider, and that as between Merchant and any Provider, Merchant, not PopID or any third party, is solely responsible for the Applications and the content thereof. Your use of those other third party services are governed by their applicable terms of use. Third parties have no obligation whatsoever to provide any maintenance or support services with respect to the Services. Merchant and you acknowledge and agree that Provider, and Provider's subsidiaries, are third party beneficiaries of these Terms with respect to the Applications made available through Provider, and that, upon your acceptance of the terms and conditions of these Terms, Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Applications as a third party beneficiary thereof.

14. Indemnity and Release: You agree to release, indemnify and hold Merchant and its affiliates and their officers, employees, directors and agents harmless from and against any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

15. Disclaimer of Warranties: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MERCHANT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MERCHANT MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

16. Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT MERCHANT, ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MERCHANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL MERCHANT' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MERCHANT IN THE LAST SIX (6) MONTHS OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

17. Individual Arbitration and Class Waiver. Any dispute or claim relating in any way to your use of the Service, other than a court action to enjoin infringement or other misuse of intellectual property rights, (“Covered Disputes”) will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

Any arbitration will be administered by New Era ADR in accordance with their Virtual Expedited Arbitration Rules and Procedures, as well as any applicable General Rules and Procedures, except as modified by the Terms. New Era ADR's Virtual Expedited Arbitration Rules and Procedures and General Rules and Procedures are both available at www.neweraadr.com/rules-and-procedures/. The arbitrator shall be selected pursuant to New Era ADR's standard rank and strike process, as set forth in New Era ADR's General Rules and Procedures. To increase the efficiency of administration and resolution of arbitrations: in the event of a claim seeking equitable relief (including injunctive relief), the arbitrator shall bifurcate the proceeding and rule on liability first, before conducting any proceedings (including discovery) related to the appropriate relief. Unless applicable law provides otherwise, the arbitration proceeding and all records pertaining to it—including but not limited to any documents prepared or produced in connection with the arbitration proceeding, as well as the hearing and the arbitration award—will be confidential and will not be disclosed to any third party, except as necessary to obtain court confirmation of the arbitration award. In the event that New Era ADR is unable to conduct the arbitration for any reason, the arbitration will be conducted by FairClaims pursuant to its FastTrack Rules & Procedures, and/or any applicable rules for consumer arbitrations, available at www.fairclaims.com. In the event that FairClaims is unable to conduct the arbitration for any reason, you and we will mutually select an alternative arbitration provider, and the arbitration will be conducted pursuant to that provider's applicable rules. If, pursuant to this paragraph, the arbitration is conducted by an arbitration provider other than New Era ADR, references to New Era ADR and its rules in the Terms shall be construed as references to that arbitration provider and its applicable rules.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial to the maximum extent permitted by law. This arbitration and class waiver agreement not only applies to Covered Disputes between you and Merchant, but also to Covered Disputes between you and any other third party who is involved in any part of the Rewards Program or services and vendors who perform services for Merchant. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable; however, in the event of a dispute about which particular version of this Agreement you agreed to, a court will decide that specific question. This arbitration agreement is intended to be broadly interpreted and will survive termination of the Terms.

As explained above, court review of the arbitrator's decision is limited pursuant to the FAA. However, in the event that the arbitrator awards injunctive relief against either you or us, the party against whom injunctive relief was awarded may—within 21 days of the arbitrator's final decision—appeal that decision to JAMS, in accordance with the following procedure: Except as otherwise provided by the Terms, the appeal will be conducted pursuant to the JAMS Optional Arbitration Appeal Procedure, available at www.jamsadr.com. The JAMS appeal panel will consist of arbitrators who are either (a) retired state or federal judges or (b) licensed attorneys with at least 20 years of active litigation experience and substantial expertise in the substantive laws applicable to the subject matter of the dispute. The JAMS appeal panel will conduct a de novo review of the arbitrator's decision. Except as provided in the FAA, there will be no right of appeal from the JAMS appeal panel's decision.

18. Choice of Law: Except as provided above in the Arbitration and Class Waiver section, these Terms will be governed by the laws of California without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and does not create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

19. Termination: You agree that Merchant, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service for any reason, including, without limitation, for lack of use or if Merchant believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for termination of your use of the Service and may be referred to appropriate law enforcement authorities. Merchant may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Merchant may immediately deactivate or delete your account and all of your related Rewards. Further, you agree that Merchant shall not be liable to you or any third party for any termination of your access to the Service.

20. General: These Terms constitute the entire agreement between you and Merchant and govern your use of the Service, superseding any prior agreements between you and Merchant with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The failure of Merchant to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Merchant nevertheless agree that the court should endeavor to give effect to Merchant' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service.

Agreed to on: Fri Oct 27 2023 23:16:23 GMT+0000 (Coordinated Universal Time)

Electronically agreed to by Jimmy Jay Chassi