Document

Part I

Kupu Trial Terms of Use

These Kupu Trial Terms of Use (the "Trial Terms") provide for the terms and conditions for the trial use of "Kupu" (hereinafter the "Trial Service") provided by Taira Promote Co., Ltd. (hereinafter the "Company"). The Japanese version of the Trial Terms shall take precedence over the English version for any differences or inconsistency between the contents of both versions.

Chapter 1　General Provisions

Article 1 (Definition of Terms)

The terms used herein have the meanings set forth in the following items:

(1) Trial User:

means a person who is approved by the Company hereunder and entitled to use the Trial Service.

(2) Registered Information:

means the name, e-mail address, password and other information registered by a Trial User with the Company, which are necessary for the Company to provide the Trial Service to the Trial User. The Registered Information shall be also used, as applicable, for regular use of Kupu after the termination of the Trial Service.

(3) Terminals:

means computers, tablets and other hardware necessary for the use of the Trial Service.

(4) User Content:

means data, texts, photographs, images, illustrations, icons, trademarks, logotypes, voices, videos and other content uploaded by a Trial User in connection with the use of the Trial Service, which are owned or possessed by the person.

Article 2 (About Trial Terms)

1. The Company shall provide, and a Trial User shall use, the Trial Service in accordance with the Trial Terms.

2. When a Trial User applies for regular use of Kupu after using the Trial Service, the Trial User shall be deemed to have consented to the terms for regular use separately prescribed by the Company.

3. Any provision of the Trial Terms that may be held invalid in whole or in part under laws and regulations shall not affect the validity of the remainder of the invalid provision or other provisions hereof. If part of the Trial Terms is held invalid or canceled with a specific Trial User, the Trial Terms shall be valid in connection with any other Trial User.

4. Any failure by the Company to exercise its right hereunder shall not entail its waiver of the right.

Article 3 (Notice)

1. The Company shall give notice to a Trial User by publication on the website operated by the Company, by e-mail to the address stated in the registered information or by other means that the Company finds appropriate.

2. When the Company gives notice to a Trial User under the preceding paragraph by the means set forth in the preceding paragraph, the notice to the Trial User shall become effective at the time of its publication on the website specified in the preceding paragraph or transmission of the e-mail, or the time separately designated by the Company, as the case may be.

Article 4 (Revision to Trial Terms)

1. Without the advance consent of a Trial User, the Company may revise the Trial Terms at any time at its discretion. Unless the Company explicitly takes other measures, the Trial Service after a revision to the Trial Terms shall be provided under the conditions specified in the revised Trial Terms.

2. In the case of a revision to the Trial Terms under the preceding paragraph, the Company shall, by the revision date, give a Trial User notice of contents of the revised Trial Terms by the publication on the website operated by the Company. However, this does not apply to a minor revision where the Company finds that it would not cause any particular disadvantage to a Trial User.

3. Unless otherwise specified by the Company, the revised Trial Terms shall be effective from the revision date specified by the revised Trial Terms published on the website operated by the Company. A Trial User, who uses the Trial Service after the revision to the Trial Terms takes effect, shall be deemed to have consented to all content of the revised Trial Terms.

Chapter 2　Trial Service

Article 5 (Contents of Trial Service)

1. The Trial Service means a service where Kupu is available without charge during a period designated by the Company. The Kupu is a cloud service for use by a Trial User, under the conditions designated by the Company, by accessing (with the use of an Internet browser) a server established by the Company and logging into it by an ID and password. The Company shall grant a Trial User the non-exclusive right to use the Trial Service on the condition that the Trial User complies with the Trial Terms.

2. The types and contents of the Trial Service provided by the Company shall be as specified in the page introducing the functions of the Trial Service. However, the Company may, without the consent of a Trial User, at any time, change or terminate all or part of the Trial Service. A Trial User may not raise any objection to such steps taken by the Company, and the Company shall under no circumstances be responsible for any damage caused to a Trial User by such steps.

3. The recommended environment for the use of the Trial Service shall be as specified in the page introducing the functions of the Trial Service. A Trial User shall use the Trial Service in the recommended environment.

4. With the aim of adding or improving functions of the Trial Service, the Company may at its discretion change the functions, interfaces, security, availability, content or any other information of the Trial Service or the Software (hereinafter an "Update"). Without advance notice to, and without the consent of a Trial User, the Company may provide an Update by a method determined by the Company. However, the Company shall not be responsible to provide an Update or guarantee that an Update will maintain the functions and performance of the Trial Service before the Update. A Trial User may not raise any objection to such steps taken by the Company, and the Company shall under no circumstances be responsible for any damage caused to a Trial User by such steps.

5. All intellectual property rights including patent rights, utility model rights, design rights, trademark rights and copyrights, and any other rights pertaining to the components, tangible or intangible, constituting the Trial Service (including software programs, databases, icons, images, writings and other related documents) shall be vested in the Company. A Trial User is entitled to use the Trial Service in accordance with the Trial Terms; however, a Trial User shall acquire no intellectual property or other rights pertaining to the Trial Service.

6. Without the consent of a Trial User, the Company may at its discretion consign to a third party (hereinafter the "Consignee") all or part of the necessary operations to provide the Trial Service.

7. The Trial Service uses the Amazon Web Service (hereinafter "AWS") as a cloud server. By consenting to the Trial Terms, a Trial User shall be deemed to have consented to the following statements and the agreements, etc. concerning the use of AWS (AWS Privacy Notice https://aws.amazon.com/privacy):

(1) The management and operation of AWS shall be solely undertaken by the Company.

(2) Registered information of a Trial User may be provided to AWS.

(3) At the same time as the expiration of a period of the Trial Service, all rights of a Trial User to AWS shall be transferred to the Company.

Article 6 (Formation of Trial Service Use)

1. An applicant for the use of the Trial Service (hereinafter an "Applicant") shall apply for the use of the Trial Service (hereinafter a "Trial Application") in a manner designated by the Company.

2. A Trial Service shall become effective when the Company sends notice of acceptance of a Trial Application in a manner determined by the Company. An Applicant shall make the relevant application after consenting to the contents of the Trial Terms; when an Applicant makes an application, the Company shall deem that the Applicant has consented to the contents of the Trial Terms.

3. Notwithstanding the preceding paragraphs or any other provisions of the Trial Terms, the Company may deny or withhold the consent to the use of the Trial Service, in any of the following cases. However, the Company shall not disclose to an Applicant the reason for the denial or withholding of the consent.

(1) If an Applicant does not exist;

(2) If an Applicant has already used the Trial Service;

(3) If an e-mail or other notice of the Company fails to reach an Applicant;

(4) If there is any false, erroneous or omitted information in the submission from which the Company requested from an Applicant at the time of application;

(5) If an Applicant is suspected to have any other purpose for using the Trial Service other than the intended purposes thereof, including assessment or analysis thereof;

(6) If the Company has taken any action against an Applicant with respect to any other service of the Company than the Trial Service due to violation of the terms of the service or other reasons;

(7) If an Applicant falls under any item of paragraph 1 of Article 20 or engages in any activity that falls under any item of paragraph 2 of the same Article; or

(8) If the Company has any other reasonable reason for deeming an Applicant inappropriate.

Article 7 (Period of Trial Service)

The Trial Service shall be available for a period of 14 days from the time an Applicant completes an application.

Article 8 (Principle of Self-responsibility)

1. A Trial User shall procure and maintain at his/her/its own expense and responsibility a Terminal for use by the Trial User, telecommunications lines connected to the Trial Service, and other usage environments of the Trial User, and the Company shall under no circumstances be responsible for any of them.

2. A Trial User shall be solely responsible for the use of the Trial Service and all acts of the Trial User in the Trial Service (including but not limited to registration, viewing, deletion and transmission of information) and results thereof, and the Company shall under no circumstances be responsible for any of those acts or results.

3. A Trial User shall guarantee that his/her/its User Content does not infringe upon any intellectual property or other rights of a third party.

4. If a Trial User causes any damage to a third party in using the Trial Service, or a third party makes any claim or complaint due to any reason attributable to a Trial User, the Trial User shall deal with and settle it at his/her/its own responsibility and expense. The same applies where any damage is caused by a third party to a Trial User in connection with the use of the Trial Service, or where a Trial User makes any claim or complaint against a third party.

5. If a Trial User causes any damage to the Company due to a reason attributable to the Trial User (including but not limited to violation of the Trial Terms), the Trial User shall compensate the Company for the damage (including attorney’s fees).

Article 9 (ID and Password)

1. The Company shall provide a Trial User with an ID and password (hereinafter an "ID").

2. A Trial User shall strictly manage the ID to prevent its unauthorized use.

3. A Trial User who comes to know that his/her/its ID is being or is likely to be used without authorization shall immediately give notice and follow the instruction of the Company.

4. A Trial User shall under no circumstances have a third party use his/her/its ID, and shall not disclose, loan, transfer, pledge, buy or sell it or engage in any other similar activities.

5. The Company shall under no circumstances be responsible for any damage incurred by a Trial User or a third party due to insufficient management, misuse or use by a third party of his/her/its ID.

6. If a third party uses the Trial Service with the use of the ID of a Trial User, the use shall be deemed to be use by the Trial User, and the Trial User shall compensate for any damage that may be caused to the Company due to such use (including attorney’s fees).

Article 10 (Change to Registered Information)

1. If there is any change to the registered information, a Trial User shall promptly notify the Company of contents thereof. Depending on the changed item of information, the Company may request a Trial User to submit materials proving the changed item.

2. Even if the failure to give notice under the preceding paragraph gives rise to a delay or failure in the arrival of notice from the Company, the notice shall be deemed to have reached at the time it usually arrives, and the Company shall under no circumstances be responsible for any damage caused to the Trial User due to those reasons.

Article 11 (Suspension of Trial Service)

1. Without advance notice to a Trial User, the Company may temporarily suspend the provision of the Trial Service in whole or in part, in any of the following cases:

(1) If maintenance or inspection, whether periodical or emergency, is effectuated for any equipment for the Trial Service;

(2) If the Trial Service cannot be provided due to a fire, power failure or other accident;

(3) If the Trial Service cannot be provided due to an earthquake, eruption, flood, tsunami or other natural disaster;

(4) If the Trial Service cannot be provided due to a war, upheaval, riot, disturbance, strike or other similar event; or

(5) If the Company finds that the Trial Service is required to be temporarily suspended due to any operational or technical reason.

2. Even if a Trial User is unable to use the Trial Service due to delay or suspension of the provision of the Trial Service in whole or in part arising from any cause specified in the preceding paragraph, the Company shall under no circumstances be responsible for any damage to the Trial User or any third party arising from it, unless provided otherwise in the Trial Terms.

Article 12 (Abolition of Trial Service)

1. Without the advance consent of a Trial User, the Company is entitled to abolish the Trial Service in whole or in part at any time at its own discretion.

2. If the Trial Service is abolished in whole or in part under this Article, the Company shall under no circumstances be responsible for anything resulting from the abolition.

Article 13 (Non-warranty and Indemnity)

1. Unless the Trial Terms explicitly provide for it, the Company does not provide any warranty whatsoever with respect to the Trial Service, whether explicit or implicit, under laws and regulations or otherwise, including the warranty on its reliability (the accuracy, continuity, completeness or certainty), or its usefulness, availability, serviceability, security protection, being free from any errors or viruses, satisfying quality, or fitness for particular purpose of a Trial User; the Company shall under no circumstances be responsible for any damage incurred by a Trial User or any third party due to any of the above.

2. Regardless of the legal grounds for the claim including liability for default and tort liability, the Company shall under no circumstances be responsible for any damage caused to a Trial User or any third party due to any of the following items:

(1) Wars, conflicts, revolutions, riots, disturbances, the act of terrorism, contagious diseases, fires, flood damage, earthquakes, natural disasters, explosions, the act of a governmental organization including embargo, strikes or other labor disputes, the unavailability or instability of the Internet, power failure, or any other force majeure events;

(2) Failure of the data center or other facilities for the Trial Service;

(3) Periodical or emergency maintenance or inspection for the Trial Service;

(4) Virus infection of any equipment for the Trial Service by a kind of computer virus against which neither a virus pattern nor virus definition file is provided by a third party whose anti-virus software the Company has adopted;

(5) Unauthorized access or attacks against any equipment for the Trial Service or interception in a communication channel by a third party, which cannot be prevented with the due care of a prudent manager;

(6) Damage caused by inadequate telecommunications service provided by a telecommunications carrier;

(7) Malfunction of the Internet connection service used by a Trial User or other problems in the connection environment of a Trial User;

(8) Inferior quality or insufficient specs of the information terminal or other hardware used by a Trial User or other problems of hardware (including incompatibility);

(9) Inferior quality, insufficient specs or wrong configuration of the OS of the information terminal or other software used by a Trial User, or other problems of software (including incompatibility);

(10) Compulsory disposition under the court’s ruling, decision or order, or laws and regulations; or

(11) Any other cause not attributable to the Company.

3. A Trial User acknowledges in advance that the Company does not warrant the Trial Service supports all Terminals, and that an OS upgrade of the Terminal used for the Trial Service may give rise to a problem in the behavior of the Trial Service. The Company does not warrant that when such problem occurs, it will be fixed by program modification or other measures of the Company, and the Company shall under no circumstances be responsible for any damage caused to a Trial User or any third party due to such problem.

4. A Trial User acknowledges in advance that revision to the terms of service or operational policy of a distribution service may give rise to limitations in the use of the Trial Service in whole or in part. The Company shall under no circumstances be responsible for such limitations.

5. The Company shall under no circumstances be responsible for any dispute between Trial Users or between a Trial User and a third party arising from his/her/its use of the Trial Service or User Content.

6. The Company shall under no circumstances be responsible for any damage caused to a Trial User because User Content becomes available, for compelling operational reasons, to any person other than those to whom it is supposed to be available.

7. If the Company undertakes any liability for damages to a Trial User, the Company’s liability for damages shall be limited to the ordinary and direct damage actually incurred by the Trial User. However, the scope of damages shall be up to the amount obtained by multiplying a day’s usage fee of Kupu (calculated on a per diem basis from the monthly fee) by the period of use set forth in Article 7. This paragraph applies to any and all liabilities for damages that the Company may undertake to a Trial User, regardless of the legal grounds for the claim including liability for default and tort liability.

Article 14 (Prohibitions)

1. In using the Trial Service, a Trial User shall not engage in any of the following acts:

(1) An act in violation of laws and regulations;

(2) An act in violation of the court’s ruling, decision or order, or an administrative measure with a binding effect under laws and regulations;

(3) An act contrary to public order and morals;

(4) An act in violation of any provision herein;

(5) An act that discriminates against, or slanders or defames a third party, or an act that damages the reputation or credibility of a third party;

(6) An act of infringing any portrait rights, privacy rights or other moral rights, publicity rights, or other rights of a third party;

(7) An act of interfering with the use of the Trial Service by another Trial User;

(8) An act of attempting to analyze the source code of the Trial Service or Software by disassembling, decompiling, reverse engineering, or other means;

(9) An act of unauthorized access or cracking to hardware or software, or any other act of causing an obstacle to any equipment constituting the Trial Service;

(10) An act of accessing the Trial Service in such a manner that causes damage to, makes unusable, imposes excessive load on, or harms the Trial Service;

(11) An act of using, or attempting to obtain, the ID of a third party;

(12) An act of attempting to make unauthorized access to a system of the Trial Service or User Content of another Trial User;

(13) An act of tampering, or damaging the completeness of User Content of another Trial User in the Trial Service;

(14) An act of tampering or deleting any content of the Trial Service or information made available by the Trial Service;

(15) An act of sending or posting a virus or other harmful computer program;

(16) An act of interfering with the use or operation of a third party's equipment or equipment for the Trial Service;

(17) An act of interfering with the provision of the Trial Service;

(18) An act of sending or posting a picture, document or other content that is obscene or falls under child pornography or abuse;

(19) An act of uploading, posting, sending e-mail, or providing by any other means any advertisements, promotional materials, junk, spam or chain mails that are unwanted or impermissible, or solicitation for a pyramid scheme or affiliate link;

(20) An act of accessing the Trial Service with the aim of (i) measuring the quality, performance or functions of the Trial Service or using it as a bench mark, (ii) developing a competing product or the Trial Service, or (iii) imitating or reproducing the characteristics or functions of the Trial Service;

(21) An act of, without the advance consent of the Company, using an ID for the Trial Service jointly with multiple corporations or bodies, or an act of having a third party (including but not limited to group companies) use the Trial Service with the use of its ID;

(22) An act of, without the advance consent of the Company, using any kind of e-mail address for an ID or registered information, which may give rise to presumption that the ID is used jointly with multiple persons such as the persons on a mailing list;

(23) An act that is likely to fall under any item of this paragraph, encourages, whether directly or indirectly, any act of the preceding items of this paragraph, or is similar to any of those acts; or

(24) Any other act that the Company finds inappropriate.

2. If a Trial User comes to know that any act set forth in any item of the preceding paragraph is or is likely to be committed, the Trial User shall immediately notify the Company.

Article 15 (Protection of Trial User Content)

1. The copyrights and other intellectual property rights pertaining to Trial User Content shall be vested in the Trial User.

2. Without the consent of the Trial User, the Company shall not engage in any of the following acts:

(1) An act of viewing or altering User Content; provided, however, that this does not apply where the Company finds it necessary;

(2) An act of using User Content outside the Trial Service;

(3) An act of disclosing User Content to a third party; provided, however, that this does not apply where disclosure is required under laws and regulations, the securities exchange rules, the rules of the Securities Business Association, or by a court, competent authority, investigation agency or other public institution; or

(4) An act of accessing User Content; provided, however, that this does not apply where it is necessary for providing the Trial Service (including but not limited to maintenance and improvement thereof), preventing or responding to business or technical issues (hereinafter collectively the "Provision of the Trial Service"), or supporting the use by a Trial User of the Trial Service.

Article 16 (Backup of Data)

1. The Company shall not be responsible for keeping User Content, and a Trial User shall keep at his/her/its own responsibility the necessary information with respect to data entered, provided or transmitted in connection with the use of the Trial Service.

2. Notwithstanding the preceding Article, when it is necessary for the Provision of the Trial Service, the Company may reproduce User Content and databases stored in a server in the facility for the Trial Service, to the extent necessary for a backup kept for the Provision of the Trial Service.

Chapter 3　General Clauses

Article 17 (Confidentiality)

1. Without the advance consent of the other party, neither a Trial User nor the Company shall disclose any technical, business or other information of the other party disclosed by the other party in connection with the use of the Trial Service by specifying its confidential nature (hereinafter "Confidential Information") to any third party (excluding a Consignee with respect to Confidential Information of a Trial User). However, information is not Confidential Information if it is information that:

(1) is already possessed by a party to whom Confidential Information is disclosed (hereinafter the "Receiving Party") at the time of disclosure by the other party;

(2) is already known to the public at the time of disclosure by the other party;

(3) becomes, after disclosure by the other party, part of the public domain through no fault of the Receiving Party;

(4) is, after disclosure by the other party, lawfully obtained by the Receiving Party from a third party without undertaking confidentiality obligations; or

(5) is independently developed by the Receiving Party without using Confidential Information.

2. The Receiving Party shall not use Confidential Information for any purpose other than the use or provision of the Trial Service.

3. The preceding two paragraphs do not apply where the Receiving Party is required under laws and regulations, the securities exchange rules, the rules of the Securities Business Association, or by a court, public agency, investigation agency or other public institution. However, in this case, the Receiving Party shall notify the other party without delay after disclosure.

4. To the extent necessary for the purposes set forth in paragraph 2 of this Article, the Receiving Party may reproduce documents, electronic media and other tangible objects containing Confidential Information, and Confidential Information recorded in electronic media in his/her/its custody. In this case, however, the Receiving Party shall manage and keep such reproductions in the same manner as for Confidential Information.

5. The provisions of this Article shall remain effective for a period of one year after the expiration of a period of trial use.

Article 18 (Handling of Personal Information)

The Company shall manage and protect personal information of a Trial User in accordance with the privacy policy provided by the Company.

Article 19 (Information Use by Company)

The Company may create and use statistical analysis information by using registered information, information on actual results of use of the Trial Service, log data, etc. with the aim of improving the quality or the level of satisfaction of the Trial Service and Software or of conducting advertisements or other marketing activities.

Article 20 (Exclusion of Antisocial Forces)

1. A Trial User and the Company, respectively, represent and warrant that the party, its officers, employees in an important position, or shareholders with substantial influence on its management currently do not fall under, and shall never fall under in the future any of the following items:

(1) An organized crime group, member of such group, a person for whom five (5) years have not yet passed since the person ceased to be a member of an organized crime group, an associate member of or company affiliated with an organized crime group, corporate racketeer, thug engaging in criminal activities under the pretext of conducting social campaigns or other activities, crime group specialized in intellectual crimes, or any other equivalent person (hereinafter a "Crime Group Member");

(2) A person having such relationship that indicates that a Crime Group Member controls its management;

(3) A person having such relationship that indicates that a Crime Group Member is substantially involved in its management;

(4) A person having such relationship that indicates that the person illegally uses a Crime Group Member, including with the aim of obtaining wrongful profit for the party or a third party or harming a third party;

(5) A person having such relationship that indicates that the person provides a Crime Group Member with funds or other benefit or gets involved with it in any other way; or

(6) A person having an officer or other person substantially involved in its management who has such relationship with a Crime Group Member that should be socially condemned.

2. Neither a Trial User nor the Company shall engage in any of the following acts, whether by itself of using a third party:

(1) Violent demands;

(2) Unreasonable demands that go beyond the limits of legal liability;

(3) An act of making intimidating speech or behavior or using violence in connection with transactions;

(4) An act of damaging the credibility or interfering with the business of the other party by spreading a rumor or by the use of fraudulent means or force; or

(5) Any other act equivalent to any of the preceding items.

3. If a Trial User violates any provision of the preceding two paragraphs, the Company may immediately revoke the use of the Trial Service.

4. The Company shall undertake no obligations or responsibilities whatsoever for any damage incurred by the other party due to the rescission under the preceding paragraph.

Article 21 (Rescission and Measures against Violation of Trial Terms)

1. If the Company finds that a Trial User falls or is likely to fall under any of the following items, the Company may at its discretion, without any notice or demand to the Trial User, take measures against the Trial User, which are any of, or any combination of, deletion of all or part of the information posted in the Trial Service, temporarily suspending or imposing limitations on the use of the Trial Service, or deleting the ID (hereinafter "Suspension"). However, when the Company finds that a Trial User falls or is likely to fall under any of the following items, the Company shall not be liable to take measures of Suspension:

(1) If the person violates any provision hereof;

(2) If the person falls under any item of paragraph 3 of Article 6;

(3) If it turns out that all or part of the information submitted to the Company is false;

(4) If a petition is filed for the commencement of bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation or other similar proceedings with respect to the person; if the person incurs suspension of transactions in a bill clearinghouse; if a petition is filed for an order of seizure, provisional seizure or provisional disposition against the person as the debtor; if a petition for public auction is filed; if the person incurs an attachment for delinquent tax; or if the person’s financial circumstances are found to have deteriorated or be likely to deteriorate in a level equivalent to any of them;

(5) If the person engages in any fraudulent act or other breach of trust, including cases where any warranty hereunder is false;

(6) If a Trial User or its agent, representative or employee violates any laws and regulations, or if the Company finds that the credibility of the Company is likely to be damaged otherwise; or

(7) If there are other reasonable grounds for the Company to decide that the use of the Trial Service cannot be continued.

2. The Company shall under no circumstances be responsible for any damage caused to a Trial User due to any measure taken by the Company under this Article.

Article 22 (Steps after Expiration of Trial Service Period)

1. After the expiration of a period of the Trial Service, a Trial User may not use the Trial Service.

2. Upon the expiration of a period of the Trial Service, after the elapse of a given period from the expiration date, the Company shall, without any notice to a Trial User, erase User Content, registered information and other information concerning the Trial User (which includes the reproduced data under Article 16, but excludes information on actual results of use of the Trial Service and operational logs of the Trial User). In this case, the Company shall under no circumstances be responsible for any damage caused to the Trial User due to such erasure.

Article 23 (Governing Law)

The Trial Terms shall be governed by the laws of Japan.

Article 24 (Agreed Jurisdiction)

For any action arising in connection with the Trial Service, the agreed exclusive jurisdiction of first instance shall be the Nagoya District Court or the Toyota Summary Court which has jurisdiction over the head office location of Taira Promote.

Part II

Kupu Terms of Use

These Kupu Terms of Use (the "Terms") provide for the terms and conditions for the use of "Kupu" (including customized products; hereinafter the "Service") provided by Taira Promote Co., Ltd. (hereinafter the "Company"). The Japanese version of the Terms shall take precedence over the English version for any differences or inconsistency between the contents of both versions.

Chapter 1　General Provisions

Article 1 (Definition of Terms)

The terms used herein have the meanings set forth in the following items:

(1) The Agreement:

means a contract concluded hereunder between the Company and a Subscriber concerning the use of the Service.

(2) Subscriber:

means a company, corporation or other body who concludes the Agreement with the Company hereunder to receive the Service.

(3) Users:

means persons who are approved by a Subscriber under the Agreement and entitled to use the Service under such approval.

(4) Registered Information:

means the name, address, e-mail address, password and other information registered by a Subscriber with the Company, which are necessary for the Company to provide the Service to the Subscriber.

(5) Terminals:

means computers, smartphones,tablets and other hardware necessary for the use of the Service.

(6) Consumption Taxes:

means the amount of consumption taxes imposed under the Consumption Tax Act and laws and regulations related thereto, the amount of local consumption taxes imposed under the Local Tax Act and laws and regulations related thereto, and other taxes and public dues that should be borne by a Subscriber incidental to payments.

(7) Subscriber Content:

means data, texts, photographs, images, illustrations, icons, trademarks, logotypes, voices, videos and other content uploaded by a Subscriber in connection with the use of the Service, which are owned or possessed by the person.

Article 2 (About Terms)

1. The Company shall hereunder provide the Service pursuant to the contents of the Agreement, and a Subscriber shall use it pursuant to the contents of the Agreement and shall have Users comply with the contents of the Agreement.

2. The Company shall provide for individual terms and guidelines for individual services provided by the Company (hereinafter "Individual Terms"). Regardless of the title, Individual Terms constitute part of these Terms.

3. Individual Terms shall take precedence over these Terms for any inconsistency between their contents. Any matter not provided in Individual Terms shall be governed by these Terms.

4. Any provision of these Terms or Individual Terms (hereinafter the "Terms and Conditions") that may be held invalid in whole or in part under laws and regulations shall not affect the validity of the remainder of the invalid provision or other provisions of the Terms and Conditions. If part of the Terms and Conditions is held invalid or canceled with a specific Subscriber, the Terms and Conditions shall be valid in connection with any other Subscriber.

5. Any failure by the Company to exercise its right hereunder shall not entail its waiver of the right.

Article 3 (Notice)

1. Unless otherwise provided by the Agreement, the Company shall give notice to a Subscriber by the publication in the website operated by the Company, by e-mail to the address stated in the Registered Information or by other means that the Company finds appropriate.

2. When the Company gives notice to a Subscriber under the preceding paragraph by the means set forth in the preceding paragraph, the notice to the Subscriber shall become effective at the time of its publication on the website specified in the preceding paragraph or transmission of the e-mail, or the time separately designated by the Company, as the case may be.

Article 4 (Revision to Terms and Conditions)

1. Without the advance consent of a Subscriber, the Company may revise the Terms and Conditions at any time at its discretion. Unless the Company explicitly takes other measures, the Service after a revision to the Terms and Conditions shall be provided under the conditions specified in the revised Terms and Conditions.

2. In the case of a revision to the Terms under the preceding paragraph, the Company shall, by the revision date, give a Subscriber notice of contents of the revised Terms by the publication on the website operated by the Company. However, this does not apply to a minor revision where the Company finds that it would not cause any particular disadvantage to a Subscriber.

3. Unless otherwise specified by the Company, the revised Terms shall be effective from the revision date specified by the revised Terms published on the website operated by the Company. A Subscriber, who uses the Service after the revision to the Terms takes effect, shall be deemed to have consented to all content of the revised Terms.

Chapter 2　Service

Article 5 (Contents of Service)

1. The Service is a cloud service for use, under the conditions designated by the Company, by a Subscriber or other relevant persons by accessing (with the use of an Internet browser) a server established by the Company and logging into it by ID and password. The Company shall grant a Subscriber the non-exclusive right to use the Service on the condition that the Subscriber and Users comply with the Terms and Conditions.

2. The types and contents of the Service provided by the Company shall be as specified in the page introducing the functions of the Service. However, the Company may, without the consent of a Subscriber, at any time, change or terminate all or part of the Service. A Subscriber may not raise any objection to such steps taken by the Company, and the Company shall under no circumstances be responsible for any damage caused to a Subscriber by such steps.

3. The recommended environment by the Company for the use of the Service shall be as specified in the page introducing the functions of the Service. A Subscriber shall use the Service in the recommended environment.

4. With the aim of adding or improving functions of the Service, the Company may at its discretion change the functions, interfaces, security, availability, content or any other information of the Service or the Software (hereinafter an "Update"). Without advance notice to, and without the consent of a Subscriber, the Company may provide an Update by a method determined by the Company. However, the Company shall not be responsible to provide an Update or guarantee that an Update will maintain the functions and performance of the Service before the Update. A Subscriber may not raise any objection to such steps taken by the Company, and the Company shall under no circumstances be responsible for any damage caused to a Subscriber by such steps.

5. All intellectual property rights including patent rights, utility model rights, design rights, trademark rights and copyrights, and any other rights pertaining to the components, tangible or intangible, constituting the Service (including software programs, databases, icons, images, writings and other related documents) shall be vested in the Company. A Subscriber is entitled to use the Service in accordance with the Terms; however, a Subscriber shall acquire no intellectual property or other rights pertaining to the Service.

6. Without the consent of a Subscriber, the Company may at its discretion consign to a third party (hereinafter the "Consignee") all or part of the necessary operations to provide the Service.

7. The Service uses the Amazon Web Service (hereinafter "AWS") as a cloud server. By consenting to the Terms, a Subscriber shall be deemed to have consented to the following statements and the agreements, etc. concerning the use of AWS (AWS Privacy Notice https://aws.amazon.com/privacy):

(1) The management and operation of AWS shall be solely undertaken by the Company.

(2) A fee for the Service shall include the charge for the use, management and operation of AWS.

(3) Registered information of a Subscriber may be provided to AWS.

(4) At the same time as the expiration of a contract period of the Service, all rights of a Subscriber to AWS shall be transferred to the Company.

Article 6 (Formation of Agreement)

1. An applicant for the use of the Service (hereinafter an "Applicant") shall apply for the use of the Service (hereinafter a "Application") in a manner designated by the Company.

2. The Agreement shall become effective when the Company sends notice of acceptance of an Application in a manner determined by the Company. An Applicant shall make an Application after consenting to the contents of the Terms; when an Applicant makes an Application, the Company shall deem that the Applicant has consented to the contents of the Terms of Use.

3. Any Application made by an Applicant under this Article shall be deemed, with respect to the conclusion of the Agreement, to have been made under legitimate and legal authorization by the company or other organization of the Applicant.

4. Notwithstanding the preceding paragraphs or any other provisions of the Terms and Conditions, the Company may deny or withhold the consent to an Application, if an Applicant falls under any of the following items:

(1) If an Applicant does not exist;

(2) If an e-mail or other notice of the Company fails to reach an Applicant;

(3) If there is any false, erroneous or omitted information in the submission from which the Company requested from an Applicant at the time of application;

(4) If an Applicant has ever been in arrears of payment of usage fees or attempted to illegally evade such payment;

(5) If the Company has ever rescinded the Agreement on the ground of an Applicant’s violation of the Agreement;

(6) If an Applicant is suspected to have any other purpose for using the Service other than the intended purposes thereof, including assessment or analysis thereof;

(7) If the Company has taken any action against an Applicant with respect to any other service of the Company than the Service due to violation of the terms of the service or other reasons;

(8) If an Applicant falls under any item of paragraph 1 of Article 23 or engages in any activity that falls under any item of paragraph 2 of the same Article;

(9) If an Applicant fails to pay a usage fee set forth in Article 12 by the date designated by the Company; or

(10) If the Company has any other reasonable reason for deeming an Applicant inappropriate.

5. If the Company denies or withholds the consent to an Application under the preceding paragraph, the Company shall give the Applicant notice to such effect. However, the Company shall undertake no responsibility whatsoever for its denial or withholding of the consent. The Company shall not disclose to an Applicant the reason for the denial or withholding of the consent.

6. Once the Agreement becomes effective under paragraph 2 of this Article, a Subscriber may not cancel an Application, except for cancellation under Article 24.

Article 7 (Effective Period of Agreement)

1. The effective period of the Agreement (hereinafter the "Period") shall be one year from the day on which the Company consents, for an Application by an Applicant for the Service, that the Applicant may use the Service (hereinafter the "Consent Date"). The Consent Date is a day on which the Company sends to a Subscriber the ID and password set forth in Article 10, and the period shall be reckoned from that day.

2. The Agreement shall be automatically renewed (with the renewal date being the day following the expiration date of a Period) for successive one year terms with the same contents, unless a Subscriber gives the Company notice of its intent to cancel it in a manner designated by the Company at least one month prior to the expiration of the then current Period. After renewal of the Agreement under this paragraph, if a Subscriber intends to cancel the Agreement, the matter shall be dealt with under Article 24.

Article 8 (Principle of Self-responsibility)

1. A Subscriber shall procure and maintain at his/her/its own expense and responsibility a Terminal for use by the Subscriber, telecommunications lines connected to the Service, and other usage environments of the Subscriber, and the Company shall under no circumstances be responsible for any of them.

2. A Subscriber, shall be solely responsible for the use of the Service and all acts of the Subscriber in the Service (including but not limited to registration, viewing, deletion and transmission of information) and results thereof, and the Company shall under no circumstances be responsible for any of those acts or results.

3. A Subscriber shall guarantee that his/her/its Subscriber Content does not infringe upon any intellectual property or other rights of a third party.

4. If a Subscriber causes any damage to a third party in using the Service, or a third party makes any claim or complaint due to any reason attributable to a Subscriber, the Subscriber shall deal with and settle it at his/her/its own responsibility and expense. The same applies where any damage is caused by a third party to a Subscriber in connection with the use of the Service, or where a Subscriber makes any claim or complaint against a third party.

5. If a Subscriber causes any damage to the Company due to a reason attributable to the Subscriber (including but not limited to violation of the Terms), the Subscriber shall compensate the Company for the damage (including attorney’s fees).

Article 9 (Users and Management Representative)

A Subscriber shall have a person responsible for the contract manage and supervise compliance with the Terms and Conditions, and shall as a contractor, undertake responsibilities regarding any and all indications of intent, notices and other acts of Users.

Article10 (ID and Password)

1. The Company shall provide a Subscriber and Users with an ID and password (hereinafter an "ID").

2. A Subscriber shall strictly manage the ID to prevent its unauthorized use.

3. A Subscriber who comes to know that his/her/its ID is being or is likely to be used without authorization shall immediately give notice and follow the instruction of the Company.

4. A Subscriber shall under no circumstances have a third party use his/her/its ID, and shall not disclose, loan, transfer, pledge, buy or sell it or engage in any other similar activities.

5. The Company shall under no circumstances be responsible for any damage incurred by a Subscriber or a third party due to insufficient management, misuse or use by a third party of his/her/its ID.

6. If a third party uses the Service with the use of the ID of a Subscriber, etc., the use shall be deemed to be use by the Subscriber, etc., and the Subscriber, etc. shall be responsible for the payment of usage fees for such use and all other liabilities. The Subscriber, etc. shall also compensate for any damage that may be caused to the Company due to such use (including attorney’s fees).

Article 11 (Change to Registered Information)

1. If there is any change to the registered information, a Subscriber shall promptly notify the Company of contents thereof. Depending on the changed item of information, the Company may request a Subscriber to submit materials proving the changed item.

Article 12 (Usage Fees for Service)

1. The usage fees for the Service (hereinafter "Usage Fees") shall be as specified in the page for charges. However, without the advance consent of a Subscriber, the Company may revise the Usage Fees at its discretion.

2. Under the Agreement, a Subscriber shall pay, in a manner designated by the Company, a Usage Fee for the use of the Service during the Period as specified in the page for charges set forth in the preceding paragraph, together with the Consumption Taxes on it. However, the initial cost shall not be allocated to a monthly Usage Fee or any other money payable by a Subscriber to the Company under the Agreement. In the case of a bank transfer, the transfer fee shall be borne by the Subscriber.

3. Regardless of the date of commencement or termination of the Agreement, a Usage Fee shall not be calculated on a per diem basis, unless explicitly provided for by the Terms and Conditions otherwise.

4. If a Subscriber fails to pay a Usage Fee by the designated date of payment, the Subscriber shall pay the Company late fees calculated at the rate of 14.6% per annum for a period from the day following date of payment until the full payment has been made.

5. Even if the Agreement terminates for whatever reason prior to the expiration of the Period, no Usage Fee shall be returned, unless otherwise explicitly provided for by the Terms and Conditions.

6. Even if during the Period, the Service becomes unavailable due to suspension or discontinuance of the provision of the Service or any other reason, no Usage Fee shall be returned, unless otherwise explicitly provided for by the Terms and Conditions.

7. If any dispute arises between a Subscriber and a financial institution regarding the payment of a Usage Fee, the Subscriber shall settle it at its own responsibility and burden, and the Company shall under no circumstances be responsible for it.

Article 13 (Suspension of Service)

1. Without advance notice to a Subscriber, the Company may temporarily suspend the provision of the Service in whole or in part, in any of the following cases:

(1) If maintenance or inspection, whether periodical or emergency, is effectuated for any equipment for the Service;

(2) If the Service cannot be provided due to a fire, power failure or other accident;

(3) If the Service cannot be provided due to an earthquake, eruption, flood, tsunami or other natural disaster;

(4) If the Service cannot be provided due to a war, upheaval, riot, disturbance, labor dispute or other similar event; or

(5) If the Company finds that the Service is required to be temporarily suspended due to any operational or technical reason.

2. Even if a User is unable to use the Service due to delay or suspension of the provision of the Service in whole or in part arising from any cause specified in the preceding paragraph, the Company shall under no circumstances be responsible for any damage to the User or any third party arising from it, unless provided otherwise in the Terms and Conditions.

Article 14 (Abolition of Service)

1. Without the advance consent of a Subscriber, the Company is entitled to abolish the Service in whole or in part at any time at its own discretion.

2. If the Service is abolished in whole or in part, the Company shall give a Subscriber notice at least six (6) months prior to the date of abolition. However, this does not apply where there is any cause that cannot be anticipated by commercially reasonable efforts of the Company or any other inevitable cause including enactment, revision or abolition of laws and regulations or rules, or a natural disaster.

3. If the Service is abolished in whole or in part under this Article, the Company shall under no circumstances be responsible for anything resulting from the abolition.

Article 15 (Non-warranty and Indemnity)

1. Unless the Terms explicitly provide for it, the Company does not provide any warranty whatsoever with respect to the Service, whether explicit or implicit, under laws and regulations or otherwise, including the warranty on its reliability (the accuracy, continuity, completeness or certainty), or its usefulness, availability, serviceability, security protection, being free from any errors or viruses, satisfying quality, or fitness for particular purpose of a Subscriber; the Company shall under no circumstances be responsible for any damage incurred by a Subscriber or any third party due to any of the above.

2. Regardless of the legal grounds for the claim including liability for default and tort liability, the Company shall under no circumstances be responsible for any damage caused to a Subscriber or any third party due to any of the following items:

(2) Failure of the data center or other facilities for the Service;

(3) Periodical or emergency maintenance or inspection for the Service;

(4) Virus infection of any equipment for the Service by a kind of computer virus against which neither a virus pattern nor virus definition file is provided by a third party whose anti-virus software the Company has adopted;

(5) Unauthorized access or attacks against any equipment for the Service or interception in a communication channel by a third party, which cannot be prevented with the due care of a prudent manager;

(6) Damage caused by inadequate telecommunications service provided by a telecommunications carrier;

(7) Malfunction of the Internet connection service used by a Subscriber and Users or other problems in the connection environment of a Subscriber and Users;

(8) Inferior quality or insufficient specs of the information terminal or other hardware used by a Subscriber and Users or other problems of hardware (including incompatibility);

(9) Inferior quality, insufficient specs or wrong configuration of the OS of the information terminal or other software used by a Subscriber and Users, or other problems of software (including incompatibility);

(10) Compulsory disposition under the court’s ruling, decision or order, or laws and regulations; or

(11) Any other cause not attributable to the Company.

3. A Subscriber and Users acknowledges in advance that the Company does not warrant the Service supports all Terminals, and that an OS upgrade of the Terminal used for the Service may give rise to a problem in the behavior of the Service. The Company does not warrant that when such problem occurs, it will be fixed by program modification or other measures of the Company, and the Company shall under no circumstances be responsible for any damage caused to a Subscriber or any third party due to such problem.

4. A Subscriber and Users acknowledges in advance that revision to the terms of service or operational policy of a distribution service may give rise to limitations in the use of the Service in whole or in part. The Company shall under no circumstances be responsible for such limitations.

5. The Company shall under no circumstances be responsible for any dispute or other issues arising between a Subscriber or viewer and a third party due to the Subscriber and Users using the Service or Subscriber Content.

6. The Company shall under no circumstances be responsible for any damage caused to a Subscriber because User Content becomes available, for compelling operational reasons, to any person other than those to whom it is supposed to be available.

7. If the Company undertakes any liability for damages to a Subscriber, the Company’s liability for damages shall be limited to the ordinary and direct damage actually incurred by the Subscriber. However, the scope of damages shall be up to the sum of Usage Fees paid by the Subscriber to the Company (limited to the fees that have been paid within six (6) months prior to the occurrence of the damage). This paragraph applies to any and all liabilities for damages that the Company may undertake to a Subscriber, regardless of the legal grounds for the claim including liability for default and tort liability.

Article 16 (Prohibitions)

1. In using the Service, a Subscriber and Users shall not engage in any of the following acts:

(1) An act in violation of laws and regulations;

(2) An act in violation of the court’s ruling, decision or order, or an administrative measure with a binding effect under laws and regulations;

(3) An act contrary to public order and morals;

(4) An act in violation of any provision herein;

(5) An act that discriminates against, or slanders or defames a third party, or an act that damages the reputation or credibility of a third party;

(6) An act of infringing any portrait rights, privacy rights or other moral rights, publicity rights, or other rights of a third party;

(7) An act of interfering with the use of the Service by another Subscriber;

(8) An act of attempting to analyze the source code of the Service or Software by disassembling, decompiling, reverse engineering, or other means;

(9) An act of unauthorized access or cracking to hardware or software, or any other act of causing an obstacle to any equipment constituting the Service;

(10) An act of accessing the Service in such a manner that causes damage to, makes unusable, imposes excessive load on, or harms the Service;

(11) An act of using, or attempting to obtain, the ID of a third party;

(12) An act of attempting to make unauthorized access to a system of the Service or Subscriber Content of another Subscriber;

(13) An act of tampering, or damaging the completeness of Subscriber Content of another Subscriber in the Service;

(14) An act of tampering or deleting any content of the Service or information made available by the Service;

(15) An act of sending or posting a virus or other harmful computer program;

(16) An act of interfering with the use or operation of a third party’s equipment or equipment for the Service;

(17) An act of interfering with the provision of the Service;

(18) An act of sending or posting a picture, document or other content that is obscene or falls under child pornography or abuse;

(20) An act of accessing the Service with the aim of (i) measuring the quality, performance or functions of the Service or using it as a bench mark, (ii) developing a competing product or the Service, or (iii) imitating or reproducing the characteristics or functions of the Service;

(21) An act of, without the advance consent of the Company, using an ID for the Service jointly with multiple corporations or bodies, or an act of having a third party (including but not limited to group companies) use the Service with the use of its ID;

(24) Any other act that the Company finds inappropriate.

2. If a Subscriber comes to know that any act set forth in any item of the preceding paragraph is or is likely to be committed, the Subscriber shall immediately notify the Company.

Article 17 (Protection of Subscriber Content)

1. The copyrights and other intellectual property rights pertaining to Subscriber Content shall be vested in the Subscriber.

2. Without the consent of the Subscriber, the Company shall not engage in any of the following acts:

(1) An act of viewing or altering Subscriber Content; provided, however, that this does not apply where the Company finds it necessary;

(2) An act of using Subscriber Content outside the Service;

(3) An act of disclosing Subscriber Content to a third party; provided, however, that this does not apply where disclosure is required under laws and regulations, the securities exchange rules, the rules of the Securities Business Association, or by a court, competent authority, investigation agency or other public institution; or

(4) An act of accessing Subscriber Content; provided, however, that this does not apply where it is necessary for providing the Service (including but not limited to maintenance and improvement thereof), preventing or responding to business or technical issues (hereinafter collectively the "Provision of the Service"), or supporting the use by a Subscriber of the Service.

Article 18 (Backup of Data)

1. The Company shall not be responsible for keeping Subscriber Content, and a Subscriber shall keep at his/her/its own responsibility the necessary information with respect to data entered, provided or transmitted in connection with the use of the Service.

2. Notwithstanding the preceding Article, when it is necessary for the Provision of the Service, the Company may reproduce Subscriber Content and databases stored in a server in the facility for the Service, to the extent necessary for a backup kept for the Provision of the Service.

Chapter 3　General Clauses

Article 19 (Confidentiality)

1. With respect to the Agreement, neither a Subscriber nor the Company shall disclose to a third party (excluding a Consignee with respect to Confidential Information of a Subscriber) any technical, business or other information of the other party that was disclosed by the other party by specifying its confidential nature (hereinafter "Confidential Information"), without the advance consent of the other party. However, information is not Confidential Information if it is information that:

(1) is already possessed by a party to whom Confidential Information is disclosed (hereinafter the "Receiving Party") at the time of disclosure by the other party;

(2) is already known to the public at the time of disclosure by the other party;

(3) becomes, after disclosure by the other party, part of the public domain through no fault of the Receiving Party;

(4) is, after disclosure by the other party, lawfully obtained by the Receiving Party from a third party without undertaking confidentiality obligations; or

(5) is independently developed by the Receiving Party without using Confidential Information.

2. The Receiving Party shall not use Confidential Information for any purpose other than the use or provision of the Service.

5. The provisions of this Article shall remain effective for a period of one year after the expiration of a period of use.

Article 20 (Handling of Personal Information)

The Company shall manage and protect the personal information of a Subscriber, etc. in accordance with the privacy policy provided by the Company.

Article 21 (Information Use by Company)

The Company may create and use statistical analysis information by using registered information, information on actual results of use of the Service, log data, etc. with the aim of improving the quality or the level of satisfaction of the Service and Software or of conducting advertisements or other marketing activities.

Article 22 (Prohibition of Assignment of Rights/Obligations)

A Subscriber shall not have a third party succeed to its status under the Agreement, and shall not assign to a third party, have a third party succeed to, offer as security, or dispose in any other manner of the rights and obligations under the Agreement in whole or in part.

Article 23 (Exclusion of Antisocial Forces)

1. A subscriber and the Company, respectively, represent and warrant that the party, its officers, employees in an important position, or shareholders with substantial influence on its management currently do not fall under, and shall never fall under in the future any of the following items:

(2) A person having such relationship that indicates that a Crime Group Member controls its management;

(3) A person having such relationship that indicates that a Crime Group Member is substantially involved in its management;

(5) A person having such relationship that indicates that the person provides a Crime Group Member with funds or other benefit or gets involved with it in any other way; or

(6) A person having an officer or other person substantially involved in its management who has such relationship with a Crime Group Member that should be socially condemned.

2. Neither a Subscriber nor the Company shall engage in any of the following acts, whether by itself of using a third party:

(1) Violent demands;

(2) Unreasonable demands that go beyond the limits of legal liability;

(3) An act of making intimidating speech or behavior or using violence in connection with transactions;

(4) An act of damaging the credibility or interfering with the business of the other party by spreading a rumor or by the use of fraudulent means or force; or

(5) Any other act equivalent to any of the preceding items.

3. If either a Subscriber or the Company violates any provision of the preceding two paragraphs, the other party may immediately rescind the Agreement in whole or in part without any notice, demand or other action, in which case, any obligations of the violating party shall be accelerated.

4. Neither a Subscriber or the Company shall undertake any obligations or responsibilities whatsoever for any damage incurred by the other party due to the rescission under the preceding paragraph.

Article 24 (Cancellation by Subscriber)

1. A Subscriber may cancel the Agreement by giving the Company, in a manner designated by the Company, notice at least one month prior to the desired date of cancellation.

2. In the case of the preceding paragraph, Usage Fees shall accrue until the date of expiration of the Period, and regardless of the date of cancellation, a Usage Fee shall be neither calculated on a per diem basis nor refunded. If there is any unpaid Usage Fee by the date of expiration of the Period, the Subscriber shall pay such unpaid Usage Fee in a lump sum upon receiving a claim from the Company.

Article 25 (Rescission and Measures against Violation of Terms)

1. If the Company finds that a Subscriber falls or is likely to fall under any of the following items, the Company may at its discretion, without any notice or demand to the Subscriber, take measures against the Subscriber, which are any of, or any combination of, deletion of all or part of the information posted in the Service, temporarily suspending or imposing limitations on the use of the Service (including the refusal to renew the Agreement) or deleting the ID, or rescission of the Agreement (hereinafter "Suspension"). However, when the Company finds that a Subscriber falls or is likely to fall under any of the following items, the Company shall not be liable to take measures of Suspension:

(1) If the person violates any provision hereof;

(2) If the person falls under any item of paragraph 4 of Article 6;

(3) If it turns out that all or part of the information submitted to the Company is false;

(4) If the person declares its inability to pay debts or becomes insolvent; if a petition is filed for the commencement of bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation or other similar proceedings with respect to the person; if the person incurs suspension of transactions in a bill clearinghouse; if a petition is filed for an order of seizure, provisional seizure or provisional disposition against the person as the debtor; if a petition for public auction is filed; if the person incurs an attachment for delinquent tax; or if the person’s financial circumstances are found to have deteriorated or be likely to deteriorate in a level equivalent to any of them;

(5) If the person engages in any fraudulent act or other breach of trust, including cases where any warranty hereunder is false;

(6) If a Subscriber or its agent, representative, or User or any other employee violates any laws and regulations, or if the Company finds that the credibility of the Company is likely to be damaged otherwise; or

(7) If there are other reasonable grounds for the Company to decide that the use of the Service cannot be continued.

2. If a Subscriber falls under any item of the preceding paragraph, all liabilities of the Subscriber to the Company shall be automatically accelerated, and the Subscriber shall immediately pay the Company the full amount of them.

3. The Suspension shall not exempt a Subscriber from any of the obligations and liabilities it owes to the Company under the Agreement and the Terms and Conditions.

4. The Company shall under no circumstances be responsible for any damage caused to a Subscribe due to any measure taken by the Company under this Article.

Article 26 (Steps after Termination of Agreement)

1. When the Agreement terminates for whatever reason, a Subscriber and Users shall immediately discontinue using the Service and may not use the Service thereafter.

2. In the case of the preceding paragraph, a Subscriber shall at its own responsibility delete the software provided by the Company for the use of the Service and stored in Terminals, etc., as well as all materials and data relating to it (including reproductions of the software and materials and data).

3. Notwithstanding paragraph 1 of Article 18, even if the Company possesses data on the Service for an operational purpose, the Company shall, upon the termination of the Agreement for whatever reason and after the elapse of a given period from the termination date, without notice to a Subscriber, etc., erase Subscriber Content, Registered Information and other information concerning the Subscriber, etc. (which include the reproduced data under Article 18, but exclude information on actual results of use of the Service and operational logs of the Subscriber, etc.). In this case, the Company shall under no circumstances be responsible for any damage caused to the Subscriber due to such erasure.

Article 27 (Governing Law)

The Terms shall be governed by the laws of Japan.

Article 28 (Agreed Jurisdiction)

For any action arising in connection with the Service, the agreed exclusive jurisdiction of first instance shall be the Nagoya District Court or the Toyota Summary Court which has jurisdiction over the head office location of Taira Promote.

June 20, 2018

Taira Promote Co., Ltd.