Rinstack Service Terms and Conditions (for Overseas Users)

Article 1 (Purpose and Scope)

These Service Terms and Conditions (hereinafter referred to as the "Terms") set forth the basic rights and obligations between LANCETIER Inc. (hereinafter referred to as the "Company") and users who have registered for use of the services provided by the Company (hereinafter referred to as "Members").

The purpose of these Terms is to define the fundamental legal relationship between the Company and Members concerning the Service and to contribute to building a long-term, reliable, and sustainable relationship between the parties.

These Terms shall apply to all matters relating to the Service provided by the Company to Members.

In the event that any provision of these Terms conflicts with any other written agreement, policy, or notice separately provided by the Company concerning the Service, these Terms shall prevail unless otherwise expressly agreed in writing (including by electronic means; the same shall apply hereinafter in these Terms).

Article 2 (Definitions)

For the purposes of these Terms, the following terms shall have the meanings set forth below:

- "Member" means an individual, corporation, or organization registered as a user of the Service pursuant to Article 3 (Registration and Formation of Service Agreement).

- "Service" means the cloud-based automated configuration service utilizing AI technology provided by the Company under the name "Rinstack" (including any subsequent name changes), as well as any related or ancillary services offered by the Company. The Service is provided in Japanese.

- "Service Agreement" means the contractual relationship between the Company and the Member established pursuant to Article 3(3) of these Terms.

- "Application" means the submission of required information by an applicant to the Company in accordance with the procedures prescribed by the Company for the purpose of using the Service.

- "Intellectual Property Rights" means copyrights, patent rights, utility model rights, design rights, trademark rights, and any other intellectual property rights (including rights to obtain such rights or to apply for their registration).

- "Member Information" means the following information, which shall be handled in accordance with the Company's Privacy Policy:

1. Information provided by the Member when registering for the Service (including, but not limited to, name, email address, company information, employee data, and other required data);

2. Information entered or submitted by the Member while using the Service;

3. Information generated or accumulated in the course of using the Service, including usage history; and

4. Other information obtained by the Company through the Member's use of the Service.

Article 3 (Registration and Formation of the Service Agreement)

A person wishing to use the Service shall apply for registration by agreeing to these Terms and submitting to the Company the required information designated by the Company ("Registration Information") in the manner prescribed by the Company.

The Company shall review the application and, upon approving the applicant ("Applicant"), complete the registration process and notify the Applicant thereof. Upon such notification, the Applicant shall become a Member.

The Service Agreement shall be deemed to have been validly established at the time the Company issues the notification in the preceding paragraph. Thereafter, the Member may use the Service in accordance with these Terms and the methods prescribed by the Company.

The Company may refuse registration or re-registration if it determines that any of the following applies, and shall have no obligation to disclose the reasons for such refusal:

1. Any part of the Registration Information is false, erroneous, or incomplete;

2. The Applicant operates or is involved in a competing or similar service;

3. The Applicant has previously violated a contract with the Company, or is affiliated with such a person or entity;

4. The Applicant has previously been subject to measures under Article 13 (Deletion of Registration, etc.);

5. The Applicant falls under any category described in Article 22 (Exclusion of Antisocial Forces);

6. The Applicant is a minor, adult ward, person under curatorship, or person under assistance and lacks the consent of their legal representative;

7. The Applicant operates or provides content contrary to public order and morals, including violent or obscene expressions; or

8. The Company otherwise deems registration inappropriate.

Article 4 (Changes to Registration Information)

If any change occurs in the Registration Information, the Member shall promptly notify the Company of such change in the manner prescribed by the Company.

Article 5 (Management of IDs and Passwords)

Members shall properly manage and store their user IDs and passwords for the Service at their own responsibility, and shall not allow third parties to use, lend, transfer, sell, or otherwise assign them.

The Member shall be responsible for any damages arising from the use of their user ID or password by a third party, except in cases caused by the Company's intentional misconduct or gross negligence.

Article 6 (Prohibited Acts)

Members shall not engage in any of the following acts when using the Service:

- Acts that violate laws, regulations, or the Service Agreement.

- Acts related to criminal activities or other acts contrary to public order and morality.

- Acts that infringe upon the intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Company, other Members, other users of the Service, or any other third party.

- Acts of transmitting or making available to the Company, through the Service, information that falls under any of the following:

1. Information containing excessively violent or cruel expressions.

2. Information containing computer viruses or other harmful computer programs.

3. Information containing expressions that damage the honor or credibility of the Company, other Members, other users of the Service, or any other third party.

4. Personal Information (meaning information relating to a living individual which contains a name, address, telephone number, email address, or any other description whereby the specific individual can be identified (including information that can be easily collated with other information and thereby identify the specific individual), and information containing Individual Identification Codes).

5. Information containing excessively obscene expressions.

6. Information containing expressions that promote discrimination.

7. Information containing expressions that promote suicide or self-harm.

8. Information containing expressions that promote the inappropriate use of drugs.

9. Information containing anti-social expressions.

10. Information soliciting the spread of information to third parties, such as chain mail.

11. Information containing expressions that cause discomfort to others.

12. Any other information that the Company deems inappropriate.

- Acts that may interfere with the operation of the Service (including, but not limited to, acts that place an excessive burden on the network or systems of the Service, unauthorized access, or commercial activities).

- Acts of impersonating a Member.

- Acts of an individual making multiple Member registrations when there is no need to do so.

- Acts of collecting information on other Members or other users of the Service.

- Acts that cause disadvantage, damage, or discomfort to the Company, other Members, other users of the Service, or any other third party.

- Acts that directly or indirectly induce or facilitate any of the preceding items.

- Any other acts that the Company deems inappropriate.

Article 7 (Member's Responsibility)

The Member shall, at their own responsibility and expense, properly prepare the necessary environment and equipment for the Member's use of the Service (including, but not limited to, Internet connection lines, hardware such as personal computers, and software such as web browsers). The Company shall not be responsible for the preparation of such environment and equipment.

Article 8 (Usage Fees and Payment Method)

The usage fees for the Service shall be as separately determined by the Company. The Company may change the usage fees for the Service at any time. The revised usage fees shall apply to new Service Agreements and orders, and also to existing Service Agreements and orders that are renewed after the change in usage fees.

The Member shall pay the usage fees corresponding to the plan stipulated in the Service Agreement by the payment due date specified in the invoice (including those in the form of electromagnetic records) separately issued by the Company to the Member (in the case of payment by credit card, on a date separately specified by the Company), using a method separately designated by the Company. Any bank transfer fees and other costs required for payment shall be borne by the Member.

If the Service Agreement is amended during its contract period (including the addition of services or functions, and the addition of optional services), the revised usage fees shall be charged at the full monthly rate from the first month in which such amendment occurs, regardless of the commencement date.

In the case of the preceding paragraph, the Company may, at its option, invoice the Member for the total amount of the usage fees in a lump sum or invoice a monthly amount calculated by dividing the total amount of the usage fees by the number of months in the contract period. The Member shall pay according to the Company's invoice based on this paragraph.

All usage fees shall be invoiced in Japanese Yen or US Dollars. The Member shall bear all applicable taxes on the usage fees, including Consumption Tax and Local Consumption Tax. If the Member delays payment, the Member shall pay a late payment interest at an annual rate of 14.6%.

Article 9 (Ownership of Rights)

The ownership and intellectual property rights relating to the Service (hereinafter referred to as the "Service IP Rights"), including all related materials, creations, and executable files, belong entirely to the Company or to those who license the rights to the Company. The license granted to the Member to use the Service under this Service Agreement does not grant the Member any assignment, license, or other transfer or permission of the Service IP Rights, except for what is expressly permitted by the Service Agreement.

All rights relating to Member Information shall belong to the Member.

It shall be the Member's responsibility to possess other third-party rights and licenses necessary for the Member to use the Service.

The Member shall not commit any act that falls under any of the following items:

1. Copying, modifying, adapting, translating, reverse engineering, decompiling, or disassembling the Service or the content displayed therein, except as legally permitted.

2. Deleting any notices regarding copyright, trademark, or other rights.

3. Selling or reselling, licensing, distributing, leasing, assigning, publicly displaying, streaming, transmitting, broadcasting, or otherwise utilizing the Service, except where expressly permitted by the Company.

4. Using links, frames, or mirroring regarding the Service.

5. Interfering with or infringing upon the privacy or other rights (including copyright and other intellectual property rights) of a third party or other Members.

6. Collecting or gathering personal information concerning other Members, or scraping, indexing, surveying, or otherwise data mining the Service.

7. Interfering with the operation or functions of the Service, or attempting unauthorized access to the Service or its related systems or networks.

8. Using the Service for any illegal, immoral, or fraudulent purpose.

9. Using the Service for non-personal or commercial purposes without the prior written consent of the Company.

Article 10 (Use of Member Information)

When the Member uses the Service, the Member shall be deemed to have consented to the Company handling the Member's information in accordance with the Company's Privacy Policy.

The Member shall grant the Company a non-exclusive right to use the Member Information free of charge, without limitation as to term or territory. Such right of use shall continue to be granted to the Company even after the termination of the Service Agreement. However, the Company shall use the Member Information solely for the purpose of improving and enhancing the quality, functionality, and performance of the Service. Furthermore, the Company shall delete any Member Information specified by the Member, provided the Member requests such deletion with reasonable grounds.

The Member represents and warrants to the Company that the Member has the lawful right to register or otherwise transmit the Member Information, and that the Member Information does not infringe upon the rights of any third party.

Notwithstanding the provisions of the preceding paragraphs, the Company may display the Member's name, logo, service marks, trademarks, and associated Member branding on the Company's website or in marketing materials generally distributed by the Company, only with the Member's prior approval. The Member shall grant the Company a non-exclusive right to use the Member's name, logo, service marks, trademarks, and associated Member branding, to the extent necessary for such display, free of charge, without limitation as to term or territory. Furthermore, the Company may request the Member to provide commercially reasonable cooperation for the Company's promotional activities.

Article 11 (Customer Support)

The Company, its employees, and third-party contractors subject to confidentiality obligations may access and use the services and websites provided by the Member, without prior notice or consent, within the scope necessary for the appropriate provision of the Service to the Member and for addressing any malfunctions or issues with the Service. Furthermore, the Company may utilize the information acquired through the access and use of the Member's services and websites as stipulated in this Article as Member Information, pursuant to Article 10 (Use of Member Information).

The Company shall provide customer support under the Service Agreement. The scope of service and operating hours shall be as defined in the basic support information within the Company's Help Center.

For services other than those mentioned above, support will be provided within the operating hours and scope of support corresponding to the basic information within the same Help Center.

Notwithstanding the provisions of the preceding paragraph, the Company shall not be obligated to provide support, or may separately charge the Member for the corresponding costs, and the Member shall pay such costs as requested, in the event that any of the following apply:

1. Support concerning the specifications or usage of services provided by a third party for the purpose of using the Service.

2. Support concerning the specifications or usage of services or software held by the Member.

3. Agency services incidental to the use of the Service.

Article 12 (Contract Period and Automatic Renewal of the Service)

The contract period for the Service shall be the period selected by the Member and approved by the Company upon completion of the Member registration based on the application (and upon conclusion of the Service Agreement).

The contract period set forth in the preceding paragraph shall be automatically renewed under the same terms and conditions as the Service Agreement, unless the Company or the Member expresses a different intention to the other party using the method prescribed by the Company by the contract expiration date, and the same shall apply thereafter. However, the usage fees for the Service upon renewal shall be based on the Company's fee structure at that time, and any discounted or promotional prices applied before the renewal shall not be applied after the renewal.

Article 13 (Deletion of Registration and Suspension of Use)

The Company may delete Member Information, temporarily suspend the Member's use of the Service, delete the Member's registration, or terminate the Service Agreement with the Member, without prior notice or demand, if the Member falls under any of the following items:

1. If the Member breaches any provision of the Service Agreement.

2. If it is found that any registered information contains false facts.

3. If there is no response for fourteen (14) days or more to inquiries or other communications requiring a response from the Company to the Member made through email, telephone, chat, or any other reasonable means of communication used by the Company.

4. If the Member falls under any of the items of Article 3 (Registration and Formation of the Service Agreement) paragraph 4, Article 14 (Termination of Contract/Withdrawal) paragraph 1 or paragraph 2, or Article 22 (Exclusion of Anti-Social Forces) paragraph 1.

5. If the Member suspends payment or becomes insolvent, or if a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or any similar proceedings.

6. If the Company otherwise determines that it is inappropriate to allow the Member to use the Service or to keep the Member registered.

The Company shall not be liable for any damage incurred by the Member as a result of any action taken by the Company pursuant to this Article.

Article 14 (Termination of Contract/Withdrawal)

The Company may terminate the Service Agreement without demand if the Company determines that the Member has violated Article 6 (Prohibited Acts) or Article 22 (Exclusion of Antisocial Forces).

The Member and the Company may terminate the Service Agreement without any demand if the other party falls under any of the following items:

1. If the party breaches the Service Agreement and such breach is not rectified within thirty (30) calendar days after being demanded by the other party to rectify the breach (or, in the case of a payment delay by the Member, if payment is not made within ten (10) calendar days after the due date).

2. If the party becomes subject to attachment, provisional attachment, provisional disposition, auction, compulsory execution, or delinquent tax disposition.

3. If the party files a petition for, or is subjected to a petition for, the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other insolvency proceedings.

4. If the party suspends payment of its debts to a third party other than the other party.

5. If a check or bill of exchange or promissory note issued by the party is dishonored even once.

6. If any circumstance arises equivalent to the grounds listed in items (2) through the preceding item, which damages the party's credibility.

7. If the party receives a disposition from the competent government agency, such as the revocation or suspension of its business license.

8. If the party resolves to dissolve or to assign all or a material part of its business.

9. If any circumstance arises that makes it difficult to perform the obligations under the Service Agreement.

10. If the party violates Article 22, paragraph 1 or 2, or commits any other act contrary to public order and morality.

11. If any other material circumstance arises that makes it difficult to continue the application of these Terms, the content of the application, or other matters concerning the use of the Service agreed upon between the Company and the Member.

Notwithstanding that the Service is being used, the Member may terminate all or part of the Service Agreement by giving written notice to the Company two (2) weeks in advance.

In the event the Company or the Member terminates the Service Agreement based on paragraph 2, the Company shall not be required to refund any usage fees for the Service received from the Member, unless gross negligence or willful misconduct on the part of the Company is established.

Notwithstanding the termination of the Service Agreement pursuant to paragraph 1 or paragraph 2, the Member and the Company may claim damages against the other party based on non-performance of obligation or other legal grounds.

The handling of Member Information after the termination of the Service Agreement shall be governed by the provisions of Article 10 (Use of Member Information).

Article 15 (Change and Termination, etc., of the Service Content)

The Company may suspend or interrupt the provision of all or part of the Service without prior notice to the Member, if any of the following circumstances apply:

1. If a reasonable necessity arises for performing inspection or maintenance work on the computer systems related to the Service.

2. If computers or communication lines, etc., stop due to causes not attributable to the Company.

3. If the operation of the Service becomes impossible due to a Force Majeure Event.

4. If the Company otherwise determines that suspension or interruption is necessary.

The Company may, in its sole discretion, change the content of the Service or terminate its provision. If the Company terminates the provision of the Service, the Company shall notify the Member in advance.

The Company shall not be liable for any damage incurred by the Member as a result of measures taken by the Company pursuant to paragraph 1 or paragraph 2 of this Article, except where gross negligence or willful misconduct on the part of the Company is established.

If the Company takes measures based on paragraph 1 or paragraph 2 of this Article, the Company shall not reduce or refund the usage fees. However, if the Service is suspended due to the Company's willful misconduct or gross negligence, the Company shall refund all or part of the usage fees for the relevant month, based on consultation between the Member and the Company.

Article 16 (Disclaimer of Warranties and Limitation of Liability)

The Company makes no warranty whatsoever that the Service will meet the Member's specific purpose, have the expected functionality, commercial value, accuracy, or usefulness, that the Member's use of the Service will comply with applicable laws or internal rules of industry organizations, or that the Service will be free from defects.

The Company shall not be liable for any damage incurred by the Member due to errors in code or other data entered by the Member.

The Company shall not be liable for any damage incurred by the Member in connection with the operation and use of the Service due to services, networks, or systems provided by a third party used by the Company or the Member (including, but not limited to, generative AI or other AI services, such as OpenAI; hereinafter referred to as "Third-Party Services"), except where gross negligence or willful misconduct on the part of the Company is established.

If the Member uses services provided by a third party when utilizing the Service, the Member shall comply with the terms of service of such external services at its own expense and responsibility, and shall process and resolve any transactions, communications, disputes, etc., arising from the use of such services, and the Company shall not be liable for any such matters.

The Member shall implement appropriate security measures for its own system and network environment when using the Service (including, but not limited to, setting up firewalls, installing and updating anti-virus software, and implementing proper access control). The Company shall not be liable for any damage, including malware infection, data leakage, or unauthorized access, resulting from the Member's failure to fulfill this obligation.

The Company shall not be liable to compensate for any damage suffered by the Member in connection with the interruption, suspension, termination, unavailability, or change of the Service, deletion or loss of Member Information, cancellation of Member registration, loss of data other than Member Information, malfunction or damage to equipment due to the use of the Service, or other damages related to the Service, except where gross negligence or willful misconduct on the part of the Company is established.

The Member shall, at its sole risk and expense, back up and retain its own data, including data registered or saved using the Service. The Company shall not be liable to compensate for any loss, corruption, or damage to the Member's data.

Notwithstanding any provision in the Service Agreement that disclaims the Company's liability for damages due to legal reasons, or in the event that the Company is liable to the Member for damages in connection with the Service based on the Service Agreement, the Company's liability for compensation shall be limited to damages directly and actually incurred by the Member from the event giving rise to the Company's liability, regardless of the cause of action, and shall not exceed the total amount of the monthly usage fees for the Service actually received from the Member during the one (1) year period immediately preceding the occurrence of the said event.

Article 17 (Confidentiality)

For the purposes of these Terms, "Confidential Information" shall mean all information disclosed by the Company or the Member to the other party, whether in writing or verbally, in connection with the Service, excluding any information that was designated by the disclosing party as non-confidential at the time of disclosure (hereinafter, the party providing or disclosing such information shall be referred to as the "Disclosing Party," and the party receiving or being disclosed such information shall be referred to as the "Receiving Party"). Information defined in this paragraph and disclosed prior to the conclusion of the Service Agreement shall also be included in Confidential Information. However, the following information shall be excluded from Confidential Information:

1. Information that was already publicly known at the time of disclosure or already known to the Receiving Party.

2. Information that became publicly known after disclosure for reasons not attributable to the Receiving Party.

3. Information lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality.

4. Information independently developed by the Receiving Party without reliance on the Confidential Information.

The Receiving Party shall use the Confidential Information solely in connection with the Service. In the case where the Confidential Information is software, the Receiving Party shall not disassemble, decompile, reverse engineer, or otherwise analyze the source code of such software, or commit any act that leads to such analysis.

The Receiving Party shall not provide, disclose, or leak the Confidential Information to any third party without the prior written consent of the Disclosing Party, and shall store the Confidential Information with the care of a good manager, clearly distinguishing it from other information. However, the provisions of Article 10 (Use of Member Information) shall apply in preference to the provisions of this Article.

Notwithstanding the provisions of this Article, the Receiving Party may disclose the Confidential Information only to its officers, employees, or contractors, and external experts legally obligated to maintain confidentiality, such as lawyers, certified public accountants, or tax accountants commissioned by the Receiving Party (hereinafter collectively referred to as "Receiving Party Personnel"), and only to the extent necessary for the performance of the rights or obligations under the Service Agreement. However, upon disclosure, the Receiving Party shall clearly indicate to the Receiving Party Personnel that the information is Confidential Information, impose obligations on the Receiving Party Personnel similar to those borne by the Receiving Party under the Service Agreement, and upon the retirement or termination of the service contract of such Receiving Party Personnel, the Receiving Party shall enter into an agreement with them stipulating that they shall bear the confidentiality obligation even after their retirement or termination of the service contract. If the Receiving Party Personnel violate the obligations under this paragraph, the Receiving Party shall be deemed to have breached the Agreement and shall be solely liable for such violation.

Notwithstanding the provisions of this Article, the Company may use Third-Party Services for the purpose of performing its obligations under the Service and may handle the Member's Confidential Information through Third-Party Services only to the extent necessary for the performance of the Service obligations. This includes linking the Confidential Information to the Third-Party Service systems, but the Company may only conduct such handling if any of the following applies:

1. Where the Company can select to opt-out, preventing the input information from being used for secondary purposes such as model training within the Third-Party Service.

2. Where the Company can confirm that the input information will be anonymized or aggregated within the Third-Party Service.

Notwithstanding the provisions of this Article, the Receiving Party may disclose Confidential Information based on an order, request, or demand of a law, court, or governmental authority, to the extent disclosure is compelled by such order, request, or demand.

The Receiving Party may reproduce the Confidential Information to the extent necessary for the Service. Such reproductions shall also be included in the Confidential Information.

The ownership and intellectual property rights concerning the Confidential Information shall belong to the Disclosing Party. The disclosure of Confidential Information shall not transfer any rights to the Receiving Party, nor shall it be accompanied by the grant of any license concerning such rights. However, if the Receiving Party creates any invention, device, design, or literary work based on the Confidential Information, thereby generating intellectual property rights (hereinafter, including the right to obtain a patent for an invention and the right to obtain registration for a device or design, referred to as "New IP Rights"), the Receiving Party shall promptly notify the Disclosing Party thereof, and the Receiving Party and the Disclosing Party shall separately consult and determine the ownership, handling, and other necessary matters concerning the New IP Rights. Until such determination is made through consultation, the Receiving Party shall not be entitled to file an application for or register the New IP Rights, implement the New IP Rights itself, or grant a license for their implementation to any third party, without obtaining the prior written consent of the Disclosing Party.

The Receiving Party shall, without delay, return or destroy all documents containing Confidential Information, in accordance with the Disclosing Party's instructions, upon termination of the agreement concerning the Service or whenever requested by the Disclosing Party.

Article 18 (Force Majeure)

Neither Party shall be liable to the other Party for any failure or delay in performance of its obligations under the Service Agreement due to any cause beyond its reasonable control (including, but not limited to, natural disasters, war (whether declared or not), riots, terrorism, serious epidemics, enactment or amendment/abolishment of laws or regulations, acts of government or governmental agencies, orders by public authorities, labor disputes, or system failures that the Company could not reasonably foresee or avoid).

However, this shall not apply to the Member's obligation to pay the usage fees for the Service.

Article 19 (Amendment of these Terms, etc.)

The Company may, in the Company's sole discretion, amend these Terms or other rules or stipulations concerning the Service (hereinafter collectively referred to as the "Company Rules") in the event of any of the following circumstances. In such case, the Company shall determine the effective date and notify the Members of the amendment of the Company Rules, the content of the amended Company Rules, and the effective date.

1. When the amendment of the Company Rules is in the general interest of the Members.

2. When the amendment of the Company Rules does not contravene the purpose of the contract and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content, and other circumstances pertaining to the amendment.

In the event that the amendment of the Company Rules does not fall under any of the preceding paragraphs, the Company shall set a period of one (1) month (hereinafter referred to as the "Notice Period") and notify the Members of the details of such amendment.

The Members may confirm the details of the amendment and state their opinions to the Company by the prescribed method within the Notice Period. If the Member agrees to the details of the amendment, such agreement shall be made within the Notice Period.

If the Member agrees to the details of the amendment within the Notice Period, the said amendment shall become effective upon the lapse of ten (10) days from the date of agreement.

If the Member uses the Service without reserving any objection after the expiration of the Notice Period, the Member shall be deemed to have agreed to the amendment of the Company Rules.

Article 20 (Notices and Communication)

Notifications from the Company to the Member shall, as a general rule, be made via email sent to the Member's email address registered with the Company (hereinafter referred to as the "Registered Email Address"). The Member shall properly maintain the Registered Email Address so as to be able to receive notifications from the Company. If the Member becomes unable to receive notifications from the Company for any reason whatsoever, the Member shall promptly change the Registered Email Address or notify the Company thereof by the method designated by the Company. The Company shall not be liable for any damage incurred by the Member due to the Member's failure to receive notifications from the Company.

Notifications from the Member to the Company shall be made by the method designated by the Company.

Article 21 (Assignment of Contractual Position, etc.)

The Member shall not assign, transfer, pledge, or otherwise dispose of its contractual position under the Service Agreement or any rights or obligations arising therefrom to any third party without the prior written consent of the Company.

However, in the event of a corporate reorganization such as a merger, company split, or business transfer, a Member may transfer its contractual position with the prior consultation and consent of the Company regarding the terms and conditions after such transfer.

If the Company transfers its business related to the Service to another entity, the Company may, in connection with such transfer, assign its contractual position under the Service Agreement, as well as its rights, obligations, and Member Information, to the transferee. Members hereby agree in advance to such transfer.

For the purposes of this paragraph, "business transfer" shall include not only ordinary business transfers but also corporate reorganizations or any similar transactions involving the transfer of the Service business.

Article 22 (Exclusion of Antisocial Forces)

The Company and the Member each represent and warrant that neither itself nor any of its officers or persons substantially involved in its management falls under any of the following categories, and that they will not fall under them in the future:

1. An organized crime group ("Boryokudan"), a member of such group, a person who has ceased to be such a member within the past five (5) years, a quasi-member, a company affiliated with an organized crime group, a corporate racketeer, a group engaging in criminal or disruptive behavior under the guise of social movements, a special intelligence crime group, or any equivalent entity (collectively, "Antisocial Forces");

2. A person or entity having a relationship in which Antisocial Forces are deemed to control management;

3. A person or entity having a relationship in which Antisocial Forces are substantially involved in management;

4. A person or entity having a relationship that is deemed to involve the use of Antisocial Forces for the purpose of gaining illicit profit or causing damage to a third party;

5. A person or entity having a relationship that is deemed to involve the provision of funds or other benefits to Antisocial Forces; or

6. A person or entity whose officers or major stakeholders have a socially condemnable relationship with Antisocial Forces.

The Company and the Member each covenant that they will not, by themselves or through a third party, engage in any of the following acts:

1. Violent or coercive demands;

2. Unjust demands beyond legal responsibility;

3. Threatening behavior or the use of violence in connection with transactions;

4. Spreading rumors or using deception or force to damage the reputation or interfere with the business of the other party; or

5. Any other acts equivalent to the preceding items.

If either party breaches any of the preceding paragraphs, the other party may immediately terminate the Service Agreement without any notice or demand. The terminating party shall not be liable for any damages arising from such termination.

Article 23 (Survival of Provisions)

The following provisions shall survive the termination or expiration of the Service Agreement, regardless of the cause of termination:

- Article 9 (Ownership of Rights)

- Article 10 (Use of Member Information)

- Article 14 (Termination by Member)

- Article 16 (Disclaimer of Warranties and Limitation of Liability)

- Article 17 (Confidentiality)

- Article 21 (Assignment of Contractual Position, etc.)

- Article 23 (Survival of Provisions)

- Article 24 (Entire Agreement and Severability)

- Article 25 (Governing Law and Jurisdiction)

In addition, the confidentiality obligations under Article 17 shall remain effective for three (3) years following the termination of the Service Agreement.

Article 24 (Entire Agreement and Severability)

These Terms (including all documents referenced herein) constitute the entire agreement between the Company and the Member regarding the Service and supersede all prior communications, agreements, or understandings, whether oral or written.

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent of the parties.

Article 25 (Governing Law and Jurisdiction)

These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of Japan.

Any dispute arising out of or in connection with the Service shall first be resolved through good-faith discussions between the Company and the Member.

If such discussions fail to resolve the dispute, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Effective Date: October 24th, 2025