General Terms and Conditions of Service

Article 1 (Recitals)

1. The Second Party provides the First Party with the services set forth in the contract application form (hereinafter referred to as the "Application Form") designated by the Second Party, and the First Party pays the service usage fee as the consideration of the services.
2. An individual contract is executed when the First Party makes an application with the Application Form and Second Party accepts it with an acceptance form.

Article 2 (Lent Equipment)

The Second Party lends the First Party free of charge the system equipment (hereinafter referred to as the "Lent Equipment") necessary to provide the Service as described in the Application Form. The Second Party will lend equipment with functions nearly equivalent to the Lent Equipment specified in the Application Form in place of the Lent Equipment when it is deemed necessary for the provision of the Service.

Article 3 (Service Duration)

1. The service start date shall be the date stated on the Application Form, and the service end date shall be the expiration date of the Service period.
2. The Service duration shall be one year from the service start date.
3. In the absence of a written request by the First Party for termination at least one month prior to the expiration of the service duration, the service duration shall be extended for another one year. The same shall apply thereafter.
4. At the start of service, even when communication between the Lent Equipment and the data center cannot be established due to a failure caused by network or communication lines provided by the First Party other than the Lent Equipment, the prescribed service usage fee will be charged from the service start date stated in the Application Form.

Article 4 (Payment)

If maintenance services are to be provided for any of the following reasons, the Second Party shall estimate a special maintenance service fee on a case-by-case basis, and upon consultation between the First Party and the Second Party, the Second Party shall determine the special maintenance service fee and perform the relevant maintenance services.

1. The First Party shall pay to the Second Party the initial data center registration fee and monthly service usage fee as stated in the Application Form.
2. Upon the request of the Second Party, the First Party shall pay, as the initial payment, the data center initial registration fee and monthly service usage fee as stated in the Application Form. For avoidance of doubt, the initial data center registration is the creation of the customer registration database, and differs from the setting of individual data such as card data.
3. The monthly service usage fee shall be calculated on a monthly basis from thefirst day of the month to the end of the month.
4. When the Service begins or ends during the month, the initial or final monthly service usage fees shall be prorated. In this case, one month is defined as 30 days.
5. The second and subsequent monthly service usage fees shall be paid in advance and shall be transferred to the account designated by the Second Party by the last day of the previous month.
6. The bank transfer fee shall be borne by the First Party.
7. The First Party shall arrange the Second Party or other constructors for the installation of the Equipment related to the Service, and the First Party shall bear the cost of such installation separately.
8. The First Party shall set up individual data such as card data at the time of installation of the Service, or have individual data set up by the Second Party and pay a separate fee for it.

Article 5 (Communication)

The First Party shall provide the communication lines, which are necessary for the Service, between the Lent Equipment and the Second Party's data center.

Article 6 (Cooperation)

The First Party shall cooperate with the Second Party in accordance with the following items so that the Second Party can smoothly provide on-call support for the Lent Equipment.

(1)To provide the necessary and appropriate software and equipment usage time for the work
(2)To allow the Second Party's technical staff to use the First Party's login ID and password and to enter the installation site in order to perform the work
(3)To provide necessary electric power and consumables, and to lend the First Party's own connecting equipment, communication media equipment, and tools for the performance of the work

Article 7 (Special Maintenance Fees)

In the event of failure due to any of the following reasons, the Second Party shall estimate the special maintenance fee on a case-by-case basis, and determine the special maintenance fee upon consultation between the First Party and the Second Party, and perform the relevant maintenance work. However, during an emergency, the First Party and the Second Party shall determine the special maintenance fee after the fact.

(1)Failure due to improper handling or use by the First Party
(2)Failures and malfunctions caused by equipment other than the Lent Equipment
(3)Any modification or repair made by anyone other than Second Party or repairers designed thereby
(4)Handling, storage, or use in a severe environment exceeding the design specification conditions
(5)Investigation and countermeasures for malfunctions caused by programs other than those provided by the Second Party
(6)Communication failure between the First Party's network or installation site and the data center
(7)Failure due to the use of parts or accessories other than those specified by the Second Party
(8)Force majeure or other causes beyond the control of either party as specified in Article 10
(9)Work specified in Article 11-2
(10)Subsequent on-call support for the same reason when the First Party fails to take the action requested by the Second Party
(11)Other cases that are not regarded as the responsibility of the Second Party

Article 8 (Outsourcing)

The Second Party may outsource part or all of the work, such as on-call support and maintenance, to a third party designated by the Second Party, and the Second Party shall be responsible for such outsourcing.

Article 9 (Scope of Liability)

In the event that the First Party suffers damages due to faults of the Service or the Lent Equipment, the First Party may demand compensation from the Second Party for reasonable and direct damages, excluding indirect, incidental, consequential, or other similar damages.

Article 10 (Force Majeure)

Nonperformance of the Second Party's obligation under individual contract will be excused to the extent that performance is rendered impossible by fire, flood, earthquake, lightning, or other such reasons.

Article 11 (Installation and Removal of Lent Equipment)

1. The First Party shall be responsible for installing the Lent Equipment at the location in Japan as indicated in the Application Form, and shall return the equipment to the Second Party without delay after the service termination.
2. The First Party shall not move the Lent Equipment to a location other than the installation location as indicated in the Application Form without the written consent of the Second Party.
3. The First Party shall be responsible for and bear all costs and expenses for transportation, installation, and removal of the Lent Equipment and for restoring the equipment to its original condition.

Article 12 (Use and Storage of Lent Equipment)

1. The First Party shall keep the Lent Equipment in use with the　due diligence of a prudent merchant and shall not use it for any purpose other than its intended use.
2. The First Party shall not transfer, sublease, or modify the Lent Equipment without the written consent of the Second Party. The First Party shall not disassemble, repair, or adjust the Lent Equipment, nor shall the First Party remove or soil the affixed proprietary and adjusted signs indicating Second Party's ownership rights.
3. The First Party shall not establish any pledge or security interest in the Lent Equipment or any other right that restricts the exercise of the Second Party's ownership rights without the written consent of the Second Party.
4. The First Party shall protect the Lent Equipment from distraint or any other legal or factual infringement, and when such a situation should arise, the First Party shall immediately notify the Second Party and resolve the situation promptly.
5. The responsibility for maintenance of the Lent Equipment shall be transferred from the Second Party to the First Party on the date the Lent Equipment is shipped by the Second Party to the First Party or to a contractor designated by the First Party. After the service termination, the responsibility for maintenance shall be transferred from the First Party to the Second Party on the date the Lent Equipment arrives at the Second Party.

Article 13 (Breach of Obligation)

If the Lent Equipment is lost or damaged due to reasons attributable to the First Party, or when the First Party infringes on the Second Party's ownership rights to the Lent Equipment, the First Party shall reimburse the Second Party for the replacement cost of the lost Lent Equipment, the repair cost of the damaged Lent Equipment, or any damages suffered by the Second Party due to infringement of ownership rights.

Article 14 (Termination)

1. Notwithstanding Article 3-2, the First Party may request the Second Party to terminate the contract in writing at least one month prior to service expiration.
2. Regarding the termination of the contract for the first year, the Second Party will accept the termination of the contract on the condition that the First Party pays the full amount of the service usage fee for the remaining service period of the contract.
3. For contract termination after the second year, payment of the service usage fee for the remaining period of the contract is not required.

Article 15 (Cancellation)

1. If the First Party cancels the application after the individual contract is executed but before the service start date, the cancellation must be made in writing, and the cancellation shall be effective as of the date of receipt of the written cancellation by the Second Party.
2. In this case, the First Party shall pay to the Second Party a penalty of three (3) months' service usage fee.

Article 16 (Delay of Performance)

1. If the First Party falls under any of the following items, the Second Party may terminate the contract without notice or formal demand to the First Party.
- (1)When payment of the service usage fee is overdue for more than one (1) month
- (2)When the First Party intends to move outside of Japan
2. If either the First Party or the Second Party falls under any of the following items, the contract may be terminated without notice or formal demand to the other party.
- (1)When the Terms are breached
- (2)When there is a disposition such as a provisional liquidation, provisional seizure, provisional disposition, distraint, petition for auction, coercive collection of taxes and public dues, or other petitions civil rehabilitation, bankruptcy, or corporate reorganization.
- (3)When a bill or check is dishonored
- (4)When a resolution is passed to suspend/discontinue business, or to dissolve the company, or when the company receives a disposition of suspension of business
- (5)When the representative cannot be contacted
- (6)When it is judged, based on objective facts, that the business continues to be running in a deficit or that it is difficult to continue the business
3. Even in the event of termination of the contract by the Second Party when any of the events described in the items of paragraph 1 or paragraph 2 occur to the First Party, the other obligations of the First Party under the individual contract, including the payment of the full amount of the service usage fee for the remaining service period of the contract as provided in Article 14, shall not be exempted.
4. Even if any of the events in paragraph 2 occur to the Second Party and the First Party terminates the contract, the First Party may demand compensation from the Second Party for reasonable and direct damages, excluding indirect, incidental, consequential, and other similar damages.

Article 17 (Delayed Interest)

When the First Party delays the performance of its obligations under the individual contract, the First Party shall pay to the Second Party interest on the amount owed at the rate of 7.0 percent per annum from the day following the due date until payment is completed.

Article 18 (Damages for Late Return)

When the First Party delays the return of the Lent Equipment for more than one (1) month due to the First Party's circumstances, the amount of damages for each month of delay shall be equivalent to the monthly service usage fee stated in the Application Form, and the First Party shall pay the same amount to the Second Party. Even if the delay period after the second month is less than one (1) month, the fraction will be rounded up to the nearest one (1) month, and no calculation will be made on a per diem basis.

Article 19 (Prohibition of Software Reproduction)

The First Party may not perform any of the following acts with respect to the Lent Equipment or software that is part of the Service.

(1)Transferring the software to a third party or setting the right to use the software, regardless of whether it is paid or free of charge
(2)Duplicating software
(3)Modifying or adapting the software
(4)Use of software for anything other than the Lent Equipment

Article 20 (Notice and Report)

1. If there is any change in the address, trade name, or representative of the First Party or the Second Party, the First Party or the Second Party shall immediately notify the other party of such change in writing.
2. In the event of the occurrence of any of the events set forth in Paragraph 1 or Paragraph 2 of Article 16, either the First Party or the Second Party shall immediately notify the other party in writing.
3. If the Second Party needs to confirm the installation, storage, usage, or other information of the Lent Equipment, which is the Second Party's fixed asset, the Second Party may request written reports from the First Party or request the First Party to enter the installation site, and the First Party shall cooperate with such request.

Article 21 (Confidentiality)

The First Party and the Second Party shall not divulge to any third party any confidential matters of the other party's business or any matters to the detriment of the other party that have come to their knowledge in the performance of this Contract, after the termination of this Contract or the expiration of the term of this Contract.

Article 22 (Hardship)

If, for any reason, such as changes in economic conditions, it becomes difficult to provide the relevant service, the First Party and the Second Party may, by consent between the two parties, modify the Terms and the individual contract.

Article 23 (Settlement)

Any matter not stipulated in the Terms or any question arising in interpretation of the provisions thereof shall be settled amicably through good faith consultation between the parties.

Article 24 (Jurisdiction)

When a lawsuit becomes necessary, the Tokyo District Court shall be the court of exclusive jurisdiction in the first instance.

BASIC CONTRACT