Terms of Use

These Terms of Use (hereinafter referred to as the "TOU") set forth the terms that Registered User (as defined in Article 2) must comply with when using the Services (as defined in Article 2) provided by WellBear Inc. (hereinafter referred to as "Our Company"), and the rights and obligations between Our Company and Registered User. Those who use the Services as Registered User are strongly encouraged to read the TOU in full before agreeing to them.

Article 1. Scope of Application

The purpose of the TOU is to set forth the rights and obligations between Our Company and the Registered User with respect to the use of the Services. The TOU shall apply to all the relationships between Our Company and the Registered User.
All the rules, regulations, or any other provision concerning the Services, as published from time to time by Our Company on Our website, shall form an integral part of the TOU.

Article 2. Definitions

In the TOU, the following terms shall be defined as follow:

Registered Seller User: Any Seller, etc. that has been registered as a user of the Services in accordance with Article 3 hereof.
Registered Seller User (FA): Individuals or entities providing services similar to FA-related services to the Seller, etc. and is registered as a user of the Services in accordance with Article 3 hereof. The terms "Registered Seller User" and "Registered Seller User (FA)" collectively refer to "Registered Sell-Side User".
Seller, etc.: The Target Company or any shareholder of the Target Company, including its affiliated companies and other related parties, and joint ventures of the Target Company.
Registered Buyer User: Individuals or entities acquiring shares or others of the Target Company by paying the Compensation for the Acquisition and are registered as a user of the Services in accordance with Article 3 hereof.
Registered Buyer User (FA): Individuals or entities providing FA-related services to those acquiring shares or others of the Target Company by paying the Compensation for the Acquisition and are registered as a user of the Services in accordance with Article 3 hereof. The terms "Registered Buyer User" and "Registered Buyer User (FA)" collectively refer to the "Registered Buy-Side User".
Buyer, etc.: Registered Buyer User or any of its affiliates (an affiliated company as defined in Article 8, Paragraph 8 of the Ordinance on Terminology, Forms and Preparation Methods of Financial Statements, etc.).
Closing Date: The date on which the Compensation for the Acquisition is paid.
Definitive Agreement: The definitive and legally binding agreement related to the Acquisition.
Compensation: With respect to the Acquisition, the total amount of all values paid or delivered by the Buyer, etc., to the Seller, etc., in the form of cash, securities or other property (the properties to be paid may be under any pretext, and include the properties to be paid to the officers of the Target Company as retirement allowance and the Target Remuneration, etc. In addition, in case payment of the property is subject to conditions or a due date (including cases where the amount of consideration varies according to business performance), all the delivered property shall be deemed as Compensation, without regard to such condition or due date. If there is a condition for the amount of consideration, the maximum amount shall be deemed as Compensation). When securities are delivered as Compensation, the amount at the time of delivery will be specified in the contract and will not be changed due to any subsequent increase or decrease in the value.
Target Company: Any third party as defined in Item 16 of this Article, and shall not be limited to the Registered Seller User.
Target Remuneration: Assets to be paid to the officers of the Target Company as remuneration for officers, salaries, and consideration for consigning services, whether fixed or performance-based amount (the remuneration for officers, salaries and the consideration for the outsourcing are hereinafter collectively referred to as the "Remuneration, etc."), after the Closing Date of the Acquisition (including the Closing Date) as substantial consideration for the Acquisition, within the period prescribed in the Definitive Agreement or any agreement incidental to the Definitive Agreement, for the Services to be performed by the officers of the Target Company. If the amount of remuneration to be paid to the officers of the Target Company after the Closing Date of the Acquisition (including the Closing Date) exceeds the amount of remuneration that had been paid in the one year immediately before the Acquisition (provided, however, that the immediately preceding payment amount set forth below shall be excluded), such excess amount shall be deemed to be the Target Remuneration. In addition, if assets have been paid as remuneration or dividends to officers of the Target Company prior to the Closing Date of the Acquisition on the assumption that the Acquisition will be conducted, the amount of such assets shall also be included in the Target Remuneration. For the purpose of the preceding item and this item, an "officer of the Target Company" shall refer to a person who held the position of an officer of the Target Company as of the date of execution of the Definitive Agreement or the day before the Closing Date of the Acquisition. In the case he/she resigns as an officer of the Target Company thereafter, he/she shall still be deemed an officer of the Target Company.
Intellectual Property Rights: The intellectual property rights set forth in Article 2, Paragraph 2 of the Japanese Intellectual Property Basic Act.
Our Website: The website operated by Our Company in relation to the M&A transaction platform. In the event of any changes to the domain or content of the website, regardless of the reason, such modifications shall be included.
Registered User: Refers collectively to the Registered Sell-Side User and the Registered Buy-Side User.
Laws: Any law, cabinet order, ministerial order, prefectural ordinance, circular, regulation (including regulation for financial instruments exchanges), order, ordinance, guideline or other rule, whether in Japan or any other country.
Acquisition refers to the following:
1. acquisition of shares, acquisition of offered shares, transfer of all or part of control of a third party by way of share exchange, share transfer or other similar methods; or the succession to or acquisition of all or part of the business of a third party by way of business transfer, merger, company split or other reorganization;
2. investment in a third party by way of subscription for shares, stock options, bonds with stock options (hereinafter referred to as "Shares, etc".), transfer, or other methods; and
3. business alliance with a third party.
Services refers to the following:
1. a service that allows Registered User to upload information regarding buying or selling on Our Website, and enables other Registered User to access this information (hereinafter referred to as the "Upload Service").
2. a service that provides Registered User with information about the Acquisition and details posted on Our Website (hereinafter referred to as "Referral Services").
3. a service that, upon request of the Registered User, intermediates the Acquisition or any related matters after Our company has provided the Registered User with information concerning the Acquisition (hereinafter referred to as the "Brokerage Services"); and
4. advisory services, upon request of the Registered User, such as investigation and analysis of the Seller, etc., formulation of investment policy and transaction strategies, preparation of materials such as letters of intent, advice on transaction terms and structure, support for valuation of enterprise and price negotiations, project management, assistance in negotiating with relevant parties, review of contract documents, coordination with other professionals, closing procedures, and support for PMI (hereinafter referred to as "FA-related Services").

Article 3. Registration

Any company who wishes to use the Services (hereinafter referred to as the "Applicant") may apply for registration to use the Services by agreeing to comply with the TOU and by providing Our Company with certain information, as specified by Our Company (hereinafter referred to as "Registration Information"), in the manner prescribed by Our Company.
The registration application must be made by the company itself that intends to use the Services. In principle, registration application by an agent is not permitted. Our Company may also require the Applicant to submit materials as specified by Our Company at the time of, or subsequent to, the registration.
In any of the following cases, an individual or entity who has applied for registration pursuant to Paragraph 1 may be refused the registration;
1. If any part or all of the Registration Information provided to Our Company is untrue, or contains errors or omissions;
2. If the registration application has been made without the due authorization of the Applicant;
3. If the Applicant is not a company;
4. If Our Company determines that the Applicant is part of, or associated with, Anti-Social Forces (as defined in Article 14, Paragraph 1); or
5. If Our Company determines, for any other reason, that the registration is inappropriate.
Our Company shall decide whether to approve or refuse the registration of the Applicants in accordance with the preceding paragraph and other criteria established by Our Company. If Our Company approves the registration, it shall notify the Applicant accordingly. Upon such notification, the Applicant's registration as the Registered User shall be completed, and an agreement for the use of the Services (hereinafter referred to as the "Service Agreement") between the Registered User and Our Company shall be executed in accordance with various provisions of the TOU.
In the event of changes to the Registration Information, the Registered User shall, without delay, notify Our Company of such changes in the manner prescribed by Our Company and submit any materials requested by Our Company. If the Registered User fails to notify Our Company of the changes to the Registration Information, Our Company may, by giving notice based on the Registration Information, be deemed to have given notice, etc. set forth in the TOU.

Article 4. Use of the Services

The Registered User may use the Services in accordance with the TOU and any instructions provided by Our Company for the provision of the Services. The use of the Service shall be made in the manner prescribed by Our Company during the Effective Period of the Service Agreement (as defined in Article 15, Paragraph 1).

Article 5. Fees and Expenses

The Registered User shall pay Our Company the fees and expenses for the Services as set forth in the following items. Additionally, the Registered User shall pay Our Company an amount equivalent to consumption tax thereon by the deadline set forth in each item, in the manner separately designated by Our Company. Any costs required for making the payment shall be borne by the Registered User.

Minimum Commission for the Referral Services
If the Registered User has executed a memorandum of understanding ("MOU") (letter of intent) with respect to the Acquisition, the Registered User shall pay Our Company JPY 3 million (exclusive of consumption tax and expenses for the Services) (hereinafter referred to as the "Minimum Commission"). This payment shall be made within ten (10) days of the date of execution of such MOU, or by another date separately agreed upon by the Registered User and Our Company. However, the Minimum Commission shall be deducted from the amount payable by the Registered User to Our Company as the contingency fees or advisory fees described below.

Contingency Fees for Referral Services
If the Definitive Agreement has been executed and payment for the Acquisition has been made in accordance with the Definitive Agreement, the Registered User shall pay Our Company the amount calculated in the following proportion (rounded up to the nearest whole number) of the Compensation (exclusive of consumption tax and expenses for the Services). This payment shall be made within ten (10) days of the Closing Date or another date separately agreed upon by the Registered User and Our Company.

Compensation (excluding consumption tax)	Percentage of Contingency Fees (exclusive of consumption tax and expenses)
Part for JPY 200 million or less	JPY 25 million
Part for more than JPY 200 million but not exceeding JPY 500 million	5%
Part for more than JPY 500 million but not exceeding JPY 1 billion	4%
Part for more than of JPY 1 billion but not exceeding JPY 5 billion	3%
Part for more than of JPY 5 billion but not exceeding JPY 10 billion	2%
Part for more than JPY 10 billion	1%

Contingency Fees for Brokerage Services
If the Registered User desires Brokerage Services, it shall enter into a separate brokerage services agreement with Our Company.
Advisory Fees for FA-Related Services
If the Registered User desires FA-related Services, it shall enter into a separate FA-related services agreement with Our Company.

If the Registered User that has received Referral Services or Brokerage Services from Our Company is the Registered Seller User (FA) or the Registered Buyer User (FA), such Registered Seller User (FA) or Registered Buyer User (FA) shall, upon execution of the Definitive Agreement and payment of the Compensation for the Acquisition in accordance with the Definitive Agreement, pay Our Company the amount of 20% of the FA-related fees received for the Acquisition (rounded up to the nearest whole number) (exclusive of consumption tax and expenses for the Services). This payment shall be made within ten (10) days of the Closing Date or another date separately agreed upon by the Registered User and Our Company.
Once the Registered User has paid the fees described in the preceding two (2) paragraphs to Our Company, such fees shall be non-refundable for any reasons.
If the Compensation for the Acquisition is to be paid in multiple installments, the Registered User shall pay Our Company the Minimum Commission, the Contingency Fees for Brokerage Services, and Advisory Fees for FA-Related Services (hereinafter collectively referred to as "Our Fees") based on the calculation formula described above for the Compensation paid at the relevant Closing Date. This payment shall be made within ten (10) days from the first Closing Date. The Registered User shall make payments for each subsequent Closing Date in the same manner.
If the Registered User executes the Definitive Agreement, it shall, within five (5) business days after the execution of the Definitive Agreement (hereinafter referred to as "Submission Date"), submit to Our Company a copy of the parts of the Definitive Agreement which can be identified in three respects: (1) the Compensation, (2) the parts where the Registered User has affixed his/her seal or signature, and (3) the date of execution. If the Registered User fails to make the submission without reasonable grounds, in addition to Our Fees calculated under Paragraph 1, the Registered User shall be obligated to pay Our Company a delinquency charge. The amount of this delinquency charge shall be calculated by multiplying Our Fees by an annual rate of 14.6% (rounded up to the nearest whole number) for the period from the day following the Submission Date to the date of submission of such copy. Furthermore, the Registered User shall not raise any objections regarding the submission of the execution document of the Definitive Agreement by the Seller, etc., or Buyer, etc., to Our Company for the Acquisition.
Regardless of whether the Service Agreement is in effect or has been terminated, if the Acquisition of the Seller, etc. is consummated by the day before the thirty-sixth (36th) month from the date Our Company informed the Registered Buy-Side User about the case introduction of the Referral Service regarding the Seller, etc., the Registered Buy-Side User shall be deemed to have consummated the Acquisition using the Services and Our Fees will accrue, regardless of whether the Buyer, etc. or the Registered Buy-Side User knew of the Seller, etc. prior to the use of the Services. By using the Services, the Registered Buy-Side User agrees to these terms.
Regardless of whether the Service Agreement is in effect or has been terminated, if the Acquisition of the Seller, etc. is consummated by the day before the thirty-sixth (36th) month from the date Our Company informed the Registered Sell-Side User about the case introduction of the Referral Service regarding the Seller, etc., the Registered Sell-Side User shall be deemed to have consummated the Acquisition using the Services and Our Fees shall accrue, regardless of whether the Seller, etc. or the Registered Sell-Side User knew of the Buyer, etc., prior to the use of the Services. By using the Services, the Registered Sell-Side User agrees to these terms.
If the Registered User wishes to conduct a site visit, including contacting the Seller, etc., or Buyer, etc., Our Company shall provide assistance in a manner separately agreed upon by the Registered User and Our Company for the visit. The Registered User shall pay Our Company the amount of no less than JPY 1 million (exclusive of consumption tax and expenses for the Services) per site visit to East Asian and Southeast Asian Companies, and no less than JPY 1.5 million (exclusive of consumption tax and expenses for the Services) per site visit to companies outside of these regions. However, consideration may vary depending on the assistance method agreed upon separately. The contents of the separate contract concluded separately shall take precedence over the TOU.
Upon prior approval of the Registered User, Our Company may, from time to time, request payment from the Registered User for costs and expenses incurred in connection with the Acquisition, including but not limited to transportation expenses, communications expenses, meeting room rental, and travel and living expenses for overseas travel.

Article 6. Password and User ID Management

The Registered User shall be responsible for the management and storage of its password and user ID. The Registered User shall not cause a third party to use, nor lend, assign, transfer, change the name of, sell or purchase or pledge the password and user ID.
The Registered User shall be liable for any damage, loss or expense (hereinafter referred to as "Damages") arising from inadequate management, misuse, or use by a third party, etc. of the password or user ID. In no event shall Our Company be held liable for any such Damages.
If the password or user ID is found to be stolen or used by a third party, the Registered User shall immediately notify Our Company and comply with the instructions provided by Our Company.

Article 7. Prohibition

While using the Services, the Registered User shall not conduct or engage in any of the following acts:
1. Act(s) that infringes upon the Intellectual Property Rights, portrait rights, privacy rights, reputation, or any other rights or interests of Our Company, other Registered User, or any other third party (including acts that directly or indirectly cause such infringement);
2. Act(s) related to criminal activities or conduct that violate public order and morals;
3. Act(s) of transmitting information containing computer viruses or other harmful computer programs;
4. Act(s) of accessing Our Website's API (Application Programming Interface) from servers other than our own without our prior written consent;
5. Act(s) of performing any operations on Our Website that involve RPA (Robotic Process Automation) or similar operations without our prior written consent;
6. Act(s) of using all or part of the information provided through the Services for the purpose of building your own database, advertising, or other business activities (including, but not limited to, computer-based language analysis such as data mining or text mining, information collection through crawling or scraping, use for the development or training of generative AI, or any act that causes the content on Our Website to appear as if it were posted by a third party through the use of inline frames) without our prior written consent;
7. Act(s) that may interfere with the operation of the Services by Our Company;
8. Act(s) of inputting false information in whole or in part in the Registration Information;
9. Act(s) of impersonating another person/company, falsely claiming to have representation or agency authority, or using the Services to pretend affiliation or cooperation with another person or organization;
10. Act(s) of using the Services to introduce the Registered User to any third party which is not the Buyer, etc. or the Seller, etc.;
11. Act(s) of directly communicating or communicating with the Registered User, the Seller, etc., the Buyer, etc., or their officers, employees or advisors concerning the Acquisition, whether orally, in writing, electronically or by any other means, without obtaining the prior written consent of Our Company; or
12. Any other acts deemed by inappropriate by Our Company.
The provisions of the preceding paragraph shall apply mutatis mutandis not only to actions taken by the Registered User, but also by the Applicants and companies that have received information regarding the Acquisition from Our Company for the purpose of realizing the Acquisition by using the Services, as well as to acts performed prior to becoming a Registered User.

Article 8. Suspension of the Services

Our Company may suspend or interrupt all or parts of the use of the Services without prior notice to the Registered User in any of the following cases:
1. When conducting periodic or emergency inspection or maintenance work of the computer systems related to the Services;
2. When computers, communication lines, or other systems are stopped due to an accident;
3. When the operation of the Services becomes impossible due to force majeure events such as fire, power outages, natural disasters; or
4. When Our Company otherwise determines that suspension or interruption is necessary.
Our Company may terminate the provision of the Services for the convenience of Our Company. In such cases, Our Company shall notify the Registered User in advance.
Our Company shall not be liable for any damage incurred to the Registered User because of measures taken by Our Company pursuant to this Article.

Article 9. Facilities

The preparation and maintenance of computers, software, and other equipment, communication lines, and other communication environments, etc. required to receive the provision of the Services shall be made at the expense and responsibility of the Registered User.
The Registered User shall, at their own expenses and responsibility, take security measures, such as preventing computer virus infection, unauthorized access, and information leakage, in accordance to their own usage environment of the Services.

Article 10. Intellectual Property Rights

All ownership and Intellectual Property Rights related to Our Website and the Services are, and shall remain, the exclusive property of Our Company or of a person/company who has granted a license to Our Company. The grant of the Service under the registration set forth in the TOU does not constitute a license of any Intellectual Property Rights, except for those expressly permitted by Our Company or a person/company who has granted a license to Our Company with respect to Our Website or the Services in the TOU.

Article 11. Cancellation and Modification of contents

If a Registered User falls under any of the following items, Our Company may temporarily suspend the use of the Services or cancel the registration as a Registered User without prior notice or demand in respect of such Registered User:
1. Violation of any of the provisions of the TOU;
2. Fraudulent facts are found in all or part of the Registration Information;
3. Suspends payment or becomes insolvent, or a petition is filed for the commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation or commencement of any similar proceedings;
4. The Services have not been used for more than six (6) months and does not respond to Our Company's contact attempts;
5. If any of the items listed in Article 3, Paragraph 3 occurs; or
6. If Our Company otherwise determines that it is inappropriate to continue the registration as a Registered User.
Our Company or the Registered User may cancel the registration of the Registered User by giving notice to the other party in the manner prescribed by Our Company.
Our Company may add, modify or delete information that Registered User post on Our Website or information that Registered User request Our Company to post on Our Website, in order to comply with the Laws and efficiently promote the Acquisition.
Our Company shall not be liable for any Damages incurred by the Registered User because of actions taken by Our Company pursuant to this Article.

Article 12. Disclaimers and Warranties

Our Company makes no warranty of any kind with respect to the use of the Services. Our Company makes no warranties whatsoever with respect to the Services including but not limited to fitness for a particular purpose, commercial utility, integrity, continuity, etc.
Our Company does not guarantee the truthfulness, accuracy, appropriateness, or exhaustiveness of any information provided to the Registered User, regardless of whether such information was provided through the Services, or supplemented or corrected by Our Company. In no event shall Our Company warrant to the Registered User beyond what is expressly provided in the TOU, even if the Registered User receive, directly or indirectly, any information from Our Company regarding the Services, Our Website, other Registered User, or any other matters.
The Registered User shall, at its own responsibility and expense, investigate whether or not the use of the Services is in violation of the Laws or internal rules of industry associations, etc. applicable to the Registered User. Our Company makes no warranty that the use of the Services by the Registered User complies with the Laws or internal rules of industry associations, etc. applicable to the Registered User.
It is the responsibility of the Registered User to deal with and resolve any transactions, communications, disputes, etc. arising between a Registered User and another Registered User or a third party in connection with the Services or Our Website, and Our Company shall have no liability for such matters.
In no event shall Our Company be liable for any Damages incurred by the Registered User as a result of interruption, suspension, termination, unavailability or modification of the provision of the Services by Our Company, deletion or loss of messages or information from the Registered User, cancellation of the registration of the Registered User, loss of data or failure of or damage to equipment through the use of the Services, or otherwise in connection with the Services.
Even if a link from Our Website to other websites, or a link from other websites to Our Website is provided, Our Company shall not be responsible for any websites other than Our Website and information obtained therefrom for any reason whatsoever.
Except as provided for in the following paragraph, Our Company shall not be liable to compensate for or indemnify any damages, etc. incurred by the Registered User, the Seller, etc. or the Buyer, etc. in connection with the Services.
Our Company does not guarantee the execution of the Acquisition or the value of the investment. The Registered User shall make the Acquisition at their own responsibility in accordance with their final investment decision and risks. Even if the Acquisition does not materialize, the Registered User shall not claim any responsibility against Our Company itself or the Seller, etc. or the Buyer, etc.
Our Company and the Registered User shall acknowledge that Our Company is an independent contractor under the Service Agreement. Our Company shall not act as an agent or employee of the Registered User and shall not have the authority to enter into any agreement that binds the Registered User (and its affiliates and other related parties.) with any third party without the prior written consent of the Registered User. Our Company may provide the Services or similar services in connection with the Acquisition to both the Registered Buy-Side User and the Registered Sell-Side User, provided that Our Company does not breach Our Company's obligations under the Service Agreement.
With respect to the use of the Services, the Registered User shall be careful not to breach manipulation transaction provisions (Article 159 of the Financial Instruments and Exchange Act), insider trading and other Laws. This consideration shall take into account the purpose, market impact, status, and relationship of the Registered User or those involved in the acquisition, transaction frequency, and past acquisition cases. Our Company shall not be held responsible for any breach of any Laws by the Registered User.

Article 13. Liability of Registered User

If a Registered User incurs any Damages to Our Company or any other third party as a result of the Registered User's breach of the TOU or in connection with the use of the Services, the Registered User must compensate for or indemnify such Damages, etc. to Our Company or any other party that incurs the Damages, etc.
If a Registered User fails to perform its obligations under the Service Agreement, the Registered User shall pay Our Company delinquency charges at the rate of 14.6% per annum from the day following the due date until the date of actual payment.
If Our Company compensates or indemnifies a party other than Our Company as provided for in Paragraph 1 above, Our Company may seek full reimbursement from the Registered User.

Article 14. Exclusion of Anti-Social Forces

The Registered User represents and warrants that it or its officers do not fall under any of the following items (hereinafter referred to as "Anti-Social Forces") and covenants that such Registered User will not fall under any of such items as long as the Service Agreement remains in force.
1. Organized crime group (boryokudan) (an organization that encourages its members, including those in its constituent groups, to engage collectively or habitually in violent, unlawful acts and similar activities);
2. Organized crime group member (a member of an organized crime group);
3. Quasi-member of an organized crime group (a person who has a relationship with an organized crime group, other than an organized crime group member, and who is likely to conduct violent illegal acts, etc. by taking advantage of the power of an organized crime group, or cooperates with or is involved in the maintenance or operation of an organized crime group, such as supplying funds, weapons, etc. to an organized crime group or an organized crime group member);
4. Former member of an organized crime group (an individual who has been a member of an organized crime group in the last five years);
5. A corporation related to an organized crime group (a company in whose management an organized crime group member is substantially involved, a company managed by an organized crime group quasi-member or former organized crime group member that actively cooperates with or is involved in the maintenance or operation of an organized crime group by providing funds to it, or a company that actively uses an organized crime group in the course of its business and cooperates with the maintenance or operation of an organized crime group);
6. A corporate racketeer or extortionist (sokaiya to) (a person who is likely to conduct violent unlawful acts or similar acts against companies or other entities for the purpose of seeking unfair profit, such as a corporate extortionist or corporate swindler, and threatens the safety of civil life);
7. An extortionist advocating social movement (a person or a group engaging in criminal activities under the pretext of conducting social campaigns or political activities);
8. A special intelligence organized crime group, etc. (a group or individual, other than those set forth in each of the preceding items, which uses force backed by a relationship with an organized crime group or has a financial relationship with an organized crime group and plays a central role in structural injustice; or);
9. A person similar to Items 1 through 8 (collectively, the "Organized Crime Group Members" are Item 1 through Item 9.);
10. Any other person who falls under any of the following:
  1. They have relationship in which Organized Crime Group Members are deemed to have control over the company/guarantor's management;
  2. They have relationship in which Organized Crime Group Members are deemed to be substantially involved in the company/guarantor's management;
  3. They have relationship in which the company/guarantor is deemed to be unlawfully using Organized Crime Group Members for purposes such as seeking unfair profits for itself or third parties, or inflicting Damages on third parties;
  4. They have relationship in which the company/guarantor is deemed to be offering funds to, granting favors to, or otherwise aiding and abetting, Organized Crime Group Members, and
  5. An officer, or a person substantially involved in the company/guarantor's management, who maintains a relationship of such a nature with Organized Crime Group Members that might bring the company/guarantor into disrepute.
11. A person who engages in sex - related amusement business as defined in Article 2, Paragraph 5 of the Act on Control and Improvement of Amusement Business, etc., or a related person thereof;
12. A person who engages in business that is contrary to, or likely to be contrary to, public order and morals;
13. A person equivalent to Item (11) or Item (12);
The Registered User assures that it will not conduct any of the following acts by itself or by using a third party:
1. Making demands in a violent manner;
2. Making an unreasonable demand beyond legal responsibility;
3. Using threatening words or behavior, or using violence, to facilitate a transaction;
4. Any action which damages the Bank's reputation, or obstructs the Bank's business, by spreading false rumors, using fraudulent means, or using force; or
5. Any other acts equivalent to each of the preceding items.
If any of the representations or warranties in Paragraph 1 is false, or if any of the covenants in Paragraph 1 or Paragraph 2 is breached, the Registered User shall promptly notify Our Company thereof.
Notwithstanding any other provisions of the TOU, if any Registered User has breached the truth of the representations and warranties made in Paragraph 1, or violates the covenants in Paragraph 1 or Paragraph 2, Our Company may notify other Registered User of such fact.

Article 15. Survival Provisions

The Service Agreement shall remain effective between Our Company and the Registered User from the date on which the registration of the Registered User pursuant to Article 3 is completed until the date of cancellation of the registration of such Registered User (hereinafter referred to as the "Effective Period").
With respect to the preceding paragraph, the Registered User shall not terminate the Service Agreement without due cause until the earlier of (1) twelve (12) months after the completion of registration pursuant to Article 3 or, (2) the Closing Date of the Acquisition.
Our Company's right to claim Our Fees arising up to the date of termination of the Service Agreement shall not be changed after the Effective Period.
Articles 2, 5, 10, 12, and 13, Paragraph 3 of this article and this paragraph, Articles 16, 17, 18, and 20 through 25 shall survive the termination of the Service Agreement. However, Article 5 shall remain in effect only until the obligations arising thereunder have been performed.

Article 16. Limitation of Liabilities

Claims against Our Company for Damages (including attorney's fees) incurred by Registered User in connection with the Service Agreement may only be made in accordance with the provisions of the TOU. The Registered User shall not make any claims against Our Company for Damages, etc. (including attorney's fees) or any other liabilities regardless of the default liability, warranty liability, tort liability, statutory liability or other legal configuration except for claims for Damages or indemnification pursuant to the provisions of the TOU. However, this shall not apply in case of willful misconduct or gross negligence on the part of Our Company.

Article 17. Confidentiality

The Registered User shall keep confidential any and all information relating to the Acquisition obtained through the Services, as well as any information disclosed by Our Company for use of the Services with the explicit indication that it is confidential (hereinafter referred to as "Confidential Information"). The Registered User shall not disclose or divulge any Confidential Information to any third party without the prior written approval of Our Company. Provided, however, this does not apply to information that is already in the public domain at the time of disclosure, becomes part of the public domain after disclosure for reasons not attributable to the Registered User, was already known to the Registered User at the time of disclosure or was lawfully obtained by the Registered User from a duly authorized third party without assuming any confidentiality obligation.
If the Registered User discloses Confidential Information to any third party, the Registered User shall impose the same level of confidentiality obligations as those set forth in the TOU on such third party. The Registered User shall be held liable for any breach of these obligations by the third party.
Notwithstanding the provisions of Paragraph 1, the Registered User may disclose Confidential Information to the extent necessary in accordance with the Laws, or judgments, rules or orders of courts, regulatory agencies or other public institutions having the authority to regulate the Registered User. Provided, however, that if such disclosure is made, the Registered User shall immediately notify Our Company thereof.
Registered User may disclose information to qualified professionals, such as lawyers, certified public accountants, tax accountants, judicial scriveners, administrative scriveners, and social insurance labor consultants, if necessary, for the transfer or assumption of a business. However, Registered User must notify us immediately of any such disclosure. The provisions of Paragraph 2 of this Article shall take precedence.
Registered User may disclose information to financial institutions that are recipients of personal guarantees provided by the Seller, etc. in relation to corporate debts arising from the transfer of a business to the extent reasonably necessary for consulting with the institutions regarding handling the guarantees (including consultations before executing the transfer). However, Registered User must notify us immediately of any such disclosure. The provisions of Paragraph 2 of this Article shall take precedence.
Upon termination of the Service Agreement or upon request from Our Company, the Registered User shall immediately return to Our Company any and all materials comprising the Confidential Information including reproductions. If it is difficult to return the materials, the Registered User shall destroy them and submit to Our Company a document certifying that this obligation has been performed.
If an announcement is made regarding the Acquisition, Our Company may announce the names of the Registered User as a party to the Acquisition, the Seller, etc. and the Buyer, etc., the structure of the Acquisition, and Our Company's role in the Acquisition by obtaining prior consent from the Registered User for the purpose of track - record and advertising. The Registered User shall be deemed to have consented to the terms of this paragraph by the execution of the Service Agreement.

Article 18. Assignment

Without the prior written approval of the other party, a party may not assign, cause a third party to succeed to, or provide as collateral the status or rights and obligations under the Service Agreement, in whole or in part.
Notwithstanding the provision of the preceding paragraph, if Our Company assigns to or succeeds to the business relating to the Service Agreement, it may transfer the status or rights and obligations under the Service Agreement to the person/company who receives such assignment or succession of the business along with such business assignment, and the Registered User shall be deemed to have agreed to the transfer in advance. For the avoidance of doubt, the business assignment referenced in this paragraph includes not only a normal business transfer, but also a company split or any other case of business succession.

Article 19. Amendment

Our Company may freely change the details of the Services at any time.
Our Company may change the details of the TOU without obtaining the Registered User's prior consent if it conforms to the Registered User's general interests, if there are changes in circumstances, such as changes in social or economic conditions, tax systems, laws, or the actual conditions of the Services, or if there are any other reasonable grounds.
If Our Company amends the TOU pursuant to the provisions of the preceding paragraph, it shall notify the Registered User, prior to the effective date of the amendment. The notice shall include the fact that the TOU are being amended, the effective date, and the details of the amended TOU. The amended TOU shall apply after a reasonable period has elapsed from the date of the notice. The notice may be published on Our Company's website or provided by other appropriate means.
If Our Company amends the TOU in a manner other than that set forth in Paragraph 2 of this Article, it shall obtain the consent of the Registered User to the details of the amended TOU. In such a case Our Company shall publish public the contents of the amended TOU in accordance with preceding paragraph's provisions. If the Registered User uses the Services on or after the effective date of the amended TOU, it shall be deemed that the Registered User agrees to the contents of the amended TOU.
Notwithstanding any amendment to these TOU, the amount of Our Fees to be paid by the Registered Buy-Side User shall be calculated in accordance with the provisions of the TOU as of the day on which the case introduction concerning the Seller, etc. is communicated from Our Company to the Registered Buy-Side User. The amount of Our Fees to be paid by the Registered Sell-Side User shall be calculated in accordance with the provisions of the TOU as of the day on which the case introduction concerning the Buyer, etc. is communicated from Our Company to the Registered Sell-Side User.

Article 20. Contact/Notice

All inquiries about the Services, communications, and notices from the Registered User to Our Company, as well as notices about changes to the TOU and communications from Our Company to the Registered User, must be made in the manner specified by Our Company.

Article 21. Severability

Even if any provision or any part thereof of the TOU is deemed invalid or unenforceable under the Laws, the remaining provisions and parts of the TOU shall remain fully valid. Our company and the Registered User will make every effort to correct the invalid or unenforceable provision or part to ensure that it is legal and enforceable and achieves the same legal and economic effect.

Article 22. Good Faith Consultation

The parties shall consult with each other in good faith to amicably resolve any matter not addressed in the TOU or the Service Agreement or any question as to the interpretation thereof.

Article 23. Jurisdiction

The parties to the Service Agreement agree that the Tokyo District Court shall have exclusive jurisdiction to settle any disputes arising out of or in connection with the Service Agreement.

Article 24. Governing Law

Unless provided otherwise in a separate agreement, the TOU and the Service Agreement shall be governed and construed in accordance with the laws of Japan.

Article 25. Languages

If there is any difference or discrepancy in interpretation between the Japanese version and the English translation with respect to the TOU or the Service Agreement, the Japanese version shall prevail.

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