The meanings of the following terms used in this Agreement shall be as set forth below

1. HUE DI: Works Applications, Inc. (hereinafter referred to as the "Company") provides invoices as electronic documents (hereinafter referred to as "invoice data"). (the "Company") provides HUE Digital Invoice, a cloud invoice sending and receiving service that enables the Company to receive and issue invoices as electronic documents ("Invoice Data").
2. Services: means the services (including support services) that allow you to use HUE DI within the scope of use only in accordance with the respective terms and conditions of this Agreement. means the services (including support services) that may be used by HUE DI within the scope of use only in accordance with each provision of this Agreement.
3. Support Service: means the response to inquiries by e-mail or our support site "@SUPPORT", etc., which we provide to the Subscriber, in a manner that we deem appropriate. The Support Service shall be provided from 9:30 a.m. to 6:30 p.m., Monday through Friday, excluding national holidays and holidays of the ordering party.
4. Agreement: means the contract for the use of the Service established in accordance with Article 4, Paragraph 1.
5. Prospective Subscriber: means a legal entity or organization that wishes to use the Service.
6. Subscriber: means a legal entity or organization that has entered into the Agreement with the Company in accordance with these Terms and Conditions.
7. Usage Fee: means the consideration for the Service as set forth in Attachment 1, Usage Fee.
8. Scope of Use: means the generic term for the items listed in Attachment 3, Scope of Use, which are within the scope or must be within the scope of the Subscriber's use of the Service. Definitions, etc. of each item of the Scope of Use shall be as described in Attachment 4 Usage Rules.
9. Term of this Service: means the contract period (defined in Article 14.1) of this Agreement. means the term of this Agreement (as defined in Article 14, Paragraph 1).
10. Corporation using the Service: means a corporation that has obtained the consent of SOFTBANK TELECOM in accordance with Article 5, Paragraph 1.
11. Corporation using the Service: means the Subscriber and the Corporation using the Service.
12. Company's Service Environment: means the server environment used by the Company to provide the Service.
13. User ID, etc.: User ID, password, and other information created to confirm the identity of the Subscriber when using the Service.
14. Subscriber registration information: This means the application information and other information that a prospective Subscriber or Subscriber enters and registers on the service application site or Subscriber-dedicated site in order to conclude this Agreement, and that is subsequently added or changed on the Subscriber-dedicated site as necessary.
15. Subscriber's Stored Information: means information that is recorded or stored in the Company's service environment by the Subscriber using the Service. However, Subscriber registration information is excluded.
16. Subscriber-related information: This means the history of use of the Service by the Subscriber and its contents, the history of communications between the Subscriber and SOFTBANK TELECOM concerning the Service and its contents, and all other information, including information specific to the Subscriber, that is recorded or stored in the SOFTBANK TELECOM service environment in connection with or in the course of use of the Service by the Subscriber. This means the information including the Subscriber's unique information. However, Subscriber's registration information and Subscriber's saved information are excluded.
17. Subscriber information: Subscriber registration information, Subscriber stored information, and Subscriber related information.
18. Service Application Site: means SOFTBANK TELECOM's website for accepting applications for use of the Service.
19. Subscriber-specific website: means the website for the exclusive use of the Subscriber where the Subscriber can receive the Service.
20. Applicable Preferred Business Partners: means business partners of the Corporation that the Subscriber wishes to use the Service to receive or issue invoice data.
21. Eligible Counterparty: means a business partner of the Corporation who agrees to all of the terms and conditions for the use of HUE DI as specified by the Company, and with the Company's consent, enables the Corporation to receive or issue invoice data using the Service.
22. Damages: means, collectively, damages, losses and expenses (including lost profits and consequential damages and attorneys' fees to the extent reasonable) arising out of or in connection with an event. (2) "Damages, etc." means collectively the following.

Article 2 (Notification)

1. The Company may notify the Subscriber of necessary matters from time to time by posting on the Subscriber Site or Service Application Site, by sending an e-mail, or, if these are difficult, by any method the Company deems appropriate.

2. The notification in the preceding paragraph shall become effective at the time when the Company sends the notification if it is made by e-mail or in writing, or at the time when the Company posts the contents of the notification on the Subscriber Site or the Service Application Site if it is made by posting on the Subscriber Site or the Service Application Site.

Article 3 (Modification of these Terms and Conditions, etc.)

1. MUTOH HOLDINGS reserves the right to add, delete, or change the contents of these Terms and Conditions without obtaining the Subscriber's approval. When adding, deleting, or changing the contents of these Terms and Conditions, the Company shall notify the Subscriber of the contents after such addition, deletion, or change with a reasonable notice period determined by the Company at its own discretion, and such addition, deletion, or change shall become effective at the expiration of such notice period.
2. Notwithstanding the provisions of the preceding paragraph, in the event of an emergency, the Company may add, delete, or modify the contents of this Agreement by notice to the Subscriber without the prior notice specified in the preceding paragraph. In this case, such addition, deletion, or modification shall become effective at the time of such notice or at the time specified in such notice.
3. Notwithstanding the provisions of Paragraphs 1 and 2, a prospective subscriber who makes an application under Article 4.1 during the period in which notice of addition, deletion, or modification of the Terms and Conditions is given on the Service Application Site shall be entitled to receive a notice of the expiration of the notice period specified in Paragraph 1 or 2 even if the period from the time this Agreement is concluded to the expiration of said notice period is less than the notice period specified in said Paragraph 1 or 2. The prospective subscriber agrees that even if the period between the time the Agreement is concluded and the expiration of the advance notice period is less than the advance notice period specified in Paragraph 1 or Paragraph 2, the change shall take effect at the expiration of the advance notice period.
4. Notwithstanding the provisions of Paragraph 1 and Paragraph 2, SBM may, at its own discretion, add, delete, or change the contents of this Agreement at any time if such addition, deletion, or change is minor or does not cause any particular disadvantage to the subscriber. In this case, such additions, deletions, or changes shall become effective immediately upon notification to the Subscriber.
5. Notwithstanding the provisions of the preceding paragraphs, any addition, deletion, or modification of the Terms and Conditions that restricts the rights or aggravates the obligations of the Subscriber in comparison with the application of provisions of the Civil Code, Commercial Code, or other laws not related to public order, and that unilaterally harms the interests of the Subscriber in violation of the basic principles stipulated in Article 1, Paragraph 2 of the Civil Code shall be deemed to be a modification of the Terms and Conditions, This shall become effective only with the written consent of the subscriber.
6. Even if the Subscriber suffers damages or other losses in connection with additions, deletions, or changes to the Terms of Use based on this Article, the Company shall not bear any responsibility to the Subscriber for such damages or other losses.

Article 4 (Formation of this Agreement)

1. This Agreement is formed when a prospective subscriber submits an application for registration by sending the Company's prescribed information through the service application site (or submitting the Company's prescribed application form containing the required information, if and only if the Company separately approves) upon agreeing to all of the terms and conditions herein, and the Company notifies the prospective subscriber of its acceptance of said application. The contract is concluded when the Company notifies the applicant that it accepts the application.
2. If there is a separate free-of-charge contract for HUE DI service between the subscriber and the Company (hereinafter referred to as the "Free-of-charge Contract"), the contract is concluded in principle. In principle, this Agreement shall not affect the validity of the Free Service Agreement if a separate agreement for the use of the HUE DI service (hereinafter referred to as the "Free Service Agreement") has been concluded between the Subscriber and the Company. However, notwithstanding the provisions of the Gratis Contract, MEDIASEE may terminate all or part of the Gratis Contract upon expiration of the concurrent operation period with the Services under the Contract to the extent MEDIASEE deems necessary and appropriate.
3. The Company may request the prospective subscriber or subscriber who has made an application based on Paragraph 1 to provide information necessary for identification and other purposes, and the prospective subscriber or subscriber shall provide such information to the Company in accordance with such request. In addition, the Company may refuse to accept the application of a prospective subscriber or subscriber who has made an application in accordance with Paragraph 1 without disclosing the reason, and such prospective subscriber or subscriber may not raise any objection to the Company's refusal to accept such application.
4. When notifying the Company of its acceptance of an application for use of the Service under Paragraph 1, the Company shall clearly indicate the date of commencement of use of the Service (hereinafter referred to as the "Service Commencement Date"), and shall give notice of such date. The Company shall make such notice by clearly indicating the date of the start of use of the Service (hereinafter referred to as the "Service Usage Commencement Date").
5. If the application under Paragraph 1 is made on behalf of a corporation or other organization (hereinafter referred to as "Corporation, etc.") In the event that the application under Paragraph 1 is made on behalf of a corporation or other organization (hereinafter referred to as "Corporation, etc."), the individual making such application shall receive legal and valid authorization from such Corporation, etc. to make such application on behalf of or on behalf of such Corporation, etc.
6. In the event that SBM or a third party suffers damages due to false or insufficient Subscriber registration information based on an application under Paragraph 1, the Subscriber and the individual who made such application shall be liable for all such damages.
7. Even if the prospective subscriber or subscriber suffers damages due to the fact that the application made by the prospective subscriber or subscriber in accordance with Paragraph 1 did not reach the Company due to a malfunction of the communication environment or other reasons, the Company shall not be liable to the prospective subscriber or subscriber in any way for such damages.
8. After this Agreement has been concluded, the Subscriber may not cancel the application described in Paragraph 1 pertaining to said Agreement, nor may he/she request a change in the terms and conditions of said Agreement. However, if the Company, after consultation with the Subscriber, determines that there is a reasonable reason, the Company may approve such cancellation or change of terms and conditions.

Article 5 (Use by the Corporation Using the Service)

1. If the Subscriber wishes to have the Service used by a corporation in which it holds a majority of voting rights, the Subscriber shall notify the Company in writing or by e-mail or other electromagnetic means in advance to that effect and the name of the corporation it wishes to use, and shall obtain the Company's approval.
2. In the use of the Service by the Corporation, the terms of this Agreement shall apply mutatis mutandis to the use of the Service by the Corporation, and the Company shall not assume any obligation or liability to the Corporation other than the obligations and liabilities assumed by the Company to the Subscriber based on this Agreement. The Subscriber shall make the Corporation comply with the obligations of the Subscriber set forth in the Agreement, and if the Corporation violates any of the obligations of the Subscriber set forth in the Agreement, the Subscriber shall be jointly and severally liable to the Company with the Corporation.

Article 6 (Provision of the Service)

1. The Company shall provide the Service to the Subscriber with the care of a good manager in accordance with this Agreement. In order to receive invoices using the invoice receipt function of HUE DI in the Service, the Subscriber shall place an order for HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"), which is used in conjunction with the Service, and shall pay the invoice to HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"). In order to receive invoices using HUE DI's invoice receipt function in the Service, you must place an order for HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"), which is used in conjunction with the Service, in a manner separately specified by the Company.
2. The details of the Service shall be determined by the Company at its discretion.
3. The Service provided by the Company to the Subscriber shall be limited to the area within Japan.
4. The Service shall be provided only for the purpose of use by the Subscriber for its own business (hereinafter referred to as the "Purpose"). The Subscriber may not resell the Service, provide the Service to a third party, conduct research and development, or use the Service for any purpose other than the Purpose.
5. The Company may sub-consign all or part of the work related to the Service to a third party at the Company's responsibility.
6. The User Company may request that the Service be used by a Target Preferred Customer by entering and registering information prescribed by the Company in the Service. Upon receipt of such request, the Company shall provide the prospective client with the necessary notice to use the Service, but shall not be obligated to consent to such use, and shall not be liable for any obligation or responsibility to allow the prospective client to use the Service before consent is given.
7. The User Corporation, etc. may allow a Subject Business Partner to use the Service provided by the Company to the Subscriber only for the purpose of receiving or issuing invoice data between itself and the Subject Business Partner, to which the Company has given its consent. Other than the obligations and responsibilities borne by the Company to the Subscriber under this Agreement, the Company shall have no obligations or responsibilities to the Subject Suppliers.
8. (2)The Company may, from time to time, notify the Target Company or a prospective Target Company of necessary matters in a manner the Company deems appropriate based on the information entered and registered by the Corporation. The Company shall not be liable for any damages incurred by the Subscriber due to errors in the information entered and registered by the Corporation.
9. In the event that the Subscriber or the Subject Supplier (hereinafter referred to as the "Subscriber, etc.") If it is found that any of the following items applies to the Subscriber, etc. or the Subject Supplier (hereinafter referred to as "Subscriber, etc."), we may immediately suspend provision of all or part of the Service or cancel all or part of this Agreement without prior notice or demand to the Subscriber, etc., and the Subscriber, etc. may not make any objection to such action. The Subscriber may not make any objection to these actions.
   1. (2) If the Subscriber violates this Agreement and such violation is not corrected within 10 business days after a demand for correction of the violation by the Company
   2. When the Company reasonably determines that it is necessary for the operation and management of the Service
   3. When payment of usage fees or other monetary obligations to the Company by the Subscriber is not made legally and effectively, regardless of the reason (including cases where such payment is found to have been made by illegal use of the payment method).
   4. When it is found that there is a false fact in the subscriber's information.
   5. (iii) If the Subscriber interferes with the operation of the Service, regardless of the means used
   6. (iii) In the event that the Company deems that there are other reasons similar to the preceding items.

Article 7 (Cloud Computing Services)

In the provision of the Service, the cloud computing services provided by Amazon Web Services, Inc. ("AWS") will be used to provide the Services. In using the Service, the Subscriber shall comply with the "AWS Customer Agreement" prescribed by AWS (in the event that the name or content of the agreement has been changed, the name and content of the agreement shall be in accordance with the name and content after such change. The latest version is available at http://aws.amazon.com/jp/agreement/ listed on the.) The Subscriber agrees to and shall comply with the terms and conditions of the AWS Customer Agreement (the "AWS Customer Agreement"), which the Subscriber shall comply with.

Article 8 (Temporary Suspension of the Service)

1. For the smooth operation of the Service, the Company may perform planned maintenance ("Planned Maintenance") on the Company's service environment. (hereinafter referred to as "Planned Maintenance") for the smooth operation of the Service. When performing Planned Maintenance, SBM may temporarily suspend provision of the Service, if necessary, after notifying the subscriber to that effect in advance.
2. Notwithstanding the provisions of Paragraph 1, in any of the following cases, the Company may temporarily suspend provision of the Service without prior notice to the Subscriber.
   1. When urgent maintenance is performed on the Company's service environment
   2. When services are not provided by telecommunications carriers or AWS
   3. When it becomes difficult to provide the Service normally due to a significant load or failure in our service environment
   4. When our company judges that provision of this service may cause damage to the subscriber or other third parties due to data falsification, hacking, or other reasons to our service environment.
   5. If provision of the Service becomes difficult due to war, conflict, upheaval, riot, natural disaster, spread of infectious disease, or other force majeure, or measures taken in response thereto
   6. In the event that provision of the Service becomes difficult due to fire, power outage, other unforeseen accidents, or measures taken in response thereto
   7. When the Company deems it necessary in accordance with the preceding items.
3. Even if the Company suspends provision of the Service in accordance with the provisions of Paragraph 1 or Paragraph 2, the Subscriber may not make any objection to such suspension. The Company shall not be liable to the Subscriber for any damage, etc. (including, but not limited to, any damage, etc. caused by or in connection with adverse effects of the interruption on data, software, or hardware other than software used to provide the Service) due to such interruption. The same shall apply hereinafter). (hereinafter the same shall apply), the Company shall not be liable to the Subscriber for any such damage, etc.

Article 9 (Subscriber's Obligation to Cooperate)

1. The Subscriber shall provide the Company with information required by the Company for the provision of the Service when requested by the Company.
2. In using the Service, the Subscriber shall designate a person (hereinafter referred to as the "Contact Person") who will serve as a contact person with the Company and shall notify the Company of such contact information in the manner prescribed by the Company. The subscriber shall designate a contact person (hereinafter referred to as the "Person in Charge") and shall notify the Company of the contact information in the manner prescribed by the Company. If the contact person changes, the Subscriber shall promptly notify the Company of the new contact person's contact information.

Article 10 (Principle of self-responsibility)

Article 11 (Backup of Subscriber's Stored Information)

1. The Subscriber shall, at its own responsibility and expense, save the same data as a backup for Subscriber-Saved Information.
2. In the event of termination of this Agreement, the Subscriber shall download and retrieve said Subscriber-Stored Information at its own responsibility and expense before this Agreement is terminated. The Subscriber may not refer to, view, operate, or retrieve such Subscriber-Saved Information after the termination of this Agreement.

Article 12 (Prohibited Matters)

Article 13 (Usage Fees)

Article 14 (Term of Contract)

1. The contract term of this agreement shall be from the date of commencement of use of the service to the last day of the month in which the date of commencement of use of the service falls. However, unless the Subscriber or the Company expresses another intention such as termination of this Agreement in writing to the other party at least one month prior to the expiration date of the Agreement, the Agreement shall be renewed for one month under the same conditions, and the same shall apply thereafter.
2. Neither the Subscriber nor the Company may cancel or terminate this Agreement mid-term at their own discretion without the written consent of the other party.

Article 15 (Cancellation)

1. The Subscriber and the Company may immediately terminate this Agreement without any notice if the other party falls under any one of the following items.
   1. If the contractor violates any of its obligations under this Agreement and does not correct the violation within 10 business days after being notified of the correction of the violation.
   2. (2) If there is a disposition of cancellation or suspension of business by the supervisory authority, or if any cause for such a disposition is discovered.
   3. If a decision is made to approve a seizure or compulsory execution, or if a disposition for delinquent payment of taxes and public dues is received
   4. (iii) If an auction, bankruptcy, civil rehabilitation, special liquidation, or corporate reorganization proceedings are commenced, or if such a petition is filed or received
   5. (iii) When a bill or check is dishonored or otherwise payments are suspended or the company falls into a state of insolvency
   6. If the Company ceases or suspends its business activities
   7. In the event of dissolution of the Company
2. In the event of termination of this Agreement pursuant to the preceding paragraph, the terminated party shall not make any claim against the other party who has terminated the Agreement for any damages incurred by such party as a result of such termination.

Article 16 (Handling of Our Confidential Information)

Article 17 (Handling of Subscriber Information)

1. (2) The Company may use subscriber information for the purposes listed in the following items, and the subscriber shall not raise any objections to such use.
   1. (1) Sales, provision, operation, or maintenance of the Company's products and services (hereinafter referred to as the "Company's Products, etc.") (i) Sales, provision, operation, or maintenance of the Company's products and services ("the Company's Products, etc.")
   2. To customize, improve, or newly develop the functions, specifications, operation, contents, etc. of the Company's Products, etc., including improvement of the accuracy of the suggestion function of the Company's Products, etc. and the convenience of search results.
   3. To create or use statistical data, attribute information, and other information useful for the Company's business by processing, editing, or processing subscriber information
   4. To inform users or potential users of the Company's products, etc. or to promote sales of such products, etc.
   5. To contact the Subscriber, bill the Subscriber, respond to inquiries from the Subscriber, and otherwise communicate with the Subscriber.
   6. Investigation or confirmation of the existence of reasons for breach or termination of the Agreement
   7. Data analysis, etc. to the extent incidental or related to the purposes of the preceding items (including the use of the results of such analysis, etc. for the purposes of the preceding items)
   8. Other business execution or internal business processing of the Company (This item applies only to Subscriber-related information.)
2. MTI shall not provide or disclose Subscriber information to any third party except in the following cases.
   1. When the written consent of the subscriber has been obtained
   2. When information that has been processed, edited, or manipulated so that a specific individual or subscriber cannot be identified is disclosed or provided to a third party for the purpose of Paragraph 1, or is made available to the general public.
   3. When providing or entrusting the handling of information to our subsidiaries, affiliates, or outside contractors for the purposes described in Paragraph 1.
   4. When disclosing information to outside professionals such as attorneys, certified public accountants, etc. under a statutory duty of confidentiality or under a duty of confidentiality
   5. When required to comply with laws and regulations, or when requested by a court of law, government agency, etc.
3. Notwithstanding the provisions of the preceding two paragraphs, subscriber information that (1) was already generally known to the public at the time of acquisition by the Company, (2) became known to the public after acquisition by the Company for reasons not attributable to the Company, (3) was legally acquired by the Company without being subject to a duty of confidentiality from a third party, or (4) was obtained by the Company (4) Information created independently by the Company without information obtained from the Subscriber may be used by the Company without limitation for the purposes specified in Paragraph 1, and the Company shall not be obligated to use such information as specified in Paragraph 2.
4. When this Agreement is terminated, regardless of the cause of termination, the Company may, at its discretion, delete or dispose of Subscriber registration information and Subscriber stored information at any time, and such deletion or disposal shall, in principle, be carried out on the date 30 days have passed from the date of termination of this Agreement. Even if the Subscriber suffers any damage as a result of such deletion or disposal, the Company shall not be liable to the Subscriber for such damage. In addition, regardless of the cause of termination, the Company may, at its discretion, continue to retain the Subscriber's registration information and Subscriber's saved information after the termination of this Agreement and use them in accordance with this Article and Article 18.
5. The Company may, at its own discretion, delete or dispose of Subscriber-related information at any time, whether before or after termination of this Agreement. In addition, regardless of the cause of termination, MEDINET may, at its discretion, continue to retain Subscriber-Related Information after termination of this Agreement and use it in accordance with this Article and Article 18.

Article 18 (Handling of Personal Information)

1. (2) The Company shall handle the personal information included in the Subscriber Information and other personal information obtained from the Subscriber for the provision of the Service in accordance with the "Personal Information Protection Policy (URL :https://www.worksap.co.jp/privacypolicy/) " and the Personal Information Protection Law, and shall take appropriate measures to ensure information security. The Subscriber shall handle personal information obtained from the Subscriber for the provision of the Service and other services by taking appropriate measures to ensure information security in accordance with the "Personal Information Protection Policy (URL: )" and the Personal Information Protection Law.
2. HUE DI may provide the personal information described in the preceding paragraph to a third party if it meets the requirements of Article 17, Paragraph 2, but even in that case, HUE DI must comply with the Personal Information Protection Law and fulfill the requirements of the said law.

Article 19 (Intellectual Property Rights)

1. HUE DI and all software, documents, and other content used by the Company to provide the Service (hereinafter collectively referred to as "Software, etc.") are protected by copyrights and other intellectual property rights. The copyrights and all other intellectual property rights of HUE DI and the software, documents, and all other content used by HUE DI to provide the Services (collectively, "Software, etc.") belong to HUE DI or a third party that is a licensor that has granted HUE DI a license to use such intellectual property rights. The Subscriber shall not reverse engineer, decompile, or disassemble the Software, etc., and shall not reproduce, publicly transmit (including making transmittable), modify, alter, alter, or adapt the Software, etc., in whole or in part. The Subscriber shall not reproduce, publicly transmit (including making transmittable), modify, alter, adapt, or disclose to any third party all or part of said software, etc.
2. In providing the Service, the Company may grant the Subscriber permission to use software that operates in the client environment necessary for the use of the Service. The terms and conditions regarding the installation and use of such software shall be stipulated in the terms and conditions of the license agreement prescribed by the Company, and the Subscriber shall comply with these terms and conditions.
3. The service application site, Subscriber-only site, and other Company websites may display trademarks, logos, and service marks (hereinafter collectively referred to as "Trademarks, etc."). However, the Company does not grant the Subscriber or any other third party any rights regarding the use of such Trademarks, etc. or any other rights regarding such Trademarks, etc.
4. The Subscriber shall not apply for patent rights, utility model rights, design rights, or trademark rights, or apply for copyright registration in connection with inventions or other intellectual property related to the Service.
5. If the Subscriber violates any of the provisions of the preceding paragraphs and any problem arises, the Subscriber shall handle and solve the problem at his/her own responsibility and expense.
6. Notwithstanding Article 17, Paragraph 2, the Company may disclose the name of the Subscriber for the purpose of publicizing the company introducing the Service. In this case, the Company may use the Subscriber's trademark, etc. free of charge to the extent necessary for such publication. However, the Subscriber may request the Company to suspend or delete the publication of the name or use of the trademark.

Article 20 (Scope of Subscriber's Liability and Limitation of Damages)

1. The Company does not guarantee any of the following items regarding the Service, nor does it assume any obligation with respect to such items.
   1. (1) That the Subscriber's use of the Service will conform to the laws and regulations applicable to the Subscriber or the internal rules of an industry organization.
   2. (2) The use of the Service by the Subscriber does not infringe on the intellectual property rights or other rights of any third party.
   3. (2) That the Service and software, etc. used to provide the Service conform to the Subscriber's specific purpose of use or have specific functions or qualities.
   4. (ii) Software and hardware used for the provision of the Service and other software and hardware comprising the Service Environment are not defective, damaged, or impaired, and have a specific level of reliability, security, and efficiency.
   5. (2) No leakage, loss, or destruction of subscriber information, or other information security problems or accidents occur in the service environment, and the confidentiality, integrity, and availability of subscriber information are maintained at all times.
   6. (4) The provision of the Service will not be interrupted or suspended, or the Service will not become unavailable.
2. Even if links are provided from the Subscriber Site to third-party websites or from third-party websites to these websites, the Company shall not assume any responsibility for the third-party websites or their contents.
3. In addition to the provisions of the preceding paragraphs, the Company shall not be liable to the Subscriber for any damage or loss incurred by the Subscriber in connection with the Service, except in cases of willful misconduct or gross negligence on the part of the Company.
4. In the event that SBM is liable to the Subscriber for damages or compensation in connection with the Service or this Agreement, regardless of default of obligation, tort liability, or any other legal cause of claim, the scope of such liability shall be limited to ordinary damages directly and actually incurred by the Subscriber, and shall not exceed the amount of damages incurred in the most recent one-month period from the time the cause of the damage arose. The maximum amount of liability shall be limited to the total amount of the usage fees for the Service actually received from the Subscriber during the most recent one-month period from the time when the cause of damage occurred (1,000 yen if no usage fees for the Service were received during the said period). In addition, lost opportunity, business interruption, and other similar indirect damages and lost profits incurred by the subscriber or a third party shall not be included in the "ordinary damages directly and actually incurred" stipulated in this paragraph, even if the Company is aware of the possibility of such damages or is informed of such damages by the subscriber in advance.
5. Notwithstanding the provisions of the paragraphs of this Article, if the Subscriber or a third party suffers damages due to reasons attributable to AWS or other subcontractors in the course of the Company's performance of its obligations to provide the Service under this Agreement, the Company shall compensate the Subscriber for such damages only if the selection of such subcontractors was intentional or grossly negligent on the part of the Company. In this case, the Company shall compensate the Subscriber for the damage. The provisions regarding the limitation of liability of the Company set forth in the preceding paragraph shall also apply to the liability based on this paragraph.

Article 21 (Exclusion of Antisocial Forces)

1. (2) The Subscriber and the Company shall each notify the other that neither the Subscriber nor the Company's officers, etc. (meaning the Subscriber's own officers or those who have effective management authority) will be liable to the other party for any of the following. The Subscriber and Company each represent and warrant to the other party that they or their officers, etc. (meaning their own officers or those who have effective management authority) do not fall under any of the following items, and will not fall under any of the following items in the future.
   1. (i) Being a crime syndicate, a company affiliated with a crime syndicate, a general meeting house, or a person equivalent thereto, or a member thereof (hereinafter collectively referred to as "Anti-Social Forces"). (hereinafter collectively referred to as "Anti-Social Forces").
   2. Having a relationship that is deemed to involve the use of Anti-Social Forces; or
   3. Having a relationship that is deemed to involve antisocial forces, such as providing funds, etc. or benefits to antisocial forces.
   4. Having a socially reprehensible relationship with antisocial forces.
   5. Using fraudulent, violent, or threatening words or deeds against the counterparty or the counterparty's related parties, either by oneself or by utilizing a third party.
2. If the other party commits an act in violation of the representations or warranties in the preceding paragraph, the Subscriber and the Company may terminate all or part of the agreement between the Subscriber and the Company that was concluded before or after the effective date of this Agreement (hereinafter referred to as the "Subject Agreement") without any notice. The Company may terminate all or part of the Subject Agreement between the Subscriber and the Company at the time the Agreement takes effect.
3. In the event that a Subject Contract is cancelled pursuant to the provisions of the preceding paragraph, the person who has cancelled the Subject Contract shall not make any claim against the other party for damages arising from the cancellation.
4. If the subject contract is terminated pursuant to the provisions of Paragraph 2, the terminated party shall compensate the other party for any damages incurred.

Article 22 (Prohibition of Assignment of Rights and Obligations)

The Subscriber and the Company shall not assign or succeed the position under this Agreement or any rights and obligations arising from this Agreement to any third party or offer them as collateral without the prior written consent of the other party.

Article 23 (Entire Agreement)

This Agreement sets forth the entire agreement between the parties hereto as of the date of execution of the Agreement, and in the event of any inconsistency or conflict between this Agreement and the contents of any oral or written communications, discussions, or agreements between the parties hereto prior to the execution of this Agreement, or the contents of any minutes, proposals, estimates, or other materials provided by either party to the other party, this Agreement shall be void. In the event of any conflict, this Agreement shall prevail.
This Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the Terms and Conditions or the Services as of the date of execution of this Agreement, and any discussions or agreements, whether oral or written, between the parties prior to the execution of this Agreement, or any minutes, proposals, quotations, or other materials provided by one party to the other party, shall be deemed to be the subject matter of this Agreement. In the event of any inconsistency or conflict between this Agreement and the contents of the discussions, agreements, or minutes, proposals, estimates, or other materials provided by either party to the other party prior to the formation of this Agreement, this Agreement shall prevail.

Article 24 (Survival Clause)

Article 8 (Temporary Suspension of the Service), Paragraph 3; Article 10 (Principle of Self-Responsibility), Paragraphs 3, 5, 6, and 8; Article 11 (Backup of Subscriber-Stored Information), Paragraph 2; Article 12 (Prohibited Items), Paragraph 2; Article 13 (Fees), Paragraph 4 and 6; Article 15 (Cancellation), Paragraph 2; Article 16 (HUE Confidential Article 16 (Handling of Our Confidential Information), Article 17 (Handling of Subscriber Information), Article 18 (Handling of Personal Information), Article 19 (Intellectual Property Rights), Article 20 (Scope of Subscriber's Liability and Limitation of Damages), Article 21 (Exclusion of Antisocial Forces) Paragraph 3 and 4, Article 22 (Prohibition of Transfer of Rights and Duties), Article 23 (Complete Agreement), This Article, Article 25 (Governing Law), and Article 26 (Consultation and Exclusive Jurisdiction) shall survive the termination of this Agreement.

Article 25 (Governing Law)

All matters relating to this Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 26 (Consultation and Exclusive Jurisdiction)

1. Any matter not stipulated in this contract shall be settled amicably upon consultation between the contractor and the Company in the spirit of good faith.
2. The Tokyo District Court shall have exclusive first instance jurisdiction over any and all disputes relating to this Agreement.

Supplementary Provisions

This Agreement shall be effective as of February 18, 2025.

Appendix

1. Usage fee
   Monthly fee: 19,000 yen (excluding tax) (subject to change in accordance with Article 13.1 of these Terms and Conditions)
2. Payment terms
   1. The usage fee is due and payable on the last day of the month following the month of use.
   2. The usage fee is due and payable on the last day of the month following the month of use.
   3. If the Service start date is in the middle of a month, the usage fee for that month will be calculated on a pro-rated basis.
      Usage fee for the month in question = Monthly usage fee - (Monthly usage fee x number of days not used / number of calendar days)
      * "Number of days not used" is the number of days from the first day of the month to the day before the Service start date.
      The pro-rata calculation is performed by multiplying first and dividing second, and decimal points are rounded off.
      [Example]
      In the case of starting use on March 16, 2025
      March 16, 2025 - March 31, 2025 (for 16 days)
      = 19,000 yen - (19,000 yen x 15 days / 31 days)
      = 9,806 yen (excluding tax)
   4. Even if this agreement is terminated in the middle of the contract period in accordance with the provisions of this agreement, the usage fee for the month in question will not be reduced or refunded on a pro-rata basis, and the full amount of the usage fee for the month in question must be paid.
3. Scope of Use
   1. Number of invoices received: 100 (Regardless of the number of invoices received, the invoice receipt function is not available when there is no EBM usage contract between the Subscriber and the Company, as described in the further clause of Article 6.1 of these Terms and Conditions).
   2. Number of invoices issued: 100
4. Usage Rules
   1. Number of Invoices Received" means the number of invoices that the Subscriber is entitled to receive during the term of the Service using HUE DI's invoice receipt function (meaning the number of times HUE DI is able to receive "invoices received"). means the number of invoices that can be received using HUE DI's Invoice Receipt function during the Service Period. If the number of invoices received using HUE DI's invoice receipt function during the Service Period exceeds 100, a fee of 130 yen (excluding tax) times the number of invoices received in excess will be automatically added to the monthly usage fee set forth in Section 1 "Usage Fee" above. The Subscriber shall pay the additional usage fee calculated in accordance with such method in a lump sum by the last day of the month following the month of such excess usage.
      Example]
      If the number of invoices received using HUE DI's invoice receiving function during the Service Period from April 1, 2025 to April 30, 2025 is 105, the Subscriber shall pay the additional fee of 130 yen x 5 invoices = 650 yen (excluding tax) in a lump sum by the last day of May 2025 because the number of excess invoices is 5. The "number of invoices" means the number of invoices issued.
   2. Number of Invoices Issued" means the number of invoices that the Subscriber is allowed to issue using the invoicing function of HUE DI during the Service Period (the number of times an "Issued Invoice" can be sent by HUE DI, including the number of times a transmission error occurs in the calculation of such number of times an invoice can be sent. The calculation shall include the number of transmission actions in the event of a transmission error.) means the number of times that HUE DI is able to send "Outstanding Invoices". If the number of invoices issued by using HUE DI's invoicing function exceeds 100 invoices during the term of the Service, the Company will automatically add 100 yen (excluding tax) times the number of invoices issued in excess to the monthly usage fee set forth in "1. The Subscriber shall pay the additional usage fee calculated in accordance with such method in a lump sum by the last day of the month following the month of such excess usage.
      Example]
      If the number of invoices issued using HUE DI's invoicing function during the Service Period from April 1, 2025 to April 30, 2025 is 110, the Subscriber shall pay 100 yen x 10 invoices = 1,000 yen (excluding tax) in a lump sum by the last day of May 2025 because the number of excess invoices is 10. The payment must be made in a lump sum by the end of May 2025.
      Therefore, in the example of 4(1) and 4(2), the total usage fee that must be paid in a lump sum by the end of May 2025 for the relevant period is 19,000 yen + 650 yen + 1,000 yen = 20,650 yen (excluding tax).