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Terms of Use of Impact Calculation Tool for New Lease Accounting Standards

Article 1 (Application of Terms of Service)

  1. Works Applications, Inc. (hereinafter referred to as the "Company") shall use the Tool (Article 2) based on these Terms of Use (hereinafter referred to as the "Terms of Use"). (hereinafter referred to as the "Company") provides the Tool (defined in Article 2) based on these Terms of Use (hereinafter referred to as the "Terms"). (defined in Article 2) based on these Terms of Use (hereinafter referred to as the "Terms").
  2. The Tool may be subject to special provisions (hereinafter referred to as the "Special Provisions") which are separately determined and notified by the Company. The Special Terms and Conditions (hereinafter referred to as the "Special Terms and Conditions") may be applied to the Tool. In such cases, the Special Regulations shall take precedence over these Terms and Conditions with respect to the matters specified in the Special Regulations, and these Terms and Conditions shall apply with respect to matters not specified in the Special Regulations.
  3. This tool is subject to the Terms and Conditions (including the Special Terms and Conditions. The Tool shall be used only by those who have agreed to the Terms of Use (including the Special Provisions, the same shall apply hereinafter). The Subscriber (as defined in Article 2) may use the Tool only if he/she agrees to the Terms and Conditions (including the Special Terms and Conditions, hereinafter the same). The Subscriber (defined in Article 2) shall comply with these Terms of Use in using the Tool.
  4. If there is a separate agreement, memorandum, or other agreement between the Company and the Subscriber regarding the Tool, the provisions of such agreement, memorandum, or other agreement shall take precedence over these Terms of Use.

Article 2 (Definition of Terms)

The following terms used in these Terms and Conditions shall have the meanings set forth below.

  1. This tool is provided as an Excel file for the purpose of estimating the impact of converting current off-balance sheet contracts to on-balance sheet contracts based on the new lease accounting standards that were drafted and released in 2023 (hereinafter referred to as "the Purpose"). (hereinafter referred to as the "Purpose") shall mean the tool and its manual in Excel file format provided by the Company for the Purpose.
  2. Subscriber: means a legal entity or organization that has entered into the Tool Usage Agreement (defined in Item 8 of this Article) with the Company in accordance with these Terms and Conditions. (2) "Subscriber" means a legal entity or organization that has entered into the Tool Usage Agreement (defined in Item 8 of this Article) with the Company pursuant to these Terms and Conditions.
  3. Prospective Subscriber: A legal entity or organization that wishes to use the Tool.
  4. Subscriber Registration Information: means the application information and other information that a prospective Subscriber enters and registers on the Tool Application Site in order to enter into the Tool Usage Agreement, and subsequently adds or changes as necessary.
  5. Subscriber Information: Subscriber Registration Information and information related to the use of the Tool by the Subscriber and Joint Users (as defined in Article 6, Paragraph 6). Subscriber Information: means the subscriber registration information and all information concerning subscribers and joint users (defined in Article 6, Paragraph 6) that is disclosed by the Company in connection with or in the course of use of the Tool by subscribers and joint users (defined in Article 6, Paragraph 6).
  6. Tool Application Site: means the Company's website where applications for use of the Tool are accepted.
  7. Tool DL Site: means the Company's website where the Tool can be downloaded.
  8. Tool Usage Agreement: means the agreement formed in accordance with Article 5.1.
  9. Damages: means damages, losses, and expenses (including lost profits, indirect damages, and attorneys' fees to a reasonable extent) arising out of or in connection with an event. (2) "Damages, etc." means collectively the damages, losses and expenses (including lost profits and indirect damages and attorney's fees to the extent reasonable) arising out of or in connection with an event.

Article 3 (Notices)

  1. (2) The Company may notify the Subscriber of necessary matters from time to time by sending e-mail or, if this is difficult, by any other 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 sent by e-mail or in writing.
  3.  

Article 4 (Modification of these Terms of Use)

  1. The Company may add, delete, or change the contents of this Agreement without the Subscriber's approval. When adding, deleting, or changing the contents of this Agreement, the Company shall notify the Subscriber of the contents after such addition, deletion, or change with a reasonable notice period to be determined by the Company at its own discretion, and such addition, deletion, or change shall take effect 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 change the contents of this Agreement by notice to the Subscriber without prior notice as specified in the preceding paragraph or by specifying a notice period shorter than the period specified in the preceding paragraph. In this case, such addition, deletion, or modification shall take effect at the time of such notice or at the time specified in such notice.
  3. Notwithstanding the provisions of the preceding two Paragraphs, the Company 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.
  4. Notwithstanding the provisions of the preceding paragraphs, any addition, deletion, or modification of the contents of the Terms and Conditions that restricts the rights or aggravates the obligations of the Subscriber in comparison with the application of the provisions of the Civil Code, Commercial Code, or other laws not related to public order, and that unilaterally impairs the interests of the Subscriber in violation of the basic principles stipulated in Article 1, Paragraph 2 of the Civil Code, shall be subject to the following conditions (2) The limitation or aggravation of the Subscriber's rights or obligations, and those that unilaterally harm the interests of the Subscriber contrary to the basic principles stipulated in Article 1, Paragraph 2 of the Civil Code shall become effective only with the written consent of the Subscriber.
  5. 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 5 (Formation of the Agreement for the Use of the Tool)

  1. The Tool Usage Contract shall be concluded when a prospective subscriber submits an application for use of the Tool upon agreeing to the Terms and Conditions and other items specified by the Company on the Tool Application Site by sending the information specified by the Company through the online application function provided on the Tool Application Site, and the Company sends a notice to the prospective subscriber to the effect that the Company accepts such application. (2) The contract is concluded when the Company notifies the prospective subscriber that it accepts the application.
  2. (2) The Company may request the prospective subscriber who has applied based on the preceding paragraph to provide information necessary for identification and other purposes, and the prospective subscriber shall provide such information to the Company in accordance with such request. In addition, the Company may refuse to accept the application without disclosing the reason to the prospective subscriber who made an application based on the preceding paragraph, and the prospective subscriber may not raise any objection to the Company's refusal to accept such application.
  3. An individual who makes an application based on Paragraph 1 shall make such application on behalf of or on behalf of a corporation or other organization (hereinafter referred to as "corporation, etc.") that is a prospective subscriber. (2) An individual who makes an application pursuant to Paragraph 1 shall do so with legal and valid authorization from the juridical person, etc. concerned to make such application on behalf of or on behalf of a juridical person, etc. (hereinafter referred to as "juridical person, etc.") that is a potential subscriber.
  4. Even if the prospective subscriber suffers damages due to the fact that the application made by the prospective subscriber in accordance with Paragraph 1 did not reach the Company due to a malfunction in the communications environment or other reasons, the Company shall not be liable to the prospective subscriber for such damages.

Article 6 (Purpose of the Tool, Scope of Provision, etc.)

  1. (2) The Company shall notify the Subscriber of the URL of the Tool DL site and other information necessary for starting use of the Tool in a manner determined at the Company's discretion.
  2. The area in which the Company provides the Tool to the Subscriber shall be limited to Japan.
  3. The Tool is provided only for the Purpose, and may not be used by the Subscriber for any purpose other than the Purpose, such as resale, provision to a third party, or research and development.
  4. The Company shall not be liable to the Subscriber for any damages incurred by the Subscriber as a result of the failure of the Subscriber to download the Tool from the Tool DL site due to a malfunction of the communication environment or for any other reason.
  5. (3) MEDIASEE may request the Subscriber to provide information necessary for the purpose of confirming the usage of the Tool or for any other purpose, and the Subscriber shall endeavor to provide such information to MEDIASEE in accordance with such request.
  6. Notwithstanding the provisions of Paragraph 3, the Subscriber may allow its subsidiaries and affiliates (hereinafter referred to as "Joint Users") to use the Tool only for the Purpose and on the condition that the Joint Users comply with the provisions of these Terms of Use and the Tool Usage Agreement. In this case, the Subscriber shall not be liable for any loss or damage arising from the use of the Tool by the Joint User(s). In this case, any and all acts related to the use of the Tool by the Joint User shall be deemed to be acts by the Subscriber, and the Subscriber shall be liable to the Company for any breach by the Joint User of these Terms of Use or the Tool Usage Agreement.
  7. In the case of the preceding paragraph, the other party to whom SOFTBANK TELECOM assumes the obligations and responsibilities stipulated in these Terms of Use and the Tool Agreement is the Subscriber only, and SOFTBANK TELECOM does not assume any obligations or responsibilities to Joint Subscribers.

Article 7 (Principle of Self-Responsibility)

  1. The provision of the Tool to the Subscriber is performed when the Subscriber connects to the Tool DL site via the network and downloads the Tool. The Subscriber shall use the telecommunication equipment, telecommunication lines (including the conclusion of a telephone subscription agreement, mobile terminal subscription agreement, or subscription to an Internet service provider), software, and other computer environment (hereinafter referred to as the "Network") necessary to connect to the Tool DL Site and download the Tool. (iii) the telecommunications equipment, telecommunications lines (including entering into a telephone subscription agreement, entering into a mobile terminal subscription agreement, and subscribing to an Internet service provider), software and other computer environment ("Client Environment") (2) You shall prepare, at your own responsibility and expense, the equipment, telecommunication lines, software and other computer environment (hereinafter referred to as the "Client Environment").
  2. The Company shall not be liable to the Subscriber for any damage caused to the Subscriber due to a malfunction in the client environment caused by or in connection with the installation of software necessary for using the Tool or any other malfunction in the client environment caused by or in connection with the Subscriber's use of the Tool. The Subscriber shall not be held liable for any damage to the Subscriber.
  3. The Subscriber shall manage the Subscriber's registration information and the URL of the Tool DL site necessary for using the Tool at the Subscriber's own responsibility and expense. The Subscriber shall not disclose or allow a third party to use the Subscriber's registration information and the URL of the Tool's DL site, regardless of the method used.
  4. The Subscriber shall investigate at his/her own responsibility and expense whether or not the use of the Tool violates laws and regulations applicable to the Subscriber or the rules of the industry association to which the Subscriber belongs.
  5. The Subscriber shall bear full responsibility for the results of his/her use of the Tool, and shall not be liable for any damage caused to a third party arising from or in connection with the Subscriber's use of the Tool or other acts related to the Tool Usage Agreement (including damage caused to a third party due to a breach by the Subscriber of these Terms of Use). (This includes cases where the Subscriber causes damage to a third party due to a breach of these Terms of Use.) (2) If the Subscriber receives a claim, warning, inquiry, complaint, or other notification from a third party, the Subscriber shall handle and settle such claim, warning, inquiry, complaint, or notification at the Subscriber's own responsibility and expense. In addition, if the Company receives a claim, warning, inquiry, complaint, or other notice from a third party due to or in connection with the Subscriber's use of the Tool or other acts related to the Tool Usage Agreement, the Subscriber shall indemnify the Company for any damages caused by or in connection with such claims, warning, inquiry, complaint, or other notice.

Article 8 (Prohibited Matters)

  1. The Subscriber shall not engage in any of the following acts in connection with the use of the Tool, nor shall the Subscriber be involved in such acts by a third party. If the Subscriber commits such acts or is involved in such acts by a third party, the Subscriber shall indemnify the Company for any damages incurred by the Company or a third party arising from or in connection with such acts.
    1. (2) Any act that interferes or may interfere with the provision of the Tool.
    2. (2) Any act that infringes or may infringe on the intellectual property rights, privacy, or other rights of the Company or any third party.
    3. Acts that violate or may violate laws and regulations or offend public order and morals.
    4. Acts that violate the rules of the Company or any industry organization to which the Subscriber belongs.
    5. Acts of using the Tool for purposes other than the Purpose.
    6. Other acts that the Company deems inappropriate.
  2. If the Company determines that the Subscriber has committed any of the acts listed in the preceding paragraphs, the Company may, without prior notice to the Subscriber, suspend the Subscriber's use of the Tool or take any other measures that the Company deems appropriate.

Article 9 (Terms of Provision of the Tool)

  1. The Company shall provide the Tool to the Subscriber who has concluded the Tool Usage Agreement in accordance with the Tool Usage Agreement including these Terms of Use.
  2. The details of the contents of the Tool shall be determined by the Company at its discretion.
  3. There shall be no charge for the Tool.

Article 10 (Suspension of Use, Termination, etc. by the Company)

  1. If it is found that the Subscriber falls under any one of the following items, the Company may immediately, without prior notice or demand to the Subscriber, suspend the use of the Tool or cancel all or part of the Tool Usage Contract with the Subscriber, and the Subscriber shall not make any objection to these actions. 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 ten (10) business days after SBM has demanded correction of the violation.
    2. When the Company reasonably determines that it is necessary for the provision and management of the Tool
    3. When it is found that there is a false fact in the Subscriber's registration information
    4. If the Subscriber interferes in any way with the provision of the Tool
    5. (ii) If the Subscriber stops making payments or becomes insolvent, or files a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any other similar proceedings.
    6. (iii) When a bill or check drawn or accepted by the Bank itself is dishonored, or when the Bank is subject to suspension of transactions by a clearing house or other similar action
    7. When a petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction has been filed
    8. In the event of delinquent payment of taxes and public dues
    9. In the case of being subjected to a disposition for delinquent payment of taxes and public dues. The same shall apply hereinafter) (iii) If the Company determines that the applicant is an anti-social force, etc. (meaning organized crime groups, organized crime groups, right-wing groups, anti-social forces, or other similar persons.
    10. (iii) If the Company determines that there are other reasons similar to those listed in the preceding items.
  2. The Subscriber shall not be released from any obligation (including but not limited to the obligation to compensate for damages) to the Company or any third party under the Tool Usage Agreement even if the Tool Usage Agreement is terminated in accordance with the preceding paragraph. (2) The Company shall not be exempted from any obligation (including but not limited to the obligation to compensate for damages) to the Company or any third party under the Tool Usage Agreement even if the Tool Usage Agreement is terminated pursuant to the preceding paragraph.
  3. Even if the Subscriber or any third party suffers any damage or loss arising from or in connection with the suspension of the use of the Tool or the cancellation of all or part of the Tool Usage Agreement in accordance with Paragraph 1, the Company shall not be liable to the Subscriber for such damage or loss.

Article 11 (Discontinuation of Provision of the Tool by the Company)

  1. (3) SOFTBANK TELECOM reserves the right to discontinue provision of the Tool, in whole or in part.
  2. Even if the Subscriber suffers damages or other losses due to the discontinuation of the provision of the Tool as specified in the preceding paragraph, the Company shall not be liable to the Subscriber for such damages or other losses.

Article 12 (Handling of Confidential Information by the Company)

  1. The Subscriber shall not be liable to the Company for any loss or damage arising out of or in connection with (1) information provided by the Company to the Subscriber with a designation or notice that the information is confidential, (2) the terms and conditions of the agreement to use the Tool, (3) business or technical information of the Company obtained in connection with or in the course of use of the Tool, (4) URL of the Tool DL site or other information provided by the Company to the Subscriber on a limited basis (including the URL of the Tool DL site), and (5) any information provided by the Subscriber to the Company in connection with the provision of the Tool to the Subscriber. (4) the URL of the Tool DL site or other information provided by the Company exclusively to users of the Tool (hereinafter collectively referred to as the "Company's Confidential Information"). (3) You shall not use the Confidential Information (hereinafter collectively referred to as "Confidential Information") for any purpose other than the Purpose, and shall not provide, disclose, or leak the Confidential Information to any third party other than your own officers and employees who need to know the Confidential Information in order to use the Tool without our prior written consent.
  2. Notwithstanding the provisions of the preceding paragraph, the Subscriber may disclose the Company's Confidential Information to the Joint User only to the extent necessary to use the Tool for the Purpose. In such case, the Subscriber shall be responsible for ensuring that the Joint User complies with the obligations of the Subscriber stipulated in this Article.
  3. Notwithstanding the provisions of Paragraph 1, (1) information that was already generally known to the public when the Subscriber acquired it, (2) information that became known to the public after the Subscriber acquired it for reasons not attributable to the Subscriber, (3) information that the Subscriber acquired legally without being obliged to maintain confidentiality from a third party, and (4) information that the Subscriber acquired independently without using information obtained from the Company. (4) Information created by the Subscriber on his/her own without being obtained from the Company shall not be included in the Company's Confidential Information.
  4. The Subscriber shall return or destroy the Company's Confidential Information, documents and other recorded media containing or containing the Company's Confidential Information, and all copies thereof, without delay, at any time upon request by the Company.

Article 13 (Handling of Subscriber Information)

  1. 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, respond to inquiries from the Subscriber, or otherwise communicate with the Subscriber
    6. Investigation or confirmation of the existence of reasons for breach or termination of the Tool Usage Agreement
    7. Data analysis, etc. to the extent incidental or related to the purposes of the preceding items (including 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.
  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, of the Subscriber Information, (1) that which was already generally known to the public at the time of acquisition by the Company, (2) that which became known to the public after acquisition by the Company for reasons not attributable to the Company, (3) that which the Company acquired legally without being obliged to maintain confidentiality from a third party, and (4) that which the Company acquired from a third party for the purpose of (4) that is created independently without information obtained by the Company from the Subscriber may be used by the Company without limitation for the purposes set forth in Paragraph 1, and the Company shall not be obligated as set forth in Paragraph 2.
  4. The Company may, at its discretion, delete or dispose of Subscriber information at any time, whether before or after termination of the Tool Usage Agreement, and shall not be liable to the Subscriber for any damages, etc., even if such deletion causes damages, etc., to the Subscriber. In addition, regardless of the cause of termination, MEDINET, at its discretion, may continue to retain Subscriber Information and use it in accordance with this Article and Article 14 even after the termination of the Agreement for the use of the Tool.

Article 14 (Handling of Personal Information)

  1. MEDINET shall use the personal information contained in the Subscriber Information and other personal information obtained from the Subscriber for the provision of the Tool in accordance with the "Personal Information Protection Policy (URL :https://www.worksap.co.jp//privacy-policy/) " separately posted on the MEDINET website and the Personal Information Protection Law, and shall not use such personal information for any purpose other than the provision of the Tool, except in accordance with the following provisions. The Company will handle personal information obtained from subscribers for the provision of this tool and other personal information by taking appropriate measures to ensure information security in accordance with the "Personal Information Protection Policy (URL: )" posted separately on the Company's website and the Personal Information Protection Law.
  2. MEDINET may provide the personal information described in the preceding paragraph to a third party if it meets the requirements of Article 13, Paragraph 2, but even in that case, MEDINET must comply with the Personal Information Protection Law and fulfill the requirements of the said law.

Article 15 (Intellectual Property Rights)

  1. (2) The copyrights and other intellectual property rights of the Tool and any software, documents, and other contents used by the Company to provide the Tool (hereinafter collectively referred to as the "Tool, etc.") shall not be transferred to any third party. The copyrights and all other intellectual property rights of the Tools and the software, documents, and all other content used by the Company to provide the Tools (collectively, the "Tools, etc.") belong to the Company or a third party that is a licensor that has granted the Company a license for the intellectual property rights. The Subscriber shall not reverse engineer, decompile, or disassemble the Tools, etc., and shall not reproduce, publicly transmit (including making transmittable), modify, alter, alter, or adapt the Tools, etc., in whole or in part. (2) You shall not reverse engineer, decompile, or disassemble the Tools, etc., or reproduce, publicly transmit (including making transmittable), modify, alter, adapt, or disclose to any third party all or part of the Tools, etc.
  2. The Tool Application 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 to use or otherwise use such trademarks, logos, and service marks (hereinafter collectively referred to as "Trademarks, etc.").
  3. 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 Tool.
  4. 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.

Article 16 (Scope of Subscriber's Liability and Limitation of Damages)

  1. (2) The Company does not guarantee any of the following items regarding the Tool, nor does the Company assume any obligation with respect to such items.
    1. (1) That the use of the Tool by the Subscriber conforms to the laws and regulations applicable to the Subscriber or the internal rules of an industry organization.
    2. (2) The use of the Tool by the Subscriber does not infringe on the intellectual property rights or other rights of any third party.
    3. The Tool has specific functions, specifications, quality, or usefulness.
    4. The Tool is free from defects or failures and has a specified level of reliability, security, and efficiency.
    5. The results and effects obtained from the use of the Tool shall be accurate, reliable, and useful.
    6. (2) The use of the Tool shall not cause leakage, loss, or destruction of information or other information security problems or accidents, and the confidentiality, integrity, and availability of the information shall be maintained at all times.
    7. (3) The provision of the Tool shall not be interrupted or suspended, and the Tool shall not become unusable.
  2. Even if the Tool's application site provides links to third-party websites or links from third-party websites to these sites, the Company shall not assume any responsibility for such third-party websites or their contents.
  3. In addition to the preceding paragraphs, in no event shall MEDIASEE be liable to the Subscriber for any damages or compensation for breach of contract, tort liability, or any other legal cause of action, direct or actual damages, indirect damages, lost profits, or any other damages arising out of or in connection with the Tool or this Tool Use Agreement, regardless of the type of damages incurred or the existence of gross negligence. (2) The Company shall not be liable to the Subscriber for any damages or compensation in connection with the Tool or the Tool Agreement. However, if such exemption from liability is not effective according to the applicable laws and regulations, the Company's liability to the Subscriber with respect to the Tool or the Tool Usage Agreement shall be as set forth in each of the following items.
    1. Even if the Subscriber incurs any damage, etc. in connection with the Tool, the Company shall not be liable to the Subscriber for such damage, etc. except in the case of willful misconduct or gross negligence by the Company.
    2. In the event that SBM is liable to the Subscriber for damages or compensation in connection with the Tool or the Tool Usage 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 be limited to a maximum of 1,000 yen. The maximum amount of such liability shall be limited to ¥1,000. 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.

Article 17 (Prohibition of Assignment)

  1. The Subscriber shall not, without the Company's prior consent, lend, transfer (including but not limited to comprehensive succession due to merger or company split), change the name of, or pledge the position under the Tool Usage Agreement or the rights and obligations under such agreement, in whole or in part, to a third party. (2) The Company may not rent, assign (including, but not limited to, comprehensive succession due to merger or company split), change the name of, or provide for the purpose of security to any third party.
  2. (2) In the event that MCC transfers the business of the Tool to a third party (including, but not limited to, by way of business transfer, merger, or company split), MCC will not be liable for any loss or damage arising from such transfer, merger, or company split. In this case, the Subscriber shall be deemed to have agreed in advance to such succession.

Article 18 (Entire Agreement)

  1. The Tool Usage Agreement shall set forth the agreement between the Subscriber and SBM concerning the Terms and Conditions or the Tool as of the date of conclusion of this agreement, and shall not be deemed to be the agreement between the two parties, whether oral or written, nor shall any discussions, agreements, or materials, offers, or other communications provided by one party to the other party prior to the conclusion of this Tool Usage Agreement be deemed to be the contents of this agreement. In the event of any discrepancy between the content of these agreements and the content of discussions, agreements, or materials, offers, or other communications provided by either party to the other party prior to the execution of the Tool Usage Agreement, the Tool Usage Agreement shall prevail.
  2. The contents of this Agreement constitute the entire agreement between the Subscriber and the Company with respect to the Tool Usage Agreement and the Tool, and the Subscriber and the Company shall not assume any obligation or liability to each other with respect to the Tool Usage Agreement and the Tool beyond those set forth in this Agreement.

Article 19 (Validity and Individuality of the Agreement)

  1. Even if any provision or part of this Agreement is determined to be invalid or unenforceable under laws and regulations, the remaining provisions of this Agreement and the remaining parts of provisions that are determined to be invalid or unenforceable in part shall remain in full force and effect, and the Company and the Subscriber shall treat such invalid or unenforceable provision or part as legitimate, The Company and the Subscriber shall endeavor to modify such invalid or unenforceable provision or portion to the extent necessary to make it legal and enforceable, and to ensure that the intent and legal and economic effect of such invalid or unenforceable provision or portion are equivalent.
  2. If any provision or part of this Agreement is held invalid or revoked in relation to one Subscriber, such provision or part shall remain valid in relation to other Subscribers.

Article 20 (Survival Clause)

The provisions of Article 4.5, Article 6.4 and 7, Article 7.2 and 5, Article 10.2 and 3, Article 11.2, and Articles 12 through 22 of this Agreement shall survive the termination of the Tool Usage Agreement.

Article 21 (Governing Law)

The Terms of Use and the Tool Usage Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 22 (Agreed Jurisdiction)

If any problem arises between the Subscriber and the Company in connection with these Terms of Use or the Tool Usage Agreement, the two parties shall consult with each other in good faith, and if the problem is not resolved through consultation, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Supplementary Provisions

These Terms of Use shall be effective as of November 1, 2023.