Chapter One General Provisions Article 1. Definitions In these Terms of Use (“Terms of Use”), the terminology listed in the following paragraphs shall have the meanings described in each of the paragraphs: (1) “The Service” refers to the service operated and provided by Holoeyes Inc. (“the Company”), in accordance with Taiwan’s Medical Devices Act (醫療器材管理法) and these Terms of Use, as the Holoeyes MD business, which includes (i) the “Software Service” provided to the users of the Software for use and (ii) the “Capture Data Service” provided to users of MR Capture Data for viewing. (2) “Software Service” refers to the service provided for use by the user of the Software. (3) “Software” refers to the software developed by the Company as medical device, which processes medical electronic images in accordance with the DICOM (Digital Imaging and COmmunication in Medicine) standard, creating image data that cannot identify specific individuals and is intended for users to view for medical purposes, including an ancillary function to display the processed three-dimensional image data (excluding automated diagnostic functions) (commonly referred to as “General Image Diagnostic Device Workstation Program,” marketed as “Medical Image Processing Software Holoeyes MD,” certificated number: 302ADBZX00011000). Any revised and updated versions of the Software developed by the Company in the future shall also be included in the term “Software”. (4) “MR Capture Data” refers to the capture data recording the postures, gestures, sounds, and actions in virtual reality (VR), augmented reality (AR), and mixed reality (MR) by users (including physicians as members of the users) when using the Software. (5) “Capture Data Service” is a service for providing MR Capture Data uploaded to the server managed by the Company for viewing by the User. (6) “User” refers to a medical institution that uses the Service, having concluded a Use Agreement with the Company or Alliance Partner, pursuant to Article 6 (Establishment of Use Agreement), and which has not lost its position as a User, pursuant to these Terms of Use. (7) “Application Form” refers to the application form prescribed by the Company and located on the Website for application to use of the Service. (8) “Use Agreement” refers to an agreement concluded between the Company or Alliance Partner and the User regarding the use of the Service, established with the provisions of these Terms of Use as the contractual conditions, pursuant to the provisions of Article 6 (Establishment of Use Agreement) hereunder. (9) “ID and Password” refer to the code issued by the Company, the setting and combination of which are used to identify and authenticate the User. (10) “Service Fees” refer to the use fees for the Service payable by the User to the Company as provided in Article 12 (Service Fees and Other Monetary Terms). (11) “Website” refers to the website operated by the Company in connection with the Service, with the domain “https://md.holoeyes.jp” (including the changed website, if the domain name or the contents of the Website is changed for any reason whatsoever). (12) (Deleted)(13) “Attached Document” refers to the documents and the like, attached to the Software as a medical device, which are published on the Website (including any changes to the Attached Document and the like for any reason). (14) “User Manual” refers to the manual containing usage conditions, methods, and other necessary information related to the Software as a medical device, published on the Website (including any changes to the User Manual for any reason). (15) “Alliance Partner” refers to the Company’s Sales Partners who currently hold the status of licensee or a sales partner under the license agreement or sales agreement related to the Software that is concluded with the Company. Article 2. Application of Terms of Use 1. These Terms of Use apply to all relationships (including the content of the Service and matters relating to rights and obligations between the User and the Company regarding the Service) between the User of the Service and the Company, concerning the use of the Service. 2. In the event where the Company has established specific terms or other conditions for the use of the Service that the User wishes to use, those terms and conditions shall take precedence over the Terms of Use. 3. In addition to Terms of Use, the Attached Document, the User Manual, Privacy Policy, Help, Guide Page, FAQ Guidance and FAQ that exist separate to these Terms of Use also constitute part of the Terms of Use, and the User accepts this by using the Service. Article 3. Revisions of the Terms of Use 1. The Company may revise Terms of Use if it determines that the changes are in the best interests of the User or if there is a reasonable need for the revision considering the purpose of Terms of Use, the necessity of the changes, and the suitability of the content after revision. 2. In the event of a revision to the Terms of Use, the Company shall notify the User of the details of the revision and the effective date of the revision through a method determined by the Company. 3. The notification mentioned in the preceding section shall be made up to one month before the effective date of the revision to Terms of Use. However, in cases where revisions to the Terms of Use are required in accordance with the Medical Devices Act, the Personal Data Protection Act, other laws, guidelines established by the Ministry of Health and Welfare, other regulatory authorities, and industry associations (including guidelines related to medical research, among others, without limitation), the Terms of Use will be revised within a reasonable period as determined by the Company. 4. In the event of the Company revised the Terms of Use, the terms and conditions of providing the Service after the effective date of the revision shall be governed by the revised terms of use. Chapter Two Details of the Service Article 4. Details of the Service In accordance with the Use Agreement concluded with the User, the Company shall provide the following services as the Service: (1) Software Service By using the Software, the User can view, in the environment specified by the Company using the general-purpose IT equipment specified by the Company in the Attached Document (It should be noted that head-mounted displays and other virtual reality (VR) equipment will be added to align with updates in the Attached Document by the Company), image data that have been generated by using medical electronic images according to DICOM (Digital Imaging and COmmunication in Medicine) standard as source materials (hereinafter referred to as “ DICOM Data”) after having processed these in such a way that specific individuals cannot be identified (hereinafter referred to as the “Image Data”) (The Image Data includes an ancillary function to display the processed three-dimensional image data using virtual reality (VR) equipment. However, it does not include automated diagnostic functionality.) The Image Data consist of data created from image data created by the User using DICOM data as source materials and obtained from the User by the Company and then further processed by the Company. Additionally, all rights, ownership, interests, as well as all related copyrights, trademarks, patents, and other intellectual property rights related to the Image Data shall belong exclusively to the Company. (2) Capture Data Service MR Capture Data uploaded to the server managed by the Company can be viewed by the User, using equipment and an operating environment specified separately by the Company. Article 5. Changes to Service Content and Specifications The Company may update or modify the content or specifications of the Service from time to time, without obtaining the consent of the User. In such cases, the updated or revised Service, by the revision of the related terms of these Terms of Use, shall constitute the content of the Service and shall be treated in accordance with the revised Terms of Use, to which the User agrees in advance. Chapter Three Use Agreement Article 6. Establishment of the Use Agreement 1. Applicants wishing to use the Service (“Applicants”) shall apply to use the Service by entering the required information (including ID and Password) in the Application Form prescribed by the Company, and submit it to the Company or its Alliance Partner to apply for the use of the Service. Further, the Applicant is assumed to have filed the application having accepted the content of these Terms of Use and, when application is made, the Company shall assume that the Applicant has accepted the content of these Terms of Use. 2. The Use Agreement is established when, having received the Application Form referred to in the preceding section, the Company can decide at their own discretion to accept the application and notifies the Applicant that the use registration has been completed. 3. The contents of the Use Agreement are set out in these Terms of Use. 4. When a User wishes to correct or delete their personal information, the relevant User may request such correction or deletion to the Company in accordance with the provisions of the Privacy Policy and the Company shall respond to such requests in good faith in accordance with laws and regulations. Article 7. Period of Agreement, Period of Use and Period of Suspension 1. The valid period of the Use Agreement (the “Period of Agreement”) shall be the period set by the Company or its Alliance Partner for each ID and Password provided by the Company pursuant to Article 18 (Use of ID and Password), Section 1, which is calculated on a monthly basis (with each month commencing from the first day to the end of month) except when the User begins using the Service during a month and terminates the use in the middle of month other than the initial and final months. Unless the User expresses its intention to the contrary by 15th day of the month preceding the expiration date of the Use Agreement, the Use Agreement will be automatically extended under the same conditions for an additional one-year period, and this will continue unless terminated otherwise. 2. When the User requests the Company or its Alliance Partner for a period to use the Service during the Period of Agreement (the “Period of Use”) (on a monthly basis commencing from the first day to the end of month. As a general rule, the Service cannot be used on a daily basis. Even in exceptional cases where the User starts to use the Service in the middle of month, the Service Fees shall be calculated for one month) and the Company or its Alliance Partner approves such request, the User may use the Service under the Use Agreement throughout the Period of Use. 3. The User can, through the Service for the period other than the Period of Use included in the Period of Agreement (the “Period of Suspension”), solely view the Image Data and MR Capture Data generated in the Service within the past five years during the Period of Use, but cannot use other Service. The User shall be exempted from the obligation to pay the use fees of the Service only during the Period of Suspension. Article 8. Termination of Use Agreement The User may terminate the Use Agreement from a desired date (provided, however, that such termination shall be limited to the last day of the month in which the expiration date of the Period of Agreement as set forth in Article 7 (Period of Agreement, Period of Use and Period of Suspension) falls, and the same shall apply thereafter) by completing the Company’s prescribed termination application form with the required details and submitting this to the Company in writing or by electronic means by 15th of the month preceding the month in which the desired termination date falls. If the termination form does not contain the desired termination date or contain a date that does not comply with the provisions of this section, the termination application form shall be regarded as invalid. Note, also, that the User will not be able to terminate the Use Agreement should any unpaid financial obligations exist pursuant to the Use Agreement. Article 9. Cancellation of Use Agreement The Company may cancel the Use Agreement if it is discovered that any of the following apply to the User. (1) The User is in breach of the Terms of Use or the Use Agreement, and has not taken action to correct the breach within seven days of a warning being issued by the Company. (2) The Application Form or other documents or emails contain entries that are contrary to fact. (3) Bills or checks issued by the User have been dishonored. (4) The User has suspended payment or has become unable to pay. (5) A regulating authority has revoked the User’s business license or issued a business suspension order, business improvement order or some other administrative measure. (6) The User is subject to a petition filed by a third party for seizure, provisional seizure, provisional disposition, foreclosure or auction sale, or is subject to disposition for failure to pay taxes or public dues. (7) A petition has been filed against the User to commence bankruptcy proceedings, civil rehabilitation proceedings, corporate restructuring proceedings, special liquidation proceedings or similar proceedings, or the User’s credit situation has become significantly unstable. (8) A resolution has been passed to dissolve or abolish the User’s business, or to merge all or a significant part of the business, or the business has been bought out. (9) The User does not agree to changes in the Terms of Use or other related agreements, etc. (10) The Company judges that the User is an anti-social force as defined in Article 29 (“Disclaimer”), Section 2, and hereinafter the same.), or has some form or interaction or involvement with anti-social forces, such as support through the provision of funds or other assistance, or cooperation or involvement in their operation or management. (11) There is a possibility of occurrence of any of the foregoing. Article 10. Effect of the termination 1. Upon the termination of the Use Agreement, the Company may, at its own discretion, retain the materials and information (including copies of all or part of materials, etc.), etc. provided by the User for the use of the Service. However, the Company will delete said materials and information if so requested by the User. 2. The provisions of the preceding section notwithstanding, the User agrees that, upon the termination of the Use Agreement, the Company may continue to store and save (1) image data created by the User using the DICOM Data and (2) the Image Data (including 3D-processed image data) created by the User which is received from the User, according to laws and regulations, and, to the extent permitted by law, use such data for the purposes of the smooth operation and improvement of the Software and the Service, without charge , in any form, currently existing or developed in the future. Article 11. Discontinuation of Service The Company may discontinue the Service, in whole or in part, should any of the following apply, and may terminate the Use Agreement, in whole or in part, from the date of discontinuation. (1) The User has been notified at least 30 days before the date of discontinuation. (2) The provision of the Service, in whole or in part, has become impossible or very difficult, due to changes in applicable laws and regulations, natural disaster or other cause not attributable to the Company. (3) If the Company receives revocation of permits or licenses, suspension of operations, orders for business improvement, or other administrative measures based on the regulations from regulatory authorities. Chapter Four Payment of the Usage Fees Article 12. Service Fees and Other Monetary Terms 1. The Service Fees that shall be paid by the User to the Company or the Alliance Partner mean: ①For the Users utilizing the Software in medical facilities (the details of which shall be determined separately by the Company, hereinafter the same), the Service Fees shall be the amount presented separately by the Company or the Alliance Partner per set of ID and Password provided by the Company based on Article 18, Section 1; and ② For the Users utilizing the software in general facilities (the details of which shall be determined separately by the Company, hereinafter the same), the Service Fees shall be the amount presented separately by the Company or the Alliance Partner per individual user. 2. The consideration to be paid by the Company to the User in respect of cooperation in the creation of MR Capture Data and other monetary terms relating to the Service, are as stipulated separately by the Company. The User agrees in advance that the Company may, at its own discretion and without obtaining the consent of the User, make changes to these monetary terms. Article 13. Payment of Usage Fees 1. The User shall make the payment of the Service Fees to the Company or the Alliance Partner at the times and in the manner separately specified by the Company. Please note that any payment handling fees (including bank transfer fees) shall be borne by the User. Further, should the User fail to complete the payments stipulated in this section, the Company may temporarily suspend the provision of the Service, in accordance Article 26 (Temporary Suspension of Service), Section 2. 2. Unless there has been intentional fault or gross negligence on the part of the Company, no refunds of any kinds will be paid by the Company or the Alliance Partner with respect to Service related use fees received from the User, for whatever reason. Chapter five Use of the Service Article 14. Right to Use the Software 1. The Company grants the User the non-exclusive and non-transferable limited use right to use the Software for the purposes of viewing the Image Data during the Period of Agreement. The User may not sub-license, distribute, rent, lease, transfer or otherwise dispose of the Software or the rights to use it. Should the User attempt to use the Software in excess of the purposes described above, attempt to circumvent the technical protection measures of the Software, or use the Software in breach of the provisions of these Terms of Use (including attached documents and the User Manuals), the User’s rights in relation to the Software, in accordance with this section, will terminate immediately. 2. The Software related rights granted to the User in accordance with these Terms of Use are limited to those intellectual property rights owned by the Company or its licensors, and do not include any transfer or licensing rights to any other intellectual properties. 3. The User may not, in any manner whatsoever, decompile, disassemble or reverse engineer the Software, in whole or in part, or attempt any other similar action. 4. The User may not remove, change or obscure any product identification, copyright or other intellectual property identification marks (including but not limited to trademarks and logos) related to the Software, or other indications used by the Company on the Software. 5. Where the use of the Software involves the use of the rights of a third party and where said third party requires the User to comply with terms of use, etc., established by the third party, the User shall comply with said terms of use, etc., insofar as they pertain to the use of the Software. 6. The User acknowledges, on the condition that information required to be specified in the Attached Document stipulated in Article 33, Section 1 of the Medical Devices Act (“Required Information in the Attached Document”) is being published in electronic manuals, both the fact that the Attached Document does not include Required Information in the Attached Document, and the fact that it receives the provision of Required Information in the Attached Document by means of the use of the electronic manuals. Article 15. Attribution of Rights 1. The Company exclusively holds and retains all rights, ownership and equity relating to the Image Data, the Software (including but not limited to all images, animation, video, music and text contained in the Software) and MR Capture Data uploaded to servers managed by the Company, as well as the copyrights, trademark rights, patents and other intellectual property rights relating thereto. 2. The rights of the User to use the Software are limited to the rights granted in accordance with the provisions of the preceding Article (Right to Use the Software), and the User may not exceed this scope to duplicate, display, distribute, perform, publish, modify or otherwise make use of the Software, in whole or in part, nor create any secondary copyrighted works from the Software, without the prior written consent of the Company. 3. The rights of the User to view the MR Capture Data are limited to the use of equipment specified separately by the Company and in an operating environment specified separately by the Company, and the User may not exceed this scope to duplicate, display, distribute, perform, publish, modify or otherwise make use of the MR Capture Data, in whole or in part, nor create any secondary copyrighted works from the MR Capture Data, without the prior written consent of the Company. Article 16. Use by the User 1. The User shall comply with the terms of the Attached Document, the User Manual, and the Use Agreement when using the Service and the Software, and shall use them only for medical practice in the course of the User’s business. 2. The User shall use the Service and the Software at their own risk and expense, having ensured compliance with applicable laws. The final judgment on medical and healthcare practices is made by the User or the physicians as member s of the User, and the Company is released from any liability or responsibility regarding such judgment and results of said judgment, except in the cases where there is intentional or gross negligence on the Company. Article 17. Preparation of Equipment and Maintenance of Facilities for the Use of the Service 1. The User shall, at their own burden of responsibility and cost, prepare equipment to meet the operating environment specified in this Attached Document, and maintain a telecommunications service and other operating environment requirements necessary to use the Service. 2. In the event of any problem with the equipment and operating environment specified in the preceding section, the Company shall have no obligation to provide the Service to the User. 3. Where judged necessary for the maintenance of the Service or for operating or technical reasons, the Company may monitor, analyze and conduct investigation into the data provided or transmitted by the User through the Service, having first notified the User and obtained their consent. Article 18. Use of ID and Password 1. After the establishment of a Use Agreement, the Company will set up an ID and Password for the User and issue the User with these. The User should manage said ID and Password with the care of a good manager and may use them only within the ID and Password use privileges, and for the Period of Agreement, Period of Use and Period of Suspension set by the Company. Note that, depending on the User, the Company may provide multiple IDs and Passwords. 2. The ID and Password are for use by the User only, and may not be loaned, transferred, traded, pledged or otherwise disposed of to third parties. 3. When the Company has determined, using a prescribed method, that the entered ID and Password match the registered ones, it shall be judged that they have been used by the User. In the event of any damage suffered by the User or any third parties as a result of the use of these by a party other than the User, due to their theft, misuse or any other reason, the Company shall bear no liability whatsoever. Further, if, in the course of using the Service, the User enters wrong information and suffers disadvantage or damage, etc., as a result of said wrong information, the Company shall bear no liability whatsoever. Article 19. Manager and Contact Person 1. The User shall enter the names of a manager and a contact person related to Service in the Application Form referred to in Article 6 (Establishment of Use Agreement), Section 1, and any communications, confirmations, etc., from the Company with regard to the Service shall be made through said manager and contact person. 2. If there are any changes to the manager and contact person entered in the Application Form, the User shall promptly report this to the Company in writing or in other manners separately determined by the Company. The same shall apply to any further changes in the reported manager and contact person. Article 20. Ownership of User-Provided Data The ownership of the image data created by the User using the DICOM Data as materials, which refers to the image data that is the source of processing when the Company creates the Image Data (the “User-Provided Data”) transfers, free of charge, to the Company from the moment it is provided to the Company by the User. Article 21. Licensing of Rights Relating to User-provided Data 1. The User grants the Company free of charge the permission (including permission in accordance with copyright and any and all other rights included in User-provided Data) to use User-provided Data for the purposes of the smooth operation and improvement of the Software and the Service, including the creation of Image Data and the development and provision of the Software, without charge, without time limit and without conditions, in any form, currently existing or developed in the future. Further, the User also agrees not to exercise their moral rights concerning User-provided Data against the Company or any third party designated by the Company. 2. In order not to hinder the permission referred to in the preceding section, the User shall appropriately dispose of any rights (including copyright and any and all other rights) included in User-provided Data, before providing said data to the Company. In the event of any problem arising from said rights, the User shall resolve the matter at its own burden of responsibility and cost. Article 22. Warranty of User-Provided Data The User warrants the matters specified below with regard to User-provided Data provided to the Company for use in the Service. (1) The data do not infringe any copyright, trademark rights, portrait rights or any other rights of third parties. (2) There is no conflict with applicable laws and regulations. (3) With regard to the provision of User-provided Data to the Company, such data have been acquired by notifying expressly the patients the statutory notice information first and then obtaining the written consent of the patients from whom they have been acquired. (4) There are no details corresponding to the prohibited matters stipulated in Section 1 of the following Article (Prohibited Matters). Article 23. Prohibited Matters 1. When using the Service, the User must not carry out any acts that correspond to the following items. (1) Acts which violate applicable laws and regulations, orders, dispositions or other rules or regulations. (2) Acts which precipitate or promote criminal acts, or other acts that are linked to criminal acts. (3) Acts which infringe or may infringe upon the copyright, trademark rights, patent rights, portrait rights, privacy or other rights and interests of the Company or third parties. (4) Acts that cause a third party to use the Service. (5) Acts that involve the use of the Service by impersonating a third party. (6) Acts that involve the improper use of ID and Passwords issued in accordance with Article 18 (Use of ID and Passwords). (7) Acts that involve the transmission or writing of viruses or other harmful computer programs. (8) Acts that involve an attempt to derive or create a source program from an object program by decompiling, disassembling or reverse engineering systems related to the Software or the Service, or by any other method. (9) Acts that involve the duplication, modification or distribution of the contents of the Service or the Software, without the prior written consent of the Company. (10) Acts that involve the use of automated means (including but not limited to information gathering bots, robots, spiders or scrapers) to use the Service or to access systems related to the Service. (11) Acts that involve the slander of the Company or a third party, or injure their good name or credibility. (12) Acts that the Company judges to be in breach of the User’s warranty, as stipulated in the paragraphs of the preceding Article (Warranty of User-Provided Data). (13) Acts that hinder or may hinder the use or operation of a third party’s facilities or this Service. (14) Other acts that are or may be in breach of laws and regulations or contrary to public order and morals, or any other acts that may be reasonably judged by the Company to be inappropriate. 2. Should the User learn that any of the acts described in any of paragraphs of the preceding section has been committed, or is likely to be committed, they shall promptly notify the Company to that effect. 3. Should it be learned that any of the User’s acts correspond to any of paragraphs of Section 1, the Company may temporarily suspend the Service, in whole or in part, without any prior notification to the User. Article 24. Resolution of Disputes In the event of any dispute arising between the User and a third party (including patients from whom User-Provided Data is acquired, and the same in this Article) regarding the use of the Service by the User, or in the event that said third party has filed a claim against the Company or a business partner of the Company as a result of said dispute, the User shall promptly resolve the matter at their own burden of responsibility and cost, and shall not cause the Company or its business partner to suffer any loss or damage. However, this provision shall not apply in cases where the dispute is due to some cause that is attributable to the Company. Chapter Six Provision of the Service Article 25. Duty of Due Diligence The Company shall provide the Service with the due care of a good manager during the Period of Agreement of the Service. Article 26. Temporary Suspension of Service 1. The Company may suspend provision of the Service, in whole or in part, without prior notification to the User, should any of the following apply. (1) The Service requires maintenance. (2) The Company or the User may be exposed to disadvantage as a result of an excessive concentration of access, unauthorized access, virus attack or computer network failure, etc. (3) Suspension is unavoidable for operational or technical reasons. (4) The provision of the Service has become difficult due to court orders or other measures in accordance with laws and regulations. (5) The provision of the Service has become impossible or difficult due to accidents such as fire or power failure, natural disaster such as earthquakes or flooding, transportation difficulties, war, rioting, terrorism, labor disputes or other force majeure. (6) When the Company receives revocation of permits or licenses, suspension of operations, orders for business improvement, or other administrative measures based on the regulations from regulatory authorities. (7) Suspension has been caused by an operator (including but not limited to Internet providers, telecommunications carriers or other third parties operating delivery services) other than the Company. (8) The delivery of the Service has become impossible or difficult due to causes not attributable to the Company, and prior notification has become similarly impossible or difficult. (9) Other instances in which the Company judges that suspension is necessary, in compliance with the foregoing items. 2. Where any of the items of Article 9 (Cancellation of Use Agreement), or of Article 23 (Prohibited Matters), apply to the User, or where the User is in some other breach of the Use Agreement, the Company may suspend provision of the Service, in whole or in part, without prior notification or warning to the User. 3. In the event that the provision of the Service has been impossible due to any of the reasons described in each paragraph of Section 1 (except for Paragraph 6), the Company shall not bear any responsibility for any loss or damage suffered by the User or any third party as a result. Article 27. No warranty 1. As long as there is no breach of applicable laws and regulations, the Company makes no warranty that Software and the Service beyond their fitness for a particular purpose and effect as stipulated in the Attached Document. 2. The Company makes no warranty that the Service will not be interrupted or suspended, in whole or in part, and the Service may be interrupted or suspended, in whole or in part, if required by the circumstances of the Company. Should the User or a third party suffer loss or damages as a result of said interruption or suspension of the Service, the Company shall not bear any liability whatsoever, except where this has been due to the intent or gross negligence of the Company. 3. It shall be the User’s responsibility to make and store backup copies of data provided and transmitted through the Service, and the Company shall have no responsibility whatsoever for the storage, saving or backup of such data. Article 28. Liability for Damages 1. In the event that the User causes the Company to suffer loss or damages (including cases where, as a result of the User’s actions, the Company receives claims for damages from third parties, or other claims) in relation to their use of the Service, the User shall have the responsibility to compensate the Company for all loss and damage (including sums equivalent to the expenses of lawyers and other experts, and personnel expenses required by the case within the Company). 2. Regarding the use of the Service, in the event of loss or damages suffered by the User as a result of reasons attributable to the Company, regardless of default liability, tort liability or any other claims allowed under law, and limited to ordinary loss or damage directly and actually suffered by the User and resulting from reasons clearly attributable to the Company, with regard to the Service or the Use Agreement, the Company shall compensate the User for said damages. Further, the Company shall have no liability whatsoever to pay compensation for indirect damages, special damages, lost profits or any other derivative damages. Article 29. Disclaimer 1. The Company’s liability regarding the Service and the Use Agreement, for whatever reason, shall be limited to the scope described in the preceding Article (Liability for Damages), and the Company shall not be liable for any compensation, regardless of default liability, tort liability or any other claims allowed under law relating to damages suffered by the User arising directly or related to causes not attributable to the Company, nor shall any Service Fees pertaining to the Service be refunded. 2. The User represents to the Company that neither they themselves nor any persons related to them are an organized crime group, a member of an organized crime group, have ceased to be a member of an organized crime group for a period of less than five years, are an associate member of an organized crime group, a corporate affiliate of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, an organized crime group specializing in intellectual crimes, or any other similar entity (collectively, the “Organized Crime Groups”), have a relationship in which it is acknowledged that the management is controlled by an organized crime group, have a relationship in which it is acknowledged that an organized crime group is substantially involved in management, have a relationship in which it is acknowledged that they employ the services of organized crime group members to inflict damage upon third parties in order that they, their company, or a third party may benefit unjustly, have a relationship in which it is acknowledged that there is involvement in which funds or other forms of convenience are provided to organized crime groups, or that its directors or persons with substantial involvement in management have socially questionable relationships with organized crime groups (collectively, “Anti-social Forces”), and promise that none of these items will apply to them at any time in the future. Should the User be in breach of said promise, the Company may cancel the User’s Use Agreement and terminate their use of the Service, without any prior notification. In such a case, the Company shall not be liable in any way for any damages suffered by the User. Chapter Seven Miscellaneous Clauses Article 30 Confidentiality 1. Both the Company and the User shall maintain the confidentiality of any confidential information disclosed to them by the other party, relating to the use of the Service, and shall not disclose or leak said information to any third party without the prior written consent of the other party. However, in cases where the Company outsources part of the Service to a third party, confidential information of the User may be disclosed to said third party, to the extent necessary and on the condition that they are made subject to the obligations provided for in this Article. 2. The confidential information referred to in the previous section shall not include the following. (1) Information that was already publicly known before disclosure, or which was already in one’s own possession. (2) Information that becomes publicly known after disclosure, through no fault of one’s own. (3) Information acquired from a third party with legitimate authority. (4) Information that can be proven to have been independently developed or acquired by oneself. 3. Notwithstanding the provisions of Section 1 above, the Company and the User, when requested to disclose information by the invocation of public power in accordance with pertinent laws and regulations, shall be able to disclose confidential information to the extent required by the laws and regulations; provided, however, that in such a case, the Company or the User shall promptly notify the other party of said request, and where there are reasonable means that can be taken to protect the confidentiality of said confidential information, shall strive to avail themselves of said means. Article 31. Alliance and Sub-contracting The Company may, at its own discretion, alliance or sub-contract all or part of the work necessary to provide the Service to a third party, such as Alliance Partner. Article 32. Transfer of Rights 1. Without the prior written consent of the Company, the User may not transfer, sub-lease, trade, pledge or otherwise provide as collateral to any third party, their own rights or obligations, in whole or in part, pursuant to these Terms of Use and the Use Agreement, or carry out any similar act. 2. On the condition that terms and conditions will not be altered to the detriment of the User, the Company may, without the consent of the User, transfer to a third party, pledge as collateral or otherwise dispose of all of its status and rights pursuant to the Agreement. Article 33. Effect of Business Transfer Should the business of the Service be taken over by another party as a result of its being transferred to a third party, or due to corporate merger or demerger, the Company, in accordance with said transfer, etc., along with its status, rights and obligations pursuant to the Use Agreement, shall also be able to pass any registration information and other information relating to the User to the transferee. By this Article, the User is understood to agree in advance to such transfers, etc. Article 34. Governing Law The establishment, effectiveness, performance and interpretation of the Terms of Use and the Use Agreement shall be in accordance with laws of Japan. Article 35. Exclusive Jurisdiction In the event of the need for any litigation between the User and the Company, the Tokyo District Court shall be the exclusive court of jurisdiction in the first instance. Article 36. Consultation Where there are matters not stipulated in these Terms of Use, or where there is doubt as to the interpretation of any articles or sections, the User and the Company shall consult and resolve the matter in good faith. Enactment: April 1, 2020 Amendment: September 16, 2020 Amendment: May 18, 2021 Amendment: November 8, 2021 Amendment: July 8, 2022 Amendment: February 13, 2023