BASIC CONTRACT

Article 1 (Recitals)

• 1. The Second Party provides the First Party with the services set forth in the Alcohol Checker application form (hereinafter referred to as the "Application Form") designated by the Second Party, and the First Party pays the service usage fee as the consideration of the services.
• 2. An individual contract shall be executed upon receipt by the Second Party of the Application Form containing the required information from the First Party.

Article 2 (Lent Equipment)

The Second Party lends the First Party the system equipment (hereinafter referred to as "Lent Equipment") according to the Service as described in the Application Form. Only the equipment listed on the application form shall be loaned, and consumables shall be purchased separately by the First Party.

Article 3 (Service Duration)

• 1. The service start date shall be the date stated on the Application Form, and the service end date shall be the expiration date of the Service period.
• 2. The Service duration shall be one (1) year from the service start date.
• 3. In the absence of a written request by the First Party for termination at least one month prior to the expiration of the service duration, the service duration shall be extended for another one year. The same shall apply thereafter.

Article 4 (Payment)

The service fee for this Service shall be calculated based on the following conditions, and the Second Party shall invoice the First Party for the fee.

• 1. The First Party shall pay to the Second Party the monthly service fee as stated in the Application Form.
• 2. At the time of an accuracy check or sensor replacement, the Second Party shall measure the number of times the sensor is used, and divide the number of times by the number of months of use, and calculate the monthly service fee for the following month and thereafter. Considering the increase in the number of uses due to test operations and mishandling, the number of uses may be exceeded by up to 5% of the scheduled monthly use.
• 3. The monthly service usage fee shall be calculated on a monthly basis from the first day of the month to the end of the month.
• 4. The first and last monthly service fee will not be prorated even if the service starts or ends during the month.
• 5. The monthly rental fee will not be refunded even if the actual number of uses is less than the planned number of uses.
• 6. The bank transfer fee shall be borne by the First Party.
• 7. The First Party shall arrange the Second Party or other constructors for the installation of the Equipment related to the Service, and the First Party shall bear the cost of such installation separately.
• 8. The First Party shall set up individual data at the time of installation of the Service, or have individual data set up by the Second Party and pay a separate fee for it.

Article 5 (Cooperation)

The First Party shall provide the Second Party with the information about the usage conditions, usage methods, or other indication so that the Second Party can smoothly provide troubleshooting support for the Lent Equipment.

Article 6 (Special Maintenance Fees)

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

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

Article 7 (Outsourcing)

The Second Party may outsource part or all the work, such as maintenance work or equipment shipment, to a third party designated by the Second Party, and the Second Party shall be responsible for such outsourcing.

Article 8 (Scope of Liability)

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

Article 9 (Force Majeure)

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

Article 10 (Installation and Removal of Lent Equipment)

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

Article 11 (Use and Storage of Lending Equipment)

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

Article 12 (Breach of Obligation)

If the Lent Equipment is lost, damaged, or destroyed for reasons attributable to the First Party, or if the First Party infringes on the Second Party's ownership rights to the Lent Equipment, the First Party shall compensate the Second Party for the repair cost of the Lent Equipment when repair is possible, or for the replacement cost of the Lent Equipment when repair is impossible. However, if the damages suffered by the Second Party exceed the amount of the repurchase price, the First Party shall compensate the Second Party for all damages suffered by the Second Party.

Article 13 (Termination)

• 1. Notwithstanding Article 3-2, the First Party may terminate this Contract by notifying the Second Party in writing at least one month in advance.
• 2. Notwithstanding the provisions of the preceding paragraph, the First Party may not terminate this Contract for the first year of the Contract unless the First Party pays the full amount of the service charge for the remaining term of the contract.
• 3. For termination after the second year, payment of the service fee for the remaining period of the contract is not required. However, if the contract is terminated in the middle of the month, the monthly service fee will be billed in full, not on a pro-rata basis.

Article 14 (Cancellation)

• 1. The First Party may cancel the contract by expressing its intention in writing to the Second Party by the service start date.
• 2. In this case, the First Party shall pay to the Second Party a penalty of three (3) months' service usage fee.

Article 15 (Termination)

• 1. If the First Party falls under any of the following items, the Second Party may terminate the contract without notice or formal demand to the First Party.
  • (1)When payment of service fee is overdue for more than one (1) month
  • (2) When the First Party intends to move address thereof outside of Japan
• 2. If either the First Party or the Second Party falls under any of the following items, the contract may be terminated without notice or formal demand to the other party.
  • (1)When the Terms are breached
  • (2)When there is a disposition such as a provisional liquidation, provisional seizure, provisional disposition, distraint, petition for auction, coercive collection of taxes and public dues, or other petitions civil rehabilitation, bankruptcy, or corporate reorganization.
  • (3)When a bill or check is dishonored
  • (4)When a resolution is passed to suspend or discontinue business, or to dissolve the company, or when the company receives a disposition of suspension of business
  • (5)When the representative cannot be contacted
  • (6)When it is judged, based on objective facts, that the business continues to be running in a deficit or that it is difficult to continue the business
• 3. If any of the events in the preceding two paragraphs occurs to the First Party and the Second Party cancels the contract, other obligations of the First Party under the individual contract shall not be excused, except as provided in paragraph 2 or 3 of Article 13, according to the number of years from the start of the contract.
• 4. Even if any of the events in Paragraph 2 occurs to the Second Party and the First Party cancels the contract, the First Party may demand compensation from the Second Party for reasonable and direct damages, excluding indirect, incidental, consequential, and other similar damages.

Article 16 (Delayed Interest)

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

Article 17 (Damages for Late Return)

If the First Party fails to return the Lent Equipment by the return date, the First Party shall pay damages equivalent to the monthly service charge at the time of service termination from the service termination date until the return date, and even if the delay period after the second month is less than one (1) month, such delay period shall be rounded up to one (1) month, and no prorated calculation shall be made.

Article 18 (Prohibition of Software Reproduction)

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

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

Article 19 (Notice and Report)

• 1. When there is any change in the address, trade name, or representative of the First Party or the Second Party, the First Party or the Second Party shall immediately notify the other party of such change in writing.
• 2. In the event of the occurrence of any of the events set forth in paragraph 1 or paragraph 2 of Article 15, either the First Party or the Second Party shall immediately notify the other party in writing.
• 3. If the Second Party needs to confirm the installation, storage, usage, or other information of the Lent Equipment, which is the Second Party's fixed asset, the Second Party may request written reports from the First Party or request the First Party to enter the installation site, and the First Party shall cooperate with such request.

Article 20 (Confidentiality)

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

Article 21 (Hardship)

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

Article 22 (Settlement)

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

Article 23 (Jurisdiction)

The Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes related to this Contract.