BASIC CONTRACT
基本約款

Article 1 (Recitals)

• 1. The Second Party provides the First Party with the services set forth in the contract application form (hereinafter referred to as "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 is executed when the First Party makes an application with the Application Form and Second Party accepts it with an acceptance form.

Article 2 (Lent Equipment)

The Second Party lends the First Party free of charge the system equipment (hereinafter referred to as "Lent Equipment") necessary to provide the Service as described in the Application Form. The Second Party will lend equipment with functions nearly equivalent to the Lent Equipment specified in the Application Form in place of the Lent Equipment when it is deemed necessary for the provision of the Service.

Article 3 (Definition)

• 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 (1) month prior to the expiration of the service duration, the service duration shall be extended for another one (1) year. The same shall apply thereafter.
• 4. At the start of service, even if communication between the Lent Equipment and the data center cannot be established due to a failure caused by network or communication lines provided by the First Party other than the Lent Equipment, the prescribed service usage fee will be charged from the service start date stated in the Application Form.

Article 4 (Payment)

• 1. The First Party shall pay to the Second Party the annual service fee specified in the Application Form by the specified date.
• 2. The bank transfer fee shall be borne by the First Party.
• 3. 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.
• 4. The First Party shall set up individual data such as face 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 (Communication)

The First Party shall provide the communication lines, which are necessary for the Service, between the Lent Equipment and the Second Party's data center.

Article 6 (Contract Application)

The First Party shall cooperate with the Second Party in accordance with the following items so that the Second Party can smoothly provide on-call support for the Lent Equipment.

• (1)To provide the necessary and appropriate software and equipment usage time for the work
• (2)To allow engineers to enter the First Party's installation site to perform work.
• (3)To provide necessary electric power and consumables, and to let the Second Party to use the First Party's connecting equipment, communication media equipment, and tools for the performance of the work

Article 7 (Special Maintenance Fees)

In the event of on-call support 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 perform the relevant maintenance 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)Communication failure between the First Party's network or installation site and the data center
• (7)Failure due to the use of parts or accessories other than those specified by the Second Party
• (8)Force majeure or other causes beyond the control of either party as specified in Article 10
• (9)Work specified in Article 11-2
• (10)Subsequent handling of the fault for the same reason when the First Party fails to take the action requested by the Second Party
• (11)Other cases that are not regarded as the responsibility of the Second Party

Article 8 (Outsourcing)

The Second Party may outsource part or all of the work, such as on-call support and maintenance, to a third party designated by the Second Party, and the Second Party shall be responsible for such outsourcing.

Article 9 (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 10 (Force Majeure)

Notwithstanding the provisions of Article 9, the Second Party shall not be liable for any damages incurred by the First Party or other parties due to any of the following reasons, regardless of whether such damages are caused by default of obligation, tort liability, or any other legal cause of claim.

• (1)Damage caused by loss or disappearance of data managed or stored by the First Party as a result of use of the Service.
• (2) In the event of fire, flood, earthquake, lightning, or other force majeure

Article 11 (Change in Subscriber)

• 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 without delay 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 12 (Use and Storage of Lent Equipment)

The Second Party may discontinue or suspend the provision of the Camera System Maintenance Service if any of the followings are breached.

• 1. The First Party shall keep the Lent Equipment in use 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, sublease, or modify the Lent Equipment without the written consent of the Second Party. 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. The First Party shall not 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 without the written consent of the Second Party.
• 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 Lent 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 13 (Breach of Obligation)

If the Lent Equipment is lost or damaged due to 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 reimburse the Second Party for the replacement cost of the lost Lent Equipment, the repair cost of the damaged Lent Equipment, or any damages suffered by the Second Party due to infringement of ownership rights.

Article 14 (Termination)

• 1. During the service period specified in paragraphs 2 and 3 of Article 3, the Second Party accepts termination of the contract on condition that the full amount of the service charge for the remaining service period of the contract is paid.

Article 15 (Cancellation)

• 1. If the First Party cancels the application after individual contract are executed but before the service start date, the cancellation must be made in writing, and the cancellation shall be effective as of the date of receipt of the written cancellation by the Second Party.
• 2. In this case, the First Party shall pay to the Second Party a penalty of three (3) months' service usage fee.

Article 16 (Delay of Performance)

• 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 the service usage fee is overdue for more than one 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 the business, or to dissolve the First Party, or when the First Party 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. Even in the event of termination of the contract by the Second Party when any of the events described in the items of paragraph 1 or paragraph 2 occurs to the First Party, the other obligations of the First Party under the individual contract, including the payment of the full service usage fee for the remaining service period of the contract as provided in Article 14, shall not be exempted.
• 4. Even if any of the events in paragraph 2 occur to the Second Party and the First Party terminates 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 17 (Delayed Interest)

If the First Party delays the performance of its obligations under an 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 18 (Damages for Late Return)

If the First Party delays the return of the Lent Equipment for more than one (1) month due to the First Party's circumstances, the amount of damages for each month of delay shall be equivalent to the monthly service usage fee stated in the Application Form, and the First Party shall pay the same amount to the Second Party. Even when the delay period after the second month is less than one (1) month, the fraction will be rounded up to the nearest one (1) month, and no calculation will be made on a per diem basis.

Article 19 (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 a 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 20 (Subscriber's Liability)

• 1. If 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 16, 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 21 (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 in the performance of this Contract or after the termination of this Contract/expiration of the term of this Contract.

Article 22 (Hardship)

If, 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 23 (Change in Subscriber's Position)

• 1. The Second Party shall handle the personal information in the Second Party provided by the First Party in accordance with the Privacy Policy (https://www.security-d.com/privacy/).
• 2. In the event that the First Party provides personal information to the Service, or causes a third party to provide personal information to the Second Party, the First Party shall represent and warrant that the First Party complies with the applicable data protection law by implementing all the procedures or measures required under the data protection law for the provision of such personal information (including but not limited to approval of the administrative agency, consent of the subject of personal information {limited to the method required under the data protection law and other requirements}, preparation of contracts or other documents required by the data protection law, implementation of security control measures for the protection of private information).

Article 24 (Elimination of Antisocial Forces)

The First Party and Second Party shall represent and warrant that neither they themselves nor their officers or persons substantially involved in their management fall under the following categories: organized crime groups, organized crime group members, companies affiliated with organized crime groups, corporate racketeers, racketeers disguising themselves as political or social activists, special organized groups for racketeering, or other antisocial forces, special intelligent crime groups, and other antisocial forces (hereinafter referred to as "Antisocial Forces"), and shall not have any relationship with Antisocial Forces, and shall not use any violent, threatening, or fraudulent language or behavior in its dealings with the other party or third parties that may raise questions about the applicability of or relationship with Antisocial Forces.

Article 25 (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 26 (Jurisdiction)

If a lawsuit becomes necessary, the Tokyo District Court shall be the court of exclusive jurisdiction in the first instance.