BASIC CONTRACT>

Article 1 (Recitals)

1. Security Design, Inc. (hereinafter referred to as "Second Party") provides the EVENT SPIDER service (hereinafter referred to as "Service") and grants the subscriber (hereinafter referred to as "First Party") a non-exclusive license to use the Service.

Article 2 (Execution of Individual Sales Contract)

• 1. The Service Usage Contract (the Service Usage General Terms and Conditions and the Service Usage Application Form together referred to as the "Service Usage Contract") shall come into effect once the First Party submits the Service Usage Application Form to the Second Party or its sales agent in accordance with these General Service Usage Terms and Conditions, and the Second Party sends a notice of acceptance.
• 2. If there is any inconsistency between the General Service Usage Terms and Conditions and the Service Usage Application Form, the Service Usage Application Form shall prevail.

Article 3 (Types and Content of the Service)

• 1. The type of Service to be provided by the Second Party and its contents shall be as set forth in the Service Usage Application Form.
• 2. The First Party accepts and agrees to the following before using the Service.
  • (1)There may be cases in which the Service is defective that are not attributable to the Second Party, including the cases listed in each item of Article 19-1.
  • (2)The Second Party shall be excused from all responsibility for any malfunction of this Service that is not caused by the Second Party.
• The contents of the Service shall be set forth in the Service Usage Contract, and the following items shall not be provided to the First Party.
  • (1)Inquiries and troubleshooting for software and hardware
  • (2)Supply of external storage media such as CD and USB memory devices, as well as consumables such as ink ribbons and paper
  • (3)Inquiries about the contents and changes pursuant to the data of this Service

Article 4 (Areas of Service)

The Service shall be provided only within Japan, unless otherwise specified in the Service Usage Contract or other terms.

Article 5 (Sub-consignment)

The Second Party may, at its own discretion, sub-contract to a third party part or all of the work necessary to provide this Service for the First Party. In such case, the Second Party shall make such subcontractor (hereinafter referred to as "Subcontractor") assume the same obligations as those of the Second Party in the Service Usage Contract with respect to the performance of such subcontracted services, in addition to Articles 21 and 22.

Article 6 (Notification)

• 1. Unless otherwise specified in the Service Usage Contract, notifications from the Second Party to the First Party shall be made by e-mail, in writing, or posted on the Second Party's website, or by any other method that the Second Party deems appropriate.
• 2. In the case where the Second Party notifies the First Party by sending an e-mail or posting a notice on the Second Party's website in accordance with the preceding paragraph, such notice to the First Party shall become effective at the time of sending the e-mail or posting the notice on the website, respectively.

Article 7 (Service Usage Fee)

The usage fee for this Service shall be as set forth in the terms and conditions of the Service Usage Application Form.

Article 8 (Payment Obligation)

• 1. The First Party shall pay to the Second Party the service usage fee for the usage period of the Service and consumption tax thereon in the manner set forth in Article 9. If the First Party fails to complete payment as specified in this Article, the Second Party may suspend the provision of the Service as provided in Article 25-3.
• 2. During the term of the Service Usage Contract, even if the Service is unavailable due to interruption or suspension of the provision of the Service as stipulated in Article 25 or for any other reason, the First Party shall be required to pay the Service Usage Fees and consumption tax thereon during the term of the Service Usage Contract, except where reasons for such unavailability is attributable to the Second Party, in which case the provisions of Article 18 shall apply.

Article 9 (Payment Method)

• 1. The First Party shall pay the Service Usage Fees and consumption tax thereon by the due date specified in the Service Usage Application Form by bank transfer to the bank account designated by the Second Party. Any transfer fees or other costs necessary for payment shall be borne by the First Party

Article 10 (Delayed Interest)

• 1. If the First Party fails to perform the payment of the Service Usage Fees or any other obligations under the Service Usage Contract after the prescribed payment due date, the First Party shall pay the amount calculated at the interest rate of 14.0% per annum for the number of days from the day following the prescribed payment due date to the day before the payment due date, as interest for the overdue payment, together with the Service Usage Fees and other obligations by the date designated by the Second Party by bank transfer to the bank account designated by the Second Party.
• 2. The First Party shall bear all bank transfer fees and other costs necessary for the payment in the preceding paragraph.

Article 11 (Principle of Self-responsibility)

• 1. If the First Party causes damage to a third party due to reasons attributable to the First Party, or if a claim or other demand is made by a third party in connection with the use of the Service, the First Party shall handle and resolve such claim or demand at its own responsibility and expense. The same shall apply when the First Party suffers damages from a third party or files a claim against a third party in connection with the use of the Service.
• 2. Any information and content (hereinafter collectively referred to as "Data") provided or transmitted by the First Party using the Service shall be provided at the responsibility of the First Party, and Second Party shall make no warranty of any kind regarding the contents thereof, and shall not be liable for any damages resulting therefrom.
• 3.If the First Party causes damage to the Second Party by its willful act or negligence, the First Party shall compensate the Second Party for such damage.

Article 12 (Setup and Maintenance of Equipment)

• 1. The First Party shall, at its own expense and responsibility, set up the First Party's equipment under the conditions specified by the Second Party, and maintain the First Party's equipment and environment for use of the Service.
• 2. In using the Service, the First Party shall, at its own responsibility and expense, connect its facilities to the Internet using telecommunication services provided by telecommunication carriers or other service providers. If there is a malfunction in the Internet connection or the environment for using the Service, the Second Party shall not be obligated to provide the Service to the First Party.

Article 13 (User ID and Password)

If a third party uses the First Party's user ID and password to use the Service, such act shall be deemed to be the First Party's act, and the First Party shall be responsible for payment of the usage fees and all other obligations related to such use. In addition, if the Second Party suffers any damage as a result of such action, the First Party shall compensate for such damage, unless the user ID and password are used by a third party due to the willful act or negligence of the Second Party.

Article 14 (Data Backup)

The First Party shall, at its own responsibility, store the same Data or other necessary Data provided and transmitted by the First Party in the Service as a backup, and the Second Party shall not be responsible for any storage, preservation, backup, or other handling of such Data.

Article 15 (Prohibitions)

• 1. The First Party shall not engage in any of the following acts in connection with the use of the Service.
  • (1)Any act that infringes, or may infringe, any copyright, trademark, other intellectual property/other right of the Second Party or any third party
  • (2)Falsifying or deleting the contents of this Service or information that may be used by this Service
  • (3)Allowing a third party to use the Service in breach of the Service Usage Contract
  • (4)Violation of laws and regulations or public order and morals, or acts that cause disadvantage to the Second Party/third parties
  • (5)Acts that discriminate against or slander others, or defame their honor/credit
  • (6)Acts that lead or may lead to crimes such as fraud
  • (7)Transmitting or posting images/documents that are obscene, child pornography, or child abuse
  • (8)Establishing or soliciting to establish a pyramid scheme
  • (9)Using the Service by impersonating a third party
  • (10)Transmitting or posting harmful computer programs such as viruses
  • (11)Sending advertisements, promotional, solicitation e-mails to a third party without permission, or sending e-mails that are or may be objectionable to a third party (harassing e-mails)
  • (12)Any act that interferes/may interfere with the use/operation of a third party's facilities or other properties or facilities for the Service
  • (13)Linking for the purpose of facilitating the act, knowing that the act falls under any of the preceding items
• 2. If the First Party becomes aware of any act falling under any of the items of the preceding paragraph, or determines that such an act is likely to be committed, the First Party shall immediately notify the Second Party of such act.
• 3. If the Second Party learns that any of the actions of the First Party fall under any of the items of paragraph 1, or that the Data provided by the First Party is related to any of the actions in paragraph 1, the Second Party may, without prior notice to the First Party, temporarily suspend part or all of the Service, or delete the information related to any of the actions in paragraph 1. For avoidance of doubt, the Second Party shall not be obligated to monitor the First Party's acts or the Data provided or transmitted by the First Party (including the case where such data is deemed to be used by the First Party).

Article 16 (Due Diligence)

The Second Party shall provide this Service with the due diligence of a prudent merchant during the period of use of this Service, unless otherwise stipulated in the Service Usage Contract.

Article 17 (Facility Failure)

• 1. If the Second Party learns of any failure of the Service Facilities, the Second Party shall notify the First Party of such failure without delay, and repair/restore the service facilities without delay.
• 2. If the Second Party learns that there is a fault in the telecommunication line rented by the Second Party that connects to the service facilities, the Second Party shall instruct the telecommunication carrier that provides said telecommunication line to repair/restore the line.
• 3. In addition to the above, in the event of any malfunction of the Service, the First Party and the Second Party shall notify the other party without delay, and both parties shall determine the measures to be taken and implement them upon consultation between the First Party and the Second Party.

Article 18 (Limitation of Damages)

• 1. The scope of liability of the Second Party to the First Party for damages in connection with the Service/Service Usage Contract, regardless of default, tort, or any other legal cause of claim, shall be limited to ordinary damages actually incurred by the First Party as a direct result of a cause attributable to the Second Party or a breach of the Service Usage Contract by the Second Party, and the amount of compensation for damages shall not exceed one (1) month's monthly Service Usage Fee. However, the First Party's claim for damages against the Second Party may be made only when the First Party has implemented the corresponding measures in accordance with Article 17-4 or other provisions, if the First Party is required such measures. The Second Party shall not be liable for damages arising from reasons not attributable to the Second Party, damages arising from special circumstances whether or not they are foreseen by the Second Party, and lost profits.

Article 19 (Limitation on Liability)

• 1. The liability of the Second Party for this Service or the Service Usage Contract shall be limited to the scope of the preceding article, regardless of the reason, and the Second Party shall not be liable for compensation for damages incurred by the First Party due to any of the following reasons, regardless of default of obligation, tort, or any other legal cause of claim.
  • (1)Force majeure such as natural disaster, disturbance, riot, or other uncontrollable events
  • (2)Failure of the First Party's facilities or failure of the First Party's connection environment such as malfunction of the Internet connection service to the facilities for the Service
  • (3)Damages caused by the performance value of the Internet connection service such as response time from the facilities for this Service
  • (4)Infiltration into the service facilities of computer viruses of a type for which a third party's antivirus software installed by the First Party has not been provided with virus definition files or virus pattern files by said third party
  • (5)Unauthorized access to the facilities for this Service or an interception on the communication path by a third party that cannot be prevented with the due diligence of a prudent merchant
  • (6)Damages caused by the First Party's failure to comply with the procedures, security measures, or other provision specified by the Second Party
  • (7)Damage caused by software (OS, middle ware, DBMS) and database not manufactured by the Second Party among the facilities for this Service
  • (8)Damage caused by hardware not manufactured by the Second Party among the facilities for this Service
  • (9)Damages caused by malfunction of telecommunication services provided by telecommunication carriers
  • (10)Compulsory dispositions pursuant to Article 218 of the Code of Criminal Procedure (Seizure, Search and Verification by Warrant), the provisions of the Act on Communications Interception for Criminal Investigation, or other compulsory dispositions pursuant to court order or law
  • (11)Accidents such as loss of delivered items during transportation due to reasons not attributable to the Second Party
  • (12)Causes related to the Subcontractor's business wherein there is no fault or negligence on the part of the Second Party in the appointment and supervision of the Subcontractor
  • (13)Other reasons not attributable to the Second Party
• • The Second Party shall not be liable for any disputes between the First Party and any third party arising from the First Party's use of the Service.

Article 20 (Service Quality)

• 1. The Second Party will use commercially reasonable efforts to provide the Service to meet the standards in the "EVENT SPIDER® Service Level Indicators" (hereinafter referred to as "Service Level Indicators") in the Annex to the Service Usage General Terms of Conditions as a goal of effort.
• 2. The Second Party may change the Service Level Indicators at any time, and the changed Service Level Indicators shall apply as of the date designated by the Second Party.
• 3. The Service Level Indicators are the goals of the Second Party's efforts with respect to the Service, and the Second Party shall not be liable for any damages or any other liability even if the Service Level Indicators fall below the Service Level Indicator values described in the Service Level Indicators.
• 4. The Service Level Indicators do not apply to problems arising from the services excluded in the Service Usage Contract and by disclaimers.

Article 21 (Personal Information)

• 1. The First Party and Second Party shall not disclose/divulge to any third party any technical, sales, or other business information provided by the other party for the performance of this Service, including Data that the other party has designated in writing in advance to be particularly confidential and that, at the time of its provision, specifies the scope of the confidential information and clearly indicates that the information is confidential (hereinafter referred to as "Confidential Information"). However, this shall not apply to information that falls under any of the following items, or to information for which the other party has given prior written consent:
  • (1)Information already owned without any obligation of confidentiality
  • (2)Information lawfully learned from a third party without any obligation of confidentiality
  • (3)Information developed independently without information provided by the other party
  • (4)Information that has become public knowledge without violating the Service Usage Contract, whether before or after the receipt of such information.
  • (5)Information provided without designation in accordance with this article, specification of the scope, or indication that the information is confidential.
• 2. Notwithstanding the provisions of the preceding paragraph, the service contents stipulated in the Service Usage Contract shall be deemed to have been designated, specified in scope, and indicated to be confidential as stipulated in the preceding paragraph.
• 3. Notwithstanding the provisions of the preceding paragraphs, the First Party and the Second Party may disclose the Confidential Information that is required to be disclosed pursuant to the provisions of laws and regulations or at the request of an authorized government agency to the party to whom such information is disclosed pursuant to the provisions of such laws and regulations or to such government agency. In such case, unless contrary to the relevant laws and regulations, the First Party and Second Party shall notify the other party of the disclosure before such disclosure, or if such notification cannot be made before the disclosure, it shall be made promptly after the disclosure.
• 4. The party receiving Confidential Information shall take necessary measures to manage such Confidential Information.
• 5. The party who has received Confidential Information from the other party shall use the Confidential Information provided by the other party only for the purpose of performing the Service, and may reproduce or modify (hereinafter in this article referred to as "Reproduction") materials in which the Confidential Information is embodied (hereinafter in this Article referred to as "Materials") to the extent necessary for the performance of the Service. In such case, the First Party and the Second Party shall treat such duplicated Confidential Information as the Confidential Information under this article. If the Reproduction exceeds the scope necessary for the performance of this Service, written consent shall be obtained from the other party in advance.
• 6. The party who has received Confidential Information shall, upon request of the other party, return to the other party the Materials (including the Confidential Information that has been reproduced or altered with the other party's consent in accordance with paragraph 4 of this article).
• 7. The provisions of this article shall remain in effect for five (5) years after termination of the Service.

Article 22 (Handling of Personal Information)

• 1. The First Party and Second Party shall use only for the purpose of performing the Service any personal information (Personal Information as defined in the Act on the Protection of Personal Information) contained in operation or other business information provided by the other party, shall not disclose/leak such personal information to any third party, and shall comply with all applicable laws and regulations, including those relating to the protection of personal information.
• 2. The provisions of Article 21, paragraphs 4 through 7 of the preceding article shall apply mutatis mutandis to the handling of personal information.
• 3. The provisions of this article shall survive the termination of the Service.

Article 23 (Modification of Contract)

• 1. A modification in the Service Usage Contract shall take effect when the First Party submits a Service Usage Contract modification application form to the Second Party or sales agent thereof, and when the Second Party sends a notice of acceptance, provided that such modification shall be the addition of service contents or the number of connecting devices.
• 2. Notwithstanding the preceding paragraph or any other provisions of the Service Usage Contract, the Second Party or sales agent thereof may not execute a Service Usage Contract or a Service Usage Modification Contract if the First Party falls under any of the following items:
  • (1)When the Service Usage Contract has ever been terminated due to nonperformance of financial obligations related to the Service or other violations of the Service Usage Contract;
  • (2)When there is any false statement, misdescription, or omission in the Service Usage Contract Application Form or Service Contract Modification Application Form;
  • (3)When there is a risk that the First Party may fail to fulfill its financial obligations or other obligations under the Service Usage Contract; or
  • (4)When the Second Party deems it inappropriate for any other reason.

Article 24 (Change Notification)

• 1. If there is any change in its trade name or other names, head office location or address, contact information, or any other matters related to the First Party in the Service Usage Contract, the First Party shall notify the Second Party or its sales agents of such change at least 30 days prior to the scheduled date of such change in a manner determined by the Second or its sales agent.
• 2. The Second Party shall not be liable for any damage incurred by the First Party due to non-receipt of the notification or any other reason when the First Party fails to give notice in accordance with the preceding paragraph.

Article 25 (Suspension and Termination)

• 1. In any of the following cases, the Second Party may suspend provision of this Service without prior notice to or consent of the First Party.
  • (1)When maintenance is performed due to a malfunction of the equipment for this Service
  • (2)When unavoidable for operational or technical reasons arise
  • (3)When this Service cannot be provided due to force majeure such as natural disasters
• 2. The Second Party may temporarily suspend provision of this Service upon prior notice to the First Party in order to perform periodic inspections of the facilities for this Service.
• 3. The Second Party may terminate provision of all or part of the Service without prior notice or demand to the First Party if the First Party falls under any of the items of Article 28-1, or if the First Party has breached the Service Usage Contract by failing to pay the Service Usage Fee or by other ways.
• 4. The Second Party shall not be liable for any damage incurred by the First Party or any other third party as a result of the suspension or termination of this Service for any of the reasons set forth in the preceding paragraphs.

Article 26 (Term of Service Usage Contract)

• 1. The initial term of this Service Usage Contract shall be two (2) years, and the Service Usage Contract term shall be automatically renewed for another one (1) year from the day following the expiration date, and the same shall apply thereafter, unless otherwise indicated in writing by either the First Party or Second Party 60 days prior to the expiration date.
• 2. The Second Party shall be able to change the types, contents, usage fees, and other contents of the services in the Service Usage Contract after renewal by notifying the First Party 60 days prior to the expiration of the Service Usage Contract.

Article 27 (Termination from the First Party)

• 1. The First Party may terminate the Service Usage Contract even in the middle of the Service Usage Contract term by notifying the Second Party or its sales agent in writing at least 60 days prior to the expiration date.
• 2. For the first two (2) years, the service usage fee for the remaining contract term shall be paid, except for the service usages fee for the remaining term of the renewed term.

Article 28 (Immediate Termination)

• 1. If either the First Party or Second Party determines that the other party falls under any of the following items, the First Party or Second Party may terminate part or all of the Service Usage Contract without prior notice or formal demand to the other party.
  • (1)When there are false entries or omissions in the Service Usage Contract Application Form, the Service Usage Contract Modification Application Form, or other notification.
  • (2)In the event of suspension of payment or insolvency of payment
  • (3)When a bill or check is dishonored
  • (4)When there is a petition for seizure, provisional seizure, or auction, or when there is a disposition for delinquent payment of taxes and public dues
  • (5)When a petition for bankruptcy, the commencement of corporate reorganization proceedings or civil rehabilitation proceedings is filed, or when there is a serious concern about the credit standing of the customer
  • (6)When the business license is canceled or suspended by the supervisory authority
  • (7) In the event of breach of the Service Usage Contract when the First Party fails to correct such breach within a reasonable period of time after the Second Party has demanded that such violation be corrected
  • (8) In the event of a resolution for dissolution, capital reduction, transfer of all or a significant portion of business, or other such decisions
  • (9)When circumstances arise that make it difficult to fulfill the Service Usage Contract

Article 29 (Discontinuation of this Service)

• 1. In any of the following cases, the Second Party may discontinue provision of this Service without prior notice to or consent of the First Party.
  • (1)When the Second Party notifies the First Party at least 60 days prior to the date of discontinuance
  • (2)When this Service cannot be provided due to force majeure such as natural disasters
• 2. In the event of discontinuance of all or part of the Service in accordance with the preceding paragraph, the Second Party shall refund to the First Party, on a pro-rata basis, the amount corresponding to the number of days of non-provision of the Service to be discontinued out of the usage fees already paid.

Article 30 (Return of Information)

• 1. In the event of termination of the Service Usage Contract, the First Party shall return to the Second Party the software and all related materials (including all or partial copies of such software and materials) provided by the Second Party for use of the Service immediately after termination of the Service Usage Contract, and shall delete any software and materials stored in the First Party's facilities at First Party's responsibility.
• 2. In the event of termination of the Service Usage Contract, the Second Party shall return to the First Party the materials (including all or part of the reproductions of the materials) provided by the First Party for the use of the Service immediately after termination of the Service Usage Contract, and shall delete the materials recorded in the Second Party's facilities for the Service at the Second Party's own responsibility.

Article 31 (Change of Terms)

• 1. The Second Party may change the terms of Service Usage Contract at any time. In such case, the contents of the Service Use Contract for the First Party shall be governed by the new terms of Service Usage Contract after the change.
• 2. In the event of any change by the preceding paragraph, the Second Party shall notify the First Party of the contents of the new terms of the Service Usage Contract after the change at least thirty (30) days prior to the change.

Article 32 (Prohibition of Assignment)

The First Party shall not assign its position in the Service Usage Contract, or its rights or obligations under the Service Usage Contract, in whole or in part, to any other party, without the prior written consent of the Second Party.

Article 33 (Settlement and Non-waiver)

If any question arises concerning matters not stipulated in the Service Usage Contract or items stipulated in the Service Usage Contract, the parties hereto shall resolve such questions through consultation in good faith. If any part of the Service Usage Contract is invalid, the validity of the Service Usage Contract as a whole shall not be affected, and the invalid part shall be replaced by the valid provision that most closely matches the intent of the invalid part.

Article 34 (Jurisdiction)

If a lawsuit becomes necessary between the First Party and the Second Party, the Tokyo District Court shall be the agreed exclusive court of jurisdiction.

Article 35 (Governing Law)

The formation, validity, performance, and interpretation of the Service Usage Contract shall be governed by the laws of Japan.