NNA ASIA LOCAL COMPANY DATABASE SERVICE AGREEMENT TERMS & CONDITIONS

[1] With Regard to Fundamental Matters

• (1) The Service Agreement Terms and Conditions (hereinafter, the “Terms and Conditions”) shall be governed by and construed in accordance with the laws of Japan.
• (2) The purpose of this Service Agreement is to provide fee-based local company information and the like for countries and regions worldwide to business operators who are developing business or seeking to develop business in these countries and regions.
• (3) The NNA Group (hereinafter, “NNA”) means NNA Japan Co., Ltd. or its related organizations in various countries and regions, whether legal entities, regional offices or other posts.
• (4) The person stated on the Subscription Application Form to be the subscriber (in the case of a legal entity, the corresponding legal entity) shall be the contracting party to this Agreement (hereinafter, the “Contracting Party”).
• (5) A person that desires to use the “NNA Asia Local Company Database” (hereinafter, the “Services”), a fee-based service provided by NNA, shall fill out the required matters in the “Subscription Application Form,” affix their signature and seal thereto, and send it to NNA by e-mail transmission or mail service. The Agreement for the Services shall be deemed to have been formed under terms and clauses in accordance with the Terms and Conditions as of the time the Subscription Application Form affixed with a signature and seal arrives at NNA; provided, however, that when NNA has provided notice of the User ID set forth in Paragraph [3] of this Agreement, the Contracting Party shall not be entitled to assert the non-formation of an agreement based on the lack of a signature or seal on the Subscription Application Form.
• (6) The Contracting Party acknowledges that NNA shall have the authority to modify, improve or refine the form of the Services, the method for the provision of the Services and the like without advance notice, and shall not seek the modification or reduction of the service fees therefor or raise any other objections thereto.
• (7) The content of the Terms and Conditions may be added to or modified as needed. In such instances, NNA shall immediately provide the Contracting Party with notice thereof, and in the event the Contracting Party continues the use of the Services after receiving such notice, it shall be deemed to have agreed to the additions or modifications to the Terms and Conditions associated with the notice from the day following the date on which the notice arrives at the Contracting Party, and the added or modified terms and clauses of the Terms and Conditions shall apply from that time forward.

[2] With Regard to Service Fees and Term of Use

• (1) The Contracting Party shall pay the service fees for the corresponding period of use by the date prescribed in Article [2], Paragraph(3). The payment currency for the service fees shall be designated in the Subscription Application Form, and the currency shall not be changed during the term of use.
• (2) The term of use shall be calculated by calendar month, and in the event use of the Services starts midway through a month, the first contracting month shall be up through the end of the month. Early termination shall not be allowed during the term of use prescribed in the Subscription Application Form, and paid service fees shall not be refunded.
• (3) The Contracting Party must pay the service fees in the designated currency and by the prescribed method within thirty (30) days from the initial reckoning date of the term of use of the corresponding Agreement. In the event the service fees are not paid by the prescribed date in accordance with this Agreement, in addition to the service fees, the Contracting Party shall pay delay damages assessed at the annual rate of 14.5% from the day following the payment deadline through the time payment is provided.
• (4) In principle, the minimum unit for the calculation of service fees shall be one (1) month. One (1) month’s service fees shall be charged even in the event the first contracting month is less than one (1) full calendar month.
• (5) The service fees set forth or represented in the Subscription Application Form shall not include consumption taxes, value added taxes, or other transaction related taxes commensurate thereto, and terms and conditions may be established separately by country or region.
• (6) The term of use set forth in the Subscription Application Form shall automatically renew. In the event the Contracting Party does not desire renewal or in the event the Contracting Party desires to modify the content of the Subscription Application Form, it shall provide written notice thereof by mail service or e-mail transmission, and this Agreement shall end on the expiration date without renewal, or in the case the modification of the content of the application is desired, this Agreement shall be renewed upon the modification of the content of the application in the event NNA receives this notice by no later than twentieth (20th) day of the month in which the expiration date of the term of use falls. The same shall apply to subsequent renewals. The Terms and Conditions shall apply to the terms after the automatic renewal as is, and the paid-up service fees shall not be refunded due to early cancelation following automatic renewal term.

[3] With Regard to Provision of Services

• (1) NNA shall provide the Services in the following methods.
  • During the term of use, the Services may be accessed as needed only by the person stated in the Subscription Application Form as the user of a user ID (hereinafter, the “User Assigned a User ID”). In the event the Contracting Party is a legal entity, a User Assigned a User ID other than the person in charge stated in the Subscription Application Form may be designated, but in such instances the User Assigned a User ID shall be limited to a person at the same address and affiliated with the same division as the person in charge stated in the Subscription Application Form. In the event the Contracting Party wishes to change the User Assigned a User ID, it shall submit notification of change of the User Assigned a User ID to NNA, and the change shall be allowed only when NNA approves this and assigns a new User ID.
• (2) The copyrights for all data provided through the Services shall revert to NNA or the entity licensing for use to NNA, and the Contracting Party and User Assigned a User ID shall not acquire any rights or licenses with regard to the copyrights in the copyrighted works associated with the Services. The Contracting Party, person in charge of the Agreement and User Assigned a User ID acknowledge that they shall not be entitled to transfer, duplicate, forward, adapt or translate any of the texts, photographs, illustrations, books or other copyrighted materials contained in the Services provided by NNA.
• (3) The Contracting Party, person in charge of the Agreement and User Assigned a User ID shall not be allowed to create any databases, including abstracts in digital environment using the data contained in the Services.
• (4) Notwithstanding Article [3], Paragraph (2), the person in charge stated in the Subscription Application Form shall be allowed to make hard copy duplicates for personal use at the same address and within the same division, but shall not be allowed to disclose, provide or forward these duplicates to any third parties outside the same address and same division.
• (5) In the event the Contracting Party, person in charge of the Agreement or User Assigned a User ID is in breach of Paragraphs (2) through (4), regardless of the location, country or region of the breach, each duplication of the data contained in the Services without authorization, each forwarding of all or a portion of the corresponding data by email, or each use of the user ID by someone other than the User Assigned a User ID shall be deemed a single infringement, and the Contracting Party shall pay NNA an amount equal to twelve (12) months’ worth of the service fees at general pricing for the Services for each infringement; provided, however, that in the event NNA suffers damages in excess of this corresponding amount, it shall be entitled to seek the difference from the Contracting Party.

[4] With Regard to Exclusion from Liability

• (1) Instances where NNA has provided the Services in the method set forth in Article [3] Paragraph (1) shall be treated as a completion of the provision of the Services by NNA regardless of whether or not they are received by the Contracting Party, the person in charge of the Agreement or the User Assigned a User ID.
• (2) NNA shall not be liable for any damages directly or indirectly suffered by the Contracting Party, the person in charge of the Agreement or the User Assigned a User ID, or by other third-parties, in the event the Contracting Party forecasts economic results based on or in connection with the use of the Services and the results of investments or other economic activities fail to meet these forecasts.
• (3) NNA shall not be liable and shall not refund or adjust service fees or the like for any damages incurred or likely to be incurred due to natural disasters, terrorism, traffic or communications accidents, strikes, censorship in the country or region, communications regulations or disturbances, computer virus infections, or the delay, suspension or the like of the Services due to other force majeure events.

[5] Miscellaneous

• (1) Doubts regarding these Terms and Conditions as well as matter not prescribed herein shall be resolved by the parties through mutual consultation in accordance with the principle of good faith.
• (2) The parties agree that the Tokyo District Court (provided, however, that this shall be the Tokyo Summary Court in the event of claims falling under the subject matter of the Tokyo Summary Court) shall be the court of first instance with exclusive jurisdiction by agreement over all disputes related to the Terms and Conditions that cannot be resolved through the mutual consultation of the preceding paragraph.

Important Matters Related to the Protection of Personal Information

• (1) The personal information of the client stated in the Subscription Application Form shall be jointly used by the NNA Group for the following purposes:
  • Dispatch and provision of services and goods;
  • Sending of materials, various application forms and the like for services and goods subject to trial applications;
  • Notification of new services and new goods;
  • Requesting and aggregation of questionnaires;
  • Responding and replying to inquiries; and,
  • Notification incidental to the foregoing items and the like.
• (2) Please see the privacy policy on NNA’s website ( https://www.nna.jp/corp_contents/privacy ) regarding the NNA Group, the person responsible for the management of personal information, and other important matters related the projection of personal information.

Enforced as of April 1, 2023

NNA Group Representative : Nobuyuki Mitsui