The customer (hereinafter referred to as "Customer") and Crowny Inc. (hereinafter referred to as "Company") agree to the following regarding the consulting services that the customer will entrust to the Company.

(the purpose)

Article 1 The Customer will entrust the Company with consulting services such as providing advice, knowledge and technology regarding the products and services operated by the Customer (hereinafter referred to as the "Services"), and the Company will accept the Services.

(Content of the commissioned work)

Article 2

In these terms and conditions, the services provided by our company to customers (hereinafter referred to as "commissioned services") will be stipulated in a separate individual contract (order form).

(Non-compete obligation)

Article 3 During the term of this Agreement, the Company shall not provide services identical to the Services to any other company in the same industry as the Customer without obtaining the Customer's prior consent.

(Prohibition of subcontracting)

Article 4: The Company shall not outsource or subcontract the Services to a third party without the Customer's consent.

(Contract period)

Article 5 The term of this Agreement will be specified in a separate individual contract (order form), and if neither party expresses their intention to refuse to renew this Agreement to the other party at least three months prior to the expiration of the term, the Agreement will be automatically renewed for another year from the expiration date, and the same shall apply thereafter.

(Remuneration)

Article 6: The Customer shall pay the Company the commission fee for the Services at the end of each month by bank transfer to the account of the financial institution designated by the Company in the amount specified in the separate individual contract (order form). However, the Customer shall bear the bank transfer fees.

Article 7: All copyrights (including the rights under Articles 27 and 28 of the Copyright Act) of works created in the course of the commissioned work and all intellectual property rights relating to inventions and other intellectual property or know-how arising in the course of the commissioned work shall belong to the customer. Our company will not exercise moral rights of authors with respect to the said works against the customer.

(Obligation to maintain confidentiality)

Article 8 The Company and its employees who handle the Services shall not disclose or leak to any third party any technical, operational or business information of the Customer that they have learned in the course of carrying out the Services without the prior consent of the Customer, and the same shall apply even after the termination of this Agreement.

(Termination of contract)

Article 9 If any of the following events occur, the Customer or the Company may immediately terminate this Agreement without any notice or demand and may claim compensation for damages.

(1) When a breach of this Agreement occurs and the breach is not resolved

(2) When a bill or check, or an endorsed bill or check, is dishonored.

(3) When a third party files a petition for compulsory execution such as seizure, provisional seizure, provisional disposition, or auction.

(4) When a disposition for non-payment of public taxes and dues is received.

(5) When a petition for bankruptcy proceedings, civil rehabilitation proceedings, or corporate reorganization proceedings is filed, or when such a petition is filed.

(6) When a resolution is passed to dissolve, merge, or transfer all or a significant part of the business.

(7) When a supervisory authority has ordered the cancellation or suspension of business operations.

(Compensation for damages)

Article 10

If you or we cause damage to the other party to the contract, we will only compensate for direct and actual ordinary damages. However, the amount of damages we will compensate will be limited to the amount of compensation received. However, we will not be liable for damages arising from reasons beyond our control, damages arising from special circumstances regardless of whether we could have foreseen them, lost profits, damage to or loss of intangible assets such as data or programs, or damages to the customer based on a claim for damages from a third party.

(Exclusion of anti-social forces)

Article 18

1. The Customer and the Company hereby affirm and guarantee that none of their officers (meaning directors, executive officers, corporate auditors, or any person equivalent thereto) or employees are affiliated with or affiliated with an organized crime group, an organized crime member, a person who has been a member of an organized crime group within the last five years, an associate member of an organized crime group, a company related to an organized crime group, a corporate racketeer, etc., a social activist or other fraudster, a special intelligence violent group, etc., or any other person equivalent thereto (hereinafter referred to as "Anti-Social Forces, etc."), and that they do not fall under any of the following items and will not fall under any of the following items in the future:

(1) Having a relationship that is deemed to give anti-social forces control over management

(2) Having a relationship that is deemed to involve substantial involvement of anti-social forces in management

(3) Having a relationship that is deemed to be an unfair use of anti-social forces, etc., for the purpose of obtaining wrongful benefits for oneself, one's company, or a third party, or for the purpose of causing damage to a third party.

(4) Having a relationship that is deemed to be involved in providing funds or convenience to anti-social forces, etc., knowing that the person is a member of an organized crime group, etc.

(5) Any officer or person substantially involved in management has a socially reprehensible relationship with anti-social forces, etc.

2. The Customer and the Company undertake and guarantee that they will not, either themselves or through a third party, engage in any of the following acts:

(1) Violent demands

(2) Unreasonable demands that exceed legal responsibility

(3) Threatening behavior or violence in relation to transactions

(4) Spreading rumors, using fraudulent means or using force to damage the other party's credibility or to interfere with the other party's business

(5) Any other acts similar to those listed above.

3. If the other party violates this Article, either you or our company may immediately terminate this Agreement without notice or other procedures.

4. Neither the Customer nor the Company shall be liable for compensation for damages incurred by the other party due to termination under this Article. Furthermore, the Customer and the Company may claim compensation for damages incurred by the other party due to such termination.

(agreed jurisdiction)

Article 12 This Agreement shall be governed by and construed in accordance with the laws of Japan, and you and the Company agree that in the event of any legal dispute arising out of this Agreement, the Kobe District Court shall be the exclusive court of first instance.

(Agenda matters)

Article 13 Any matters not specified in this Agreement shall be decided through consultation between the two companies.

(Changes to the Terms and Conditions)

Article 14: The Company may change these Terms and Conditions by notifying customers. Notification by posting on this website shall be sufficient. Such changes shall not affect any contracts that have already been concluded at the time of such changes.

Established January 31, 2025