Date of Enactment: August 1, 2021
Date of Final Revision: June 1, 2023

These Influencer Terms and Conditions (hereinafter referred to as "these Terms") stipulate the matters to be observed by CARTA ZERO Co., Ltd. (hereinafter referred to as "the Company") and individuals who register after agreeing to these Terms (hereinafter referred to as "Influencers," as defined in Article 1, Item 1). By applying for these Terms, the Influencer is deemed to have understood the content of these Terms and to have accepted all of their provisions.

Article 1 (Definitions)

The meanings of each term in these Terms are as follows:

• (1) "Influencer" refers to an individual who has completed the registration procedures specified by the Company in Article 2 and has entered into this Agreement (as defined in the next item) with the Company.
• (2) "This Agreement" refers to the contract formed between the Company and the Influencer upon influencer registration, the content of which is these Terms.
• (3) "SNS, etc." refers to social networking services on which Posts (as defined in the next item) are published based on this Agreement.
• (4) "Post" refers to creative works, such as videos, produced by the Influencer based on this Agreement and posted on SNS, etc.
• (5) "User" refers to an individual who views the content of Posts made by an Influencer on SNS, etc.
• (6) "Advertiser" refers to an individual or their agent who wishes to promote information about their own products, services, etc., by having Posts published on SNS, etc.

Article 2 (Registration Procedures)

Influencer registration applicants must agree to these Terms and fill in the required information on the Company's designated registration form on the website linked from the URL sent by the Company to register as an Influencer. This Agreement will be deemed concluded between the Company and the influencer registration applicant at the time the registration procedure is completed by the influencer registration applicant themselves.

Article 3 (Changes to Influencer Registration Information and Termination)

1.If there are any changes to an Influencer's registration information, they must notify the Company of such changes by the method prescribed by the Company. If an Influencer fails to properly implement changes to their registration information or notify the Company, the Company may cancel or terminate the relevant Agreement, or delete the Influencer's registration. In such an event, the Company shall not be obligated to provide any explanation regarding the reasons for such cancellation or termination, and shall not be liable for any damages or refunds whatsoever concerning the measures taken by the Company.

2.Influencers who wish to terminate this Agreement may do so by providing prior notice to the Company. However, the Company will verify the identity of the termination applicant via email or other means and will process the termination only if deemed appropriate.

Article 4 (Termination or Cancellation of this Agreement)

1.The Company may immediately terminate this Agreement with an Influencer without any prior notice or demand if it determines that the Influencer falls under any of the following circumstances. In such an event, the Company shall not be obligated to provide any explanation regarding the reasons for termination, and shall not be liable for any damages or refunds whatsoever concerning the termination performed by the Company.

• (1) When payments are suspended or become impossible, or when a bill or check is dishonored.
• (2) When a petition for civil enforcement, attachment, provisional attachment, provisional disposition, or compulsory auction is filed, or when a disposition for overdue public dues and taxes is received.
• (3) When a petition for commencement of bankruptcy, special liquidation, corporate reorganization proceedings, civil rehabilitation proceedings, specific conciliation, or other similar insolvency proceedings is filed, or when liquidation has commenced.
• (4) When dissolution or transfer of all or a significant part of the business to a third party is attempted.
• (5) When a significant change occurs in assets, credit, payment ability, etc.
• (6) When it is objectively determined that serious concerns about credit status have arisen.
• (7) When there is a violation of any provision of these Terms, and the violation is not rectified despite being urged to do so within a reasonable period.
• (8) When there is fraud, defamation, or other perfidious acts against the Company.
• (9) When a supervisory authority issues a disposition to revoke or suspend business licenses.
• (10) When an investigation by an investigative agency is conducted, or, in the case of an individual, when the individual themselves, or in the case of a corporation, its officers, employees, or other related parties, are arrested.
• (11) When the performance of all or part of this Agreement becomes extremely difficult due to disaster, labor disputes, or other unavoidable circumstances.
• (12) When there is false information, errors, or omissions in the information submitted to the Company at the time of registration.
• (13) In addition to the preceding items, when any other significant reason arises that makes the continuation of this Agreement difficult.

2.In the event of termination of this Agreement under the preceding paragraph, if the Influencer possesses monetary claims against the Company, such monetary claims shall be extinguished.

3.The Company may terminate this Agreement by providing notice at least one month in advance through a method of the Company's choice, such as email.

Article 5 (Industries Not Eligible for Registration)

The Company cannot provide or allow the use of this service if the influencer registration applicant is a business operator falling under any of the following categories:

• (1) When the business conducted by the influencer registration applicant is contrary to public order and morals, or there is a risk thereof.
• (2) When the business conducted by the influencer registration applicant violates laws and regulations, or there is a risk thereof.
• (3) When the business conducted by the influencer registration applicant may harm the Company's corporate image.
• (4) When the business conducted by the influencer registration applicant is linked to or may be linked to the activities of anti-social forces.
• (5) In any other case where the Company deems it inappropriate.

Article 6 (Application of this Agreement and Formation of Individual Contracts)

1.These Terms apply to this Agreement and all individual contracts, appendices, etc. (including emails and LINE messages) concluded between the Influencer and the Company during the effective period of this Agreement (hereinafter collectively referred to as "Individual Contracts, etc."). However, if there is a discrepancy between the provisions of Individual Contracts, etc., and the provisions of these Terms, the provisions of Individual Contracts, etc., shall prevail unless otherwise stipulated.

2.Individual Contracts, etc., shall specify the detailed transaction terms, including the content, deadline or performance period, and fees for the services performed by the Influencer (hereinafter referred to as "the Services").

3.If all or part of the Services are in the nature of a jun-inin (quasi-mandate), Party B (the Influencer) shall perform the Services with the due care of a good manager. If all or part of the Services are in the nature of a ukeoi (contract for work), Party B shall be obligated to deliver and complete the commissioned Posts in accordance with the provisions of this Agreement.

Article 7 (Specifications)

1.As a general rule, the specifications for the Services will be provided by the Company, and the Influencer will be responsible for performing the Services according to these specifications. If the Influencer identifies any logical errors, other deficiencies, or areas for improvement in the specifications, they must immediately notify the Company and seek the Company's instructions.

2.Notwithstanding the preceding paragraph, the Company may commission the Influencer to create the specifications as part or all of the Services.

3.If the Influencer creates specifications based on the preceding paragraph, the Influencer must immediately deliver them to the Company. The Company will inspect them without delay and notify the Influencer of the results.

4.If it becomes necessary to change the specifications, the Company will notify the Influencer of the reasons and content of the change in writing or via email. The specifications will be considered changed upon such notification.

5.If the Company determines that a specification change from the preceding paragraph affects the commission fee or delivery date stipulated in an Individual Contract, etc., the Influencer and the Company will discuss changes to that Individual Contract, etc.

Article 8 (Expenses)

Unless otherwise agreed upon between the Influencer and the Company, all expenses necessary for the Influencer to perform the Services shall be borne by the Influencer.

Article 9 (Management of Materials, etc.)

1.If the Influencer receives materials (including product digital data and product samples) or is lent equipment from the Company necessary for the performance of the Services, they must manage these with the same care as they would their own property and not use them for any purpose other than fulfilling the Services.

2.The Influencer must not disclose or leak any information related to the materials provided by the Company to any third party by any method other than those stipulated in this Agreement and Individual Contracts, etc.

3.The Influencer must not resell, gift, lend, or otherwise transfer the materials provided by the Company to any third party, whether during the term of this Agreement or after its termination.

4.If this Agreement is terminated, the Influencer must promptly return the materials and loaned items specified in the preceding paragraph to the Company.

5.If the Influencer fails to return the items as stipulated in the preceding paragraph, the Company may demand compensation from the Influencer equivalent to the value of said materials and loaned items.

Article 11 (Delivery)

1.The Influencer must submit a draft of the Post to the Company and obtain the Company's approval before delivering the final Post for the Services.

2.The Influencer must deliver the Post for the Services to the Company by the delivery deadline stipulated in the Individual Contracts, etc.

3.If circumstances arise that prevent the Influencer from delivering all or part of the Post by the deadline, or if there is a risk of such, they must immediately notify the Company of the reason and the expected delivery time. They must then consult with the Company to decide on and implement countermeasures.

4.If the delivery is delayed due to reasons attributable to the Influencer and the Company suffers damage as a result, the Influencer must compensate for such damage.

Article 12 (Acceptance Inspection)

1.After the Influencer delivers the Post, the Company will conduct an acceptance inspection within the period stipulated in the Individual Contracts, etc., based on the Company's defined inspection methods and standards. Only those that pass will be accepted (hereinafter referred to as "Acceptance Inspection"), and the Influencer will be promptly notified in writing or by other means of any that fail.

2.If the inspection results in a failure as per the preceding paragraph, the Company may choose any of the following measures:
(1) The Influencer shall, at their own expense, repair the deliverable of the Services or re-perform the Services, then deliver or report it to the Company and undergo the Acceptance Inspection again as per the preceding paragraph.
(2) The Company may specially accept the delivered or reported Post or performance content of the Services under reduced fees or other conditions set by the Company, as stipulated in the Individual Contracts, etc., thereby deeming it to have passed the Acceptance Inspection.

3.Notwithstanding the provisions of the preceding paragraph, if the purpose of the Individual Contracts, etc., cannot be achieved due to a failure to deliver or report in accordance with Article 11, Paragraph 1, or a failure to pass the Acceptance Inspection in Article 12, Paragraph 1, the Company may terminate all or part of the Individual Contracts, etc. by notifying the Influencer in writing, without the need for any demand.

4.After the completion of the Acceptance Inspection, the Influencer shall not modify or alter the Post without the Company's consent.

Article 13 (Responsibility for Contract Non-Conformity)

1.If, within one year of the delivery of a Post, a discrepancy with the specifications or a logical error (including bugs; hereinafter referred to as "Contract Non-Conformity" in this Article) is discovered in the Post, the Company may request the Influencer to pursue performance by repairing the Post, delivering a substitute, or similar actions. In this case, notwithstanding the proviso of Article 562, Paragraph 1 of the Civil Code, the Influencer shall pursue performance by the method requested by the Company.

2.If, based on the provisions of the preceding paragraph, the Company has demanded the pursuit of performance within a reasonable period, but the performance is not pursued within that period, the Company may request a reduction in fees commensurate with the degree of non-conformity.

3.The provisions of the preceding two paragraphs shall not preclude the exercise of the right to claim damages stipulated in Article 26 or the right of termination stipulated in Article 4.

Article 14 (Special Provisions Regarding Post Submission Services)

1.If the Influencer can view insight data (internal data only viewable by the post's author) after submitting a Post to the SNS designated by the Company, they must disclose this insight data to the Company using the method specified by the Company after the completion of the Service period.

2.The Influencer must not delete or privatize the Post for six months from the date of its submission.

3.The Influencer must clearly indicate that the Post is an advertisement on the Post, in accordance with the terms and conditions of the platform where it is submitted.

4.The Influencer must immediately revise or resubmit the Post, etc., if requested by the Company (including, but not limited to, instances where there was an error in the Post).

Article 15 (Payment)

1,If the Services are in the nature of a contract for work (請負), the Company will pay the fee for the accepted Services by bank transfer to the bank account separately designated by the Influencer by the end of the month following the next month in which the acceptance inspection was completed (hereinafter referred to as "Current Month"). If the Services are in the nature of a quasi-mandate (準委任), the Company will pay the fee for the Services in accordance with the provisions of the Individual Contracts, etc. The transfer fees will be borne by the Company.

2.If the Company determines that it has a withholding tax obligation for the payment of fees under the preceding paragraph, in accordance with various tax laws, etc., it shall deduct this amount and pay the remainder to the Influencer.

3.Notwithstanding the provisions of the preceding paragraph, the Company will not pay the Influencer for the corresponding Post until the Company has received full payment of the remuneration related to the Post from the Advertiser. No interest or late payment charges will accrue on any money withheld based on this paragraph.

4.Regardless of whether the due dates of both parties' obligations have arrived, the Company may offset any monetary obligations owed by the Company to the Influencer against any monetary obligations owed by the Influencer to the Company at equivalent amounts, regardless of whether they are related to these Terms, in the order of appropriation determined by the Company.

5.If the Influencer wishes for the issuance of a payment record (支払調書), the administrative fee will be waived once per year. If issued two or more times per year, an administrative fee of 1,000 yen per issuance shall be paid to the Company.

Article 16 (Prohibited Acts)

If the Company determines that an Influencer has engaged in any of the following acts in connection with this Agreement, the Company reserves the right to resort to any means necessary for problem resolution, including but not limited to, termination of this Agreement, suspension of payments, deletion of Influencer registration, and legal action, without prior notice.

• (1) Acquiring followers on their own SNS by means of monetary payment.
• (2) Modifying or deleting submitted Posts.
• (3) Conduct that damages the dignity, credibility, or image of themselves, the Advertiser, the Company, or the individuals appearing in the Post.
• (4) Any other act that the Company reasonably deems inappropriate.

Article 17 (Content of Posts)

1.The Influencer guarantees that Posts will not contain or include any of the following expressions or content:

• (1) Content that affirms, solicits, or promotes acts of murder, abuse, suicide, or suicidal behavior, or has the potential to do so (including content detailing methods of murder or suicide).
• (2) Content that affirms, solicits, or promotes crimes such as illegal drugs, firearms/handguns or other illegal weapons, manufacturing of explosives, prostitution, child pornography, forgery of public documents, murder, assault, fraud, or theft, or has the potential to do so.
• (3) Content, videos, or images (including illustrations and paintings) that are excessively cruel or violent.
• (4) Publication of personal information without the individual's consent (excluding publicly available information on well-known figures, etc.).
• (5) Content or expressions that are interpreted as socially inappropriate or have the potential to be.
• (6) Content, videos, or images (including illustrations and paintings) that significantly arouse or stimulate sexual desire.
• (7) Information containing content that violates the Premiums and Representations Act, the Pharmaceuticals and Medical Devices Act, or the Copyright Act.
• (8) Content that exclusively slanders, libels, or insults others, whether individuals or corporations.
• (9) Content that promotes threatening acts or stalking, such as notifying an intent to harm for the purpose of causing fear to another party.
• (10) Expressions or content that lead to discrimination based on race, ethnicity, gender, creed, social status, place of residence, physical characteristics, medical history, education, property, etc.
• (11) Comparisons with or citations of names of services operated by third parties similar to those operated by the Advertiser (hereinafter referred to as "Third-Party Services"), or any other content that unduly harms Third-Party Services.
• (12) Information containing expressions or content that may cause misunderstanding among users.
• (13) Content that has been changed or modified from advertising materials provided by the Company without the Company's consent.
• (14) Any other content that violates public order and morals, violates laws and regulations, or is deemed inappropriate by the Company.

2.If the Influencer violates any of the preceding paragraphs, the obligation to pay the fee related to the Post in question will be extinguished. Furthermore, even if the Company has already completed payment to the Influencer, it may retroactively demand a refund or compensation for damages. The Company alone will determine whether any of the preceding paragraphs apply.

Article 18 (Attribution of Rights)

1.Intellectual property rights related to the Posts created under the Services shall belong to the Influencer or to a third party who has granted the Influencer permission to use, implement, or utilize such intellectual property rights. However, the Company may freely use, implement, or utilize these intellectual property rights without charge to the extent necessary for the purpose of the Services.

2.Notwithstanding the preceding paragraph, intellectual property rights designated in Individual Contracts, etc., as being transferred to the Company shall be transferred to the Company upon the successful acceptance inspection of the Services. This excludes copyrights for general-purpose works, and intellectual property rights that the Influencer or a third party possessed prior to this Agreement, or which the Influencer is using, implementing, or utilizing with permission from a third party. For intellectual property rights not transferred to the Company, the proviso of the preceding paragraph shall apply.

3.The Influencer shall not exercise moral rights of authors pertaining to copyrights gratuitously licensed to the Company under Paragraph 1 and the proviso of the preceding paragraph, nor those transferred in the preceding paragraph, against the Company, nor shall they permit any third party to exercise such rights.

4.Intellectual property rights related to information on products/services and information concerning the Services provided by the Company or a third party designated by the Company to the Influencer shall belong to the Company, the designated third party, or a third party who has granted the Company permission to use them, and these rights shall not be transferred to other Influencers.

Article 19 (Scope of Post Usage)

1.During the Post submission period, the Company and the Advertiser may use the Post and the likeness of the featured individual(s) for the following purposes, subject to individual consultation each time:

• (1) Advertising media use, including:
  * Television and radio advertisements (including cable, satellite, and simulcast broadcasts)
  * Digital media advertisements such as internet ads
  * Newspaper advertisements (including electronic editions)
  * Magazine advertisements (including electronic editions)
  * Transit advertisements
  * Outdoor and indoor advertisements (including outdoor/indoor vision displays, and advertisements at retail, exhibition, and event venues, etc.)
  * In-store VTR advertisements
  * POP advertisements
  * Posters
  * Direct mail advertisements
  * Newspaper inserts
  * Film advertisements
  * Publicity
  * Premiums/novelties (including prepaid cards, CD-ROMs, etc.)
  * Sales promotion materials (brochures, catalogs, labels, stickers, etc.)
• (2) Quoting and reposting on the Advertiser's own accounts.
• (3) Publication on web media.

Article 20 (Prohibition of Assignment, etc.)

The Influencer may not assign, succeed to, assume, or pledge as collateral, or otherwise make available to a third party, all or part of the rights and obligations under this Agreement without the Company's prior written consent (including email).

Article 21 (Subcontracting)

1.If the Influencer intends to subcontract or commission all or part of the Services to a third party, they must obtain prior written approval from the Company.

2.If the Influencer subcontracts to a third party based on the preceding paragraph, they must impose obligations on that third party that are equivalent to those the Influencer bears under this Agreement. If that third party breaches this Agreement, the Influencer shall be jointly and severally liable.

Article 22 (Confidentiality)

The Influencer shall not publish or disclose to any third party, nor use for any purpose other than that of these Services, any and all confidential information (referring to all information related to technology, business, operations, finance, organization, customers, personal information, and any other information disclosed or provided by the Company in connection with the performance of this Agreement) obtained under this Agreement, without the Company's prior written approval. However, this shall not apply if disclosure or provision is requested by a government body, court, or other public institution with legitimate authority through due process.

Article 23 (Exclusion of Anti-Social Forces)

1."Anti-Social Forces" refers to any party falling under any of the following items:

• (1) Organized crime groups (boryokudan) as defined in Article 2, Item 2 of the "Act on Prevention of Unjust Acts by Organized Crime Group Members," and related organizations.
• (2) Members of the organized crime groups and related organizations mentioned in the preceding item.
• (3) Organizations or individuals such as sokaiya (corporate racketeers), shakai undo hyobo goro (extortionists disguised as social activists), seiji undo hyobo goro (extortionists disguised as political activists), or special intelligence violence groups.
• (4) In addition to any of the preceding items, any organization or individual that pursues economic gain by making unreasonable demands using violence, intimidation, threatening language, or fraudulent methods.
• (5) Any organization or individual that pursues economic gain by making unreasonable demands, implying a connection with any of the organizations, members, or individuals in the preceding items.

2.The Company and the Influencer each represent and warrant to the other party that:

• (1) Their officers, employees, or major shareholders are not organized crime groups, organized crime group members, organized crime-related companies or their associates, or other Anti-Social Forces.
• (2) They are not cooperating with or involved in the maintenance or operation of Anti-Social Forces.
• (3) Anti-Social Forces are not involved in their management.
• (4) They will not use Anti-Social Forces.
• (5) They will not engage in threatening words or actions or use violence against the other party.
• (6) They will not obstruct the other party's business or damage their credibility using deceptive means or intimidation.

3.If the Influencer discovers that any representation or warranty made in the preceding paragraph is contrary to the facts or is inaccurate, they must immediately report that fact to the Company.

4.If any matter represented or warranted by either party in Paragraph 2 is contrary to the facts, or there is a reasonable suspicion thereof, or if there is a violation of the preceding paragraph, the Company or the Influencer may immediately terminate this Agreement without the need for any demand or other procedures.

5.If this Agreement is terminated pursuant to the provisions of the preceding paragraph, the party whose agreement was terminated cannot make any claims against the Company for damages arising from said termination.

Article 24 (Means of Communication)

1.Unless otherwise stipulated in these Terms, communication between the Company and the Influencer shall be conducted by means of communication deemed appropriate by the Company, such as email.

2.When communicating, the following matters must be observed. The Company shall not be liable for any disadvantages or damages arising from non-compliance, whether due to negligence or intent. Furthermore, the Company shall not be liable for any damages caused by the non-delivery of emails or other notifications.

• (1) When contacting the Company, you must always use the same email address.
• (2) When contacting the Company, you must contact us by the specified method.
• (3) Data used by the Company for communication, such as email addresses, must not be disclosed to other Influencers or third parties.
• (4) The Influencer shall be responsible for the content of their outgoing and incoming communications.

Article 25 (Contract Period)

1.The effective period of this Agreement shall be one year from the date the Influencer registration is completed.

2.This Agreement shall be automatically renewed for one year under the same conditions if neither the Influencer nor the Company expresses an intent to terminate the contract in writing or by electromagnetic means at least one month prior to the expiration date. The same shall apply thereafter.

Article 26 (Damages)

If the Influencer causes damage to the Company in connection with transactions with the Company, the Influencer shall compensate for such damage. This damage shall include damage caused to third parties by the Influencer's actions in relation to this Agreement and Individual Contracts, etc., for which the Company has paid compensation.

Article 27 (Amendment of These Terms)

1.The Company may amend these Terms without obtaining the Influencer's consent due to the enactment or revision of laws and regulations, or other various circumstances.

2.If the Company amends these Terms, it will promptly publish the changes using a method of its choice.

3.If the Influencer continues to perform services based on this Agreement after the amendment of these Terms, it will be deemed that they have accepted the amended terms, and the amended terms will constitute the content of this Agreement.

Article 28 (Resolution by Discussion)

Should any matter not stipulated in this Agreement arise, or if any doubt arises regarding the interpretation of any clause in these Terms, the Company and the Influencer shall endeavor to resolve it amicably through mutual discussion in good faith.

Article 29 (Jurisdiction)

Any lawsuit between the Company and the Influencer shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 30 (Governing Law)

The governing law for this Agreement shall be Japanese law.

Article 31 (Entire Agreement)

This Agreement constitutes the entire agreement between the Company and the Influencer regarding the matters contained herein, and supersedes all prior agreements, representations, and understandings, whether oral or written, between the parties concerning the matters set forth in this Agreement.

Article 32 (Waiver of Rights)

Even if the Company or the Influencer does not exercise a right under this Agreement, it shall not be deemed a waiver or forfeiture of that right.

Article 33 (Severability)

Even if a provision of this Agreement is deemed invalid by a court or by law, the remaining provisions of this Agreement, other than the invalidated provision, shall continue to remain valid and in effect.

Article 34 (Survival Clause)

Even if this Agreement is terminated or canceled for any reason, the provisions of Article 18 (Attribution of Rights), Article 20 (Prohibition of Assignment, etc.), Article 26 (Damages), and Articles 28 through 34 (Survival Clause) of this Agreement shall remain in full force and effect. The provisions of Article 22 (Confidentiality) shall remain in full force and effect for three years following the termination of this Agreement.