Terms and Condition

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ZAIKO Terms of Service

This Terms of Service (hereinafter referred to as “Terms of Service”) set forth conditions for the use of the Services (hereinafter referred to as the “Services”) provided by ZAIKO PTE Ltd.

(hereinafter referred to as “ZAIKO”) and shall apply to all customers using the Services.

Article 1. (Definitions)

In this Terms of Service, the meanings of the terms listed in the following items shall be as prescribed respectively in those items.

(1) Media

A person who sells tickets to the event organized by an organizer, as shown in the Services, to Customer (whether a corporation or an individual), and has completed registration

pursuant to Article 4.

(2) Organizer

A person who uses this service, organizes tickets to the event, and a person to appear to this service (whether a corporation or an individual).

(3) Customer

A person who purchases tickets to the event sold by the organizer throughout the Services.

(4) Intellectual Property Rights

Copyrights (including the rights as stipulated in Articles 27 and Article 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and other intellectual

property rights (including the right to acquire such rights or the right to apply for registration of such rights), and ideas, know-how, etc.

Article 2. (Consent to the Terms of Service)

Customer shall use the Services in accordance with the Terms of Service and may not be able to use the Services unless Customer agrees to the Terms of Service. The contents stipulated in the documents distributed or delivered by ZAIKO with respect to the Services shall constitute a part of the Terms of Service with Customer.

Article 3. (Revision and Change of the Terms of Service)

ZAIKO may, at its own judgment, amend or add the contents of the Terms of Service at any time. Except as otherwise provided by ZAIKO, the Terms of Service after the change shall become effective when posted on the website operated by ZAIKO (https://zaiko.io) (including the domain after such change, if such domain or the contents of such website is changed for whatever reasons)).

If Customer continues to use the Services after changes to the Terms of Service, such Customer will be deemed to have agreed to the changed the Terms of Service. Customer, from time to time, is encouraged to review the latest Terms of Service Terms and Conditions and to use the Service.

Article 4. (Registration Procedures)

1. Customer may apply for membership registration by agreeing to the Terms of Service and providing registration information to ZAIKO.

2. ZAIKO, at our sole discretion, decides whether to accept or reject the application for registration with respect to the application for membership registration set forth in the preceding paragraph. Registration is completed upon notice from ZAIKO that registration was accepted, and Customer will acquire membership rights and qualifications.

3. Customer must provide true and accurate information when providing registration information. ZAIKO assumes no responsibility for any damages that may be incurred by Customer as a result of a false, incorrect, or missing in the registration information.

4. The registered customer shall notify ZAIKO of the change without delay in the manner separately designated by ZAIKO if there are any changes in the registration information. In the event that notice from ZAIKO is not delivered due to the failure to give such notice, such notice shall be deemed to have arrived at time as would normally have arrived.

Article 5. (Refusal of Registration)

ZAIKO may reject registration when a person who has applied for registration pursuant to Paragraph 1 of the preceding article (hereinafter referred to as the “Registration Applicant”) falls

under any of the following items.

(1) The person is either a minor, an adult ward, a person under curatorship, or a person under assistance and has not obtained the consent of a legal representative, a guardian, a curator, or an

assistant.

(2) If there is any falsity, error, or omission in the contents of the registration information

provided to ZAIKO

(3) When Registration Applicant has suspended or is currently suspended the use of the

Service, such as deletion of an account, in the past.

(4) When ZAIKO judges that the person is an anti-social force (meaning an organized crime group, a member of an organized crime group, a rightist group, anti-social forces, or any other people equivalent thereto) or that the person is engaged in any kind of exchange or involvement with an anti-social force by cooperating or participating in the maintenance, operation or management of anti-social forces through the provision of funds or other means.

(5) Otherwise, if ZAIKO has determined that the registration is inappropriate.

Article 6. (Account Management)

1. ZAIKO will grant the customer an account for the use of the Services upon the execution of this Service Agreement with the customer.

2. The Customer shall manage and store the account at its own responsibility and shall not allow a third party to use or lend, transfer, change the name of, buy or sell it. Upon verification of the accordance of such account, the registered customer is deemed to have registered to hold such an account and has used the Services.

3. Customer shall be responsible for any damages caused by inadequate management of the account or the use by a third party, and ZAIKO shall not be responsible for any damages.

4. Customer shall immediately notify ZAIKO and follow the instructions from ZAIKO if it is found that the account has been stolen or used by a third party.

Article 7. (Use of the Services by minors)

1. The customer of a minor shall obtain the consent of the legal representative of the person with parental authority when applying for membership registration and completing all buying procedures and settlement of tickets to the event through the Services. Upon the completion of membership registration by a minor or upon payment of the ticket to events by a minor for the Services, the use of the Services and the contents of the Terms of Service shall be deemed to have been agreed upon by the legal representative.

2. No juristic act may be revoked for the purchase and settlement of tickets to the event if the customer of a minor, without the consent of his or her legal representative, falsely believes he or she was given consent or misrepresents one’s age as an adult to use the Services to purchase and settle tickets to the event, or otherwise, uses fraudulent means to induce him or her to be believed that he or she is a qualified person with a juristic act.

3. Customer shall be deemed to have ratified any and all juristic acts with respect to the Services if the Customer, who was a minor at the time of agreement hereof, uses the Services after he or she has reached the age of consent.

Article 8. (Use of External Services, etc.)

1. Customer may be able to use the information registered in Customer’s external services (including, but not limited to, Facebook, Twitter) account for the purpose of registering and certifying the Services. In this case, Customer agrees to ZAIKO that ZAIKO will obtain registered information, including personal information, from external services.

2. In addition to the provisions in the preceding paragraph, in the event that the Customer uses the functions of the external services for the use of the Services, Customer shall comply with the Terms of Service and other conditions set forth in the applicable external services in addition to this Terms of Service.

3. The third-party providing such external services shall be responsible for the external service, and ZAIKO makes no warranty whatsoever with respect to the external service.

Article 9. (Contents of the Services and Compliance Requirements for the use of the Services)

1. The Customer shall use the Services in compliance with this Terms of Service and rules and regulations attached thereto in completing and paying the purchase procedures for tickets to the

event.

2. If the Customer purchases tickets to the event, the Customer shall carefully read the information on the events posted by the media and purchase tickets to the event under its own responsibility.

3. The Customer shall pay the purchase price of the tickets to the event to ZAIKO who has been granted the right to receive it from the Organizer on behalf of the Organizer in the manner specified by ZAIKO. Customer shall not pay directly to Organizer for tickets to the even purchased throughout the use of the Services.

4. A sales contract for tickets to the event is concluded between the Organizer and the Customer, and ZAIKO will not be a party to the sales contract for the ticket to the events.

5. The sales contract for tickets to the event is deemed to have been concluded between the Organizer and the Customer upon the confirmation of payment to the tickets to the event by customer and upon receipt of email With detailed information on the event or with code displaying the event from the Customer by ZAIKO.

Article 10. (Responsibility for sales of tickets to the event)

1. With respect to the sales of tickets to the event, any dispute or troubles between the Organizer and the Customer, and the Media and the Customer (including, without limitation, any problems arising from the inclusion of event information) shall be resolved at the Customer’s expense and responsibility, and ZAIKO shall not be held liable for any such disputes or problems.

2. In the event that ZAIKO incurs any costs (including, but not limited to, settlement fees, attorney’s; fees, etc.) necessary to resolve any disputes or troubles arising out of the sale of tickets to the event as set forth in the preceding paragraph, the Customer shall pay the amount specified by ZAIKO out of the costs related to such expenditure. The cost of payment shall be borne by the Customer.

Article 11. (Payment agency services)

1. In the event that the Customer wishes to purchase tickets to the events through the Services via media, ZAIKO will accept the payment for such tickets on behalf of the Organizer

(hereinafter referred to as the “Product Price”).

2. ZAIKO will make payment by way of remittance to the account designated by the Organizer for the period separately set forth by ZAIKO after deducting the fees set forth by the Organizer and ZAIKO, with respect to Product Price, received on behalf of ZAIKO in accordance with the preceding clause, and will reflect the amount of the aforesaid commissions to be received by the media to the media’s Wallet on the Services for the period separately set forth by ZAIKO.

Article 12. (Cancellation, and Refunds)

ZAIKO will not refund any tickets to the Customer for any reason, except when required by the Consumer Contract Act or other laws.

When the event organizer makes the decision to refund due to event cancellation, we will refund the ticket price. Transfer and platform processing fees are non-refundable. The explanation on how to receive a refund in case of cancelation by the organizer will be sent by e-mail to purchasers. Whether the Organizer refunds the ticket price or not, and the amount and timing of the refund shall be determined by the Organizer’s own discretion. In the event that the Organizer makes the decision to refund the ticket price, such a refund will be processed, at the earliest, the end of the month following the scheduled event date.

In the event, the ticket price is refunded according to the preceding paragraph, there could be additional fees set in force by ZAIKO. This could include early payment penalties.

Article 13. (Intellectual Property Rights, etc.)

1. All intellectual property rights to the Services shall belong to ZAIKO or to a third party lawfully licensed to ZAIKO, and the Customer shall acquire only the right to use the Services by entering into this Agreement and shall not be transferred or licensed any intellectual property

rights.

2. ZAIKO may use, free of charge, any and all information obtained through the use of the Services by the Customer, including age, amount of tickets to the event purchased, frequency of

purchase, the country purchased the tickets, attributes of the Customer who purchased the tickets to the event, information on which personal information has been deleted and anonymized, statistical data, and any other information freely without any limitation.

3. ZAIKO will appropriately handle the personal information provided by the Customer when using the Services in accordance with the privacy policy separately set forth by ZAIKO.

Article 14. (Prohibitions)

The Customer represents and warrants to ZAIKO that it will not take any of the following actions (including any actions or preparations to induce them) in the use of the Services.

(1) Acts in violation of the laws and regulations of Japan and other applicable laws and regulations of other countries and regions

(6) Pays directly to the organizer Product Price or the price which is substantially equivalent to Product Price, without using the system or procedures as prescribed by ZAIKO;

(7) Posts programs that destroy or obstruct software, hardware, or other functions used by third parties

(8) Destroys or obstructs the functions of ZAIKO’s server or network

(9) Interferes with the Services, or the Services and advertisements distributed by ZAIKO or provided on ZAIKO’s website

(10) Collects and accumulates any personal information, historical information, and attribute information of a third party without obtaining permission from such third party

(11) Uses the Services or information obtained through the Service for a purpose contrary to the purpose of rendering the Services.

(12) Utilizes the Services with login information of a third party.

(13) Obtains login information from others, regardless of the type of means, or discloses and provides such information to others.

(14) Provides benefits, directly or indirectly, to anti-social forces and others in relation to the Services.

(15) Other acts that ZAIKO deems inappropriate in the same manner as above.

Article 15. (Measures to Be Taken in the Event of Violation of the Terms of Service)

1. In the event that ZAIKO determines the Customer falls under or is likely to fall under any of the following items, ZAIKO may, at its own discretion, suspend or restrict the use of the Services, prohibit future use of the Service, or take any other measures that ZAIKO considers it necessary (hereinafter referred to as “Suspension of Use, etc.”) without any notice.

(1) The Customer makes or is likely to make prohibited activities as stipulated in the preceding article.

(2) Upon receipt of a notice of breach or breach of any of the provisions of the Terms of Service

(3) There is a risk of infringing the intellectual property rights, portrait rights, privacy rights, or other rights of a third party

(4) In the event that the Customer cause troubles with another customer, media, ZAIKO, or an organizer in connection with the use of the Services and the cause of such troubles are found to

be attributable to the Customer.

(5) It is found that all or part of the information provided to ZAIKO contains any false statement.

(6) If Customer becomes suspended or insolvent or files a petition for commencement of bankruptcy proceedings or similar proceedings

(7) In the event that the Customer does not respond to inquiries or requests from ZAIKO for 30 days or more.

(8) The Customer is an anti-social force or others, or interact and involves anti-social forces or others by giving cooperation or involving with maintenance, operation or management of such anti-social forces or others through financial assistance or other means.

(1) There are similar reasons to any of the preceding items.

2. Customer shall not be exempted from any and all obligations and obligations under this Terms

of Service for ZAIKO and third parties even after ceasing use of the Services.

3. ZAIKO shall not be liable for any damages to Customer caused by any actions taken by ZAIKO us under this Article.

Article 16. (Force Majeure)

ZAIKO assumes no responsibility for any delays or failure to perform any of our obligations under

this Terms of Services due to any of the following circumstances:

(1) Natural Disasters, Fires, and Explosions

(2) Infectious Diseases

(3) War and Civil War

(4) Revolution and Session in the country

(5) Order, or disposition by public authority

(6) Riot

(7) Strike, lockout

(8) System failures, communication failures, system maintenance, power failure

(9) Other similar incidents to any of the preceding items

Article 17 (Compensation for loss or damages)

1. ZAIKO shall only be liable for direct and ordinary damages actually incurred by the Customer

in the event of any damage to the Customer due to causes attributable to ZAIKO in connection

with the use of the Services, and the amount of such damages shall be limited to the amount of tickets to the event purchased by Customer at the time close to the occurrence of such damages.

2. Notwithstanding the provisions of the preceding paragraph, in the event the Consumer Contract Act is applied to the relationship between ZAIKO and the Customer, the scope and limitation of damages set forth in the preceding paragraph shall apply only to damages incurred by the customer as a result of ZAIKO’s slight negligence, and in the event of any damages to the Customer arising out of willful misconduct or gross negligence of ZAIKO, ZAIKO shall

compensate the Customer for damages within the reasonable causal relationship.

Article 18. (Confidentiality)

1. The Customer shall treat as confidential any non-publicly known information disclosed by ZAIKO that have been notified that such information is confidential in connection with the Services, except with the prior written consent of ZAIKO.

2. The Customer shall return or dispose of the information in the preceding paragraph, documents or other storage media on which such information is entered or recorded, and all copies thereof without delay at any time upon request from the ZAIKO in accordance with instructions to be provided by ZAIKO.

Article 19. (Exclusion of Anti-Social Forces and others)

1. ZAIKO and the Customer shall represent and warrant to the other party the following matters:

(1) The party itself and its officers (meaning a director, executive officer, corporate officer, company auditor or any other person equivalent thereto) is not an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company affiliated with an organized crime group, corporate racketeer, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, an organized crime syndicate, or any other person equivalent thereto (hereinafter collectively referred to as “anti-social forces”) and does not have any relationships with anti-social forces that should be socially disapproved.

(2) ZAIKO and the Customer do not have any relationships with anti-social forces that is found to be cooperative or be involved with maintenance or operation of the anti-social forces through the use of the anti-social forces for the purpose of gaining its or third party’s profit or for the purpose of inflicting damages on a third party or providing funds to or favor for an anti-social forces.

(3) It does not allow anti-social forces to use their own name and conclude this Agreement or an individual contract.

(4) ZAIKO and the Customer who themselves or through third party use of intimidating

words or actions, damage the credit or obstruct the business of the other party by spreading false rumors, or by the use of fraudulent or power, conduct an unreasonable demand beyond its legal entitlement, or any other equivalent actions thereto against the other party.

2. In the event the other party breaches any of the representations and warranties set forth in the preceding paragraph, ZAIKO and the Customer shall be entitled to terminate this Terms of Service without any notice or formal demand whatsoever.

3. ZAIKO and the Customer shall not be required to compensate for any damages to the other party as a result of the cancellation of this Terms of Service in whole or in part pursuant to the provisions of the preceding paragraph. In addition, a party who has violated this Article shall be required to compensate for any and all damages resulting from such violation.

Article 20. (Denial and Disclaimer of Guarantee)

1. ZAIKO makes no warranties with respect to the use of the Services as to the Customer’s fitness for a particular purpose, economic value, accuracy, utility, completeness, legality, conformity with the internal rules of the customer’s applicable organization, and the absence of security defects, errors, bugs or failures, and non-infringement of third party rights.

2. ZAIKO shall not guarantee that this Services is compatible with the version of all information terminals and OS of information terminals, and the Customer shall acknowledge in advance that there is a possibility that the operation of this Services may fail due to the upgrading of the OS of information terminals to be used for this Services. ZAIKO do not warrant that any such failure will be resolved through modification of the program and others, implemented by ZAIKO in the event of such failure.

Article 21. (Change, Interruption, Termination of the Services)

1. ZAIKO may modify or add all or part of the contents of these Services without prior notice to the Customer.

2. ZAIKO may, at its own discretion, terminate the Services by giving prior notice to the Customer on the Services or on a website operated by ZAIKO or in any other manner we deem appropriate, provided, however, that ZAIKO may not notify such to the customer, in the event of an emergency.

3. ZAIKO may temporarily suspend any or all of the Services without prior notice to the Customer in the event of any of the following:

(1) When there is periodical or emergency maintenance or repair of communication equipment used for this Services

(2) When there is an intensive system load due to excessive access or other unforeseen factors

(3) When there is a need to ensure the security of the Customer and third party

(4) When the services of a telecommunications carrier are not provided

(5) When it is difficult to provide the Services due to force majeure such as natural disasters

(6) When it is difficult to provide the Services due to fire, power failure, other unexpected

accident or war, conflict, insurrection, riot, labor dispute, etc.

(7) In the event that the Services cannot be operated due to laws and regulations or measures

based thereon.

(8) In the event that ZAIKO deems it necessary in accordance with each of the preceding

items.

4. ZAIKO will not be liable for any damages to the Customer caused by any actions taken by ZAIKO under this Article.

Article 22. (Assignment of Rights and Obligations)

1. The Customer may not assign, succeed, pledge or otherwise dispose of Customer’s rights or obligations under this Terms of Services or its contractual status relates to this Terms of

Services except with the prior written consent of ZAIKO.

2. In the event that ZAIKO assigns the business related to the Services to a third party, or ZAIKO assign the entire business related to this Services due to merges or company split that makes ZAIKO defunct or becomes a split company, ZAIKO may transfer its contractual status, rights and obligations, registered information, and other information related to the Customer to the assignee or successor to transfer such business in connection with the transfer of such business and others, and the Customer shall agree to this in advance.

Article 23. (Severability)

In the event that any provision of this Terms of Service or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the

remaining provisions of this Terms of Service and the remaining part of the provisions which have been determined to be invalid or unenforceable shall remain in full force and effect, and the Management and Members shall endeavor to make such invalid or unenforceable provision or part legitimate and to amend it to the extent necessary to enforce it so as to ensure intent or legal and economic effect to such invalid or unenforceable provisions or parts.

Article 24. (Governing Law and Agreed Jurisdiction)

This Terms of Service shall be governed by the laws of Japan, and the Tokyo District Court or the Tokyo Summary Court shall be the agreed court of first instance with exclusive jurisdiction for all disputes arising out of or related to this Terms of Service, depending on the amount of the suit and the procedures.

Article 25. (Survival Clause)

Article 13, paragraphs 2 and 3 of Article 15, Article 17, Article 18, paragraph 3 of Article 19,

Article 23, Article 24, and any other Articles which are reasonably construed to be applicable

even after the termination of the Agreement in light of the nature of Articles shall remain in

effective after the termination of the Agreement.

Enacted on 2nd of April 2020

ZAIKO Terms of Service Organizer

This Terms of Service ("Terms of Service") set forth conditions for the use of the Services (the "Services") provided by ZAIKO PTE Ltd. ("ZAIKO") and shall apply to all organizers who have completed registration pursuant to this Terms of Service and constitute an agreement between ZAIKO and the organizer (the “Service Agreement”).

Article 1. (Definitions)

In this Terms of Service, the meanings of the terms listed in the following items shall be as prescribed respectively in those items.

1. Event Ticket

Refers to a ticket (whether physical or not) sold by the Organizer through the Services with the right to allow the Organizer to enter an event conducted by itself or by a third party (the Event Ticket and the Streaming Ticket (defined in item 6 below) are hereinafter collectively referred to as the “Ticket”).

2. Organizer

A person registered in accordance with Article 4 who organizes the Tickets and sells to the Customer through the Services (whether a corporation or an individual).

3. Media

A person who advertises the Tickets organized by the Organizer to the Customer on its own website or other tools (whether a corporation or an individual).

4. Customer

A person who purchases the Tickets through the Services.

5. Intellectual Property Rights

Copyrights (including the rights as stipulated in Articles 27 and Article 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights or the right to apply for registration of such rights), and ideas, know-how, etc.

6. Streaming Ticket

A ticket (whether physical or not) sold by the Organizer through the Services with the right to view streaming contents provided by the Organizer.

7. STICKITS

Digital stickers that the Customers can purchase while watching streaming contents sold by the Organizer through the Services.

Article 2. (Consent to the Terms of Service)

The Organizer shall use the Services in accordance with the Terms of Service and shall not use the Services unless the Organizer agrees to the Terms of Service.

Article 3. (Revision and Change of the Terms of Service)

1. ZAIKO may, at its own judgment, amend or add the contents of the Terms of Service at any time. Except as otherwise provided by ZAIKO, the Terms of Service after the change will be posted on the website operated by ZAIKO (https://zaiko .io (including the domain after such change, if such domain or the contents of such website is changed for whatever reasons)), and shall become effective on the effective date designated by ZAIKO.

2. Organizer, from time to time, is encouraged to review the latest Terms of Service Terms and Conditions and to use the Service.

Article 4. (Registration Procedures)

1. A person who wishes to register as the Organizer (“Applicant”) may apply for membership registration by agreeing to the Terms of Service and providing registration information to ZAIKO as instructed by ZAIKO. Upon receipt of the application, ZAIKO will examine the application based on our criteria. If approved, ZAIKO will notify the Organizer of the approval.

2. In connection with the application process, ZAIKO may request Applicant to submit documents necessary for the examination. In such case, Applicant shall promptly submit the required documents. If Applicant does not submit the required documents, ZAIKO may refuse the registration.

Article 5. (Account Management)

1. ZAIKO will set up the Organizer’s account for the Services upon the execution of this Service Agreement.

2. The Organizer shall manage and keep the account secure at its own responsibility and shall not allow a third party to use the account nor lend, transfer, change the name of, buy or sell or in any way dispose of the account. Any and all activities on the Organizer’s account shall be deemed to have been done by the Organizer who is registered as the owner of the account, even if such activity is in fact conducted by a third party.

3. The Organizer shall be responsible for any damages caused by its negligence in management of the account or any conduct of third party on its account, and ZAIKO shall not be responsible for any such damages.

4. If the Organizer becomes aware of any fraudulent use of the account, it shall immediately notify ZAIKO and follow the instructions from ZAIKO.

Article 6. (Use of External Services, etc.)

1. The Organizer may be able to use the information registered in the Organizer's external services (including, but not limited to, Facebook and Twitter) account for the purpose of registration and authentication. In this case, the Organizer agrees that ZAIKO will obtain registered information, including personal information, from external services.

2. In addition to the provisions in the preceding paragraph, in the event that the Organizer uses the functions of the external services for the use of the Services, Organizer shall comply with the Terms of Service and other conditions set forth in the applicable external services in addition to this Terms of Service.

3. The third-party providing such external services shall be responsible for the external service, and ZAIKO makes no warranty whatsoever with respect to the external service.

Article 7. (Contents of the Services and Compliance Requirements for the use of the Services)

1. Upon completion of the Organizer’s registration pursuant to Article 4, the Service Agreement between the Organizer and ZAIKO which consists of this Terms of Service will become effective.

2. The Organizer shall comply with the contents of this Terms of Service and any instructions given by ZAIKO when organizing the Tickets and STICKITS using this Service.

3. When organizing the Tickets and STICKITS, the Organizer shall comply with each of the following:

(1) The Organizer shall accurately display information (including, but not limited to, dates, locations, notes, etc.) and other necessary matters concerning the event and the streaming contents that the Customers should be aware of.

(2) The Organizer shall promptly amend or change information about the event or the streaming contents in the event of an error or change. Even if ZAIKO inputs any information on behalf of the Organizer, it is the Organizer’s responsibility to check and confirm such information input by ZAIKO, and any error found shall be corrected on the Organizer’s own responsibility. ZAIKO shall not be responsible for any error in the information entered by ZAIKO.

(3) The Organizer shall not infringe upon the intellectual property rights of third parties.

(4) The Organizer shall comply with the event details (including start and ending time) it announced in advance. If the Organizer changes the details of the event, for example delay the beginning of the event, the Organizer shall appropriately notify the Customers of such changes on its own responsibility. In the case where the change of or noncompliance with the event details by the Organizer (including noncompliance with the start and ending time) resulted in a service failure (e.g., by causing a flock to the service), the Organizer shall indemnify ZAIKO from all losses and damages caused by such failure, and ZAIKO shall not be responsible for such failure.

(5) The Organizer shall not publish any other information that ZAIKO deems inappropriate.

Article 8. (Responsibility for sales of the Tickets)

1. The parties to the purchase agreements for the Tickets and STICKITS are the Organizer and Customers. ZAIKO will not be a party to the purchase agreements for the Tickets and STICKITS.

2. The purchase agreement between the Organizer and Customers shall become effective when ZAIKO confirmed the Customers’ payment of purchase price for the Tickets and/or STICKITS and the purchase of the Tickets and/or STICKITS is displayed in the Customer’s purchase history.

3. With respect to the sales of the Tickets and STICKITS, any dispute or troubles between the Organizer and the Customer, the Media and the Organizer, and the Organizer and any third party (including, without limitation, any problems relating to the event description or problems arising from the unauthorized use by the Media of personal information, picture, video, text, voice, and any other information) shall be resolved at the Organizer's expense and responsibility, and ZAIKO shall not be held liable for any such disputes or problems.

4. In the event that ZAIKO incurs any costs (including, but not limited to, settlement fees, attorneys' fees, etc.) necessary to resolve any aforesaid disputes or troubles arising out of the sale of the Tickets and STICKITS, the Organizer shall pay the amount of such costs as specified by ZAIKO. The cost of payment shall be borne by the Organizer.

Article 9. (Payment agency services)

1. The Organizer hereby grants to ZAIKO the right to receive on behalf of the Organizer the payment for the Tickets and STICKITS organized by the Organizer (the “Payment”). ZAIKO will receive the Payment for the Tickets and STICKITS from the Customer or Media on behalf of the Organizer. The Organizer shall not receive any Payment from the Customer or Media regardless of the reason and manner.

2. ZAIKO shall pay the amount of Payment received on behalf of the Organizer after deduction of service fee separately set forth by ZAIKO by means of wire transfer to the bank account designated by the Organizer by the payment date separately set forth by ZAIKO. Out of the aforementioned service fee, ZAIKO will reflect the amount of the commissions to be received by the Media to the Media's Wallet on the Services by the period separately set forth by ZAIKO. The terms and conditions for the use of the wallet by the Media shall be subject to the provisions separately set forth by ZAIKO.

3. If ZAIKO deems it necessary, ZAIKO may refund the Payment for the Tickets and/or STICKITS at its sole discretion. The refunded amount and refund service fee will be deducted from the amount of Payment, regardless of the ground for such refund.

4. In the case of a chargeback (i.e., the card issuer’s approval for a transaction is reversed due to fraudulent use or other reasons) with respect to any Payment for the Tickets or STICKITS made via credit card, ZAIKO reserves the right to make refunds for the amount received with respect to the applicable transaction to the credit card issuer at its sole discretion, without any notice to the Organizer. If a chargeback occurs before ZAIKO’s payment to the Organizer of the Payment amount, ZAIKO will deduct the amount of chargeback and chargeback fee (if any) from the aggregate Payment amount. If a chargeback occurs after ZAIKO’s payment to the Organizer of the Payment amount, the Organizer shall reimburse ZAIKO for the amount of chargeback and chargeback fee (if any) by the date designated by ZAIKO.

Article 10. (Cancellation)

Policies for cancellation or cessation of the events are set forth in Exhibit “Cancellation Policy.”

Article 11. (Sale of streaming tickets)

1. The Organizer can stream video content (including live performance) and sell Streaming Tickets to the Customers via the Service.

2. ZAIKO will only provide the Organizer with a platform for streaming distribution and selling the Streaming Tickets. The Organizer shall be solely responsible for all streaming content and advertisements.

3. Upon completion of streaming, if the ticket has not yet been sold out, the video will be stored on the Service until 23:59 on the third day after the completion of streaming (or such other period to be agreed between the Organizer and ZAIKO). If the Organizer wishes to store the video for more than the said period, the Organizer may do so by paying additional amount separately set forth by ZAIKO.

4. Upon expiration of the aforesaid archive period, the video will be deleted from the Service.

You may not submit any content that:

Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc. Including unauthorized use of materials to which third parties have rights, such as movies, music and TV programs, and acts that violate the privacy of third parties.);

Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature;

Is hateful, defamatory, or discriminatory or incites hatred against any individual or group;

Promotes or supports terror or hate groups;

Exploits minors;

Depicts unlawful acts or extreme violence;

Provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;

Depicts animal cruelty or extreme violence towards animals;

Promotes fraudulent or dubious business schemes or proposes an unlawful transaction;

Makes false or misleading claims about vaccination safety;

Claims that mass tragedies are hoaxes or false flag operations;

Depicts or encourages self-harm, eating disorder or abuse of drugs;

May cause bodily harm or property damage;

Endangers the users’ and public safety;

Promotes or applauds actions that cause harm to people; or

Violates any applicable law or public policy.

Code of Conduct

In using our Services, you may not:

Use an offensive screen name (e.g., explicit language) or avatar or video (e.g., containing nudity);

Act in a deceptive manner or impersonate any person or organization;

Harass or stalk any person;

Harm or exploit minors;

Make any hate or discriminatory speech;

Distribute “spam” in any form or use misleading metadata;

Collect personal information about others;

Access third party’s account without permission;

Engage in, or solicit or assist others to engage in, any unlawful activity;

Cause or encourage others to do any of the above.

Prohibited Technical Measures

You will not:

Scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;

Submit or embed any malicious program, script, or code;

Submit an unreasonable number of requests to our servers; or

Take any other actions to manipulate, interfere with, or damage our Services.

Article 12. (Intellectual Property Rights, etc.)

1. The Organizer shall only organize Event Tickets for which the Organizer is authorized to carry out. The Organizer shall only submit content legally owned or controlled by the Organizer, and shall not infringe the rights of any third party.

2. The Organizer shall only organize Streaming Tickets and STICKITS for which the Organizer is authorized to distribute. The Organizer shall only submit content legally owned or controlled by the Organizer, and shall not infringe the rights of any third party.

3. The Organizer shall only stream videos and images that the Organizer is authorized to distribute on the Service.

4. All intellectual property rights in and to the Service shall belong to ZAIKO or the third-party licensors of ZAIKO. The Organizer is granted a right to use the Services by this Service Agreement, but nothing herein shall assign or license any intellectual property rights in and to the Service.

5. ZAIKO may use, free of charge, any and all information obtained through the use of the Services by the Organizer, including the number of Tickets and STICKITS purchased, frequency of purchase, the country of purchaser, attributes of the Organizer and Customer who purchased the Tickets, and any other information freely without any limitation. This provision shall remain effective after termination of the Organizer’s use of the Service.

Article 13. (Prohibitions)

The Organizer represents and warrants to ZAIKO that it will not take any of the following actions (including any actions or preparations to induce them) in the use of the Services.

1. Acts that violates the laws and regulations of Japan and other countries and regions;

2. Receive any Payment or its equivalent directly from the Customers or Media over the system and procedure provided by ZAIKO;

3. Use the Services to organize the Tickets or STICKITS containing the following information, or display the following information on the Services:

・Information that defame or damage the reputation, right or interest of ZAIKO, other Organizers, Media and other third party;

・ Excessively violent or cruel expressions;

・ Computer viruses or other harmful programs;

・ Obscene expressions;

・ Expressions that encourage discrimination;

・ Expressions that encourage suicide and self-injuries;

・ Expressions that facilitate the inappropriate use of drugs;

・ Antisocial expressions;

・ Junk mail, spam, chain mail and other information that asks the recipient to spread the message to third parties;

・ Illegal solicitation and advertising;

・ Expressions that make others feel uncomfortable;

・ Information aimed at dating and matchmaking;

・ Information that violates laws and regulations, guidelines, and other legal norms; and

・ Any other information of a similar nature to the above.

4. Posting programs and other acts that destroy or obstruct the functions of software or hardware used by others;

5. Acts that destroy or obstruct the functions of ZAIKO’s server or network;

6. Acts that interfere with the Services, or the services and/or the advertisements provided by ZAIKO or provided on ZAIKO’s website;

7. Collect and accumulate any personal information, record or attributes of a third party without obtaining permission from such third party;

8. Use the Service or information obtained through the Service for a purpose that does not suit the purpose of the Services;

9. Use the Service using third party’s login information;

10. Provide benefits, directly or indirectly, to anti-social forces or similar persons or entities in relation to the Services;

11. Acts that violate the guidelines set forth by ZAIKO (including those set forth under Article 11); and

12. Other acts that ZAIKO deems inappropriate according to the above.

Article 14. (Measures to Be Taken in the Event of Violation of the Terms of Service)

1. In the event that ZAIKO determines that the Organizer falls under or is likely to fall under any of the following items, ZAIKO may, at its own discretion, suspend or delete the account, suspend or restrict the use of the Services, terminate this Agreement or take any other measures that ZAIKO considers it necessary (hereinafter collectively referred to as "Suspension") without any notice.

(1) The Organizer conducts or is likely to conduct activities that are prohibited under Article 13;

(2) The Organizer is in breach of, or ZAIKO received a report that the Organizer is in breach of, the Terms of Service;

(3) The Organizer potentially infringes the intellectual property rights, portrait rights, privacy rights, or other rights of a third party;

(4) The Organizer caused a trouble with other Organizer, Media or ZAIKO in connection with the Services and such trouble is attributable to the Organizer;

(5) It is found that all or part of the information provided to ZAIKO contains any false statement;

(6) The Organizer becomes suspended or insolvent or files a petition for commencement of bankruptcy proceedings or similar proceedings;

(7) The Organizer does not respond to inquiries or requests from ZAIKO for 30 days or more;

(8) The Organizer is an anti-social force, or interact and involve anti-social forces by giving cooperation or involving with maintenance, operation or management of such anti-social forces through financial assistance or other means;

(9) The Organizer (including its representatives and employees) or artists who belong to the Organizer conducted any act that defames or damages the reputation, right or interest of ZAIKO, other Organizers, Media and other third party; and

(10) Any other cause of a similar nature to the above.

2. Organizer shall not be exempted from any and all obligations to ZAIKO and third parties under this Terms of Service even afterSuspension.

3. ZAIKO shall not be liable for any of the Organizer’s damages caused by any actions taken by ZAIKO under this Article.

Article 15. (Force Majeure)

ZAIKO assumes no responsibility for any delays or failure to perform any of our obligations under this Terms of Services due to any of the following circumstances:

1. Natural disasters, fires, or explosions;

2. Infectious diseases;

3. War and cvil qar;

4. Revolution and session in the country;

5. Order, or disposition by public authority;

6. Riot;

7. Strike or lockout;

8. Failures of the equipment or facility for the Service (including external servers and system), communication failures, system maintenance, power failure; or

9. Other incidents of a similar nature to the above.

Article 16 (Compensation for loss or damages)

1. ZAIKO shall not be liable for any and all damages incurred in relation to the Organizer’s use of the Service, except as otherwise expressly set forth in this Terms of Service or Exhibit “Cancellation Policy.”

2. Notwithstanding the foregoing and anything to the contrary herein, in the event that the Consumer Contract Act of Japan is applied between ZAIKO and the Organizer, and if the Organizer incurred any damages due to ZAIKO’s willful misconduct or gross negligence, ZAIKO shall compensate the Organizer for the damages that have legal causation.

3. Even if ZAIKO is liable for the Organizer’s damages, ZAIKO’s liability shall be limited to the Organizer’s direct and normal damages and, in any event, ZAIKO shall not be liable for any special, indirect, consequential, incidental and punitive damages and lost profits (including compensation for sales in case of refund of Tickets). The maximum aggregate amount of ZAIKO’s liability to the Organizer shall be limited to the aggregate amount of the Service fees paid by the Organizer and received by ZAIKO with respect to the applicable Service to which the cause of the damages relates.

4. In any circumstances, unless otherwise expressly set forth in this Terms and Conditions, ZAIKO does not assume any non-monetary obligations, such as to analyze, disclose or report the video stream (including the number of viewers and viewing time) or system or technical information, and to post an apology or explanation to ZAIKO’s website or SNS.

Article 17. (Confidentiality)

1. The Organizer shall keep confidential and shall not disclose without the prior written consent of ZAIKO, any information disclosed by ZAIKO which is designated as confidential and not publicly known (“Confidential Information”).

2. The Organizer shall, in accordance with ZAIKO’s instruction, return or destroy Confidential Information and documents and/or other storage media on which Confidential Information is recorded, and all copies thereof without delay at any time upon request from ZAIKO.

Article 18. (Exclusion of Anti-Social Forces and others)

1. ZAIKO and the Organizer represent and warrant to the other party that:

(1) The party itself and its officers (meaning a director, executive officer, corporate officer, company auditor or any other person equivalent thereto) are not an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company affiliated with an organized crime group, corporate racketeer, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, an organized crime syndicate, or any other person equivalent thereto (hereinafter collectively referred to as "anti-social forces") and does not have any socially disapproved relationships with anti-social forces.

(2) It does not have any relationships with anti-social forces that is found to be cooperative or be involved with maintenance or operation of the anti-social forces through the use of the anti-social forces for the purpose of gaining its or third party’s profit or for the purpose of inflicting damages on a third party or proving funds to or favor for anti-social forces.

(3) It is not lending its name to anti-social forces to enter into this Service Agreement. .

(4) It does not, whether directly or through third party, use intimidating words or actions, damage the credit or obstruct the business of other parties by spreading false rumors or by the use of fraudulent or power, conduct an unreasonable demand beyond its legal entitlement, or any other equivalent actions thereto against the other party.

2. In the event ZAIKO or the Organizer breaches any of the representations and warranties set forth in the preceding paragraph, the other party shall be entitled to terminate this Service Agreement without any notice or formal demand whatsoever.

3. ZAIKO and the Organizer shall not be required to compensate for any damages to the other party as a result of the termination of this Service Agreement in whole or in part pursuant to the provisions of the preceding paragraph. In addition, a party who breached this Article shall compensate the other party for any and all damages resulting from such violation.

Article 19. (DISCLAIMER; NO GUARANTEE)

1. ZAIKO DISCLAIMS ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, USEFULNESS, FAULTLESSNESS, LEGALITY, COMPLIANCE WITH ANY INTERNAL RULES OF ANY ENTITY APPLICABLE TO THE ORGANIZER. ZAIKO MAKES NO WARRANTY WITH RESPECT TO NON-EXISTENCE OF SECURITY FAULT, ERROR, BUG OR FAILURE AND INFRINGEMENT OF THIRD-PARTY RIGHTS IN THE SERVICE.

2. ZAIKO MAKES NO WARRANTY THAT THE SERVICE SUPPORTS ALL DEVICES OR OS VERSIONS. THE ORGANIZER AGREES THAT OS UPDATES OR OTHER CHANGES MAY CAUSE PROBLEMS TO THE FUNCTION OF THE SERVICE. ZAIKO DOES NOT WARRANT THAT SUCH PROBLEMS WILL BE FIXED BY ZAIKO’S PROGRAM MODIFICATION.

3. THE ORGANIZER AGREES THAT CHANGES TO THE THIRD-PARTY SERVICES CONNECTED TO THE SERVICE OR SOFTWARE USED BY THE ORGANIZER OR CUSTOMER MAY CAUSE PROBLEMS TO THE FUNCTION OF THE SERVICE. ZAIKO DOES NOT WARRANT THAT SUCH PROBLEMS WILL BE FIXED BY ZAIKO’S PROGRAM MODIFICATION.

4. SOFTWARE (INCLUDING ENCODER SOFTWARE), EQUIPMENT, PC, INTERNET ENVIRONMENT (INCLUDING INTERNET CONNECTION AT THE VENUE), BACKUPS AND ANY OTHER EQUIPMENT AND FACILITY SHALL BE PREPARED AT THE ORGANIZER’S SOLE RESPONSIBILITY. ZAIKO WILL NOT BE LIABLE FOR ANY FAILURE TO USE THE SERVICE DUE TO PROBLEMS OR ERRORS IN SUCH EQUIPMENT OR FACILITY.

Article 20. (Termination of Use of Service)

The Organizer may terminate this Service Agreement by following the procedure separately set forth by ZAIKO. However, such termination shall not exempt the Organizer from any and all obligations to ZAIKO and third party under this Service Agreement that have accrued prior to the termination.

Article 21. (Change, Interruption, Termination of the Services)

1. ZAIKO may change, modify or add all or part of the Service without prior notice to the Organizer.

2. ZAIKO may, at its sole discretion, terminate the Service. In case of termination of the Service, ZAIKO will give prior notice to the Organizer on the Service or on ZAIKO’s website or in any other manner ZAIKO deems appropriate, provided, however, that ZAIKO reserves the right to terminate the Service without notice in the event of an emergency.

3. ZAIKO may temporarily suspend all or part of the Service without prior notice to the Organizer in the event of any of the following:

(1) Periodical or emergency maintenance or repair of equipment used for this Services (including external server and system. Same shall apply hereafter);

(2) Intensive load to the equipment due to excessive access or other unforeseen factors;

(3) Suspension is necessary for the security of the Organizer and third party;

(4) When the services of telecommunications carrier are not provided;

(5) The Service is disturbed by natural disasters and other force majeure or the reasons described under Article 15;

(6) The Service is disturbed by fire, power failure or other unexpected accidents, or war, conflict, insurrection, riot, labor dispute or other similar causes;

(7) In the event that the Services cannot be operated due to laws and regulations or administrative actions;

(8) In the event that ZAIKO deems it necessary in accordance with each of the preceding items.

4. ZAIKO will not be liable for any damages to the Organizer caused by any actions taken by ZAIKO under this Article.

Article 22. (Assignment of Rights and Obligations)

1. The Organizer shall not transfer, assign, pledge or otherwise dispose of Organizer's rights or obligations under this Service Agreement or its contractual status with respect to this Service Agreement without the prior written consent of ZAIKO.

2. The Organizer hereby agrees that, in the event that ZAIKO assigns the business related to the Services to a third party, or ZAIKO assigns the entire business related to this Services due to a merge or company split where ZAIKO is the consolidated company or splitting company (collectively, “Business Transfer”), ZAIKO may transfer its contractual status, rights and obligations and registered information and other information related to the Organizer to the assignee or successor to transfer such business in connection with the Business Transfer.

Article 23. (Severability)

In the event that any provision of this Terms of Service or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the remaining provisions of this Terms of Service and the remaining part of the provisions which have been determined to be invalid or unenforceable shall remain in full force and effect.

Article 24. (Governing Law and Agreed Jurisdiction)

Article 25. (Survival Clause)

The language of this Terms of Service shall be Japanese. In the event of difference between the Japanese version and translations, the Japanese version shall prevail.

Article 26. (Survival Clause)

Paragraph 3 of Article 5, Paragraph 3 of Article 6, Article 8, Item 2 of Article 11, Paragraphs 4 and 5 of Article 12, Paragraph 2 and 3 of Article 14, Article15, Article 16, Article 17, Paragraph 3 of Article 18, Article 19, Article 20, Paragraph 4 of Article 21, Article 23, Article 24, Article 25 , and any other Articles which are reasonably construed to be applicable even after the termination of the Agreement in light of the nature of Articles shall remain in effect after the termination of the Service Agreement regardless of the reason for such termination.

Enacted on 8th of September 2020

Exhibit

Cancellation Policy

1. Cancellation or Discontinuation of an Event due to the Organizer

(1) Real Events

In the event of a refund to the Customers due to cancellation or postponement of the event, ZAIKO will refund to the Customers who purchased the Event Ticket through the Service. In this case, the Organizer shall pay 3% of the total refund (tax exclusive) to ZAIKO as refund processing fee.

(2) Streaming Events

(a) The Organizer shall not cancel the streaming event in principle after the sale of ticket has started. If it becomes difficult to stream the event at the scheduled date and time for an unavoidable cause, the Organizer shall postpone the event and stream the event later.

(b) In the event of a refund of the Streaming Ticket for a cancellation of the streaming event due to the Organizer, or for a change of venue or event schedule, the Organizer shall refund to the Customers at its sole expense and responsibility.

(c) Notwithstanding the preceding paragraph, ZAIKO may give refund the Streaming Tickets to the Customers, if ZAIKO deems it appropriate at its sole discretion. In this case, the Organizer shall pay us the higher of (i) 30,000 yen (exclusive of tax) or (ii) 15% of the total refund (exclusive of tax) as the refund processing fee.

2. Cancellation or Discontinuation of Event Streaming due to Force Majeure or Failure

In the event where event live streaming is interrupted or discontinued due to reasons attributable solely to ZAIKO, such as force majeure or failure of the Service, the Organizer will have the following options:

(a) Continue the event live streaming as scheduled and extend the video archive period;

(b) Discontinue the event live streaming on the scheduled day, and hold the event later using pre-recorded video (whether at a later time on the same day or on another day);

(c) Discontinue the event live streaming on the scheduled day, and hold the event live streaming later (whether at a later time on the same day or on another day); or

(d) Cancel the event.

In either of (a) through (d) above, if the Organizer so requests, ZAIKO will refund the Streaming Ticket for the event to the Customers. In this case, the Organizer shall pay us 3% of the total refund (tax exclusive) as the refund processing fee.

The Organizer shall be solely responsible for the expenses incurred in relation to (a) through (d) above (including expenses for equipment and venue).