Terms and Conditions for FeliCa Reader/Writer RF Performance
Certification Test
The following terms and conditions (the “Terms and Conditions”) apply with respect to the FeliCa
Reader/Writer RF Performance Certification Test of your Product (hereinafter defined) conducted bySony Corporation (“Sony”). The Terms and Conditions apply to individual applications for the FeliCa
Reader/Writer RF Performance Certification Test submitted on the Application for FeliCa
Reader/Writer RF Performance Certification. These Terms and Conditions become an agreementwith respect to the FeliCa Reader/Writer RF Performance Certification Test (the “Agreement”)
between you and Sony upon Sony’s acceptance of your application for the FeliCa Reader/Writer RF
Performance Certification Test submitted in accordance with Section 2.01 hereof (such acceptance dateis referred to as “Effective Date”).

ARTICLE I.

DEFINITIONS

The following terms as used in these Terms and Conditions shall have the meanings set forth below.
(1) “Product” shall mean a Reader/Writer product which meets technical standard and/or
requirements called “FeliCa”.
(2) “FeliCa Reader/ Writer RF Performance Certification Test” or “Test” shall mean the certification
test conducted by Sony to determine whether a Product manufactured by you meets the standards
and/or requirements (the “Certification Standards”) for Reader/Writer set forth in the“Reader/Writer RF Certification Test Specification” (“Certification Specification”).
(3) “Test Institute” shall mean the third-party agency that Sony designates as an institute who
conducts the FeliCa Reader/ Writer RF Performance Certification Test.

ARTICLE II.

CERTIFICATION TEST

2.01
An application for the FeliCa Reader/Writer RF Performance Certification Test shall be madefor each model of your Product, in accordance with the provisions of the Certification Specification.
Your application is deemed to be accepted unless it is rejected by Sony with reasonable cause within
five (5) business days (of Sony in Japan) from the date of submission of your application. You shallarrange the test schedule with the Test Institute directly.
2.02
You must submit three (3) samples of your Product (one sample of the Product that has
minimally the highest resonance frequency value, one sample of the Product that has the lowest
resonance frequency value, one sample of the product that has a resonance frequency value between
the highest resonance frequency value and the lowest resonance frequency value, together with all ofnecessary accessories) and Communication Performance Measurement Software (which meets therequirements set forth in the Certification Specification). After the completion of the FeliCa
Reader/Writer RF Performance Certification Test, Sony will return such samples and software to you.
Sony shall not be responsible for any damages to the samples in connection with the FeliCa
Reader/Writer RF Performance Certification Test of the Products performed by Sony.
2.03
Sony will, after the Agreement becomes effective and Sony receives the samples andCommunication Performance Measurement Software set forth in Section 2.02 above, promptly conduct

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the FeliCa Reader/Writer RF Performance Certification Test in accordance with the Certification
Specification and notify you the results thereof. Upon passing of the FeliCa Reader/Writer RF
Performance Certification Test, Sony will issue a pass certificate (the “Pass Certificate”) with respect
to the specific model of the Product for which the samples were provided.
2.04
If (i) you request to add a new Product model which has not yet passed the Test but has thesame communication performance under the same measurement conditions as the Product which has
passed the Test to a Product series whose models have already passed the Test, by the form separately
designated by Sony, and (ii) Sony approves such request by means separately designated by Sony, thensuch a new Product model is deemed to have passed the Test without being Tested, provided that you
warrant such sameness of the communication performance thereto.
2.05
The Pass Certificate shall be valid for ten (10) years from the date of issuance (the “Term”),
unless invalidated by Sony pursuant to these Terms and Conditions. The Term will be indicated on
the Pass Certificate. Provided that the Term of the Pass Certificate for a new Product model which has
been added in as set forth the Section 2.04 (without being Tested) shall be the same period as the Termof the model of Products which has actually passed the Test pursuant to Section 2.03.

ARTICLE III.

EFFECT OF THE PASS CERTIFICATE

3.01
During the Term of the Pass Certificate, you may publicly announce or indicate that theapplicable model of the Product has passed the FeliCa Reader/Writer RF Performance Certification
Test. Such announcement or indication must include the name of the certification test, the version of
the Certification Specification and the applicable model name of the Product, all exactly as set forth on
the Pass Certificate.
3.02
Sony reserves the right to cancel the rights granted to you under Section 3.01 immediately if
you fail to comply with the requirements set forth in Section 3.01.
3.03
In response to your request by means separately designated by Sony, Sony may list on its Web
site your name along with the model name and other information of your Product that has passed theFeliCa Reader/Writer RF Performance Certification Test.
3.04
Your announcement or indication permitted under Section 3.01 shall be made with respect tothe exactly the same model of the Product that has passed FeliCa Reader/Writer RF Performance
Certification Test.
3.05
Upon expiration or termination of the Term of the Pass Certificate, you will no longer havethe rights granted to you under Section 3.01.

ARTICLE IV.

FEES

4.01
In consideration for the completion of the FeliCa Reader/Writer RF Performance Certification
Test, you shall pay to Sony the fees in the following amount according to the class you choose in
Certification Specification (not including any applicable taxes). The payment of the fees and any
applicable taxes shall be made to Sony in Japanese Yen by means of wire transfer remittance into a
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bank account designated by Sony, at least one (1) week prior to the estimated date of sample
submission as agreed between you and the Test Institute. Sony may withhold performance as set forthin Section 2.03 until receipt of such payment.
M class
S class
COTS
class

Eight hundred thousand (800,000) Japanese Yen
Five hundred thousand (500,000) Japanese Yen
Depends on the measurement angle of the mobile for compatibility testing.
One direction only: Three hundred thousand (300,000) Japanese Yen
Two directions: Three hundred eighty thousand (380,000) Japanese Yen

4.02
Notwithstanding the provisions of Section 4.01 above, if the number of your applications
pursuant to Section 2.01 exceeds more than ten (10) within the same fiscal year, regarding the eleventh(11th) and subsequent applications within the fiscal year, in consideration for the completion of the
FeliCa Reader/Writer RF Performance Certification Test, you shall pay to Sony the fees in the following
amount according to the class you choose in Certification Specification (not including any applicabletaxes) in accordance with the procedures set forth in the Section 4.01 above. In this Section, a fiscal
year means the twelve (12)-month period starting on April 1st of the applicable year and ending on
March 31st of the following year .
M class
S class
COTS
class

Seven hundred twenty thousand (720,000) Japanese Yen
Four hundred fifty thousand (450,000) Japanese Yen
Depends on the measurement angle of the mobile for compatibility testing.
One direction only: Two hundred seventy thousand (270,000) Japanese Yen
Two directions: Three hundred forty-two thousand (342,000) Japanese Yen

4.03
In the event that Sony deems the Communication Performance Measurement Software you
submitted to Sony pursuant to Section 2.02 fails to meet the requirements set forth in the Certification
Specification, you shall pay to Sony the additional fees to the fees as set forth in the preceding Sectionin the amount of four hundred thousand (400,000) Japanese Yen (not including any applicable taxes
respectively). The payment of the additional fees and any applicable taxes shall be made to Sony inJapanese Yen by means of wire transfer remittance into a bank account designated by Sony, by the
day before the completion date of the FeliCa Reader/Writer RF Performance Certification Test. Sonymay withhold performance as set forth in Section 2.03 until receipt of such payment.
4.04

The fees paid to Sony hereunder are non-refundable.

ARTICLE V.

CHANGES AND INVALIDATION

5.01
The Pass Certificate is valid only with respect to the Product model that is identical to thesample Product model that passed the FeliCa Reader/Writer RF Performance Certification Test. To
obtain the Pass Certificate for any other Product model, you must separately apply for and pass the
FeliCa Reader/Writer RF Performance Certification Test with respect to such other Product model.
5.02
If you make modifications to the Product, such modified Product is not deemed to be passed
the Test and the Pass Certificate is no longer valid for such modified Product even if the model of the
Product is the same as the Product which has passed the Test and you need to apply for the Test forsuch modified Product. Notwithstanding above, if (i) you notify Sony of such modification in the form

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separately designated by Sony and (ii) Sony, at its sole discretion, determined and approved that suchmodification does not affect the RF communication performance, and (iii) you warrant the samecommunication performance under the same measurement conditions as the Product without suchmodification, then you do not need re-apply for the Test despite of the modification to the Product.
5.03
The Certification Standards may be amended or updated by Japan Electronic-money
Promotion Association from time to time in part or in whole. In such event, Sony will update theversion number of the Certification Specification, and you may, at your option, apply for the FeliCa
Reader/Writer RF Performance Certification Test under the updated Certification Specification inorder to obtain a Pass Certificate under the updated Certification Specification. However, any
amendment or the update to the Certification Standards will not affect the validity of any Pass
Certificate issued under previous version(s) of the Certification Specification.
5.04
If Sony finds that, as to any Product that has passed the FeliCa Reader/Writer RF
Performance Certification Test, such Product made available in the market does not meet theCertification Standards applied at the time of the issuance of the relevant Pass Certificate, Sony may,at its option, invalidate such Pass Certificate.
5.05
If you make any public announcement or indication with respect to your Product pursuant to
Section 3.01 (i) without having re-applied or passed the FeliCa Reader/Writer RF Performance
Certification Test even though you have made one or more modifications to your Product that require
re-application for the FeliCa Reader/Writer RF Performance Certification Test pursuant to Section
5.01, (ii) without notifying Sony of modification to the Product or without receiving Sony’s approval
pursuant to Section 5.02 or (iii) under any updated version of the Certification Specification when you
have not passed the FeliCa Reader/Writer RF Performance Certification Test under such updated
version of the Certification Specification, Sony may, at its option, immediately invalidate the relevant
Pass Certificate.

ARTICLE VI.

CONFIDENTIALITY

6.01
You and Sony (each, a “Party” and collectively, the “Parties”) shall each maintain as confidential
and shall not disclose to any third party any technical, business or other proprietary information of theother Party disclosed during the course of the FeliCa Reader/Writer RF Performance Certification Test
(the “Confidential Information”) without the prior written consent of such other Party, for three (3) years
after such disclosure. Further, Sony will not use your Confidential Information for any purpose otherthan the purposes contemplated under these Terms and Conditions.
6.02
Notwithstanding the provisions of Section 6.01, such restrictions shall not apply to any portionof the Confidential Information which a Party can prove:(a) was part of the public domain at the time of disclosure;(b) was previously known to the receiving Party at the time of disclosure;(c) subsequently becomes part of the public domain through no fault of the receiving Party or its
employees; or(d) is rightfully obtained by the receiving Party from a third-party source without any restriction on
disclosure or use; or(e) is independently ascertainable or developed by the receiving Party who have not had access to the
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Confidential Information.
6.03
If the receiving Party is required to disclose any of the Confidential Information of the otherParty by government authorities or required by law, ordinance, rule, regulation or court orderapplicable to the receiving Party, notwithstanding the provisions of Section 6.01, the receiving Party
may so disclose such Confidential Information; provided that the receiving Party shall take reasonable
steps to obtain confidential treatment of such Confidential Information and shall make reasonable
efforts to give the other Party prior written notice of such requirement together with a copy of theinformation to be disclosed.
6.04
Notwithstanding the provisions of 6.01 and 6.02, Sony may disclose the information regarding
the Product that has already passed the FeliCa Reader/Writer RF Performance Certification Test, i.e.
your corporate name, product number, certification number, and the date and the class that your
Product has passed, to Japan Electronic-money Promotion Association.
6.05
Notwithstanding the provisions of Section 6.01, Sony may disclose your Confidential
Information to the Test Institute, the subcontractors set forth in Section 11.03 and Sony’s affiliates forthe purposes contemplated under these Terms and Conditions. In such case, Sony shall cause the Test
Institute, the subcontractors and the affiliates to be bound by the obligations no less restrictive thanthose of Sony under the provisions of Section 6.01. Failure by the Test Institute, the subcontractors or
the affiliates to observe such obligations shall constitute a breach of this Agreement by Sony.

ARTICLE VII. WARRANTIES AND LIMITATION OF LIABILITY
7.01
SONY MAKES NO REPRESENTATION OR WARRANTIES, EXPRESSLY OR BY
IMPLICATION, STATUTORY OR OTHERWISE, IN CONNECTION WITH PASSING OF THE
READER/WRITER RF CERTIFICATE PERFORMANCE TEST, INCLUDING BUT NOT LIMITED TO
REPRESENTATIONS OR WARRANTIES OF QUALITY, FUNCTIONALITY, PERFORMANCE,SAFETY, UTILITY MERCHANTABILITY, OR FITNESS FOR PARTICULAR PURPOSE OF YOURPRODUCT.
7.02
IN NO EVENT SHALL SONY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSSES
WHATSOEVER UNDER ANY CIRCUMSTANCES (INCLUDING BUT NOT LIMITED TO DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESSINFORMATION OR OTHER PECUNIARY LOSS) THAT ARISE IN CONNECTION WITH THE
PRODUCTS THAT HAVE PASSED THE READER/WRITER RF CERTIFICATE PERFORMANCETEST, EVEN IF SONY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE VIII.

EXCLUSION OF UNSOCIAL SYNDICATE

8.01
Each of you and Sony represents and warrants that, as of the execution date and during theterm of this Agreement, it, as well as its officers and persons substantially involved in its
management, do not fall under the category of the Anti-Social Forces and any of the following items(In this ARTICLE VIII, “Anti-Social Forces” means organized crime groups (“bouryokudan”),
members of organized crime groups (“bouryokudan-in”), individuals who left an organized crime
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group within the past 5 years, quasi-members of any organized crime group (“bouryokudan junkoseiin”), enterprises affiliated with organized crime groups (“bouryokudan kankei kigyo”), corporate
extortionists (“sokai-ya”), corporate swindlers acting under the pretext of conducting social
movements or political activities (“shakai undou hyoubou goro”, “seiji undou hyoubou goro”), groups
of individuals specialized in intellectual crimes (“tokushu chinou bouryoku shudan”), individuals
closely affiliated to any organized crime groups (“bouryokudan missetsu-kankeisha”), and others as
being equivalent thereto.):(a) having a relationship which can be recognized that the Antisocial Forces controls the
management;(b) having a relationship which can be recognized that the Antisocial Forces is substantiallyinvolved in the management;(c) having a relationship which can be recognized that it unjustly exploits the Antisocial Forces,
such as for the purpose of gaining wrongful interests for itself or a third party or causing damage
to a third party;(d) having a relationship which can be recognized that it is involved with the Antisocial Forces, suchas in the cases of providing funds or other convenience and facilities, knowing that the receiver
falls under the Antisocial Forces; and(e) having a socially condemnable relationship between its officers and persons substantiallyinvolved in its management and the Antisocial Forces.
8.02
Each of you and Sony represents and warrants that it will not conduct or cause a third party
to conduct even one of the following acts in connection with this Agreement:(a) violent demands;(b) unreasonable demands beyond legal liability;(c) an act of threatening behavior or violence;(d) an act of spreading rumors, damaging the reputation of the other Party by using fraudulentmeans or force, or obstructing the business of the other Party; and(e) any other act equivalent to the preceding items.
8.03
In the event that each of you and Sony breaches any of the representations and warranties set
forth in the preceding two sections, the other Party may terminate this Agreement without giving any
notice and demand to the breaching party.
8.04
The Party who terminates this Agreement pursuant to the preceding section shall not be liable
to compensate the breaching Party in any way, even if any damage is caused to the breaching Party asa result of or in connection with such termination of this Agreement.
8.05
In the event that each of you and Sony breaches any of the representations and warranties set
forth in the Section 8.01 and 8.02, all obligations of the breaching Party under this Agreement shallbecome immediately due and performed in accordance with the request by the other Party.

ARTICLE IX. TERM
9.01
This Agreement shall become effective as from the Effective Date and thereafter shall remain in
effect (unless terminated earlier as set forth in this Agreement) until either the FeliCa Reader/Writer RF
Performance Certification Test shall have been completed or the payment for the FeliCa Reader/Writer
RF Performance Certification Test shall have been completed pursuant to Section 4.01 or 4.02, whichever
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comes later.
9.02
Each Party reserves the right to terminate the Agreement immediately without any notice ordemand in the event that:(a) the other Party is adjudicated a bankrupt, makes assignment for the benefit of its creditors; takes
advantage of any insolvency act; or is the subject of a case for its liquidation or reorganization under
any law;(b) the other Party breaches any provision of these Terms and Conditions and does not cure such breach
within thirty (30) days after receipt of notice thereof.
(c) the other Party ceases to function as a going concern or to conduct its operations in the normal courseof business;(d) the other Party uses FeliCa Reader/Writer RF Performance Certification Test and/or Product in an
illegal or unlawful way.
9.03
Sony reserves the right to invalidate the Pass Certificate issued to you hereunder immediately
without notice or demand in the event that you:(a) fail to make any payment required under the Agreement for more than two (2) calendar months fromthe due date;(b) harm Sony or any third party designated by Sony in any way (including but not limited to damage to
reputation and business obstruction);(c) destroy or damage (or cause to destroy or damage) any building or storage of Sony or any third party
designated by Sony.
9.04
In the event that the Agreement becomes terminable by Sony under this Article IX, all of yourobligations under the Agreement shall immediately accelerate.
9.05
Sections 2.02, 2.04 and 2.05, Article III, Section 4.04, Articles V, VI and VII, Sections 8.04 and
8.05, and Articles X and XI shall survive any expiration or termination of the Agreement.

ARTICLE X. NO ASSIGNMENT
10.01
You may not assign transfer or mortgage any of your rights and obligations hereunder without
the prior written consent of Sony.

ARTICLE XI. MISCELLANEOUS
11.01
Sony may, at any time with prior notice to you, cease to conduct the FeliCa Reader/Writer RF
Performance Certification Test or assign or transfer its rights and obligations hereunder with respect to
the FeliCa Reader/Writer RF Performance Certification Test to a third party in part or in whole, andyou shall not object to any of such termination, assignment or transfer.
11.02
You must observe and comply with all relevant laws, ordinances, rules and regulations of
relevant countries in performing your obligations and exercising your rights hereunder.

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11.03

Sony may use subcontractors to conduct the Test.

11.04
These Terms and Conditions and the Agreement shall be construed under and governed by thelaws of Japan. If any provision of these Terms and Conditions is held by a court or other tribunal ofcompetent jurisdiction to be invalid or unenforceable, that provision of these Terms and Conditions shallbe enforced to the maximum extent permissible so as to effect the intent of the parties hereto, and thereminder of these Terms and Conditions shall continue in full force and effect.
11.05
In the event of any dispute arising out of or in connection with these Terms and Conditions or
the Agreement, which cannot be amicably settled by the Parties, the Parties shall submit any suchdisputes to the Tokyo District Court in Japan as the court of first instance. Any counter-claim shall be
filed with the court with which the original action is filed. The Parties agree that the judgment, decreeor order rendered by a court of last resort or a court of lower jurisdiction from which no appeal has beentaken in Japan shall be final and binding upon both Parties.
Published on April 1, 2024

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