DATA SUBSCRIPTION AGREEMENT FOR AWS MARKETPLACE

1. Scope
1.1. Terms and Conditions. This Data Subscription Agreement for AWS
Marketplace (the “Agreement”) sets forth the terms and conditions
applicable to Data subscriptions between the Party offering the Data
under a DSA Offer (“Provider”) and the Party subscribing to the Data(“Subscriber”) through AWS Marketplace. Subscriber and Provider may
be referred to collectively as the “Parties” or individually as a “Party”.
Provider’s offer of the Data via a DSA Offer on AWS Marketplace, andSubscriber’s purchase of the corresponding Subscription to the Data on
AWS Marketplace, constitutes each Party’s respective acceptance of andtheir entry into this Agreement, and each Party’s agreement to be boundby the terms hereof. Unless defined elsewhere in this Agreement, terms
in initial capital letters have the meanings set forth in Section
10(Definitions).
1.2. Data Subscription.
1.2.1. Provider will supply and sell to Subscriber, and Subscriber
will receive and purchase, respectively, a Subscription to the Data
as set forth in the DSA Offer in accordance with this Agreement. A
Subscription, as described in the applicable DSA Offer, includes
Data distributed via AWS Marketplace which may be downloaded
via Amazon Simple Storage Services (Amazon S3) or otheravailable functionality (collectively, “Downloaded Data”).
1.2.2. The frequency of updates to the Data via data revisions by
the Provider, as well as fees or rates for the Subscription, shall be
as set forth in the applicable DSA Offer.
1.2.3. Provider may amend the content of the Subscription (e.g.,
in terms of design, amount of content, etc., as deemed necessary
by Provider) or discontinue the provision of the Subscription
without notice to Subscriber. Provider do not guarantee to provide
the same content of Subscriptions at the time of initial orsubsequent purchase, and shall not be liable for any damages
incurred by Subscriber as a result of such amendment or
discontinuation.

1.2.4. Once Subscriber have purchased Subscription, under nocircumstances can Subscriber replace, exchange, change orcancel Subscribe.
1.3. Agreement. The Subscription is subject to and governed by theterms of this Agreement, the DSA Offer, and any amendments to any of
the foregoing as may be agreed upon by the Parties, each of which areincorporated herein. In the event of any conflict between the terms andconditions of the various components of the Subscription, the following
order of precedence will apply: (1) any amendment agreed upon by theParties; (2) this Agreement; and (3) the DSA Offer. The Parties further
acknowledge that the Subscription is subject to Subscriber’s AWS
Customer Agreement and AWS Service Terms or other agreement withAWS governing use of AWS services, and such terms shall prevail to theextent that they conflict with any of the foregoing components of the
Subscription.
1.4. Third Party Data and Terms. Notwithstanding anything to thecontrary stated in this Agreement, Subscriber agrees that Subscriber’s
access to and use of Third Party Data included within a Subscription (ifany) may be subject to any additional or different terms, conditions andpolicies applicable to such Third Party Data (such as terms of service or
privacy policies of the person or entity that makes available the Third
Party Data (collectively, “Third Party Terms”). Third Party Terms
typically will be referenced in the DSA Offer but Provider also may provide
notice of Third Party Terms in accordance with Section 9.9 of thisAgreement. Subscriber agrees that it will be subject to and will comply
with Third Party Terms. By accessing or using Third Party Data madeavailable under a DSA Offer, Subscriber is directing Provider to access,route and transmit to Subscriber the applicable Third Party Data.
1.5. Term of Subscription. The term of Subscription will be set forth in
DSA Offer. Subscription is automatically renewed with the same
conditions for subsequent period of the same length as the initial term
unless Party requests.
1.6. Payment.

Subscriber shall pay the subscription fee according toDSA offer of each product. The payment date and method shall be as
defined by AWS. Subscriber shall provide the information required forsubscription in accordance with the usage instructions on this website. For
various reasons, including without limitation compliance or regulatory
reasons, Provider may verify subscription request. When Provider verify
subscription, Subscriber shall submit additional information according to
DSA Offer. Once Subscriber submits a subscription request, Provider has
up to 45 days to approve or decline the request.

2. Authorization
2.1. Grant of License.
2.1.1 Subscriber may reproduce or otherwise make secondary
use of the Data only to the extent set forth in (a) to (d) below
and only to the minimum extent necessary for Subscriber's use;(a) reproduction (including by electromagnetic record. same as
below.);(b) translation;(c) reproduction in internal documents and materials (except
where prohibited); or(d) creating statistical materials based on the data.
(The permitted use of Subscriber set forth in (a) to (d) above
shall be referred to as “Reproductions”)
However, if the Data is subject to any editing restrictions or copy
protection, the Subscriber shall not remove such restrictions or
copy protection in an unauthorized manner. The terms andconditions of Reproductions shall be the same as those of theoriginal Data, and Subscriber shall not engage in any act
prohibited or restricted with respect to the original Data.
Subscriber shall not claim any rights in Reproductions beyond thescope of the rights to use the original Data, and shall not allow
any officers and employees of Subscriber to claim any rights.
Notwithstanding the foregoing, the rights and licenses granted to
Subscriber with regard to Third Party Data may be more limited
than the rights and licenses set forth above. Any additional ordifferent rights or licenses that apply to Third Party Data will be
included in the DSA Offer or otherwise within the Third Party

Terms communicated to Subscriber in accordance with Section
1.4 above.
2.1.2. Subscriber must be licensed by Provider to make any use
other than set forth in 2.1.1., including without limitation,
creation and sales of following financial products:(1) Exchange-traded futures and exchange-traded options,(2) Exchange-traded funds (ETFs)(3) Index investment trusts that aim to achieve investment
performance linked to Downloaded Data,(4) Bonds, warrants and deposits linked to Downloaded Data.
If Provider licenses Subscriber to create derivative works from the
Subscription Services, Provider shall have no warranty withrespect to such derivative works and shall have no liability
therefor.
2.2. Subscriber/User .
If the Subscriber is a corporation or unincorporated association, the data
may be used only by the minimum necessary number of the Subscriber's
officers and employees. However, the Subscriber is fully responsible to theProvider for the actions of its officers and employees. Subscriber shall notallow any other person, including without limitation any subsidiary, parent
or other entity that is affiliated with Subscriber, to use the Data.
2.3. Restrictions. Except as specifically provided in this Agreement,
Subscriber and any other User of Data, or any subset thereof, may not:(a) publish, disseminate, distribute or provide access of any kind to theData, or any material subset thereof, to any third party (including,
without limitation, (i) use in legal proceedings, such as lawsuits andapplications for permits and licenses; (ii) use in stock listing procedures,timely disclosure, securities reports; or (iii) disclosure to a parent
company, subsidiary or other affiliated company;(b) sell, sublicense, loan, lease, assign, authorize others to access, use, ordisclose, or attempt to grant any rights to, the Data, or any material
subset thereof, to third parties;(c) indirectly disclose or leak the contents of the data, such as orally
disclosing to a third party;(d) disclose to third parties that the data was provided by the Provider;(d) make derivative works except as permitted under the provisions ofSection 2.1 above;(e) use the Data beyond the Subscriber's own business purpose;(f) reproduce all or part of the Data in documents, materials, databases,
etc. provided to a third party (ex. As supplemental material to ensure
accuracy);(g) use the Data for purposes that violate laws and regulations, offend
public order and morals, or infringe the rights of third parties;(f) cause adverse effect or damage to Provider by using the Data;(g) except as permitted by Law, decompile, reverse engineer, orotherwise attempt to derive source code from the Data;(h) use the Data or any material subset thereof to act as a consultant,service bureau, or application service provider; or(i) to the extent the Data is provided in a manner that does not identify
an individual, use the Data to create, generate, or infer any information
relating to the identity of an individual.
Subscriber will not remove, delete or alter any trademarks, copyrightnotices, or other Proprietary Rights notices of Provider or its licensors, ifany. Additional restrictions may be included in the DSA Offer or otherwise
within the Third Party Terms communicated to Subscriber in accordancewith Section 1.4 above.
2.4. Prohibited Acts. With respect to the Subscription, Subscribers shallnot engage in;(a) any act which violates any laws or regulations, or public order andmorals;(b) criminal acts, acts incidental thereto, or potential acts thereof;(c) infringement of intellectual property rights including copyrights,
trademark rights, property rights, privacy, or other rights related to
Subscription;(d) any act to destroy or obstruct the server or network functions ofProvider, other Subscribers, other Users or other third parties;(e) any act to obstructing the operation of the Provider's services, or
potential acts thereof;(f)unauthorized access or attempts thereof;(g)collecting or accumulating personal information about other
Subscribers or other Users;(h)use Subscription service for any unauthorized purpose;

(i)causing loss, damage, or discomfort to other Subscribers, Users orother third parties(j)any act to impersonate other Subscribers or Users;(k)any act to advertise, solicit, or conduct business that is not authorized
by Provider;(l) providing benefits directly or indirectly to antisocial forces in relation to
subscription, or(m) any other act deemed inappropriate by Provider.

3. Proprietary Rights
3.1. Data. Provider will retain all right, title and interest it may have inand to the Data, including all Proprietary Rights therein. Nothing in thisAgreement will be construed or interpreted as granting to Subscriber any
rights of ownership or, except as expressly provided herein, any other
Proprietary Rights in or to the Data.
3.2. Feedback. If Subscriber provides any suggestions, ideas,enhancement requests, recommendations, or feedback regarding theData (“Feedback”), Provider may use, incorporate, and otherwise
practice Feedback in Provider’s products and services. Subscriber will haveno obligation to provide Feedback, and all Feedback is provided by
Subscriber “as is” and without warranty of any kind.

4. Warranties
4.1. Power and Authority. Each Party represents and warrants that: (a)it has full power and authority to enter in and perform this Agreement
and that the execution and delivery of this Agreement has been duly
authorized; and (b) this Agreement and such Party’s performancehereunder will not breach any other agreement to which the Party is aparty or is bound or violate any obligation owed by such Party to any third
party. Subscriber represents and warrants that the hardware, software,
network and any other equipment used to access the Data will not
infringe the copyrights or other rights of any third party.
4.2. Disclaimer.

4.2.1. EXCEPT FOR THE WARRANTIES SPECIFIED IN THISAGREEMENT, PROVIDER DOES NOT MAKES ANY WARRANTIES,EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITEDTO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SAFETY, RELIABILITY, ACCURACY, COMPLETENESS,EFFECTIVENESS, TIMELINESS, FITNESS FOR A PARTICULARPURPOSE, TITLE, NON-INFRINGEMENT, NON-SECURITY
DEFECTS, OR NON-ERRORS OR BUGS REGARDING THE DATA,
AND PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
4.2.2. Provider does not make any warranty to Subscriber
regarding the quality or performance of Subscription service or
the Data, and shall not be responsible for any actions or decisions
made by the Subscriber or Subscriber in reliance on the service or
the Data.
Provider shall not be liable to Subscriber for any suspension,
discontinuation, defect, error/mistake, delay of the Subscription
service, or for any loss or damage arising from or related to suchsuspension, discontinuation, or defect (including the loss of thedata inputted for any reason).
Providers does not warranty to Subscribers to continue viewing
Data provided to Subscriber.
4.2.3. Provider does not guarantee that the Data shall be free ofany computer virus or other harmful programs.
4.2.4. Provider shall not be liable for any damages incurred by
Subscriber arising out of or in connection with use of Subscription
service (including browsing Provider’s Websites).
4.2.5. Provider shall not be liable for any damages caused by
Subscriber to third parties (including other Subscribers) arisingout of or in connection with use of Subscription service, nor for
any damages caused by third parties to Subscriber arising out ofor in connection with browsing Provider’s Websites by third
parties, nor for any disputes between Subscriber and other
Subscribers or third parties.

5. Confidentiality
5.1. Confidential Information. “Confidential Information” means theData (including the selection, arrangement, and compilation thereof) andany nonpublic information directly or indirectly disclosed or madeaccessible by Provider to Subscriber pursuant to this Agreement that isdesignated as confidential or that, given the nature of the information or
the circumstances surrounding its disclosure, reasonably should beconsidered as confidential. Confidential Information will not, however,include any information which: (a) was publicly known or made generally
available to the public prior to the time of disclosure; (b) becomes publicly
known or made generally available after disclosure through no fault of theReceiving Party; (c) is in the possession of the Receiving Party, without
restriction as to use or disclosure, at the time of disclosure by theDisclosing Party; (d) was lawfully received, without restriction as to use or
disclosure, from a third party (who does not have an obligation ofconfidentiality or restriction on use itself); (e) is developed by the
Receiving Party independently from this Agreement and without use of orreference to the Disclosing Party’s Confidential Information or Proprietary
Rights; or (f) was required by law or regulation to be disclosed by
Subscriber to the extent so disclosed. Except for rights expressly grantedin this Agreement, each Party reserves all rights in and to its Confidential
Information.
5.2. Obligations. Subscriber agrees not to use or disclose theConfidential Information other than as expressly authorized by thisAgreement. Subscriber agrees to safeguard the Confidential Information
against unauthorized use or disclosure with means at least as stringent as
those it uses to safeguard its own confidential information, and in no
event with less than reasonable means. Subscriber will promptly notify
Provider if it becomes aware of any unauthorized use or disclosure of theConfidential Information, and reasonably cooperate with Provider in
attempts to limit disclosure. If and to the extent required by law,
Subscriber may disclose or produce Confidential Information but will givereasonable prior notice (and where prior notice is not permitted byapplicable law, notice will be given as soon as Subscriber is legallypermitted) to Provider to permit Provider to intervene and to request
protective orders or confidential treatment therefor or other appropriateremedy regarding such disclosure.

6. Limitations of Liability
6.1. Disclaimer. SUBJECT TO SECTIONS 6.3 (EXCEPTIONS), IN NO
EVENT WILL PROVIDERBE LIABLE TO SUBSCRIBER FOR ANY INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES LOSTPROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,WHETHER OR NOT FORESEEN OR FORESEEABLE.
6.2. General Cap. SUBJECT TO SECTIONS 6.3 (EXCEPTIONS),PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT,WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, OR OTHERLEGAL THEORY, SHALL NOT EXCEED OF TOTAL AMOUNT OF FEESACTUALLY RECEIVED BY PROVIDER FROM THE SUBSCRIBER FOR THE
SUBSCRIPTION FOR A PERIOD OF UP TO ONE (1) YEAR FROM THE
MONTH IN WHICH THE DAMAGE OCCURRED.
6.3. Exceptions. THE EXCLUSIONS OF OR LIMITATIONS ON LIABILITY
SET FORTH IN SECTION 6.1 (DISCLAIMER) AND 6.2 (GENERAL CAP)
WILL NOT APPLY TO DAMAGES OR LIABILITY ARISING FROM A PARTY’SGROSS NEGLIGENCE, WILLFUL MISCONDUCT.

7. Indemnification
7.1. Provider Indemnity. Provider will, at its expense, indemnify, defend
and hold harmless Subscriber and their respective officers, directors,
employees, agents, representatives, successors, and assigns (collectively“Subscriber Indemnified Parties”) from and against any and all claims,
actions, proceedings, and suits brought by a third party, and any and all
associated liabilities, losses, damages, settlements, penalties, fines,
deficiencies, judgments, awards, costs, and expenses of whatever kind,including reasonable attorneys’ fees, fees, the cost of enforcing any rightto indemnification hereunder, and the cost of pursuing any insurance
providers (“Claims”), to the extent arising out of or relating to (a) any
actual or alleged failure by Provider to obtain and hold sufficient legal rightand any consents, authorizations, and other rights and permissions
necessary to transmit to, or provide Subscriber with, access to the Datafor the purposes set forth in this Agreement and to authorize Subscriber
to access and use the Data as set forth in this Agreement (without any
payment by Subscriber to any third party and without the need for
Subscriber to clear or obtain additional rights to access and use the Data
as authorized hereunder); (b) any actual or alleged infringement,
misappropriation, or violation of any Proprietary Rights, right of publicity,or privacy or other rights of a third party by the Data.
7.2. Process. The party(ies) seeking indemnification pursuant to thisSection 7 (Indemnification) (each, an “Indemnified Party” andcollectively, the “Indemnified Parties”) will give Provider (or its
successor or assign), as the indemnifying party pursuant to Section 7.1(Provider Indemnity) (the “Indemnifying Party”), sole control over the
defense and/or settlement of each Claim (subject to the provisions of thisSection 7.2 (Process) below), prompt notice of each Claim for which it
seeks indemnification, provided that failure or delay in providing such
notice will not release the Indemnifying Party from any obligations
hereunder except to the extent that the Indemnifying Party is prejudicedby such failure. The Indemnified Parties will give the Indemnifying Party
their reasonable cooperation in the defense of each Claim for whichindemnity is sought, at the Indemnifying Party’s expense. The
Indemnifying Party will keep the Indemnified Parties informed of thestatus of each Claim. Notwithstanding anything to the contrary, anIndemnified Party may participate in the defense at its own expense.
7.3. Limitations. Provider will have no liability or obligation under thisSection 7 (Indemnification) with respect to any infringement or
misappropriation Claim to the extent attributable to any modifications to
the Data by Subscriber or its Personnel or use of the Data by Subscriber inbreach of this Agreement, where such infringement Claim would not havearisen absent such modification or use.
7.4. Not Limiting. The foregoing indemnities will not be limited in any
manner whatsoever by any required or other insurance coverage
maintained by a Party.

8. Term and Termination
8.1. Term. This Agreement will continue in full force and effect until
conclusion of the Subscription, unless terminated earlier by either Party as
provided by this Agreement.
8.2. Termination for Convenience. Subscriber may terminate theSubscription or this Agreement without cause at any time using thetermination or cancellation functionality available through the AWS
Services. Provider will not refund even if the subscription period remains.
8.3. Termination for Cause. Either Party may terminate the Subscription
or this Agreement if the other Party materially breaches this Agreementand does not cure the breach within thirty (30) calendar days following its
receipt of written notice of the breach from the non-breaching Party.
8.4. Other Termination, Suspend, Restrict or Termination ofRegistration by Provider.
8.4.1. Provider may suspend or terminate Subscriber’s
Subscription or this Agreement without prior notice to Subscribers
and without refund of fees for any unused portion of a
Subscription with Prepaid Pricing (other than as expressly set
forth in the DSA Offer):(i) if maintenance, inspection, or updating of the computer
system for Subscription is needed;(ii) if provision of Subscription becomes difficult due to the causes
beyond Provider’s reasonable control, including without limitation,
earthquake, flood, lightning or other natural disaster, fire, power
failure, political upheaval, rebellion, epidemic, any change in law
or regulation, or act of GOD;(iii) if required to comply with any applicable law or requests ofgovernmental entities;(iv) if Subscriber does not cooperate with any reasonable
investigation by Subscriber of a suspected breach of thisAgreement;(v) if Provider determines that suspension is necessary to preventor mitigate damage to Provider’s, Provider Contractors’ or
Subscriber’s systems or networks caused by a denial of service
attack or other any act or omission of a third party (e.g., hacking

or the introduction of viruses or other malware)(vi) in any other case where the Provider deems it difficult toprovide Subscription.
Provider shall not be liable for any loss or damage incurred by
Subscriber, User or any third party due to the suspension orinterruption of the provision of Subscription. However, in the casethat this Agreement between Subscriber and Provider falls undera Consumer Contract Act of Japan, provider’s aggregate liability
under this agreement, whether such damages are based incontract, tort, or other legal theory, shall not exceed of total
amount of the average monthly fee (one month's worth) for the
Subscribe service for the past twelve (12) months, counting fromthe date the event occurred.
8.4.2. If Provider terminates all or part of Subscription at
Provider's responsibility, Provider shall refund to Subscriber a prorata portion of the usage fees already paid corresponding to thenumber of days Subscription is not performed.
8.4.3. Provider may, without prior notice, restrict the Subscriberfrom using all or part of the Subscription, suspend the provision of
the Subscription, or terminate the Subscriber's registration
without refund of fees for any unused portion of a Subscription
with Prepaid Pricing if any of the following event occurs withrespect to Subscriber:(i) Subscriber violates any of the provisions of this Agreement;(ii) Subscriber provides false information in the Subscriber's
registration;(iii) Subscriber fails to make the payment of fees by the due date;(iv) Subscriber's business license is revoked or suspended by theregulatory authority;(v)if any petition for provisional seizure, provisional disposition,
compulsory execution, or auction to enforce a security interest in
its property is filed against the Subscriber, or when a decision ismade to commence bankruptcy, civil rehabilitation, or corporate
reorganization proceedings with respect to Subscriber, or when
the Subscriber enters liquidation or becomes insolvent;(vi)Subscriber’s bill or check is dishonored;(vii)any resolution is passed to dissolve the Subscriber;

(viii)Subscriber does not response to any communication from theProvider within a reasonable period;(ix)Subscriber does not use Data for a certain period since lastuse; or(x)any other cases where Provider deems the use of the service
to be inappropriate.
Provider shall not be liable for any loss or damage incurred by
Subscriber, User or any Third party due to the restrict or
termination of registration of the provision of Subscription.
8.5. Effect of Termination.
8.5.1. Upon termination or expiration of the Subscription or thisAgreement, Subscriber’s authorization to use the Data under such
Subscription (or all Subscriptions if the Agreement expires or is
terminated) will terminate, and, within ninety (90) calendar days
following such termination or expiration, Subscriber will remove
the Data from the AWS Services infrastructure used by Subscriber
under its own AWS Services account and any other computer
systems operated by or for Subscriber, and if instructed by
Provider, destroy all other copies of the Data. Termination or
expiration of any Subscription purchased by Subscriber from
Provider will not terminate or modify any other Subscription
purchased by Subscriber from Provider.
8.5.2. Sections2.3(Restrictions), 2.4(Prohibited Acts), 3(Proprietary Rights), 5 (Confidentiality), 6 (Limitations of
Liability), 7 (Indemnification), 8.5 (Effect of Termination),9(General) and 10 (Definitions), together with all other provisionsof this Agreement that may reasonably be interpreted orconstrued as surviving expiration or termination of thisAgreement, will survive the expiration or termination of thisAgreement for any reason.

9. General
9.1. Applicable Law. This Agreement will be governed and interpretedunder the laws of Japan, excluding its principles of conflict of laws. The
Parties agree that the exclusive forum for any action or proceeding will bein Tokyo and the Parties consent to the jurisdiction of Tokyo District Courtin the first instance. The Parties agree that the United Nations Convention
on Contracts for the International Sale of Goods does not apply to thisAgreement.
9.2. Assignment. Neither Party may assign, transfer or pledge thisAgreement or any rights or delegate any duties herein without the priorwritten consent of the other Party, which will not be unreasonably
withheld, delayed, or conditioned. Notwithstanding the foregoing, andwithout gaining the other Party’s written consent, either Party may assign
this Agreement, in whole or part, and delegate its obligations to its
Affiliates or to any entity acquiring all or substantially all of its assets or
the assigning Party’s entire business, whether by sale of assets, sale ofstock, merger, or otherwise. Any attempted assignment, transfer, ordelegation in contravention of this Section 9.2 (Assignment) will be nulland void. This Agreement will inure to the benefit of the Parties hereto
and their permitted successors and assigns.

9.3 Modification of this Agreement. Provider may modify thisAgreement or DSA offer without prior consent of Subscriber if Provider
deems it necessary. If Provider amends this Agreement or DSA offer andnotifies Subscriber of such modification, continuing to Subscription after
the effective date of the modified Agreement as specified in the
notification shall be deemed to be acceptance of the modified Agreement
and the modified Agreement shall apply. Notwithstanding the foregoing, inthe case of a change that requires the consent of Subscriber or priornotification, etc., under the law, the consent of the Subscriber or priornotification shall be obtained in a way determined by Provider.
9.4. Force Majeure. Neither Party will be liable hereunder for any failure
or delay in the performance of its obligations in whole or in part, on
account of riots, fire, flood, earthquake, explosion, epidemics, war, strike,or labor disputes (not involving the Party claiming force majeure),
embargo, civil or military authority, act of God, governmental action, anychange in laws or regulations or other causes beyond its reasonable
control and without the fault or negligence of such Party or its Personnel
and such failure or delay could not have been prevented or circumvented
by the non-performing Party through the use of alternate sourcing,workaround plans, or other reasonable precautions (a “Force Majeure
Event”).
9.5. Export Laws. Each Party will comply with all applicable customs andexport control laws and regulations of the United States and/or such othercountry, with respect to its activities under this Agreement, including in
the case of Subscriber, where Subscriber or its Users access or use theData, and in the case of Provider, where Provider provides the Data. Each
Party certifies that it and its Personnel are not on any of the relevant U.S.
Government Lists of prohibited persons, including but not limited to theTreasury Department’s List of Specially Designated Nationals and theCommerce Department’s list of Denied Persons. Neither Party will export,
re-export, ship, or otherwise transfer the Data, to any country subject toan embargo or other sanction by the United States.
9.6. Government Rights. As defined in FARS §2.101, the Data
constitutes “commercial items”. Consistent with FARS §12.212 and DFARS§227.7202, any use, modification, reproduction, release, performance,
display, or disclosure of such commercial Data by the U.S. government
will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of thisAgreement.

9.7. Headings; Construction. The headings throughout this Agreement
are for reference purposes only, and the words contained therein will in
no way be held to explain, modify, amplify or aid in the interpretation,
construction, or meaning of the provisions of this Agreement. As usedherein, (a) the terms “include” and “including” are meant to be inclusive
and shall be deemed to mean “include without limitation” or “including
without limitation,” (b) the word “or” is disjunctive, but not necessarily
exclusive, (c) words used herein in the singular, where the context so
permits, shall be deemed to include the plural and vice versa, (d)references to “dollars” or “$” shall be to United States dollars unlessotherwise specified herein, (e) the term “his” applies to both genders, and(f) all references to days, months or years shall be deemed to bepreceded by the word “calendar.”9.8. No Third-Party Beneficiaries. Except as specified in Section 7(Indemnification) with respect to Subscriber Indemnified Parties andProvider Indemnified Parties, nothing express or implied in this Agreement
is intended to confer, nor will anything herein confer, upon any person
other than the Parties and the respective successors or assigns of theParties, any rights, remedies, obligations, or liabilities whatsoever.
9.9. Notices. Notice under this Agreement shall be made in the way
determined by Provider. Provider will be deemed to have fulfilled its duties
to give notice if it sends notice to Subscriber's registered address,
telephone number, or email address. Provider shall not be liable for any
damages incurred by the Subscriber as a result of the Subscriber's failure
to register an address, telephone number, or e-mail address in the way
specified by Provider, even if the notice does not reach the Subscriber.
9.10. Nonwaiver. Any failure or delay by either Party to exercise orpartially exercise any right, power, or privilege under this Agreement will
not be deemed a waiver of any such right, power, or privilege under thisAgreement. No waiver by either Party of a breach of any term, provision,or condition of this Agreement by the other Party will constitute a waiverof any succeeding breach of the same or any other provision hereof. No
such waiver will be valid unless executed in writing by the Party making
the waiver.
9.11. Publicity. Neither Party will issue any publicity materials or press
releases that refer to the other Party or its Affiliates, or use any tradename, trademark, service mark, or logo of the other Party or its Affiliates
in any advertising, promotions, or otherwise, without the other Party’s
prior written consent.
9.12. Relationship of Parties. The relationship of the Parties will be thatof independent contractors, and nothing contained in this Agreement will
create or imply an agency relationship between Subscriber and Provider,nor will this Agreement be deemed to constitute a joint venture or
partnership or the relationship of employer and employee between
Subscriber and Provider. Each Party assumes sole and full responsibility
for its acts and the acts of its Personnel. Neither Party will have theauthority to make commitments or enter into contracts on behalf of, bind,or otherwise oblige the other Party.
9.13. Severability. If any term or condition of this Agreement is to any
extent held invalid or unenforceable by a court of competent jurisdiction,
the remainder of this Agreement will not be affected thereby, and eachterm and condition will be valid and enforceable to the fullest extent
permitted by law.
9.14. Subcontracting. Provider may use Subcontractors in its
performance under this Agreement, provided that: (a) Provider remains
responsible for all its duties and obligations hereunder and the use of any
Subcontractor will not relieve or reduce any liability of Provider or cause
any loss of warranty under this Agreement; and (b) Provider agrees to be
directly liable for any act or omission by such Subcontractor to the same
degree as if the act or omission were performed by Provider such that abreach by a Subcontractor of the provisions of this Agreement will bedeemed to be a breach by Provider. The performance of any act oromission under this Agreement by a Subcontractor for, by, or throughProvider will be deemed the act or omission of Provider.
9.15. Elimination of Antisocial Forces.
9.15.1. Both parties shall each pledge the following items to theother party .
(1) It is not a criminal organization(“bouryokudan”), a member ofa criminal organization, a person who used to be a member of acriminal organization but has only ceased to be a member of acriminal organization for a period of less than 5 years, a quasimember of a criminal organization, a company related to acriminal organization, a corporate racketeer or blackmailer
advocating social cause or a special intelligence organized crimegroup or any other person or organization of the same nature as
described above (hereinafter collectively referred to as "Anti-

Social Forces").
(2) It does not have the following relationships with antisocial
forces(a)it has entered into arrangements with Anti-Social Forces
for the purpose of, or which have the effect of, unfairly
benefiting itself or a third party or prejudicing a third party.
(b)it is involved in the provision of funds or other benefits
to Anti-Social Forces. or other assistances for sustaining or
operating Anti-Social Forces.
(3) Any of its directors or officers (meaning directors, executive
officers, executive officers, corporate auditors, advisors,
chairmen, and other persons substantially involved in the
management of the company, regardless of the name) are not
Anti-Social Forces, and do not have any socially reprehensible
relationships with Anti-Social Forces.
(4) It does not allow Anti-Social Forces to use his or her name toenter into this Agreement.
(5) It does not commit the following acts with respect to thisAgreement by itself or by using a third party.
(a) Use of threatening words and actions or violenceagainst the other party.
(b) Obstructing the other party's business or damaging theother party's credibility by means of deception or force.
(c) Other acts equivalent to the preceding items.
9.15.2. If either party is found to be in violation of the provisionsof the preceding paragraph, the other party may terminate thisAgreement without any notice and9.15.3. If this Agreement is terminated pursuant to theprovisions of the preceding paragraph, the terminated party shallcompensate the other party for the damages incurred by theother party and shall have no claim against the other party forany damage incurred by itself caused by the termination.
9.16 Damages. Provider may claim any damages (including attorney's
fees for dispute resolution) arising out of the Subscriber's breach of thisAgreement.
9.17 Good Faith Negotiation. Any matter not stipulated in thisAgreement or any doubt arising with respect to any provision of thisAgreement shall be resolved upon mutual consultation between Provider
and Subscriber.

10. Definitions
10.1. “Affiliate” means, with respect to a Party, any entity that directly,
or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Party.
10.2. “AWS Marketplace” means the marketplace operated by Amazon
Web Services, Inc. located at https://aws.amazon.com/marketplace/ as it
may be updated from time to time.
10.3. “AWS Services” means the cloud computing services offered by
Amazon Web Services, Inc., as they may be updated from time to time.
10.4. “Contractor” means any third party contractor of Subscriber orother third party performing services for Subscriber, including businessprocess outsourcing service providers.
10.5. “Data” means the data identified in the applicable DSA Offer(including Third Party Data) and any other data, including any revisions,
updates, modifications, enhancements, and additional data that Provider
provides, or is obligated to provide, under this Agreement.
10.6. “Reproductions” shall have the meaning set forth in Section 2.1.
10.7. “DSA Offer” means the offer by Provider for a subscription to Data,
as set forth in the detail page on AWS Marketplace and subject to theterms and conditions of the Agreement.
10.8. “Personnel” means a Party’s directors, officers, employees, nonemployee workers,.
10.9. “Prepaid Pricing” means a pricing model for Data Subscriptions
where Subscriber purchases a quantity of usage upfront, upfront asspecified in the applicable DSA Offer.
10.10. “Proprietary Rights” means all intellectual property andproprietary rights throughout the world, whether now known or
hereinafter discovered or invented, including, without limitation, all: (a)patents and patent applications; (b) copyrights and mask work rights; (c)trade secrets; (d) trademarks; (e) rights in data and databases; and (f)analogous rights throughout the world.
10.11. “Third Party Data” means information or data that Provider
obtains from a third party and makes available to Subscriber pursuant toa DSA Offer. For clarity, Amazon Web Services, Inc. and its affiliates(including persons or entities controlling or under common control with
Amazon Web Services, Inc.) are third parties for purposes of thisdefinition.
10.12. “Subcontractor” means any third party subcontractor or otherthird party to whom Provider delegates any of its duties and obligations
under this Agreement.
10.13. “Subscription” means Subscriber’s entitlement to Data listed andprovided by Provider in AWS Marketplace under the terms of thisAgreement and the DSA Offer.
10.14. “User” means an employee, non-employee worker or othermember of Subscriber to access and use the Data as permitted under thisAgreement.