TERMS AND CONDITIONS OF LIVE BIDDING SYSTEM(Effective: January 1, 2021)
These TERMS AND CONDITIONS OF LIVE BIDDING SYSTEM (hereinafter referred to as “theTerms and Conditions”) set forth the details of matters including transactions in which parties use
the live bidding system (hereinafter referred to as “the System”), an online system by SHINWA
AUCTION CO., LTD. (hereinafter referred to as “the Company”), to bid on objects of art, etc.
(hereinafter referred to as “the Lot”) in auctions held by the Company. Any persons wishing to bid
on the Lot using the System at auctions (hereinafter referred to as “the Prospective Bidder”) andother related parties (both include corporations; hereinafter collectively referred to as “the SystemUser”) shall agree to and comply with the Terms and Conditions. Furthermore, the Terms andConditions shall be applied as special provisions to the TERMS AND CONDITIONS OF
AUCTION, the TERMS AND CONDITIONS OF MODERN ART Part II AUCTION, and theTERMS AND CONDITIONS OF WINE AUCTION, which the Company shall separately set forth,and any matters not provided for in the Terms and Conditions shall be governed by the TERMSAND CONDITIONS OF AUCTION, the TERMS AND CONDITIONS OF MODERN ART Part II
AUCTION, and the TERMS AND CONDITIONS OF WINE AUCTION.

Section I

USER REGISTRATION(Registration)
Article 1.
①

The Prospective Bidder shall register to use the System in advance in accordance withthe prescribed procedures on the Company’s website, and set a login ID (hereinafterreferred to as the “ID”) and password, which will be required to view web pages whereauction is held and the content comprising these pages (hereinafter referred to as “Live
Bidding Pages”), and to submit bids on the Lot using the System.

②The Prospective Bidder shall accept in advance that the registration for use of the Systemreferred to in the preceding paragraph requires considerable time, and the Company shallin no way be liable for the compensation of any damages, etc., even if the Prospective
Bidder is unable to participate in auction or their bids are delayed owing to delays to theirregistration to use the System, etc.

③

The Company may, at its own discretion and without presenting any reasons for its
decision, refuse registration for use of the System. In such cases, the Prospective Bidderwill not be able to file any objections.

④

The System User must carefully manage their ID and password, and the Company shallin no way be liable if any IDs or passwords are leaked to any third parties as a result ofthem being lost or stolen, etc. Furthermore, if a System User becomes aware of the loss
or theft of the ID or password, etc., The System User must immediately notify theCompany to that effect and comply with any instructions issued by the Company.

⑤

The System User must register true and accurate information when registering to use theSystem as provided for in Paragraph 1. In addition, if changes arise to information thathas been registered, the System User must promptly notify the Company of the details ofthe changes, via the method prescribed by the Company. The Company shall in no way
be liable if a System User suffers any disadvantage as a result of having registered false
information or having failed to submit notification of the changes.

⑥If an ID and password set by a System User are not used for login for a period of one year
from the date of the last login to Live Bidding Pages, they shall automatically become
unusable. The System User who are unable to use their IDs as a result must register again
to use the System, in accordance with the procedures set forth in Paragraph 1.

⑦If a System User has not completed the registration to participate in auctions andprocedures for identity confirmation set forth in Article 6 of the TERMS AND
CONDITIONS OF AUCTION, Article 6 of the TERMS AND CONDITIONS OF
MODERN ART Part II AUCTION, and Article 6 of the TERMS AND CONDITIONSOF WINE AUCTION, the System User shall be required to complete these procedures inaddition to the registration to use the System set forth in this Article.

⑧Minors may not use in System or participate in auctions.

(Application in Advance)
Article 2.
①

If a System User wishes to use the System to bid at an auction, the System User must
apply in advance for the auction from the Live Bidding Page (hereinafter referred to as
the “Live Bidding Application in Advance”), by no later than 3pm on the day prior to thedate of the auction (Japan time).

②

After the Live Bidding Application in Advance procedures provided for in the preceding
paragraph have been completed, the Company will send to the Prospective Bidder, at theemail address registered in advance by the Prospective Bidder, an email notifying theProspective Bidder that the Live Bidding Application in Advance has been completed. Atthat time, the Prospective Bidder shall be notified of the paddle number.
③If a Prospective Bidder does not complete the Live Bidding Application in Advance by
the prescribed deadline, or in other cases when procedures that should be completed bythe System User, as provided for in each preceding paragraph, are not completed, theProspective Bidder shall not be able to participate in the auction using the System.

Section II USER REGISTRATION(Bids)
Article 3.
①

The Prospective Bidder shall bid by clicking the Bid button on the Live Bidding Page,
after confirming the amount displayed on the Bid button (hereinafter referred to as the“Bid Price”). Furthermore, if a Prospective Bidder clicks the Bid button, they will be
unable to remove this bid or revise the Bid Price, irrespective of the reasons thereof, andshall not file any objections thereto.

②

The Prospective Bidder may only submit bids on the Lot at the Bid Price.

③

The Prospective Bidder’s intended Bid Price will be displayed in Japanese
yen and other currencies, any display in currencies other than Japanese yen
shall be provided merely as reference price and shall not necessarily reflect
an accurate exchange rate at the time of such Auction; furthermore, thepurchase and sale of Lots for successful bids by successful bidder shall be
carried out in Japanese yen.

④

There is a possibility that the Company is not notified of the fact that a Prospective Bidder
clicked the Bid button or the Bid Price, or that notification is delayed, owing to hightraffic on the System or malfunctions in telecommunication networks, systems, or otherareas, but the Company shall in no way be liable in such cases.

⑤The Company does not guarantee that representations related to Lot information and Bid
Prices on Live Bidding Pages are correct, and shall in no way be liable for any damages
that the System User incur as a result of incorrect representations, except where due tointention or gross negligence on the part of the Company.

⑥If two or more using the system bids for the same Lot offer the same price, precedence
shall be given to whichever was received first by the Company. If two or more such bids
are received at the same time, the successful bidder shall be decided by lottery later. If it
is unclear though handwriting or by telephone and the amount of a bid for such Lot madewhich bid is made first, the auctioneer shall, at his discretion, determine which bid issuccessful.
⑦

The Company reserves the right to refuse, at its discretion and without explanation, any
using the system bid, and the Company shall in no way be liable for any failure of thenotification of its intention to refuse the bid to reach the bidder except in the case of
intentional misconduct or gross negligence by the Company.

⑧The Company shall in no way be liable for failure to execute a using the system bid at theauction, whether through error or any other cause except in the case of gross negligenceby the Company.

⑨After the Prospective Bidder has clicked the Bid Button, when the Company receives thefact of such clicking and the intended Bidding Price, and the Company staff member at
an Auction Venue informs an auctioneer and the Online Paddle Number and the intended
Bidding Price for a Lot pursuant to the method prescribed by the Company and theauctioneer accepts such intended Bidding Price, a bid for such Lot shall be deemed tohave been made by such Prospective Bidder to the Company. The Company makes nowarranty that an auctioneer will accept any bid made by the Prospective Bidder.

⑩The Company shall promptly notify any Prospective Bidder of his having become asuccessful bidder. Immediately upon receipt of such notice, the successful bidder shalldeliver to the Company a confirmation of bid to which he has affixed his signature or seal
(in the case of a corporation, the names of the corporation and its representative) afterconfirming the Lot number and the hammer price set forth in the confirmation of bid.
Provided, however, that any sale shall be concluded at the time of the fall of theauctioneer’s hammer and that the confirmation of bid shall be made solely for record
purposes. Thereafter, the Company shall deliver a lot exchange slip. The successful
bidder shall, upon the receipt of the Lot, deliver to the Company the lot exchange slip.

(Auction Venues)
Article 4.
While an auction is being held, the Company may broadcast video of the auction venue;
provided, however, that even when such broadcasts are available, the Company makes
no commitment regarding the timeliness or clearness of the information presented, andthe Prospective Bidder shall consent to these conditions in advance.

Section III MATTERS TO BE AGREED(Agreements)

Article 5.
When using the System, the System User shall consent in advance to each of thefollowing items, and shall make no objections thereto.
(1)

The System User shall adhere to all laws, regulations, and rules, etc. related to theSystem (hereinafter referred to as “laws and regulations, etc.”), as well as the Terms
and Conditions, and shall use the System only within the scope of its intended
purpose. The System User shall take responsibility for using the System, including
the viewing of Live Bidding Pages.

(2)

The System User shall comply with laws and regulations, etc. and the Terms andConditions. In the event that a System User violates laws and regulations, etc. or
the Terms and Conditions, the Company may remove the registration for use of theSystem, invalidate the ID, and immediately suspend or terminate their use of theSystem, with no prior notice to the System User.

(3)

All intellectual property rights (referring to copyrights, trademark rights, and allother intellectual property rights; hereinafter referred to as “intellectual propertyrights”) related to content, text, images, data, information, and otherdocumentation (hereinafter collectively referred to as “content, etc.”) presented oravailable on Live Bidding Pages shall belong to the Company or other legitimate
rights holders, and no intellectual property rights shall be transferred to the System
User through their use of the System.

(4)

The Company shall collect and manage records of the System User’s usage
histories, etc. (hereinafter referred to as “Usage Records”). In addition, theCompany shall use the System User’s personal information for marketing analysis
and to offer information related to various types of auction, etc. held by theCompany.

(5)

The Company shall not accept any requests from the System User to view, disclose,change, or erase Usage Records, except where there is a justifiable reason for doingso.

(6)

The Company may, at its own discretion, dispose of or erase Usage Records,
provided it does not result in a violation of laws and regulations, etc.

(7)

If any of the following circumstances occur, the Company may suspend or
terminate all or part of the services offered on the System, without prior notice to
the System User.
(i)

When impediments occur to facilities, equipment, communications lines, etc.
required to provide services on the System (hereinafter referred to as“Required Facilities, etc.”), for reasons outside the Company’s control, suchas earthquakes and other natural disasters, insurrection, disturbances, andother unforeseen events;(ii)

When maintenance required to preserve and maintain the Required Facilities,etc. is being performed;(iii)

When the Company decides to suspend or terminate services offered on theSystem at its own discretion.

(8)

If a System User becomes a successful bidder as a result of the ID having beenused to login to Live Bidding Pages by another person, the Company shall consider
the System User who set that ID and password to be the successful bidder.

(9)

Any disputes (including all troubles, complaints, lawsuits, and other disputes andlegal action occurring in or out of court) between the System User, sellers, and anyother third parties occurring as a result of the use of the System, including acts on
Live Bidding Pages, shall be settled at the responsibility and expense of the SystemUser.

(Exemptions)
Article 6.
The Company shall in no way be liable for any damages, etc. incurred by the System
User as a result of any of the reasons in the following items, except where due to intention
or gross negligence on the part of the Company, and the System User shall consent tothese conditions.
(1)

Cases when a Prospective Bidder is unable to participate in an auction owing todefects, failures, faults, unauthorized access, modifications, or other reasons
related to the equipment, systems, communications lines, etc. used by theProspective Bidder and the Company;(2)

Cases when the status of auctions are not reflected in a timely and accurate manner
while the auction is in progress owing to defects, failures, faults, unauthorizedaccess, modifications, or other reasons related to the equipment, systems,communications lines, etc. used by the System User and the Company;(3)

Cases when the Company suspends or terminates all or part of the services offeredon the System for the reasons provided for in item 7 of the preceding article;(4)

Cases when the System User incurs damages, etc. owing to the use of content, etc.,
or pages linked to on Live Bidding Pages, or the content comprising such pages;(5)

Cases when the ID and password set by a System User are used by another person
to login to Live Bidding Pages and use the System.

(Prohibitions)
Article 7.
The System User must not engage in any of the acts set forth in each of the following
items when using the System, in addition to any other acts separately provided for in theTerms and Conditions. If a System User engages in any of these acts, the Company may
suspend the use of an ID or reject further use of the System. In the event that the Company
incurs damages as a result of such acts (including, but not limited to, attorney fees, aswell as extraordinary and indirect damages), the System User shall immediately
compensate the Company for these damages.
(1)

The reproduction, storage, processing, modification, or other use or disposal ofcontent, etc., without the advance consent of the Company in writing;(2)

The disclosure to any third party other than the Company of information acquired
through the use of the System, etc. (including, but not limited to, personal
information), or the use of this information, etc. for any purpose other than the useof the System;(3)

Acts that place a burden upon the System, acts that obstruct the access or operationof the System by other users, and acts that hinder or harm the Company’sbusinesses or network systems;(4)

The transfer, lending, or other disposal of an ID and password set by the System
User themselves to any third party. In addition, the registration of multiple IDs,
through impersonation or other methods;(5)

The use of an ID and password set by another person to login to Live Bidding
Pages and use the System;(6)

The provision of images or videos posted by the Company on Live Bidding Pages
for distribution or any other secondary use, without the advance permission of theCompany in writing;(7)

Any other acts that violate laws and regulations, etc., the Terms and Conditions,and any other rules, etc. indicated by the Company.

Section IV MISCELLANEOUS(Changes to Terms and Conditions)
Article 8.
①

The Company may change the Terms and Conditions at its own discretion, within a scopethat does not violate laws and regulations, etc. and the System User shall complytherewith.
②

If the Company makes changes to the Terms and Conditions pursuant to the precedingparagraph, the details of the changes and the date of the changes shall be published on
the Company’s website. Furthermore, if the Company makes changes to the Terms andConditions pursuant to the preceding paragraph, the Company shall publish thisinformation by no later than 30 days prior to the date of any changes, in principle.

③

If the Company changes the Terms and Conditions, any System User who uses the Systemshall be deemed to have consented to the changes to the Terms and Conditions.

Article 9.

This English translation of the original document in Japanese is provided for theconvenience of customers; however, in the case of any discrepancy between the Englishand Japanese versions or any question of interpretation, the Japanese document shallcontrol.