NEQTO API Terms of Use
These NEQTO API Terms of Use (“Terms of Use”) set forth the rights and obligations between
JIG-SAW INC. (“JIG-SAW”) and you as the user of the proprietary application programming
interfaces developed by JIG-SAW (“User”, “you”). In order for you to use the application
programming interface, you must read the entire Terms of Use and agree to them.
Scope of these Terms of Use
The purpose of these Terms of Use is to set forth the rights and obligations between JIG-SAWand the User with respect to use of the API (as defined in Article 2(4) below). These Terms ofUse shall apply to all relationships between JIG-SAW and the User concerning use of the API.
Definitions
Unless otherwise provided in the Terms of Use, the capitalized terms used herein shall have themeanings as defined in the following Items.
(1)“Writing” means by hard copy document or electromagnetic records.

(2)”Tokens” means tokens and other information to enable the User to access
JIG-SAW’s systems through the API.

(3)

”Unauthorized Access” refers to unauthorized access, hacking and networkintrusions.

(4)”API” means an application programming interface and the application
programming interface is based on the specifications separately provided
by JIG-SAW to the User, or posted on a website designated by JIG-SAW(API Specifications”);(5)”API right of access” means the right allowing the User to use and accessthe API on a non-exclusive basis.

(6)”API Connection” means connecting NEQTO and a user development
system using this API.

(7)

”NEQTO” means the JIG-SAW IoT service made available by JIG-SAW to theUser.

(8)”User Development System” means the system developed by the Userusing the API and used by the User.

Use of the API
JIG-SAW shall grant to the User a non-exclusive license to use the API for the purposeof the User’s use of the User Development System. User may not, without the priorconsent of JIG-SAW in Writing, transfer, trust, succeed, establish security rights on orotherwise dispose of the API. Further, User may not sublicense the API right of accessto any third party.
The specifications for the API shall be in accordance with the API Specifications set forth
by JIG-SAW. JIG-SAW reserves the right to make changes to the API Specifications
without obtaining the consent of the User (including without limitation addition of

functionality). In such case, JIG-SAW shall promptly notify User of the details of suchchange after such change. JIG-SAW shall bear no liability whatsoever to the User for
any loss or damage incurred by the User as a result of or in connection with any change
to the API Specifications.
Except where the User has obtained JIG-SAW’s prior consent for such third party
cooperation (which may include a case in which the User’s intention to engage incooperation or joint development with a third party is set forth in a separate
attachment; “Consent to Third Party Use”), User shall not implement the UserDevelopment System in whole or in part, or the use of the API jointly with a third partyor allow connection by a third party.
In the event that User, after obtaining JIG-SAW’s Consent to Third Party Use pursuant
to the preceding Paragraph, implements the User Development System in whole or inpart, or uses the API jointly with a third party or allows connection by a third party, theUser shall be liable for the acts of such third party in accordance with the provisions ofthese Terms of Use (“Third Party Responsibilities”), and have such third party comply
with the Third Party Responsibilities.
In the event that the User shall outsource the business pertaining to all or part of theUser Development System or the use of the API to a third party, the User shall obtain
JIG-SAW’s Consent to Third Party Use.
JIG-SAW grants the User a license to use the API only to the extent set forth in theseTerms of Use, the User shall not acquire or own any copyright, patent, or otherintellectual property rights, ownership, or other rights in or to the API, its derivatives,or the data provided through the API; provided however, that the User may process thedata provided through the API for the purpose of the User Development System as wellas use such data within the scope of a third party connection pursuant to Paragraph 3of this Article, irrespective of whether or not JIG-SAW owns the copyright, patent rightor any other intellectual property right in relation to the data provided through the API.
Charges
The User shall pay to JIG-SAW the charges designated by JIG-SAW as consideration forthe license to use the API. In addition, if JIG-SAW determines that it is necessary torevise the charges due to various reasons, it shall notify the User to that effect and mayrevise the charges to the extent that JIG-SAW and User discuss and agree thereon.
In the event that the User Development System is ended, JIG-SAW shall have noobligation to refund any charges User has paid to JIG-SAW.
Authentication and Tokens
Upon the User's application therefor, JIG-SAW shall grant User a Token.
The User shall, at its own expense and responsibility, strictly manage Tokens granted
by JIG-SAW to the User, and shall not allow a third party to use, lend, transfer, sell orpledge Tokens.
The User shall be liable for any errors, misidentification, falsification and leakage ofinstructions and other information communicated to JIG-SAW and for all otherliabilities in connection with the use of Tokens.
The User shall be liable for any loss or damage incurred by JIG-SAW, the User or any
third party due to inadequate management of User's Tokens or fault in the use of User'sTokens.

Response to Unauthorized AccessIn the event that the User becomes aware of any of the following with respect to theAPI Connection or the User Development System, the User shall immediately reportsame to JIG-SAW: Unauthorized Access; leakage or falsification of information due to
Unauthorized Access; or a specific possibility of leakage or falsification of information
due to Unauthorized Access.
In the event that any Unauthorized Access is discovered in connection with the API
Connection or the User Development System or the User becomes aware of a specificpossibility of leakage or falsification of information, or other exposure, User shallpromptly take the countermeasures that the User is able to at such time and cooperatewith JIG-SAW to determine the cause of such Unauthorized Access and implement
countermeasures. JIG-SAW may limit or suspend the API Connection until adequate
measures are in place.
Response to Incidents
The User shall report to JIG-SAW without delay to the extent practically possible, on
any incidents that have, or are likely to have, a material impact on the API Connectionor the continued provision of the User Development System, including without
limitation, serious system failures with respect to the systems used for the provision of
the User Development System, leakage or unauthorized leakage of personal
information, failures caused by material administrative procedures related to theprovision of the User Development System, and any misconduct by the employees of
the User or of the User’s outsourcee who are involved in the provision of the User
Development System (collectively, “Incidents”).
In the event of any Incidents, the User shall, in cooperation with JIG-SAW, identify andremove the cause of such Incidents, and take measures to prevent the spread ofdamage caused by Incidents as well as the recurrence of Incidents.
In the event that the Incidents under Paragraph 1 are caused by the User or the User’s
equipment, the User shall analyze the details of the Incidents without delay and takemeasures required for the recovery of the User Development System, and respond toJIG-SAW for the details of the Incidents and the recovery measures. In the event thatany necessities arise in order for the User Development System to be initiated, the User
shall take necessary measures upon consultation with JIG-SAW.
Additional Obligations of User
User shall, at the User's expense and responsibility, prepare and maintain computers,software and other equipment, the use environment, communication links and the likerequired to access the cloud environment or cloud environment required for the Userto access JIG-SAW's system via the API.
With respect to the User Development System, the User shall be responsible for taking
security measures necessary to prevent computer virus infection, hacking, falsificationor any other unauthorized access to the network or leakage of information by third
parties at the expense of the User.
Exemption from Liability
JIG-SAW shall not be liable for any damages incurred by the User due to natural disaster,labor dispute, power failure, failure of communication infrastructure, simultaneous
failures affecting multiple persons, suspension of public service, natural phenomenon,riot, government act, terrorism, war or any other force majeure.

JIG-SAW provides no guarantees with respect to the API as to suitability for the purposeof use, the merchantability, or availability of connection results. JIG-SAW, to the full
extent permitted by law, shall not be responsible for any failure of communicationequipment, lines, internet, computers, software, and the like, failure of the API toimprove security, discontinuance or termination of the provision of the API pursuant toArticle 11, or any loss or damage incurred by the User or any third parties in connection
with the API, whether under the grounds of default, warranty for defects, tort or any
other grounds that are asserted.
Unless otherwise agreed with User, JIG-SAW shall not be obligated to provide the User
with services such as technical support, maintenance and function improvement for theUser Development System and connection with the API.
4.

For whatever reason, the upper limit of total liability JIG-SAW owes to User or any otherthird party regarding the API is the amount equivalent to three (3) months of themonthly amount paid by the User to JIG-SAW for such NEQTO services.

Prohibited Conduct
The User shall not engage in or allow any third party to engage in any of the following conduct:(1)

copying, modifying, or reverse-engineering by decompiling, disassembling,or other tampering with, of the API or all or part of JIG-SAW’s systems orprograms accessed via the API including information on the contents
thereof (collectively, “JIG-SAW Systems”); or(2)licensing, selling, lending, assigning, disclosing or leasing the JIG-SAW
Systems to a third party;(3)

deleting or altering JIG-SAW’s copyright notice and other rights notices
affixed to the JIG-SAW Systems.

(4)

infringing any of the intellectual property rights, right of privacy, image
rights and any other rights of JIG-SAW, any partner of JIG-SAW or any otherthird parties associated with the API other than the User (collectively,“Protected Parties”), or damage the property, credibility, honor, or otherinterests of the Protected Parties;(5)

using JIG-SAW 's trademarks, company names, logo marks, or otherproperty without obtaining JIG-SAW's prior consent;(6)

using the API or its derivatives for any purpose other than as permitted byJIG-SAW;(7)

making an Internet access point unknown;(8)

violate any laws and regulations, or any rules or regulations concerning theUser Development System or the API Connection;(9)

increasing the load on the JIG-SAW Systems significantly (including without
limitation, exceeding a maximum frequency of access of 1 access persecond);(10)

interfering with a third party's access to the API;

(11)disclosing or leaking Tokens to a third party or increasing the risk thereof;(12)

any conduct against public order and morals and may cause significant
discomfort to others or increase the risk of harmful rumors about JIG-SAW;(13)

decreasing the safety of the JIG-SAW Systems, by causing the sites andservers operated by JIG-SAW and the JIG-SAW Systems, to become infectedcomputer viruses, to be hacked, falsified, or any other unauthorized accessor similar actions; and(14)any conduct equivalent to any of the foregoing.

Suspension or Changes to the API
JIG-SAW may, without prior notice to the User, suspend all or part of the provision ofthe API or terminate the license to use the API in the event of any of the following. Inaddition, if JIG-SAW incurs any loss or damage due to any of the following events, JIGSAW may claim compensation for such loss or damage against the User.
(1)

in the event that it becomes difficult to continue providing the APIConnection due to force majeure events such as earthquake, lightning strike,fire, wind and flood damage, power failure, failure of communication
infrastructure, acts of God, or due to Unauthorized Access by a third party;(2)in the event that circumstances have arisen such that JIG-SAW determinessuch suspension or discontinuance to be unavoidable on business, security,
technological or other grounds; and(3)in the event that the User has engaged in or is likely to engage in conductthat violates the provisions of these Terms of Use.

JIG-SAW may change the contents or terminate the provision of the API or terminate
the license to use the API at any time for JIG-SAW's convenience. In the event that JIGSAW terminates the provision of the API or terminates the license to use the API
pursuant to this Paragraph, JIG-SAW shall notify the User in advance.
Confidentiality Obligations
The User shall kept strictly in confidence and shall not disclose, furnish or divulge to any third
party without the prior written consent of JIG-SAW, any information that User becomes awareof with respect to JIG-SAW or the API in connection with the User’s use of the API The User
shall not use the User Development System for any purpose other than for the purpose ofpersonal use.
Zero Tolerance Policy Toward Organized Crime
You represent and warrant that you do not, and will not in the future, fall under any of
the following:(1)

an organized crime group (boryokudan)

(2)a member of an organized crime group (bouryokudan-in), a person forwhom 5 years have not yet passed since such person ceased to be amember of an organized crime group(3)

a quasi-member of an organized crime group(4)

a company related to an organized crime group (boryokudan kankei kigyo)(5)a corporate racketeer (sokaiya), a rogue person or group falsely professing
to be a social activist (shakai undo tou hyobo goro) or an organized special
intellectual crime group (tokushu chinou boryoku shudan),(6)

a person equivalent to any of the above (each, an "Organized Crime GroupMember");(7)

a person having a relationship whereby such person's management iscontrolled by an Organized Crime Group Member;(8)a person having a relationship whereby an Organized Crime Group Member
is deemed to be substantially involved in such person's management;(9)a person having a relationship whereby such person is deemed to be
making use of an Organized Crime Group Member for purposes such as
gaining wrongful benefit or for the purpose of harming a third party;(10)

a person having a relationship whereby such person is deemed to beproviding funding or other benefits to an Organized Crime Group Memberor otherwise extending conveniences to an Organized Group Member;(11)

an officer or a person who is substantially involved in management who hasa relationship with an Organized Crime Group Member that warrants
denunciation under societal standards.

You warrant that you will not engage in and shall not cause a third party to engage inany of the following conduct:(1)

making violent demands;(2)

making wrongful demands beyond the bounds of law;(3)

use of intimidation or violence in relation to transactions;(4)

dissemination of rumors and use deceptive plans, or, exertion of influencethat would damage the reputation of JIG-SAW or obstruct the business ofJIG-SAW; and(5)any other conduct equivalent to the foregoing items.

Measures upon Termination of Provision of the API
Upon the expiry or other termination of the API for any reason, the API and its derivatives, aswell as any related materials (including without limitation the specifications and reproductionsof the foregoing), shall be deleted and destroyed; provided however, that the User shall store

the information required to be stored under applicable laws and regulations for the period
specified by such laws and regulations and JIG-SAW shall bear no liability whatsoever fordamages or losses of any kind incurred by the User due to the User's failure to comply withsuch requirements.
Modification
JIG-SAW may modify these Terms of Use. In such case, JIG-SAW shall notify the User of theeffective date of change and the modifications, and if the Agreement continues after theeffective date of change, the User shall be deemed to have agreed to such modifications.
No Assignment
Neither JIG-SAW nor the User may assign, transfer, succeed, provide as collateral to a third party,
or otherwise dispose of, its status under the Terms of Use or all or part of its rights andobligations arising out of the Terms of Use without the prior written consent of the other;
provided however, in the event that JIG-SAW assigns all or part of the business related toNEQTO to a third party or has a third party succeed to NEQTO business, JIG-SAW may, after
notifying the User of the status, subject all or part of the rights and obligations arising out ofthese Terms of Use to the assignment or succession.
Governing Law and Jurisdiction
These Terms of Use shall be governed by and construed in accordance with the laws ofJapan. JIG-SAW and the User agree that the United Nations Convention on Contracts
for the International Sale of Goods shall not apply to the Agreement.
Any disputes arising out of, in connection with these Terms of Use shall be submitted
to the exclusive jurisdiction of the Tokyo District Court in the first instance.
Good Faith Consultation
In the event there are any doubts arising with respect to the interpretation of the Terms of Useor any matters not set forth in these Terms of Use, JIG-SAW and the User shall endeavor toresolve them through good faith consultation between them.
Language
These Terms of Use are made in Japanese and translated into English. The Japanese text is theoriginal. If there is any conflict or inconsistency between these two texts, the Japanese text shallprevail.
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