Exhibit 10.5


 


Agreement on Provision
of Personal Information


 


Warrantee Inc.
(hereinafter referred to as "X") and Y's Inc. agreed as follows.


 


Article 1 (Definitions, etc.)


 


		1.	"Personal Information" in this
                                            agreement means any information relating to a living individual that can be used to identify
                                            a specific individual by his/her name, date of birth, e-mail address, or other descriptions
                                            contained in such information (including information that can be easily cross-checked with
                                            other information and thereby identify a specific individual).



 


		2.	“Personal Information Database etc.”
                                            in this agreement means a collective body of information comprising of Personal Information
                                            systematically organized so as to be able to easily search for particular Personal Information
                                            with a table of contents, index, or other items to facilitate the search except a database
                                            that satisfies all of the following conditions:



 


		(1)	database which has been issued for
                                            the purpose of sale to an unspecified and large number of persons, and its issuance has not
                                            been made in violation of the provisions of laws or orders based on the laws;



 


		(2)	database which can or could have been
                                            purchased at any time by an unspecified large number of persons; and



 


		(3)	database which is used for its original
                                            purpose without adding any other information on living individuals.



 


		3.	"Personal Data" in this agreement
                                            means the Personal Information constituting the Personal Information Database etc.



 


		4.	"Personal Information Handling Business
                                            Operator" in this agreement means a person providing the Personal Information Database
                                            etc. for use in business.



 


		5.	"Retained Personal Data" in this
                                            agreement means the Personal Data which the Personal Information Handling Business Operator
                                            has the authority to disclose, correct, add or delete the contents of, cease the utilization
                                            of, erase, and cease the third-party provision of, and which shall be neither those prescribed
                                            by cabinet order as likely to harm the public or other interests if their presence or absence
                                            is made known nor those set to be deleted within a period of no longer than one year that
                                            is prescribed by cabinet order.



 


		6.	"Principal" in relation to the
                                            Personal Information in this agreement means a specific individual identifiable by the Personal
                                            Information.



 


		7.	“Utilization Purpose” means
                                            the purpose which falls under any of the following items listed below, provided, however,
                                            Y may amend the Utilization Purpose by notifying X in writing or via an electromagnetic record:



 


		(1)	providing information as to Y’s
                                            products or services (including emails for marketing thereof);



 


		(2)	request by Y for the consent of the
                                            Principal to obtain new Personal Information and to use the Personal Information; and



 


		(3)	to use the Personal Information within
                                            the scope of uses separately agreed upon by the Principal.



 


		8.	"Recording Medium" in this agreement
                                            means any written document or any media on which electromagnetic records are recorded.



 






     


     


    

 


Article 2 (Provision of Personal
Data)


 


		1.	X shall provide to Y, in accordance with
                                            the provisions of this agreement, the following information, which is a combination of the
                                            Personal Information of the subscribers (the “User”) to the "Warrantee Premium
                                            Support" (the “Campaign”) obtained by X through the Campaign from May 30,
                                            2022 to May 29, 2023, for all Users and for which Y shall pay fees in accordance with
                                            the provisions of this agreement:



 


		(1)	Personal Information registered on Warrantee’s
                                            website when the User subscribed to the Campaign.



 


		2.	When X provides to Y Personal Information
                                            in accordance with this agreement, X shall upload the Personal Information Database etc.
                                            wherein the Personal Information of all the Users are contained to the server located in
                                            Japan (the “Server”) and notify Y of the URL for using the Personal Information
                                            prior to the commencement of the following term (the “Provision Term”). In such
                                            case, X shall specify each of the Personal Information contained in the Personal Information
                                            Database etc. as the Personal Information.



 


		(1)	Provision Term: May 30, 2022
                                            to May 29, 2025.



 


		3.	In the case where Y has been notified of
                                            the URL in accordance with the preceding paragraph, Y may view and use the Personal Information
                                            anytime during the Term of Provision from the Server by using the said URL.



 


		4.	In the case where Y receives the Personal
                                            Information in accordance with this agreement, Y may use the Personal Information for Utilization
                                            Purposes.



 


		5.	Fees for the provision of Personal Information
                                            (the “Fee”) under this agreement shall be JPY 10,000 (excluding tax) per Personal
                                            Information provided to Y by X under this agreement, assuming that personal information for
                                            one (1) product shall be one (1) Personal Information. Even in the case where the
                                            identical Personal Information has been provided repeatedly, the number of provision of the
                                            Personal Information shall be one (1).



 


		6.	Y shall pay the Fees on a monthly basis
                                            to X by the end of the month following the month in which the provision of the Personal Information
                                            has been made. Y shall pay the Fees by wire transfer to the bank account separately designated
                                            by X and the transfer fee shall be borne by Y.



 


		(1)	Fees = JPY 10,000/unit price (excluding
                                            tax) × the number of
                                            the Personal Information provided with Y by X



 


		(2)	During the Campaign, X shall provide
                                            to Y up to 10,000 Personal Information.



 


Article 3 (Acquisition of Personal
Information)


 


		1.	When X intends to acquire the Personal Information
                                            and set up the Personal Information Database etc., X shall explain to the Principal the following
                                            and obtain the content from the Principal in writing or via an electromagnetic record.



 


		(1)	X will provide the Personal Information
                                            with Y; and



 


		(2)	the Utilization Purposes.



 


		2.	In the case where Y notifies X of its intention
                                            to amend the Utilization Purposes in writing or via an electromagnetic record, X shall take
                                            necessary measures so that Y may accomplish the amended Utilization Purposes. In the case
                                            where the consent by the Principal is required for amending the Utilization Purposes, X shall
                                            obtain the consent in writing or via an electromagnetic record. In the case where the Principal
                                            does not give the consent to X, X shall promptly notify Y to that effect in writing or via
                                            an electromagnetic record.



 


		3.	X shall keep the written document or electromagnetic
                                            record whereby the content by the Principal which has been obtained in accordance with the
                                            preceding two paragraphs until the completion of Y’s use of the Personal Information
                                            will be in the due care of a prudent manager. X shall disclose the said document or electromagnetic
                                            record as per a request by Y.



 


		4.	X warrants that Y may receive, use or take
                                            advantage of the Personal Information in accordance with the provisions of this agreement.



 






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		5.	In the case where disputes with third parties
                                            as to Y’s receipt or use of the Personal Information in accordance with the provisions
                                            of this agreement or the threat of such disputes occur, X agrees to indemnify, defend and
                                            hold Y harmless from and against any and all claims, damages, losses and expenses arising
                                            out of or resulting from such dispute. Article 4 (Delivery of clinic information)



 


		1.	For the purpose of this agreement, “Anti-Social
                                            Forces” shall mean an organized crime group (bouryoku-dan) or its member, quasi
                                            member of an organized crime group, a company related to an organized crime group, a corporate
                                            racketeer, a group engaging in criminal activities under the pretext of conducting social
                                            campaigns, a crime group specialized in intellectual crimes and any other similar organization
                                            or person.



 


		2.	Each party represents and warrants, now
                                            and in the future, that such party does not fall under each of the followings:



 


		(1)	Anti-Social Forces;



 


		(2)	Party controlled by Anti-Social Forces;



 


		(3)	Directors, officers or any other persons
                                            substantially involved in the management of Anti-Social Forces; or



 


		(4)	Party publicly recognized as having
                                            committed a violent or intimidating criminal act, or to be publicly recognized through the
                                            press or otherwise, or to be associated or connected with such a person.



 


		3.	Each party represents and warrants that
                                            such party does not have the relationships as follows with the Anti-Social Forces and will
                                            not have such relationships in the future:



 


		(1)	the relationship with the Anti-Social
                                            Forces that shows reliance on the Anti-Social Forces for the purpose of improper benefits
                                            for itself or a third party;



 


		(2)	the relationship with the Anti-Social
                                            Forces where it provides the Anti-Social Forces with funds, etc. or benefits; or



 


		(3)	other socially reprehensible relationship
                                            with the Anti-Social Forces.



 


		4.	Each party further covenants that it shall
                                            not, either through third party actions, engage in any of the following actions to the other
                                            party:



 


		(1)	demand with violence;



 


		(2)	unreasonable demand beyond its legal
                                            entitlement;



 


		(3)	use of intimidating words or actions
                                            in relation to transactions;



 


		(4)	action to defame the reputation or
                                            interfere with the business of the other party by spreading rumor, using fraudulent means
                                            or resorting to force; or



 


		(5)	other equivalent actions of above
                                            owing acts to the other party.



 


		5.	Each party shall immediately terminate the
                                            contract with any person whom it employs for the performance of this agreement (whether an
                                            individual or a corporation, including persons employed through third parties such as several
                                            business partners, hereinafter referred to as "Performance Assistant") or take
                                            measures for terminating such contract if such person falls under any of the items of Paragraph
                                            2 of Article 4, has any relationship with any of the items of Paragraph 3 of Article 4,
                                            or takes any action under any of the items of the preceding paragraph.



 


		6.	In the event that each party or its Performance
                                            Assistant receives undue demands or undue intervention such as obstruction of business from
                                            the Anti-Social Forces in connection with the performance of this agreement, each party shall
                                            reject such demands or have its Performance Assistant reject such demands, and shall promptly
                                            report such facts to the other party and ensure that the other party provides the necessary
                                            cooperation for reporting to the investigating authorities.



 






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		7.	In the event that either party violates
                                            any of the representations or covenants in the preceding paragraphs, the other party may
                                            terminate this agreement without requiring any notice.



 


		8.	In the event that either party terminates
                                            this agreement pursuant to the preceding paragraph, the party who has terminated this agreement
                                            shall not be required to compensate the other party in any way for any damages incurred by
                                            the other party, and if the other party incurs any damages due to such termination, the other
                                            party shall compensate such damages.



 


Article 5 (Anti-Bribery)


 


		1.	Each party shall not conduct any actions
                                            against the anti-bribery laws and regulations in any jurisdictions or areas through the performance, etc.
                                            of this agreement.



 


		2.	In the event that either party violates
                                            the preceding paragraph, the other party may terminate this agreement without requiring any
                                            notice.



 


		3.	In the event that either party terminates
                                            this agreement pursuant to the preceding paragraph, the party who has terminated this agreement
                                            shall not be required to compensate the other party in any way for any damages incurred by
                                            the other party, and if the other party incurs any damages due to such termination, the other
                                            party shall compensate such damages.



 


Article 6 (Term)


 


		1.	Notwithstanding the execution date of this
                                            agreement, this agreement takes effect from May 30, 2022.



 


		2.	Even in the case where this agreement terminated,
                                            the provisions of Article 3, Paragraph 8 of Article 4, Paragraph 3 of Article 5,
                                            Article 7, Article 8 and this paragraph shall survive the termination.



 


Article 7 (Jurisdiction)


 


For disputes arising in relation
to this agreement, the Tokyo District Court shall be the exclusive agreement jurisdictional court of the first instance.


 






Article 8 (Amendment)


 


No amendment to this agreement shall
be effective unless it is in writing and signed or stamped with the names and seals of X and Y on said document.


 







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In order to prove
the conclusion of this agreement, two copies of this document will be prepared, and each copy will be held by X and Y.


 


May 30, 2022


 





	X	KITAHAMA CRAFT Room 1103	 
	 	2-4-1 Doshomachi, Chuo-ku, Osaka-shi, Osaka	 
	 	Warrantee Inc.	 
	 	CEO: Yusuke Shono [Stamped Seal]	 
	 	 	 
	Y	Le Mont Hiroo	 
	 	93 Chudojiawatacho, Kyoto Shimogyo-ku, Kyoto 600-8815 Japan	 
	 	Y's Inc.	 
	 	CEO: Yusuke Kawamura [Stamped Seal]	 


 


 






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