RULES CONCERNING SALE OF ADVERTISEMET SPACE

Article 1 (Purpose)

These Rules Concerning Sale of Advertisement Space (hereinafter referred to as “these Rules”) have been laid down for the purpose of stipulating the relationship of rights and obligations between MIHA, Inc (hereinafter referred to as the “Company”) and users of Services (defined below) (hereinafter referred to as “Users”) concerning the use of the Company’s services to sell advertisement spaces of magazines, TV commercial, Internet, etc. provided by third parties and commission talents, YouTubers, influencers and other creators to appear in advertisements therein (including services collateral thereto; hereinafter collectively referred to as “Services”).

Article 2 (Modification)

1. The Company may, at any time, modify the provisions of these Rules on its discretion. If so modified, the Company shall promptly notify Users thereof. Any modification of these Rules shall come into effect as from the time when the modification is notified Users of, except as otherwise designated by the Company.
2. If a User continues to use Services after any modification hereof, the User　shall be deemed to have consented to such modification.

Article 3 (Notice)

Any and all communications of the Company with Users concerning Services including notices concerning modification hereof shall be made in the manner of sending of e-mail, posting on the Company’s website or otherwise as the Company considers appropriate.

Article 4 (Application for Use)

1. An entity or individual desiring to use Services shall, consenting to the provisions hereof, apply for the use of Services in a manner designated by the Company.
2. If there is any fault in an application submitted as provided in the immediately preceding Paragraph, the Company may require the User to correct the fault and make reapplication and the User shall promptly comply with the requirement.
3. If the Company notifies a User for the use of Services of the Company’s acceptance of the application, the basic agreement concerning the use of Services with the provisions hereof incorporated (hereinafter referred to as the “Basic Agreement”) shall be concluded between the Company and the User.
4. If any error of or change in information provided by a User in their application provided for in Paragraph 1 of this Article is found or occurs even after the conclusion of the Basic Agreement, the User shall promptly provide the Company with correct information. If, due to the User’s failure to provide such information, the Company cannot provide Services and the User suffers damage, and so on, the Company shall not be liable thereof at all.

Article 5 (Assigned Services)

By separately entering into a relevant individual agreement (hereinafter referred to as the “Individual Agreement”; together with the Basic Agreement collectively referred to as this “Agreement”) in the manner designated by the Company, a User shall entrust the Company with such Services of the following Items as are agreed in the Individual Agreement (hereinafter referred to as “Assigned Services”);

(1) Services to purchase an advertisement space from a third party and sell the space to the User;
(2) Services to commission the creator or creator agency having the contractual relationship with the Company (hereinafter referred to as the “Creator, Etc.”) to appear or cause a creator to appear in an advertisement for the User or a third party designated by the User; and
(3) Other Services separately agreed between the User and the Company.

Article 6 (Sale of Advertisement Space)

The Company shall, based on an Individual Agreement, purchase advertisement space of magazines, TV commercial, Internet, etc. provided by a third party and sell it to a User.

Article7 (Appearance of Creator)

The Company shall, based on an Individual Agreement, commission the Creator, Etc. to appear in an advertisement provided in an advertisement space purchased by a User or cause a creator to appear in such advertisement; provided, however, that if the Company considers it difficult for the Creator to appear in such advertisement, the Company shall request of the User the change of the Creator appearing in the Event and consult with the User thereabout.

Article 8 (Sub-entrustment)

1. The Company may sub-entrust a third party having entered into a service agreement or the like with the Company (hereinafter referred to as a “Subcontractor”) with Assigned Services and services collateral thereto to a necessary extent, which each User hereby agrees to.
2. The Company shall cause each Subcontractor to owe the obligations equivalent to ones owed by the Company under this Agreement and be liable for the Subcontractor‘s conduct in relation to the sub-entrustment; provided, however, that in the case where the Company sub-entrusts a Subcontractor based on a User’s directions, the User shall be liable for the conduct of the Subcontractor.

Article 9 (Fee)

1. A User shall pay the Company the fees for Assigned Services (herein after referred to as the “Fees”) whose amounts shall be agreed in an Individual Agreement. In addition, the Company may require a User to pay travel expense and other expenses incurred in terms of the appearance of a creator in an advertisement, based on an Individual Agreement.
2. A User shall pay the Fees in the manner of transfer into a bank account separately designated by the Company not later than the last day of the month immediately following the month to which the date of the performance of the Assigned Services stipulated in an Individual Agreement belongs. The transfer charge shall be borne by the User.
3. When a User is an agent, the User shall be obligated to pay the Fees to the Company regardless of whether or not the principal has compensated the agent for the relevant expenses.
4. If a User falls in arrears of the payment of Fees, the User shall pay the Company the delay damages thereof calculated at the annual rate of fourteen point six percent (14.6%) on a 365-day year per diem basis covering the period from the date immediately following the due date to the date of the full payment of the Fees.

Article 10 (Provision of Materials, etc.)

1. A User shall promptly provide the Company with information and materials necessary for the performance of Assigned Services (hereinafter referred to as “Information, Etc.”), in response to the Company’s request and represents and warrants to the Company that such Information, Etc. are correct, legal and non-infringing on the Company’s or any third party’s rights. If there occurs any damage with a User because the User falls in arrears of provision of Information, Etc. or any Information, Etc. provided to the Company is contradictory to the User’s warranty, the Company shall not be liable for such damage at all.
2. When, in the creator appearing in an advertisement, a User provides the Company or the Creator, Etc. a product, etc. covered by the advertisement, the User shall send it to the place designated by the Company. Expenses for such sending shall be borne by the User and neither the Company nor the Creator, Etc. shall be obligated to return such a product, etc.

Article 11 (Belonging of Rights)

1. The neighboring rights and all other rights concerning a creator’s performance in an advertisement (hereinafter collectively referred to as the “Intellectual Property Rights”) shall belong to the User except for ones having already belonged to the Company or the Creator, Etc. before the performance. The Company shall not cause or allow a creator to exercise the performer’s moral right or portrait right to a User.
2. A User’s provision of Information, Etc. to the Company shall not mean the assignment of the intellectual property right on such Information, etc.

Article 12 (Confidentiality)

1. Either a User or the Company may not disclose to a third party any technical, sales or other business information of the opposite party having come to the User’s or the Company’s knowledge through the fulfillment of this Agreement, without the other party’s prior written approval (including that by e-mail or other electromagnetic medium; the same below) and shall use it only for the purpose of the fulfillment of this Agreement; provided, however, that, in cases where reasonably considered necessary, either party having received such information of the other party may, on its/his/her responsibility, disclose the information to its/his/her or its affiliate’s officers, employees, lawyers, certified public accountants, certified tax accountants and other persons bound by the legal obligation of confidentiality, within the necessary minimum scope, on condition of causing such persons to owe the obligation for confidentiality equivalent to that owed by the party. In addition, when required by a competent administrative agency or court based on an applicable law or regulations, too, a User or the Company may disclose such confidential information to the necessary minimum extent.
2. The provisions of the immediately preceding Paragraph shall not be applied to the following information:
(1) Information which the party already holds as of the time of the receipt thereof;
(2) Information which is public-known as of the time of the receipt thereof;
(3) Information which becomes public-known after the receipt thereof not due to any cause attributable to the party;
(4) Information which is lawfully obtained from a third party having the authority to disclose;
(5) Information which the party independently develops and obtains not relying on any information disclosed by the other party;
3. Each of a User and the Company shall keep confidential the above-mentioned confidential information and be prohibited from disclosure or provision to any third party during three (3) years from the termination date of this Agreement unless otherwise approved by the other party beforehand in writing.

Article 13 (No Guarantee and Exemption)

1. A User in advance approves the following matters, and the Company shall not be liable for such matters at all:
(1) The Company does not guarantee the legality, accuracy, commercial usefulness and other matters of an advertisement space sold by the Company in any respect;
(2) Due to an inevitable reason with the Creator, Etc., a creator’s appearance in an advertisement may be delayed or become impossible;
(3) The Company may be entrusted with services equivalent to Assigned Services by a third party competing with a User in markets.
2. A User shall, at its expense and responsibility, solve any and all complaints, claims, lawsuits and other troubles that may be caused by a third parties concerning an advertisements in which a creator appears based on an Individual Agreement and, if the Company copes with such a trouble, the User shall compensate the Company for the damage suffered by the Company in relation thereto.
3. If a User or the Company falls in arrears of its/his/her obligations under this Agreement due to a reason beyond its/his/her control (including but not limited to a fire, power failure, hacking, invasion of a computer virus, earthquake, flood, war, epidemic, embargo, strike, riot, impossibility to secure supplies or transportation facilities, or governmental intervention), the User or the Company shall not be liable for the arrears to the other party during the period in which such a situation continues.

Article 14 (Termination/Cancellation)

1. A User may terminate all or part of an Individual Agreement by expressing its/his/her intention of termination to the Company on any date, with the effect of termination as of the date; provided, however, that even if an Individual Agreement is terminated by a User’s expression of the intention of termination, the User shall not be exempted from any of its/his/her outstanding debts of Fees and its/his/her debts of Fees, etc. which would be owed to the Company with the completion of the Assigned Services and shall, upon termination, pay all such debts to the Company.
2. If the other party falls under any of the following Items, a User or the Company may immediately cancel all or part of this Agreement with no need to give prior notice or demand the removal thereof:
(1) The other party violates any provisions of this Agreement and, although a User or the Company demands the correction, the violation is not corrected within fourteen (14) days after the demand;
(2) The other party is subjected to a supervisory government agency’s disposition of withdrawal, suspension, etc. of business permission;
(3) The other party stops payments or falls in the state of insolvency or a bill or check drawn or accepted by the other party is dishonored;
(4) The other party is subjected to a third party’s application for attachment, provisionary attachment, provisional disposition or auction or a disposition of collection of tax or public due in arrears;
(5) An application for the commencement of the proceeding of bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed against the other party by another entity or individual or by the other party;
(6) The other party passes a resolution of dissolution, company split, assignment of business, merger or consolidation;
(7) With the other party occurs a material change in the assets or status of credit and accordingly the other party’s payment of debts under this Agreement threatens to become difficult; or
(8) There occurs an event or situation equivalent to any of the foregoing.
3. In a case provided for in the immediately preceding Paragraph, a party having cancelled this Agreement may demand of the other part the full compensation of damage suffered by the cancelling party due to the cancellation and all of the other party’s debts under this Agreement shall be accelerated.

Article 15 (Acceleration)

1. If a User violates any provisions of this Agreement, the due dates of all the debts of the User to the Company shall be accelerated by the Company’s written notice and the User must immediately pay all of those debts.
2. If with either party occurs any event or situation listed in Items of Paragraph 2 of the immediately preceding Article, all the debts of the party to the other party shall automatically be accelerated with no need of notification or demand by the other party and the party must immediately pay all of those debts.

Article 16 (Duration and Renewal)

1. The effective period of this Agreement shall be one (1) year counting from the conclusion date thereof.
2. Notwithstanding the provisions of the immediately preceding Paragraph, if neither party notifies the other party of its intention to terminate this Agreement not later than one (1) month prior to the prescribed expiry date, this Agreement shall be renewed with the same terms and conditions for one (1) year, which shall continue to be applied thereafter, too.
3. Even after this Agreement terminate for whatever reason, Paragraph 4 of Article 4 and Articles 8 to 25 shall continue to be in force and effect.

Article 17 (Measures after Termination)

If this Agreement terminate for whatever reason, the Company shall, in accordance with the User’s directions, return or destroy the Information, Etc. received from the User within a reasonable period after the termination.

Article 18 (Exclusion of Antisocial Force)

1. A User and the Company respectively represent and covenant the following matters:
(1) The party is not a Boryokudan (an organized crime group), Boryokudan-related enterprise, company extortionist, an entity or individual equivalent to any of them or a member of any of the foregoing (hereinafter referred to as an “Anti-social Force”);
(2) Any officer (director, executive officer, auditor or an equivalent thereto) of the party is not an Anti-social Force;
(3) The party does not cause an Anti-social Force to use the party’s name and enter into this Agreement
(4) The Party will not perform any conduct of the following Items by itself/himself/herself or using a third party in relation to this Agreement;
i. Conduct to employ any menacing speech/behavior or violence to the other party; or
ii. Conduct to interfere with the other party’s business operation or damage the other party’s credibility by using any fraudulent means or force.
2. If the other party falls under any of the following Items, a User or the Company may cancel this Agreement with no need to require the correction thereof from the other party:
(1) The other party is found to have made representation in violation of the covenant in Item (1) or (2) of the immediately preceding Paragraph;
(2) The other party is found to have caused this Agreement to be entered into in violation of Item (3) of the immediately preceding Paragraph; or
(3) The party performs any conduct in violation of (4) of the immediately preceding Paragraph.
3. If this Agreement are cancelled on the basis of the immediately preceding Paragraph, the party having cancelled this Agreement may require the other party to compensate the cancelling party for the damage suffered due to the cancellation;
4. If this Agreement are cancelled on the basis of Paragraph 2 of this Article, the other party shall not have the right to require the cancelling party to compensate for the damage suffered due to the cancellation.

Article 19 (Damages)

If a User or the Company suffers damage due to the other party’s violation of this Agreement, the party may require the other party to compensate the party for such damage; provided, however, that the amount of such damages which the Company is obligated to pay shall not exceed the amount of the Fees which the Company actually receives as consideration of the Services to which the violation is related.

Article 20 (Modification of Individual Agreement)

If there occurs any need to modify agreements accompanying this Agreement such as Individual Agreements due to change in the economic condition, etc., either a User or the Company may request the modification of the other party. In such a case, the User and the Company shall consult with each other concerning the modification in good faith.

Article 21 (Prohibition of Assignment)

Neither a User nor the Company may assign or cause to be succeeded to its/his/her status under this Agreement or assign, transfer, cause to be succeeded to or create a security interest on its/his/her rights and obligations under this Agreement to, by or for any third party, without the other party’s prior written approval.

Article 22 (Entire Agreement)

This Agreement are all of this Agreement between a User and the Company as of the time of the conclusion of this Agreement and any and all prior or concurrent agreements, consultations, proposals, materials, etc. between the User and the Company, explicit or implicit, shall have no force or effect as far as they are contradictory to the provisions of this Agreement.

Article 23 (Severability)

If the whole or part of any clause of this Agreement is judged to be invalid or unenforceable under the applicable laws and regulations, the other clauses of this Agreement or the remaining part of the clause shall continue to be in full force and effect and, in such a case, the User and the Company shall modify the whole or part of the clause judged invalid or unenforceable to the extent necessary for making it valid and enforceable in order to maintain the purpose of and secure the same legal and economic effect as that of the invalid and unenforceable provisions of the clause.

Article 24 (Competent Court)

Any and all disputes concerning this Agreement shall be subject to the exclusive jurisdiction as first instance of the Tokyo District Court.

Article 25 (Solution through Consultation)

Any and all matters not provided for in and any and all questions concerning the interpretation of this Agreement shall be determined or solved through the mutual consultation between the User and the Company based on the principle of good faith, in addition to the applicable laws, regulations and commercial practices.

End

Date of establishment: August 1, 2023
Date of revision: June 13, 2024