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TERMS OF SERVICE

Last modified: 1 5, 2016


TERMS OF SERVICE FOR LICENSEE

Article 1 Definition
For the purpose of this Terms of Services ("TOS"), the following terms shall have the following meanings;
(1) Services:
The term "Services" means i) the website, "Character Showcase" (hereinafter called the "Website,") operated by the operation organizer (hereinafter called the "Organizer") consisting of Quan Inc. and TV TOKYO Communications Corporation, for the purpose of creating business opportunities for business matching transactions concerning character contents between such character's licensors and licensees (hereinafter called the "Business Matching"), and ii) support services for the Business Matching provided by the Organizer on or through the Website.
(2) Licensor Member:
The term "Licensor Member" means a party or person who is approved by the Organizer as such to receive the Services as a licensor of character contents, after making a prescribed application to the Organizer (including by sending a written form, via email or by taking electronic application measures such as through a website) for using the Services and has agreed the terms and conditions of the TOS.
(3) Licensee Member:
The term "Licensee Member" means a party or person desiring to receive Business Matching supports from the Organizer, after completing the subscription for the Services as a licensee, who may browse the information concerning character contents of Licensors posted on the Website (hereinafter called the "Character Contents Information") and may make applications for using character contents.

Article 2 Application of TOS
1. This TOS sets forth the terms and conditions for using the Services for Licensee Members.
2. In case of any differences or conflicts between any provision of the TOS and any individual contract between the Organizer (or any of the legal entities which comprise the Organizer) and a Licensee Member, the provisions set forth in such individual contract shall prevail.

Article 3 Licensee's Subscription
1. A Licensee Member's subscription (hereinafter called the "Subscription") for the Services shall become effective upon Organizer's notice of acceptance sent by the Organizer in the prescribed manner, after an applicant who desires to use the Services has made an application for the Subscription of the Services through the Website. Applicants for the Subscription of the Services shall be deemed to accept the terms and conditions hereof at the time of such application.
2. Notwithstanding the preceding Paragraph, the Organizer may reject any application for the Subscription of the Services or any change thereof from any applicant in any of the following cases:
(1) Any Subscription of such applicant has been terminated due to his or her any breach of this TOS in the past;
(2) There is any false entry, misdescription and/or omission in such application;
(3) The applicant for the Subscription of the Services is either a minor, ward, person under curatorship or person under assistance and has not obtained valid content of his or her statutory representative, curator or assistant;
(4) The applicant for the Subscription of the Services, or any of his or her officers, representative or mediator is, or likely to be, an anti-social force, such as a member of any crime syndicate, or has, or is likely to have, close relationships with any crime syndicate or any member of a crime syndicate, and the like; or
(5) The Organizer decides that such applicant is inappropriate for receiving the benefit of this Services.
3. Licensee Members shall be responsible for keeping and maintaining the membership IDs obtained and passwords set for using the Services, and shall make every efforts to prevent any leakage of such passwords to any third party or person by periodically making changes of such passwords. The Organizer shall in no manner be responsible for any trouble or any matter arisen out of or in connection with any leakage of any membership ID and/or passwords due to any reason attributable to such Licensee Member.

Article 4 Modification of TOS
The Organizer may, at its sole discretion, modify or change any provisions set forth in the TOS. Any modification or change to the TOS shall become effective upon the Organizer's posting of such modification or change on the Website, and shall be deemed accepted by the Licensee Member when he or she uses the Services for the first time after such modification or change.

Article 5 Notification
1. Unless otherwise stipulated, all notices and other communication from the Organizer to Licensee Members shall be made by posting such notices on the Website; provided, that, when deemed appropriate by the Organizer, the notices may be made in writing or via emails.
2. Any notice from the Organizer to Licensee Members shall become effective at the time of posting it on the Website or sending it via emails, respectively, if such notice to the Licensee Member is duly posted on the Website or sent via emails in accordance with the preceding Paragraph.

Article 6 Notification of Change
1. Each Licensee Member shall promptly notify the Organizer of any change of any entry registered at the Subscription, such as its trade name or name, address of the headquarters or residence and contact information, in accordance with the notification methods prescribed by the Organizer. Any such change shall become effective when the Organizer submits a notice of acceptance based on the Licensee Member's notice of change.
2. The Organizer shall in no manner be responsible for any loss or damage incurred by Licensee Members by reason of non-arrival of Organizer's notices or any other circumstances caused by or in connection with the Licensee Members' failure to make notices described in the preceding Paragraph.

Article 7 Provision of Services
1. In principle, the Organizer shall, free of charge, provide the Licensee Members with the Services the details of which shall be described as follows;
(1) To browse Character Contents Information posted on by any Licensor Members; and
(2) To make application for using character contents posted on by any Licensor Members
2. Licensee Members shall use the Services upon full understanding and agreement of the following terms:
(1) The whole or part of the Services may have problems or defects caused by any reason not attributable to the Organizer, including without limitation the trouble, damages, etc., described in each Section of Article 22-1; and
(2) The Organizer shall in no manner be responsible for any problem or defect caused by any reason not attributable to the Organizer.
3. Licensee Members hereby acknowledges and agrees that any and all intellectual property rights to, in, or relating to, the Services and the Website shall be solely owned by the Organizer or the third party or parties designated by the Organizer, and that Licensee Members shall in no manner obtain nor acquire any business model patents, intellectual property rights or any other rights to, in or relating to the Services under the Subscription of the Services.
4. Contingent fees for each character content related transactions executed by using the Services shall be paid by the relevant Licensor Members to the Organizer (or any of the legal entities which comprise the Organizer). In principle, the relevant Licensee Members shall not be obliged to pay any such contingent fees to the Organizer.
5. Notwithstanding the preceding Paragraph, on condition that an agreement is otherwise executed among a Licensor Member, the Organizer (or any of the legal entities which comprise the Organizer) and a Licensee Member through all parties separate consultation, the Licensee Member shall be obliged to pay the whole or part of such contingent fees pursuant to such agreement, if applicable.

Article 8 Licensee Member's Corporate Information
1. The Organizer may use Licensee Members' corporate information only to the extent necessary for the operation of the Services, such as to post such information on the Website.
2. Licensee Members hereby acknowledge and agree that the Organizer shall have the rights to determine whether or not Licensee Members' corporate information should be posted on the Website, and the contents, forms and scope of such information to be posted, if applicable.
3. The Organizer may use Licensee Members' corporate information in Organizer's sales promotional materials (whether in printing media, electronic files or otherwise) to the extent necessary for its marketing activities concerning the Services.

Article 9 Subscription Term
The term of the Subscription for the Services shall be for an indefinite period, unless otherwise specified by the Licensee Member or the Organizer.

Article 10 Withdrawal from Membership
A Licensee Member may at any time terminate the Subscription of the Services upon sending a notice to the Organizer in a manner specified by the Organizer.

Article 11 Unsubscribing by Organizer
The Organizer may unsubscribe any Subscription without any prior notice or demand to the relevant Licensee Member if the Organizer determines that such Licensee Member falls under any of the following:
(1) The Licensee Member breaches any provisions in the TOS;
(2) There is any false entry and/or omission in the Licensee Member's application for the Subscription, application for a change of any registered entry or any other notice;
(3) Any check, bill of exchange or promissory note issued by the Licensee Member is dishonored by the clearing house;
(4) The Licensee Member receives an order of attachment, temporary attachment or petition for auction, or receives a disposition for failure to pay taxes or public dues;
(5) Any kind of bankruptcy procedures, including, but not limited to, petition in bankruptcy, or for corporate reorganization or civil rehabilitation, is commenced by or against the Licensee Member, or there occurs any material credit uneasiness in the Licensee Member's credit conditions;
(6) The Licensee Member receives an administrative punishment such as revocation or suspension of its business from the regulatory authorities;
(7) The Licensee Member breaches any of the provisions in the TOS, and fails to remedy such breach within a reasonable period after receiving an Organizer' notice requiring to do so;
(8) The Licensee Member makes a decision to dissolve itself, to decrease its capital, to transfer the whole or material part of its business, or any other similar decision;
(9) The Licensee Member turns out to be either a minor, ward, person under curatorship or person under assistance and has not obtained valid content of his or her applicable statutory representative, curator or assistant;
(10) The Licensee Member, or any of the Licensee Member's officers, representative or mediator is, or likely to be, an anti-social force, such as a member of any crime syndicate, or has, or is likely to have, close relationships with any crime syndicate or any member of a crime syndicate, and the like; or
(11) There occurs any other event which causes the Organizer to decide that the Licensee Member's such Subscription is inappropriate to be maintained.

Article 12 Disposition after Termination
1. Upon any termination of a Licensee Member's Subscription, the Organizer shall have the responsibility to dispose of any and all images and registration information (including without limitation any and all copies of the whole or part of such images and registration information: hereinafter the same shall apply.) provided from the Licensee Member in the course or concerning the Services, and the Organizer shall have the responsibility to delete any and all images, materials, etc. stored in the servers controlled by the Organizer.
2. Upon any termination of a Licensee Member's Subscription, the Licensee Member shall have the responsibility to dispose of or delete any and all information, materials, etc. (including without limitation any and all copies of the whole or part of such information, materials, etc.: hereinafter the same shall apply.) provided from the Organizer in the course or concerning the Services.

Article 13 Temporally Suspension or Cessation of Providing Services
1. The Organizer may temporarily suspend the provision of the Services without any prior notice to, or consent of, Licensee Members in any of the following events:
(1) In case of maintenance of any Facilities for the Services due to any breakdown or defect thereof;
(2) In case of any operationally or technically unavoidable reason concerning the Services; or
(3) In case of any inability to provide the Services due to any natural disaster or other force majeure.
2. The Organizer may cease to provide the whole or part of the Services to a Licensee Member immediately without any prior notice or demand to such Licensee Member if such Licensee Member falls under any of the categories set forth in the Article 11, or if the Licensee Member breaches any provisions in the TOS or other related terms or conditions.
3. The Organizer shall in no manner be held liable to the Licensee Members for any losses or damages incurred by the Licensee Members and/or any third party due to any suspension or cessation of providing the Services caused by any events described in the above Paragraph 1 or 2 of this Article.

Article 14 Change or Discontinuation of Providing Services
1. The Organizer may change or discontinue the whole or part of the Services if;
(1) The Organizer notifies Licensee Members of such discontinuation or change of the Services at least thirty (30) days before the scheduled date of such discontinuation or change; or
(2) The Organizer cannot provide the Services due to a natural disaster or other force majeure.
2. In case of any discontinuation of the whole Services based on the preceding Paragraph, the Licensee Members' Subscriptions shall automatically terminate.
3. The Organizer shall in no manner be held liable to Licensee Members for any losses or damages incurred by the Licensee Members due to any change or discontinuation of the whole or part of the Services pursuant to the above Paragraph 1 this Article.

Article 15 No Assignment
Neither Licensee Members nor the Organizer may assign, transfer or delegate the whole or part of the status based on the Subscription or any rights or obligations based on the Subscription without the other party's prior written consent.

Article 16 Using by Agents
1. A Licensee Member who has obtaining the Organizer's permission in writing, or in any other manner prescribed by the Organizer, may have their respective agents use the Services; provided, that in such a case, the Licensee Member hereby acknowledges and agrees that any and all use of the Services by such agents shall be deemed as the Licensee Member's own use, and the Licensee Member shall have the sole responsibility for its agents' any and all such use of the Services.
2. In case the Organizer (or any of the legal entities which comprise the Organizer) transfers the business involving the Services to a third party, the Organizer (or any of the legal entities which comprise the Organizer) may, along with such business transfer, assign or delegate the Organizer's status and any and all rights and obligations under the TOS, and may disclose and entrust Licensee Members' registration information and other membership information to such third party. Licensee Members shall hereby be deemed to accept such assignment, transfer, disclosure and entrustment. The term "business transfer" shall include a company split and any other form in which a business is assigned, as well as a normal form of a business transfer.

Article 17 Outsourcing
The Organizer may, at its sole discretion, outsource to a third party the whole or part of the works necessary for the provision of the Services to Licensee Members.

Article 18 Duty of Care of a Good Manager
The Organizer shall provide the Services with the care of a good manager concerning the operation of the Services, unless otherwise stipulated in a relevant agreement.

Article 19 Prohibited Acts
1. Licensee Members shall not conduct, engage in or participate in, any of the following acts in connection with the Services:
(1) Any act which infringes or is likely to infringe on any intellectual property rights such as copyrights and trademarks, or any other rights of the Organizer or any third party or person;
(2) Any act to disseminate the contents of the Services or any information obtained by using the Services;
(3) Any act to execute or negotiate about an agreement for using any character contents directly with a Licensor Member without prior consent of the Organizer after making an application for using any character contents under the Services;
(4) Any act to have any third party or person use the Services in violation of the TOS or any other related provision;
(5) Any illegal act violating any law or statute, any act contrary to the public order, or any act which inflicts a disadvantage to the other party or any third party or person;
(6) Any discrimination against, or defamation to, any third party or person, or any act which brings disgrace on the honor and/or credibility of any third party or person;
(7) Any act which links to or is likely to link to a fraud or any other crime;
(8) Any transmission or posting of any image, text or other contents falling under the category of obscenity, child pornography or child abuse;
(9) Any use of the Services by impersonating any third party or person; or
(10) Any provision of a link in a manner or for the purpose to instigate or facilitate any act as provided in any of the preceding Paragraphs, while knowing that such act falls under any of the aforementioned categories.
2. In case a Licensee Member becomes aware of any act which falls under any of the categories in the preceding Paragraph, or in case a Licensee Member judges that such act is likely to be committed, the Licensee Member shall immediately notify the Organizer of such fact.
3. In case the Organizer becomes aware that an act committed by a Licensee Member falls under any of the categories in Paragraph 1 in this Article, or that any information provided or posted by a Licensee Member pertains to any of the categories in the preceding Paragraph, the Organizer may suspend to provide the whole or part of the Services, and/or may delete the information which pertains to any of the categories in Paragraph 1 of this Article, without prior notice to the Licensee Member; provided, that the Organizer shall not be obliged to monitor or investigate Licensee Members' acts and information provided or posted by the Licensee Members (including without limitation data and contents).

Article 20 Handling of Confidential Information
1. Licensee Members shall, without prior written consent of the Organizer, not disclose to any third party any and all technical, business or other operational information disclosed by the Organizer in the course of or relating to providing the Services, designated as confidential in writing by the Organizer in advance, and clearly marked "confidential" and specified the scope of confidentiality by the Organizer at the disclosure (hereinafter called the "Confidential Information").
The foregoing restrictions will not apply to the information which;
(1) is already known to the Licensee Member without any confidential obligation;
(2) is duly received from a third party without any confidential obligation;
(3) is independently developed by the Licensee Member who has not had access to any of the Confidential Information provided by the Organizer;
(4) is or becomes publicly known without breach of the TPO by the Licensee Member, whether before or after the receipt of such information; or
(5) is provided by the Organizer without any indication of designated scope and without any marking as confidential.
2. Notwithstanding the provisions in the preceding Paragraph, any Personal Information provided from the Organizer to Licensee Members shall be deemed to be designated as "confidential," and marked, and specified the scope of confidentiality.
3. Notwithstanding the preceding Paragraphs, Licensee Members may disclose Confidential Information if and to the extent required by applicable laws or regulation, or any judicial or governmental authority's request only to the relevant receivers as defined in such laws or regulations or to such judicial or governmental authority. In this case, the Licensee Member concerned shall provide a prompt notice thereof to the Organizer before such disclosure, to the extent permitted by laws, and, if not permitted by law, shall provide such notice promptly after such disclosure.
4. The Licensee Member who has received Confidential Information shall take necessary measures to keep and control such Confidential Information.
5. The Licensee Member who has received Confidential Information shall use the Confidential Information provided by the Organizer only for and to the extent of the purpose of the Services, and may make reproductions and/or modifications (hereinafter collectively called the "Modifications" in this Paragraph) of the materials embodying such Confidential Information (hereinafter called the "Materials" in this Article) to the extent necessary for achieving such purpose. In this case, the Licensee Member shall handle any Modifications of the Confidential Information as the Confidential Information as defined in this Article. In case the Licensee Member has a need to make Modifications beyond the scope necessary for the performance of the Services, the Licensee Member shall obtain written approval of the Organizer before making such Modifications.
6. Upon requests from the Organizer, the Licensee Member who has received Confidential Information shall return to the Organizer any and all Materials (including without limitation any Confidential Information reproduced and/or modified upon obtaining the other party's consent based on Paragraph 4 of this Article), and shall completely delete all Confidential Information recorded or stored in such Licensee Member's any facilities or other facilities used for the Services.
7. The non-disclosure provisions in this Article shall apply during the term of the Service and for three (3) years after the termination of the Services.

Article 21 Handling of Personal Information
1. Any and all personal information (which shall mean the "Personal Information" as defined in the Act on the Protection of Personal Information of Japan: The same shall hereinafter apply.) in any business or operational information provided from the other party for the performance of the Services shall be used by Licensee Members and the Organization only for and to the extent of the purpose of performing the Services. Licensee Members and the Organization shall not disclose or divulged any of the Personal Information to any third party or person. In addition, the Licensee Members and the Organization shall comply with any and all applicable related laws and regulations, including the provisions concerning the protection of Persona Information.
2. The provisions in the preceding Article shall apply mutatis mutandis to the handling and processing of the Personal Information. Licensee Members hereby acknowledge and agree that the Personal Information concerning Licensee Members may be used by the Organizer (or any of the legal entities which comprise the Organizer).
3. The provisions in this Article shall survive even after the termination of the provision of the Services.

Article 22 DISCLAIMER
1. THE COMPANY SHALL IN NO MANNER BE HELD LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY ANY LICENSEE MEMBERS DUE TO ANY OF THE FOLLOWING, IRRESPECTIVE OF ANY THEORY OF LIABILITY BASED ON, INCLUDING BREACH OF CONTRACT, TORT, OR OTHERWISE;
(1) ANY FORCE MAJEURE EVENT, SUCH AS ACTS OF GOD, CIVIL COMMOTIONS OR RIOTS;
(2) UNAUTHORIZED OR ILLEGAL ACCESS TO OR ATTACK ON ANY FACILITIES USED FOR THE SERVICES, ETC., OR INTERCEPTION ON COMMUNICATION PATHWAY, WHICH CANNOT BE PREVENTED EVEN WITH THE CARE OF A GOOD MANAGER;
(3) LICENSEE MEMBERS' INCOMPLIANCE WITH THE PROCEDURES AND/OR SECURITY PROTECTION MEASURES, AND THE LIKE DESIGNATED BY THE ORGANIZER;
(4) ANY TROUBLE WHICH OCCURS BETWEEN A LICENSEE MEMBER AND A LICENSOR MEMBER IN RELATION TO EXECUTING A LICENSE AGREEMENT OR CHARACTER CONTENTS USING PRACTICES, CONCERNING OR IN RELATION TO THE USE OF CHARACTER CONTENTS MEDIATED BY THE ORGANIZER;
(5) ANY SOFTWARE (INCLUDING OS, MIDDLE WARE AND DBMS) AND/OR ANY DATA BASE INCLUDED IN THE FACILITIES USED FOR THE SERVICES WHICH HAS NOT BEEN PRODUCED BY THE ORGANIZER;
(6) ANY HARDWARE INCLUDED IN THE FACILITIES USED FOR THE SERVICES WHICH HAS NOT BEEN PRODUCED BY THE ORGANIZER;
(7) ANY TROUBLE OR MALFUNCTION OF ANY TELECOMMUNICATIONS SERVICE(S) PROVIDED BY TELECOMMUNICATIONS SERVICE PROVIDER(S);
(8) ANY COMPULSORY DISPOSITION BASED ON THE PROVISIONS PRESCRIBED IN THE ARTICLE 218 (SEIZURE, SEARCH AND INSPECTION UPON A WARRANT) IN THE CRIMINAL PROCEDURE CODE OF JAPAN AND/OR THE ACT ON COMMUNICATIONS INTERCEPTION DURING CRIMINAL INVESTIGATIONS, OR ANY OTHER COMPULSORY DISPOSITION BASED ON A COURT ORDER OR AN APPLICABLE LAW OR REGULATION;
(9) ANY LOSS DURING TRANSPORTATION OF DELIVERABLES DUE TO ANY REASON NOT ATTRIBUTABLE TO THE ORGANIZER;
(10) ANY EVENT WHICH OCCURS CONCERNING THE SERVICES CONDUCTED BY AN OUTSOURCING CONTRACTOR WITHOUT ANY CAUSE ATTRIBUTABLE TO THE ORGANIZER, SUCH AS NEGLIGENCE, IN CONNECTION WITH APPOINTING AND/OR SUPERVISING SUCH OUTSOURCING CONTRACTOR; OR
(11) ANY OTHER EVENT WHICH OCCURS DUE TO ANY REASON NOT ATTRIBUTABLE TO THE ORGANIZER.
2. THE ORGANIZER SHALL IN NO MANNER BE HELD LIABLE FOR ANY DISPUTE, CLAIM, TROUBLE, ETC., BETWEEN A LICENSEE MEMBER AND ANY THIRD PARTY OR PERSON ARISING OUT OF OR OTHERWISE IN CONNECTION WITH SUCH LICENSEE MEMBER'S ANY USE OF THE SERVICES.

Article 23 Consultation
Any matter not stipulated herein or any question arising out of, or in connection with, any provision of this TOS shall be settled through consultation between the parties in good faith. If any provision of the TOS is held by a court of competent jurisdiction to be invalid, such provision shall be amended or replaced to achieve as nearly as possible the same effect and intention of the original provision, and the validity or enforceability of the whole TOS and the remaining provisions or any portion hereof shall not be affected.

Article 24 Governing Law
The TOS and the interpretation hereof shall be governed by, and construed in accordance with, the laws of Japan.

Article 25 Jurisdiction
Any dispute arising out of between a Licensee Member and the Organizer shall be subject to the exclusive jurisdiction of the Tokyo District Court in Japan in the first instance.


Supplemental Provisions:

- First Version: Established January 5, 2016