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Kaizen Ad Terms of Use

Effective Date: February 15, 2018

Please read this document completely and carefully. This Terms of Use document indicates legally binding terms and conditions for use (hereinafter referred to as “Terms”) which apply to all users (client or Optimizer) who use website and services of Kaizen Platform, Inc.

1. Introduction

1-1. Vision of Kaizen Platform

This video ad creative production service “Kaizen Ad” (hereinafter referred to as “This Service”) operated by Kaizen Platform, Inc. (hereinafter referred to as “Kaizen Platform”) enables on-demand procurement of high quality video ad creatives. At the same time This Service aim to become a platform to support human resource development by assigning right people in the right place to produce video ad creatives.

1-2. Definitions

The definition of the terms and words used in Terms are set forth as below:

(1)This Website

“This Website” shall mean https://ad.kaizenplatform.net/, a website operated by Kaizen Platform

(2)Users

“Users” or "User" depending upon context, shall mean any individuals or enterprise/corporation whom to use This Website or This Services, in other words refers to optimizers or clients.

(3)Clients

“Clients” or "Client" depending upon context, shall mean all Users who wish to request optimizers to submit and adopt Video Creative (hereinafter referred to as “Creative”) through This Service.

(4)Optimizers

“Optimizers” or “Optimizer” depending upon context, shall mean all Users who wish to create Creative with respect to Client’s project and to provide such to Clients by posting on This Service.

(5)Project

“Projects” or "Project" depending upon context, shall mean the soliciting of Creative to Optimizers by Clients via This Service.

(6)Creative Brief

“Creative Brief” shall mean an outline of Creative requirement which is stated in Client’s Project.

(7)Creatives

“Creatives” or “Creative” depending upon context, shall mean Creative related to Client Service, created and posted on This Service by Optimizers based on the Creative Brief for Client’s Project.

(8)Client Service

“Client Service” shall mean a product manufactured and sold or service provided by Clients. Creatives adopted by the Client will be used on the purpose of promoting Client Service.

(9)Adopted Creative

“Adopted Creatives” or “Adopted Creative” depending upon context, shall mean a Creative submitted by the Optimizer through This System and adopted by the Client.

(10)This Agreement

“This Agreement” shall mean the agreement which is established between Users and Kaizen Platform complying with the provisions of Terms.

2. Terms of Agreement and User Qualification

2-1. Terms of Agreement

With respect to the account registration process, Users represents and warrants to each of the following items either when registering This Service by clicking the [Register] button or applying for This Service in accordance with Kaizen Platform’s prescribed procedure (hereinafter referred to as “User Registration”). Kaizen Platform does not recommend this Service to be used by minors.

(1) Users shall have the legal capacity to sign This Agreement.

(2)If User is a natural person residing in Japan, this User shall not be a minor, an adult ward, a person under curatorship, nor a person under assistance.

(3) If User is a natural person residing outside of Japan, this user is to reach the age of adulthood specified in the laws and ordinances in the administrative area. In addition, the User shall possess sufficient decision-making capacity to sign The Agreement by itself and have no limitation in legal capacity.

(4) If User is an individual or enterprise/corporation, User Regsitration for This Service shall be proceeded by representative or agent of the relevant enterprise/corporation with the legitimate title.

(5) User shall be deemed to have consented to Terms.

(6) All information provided at the time for User Registration shall be true and accurate and shall not include any false information.

(7) The use of This Website or This Service shall not be subjected to restriction by Kaizen Platform.

(8) The User represents, warrants and covenants that neither it nor any of its board directors, statutory auditors, employees, other constituent member, shareholders, clients and or advisers falls, or will fall, under antisocial forces (meaning an organized crime group, an associate member, partial member, or unofficial member of an organized crime group, a business affiliate or partner of an organized crime group, a racketeer, extortionist, and other groups or individuals that pursue economic profits through the use of violence, threats and fraud. The same shall apply hereinafter) and are and will not interact or be involved with the antisocial forces through funding to sustain, support operation or to be involved in these antisocial forces.

(9) The User represents, warrants and covenants that it or all of its board directors, statutory auditors, employees, other constituent member, shareholders, clients and or advisers are complying with all laws and guidelines associated with prohibition of bribery and corruption (hereinafter referred to as “bribery-related law”) and have not committed violating the bribery-related law (including but not limited to activities such as exccessive business entertainment and profit sharing) nor been suspected to commit violation.

2-2. User Qualification

In the event of any of the items in Clauses 2-2 (1) to 2-2(4) applies, Kaizen Platform may reject or cancel user registration or other procedures without prior notice.

(1) Where Users may not fulfill or may become unable to fulfill Clauses 2-1 (1) - (9)

(2) Where Users have violated Terms or have been subjected to punishment by cancelling the user qualification of This Service in the past.

(3) Where Users may violate Terms.

(4) Other activities that are deemed by Kaizen Platform to be inappropriate.

3. License for This Website

3-1. Grant of License

Kaizen Platform will grant non-exclusive and non-assignable right (hereinafter referred to as “this License”) to use This Website and This Service to Users who agree to This and subject to all provision in Terms.

3-2. Limitation of the License

Following limitation will be imposed on this Licence. Users shall be subjected to these provisions.

(1)Users shall use This Service only for it’s own purpose, and shall not use This Service for industrial or commercial purposes in whatever form including providing sublicense or granting, selling, lending in both long and short term, removing, transferring, distributing, and customizing the Licnense to a third party without prior written consent of Kaizen Platform.

(2)Users in any way shall not modify or rewrite any part of This Website or This Service (including but not limited to reverse engineering, decompile or diassemble service source, object code, softwawre, other products, service, and process which can be accessed through this Website or This Sevice ) nor create secondary copyrighted work.

(3)Users shall not have access to This Website or This Service with the purpose of advertising or establishing other service without prior written consent of Kaizen Platform.

(4)Users shall not copy, distribute or publish any part of This Website and This Service to all forms, method or media.

(5)Terms will be applied to any future updates, addition or release of new feature of This Website and This Service unless expressly stated otherwise.

(6)Users shall not revise, change or delete all copyright and other rights referred on the contents of This Website and This Service.

(7)Users shall agree without any argument that Kaizen Platform may modify, suspend or cancel This Website or This Service either partially or eintirely without prior notice.

(8)Users concent that Kaizen Platform is not liable to Users or third party in the event of partial or entire modification, suspension or cancellation of This Website or This Service.

4. Account Registration for Optimizers

4-1. Provisional Registration of Account

In the use of This Website and This Service, Optimizers shall complete the provisional registration of account in accordance with the guidelines stated in This Website.

4-2. Proper Registration of Account

Optimizers shall receive compensation with the proper registration of the account being completed in accordance with the guideline prescribe on This Website when the ownership of Adopted Creative is transferred to Clients as stated in Clause 6-2 (4).

4-3. Confidentiality

Optimizers are liable as their self-responsibilities for maintaining their own account information and confidentiality of the login information regarding their own account. In the event that Optimizers incurs any damages caused by the leakage of such information to third parties, Kaizen Platform is not liable for such damages.

4-4. Prohibition of Assignment of the Account

All accounts of Optimizers belong to Optimizers themselves. Optimizers shall not assign or rent accounts or offer their accounts for collateral to third parties.

4-5. Notification Obligation for Unauthorized Use

Optimizers are obliged to promptly notify to Kaizen Platform when they recognize the unauthorized use of their accounts by third parties, suspect such unauthorized use, or detect other violations of security.

4-6. Suspension or Deletion of Account

When Optimizers violate the provisions of Terms, Kaizen Platform may immediately suspend and delete Optimizers’ accounts and may take other necessary measures.

5. Clients’ Account

5-1. Creation of Account

Clients shall create account following the guidelines prescribed on This Website or Kaizen Platform’s instruction to use This Website and This Service.

5-2. Confidentiality

Clients are liable as their self-responsibilities for maintaining their own account information and confidentiality of the login information regarding their own account. In the event that Clients incurs any damages caused by the leakage of such information to third parties, Kaizen Platform is not liable for such damages.

5-3. Prohibition of Assignment of the Account

All accounts of Clients belong to Clients themselves. Clients shall not assign or rent accounts or offer their accounts for collateral to third parties.

5-4. Notification Obligation for Unauthorized Use

Clients are obliged to promptly notify to Kaizen Platform when they recognize the unauthorized use of their accounts by third parties, suspect such unauthorized use, or detect other violations of security.

5-5. Suspension or Deletion of Account

When Clients violate the provisions of Terms, Kaizen Platform may immediately suspend and delete Clients’ accounts and may take other necessary measures.

6. This Service

6-1. Project

Clients shall start the Creative Project with Optimizers by creating Creative Brief according to Kaizen Platform’s prescribed format, and uploading assets required.

6-2. Creative Brief

Creative Brief clearly designates the requirements for Creative in this Project, and shall also allow Optimizers to clearly understand the criteria of screening of Creative by Clients.

6-3. Selection of Creative for Adoption

Clients shall select Creative for adoption among the posted Creatives during the Project application period. Clients may not select Creative for adoption when there are no Creatives which could be adopted among posted Creatives.

6-4. Edit, Receipt and Inspection of Adopted Creative

(1)After adopting the Creative, Clients shall place edit request to Optimizers in accordance with the limited number of requests specified in The Website seperately or designated by Kaizen Paltform, if any defects are found based on any reasonable ground as a result of receiving and inspecting the Creative based on the Creative Brief. Optimizers shall submit the edited Adopted Creative within the deadline stated separately between the Optimizer and Client.

(2)Clients shall receive and inspect the Adopted Creative submitted in accordance with Creative Brief and Clause 6-4-(1) (hereinafter referred to as “Submitted Product”) and notify the result to the Optimizer within 10 working days from the day of submission (hereinafter referred to as “Inspection Period”). If there are no notification from the Client to Optimizer within this Inspection Period, Submitted Product shall be considered as accepted due to the lapse of Inspection Period.

(3)Shall Client reject whole or part of Submitted Product as a result of receipt and inspection in Clause 6-2-(2), Clause 6-2-(1) and 6-2-(2) shall be followed. Client shall not request Optimizers to edit Submitted Product more than specified in The Website or by Kaizen Platform.

(4)Delivery of Submitted Product (or Adopted Creative if no edit request) completes and ownership transfers from Optimizer to Client when Client accept the Submitted Product (or when Creative is adopted if no edit request) ,or the specified edit request is complete, or when Inpseciton Period lapse.

6-5. Limitation

Clients shall not request and permit the submission of Creatives through any means other than This Website or This Service to Optimizers.

6-6. Disclaimers Regarding Provision

Regarding the provision of This Website and This Service, disclaimers below may apply.

(1)This Website and This Service shall be provided in its present condition, and may not guarantee the availability of This Service under any environment.

(2)Kaizen Platform shall not guarantee Users to be able to use This Website or This Service without any interruption, on a timely basis, certainly, or without any errors.

(3)Kaizen Platform shall not assure expressly and implicitly the accuracy, safety, reliability, usability, legality and integrity to specific purposes (including but not limited to that This Website or This Service shall not infringe the rights of third parties and contain harmful codes including computer virus and others) of This Website and This Service.

7. Usage Fee for This Service

Kaizen Platform shall charge Clients the usage fee for This Service (hereinafter referred to as “This Service Usage Fee”) based on the guidelines stated in This Website or provision stated separately by Kaizen Platform.

8. Assignment Contract

8-1. Application

Each provision below may apply to legal succession of rights regarding Adopted Creative from Optimizers to Clients.

8-2. Copyright of the Adopted Creative

The Adopted Creative are protected as copyrighted work in accordance with Copyright Law of laws of Japan and Optimizers hold the copyright for the Adopted Creatives.

8-3. Assignment of Adopted Creative

(1) When Clients determinedly pay The Service Usage Fee, all copyrights (including the rights defined in Article 27 and 28 of Copyright Law) regarding such Adopted Creatives shall be assigned to Clients from Optimizers. However, under the condition that artifact (including PSD, ai Data and other artifact which optimizers produced during the process of producing Creative for adoption) shall not be assigned from Optimizers to Clients.

(2)Clients shall grant that Kaizen Platform may at its discretion use and disclose the Adopted Creatives on This Website worldwide during and after the contract to provide, improve, develop and promote This Service without cost and without any limit, even after Clients obtain copyright for all Adopted Creatives with respect to Clause 8-3. (1) . Kaizen Platform may add Client’s name on the Adopted Creative in the event of using and disclosing Adopted Creatives on This Website.

8-4. Non-Exercise of Moral Rights of Authorship

Optimizers shall not exercise the moral rights of authorship (including right to make a work public, right to determine the indication of an author's name,right to maintain integrity) regarding Adopted Creatives without any time limit.

8-5. Intellectual Property Rights of Third Parties

When intellectual property rights of third parties may be incorporated in the Adopted Creatives, Optimizers and Clients shall comply with the provisions below.

(1)Optimizers assure that the acquisition of the license to incorporate the intellectual property rights of such third party in the Adopted Creatives (hereafter called “Third Party License”) is from the concerned third party.

(2)When in a case where Optimizers are allowed to assign Third Party License to Clients, Optimizers shall transfer and assign Third Party License and all rights and obligation of Optimizers related to Third Party License to Clients, and Clients shall agree to accept such assignment and transfer.

(3)Unless clearly expressed by Optimizers prior to the delivery of the Adopted Creatives to Clients, Optimizers shall assure that Optimizers grants Clients the permanent rights to allow the worldwide and free of charge use to indicate, distribute and duplicate the intellectual property rights of third parties which is incorporated in the Adopted Creatives, in accordance to the Third Party License.

(4)For Clients, Kaizen Platform and Kaizen Platform's third party provides (hereafter called "Indemnified Party"), Optimizers shall indemnify any losses, costs, expenses and/or damages (including full amount of legal costs) which may have incurred or may incur by Indemnified Party due to the violation of this Article 8 by Optimizers.

9. Prohibition of Round-Tripping Deals

9-1. Prohibition

The Users may not engage in any of the following acts. Users shall not make direct deals without This Website or This Service serving as an intermediary, shall not attract such direct deals and not respond to such attraction in the purpose of the avoidance of the use of This Website or This Service.

9-2. Notification Obligation

Users agrees to immediately notify to Kaizen Platform when they detect others violating preceding Clause 9.1.

10. Regarding Creatives

10-1. Disclaimers

Optimizers shall be liable solely for all legal responsibilities regarding Creative, and Kaizen Platform shall not be liable for any legal responsibilities for the damages occurred to Users or third parties regarding Creatives.

10-2. Legal Defect Liability

Optimizers shall represent and warrant that the copyright of the Creatives may belong to Optimizers themselves solely or legally acquired the Third Party License and that it would not infringe any rights of third parties. Shall any defects (including legal defect) be found in such Adopted Creative, Optimizer who created such Adopted Creative shall be liable to indemnify full amount of damages incurred to Clients and Kaizen Platform.

10-3. Prohibition Regarding Creative

Optimizer shall agree not to provide any Creatives which would fall under any of below. When in the case of the violation of this statement or is a threat of violating, Kaizen Platform shall delete the Creatives which were posted on This Service, or shall suspend or delete the account of the Optimizer who posted the concerned Creatives.

(1)Any contents which violate the rights (copyrights, trademarks, patent, trade secret, moral rights of authorship, right of privacy, right of publicity, or any other intellectual property rights, or other legal rights, etc) of third parties.

(2)Any unreasonable, harassing, abusive, illegal, threatening, harmful, of which may infringe privacy of others, vulgar, defamatory, fallacious, of which may lead to misunderstanding, slanderous, pornographic, obscene, or clearly obnoxious (for example, any kind of racial discrimination, prejudice, detest or a content which may promote physical damage against any groups or individuals) contents. Any types or characters of contents which may lead to opposition. Any contents which may be harmful to minors in any form.

(3)Any contents which may be against any laws and ordinances or obligation and limitation imposed by third parties.

(4)Any other contents Kaizen Platform deems as inappropriate.

11. Client Service

11-1. Disclaimers

Clients shall be liable solely for all legal responsibilities regarding Clients’ Service, and Kaizen Platform shall not be liable for any legal responsibilities for the damages occurred to Users or third parties regarding Clients’ Service.

11-2. Legitimacy of Title

Clients may represent and warrant that they are entitled to the legitimate rights and title for providing Client Service.

11-3. Prohibition Regarding Client Service

Clients shall not to use This Website or This Service on any of Clients’ Service which fall under the provisions below. In case of the Clients’ violation of this statement or being a threat of violating, Kaizen Platform shall suspend or delete Clients’ accounts.

(1)Any contents which violate the rights (copyrights, trademarks, patent, trade secret, moral rights of authorship, right of privacy, right of publicity, or any other intellectual property rights, or other legal rights, etc) of third parties.

(2)Any contents which may be against any laws and ordinances or obligation and limitation imposed by third parties.

11-4. Grant-back to Kaizen Platform

Clients or Users shall grant below without any objects in respect to the use of This Website and This Service.

(1)Clients shall understand and grant that Kaizen Platform shall at its discretion use, duplicate, record, deliver, transmit, reproduce, distribute, sublicense, exhibit, translate, create derivative works, or use whole or part of assets (hereinafter referred to as this “Creative Asset” or “Creative Assets” depending upon context) provided by the Clients in Creatives Project in other means within the scope required to provide This Service without prior notice to Clients.

(2)Clients shall understand and accept without any objections that Kaizen Platform shall not be legally obliged to Clients and third parties in the event where problem occure between the Client and third parties as a result of using Creative Assets in respect to Clause 11-4 (1).

(3)User shall hereby agree the following without any objections:

1. Kaizen Platform may indicate statistical figures which show the performance of Adopted Creative along with the Adopted Creative on This Website during and after the contract in order to provide, improve, develop and promote This Service

2. Kaizen Platform may use a score conversion service owned by a third party in order to calculate the figures mentioned in Clause 11-4 (3) 1.

12. Privacy

Users agree to use the personal information of other Users collected by the Users only in the case of transaction with such other Users in respect to This Service. Users shall not use personal information of other Users for objectives such as marketing, commercial purposes , and others. Kaizen Platform’s Privacy Policy (http://docs.kaizenplatform.net/privacy/) for This Website and This Service applies to Users.

13. Handling of Confidential Information

13-1.

Users shall retain information regarding Kaizen Platform and other Users which Users acquired via This Website or This Service (hereinafter referred to as “Confidential Information”) confidentially and shall not disclose or leak such information without any prior written approval by Kaizen Platform and the disclosing party, and shall only use for the use of This Service.

13-2.

Information provided in each item below may be excluded from confidential information

(1)Information which was already publicly known prior to the disclosure by the disclosing party.

(2)Information of which the proper possession by the recipient before the disclosure by the disclosing party may be proven.

(3)Information which became publicly known after disclosed by discloser regardless of recipient’s responsibility.

(4)Information which recipient acquired legally without being obliged to confidentiality from third parties with legitimate rights.

(5)Information originally developed by recipients independently of the disclosed information.

13-3.

When disputes occurred between Users and other Users or third parties due to the violation of the preceding Clause 13-1 by the User, Kaizen Platform shall not be liable at all, and such disputes shall be settled at the responsibility and cost of the concerned Users.

14. Contract Period and Termination of This Agreement

14-1. Contract Period

This Agreement between Clients and Kaizen Platform persists between such Clients and Kaizen Platform from the timing the Client have applied for This Service until the end of the use of This Service.

14-2. Cancellation

Kaizen Platform shall cancel This Agreement without prior notification to Clients who fall under conditions below. In such case, full amount of the remaining obligation of the Client who fall under conditions below shall be accelerated and become immediately due and payable, and such Client shall be liable for indemnifying the amount of damages incurred by Kaizen Platform.

(1) In a case of violation of any of the clauses and paragraphs of This Agreement.

(2)When Client becomes unable or admits to its creditors its inability to pay or when the petition is filed by or against Client for attachment, provisional disposition, provisional attachment, auction sale, or for commencement of proceedings for bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation, and other bankruptcy procedures.

(3)When receiving a disposition to suspend transactions with a clearinghouse.

(4)Delay in payment or unable to pay to dealers.

(5)When disposition of delinquent payment for taxes and other public chargers was executed or when the compulsory search or inspection was executed by tax authorities.

(6)When the penalty of suspension of its business or revocation of business license or business registration was executed by a regulatory agency.

(7)When the discontinuance of business, change in description of business or the dissolution was resolved.

(8)When fact of the window dressing settlement, accounting manipulation, market manipulation or illegal acts performed by executives was found.

(9)Either board directors, statutory auditors, employees, advisors or shareholders is involved in criminal acts.

(10)Either board directors, statutory auditors, employees, advisors or shareholders is prosecuted for crimes.

14-3. Force Majeure

When the provision of This Website and This Service is disabled due to act of God or other unavoidable circumstances, This Agreement shall be terminated.

14-4. Measures Taken at the Termination or Cancellation of Contract

When This Agreement between Client and Kaizen Platform is cancelled or terminated, Kaizen Platform shall immediately suspend the account of the concerned Client, and concerned Client shall immediately lose the right to access and use This Website and This Service.

15. Limitation of Liability

Users shall agree with provisions below without any objections:

(1)Kaizen Platform shall not be liable in any cases for any damages caused to Users or third parties on the ground of the use or not being able to use Terms, This Website or This Service.

(2)Users agree without any objections to that the access and the use of This Website and This Service are at the discretion of and self-responsibility of the Users themselves, and that Users shall accept liability solely for the damage of Users' own computer system and loss of data as a consequence to such damage.

(3)The compensation payouts required by Kaizen Platform to the Users for the damages caused in relation to Terms or This Agreement (no matter what the causes and the form of action were) shall be limited to the total amount Kaizen Platform received concerned Users in the recent 12 months.

16. General Provisions

16-1. Amendment of Terms

Terms shall be amended irregularly. Kaizen Platform may notify the amendment of Terms to Users either by sending emails to the latest email addresses Users provided to Kaizen Platform or by posting notification of such amendment on This Website. Users shall be deemed to have agreed with the amendment thereof by using This Website or This Service after the Terms was amended.

16-2. Assignment

Users’ rights and obligation stated in Terms or This Agreement shall not be transferred or assigned without any prior written consent by Kaizen Platform. Kaizen Platform shall assign whole or part of its rights and obligations stated in Terms and This Agreement to any parties at any time at its discretion without notification, and Users shall agree with the concerned assignment in advance.

16-3. Governing Law

The governing law of any legal matter related to Terms and all legal matters between Users and Kaizen Platform shall be laws of Japan, and shall be interpreted and resolved in accordance with laws and ordinances authority and precedents of Japan.

16-4. Settlement of Dispute

User shall hereby agree the following:

(1)Disputes occurred in accordance with Terms and any disputes between Users and Kaizen Platform shall be finally and conclusively settled by arbitration, mediation and conciliation by The Japan Commercial Arbitration Association.

(2)Notwithstanding the provision of the preceding paragraph, when disputes may not be settled even with the arbitration, mediation and conciliation by The Japan Commercial Arbitration Association, Tokyo District Court shall be the exclusive primary jurisdiction with respect to all disputes occurred in accordance with Terms and those between Users and Kaizen Platform.

(3)Notwithstanding the provisions of preceding items (1) and (2), Kaizen Platform shall take judiciary proceedings (including suit, Preservation of Evidence, enforcement) to Users at the court selected by Kaizen Platform at its own discretion in respect to disputes between Users and Kaizen Platform in respect to intellectual property rights and other disputes.

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