Affiliate Program Agreement

By signing up to be an affiliate you (hereinafter referred to as “Affiliate”) and Inbound Platform Corp. (hereinafter, “IPC”) hereby enter into the following agreement (hereinafter, "this Agreement").

Article 1 (Purpose) This Agreement, by facilitating the provision of information about the products (hereinafter, "IPC Products") sold on the website managed and operated by IPC (hereinafter, "IPC's Website") to users (hereinafter, "Users") of the website or social media accounts managed and operated by Affiliate is intended to enhance both promotion of IPC Products as well as the information provided to Users.

Article 2 (Account Registration & Terms) Affiliate must provide his legal full name, a valid email address, and any other information requested by IPC in order to complete the sign up process for an Affiliate account (“account”). Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. Affiliate may not use the Program for any illegal or unauthorized purpose. The Affiliate Program Agreement applies to Affiliate participation in IPC’s Affiliate Program.

Article 3 (Scope of the Project) Affiliate will place content containing a link to IPC’s Website (hereinafter, “Content Provided by IPC”) on their own Websites or social media accounts. However, both parties shall discuss and agree upon the details of the Content Provided by IPC as well as how it will be designed/displayed and posted on Affiliate websites or social media accounts in advance.

IPC will pay Affiliate the incentive prescribed in Article 3 when a User has purchased and returned IPC Products from IPC’s website through a referral from Affiliate websites or social media accounts (hereinafter, "Establishment of a Contract").

Article 4 (Incentive) The incentive referred to in paragraph 2 of the preceding Article shall be as follows. The incentive shall be generated when the User has purchased and paid for IPC Products on IPC’s website through a referral from Affiliate websites, and after the User has returned the products to IPC.

No. of contracts established in the month: 1~ Incentive: 10% of product revenue

Article 5 (Payment of Incentives)
IPC shall pay the total amount of incentives for each month (from the first day to the last day of each month) by remittance to the nominated bank account of Affiliate by the end of the following month, when the total amount of the said incentives reaches at least 10,000 yen. Any transfer fees shall be borne by IPC.

Article 6 (Term)
The term of this Agreement shall be from one year at the date of sign up. However, this Agreement shall be automatically extended for a further year on the same terms and conditions provided that neither party hereto has indicated an intention not to renew this Agreement in writing no less than 1 month prior to the expiration of its term, and the same shall apply thereafter.

2. Affiliate and IPC may terminate this Agreement even during its term with at least 1 months' written notice to the other party.

Article 7 (Confidentiality)

1- Affiliate and IPC shall retain all technical and business information obtained from the other party based on this Agreement (including written or electronic documents, e-mail and data, etc. containing such information) in confidence and must not disclose or leak such confidential information to any third party. However, this shall not apply to information that corresponds to any of the following items:

• information that was already publicly known at the time the recipient received disclosure from the other party, or information that came to be publicly known following disclosure through no fault of the recipient;
• information duly acquired from a third party with legitimate authority that is not bound by any duty of confidentiality;
• information not bound by any of duty of confidentiality that the recipient already possessed prior to receiving disclosure from the other party; and
• information independently developed without recourse to the confidential information of the other party.

2- Affiliate and IPC may disclose confidential information within the scope necessary to comply with the provisions of laws and regulations. In this case, it shall promptly report the content of the information to be disclosed and the recipient, etc. to the other party who originally disclosed the information.

3- Affiliate and IPC must not use confidential information other than for the purpose of this Agreement.

4- The provisions set forth in this Article shall survive the termination of this Agreement.

Article 8 (Personal Information) Where information disclosed by the other party contains personal information(defined in Article 2 of the Japan Act on the Protection of Personal Information), Affiliate and IPC shall handle that information as confidential information in accordance with the provisions of this Agreement, notwithstanding the provisions of the preceding Article, and in compliance with the Act on the Protection of Personal Information and other relevant laws and ordinances, and it shall do its utmost to prevent personal information leakage, etc.

Article 9 (Cancellation of this Agreement and Acceleration) Affiliate or IPC may immediately cancel this Agreement in whole or in part without making any demand of the other party where any of the following circumstances have come to apply to the other party

• it has caused serious damage to the other party by its willful acts or gross negligence;
• it has unduly published or leaked the confidential information of the other party obtained in connection with this project to a third party;
• its assets are the subject of an order/notification of seizure, provisional seizure or provisional disposition or a petition for auction, or it has received disposition for the non-payment of taxes and public dues, and it has not resolved the situation within 2 weeks
• its payments have been suspended or it has become insolvent;
• a check or bill it has drawn or underwritten has been dishonored;
• it has filed or is the subject of a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation proceedings;
• it has received administrative disposition from a regulatory authority or it has abolished its business; or
• there has been a significant change to its assets, credit or solvency.

2. In addition to the provisions of the preceding paragraph, Affiliate or IPC may cancel this Agreement in whole or in part where the other party has violated any of the provisions set forth in this Agreement or any other agreement separately concluded by and between the parties hereto and has failed to rectify the situation despite having been demanded and given a reasonable amount of time in which to do so.

3. If any of the circumstances set forth in each item of paragraph 1 or paragraph 2 of this Article have come to apply to Affiliate, then all their obligations to IPC based on this Agreement will be accelerated and become immediately due and payable as a matter of course.

Article 10 (Elimination of Anti-Social Forces) Affiliate and IPC mutually represent and warrant that

• it is not an organized crime group, a member of an organized crime group, a company related to an organized crime group, a corporate extortionist, a group engaging in criminal activities under the pretext of conducting social campaigns, etc., an organized crime syndicate specialized in intellectual crimes, etc. or any group or individual analogous to each of the preceding (hereinafter collectively referred to as "Anti-Social Forces") and will not come to be an Anti-Social Force in the future;
• its officers (its representative, directors or persons having substantial control over its management) are not an Anti-Social Force and will not come to be an Anti-Social Force in the future;
• it does not use Anti-Social Forces as subcontractors or the like; and
• it will not, either itself or using a third party, engage in any of the following acts during the term of this Agreement
  1. make violent demands;
  2. make unreasonable demands beyond the scope of legal responsibility;
  3. engage in threatening behavior or use violence in connection with transactions; or
  4. spread rumors or utilize fraudulent means or power to damage the credit of the other party or interfere with the business of the other party

2. Affiliate or IPC may cancel this Agreement without making any demand of the other party where the other party is found to have violated any of the representations and warranties prescribed in each item of the preceding paragraph.

Article 11 (Prohibition of the Transfer of Rights and Obligations) Affiliate or IPC must not assign its rights and obligations based on this Agreement to any third party, pledge them as a security interest or otherwise dispose of them without the prior written approval of the other party.

Article 12 (Governing Law and Jurisdiction)
This Agreement shall be governed by and construed in accordance with the laws of Japan.

2. Affiliate and IPC agree in advance to the exclusive jurisdiction of the Tokyo District Court as the court of first instance to hear judicial disputes arising in connection with this Agreement.

Article 13 (Matters Not Set Forth in this Agreement) Affiliate and IPC shall discuss any doubts concerning matters not set forth in this Agreement in good faith.