TOPLA VIETNAM CO.,LTD.

Membership Agreement

Chapter 1: General Rules

■ Article 1 (Application of Agreement)

This Agreement (collectively referred to as “Agreement”, “Terms”), provided by NC Network Co., Ltd. (hereinafter collectively referred to as “We”, “Us”, “Our Company”, “The Company”), applies to all members who use each service listed in the appendix (hereinafter referred to as “This Service”) according to the type of member (defined in Article 4) in the EMIDAS Factory Search Engine (hereinafter referred to as “This Site”). Members must adhere to these Terms in good faith when using these Services. In addition, members who use this Service, corporations, and individuals who wish to make use of this Service, in either case, must accept these terms before the use and application of this Service.

■ Article 2 (Changes in Terms, etc.)

• When it is recognized that there is a change in circumstances or other considerable reasons; or, when changes to these Terms are in accordance with the general interests of the members; or when the changes do not violate the purpose of these Terms; or when it is reasonable in the light of the circumstances pertaining to; this Agreement can be changed arbitrarily, by the Company.
  When changing this Agreement, in terms of principle, we will inform the members by means of notifying or publicizing on this Site about the updated agreement, the content of the that was changed or updated, and the time of its effectivity. By using the Service, you are agreeing to the changed or updated terms and conditions.
• By changing this Agreement, the Company will not take any responsibility for damages, etc., caused to the members.

Chapter 2: Services

■ Article 3 (Service Content)

• This Service is useful for members to initiate or accept orders through registering the member’s name, or company name, and/or company information; and through providing important content on the internet.
• Members, in addition to this Agreement, shall use this Service in accordance with the content of the Agreement according to the terms and rules established by the Company, as necessary.
• In addition, other services may have to be introduced for the utilization of this Service. Moreover, we may disclose information of members who wish to use such services to said service providers, but we are not responsible for the provision nor the disclosure of information of such services.

■ Article 4 (Membership)

“Member”, is a corporation or individual who has been approved and has a contract for this Service (hereinafter referred to as “This Contract”), and is referred to whom the Agreement applies to for the use of this Service; accepts this Agreement; has applied for registration through the Company’s standard registration procedure—however, the Company may permit membership registration in other cases as well. Members should also meet the listed requirements below:

• The scope of business activities is limited to the industries as classified by the Company
• Not being involved in anti-societal organizations (e.g. violence and radical conducting organizations)

Chapter 3: Contract

■ Article 5 (Contract Application)

A corporation or individual wishing to use this Service shall apply for a Contract through the Company’s standard registration procedure, and after agreeing to the following items:

• Apply for membership after carefully reading, understanding, and accepting the contents of this Agreement
• Submit the needed information to us, to review membership approval and registration as defined
• Create and submit the membership application to us, in accordance with the format we have specified
• Prepare an e-mail address that is required for contacting and registering with us
• In addition, follow other membership rules and regulations as required by the Company

■ Article 6 (Acceptance of Contract Application)

• If there is an application for membership, the Company will decide whether to accept the membership and notify the applying corporation or individual of the result of the application. We can request the applicant corporation or individual to submit additional materials in addition to the materials already submitted by the applicant at the time of application. This Contract will be completed when the Company sends a notice that the application of contract has been accepted.
• The applicant corporation or individual consents that the Company may use the member registration information for inquiries to credit bureaus, etc. within the range necessary for the reviewal of membership application.
• The Company may refuse the membership registration if the applicant corporation or individual has any of the following reasons listed below. In addition, if any of the following items occurs or is likely to occur for a member who has already registered, the Company may cancel the membership registration without prior notice and may stop provision of Services. The Company, regarding the acts of refusing or deleting these membership registrations and Services, shall not be liable for any damages, etc. caused to the applicant or the member.
  • If the information provided by the applicant at the time of registration is incomplete, or if it contains false or inaccurate information, or if applicant fails to update such information as appropriate.
  • Actions for the purpose of sales, advertisement, etc. by means other than registration as a member of Emidas or services provided under a separate contract with the Company.
  • When there is an act or obligation that violates this agreement or other provisions
  • In the case of bankruptcy, corporate reorganization, civil rehabilitation, dissolution, or any other similar claims have been made, or if such a claim has been filed
  • When there is an act that violates laws and regulations
  • If deemed at our discretion that the use of this Service or the purpose of its use is inappropriate
  • If applicant is involved in or has been involved in anti-societal organizations (e.g. violence and radical conducting organizations)

■ Article 7 (Specification of Members)

Members can use this service by using the password given by our Company.

■ Article 8 (Change of Contract Items)

• If there is a change in the Contract items that have been already notified to the Company at the time of application, such as address, head office location, company name, business name, or contact information, members shall promptly notify the Company of the changes through the standard procedure given.
• If member wishes to change the account number or name of the financial institution used for deposit account transfer, member should apply and inform the Company about the change through the standard procedure given.

■ Article 9 (Termination of Contract by the Members)

• If member intends to cancel this Contract, the member shall notify us of the intention of cancellation. In the case of cancellation, the last day of the Contract will be the last day of the month when the notice of the Contract cancellation has been received.
• Members cannot cancel the contract during the period after the contract has been established, as indicated in the appendix.
• If member cancels this contract, the Company will not refund any fees that have already been received by the Company (usage fees for this Services, initial registration fees, etc.).

Chapter 4: Fees

■ Article 10 (Charges, etc.)

The usage fee for this service, its calculation method, payment method and payment date are specified in the appendix.

■ Article 11 (Overdue Interest)

If the member still does not pay the fee for this Service after the due date has passed, the member calculates the number of days from the day after the due date to the day before the date of payment at a rate of 14.5% per year. The amount obtained shall be paid as overdue interest.

Chapter 5: Suspension of Service Provision, etc.

■ Article 12 (Suspension, Interruption, Abolition of this Service)

• The Company may stop, suspend, or abolish this Service without prior notice to members in the following cases:
  • When regularly or urgently performing maintenance, inspection, repair or change of system or equipment
  • When there is a failure in the system or equipment due to fire, power outage, etc.
  • When this Service cannot be provided due to natural disasters such as earthquake, volcanic eruptions, floods, tsunamis, and other disasters such as wars, upheavals, riots, mayhem, labor disputes, etc.
  • And, if it becomes necessary to terminate the Service, etc.　
• The Company shall not be liable for any damages caused to the members due to the suspension, interruption, or abolition of this Service.
• If this Service has been terminated, suspended, or abolished in accordance with paragraph 1 of this article, we may take measures that we think is appropriate, such as an extension of period, after restarting this Service.

Chapter 6: Precautions

■ Article 13 (Obligations and Responsibilities of Members)

• In using this Service, the member shall not perform or carry out leads that may cause acts as specified in the following items:
  • Using this Service for unlawful purposes; obstructing the use of this Service of other members, or any interferences to provision of this Service by the Company
  • Declaring, describing, or stating false facts; and failing to state or concealing important facts and details that needed to be stated
  • Unauthorized acquisition and use of other members' IDs, passwords, registration information, etc.
  • Infringement of patent rights, trademark rights, trade secrets, copyrights, and other property rights of other members
  • Violation of trust, honor, privacy, portrait rights, publicity rights, and other rights
  • Performing or engaging in criminal acts or acts that violate public order and morals
  • Acts that slander other people or damage their honor and credibility
  • Any other violations of this agreement or laws and regulations
• Regarding the use of this Service, the member shall be responsible for the management and use of the password provided by the Company. The member shall acknowledge that the use of this Service with the given password shall only be used for the member and by the member only. If any damage is caused to the member due to the misuse of password, the member shall bear the disadvantage caused. Moreover, if the use of this Service, regards to misuse of password or of the Service in general, causes damage to the Company, other members of the Service, or a third party, the member shall also compensate for all damages incurred.

■ Article 14 (Disclaimer)

• In the event of a dispute with another member or a third party related to the use of this Service, the member must resolve it at his or her own expense and cost. Though, in relation to such dispute within the Company, we promise that no damage will be caused to the Company, the Services, and to the members, and in the case that such occurs, the damage will be compensated by the Company.
• The Company does not guarantee the completeness, accuracy, etc. of the information obtained by the members using this Service.
• The Company shall not be liable to members for damages in any case.

Chapter 7: Miscellaneous

■ Article 15 (Contacting Members from The Company)

The Company shall notify or contact the members by e-mail of the necessary items at any time and will be sent to the e-mail address provided by the member from their registration information. Such communications will normally reach the member at the end of the email arrival period.

■ Article 16 (Copyright and Usage Right)

• The copyrights and other intellectual property rights of all contents provided and will be provided by the Company in this Service shall belong to the Company.
• The Company shall be able to use the information and contents provided by members free of charge without the consent of the members. Hence, in this case, when providing information, content, etc., the members shall represent and guarantee that they own the copyright, etc. of the information and content. In addition, Members shall not exercise the moral rights of the author with respect to the Company, third parties, etc. for information and content that have their own copyrights.
• Members shall not use, reproduce, copy, sell, etc. the information and contents provided in this Service for any commercial or other purpose without prior written consent from the Company.

■ Article 17 (Confidentiality)

• The Company shall not disclose the content registered by a member to a third party without the consent of the member, except in the following cases:
  • When the Company determines that the Member has acted to disadvantage on another member or a third party (In this case, the Company may notify third parties, the police or any related organizations using the information registered by the member)
  • When disclosing information according to a warrant issued by the court or other court judgment related
• The Company shall publicly disclose the statistical survey results based on the registered and provided information of the members, along with the results of the members' use of the Service for statistical or marketing purposes without obtaining the individual consent of each member. However, we shall and have always taken great care to ensure that individual members are not directly identified.

■ Article 18 (Application of this Agreement to Free Members)

Due to the nature of this Agreement, provisions of the paid Services that do not apply to the provisions of the free Services will also not apply to the free members.

■ Article 19 (Governing Law and Exclusive Jurisdiction Court)

• The governing law of this agreement is the Japanese law.
• In the event of a dispute between our Company and the member regarding the use of this Service or other instances of the like, the Tokyo District Court shall be the exclusive agreement court of jurisdiction for the first hearing.

Additional Provision

This agreement will come into effect on May 25, 2019.

Appendix 1　　EMIDAS Membership Type

• This is a service that allows EMIDAS Pro Members, EMIDAS Free Members, and EMIDAS NC Members to register their names, company names, company information, etc., and use it to accept or initiate orders within the Service.
• Minimum Contract Period (Article 9, Paragraph 2)
  This Service cannot be canceled for 12 months after the contract has been established.
• Fees (Tax Included, JPY)
  

  Member Type	Initial Registration Fee	Monthly Fee
  EMIDAS Pro	330,000	55,000
  EMIDAS Free	0	0
  EMIDAS Free	0	0

• Details of the Contents of this Service
  For EMIDAS Pro and EMIDAS Free Members, see https://www.nc-net.or.jp/services/member_392/?.*
  For EMIDAS NC members, see https://www.nc-net.or.jp/services/member/nc/.*
  *Note: Provided in Japanese only.

Calculation Fee Method

• Monthly fee is calculated from the first day to the last day of every month.
• Monthly charges start from the first day of the month following the month in which the contract has been established.
• The initial registration fee will be incurred when the contract for this Service has been established.
• The Company shall be able to timely set the fee settings other than those specified in this Agreement, if necessary.

Payment Method and Date of Payment

• Monthly fees shall be paid on the current month during the current month (a date specified by the Company). The payment method will be deducted from the account given by the member.
• The initial registration fee shall be deducted from the account designated by the member at the same time as the initial monthly fee deduction.
• Regarding payment of fees, payment methods and payment dates other than those in paragraphs 1 and 2 may be specifically permitted. In addition, the fee for payment in that case shall be borne by the member.