Sales Partner Agreement
for Al + AI minutes service

Article 1 (Scope of application)

1. 1.AI GIJIROKU Sales Partner Agreement (hereinafter referred to as the “Agreement”) is a contract that contains these terms for Sales Partner Activities related to the Services provided by alt Inc. (the “Company”). (The "Agreement") applies to the Company and our Partners.
2. 2.The Company may prescribe terms and conditions for Sales Partner Activities other than those stipulated by this Agreement by posting on the website operated by the Company or by other methods prescribed by the Company. These terms and conditions constitute a part of the Agreement, but in the event that the terms and conditions of the contract differ from the terms of the Agreement, the Agreement shall prevail.
3. 3.In the event of a conflict between the terms and conditions in the contract already in place between the Company and the Partner, this Agreement shall prevail.

Article 2 (Definition of terms)

The following terms used in this Agreement shall be defined as follows unless otherwise specified.

1. (1)"End User" refers to a person who uses this Service for himself or a person who is likely to do so by contract with the Company.
2. (2)"Claims, etc." refers to defects, defects, errors or malfunctions of the Service, or complaints, claims, damages, injunction claims and other claims received from End Users and other third parties regarding the rights of the Service. And claims of rights.
3. (3)"Personal Information" refers to Personal Information set forth in Article 2, Paragraph 1 of the Act on the Protection of Personal Information.
4. (4)"Act on the Protection of Personal Information" refers to the Act on the Protection of Personal Information (Act No. 57 of 2003), including subsequent revisions; the same shall apply hereinafter.
5. (5)"Sales Partner Activities" refers to the affairs set forth in Article 4, Paragraph 2 of Partners.
6. (6)"Terms of Use" refers to the Terms of Use of the AI GIJIROKU Service provided directly to the End Users.
7. (7)"Privacy Policy" refers to the Privacy Policy established by the Company for the AI GIJIROKU Service provided directly to the End Users.
8. (8)"Partner" refers to the person who enters into this Agreement with the Company.
9. (9)“Partner Remuneration” refers to the price we pay for a Partner to acquire an End User.
10. (10)"Anti-social forces" shall mean gangs, gang members, gang-related companies, general assembly houses, social movement signposts, political movement signposts, special intelligence violent groups, and other anti-social forces.
11. (11)“Service” refers to the computer application program “AI GIJIROKU” provided by the Company (including the modified program if the name is changed while maintaining the identity of the program).
12. (12)“Service Fees” refers to the usage fees paid to the Company by End Users for the use of the Service.
13. (13)"Region" refers to Japan.

Article 3 (Application)

1. 1.Partner shall agree to all the contents of this Agreement and apply for the conclusion of this Agreement in the manner prescribed by the Company. Partner shall register the matters specified by the Company (hereinafter referred to as "registration matters") when applying for this Agreement, and shall assure the Company that all such registration matters are accurate.
2. 2.The Company will review whether or not to approve the application for a Partner based on the criteria prescribed by the Company, and if the application is approved, the Company shall notify that fact and the information prescribed by the Company. This Agreement shall be concluded between the Partner and the Company from the contract start date specified in the notice.
3. 3.The Company will not accept a Partner application if it is deemed or falls into any of the following: The Company has no obligation to disclose the reasons for the above judgment.
   1. (1)If you apply for registration without using the method prescribed by the Company
   2. (2)False or incorrect or omission of all or part of the registration items
   3. (3)If we judge that there is a risk of violating this Agreement
   4. (4)If the Company determines that the person has violated the Agreement in the past or is a related person
   5. (5)In the case of a corporation, when the consent of the person who has the authority to conclude the contract has not been obtained
   6. (6)If the Company determines that it is an Anti-social force, or that it cooperates or participates in the maintenance, operation or management of the Anti-social force through funding or other refers to
   7. (7) If the Company determines that the registration is not appropriate
4. 4.In the event of any changes to the registration items, Partner shall immediately carry out the procedure for changing the registration items according to the method prescribed by the Company. We will not be liable for any damages caused by failure to do so.

Article 4 (Nomination of non-exclusive sales Partner)

1. 1.By entering into this Agreement, we will nominate the Partner as a non-exclusive Sales Partner for the Services.
2. 2.Partner shall perform the tasks listed in the following items based on the contents set forth in this Agreement.
   1. (1)Advertising, promotion and dissemination of the Service to End Users, mainly online, to acquire End Users, and other sales activities.
   2. (2)Explanation of the contents of this Service and usage conditions for End Users who want to use this Service.
   3. (3)Mediation of an application for the use of this Service by the End User who wishes to use the Service.
   4. (4)Respond to inquiries about this Service from End Users and report to the Company in accordance with our policies and instructions.
   5. (5)Establishment of a person in charge who will be the point of contact with the Company and report the sales status to the Company in accordance with the Company instructions.
   6. (6)In addition to the preceding items, the work separately agreed between the Company and the Partner.
3. 3.This Agreement does not prevent the matters listed below or any other actions of the Company, its parent company, subsidiaries or other affiliated companies (hereinafter referred to as the “Group”)
   1. (1)Sales of the right to use this Service to End Users in the region, conducts sales and sales activities related to this right by the Group.
   2. (2)The Group has the right to appoint a third party other than a Partner as a Sales Partner and outsources Sales Partner Activities.
4. 4.This Agreement does not grant Partner a license for the Services. Partner may not license or sublicense the Services to End Users or other third parties.
5. 5.Partners may not change the name and content of the Service, display their Service name and brand for the Service, or sell the right to use the Service under their own brand.
6. 6.The Company does not grant any agency to the Partner upon the conclusion of this Agreement, the Partner shall perform Sales Partner Activities in his own name, and End Users shall apply to the Company when using this Service.

Article 5 (End User application)

1. 1.If there is an End User who wants to use this Service, the Partner shall make the End User apply for the use of this Service using the application page separately provided by the Company or the method prescribed by the Company.
2. 2.The Company shall not be obliged to pay the Partner fee specified in Article 6 for the End User who did not make an application according to the method specified in the preceding paragraph, even if the Partner is engaged in sales activities, etc. for the End User.

Article 6 (Partner Remunerations, etc.)

1. 1.The Company shall pay to the Partner, as Partner’s remuneration, the amount calculated by subtracting the commission etc. to the settlement agency from the actual amount paid to the Company from End User who has applied for the use of this Service by the method specified in Article 5 (1) and concluded a contract for this Service with the Company through the Partner's Sales Partner Activities, multiplied by 20% (including the consumption tax, rounded down to the nearest 10 yen) . However, the Partner remuneration is only applicable to the Service fee paid during the period up to six months from the month when the End User actually paid the Service fee to the company. In the event that the Company and the Partner have agreed in writing on Partner remuneration that differs from the content of this section, the agreed content shall prevail.
2. 2.Partner Remunerations shall only be paid for what the applicable End User has actually paid the Service Fee to the Company, and shall only be paid for the period during which this Agreement is valid.
3. 3.In the event that End User cancels the subscription of this Service, or if the Agreement relating to the use of this Service between the Company and the End User is terminated for any reason, thereafter, the Company shall not be obliged to pay any Partner remuneration related to this End User. The same shall apply when an End User who has once stopped using the Service re-concludes a use Agreement with the Company and uses the Service.
4. 4.At the end of each month, the Company will calculate the Partner's remuneration for the current month based on the actual Service usage fee paid to the Company by the End User in the current month, and the Partner’s remuneration be will separately transferred to the designated bank account by the end of the next month following the closing day. However, if the total Partner’s remuneration (including consumption tax) on the relevant closing day is less than 30,000 yen, it will be carried over to the following month until the total Partner’s remuneration (including consumption tax) exceeds 30,000 yen. The Partner’s remuneration shall be paid based on the closing date at the end of the month when the total remuneration (including tax) is 30,000 yen or more. The 10 yen or less of fractional amounts will be rounded down.
   The transfer fee will be borne by the Company.
5. 5.Partner will be responsible for Sales Partner Activities and other expenses required to perform this Agreement, except as provided in this Agreement.

Article 7 (Prohibition of outsourcing, etc.)

1. 1.Partner shall not market, or sell the right to use this Service, or outsource the work related to Sales Partner Activities to third parties who do not intend to use this Service for their own user, except with the prior written consent from the Company. However, this does not apply to the case where executive officers or employees of the Partner are to perform Sales Partner Activities as a Partner business.
2. 2.If Partner wishes to use an advertising agency, celebrity, influencer or other third party for advertising, promotion and dissemination and other business activities of this Service, it shall consult with the Company in advance and obtain consent.
3. 3.The Company may outsource some or all of the Company's operations set forth in this Agreement to a third party, and Partner shall agree in advance.

Article 8 (Provision of Service)

1. 1.The Company shall provide this Service to End Users according to the company’s Terms of Use, Privacy Policy and other methods and conditions prescribed by the Company. Partner shall ensure that End Users comply with the Company’s Terms of Use, Privacy Policy and other provisions and contractual terms prescribed by the Company for use of the Service.
2. 2.We shall only be liable to Partner to the extent that we are liable to End Users as set forth in the Terms of Use.
3. 3.The Company will only guarantee the Services to Partners Services to be provided to customers to the extent specified in the Terms of Use.

Article 9 (Compliance)

1. 1.Partners must ensure that the contents, nature, price structure and Terms of Use of the Service are sufficiently explained during the mediation of an application for the use of this Service, and that End User's understanding is assured.
2. 2.Partners shall comply with the Act on Specified Commercial Transactions (Act No. 57 of 1976, including subsequent revisions; the same shall apply hereinafter), the Act against Unjustifiable Premiums and Misleading Representations (Act No. 134 of 1962), the Act on the Protection of Personal Information, and all other laws and regulations applicable to Sales Partner Activities.
3. 3.In order for Partner to utilize the data and Personal Information of the End User within the scope of the purpose specified in the Privacy Policy, the Partner shall inform the Target End User in advance of the purpose and the purpose of providing it to the Group. Upon notification or public announcement, the necessary End User information will be obtained appropriately and provided to the Company with the consent of End User.
4. 4.Partner shall conduct Sales Partner Activities in good faith and with honesty.
5. 5.Partner shall immediately report any complaints received from End Users to the Company.

Article 10 (Prohibited acts)

1. 1.Partner may not perform any of the following activities without the prior consent of the Company, or shall not allow an End User or any third party to do so without the prior consent of the Company, with respect to Sales Partner Activities, except as permitted by this Agreement.
   1. (1)The act of transmitting a copyrighted work of another person or a copy thereof without obtaining consent, or any act that infringes or may infringe on the copyright, trademark right or other intellectual property right of a third party.
   2. (2)The act of transmitting the privacy and portrait rights of others and matters belonging to trade secrets without consent.
   3. (3)Display, advertise, advertise or explain this Service that may cause false or false recognition.
   4. (4)Acts that may or may cause disadvantage or damage to the Company or third parties.
   5. (5)Acts against public order and morals.
   6. (6)Acts of fraud or intimidation or other acts that constitute or may constitute a crime, as well as inciting, assisting, instigating, or assisting another person's crime.
   7. (7)Any act that uses the Service in a manner that unduly places a load on the Group's servers, or any other act that hinders or may impede the operation of the Service.
   8. (8)Any act that damages or may damage the reputation of the Group or the Service.
   9. (9)The act of making false declarations and notifications to the Group.
   10. (10)Use or provision of computer viruses or other harmful programs through or in connection with the Service.
   11. (11)Acts that violate laws and regulations.
   12. (12)Act of using an End User's account with a third party other than the End User.
   13. (13)The act of transferring the legal status or rights and obligations under this Agreement to a third party, or setting a security interest in this.
   14. (14)Reverse engineering, decompilation or disassembly of all or part of this Service and other activities of analyzing this Service.
   15. (15)Use of the Services in connection with anti-social forces' activities.
   16. (16)Use this Service using a device that has been modified in violation of the terms of use, guidelines, and other rules stipulated by the hardware or software manufacturer, such as disabling the management of the hardware or software. Act.
   17. (17)Actions that directly or indirectly cause or facilitate the actions of the preceding items.
   18. (18)Other acts that the Company deems inappropriate.
2. 2.Partner shall take appropriate measures to prevent the End User from performing the actions listed in the preceding items when using the Service by the End User.

Article 11 (Response for inquiries and complaints, etc.)

1. 1.Partners shall immediately report any inquiries or complaints, etc., received from the End User regarding the Service to the Company and respond in good faith to the End User in accordance with the Company's instructions.
2. 2.Partner is responsible for the costs of the Group (including but not limited to paperwork, lost profits, and attorneys' fees) due to claims relating to the Partner's Sales Partner Activities, or to the End User or other third parties. In the event that payment of damages or other monetary contribution is made, all expenses shall be compensated without delay.

Article 12 (Report and regular meeting)

1. 1.Partner shall immediately report the following items in accordance with Article 4, Paragraph 2, Item 5 when requested by the Company.
   1. (1)End User name / address / other contact information
   2. (2)Service charges and number of contracts by End User
   3. (3)Number of contracts expected of this Service only
   4. (4)Contents of reviews and complaints about the Service
   5. (5)Competition situation of this Service
   6. (6)Other reporting items requested by the Company
2. 2.The Company and Partner shall hold regular meetings, as necessary, at the number of times and frequency determined through consultation.

Article 13 (Audit)

1. 1.In order to confirm the status of the Partner's Sales Partner Activities and the compliance with the Partner's obligations set forth in this Agreement, the Company or a third party entrusted by the Company will be allowed to conduct audits on Partner via notification to Partner in advance in writing and Partner will cooperate to do so.
2. 2.If requested, Partner shall report to the Company the status of Sales Partner Activities in writing, verbally or in any manner required by the Company.
3. 3.If requested by the Company, Partner will follow Company's specific instructions regarding sales activities of the Service, how to publish on the media, and other Sales Partner Activities.
4. 4.The costs required in Paragraph 1 shall be borne by the Partner if, as a result of the audit, the Company finds that the Partner violates this Agreement.

Article 14 (Intellectual property rights)

1. 1.Copyrights, patents and other intellectual property rights, know-how, programs, and voice and text data transmitted by End Users relating to this Service belong to the Group.
2. 2.Partners must not use our trademarks without prior written consent of the Company.
3. 3.In the event that a Partner receives a petition for infringement of intellectual property rights from a third party with respect to the Service, Partner shall promptly notify the Company of the facts and contents of the petition.
4. 4.In the case set forth in the preceding paragraph, the Partner shall authorize the Company to be substantially involved in negotiations with the third party and in litigation, arbitration, mediation and other dispute resolution procedures, and no facts or legal assertions, claims abandonment or acceptance, settlements, arbitrations, mediations, or other procedures that contradict the Company knowledge and assertions shall be taken.

Article 15 (Disclaimer / No warranties)

1. 1.This Service operates only in the operating environment specified in the license Agreement, and we do not guarantee that this Service will operate in other operating environments.
2. 2.We do not guarantee that the features of the Services will fit the specific purpose of the End User or Partner.
3. 3.The Company shall not be liable for any damages or compensation to Partners even if the Service is suspended, stopped, terminated, abolished, etc. based on the Company's Terms of Use.
4. 4.In addition to the provisions set forth in the preceding three paragraphs, the provisions of the Company's Terms of Use Article 15 (Agreements on the Provision of this Service) and Article 23 (Disclaimers) shall also apply in relation to Partners.

Article 16 (Personal Information)

1. 1.The Partner shall handle and store the Personal Information received with the care and duty of a good manager for this Agreement in the minimum scope required, and shall clearly indicate that it is Personal Information.
2. 2.Partner shall not use Personal Information for any purpose other than to implement this Agreement on our behalf.
3. 3.Partner may reproduce Personal Information only for the purpose of the preceding paragraph and to the extent necessary and objectively minimum. Provided, however, that Partner shall clearly indicate that the copy of personal information is also personal information. In addition, such copies shall be treated as Personal Information.
4. 4.Partner shall, for the purposes of preceding paragraph only to the extent necessary and objectively minimal (meaning the applicable Personal Information, the person handling the Personal Information, both) allow its own executive officers and employees to use the Personal Information. The member shall handle Personal Information.
5. 5.Partner shall not leak Personal Information or not disclose Personal Information to third parties without our prior written consent of the Company.
6. 6.Partner shall return or destroy all Personal Information received from the Company or End Users immediately upon the Company’s request or termination of this Agreement in accordance with the Company’s instructions. Partner shall issue a certificate of return or destruction upon the Company’s request.
7. 7.In the event that the disclosed Personal Information is leaked, Partner shall immediately report the details to the Company and take all measures specified by the Company. The cost of such measures will be borne by the Partner.
8. 8.When a Partner is requested to disclose Personal Information by a judicial or administrative agency, the Partner shall immediately notify the Company of the fact and, if requested by the Company, make an effort to reduce the scope of the disclosure, after which Personal Information may be disclosed. If the Company seeks legal remedies, Partner will cooperate with the Company to a reasonable extent.
9. 9.Partner shall be liable for any damages (Including, but not limited to, investigation costs, labor costs, attorneys' fees, damages, as well as damages arising in connection with the decline in our social reputation that the Company has to pay in the event that an End User or other third party makes a claim to the Company arising from the disclosure, leakage or use of Personal Information for any purpose other than the execution of this agreement by Partner) caused to Company by violating the obligations set forth in this section.

Article 17 (Confidentiality)

1. 1.Partner shall be managed with the care of a good manager and shall not leak or disclosed to any other party without the prior written consent of the Company all information, referred to as “Confidential Information” related to Sales Partner Activities; and all other information related technical, sales, business, financial, organizational and other matters of the Service. ). However, in the event of a disclosure request that is enforceable by law is made by a public institution, Partner may disclose the information provided that prompt notice is given to the Company.
2. 2.Information that falls under any of the following items shall not fall under confidential information.
   1. (1)Information already known at the time of disclosure.
   2. (2)Information that became publicly known through no fault of the Partner after it was disclosed.
   3. (3)Information already held by the Partner at the time of disclosure.
   4. (4)Information that Partner has legally obtained from third parties without obligation of confidentiality.
3. 3.Partner shall not use the Confidential Information for any purpose other than to execute this Agreement and shall not duplicate the Confidential Information beyond the minimum required to enforce this Agreement.
4. 4.In the event that this Agreement expires, terminates, terminates, terminates or otherwise for any reason, Partner will, at our request, completely destroy or return any confidential information he/she has (including any copies made) without any delay.

Article 18 (Contract Period)

1. 1.The validity period of this Agreement is one year from the date of conclusion of the Agreement. However, the period shall be extended by 1 (one) year if neither of the parties manifest their intention to terminate Contract in writing at least 3 (three) months prior to expiry of the period of Contract, and the same shall apply thereafter.
2. 2.Regardless of the reason for termination of this Agreement, after termination of this Agreement, Article 8 (Provision of the Service), Paragraphs 2 and 3 , Article 14 (Intellectual Property Rights), Article 15 (Disclaimer / No warranties), Article 16 (Personal Information), Article 17 (Confidentiality), This Section (Survival Clause), Article 21 (Damage Compensation), Article 24 (Modification of Terms), Article 25 (Rights and Duties) ), Article 26 (separability), Article 27 (Governing Law), Article 28 (Agreement Jurisdiction), and other rights and obligations shall survive in light of the spirit of each provision. However, Article 17 (Confidentiality) shall last only for 5(five) years after the termination of this Agreement.

Article 19 (Cancellation)

1. 1.The Company and its Partners may cancel this Agreement by notifying the other party in writing if the other party falls under any of the following items.
   1. (1)In the event of seizure, provisional seizure, provisional disposition, tax delinquency, or other public authority disposition of important property or petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate rehabilitation proceedings, or commencement of special liquidation.
   2. (2)In the event of dissolution or transfer of the entire business, or when its resolution is made.
   3. (3)When a bill or check drawn or accepted by the customer becomes undeliverable, or the payment is stopped.
   4. (4)When penalty to suspend or terminate business license or business registration is imposed by the regulatory agency.
2. 2.The Company and Partner may terminate this Agreement if the other party has violated any provision of this agreement or a serious event has occurred that is attributable to the other party and cannot be continued (hereinafter referred to as "breach"), and there is no performance or correction of a breach pursuant to this Agreement within 14 days, even if a notice has been given in writing or a request has been made to correct the violation.
3. 3.In the event of termination of the contract pursuant to the preceding two paragraphs, the other party of the terminated party shall, of course, lose their benefits for the period and must immediately repay any obligations owed to the terminated party.

Article 20 (Change and termination of provisions of Service)

1. 1.If the Company changes the content, nature, fee structure, usage conditions, etc. of the Service, the Company may change the content of this Agreement by notifying the Partner in writing to the extent necessary for the change and Partner acknowledges it in advance.
2. 2.In the event that the Company terminates the provision of the Service, this Agreement shall naturally end on the date of such termination.
3. 3.In the case of the preceding two paragraphs, the Company shall not require any damages or compensation from the Partner.

Article 21 (Compensation for damages)

1. 1.Partner and the Company may, in the event of a breach of this Agreement by the other party, terminate the Agreement or, without termination, claim damages from the other party. However, if there are any other provisions in this Agreement that differs from this provision, this provision shall prevail.
2. 2.If the Company is liable for damages, the amount of damages to be compensated shall be limited to damages that are directly and normally possible to the Partner and actually occurred, and the amount of damages shall be capped at the cumulative total of Partner Remuneration actually paid to the Partner up to the time of breach. In no event shall we be liable for consequential, derivative or special damages, loss of profits, or lost opportunities.

Article 22 (Termination)

1. 1.The Company and Partners may terminate this Agreement by giving three months' notice in writing to the other party, even during the effective period of this Agreement.
2. 2.The Company shall not be liable for any damages arising to Partners due to the termination of this Agreement pursuant to the preceding paragraph.

Article 23 (Elimination of anti-social forces)

1. 1.The Company and its Partners may immediately terminate this Agreement without any notice if the other party is found to be anti-social or has a relationship with anti-social forces.
2. 2.If the Company or Partner terminates this Agreement pursuant to the provisions of the preceding paragraph, the Company shall not be liable for any damages arising to the other party by the termination.

Article 24 (Changes to terms)

The Company may, if necessary, notify Partner by posting it at an appropriate place on the website operated by the Company or other appropriate method, or by notifying the Partner, or by notifying the Partner, The contents can be changed at any time. If Partner engages in Sales Partner Activities or fails to terminate this Agreement within the time period specified by the Company after the change of the Agreement, the Partner shall be deemed to have agreed to the change of the Agreement. The Company shall not be liable for any damages caused to Partner due to the revision or change of Agreement, unless there was intentional or gross negligence by the Company.

Article 25 (Prohibition of transfer, etc.)

1. 1.The Company may transfer account receivables of Partner to a third party, and Partner acknowledges that the Partner's Personal Information and other information will be provided to that third party for that purpose.
2. 2.Partner may not, without the prior written consent of the Company, transfer the contractual status of this Agreement to a third party or transfer, let, handover all or part of the rights and obligations under this Agreement to a third party or use it as a collateral.

Article 26 (Separability)

If any provision of this Agreement is found to be illegal, invalid or unenforceable by law, the other provisions of this Agreement will survive.

Article 27 (Governing law)

This Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 28 (Exclusive jurisdiction)

In the event of any dispute regarding this Agreement, the Tokyo District Court shall have exclusive jurisdiction over the first instance.

Established on March 23, 2020
Updated on October 1, 2020