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TERMS AND CONDITIONS TSU FRONT-END

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29. by the network service providers Maintenance and Suspension The Bank shall provide such maintenance services as the Bank may deem necessary for the System The Bank may at any time suspend the System temporarily if required for the maintenance services for the System If there occurs unlawful interference by a third party with the System or any other event which causes failure of the System except for an event attributed to the gross negligence or willful misconduct of the Bank the Bank may suspend the System temporarily Intellectual Property Rights All copyrights patents utility models designs trademarks and other intellectual property rights Intellectual Property Rights relating to the Software shall remain as the property of the Bank and shall not be assigned or transferred to the Customer by virtue of the Agreement or the Services To the best of the Bank s knowledge the Bank confirms as of the Commencement Date that the Software does not infringe any third parties Intellectual Property Rights Infringement The Customer shall forthwith notify the Bank of any action injunction claim for damages or other claim which is or may be made by a third party asserting that the Software infringes such third party s Intellectual Property Rights The Bank shall exert its best efforts to resolve such dispute The Customer shall comply with the instructions of the Bank and cooperate with the Bank in such di
30. date TERMS AND CONDITIONS TSU FRONT END SYSTEM THE BANK OF TOKYO MITSUBISHI UFJ LTD hereinafter referred to as the Customer and The Bank of Tokyo Mitsubishi UFJ Ltd branch hereinafter referred to as the Bank agree that with respect to certain services to be provided by the Bank utilizing TSU to the Customer the Customer and the Bank will abide by in addition to the terms and conditions set forth in the General Banking Agreement the Foreign Exchange Transaction Agreement the TSU Payment Service Agreement and the BPO Agreement each between the Customer and the Bank the terms and conditions set out below the FES Conditions 1 Definitions In the FES Conditions the following terms have the following respective meanings Agreement means the agreement made and entered into by and between the Customer and the Bank under the FES Conditions BPO Agreement means the BPO Agreement entered into by and between the Customer and the Bank Commencement Date means the date on which the Bank accepts FES Application submitted by the Customer and the Bank is ready to provide the Services FES Application means the TSU Front end System Application for Service Setup which the Customer submits to the Bank in relation to the Services and Software including an application for addition change and deletion to the registration Financial Institution Concerned means each of
31. effect the instructions given thereby As long as the identity of the Access Code is confirmed the Bank shall in no case be liable even if instructions and access to the System are not authorized The Customer acknowledges and agrees that the digital certificates constituting the Access Code are issued by BTMU eBusiness Certification Authorities the Certification Authorities which expression shall include any other certification authorities engaged by the Bank operated by the Bank and agrees to comply with the provisions in the Certification Practice Statement of BTMU eBusiness Certification Authorities displayed on the Bank s web site the Certification Practice Statement The provisions in this Clause 10 3 shall not prevent the Bank from contracting with other certification authorities for the purpose of the Services The Customer shall on its responsibility keep under control the Access Code and the IC cards for digital certification on loan from the Certification Authorities Upon termination of the Agreement the Customer shall comply with the provisions in the Certification Practice Statement and shall at the request of the Bank and on its responsibility destroy the IC cards for digital certification or take any other steps necessary to comply with the provisions in Clause 19 provided that the Customer shall promptly return to the Bank such IC cards for digital certification if so requested by the Bank The Bank shall
32. in the Manual or otherwise designated by the Bank 2 Malfunctions caused by the use of the Software or the System by any person s other than those designated by the Customer pursuant to Clause 24 and 3 Malfunctions not immediately reported to the Bank by the Customer after becoming aware of them The Bank shall in no case be liable for any damages caused by any Malfunctions in the Software except in the case of gross negligence or willful misconduct of the Bank If any System supplemental tool the Supplemental Tool is designated by the Bank as a supplemental tool regarding the Services the Bank shall be deemed to have granted the Customer a non exclusive and non transferable right to use the Supplemental Tool subject to the FES Conditions The Supplemental Tool shall form a part of the Software The Bank may at its sole discretion from time to time make changes to the Software the System and Services The Bank shall notify the Customer of such changes to the extent that such changes will materially affect the Customer utilizing the Services provided that the Bank is not required to do so if such changes are announced on its web site Prohibition The Customer shall not 6 1 6 2 6 3 6 4 6 5 1 grant the right to use assign sell buy or lease the Software to any third party or create security interest over the Software for the benefit of any third party 2 copy change translate adapt ana
33. not be held liable to any damages which the Customer may suffer as a result of failure or delay in taking such steps If any IC card for digital certification is stolen lost or improperly used or fails to function properly or if the Access Code is divulged or otherwise disclosed to a third party the Customer shall comply with the provisions in the Certification Practice Statement and shall immediately notify the Bank thereof Communication Networks The Customer acknowledges and agrees that the Services are provided through the communication networks including the Internet and confirms that the Customer understands the risks involved in such communication networks and is satisfied with the security measures taken by the Bank against such risks The Customer shall on its own responsibility make the necessary arrangements for the communication networks necessary to connect with the System and shall indemnify the Bank 9 12 12 1 12 2 12 3 13 13 1 13 2 14 against any fees costs or damages which the Bank may incur as a result of any act or omission to act of or any event attributable to the Customer relating to the Customer s use of the communication networks The Customer shall comply with the conditions of the use and the instructions given by the network service providers in relation to the use of the communication networks and shall forthwith pay fees and other charges and pay for other claims upon demand
34. the financial institutions other than the Bank involved in the provision of the Services Manual means the manual and other documents relating to the Software and the System Services has the meaning set forth in Clause 3 1 Software means the software including supplementary tools the Manual and other related documents and information for the exclusive use of the Services System means the Bank s computer system for the exclusive use of the Services TSU Agreement collectively means the TSU Payment Service Agreement and the BPO Agreement entered into by and between the Customer and the Bank and 2 2 1 2 2 2 3 3 1 TSU Payment Service Agreement means the TSU Payment Service Agreement entered into by and between the Customer and the Bank In this Agreement the following terms shall have the meanings ascribed to them in the TSU Agreement unless otherwise provided in the FES Conditions or the context requires Application Baseline Baseline Comparison Dataset Counterpart of the Company Data Mismatch Data Set Established Baseline Purchase Order Shipping Documents SWIFT TSU and URBPO Purposes and Effects The purpose of the Agreement is to stipulate the special provisions for the TSU Agreement in terms of the manner of communications between the parties thereto set forth in Section 12 of th
35. which it would have received if such deduction or withholding had not been made The Bank shall notify the Customer of the amounts of fees and costs and the break down thereof to be debited from an account of the Customer in advance or immediately afterwards in accordance with Clause 6 and other provisions of the FES Conditions 9 1 9 2 9 3 Taxes and Public Charges The Customer shall pay all taxes and public charges which may be levied in relation to the Agreement and the Services Term The term of the Agreement shall be one 1 year commencing on the Commencement Date The Agreement shall be renewed automatically for a period of one 1 year unless a written notice is given by the Bank or the Customer to the other party of its intention to terminate the Agreement not later than thirty 30 days prior to the expiration date of the Agreement The same shall apply thereafter Termination The Customer or the Bank may terminate the Agreement by giving not less than thirty 30 days prior written notice to the other party The Agreement shall terminate automatically without notice or other act of the Bank if any of the following events occur with respect to the Customer 1 the Customer being insolvent or unable to pay its debts generally or an application or petition being made against or by the Customer for commencement of winding up or bankruptcy proceedings commencement of civil rehabilitation proceedings co
36. crime group 2 a member of an organized crime group 3 a quasi member of an organized crime group 4 a related company or association of an organized crime group 5 a corporate racketeer or 6 other equivalent groups of the above The Customer represents warrants and covenants to ensure that the Related Parties themselves or through the use of third parties have never conducted or will not conduct in the future any of the following actions 1 a demand with violence 2 an unreasonable demand beyond the legal responsibility 3 use of intimidating words or actions in relation to transactions 4 an action to defame the reputation or interfere with the business of the Bank or any of its affiliates by spreading rumors using fraudulent means or resorting to force or 5 other equivalent actions of the above The Customer shall immediately provide the Bank with documents or information of the Related Parties including without limitation office or residential address formal name and birth date requested by the Bank anytime for the purpose of identity verification and screening of Anti Social Forces by the Bank In case the Bank determines that it is not appropriate to maintain business transactions with the Customer after becoming aware that the representations and warranties in Clause 18 1 and 18 2 are 13 19 19 1 19 2 19 3 19 4 19 5 20 21 not or were not true or that the Customer b
37. e TSU Payment Service Agreement Section 20 of the BPO Agreement and any other related provisions of the TSU Agreement The Customer and the Bank hereby agree that notwithstanding Paragraphs 1 2 and 3 of Section 12 of the TSU Payment Service Agreement and Paragraphs 1 2 and 3 of Section 20 of the BPO Agreement the Customer and the Bank may i give notification pursuant to the TSU Agreement and ii send applications and other documents including without limitation Application and Shipping Documents as contemplated by the TSU Agreement through the System Except as set forth in Clauses 2 1 and 2 2 of the Agreement provisions of the TSU Agreement including without limitation Section 12 4 of the TSU Payment Service Agreement and Section 20 4 of the BPO Agreement shall not be altered by the Agreement and continues to be in full force and effect Software License and Services The services to be provided by the Bank to the Customer under the FES Conditions the Services are comprised of granting a non exclusive and non transferable right to use the Software and making available the System to the Customer to enable the Customer to i register the information of the Baseline with respect to the Purchase Order or Baseline amendment ii register the information of the Data Set with respect to the Shipping Documents 3 3 2 3 3 4 1 iii accept or reject the amendment request for the Established Baseline by the C
38. e Bank of any irregularities therein Administrators and Users Pursuant to the procedure set forth by the Bank the Customer shall register with the Bank administrators each an Administrator who use the Access Code including IC cards for digital certification and supervise users each a User on behalf of the Customer Pursuant to the procedure set forth by the Bank the Customer shall register with the Bank Users who use the Access Code including IC cards for digital certification on behalf of the Customer The Bank may if necessary disclose to the Users any information relating to the Services which the Bank has disclosed to the Administrators Neither Administrators nor Users shall use the Access Code including IC cards for digital certification jointly with others or lend or transfer the same to others The Customer shall be responsible for the appointment of and supervision over the Administrators and the Users and shall take appropriate measures to prevent unauthorized access to the System by a person other than the Administrators and the Users Pursuant to the procedure set forth by the Bank the Customer shall immediately notify the Bank of any change to the Administrators the Users and the registration relating thereto The Bank may deem the registration relating thereto as unchanged until the Bank completes the procedure for 15 25 26 such change The Bank shall not be liable to the Custome
39. lyze reverse engineer disassemble decompile or develop its application software or do any similar acts with respect to the Software 3 use the Software other than in the manner provided herein in the Manual or otherwise designated by the Bank or 4 use the Software other than for the purposes of utilizing the Services Fees and Costs The Customer shall pay fees for the Services in accordance with the fee schedule which the Bank may set forth from time to time Fees for the use of the Services shall be calculated from the Commencement Date The Customer shall pay all costs including remittance charges for services provided by the Bank and Financial Institution Concerned in relation to the Services The Bank is hereby authorized to debit the account to be designated by the Customer with the amount of the fees and costs referred to in Clauses 6 1 and 6 2 on their due dates without presenting any check or any withdrawal slip with its bank book In the event that the Bank is unable to debit the amount from such account the Bank may upon notice to the Customer demand the payment of such fees and costs together with default interest to be determined by the Bank If any deduction or withholding is made by any tax authorities of any country from the fees and costs or any other sums payable hereunder the Customer shall pay such additional amounts as may be necessary to ensure that the Bank receives an amount equal to the amount
40. mmencement of corporate reorganization proceedings or commencement of special liquidation 2 any clearing house taking measures against the Customer for suspension of transactions with banks and similar institutions 3 an administrator receiver or other similar official being appointed with respect to the Customer or its properties 4 any event having an effect analogous to any of the foregoing in any jurisdiction and 5 the whereabouts of the Customer becoming unknown and a notice of the Bank not being received by the Customer at the last place designated by the Customer The Bank may terminate the Agreement immediately by giving notice to the Customer if any of 7 9 4 9 5 9 6 10 10 1 the following events occurs with respect to the Customer 1 an order of provisional attachment preservative attachment or attachment being made or a notice thereof being dispatched with respect to a monetary claim of the Customer on the Bank or any other financial institution 2 an attachment being made against the Customer with respect to unpaid taxes or other public charges 3 any event having an effect analogous to any of the foregoing in any jurisdiction 4 abreach of any provision of the FES Conditions 5 the Services not being utilized for a period of one 1 year after the day on which the Services were made available or lastly utilized and 6 any circumstance arising in which the Bank ma
41. nstructions in cases where the Bank does not have any obligations to effect such instructions given by the Customer including cases where the Bank may delay effecting such instructions in accordance with the provisions of the FES Conditions damages caused by divulgence of information or failure error delay inaccuracy omission or alteration in transmission of information or other similar incidents due to unlawful interference or wiretapping by a third party with terminals communication networks and computers damages caused by divulgence of the security information including the Access Code or theft unauthorized use loss or malfunction of or illegal use by a third party of the IC cards for digital certification or any other similar incidents 11 15 2 16 17 17 1 18 9 damages caused by the use of the Services other than in the manner provided for herein or designated by the Bank or 10 damages caused by force majeure or for reasons other than willful misconduct or gross negligence of the Bank If an event occurs for which the Bank is responsible in relation to the implementation of the Services the Customer shall notify the Bank thereof immediately after becoming aware of it The Bank shall not be liable with respect to such event if the Customer fails to notify the Bank immediately upon the occurrence of such event or the Bank has not received such notice from the Customer within thirty 30 days af
42. ounterpart of the Company iv accept or reject the Data Mismatch v register information of the import settlement instruction vi rescind or cancel its submission made through TSU where such rescission or cancellation is permitted under the TSU Agreement the Rulebook for TSU prepared by SWIFT URBPO and other agreements or established practice among banks participating in TSU as applicable and or vii send or receive any other notices documents and materials as contemplated by the TSU Agreement Each communication including without limitation sending or uploading files of the relevant documents or materials hereinafter the same or instruction made or given through the Services by the Customer and or the Bank shall be deemed received by or given to the recipient at the time when such a communication or instruction becomes accessible by the recipient on the System For the avoidance of doubt a communication or instruction from the Bank that has been made available on the System shall be deemed received by or given to the Customer even where the Customer is not able to access the System due to any reason attributable to the Customer s system or the communication networks including the Internet between the System or the Customer s system or to the network service providers that provide the Customer with the access to the System In case where there is any inconsistency or discrepancy between any communication or inst
43. r for any damages caused by such changes save in the case of gross negligence or willful misconduct of the Bank The Users registered before the change of an Administrator shall not be affected by the change of such Administrator Personal Information The Bank may use the personal information such as the name section department title telephone number facsimile number and e mail address which identifies any particular individual provided by the Customer in relation to the Services for the following purposes 1 to administer the application for and implementation of the Services 2 to verify the identity of any person pursuant to applicable Japanese law including without limitation the Act on Prevention of Transfer of Criminal Proceeds Act No 22 2007 as amended or any corresponding laws and regulations in other jurisdictions and the qualification for the Services 3 to conduct research and development for financial instruments and services including the market research and data analysis and the questionnairing to be conducted internally by the Bank 4 to propose any financial instruments and services of the Bank and its affiliated and other related companies by direct mailing or otherwise 5 to exercise the rights and to perform the obligations in accordance with applicable laws and contracts with the Customer and 6 other than the foregoing to facilitate the transactions with the Customer If and when the Cus
44. reached the covenants in Clause 18 1 and 18 2 the Agreement shall be immediately terminated Confidentiality The parties hereto The Customer shall keep confidential all information disclosed by the other party the Bank and other information made known to such party the Customer in relation to the Agreement and shall not use such information other than for purposes of the Agreement Neither party shall The Customer shall not disclose or allow to be disclosed to any third parties such information and other information relating to the Agreement Notwithstanding the provisions in Clause 19 1 the Bank may disclose the Agreement and other related documents to the competent authorities courts or other governmental bodies the head office or branches of the bank holding the account of Customer Financial Institution Concerned or affiliated companies upon request or pursuant to applicable laws and regulations Notwithstanding the provisions in Clause 19 1 the Bank may provide its parent company subsidiaries and any other affiliates with any information relating to the Customer and affiliated companies of the Customer if the Bank deems necessary or appropriate for the implementation of the Services In case where the Bank contracts with third party certification authorities the Bank may notwithstanding the provisions in Clause19 1 and to the extent necessary therefor provide to such certification authorities any info
45. rmation relating to the Customer provided that such certification authorities are under confidentiality obligations with respect to such information The obligations of each party under Clause 19 1 shall survive the termination of the Agreement Severability If any provisions of the FES Conditions become unenforceable due to interpretation application or administration of the laws or regulations the other provisions shall to the extent possible continue to be in full force and effect Assignment The Customer shall not assign or lease to a third party or create any security interest in favor of a third party over the rights and obligations under the Agreement 14 22 23 23 1 23 2 23 3 24 24 1 24 2 24 3 24 4 24 5 Laws and Regulations The terms laws and regulations and taxes and public charges used in the FES Conditions shall mean laws and regulations and taxes and public charges of all countries concerned Implementation of the Services The Customer shall not nullify cancel or amend its instructions given for the Services due to misunderstanding or otherwise In the case of any discrepancy between the instructions for the Services alleged to be given by the Customer and the electromagnetic records thereof kept by the Bank the latter shall prevail The Customer shall from time to time review the transactions made through the Services and shall immediately notify th
46. ruction from the Customer through the System and that from the Customer with any other means of communication including without limitation over the telephone by e mail or physical delivery of documents the former shall prevail The Bank shall not be liable for any losses damages or expenses incurred by the Customer due to the Bank s action or omission to act based on the communication or instruction made or given through the System pursuant to the FES Conditions Software The Customer may use the Software solely in such location with the equipment and in the environment as the Bank has approved in advance 4 4 2 4 3 4 4 4 5 4 6 The Customer shall comply with the instructions given in the Manual in the use of the Software and the System The Customer acknowledges and agrees that the System and the Software is designed for customers in general and that it may not serve a specific need of any particular customer The Customer shall immediately notify the Bank of any Malfunction in the Software or the System Malfunction as used herein means any discrepancy between the functions actually performed and those specified in the Manual The Bank shall make commercially reasonable efforts to rectify such Malfunction provided that the Bank shall have no obligation to rectify the following Malfunctions 1 Malfunctions caused by the use of the Software or the System other than in the manner provided herein or
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48. spute with a third party 15 15 1 Exclusion of Liabilities The Bank shall not be liable to the Customer for the following damages 2 3 4 5 6 7 8 damages caused by natural disaster incident disturbance war restriction by applicable laws and regulations measures imposed by a government courts or other public organizations or other unavoidable occurrences including those events relating to the equipment and facilities for the Services situated in any countries damages caused by error failure delay in transmission of data messages or information or breakdown error malfunction mutilation suspension including such suspension as set forth in Clause 12 inaccuracy or omission of or resulting from terminals public communication networks the Internet or other communication networks or computers including hardware and software other than the Software damages caused by the compliance of any Financial Institution Concerned with laws and regulations or customs and practices of the country in which it is located or its internal rules or damages caused for reasons attributable to any Financial Institution Concerned damages caused by the Bank s compliance with applicable laws regulations customs and practices or its internal rules damages caused by instructions to the Bank which are not duly authorized by the Customer damages caused by the Bank s non fulfillment of i
49. ter the occurrence of such event Indemnity The Customer shall indemnify the Bank against the following damages costs and expenses including legal fees which the Bank may incur 1 damages costs and expenses attributable to any act including the use of the Software or omission to act of the Customer and damages costs and expenses caused for reasons attributable to the Customer 2 costs and expenses incurred in relation to the execution of the Agreement including stamp duties 3 costs and expenses incurred in relation to the exercise and enforcement of the rights under the Agreement and 4 damages costs and expenses incurred by infringement of a third party s intellectual property rights due to any changes made by the Customer to the Software Compliance with Laws and Regulations The Customer shall on its own responsibility comply with all applicable laws and regulations and shall take all necessary actions to procure necessary registrations and approvals or otherwise Exclusion of Anti Social Forces The Customer represents warrants and covenants to ensure that it its parent subsidiaries related 12 18 2 18 3 18 4 companies and those employees and shareholders with 50 of the voting rights collectively including the Customer the Related Parties do not or shall not in the future fall under the following categories collectively the Anti Social Forces 1 an organized
50. tomer provides personal information of a person to the Bank the Customer shall procure the prior written consent of such person The Bank may regard personal information of a person provided to the Bank as being consented to by such person Amendments or Changes to the FES Conditions 27 27 1 27 2 The Bank may from time to time make amendments or changes to the FES Conditions The Bank shall notify the Customer of such amendments or changes to the extent that such amendments or changes will affect the Customer utilizing the Services provided that the Bank is not required to do so if such amendments or changes are announced on its web site The Bank shall in no case be liable for any damages caused due to any amendments or changes to the FES Conditions Governing Law and Jurisdiction The FES Conditions and the Agreement shall be governed by and construed in accordance with the laws of Japan The Tokyo District Court shall be the court of agreed exclusive first jurisdiction over any dispute arising out of or in connection with the FES Conditions or the Agreement End 1 TSU TSU BPO
51. y not provide the Services The Agreement shall terminate automatically without notice or other act of the Bank or the Customer if the TSU Agreement is terminated for any reason On or after the termination of the Agreement the Bank shall have no obligation to effect the instructions given by the Customer through the System provided that the acts which the Bank has done without the knowledge of the termination of the Agreement shall be deemed to be valid and effective Upon termination of the Agreement the Customer shall without delay and on its responsibility destroy the Software and the documents and other materials delivered by the Bank to the Customer in relation thereto or take any other steps necessary to comply with the provisions in Clause 19 provided that the Customer shall promptly return to the Bank the Software and the documents and materials referred to above if so requested by the Bank Access to the System Access to the System shall be made by using i the customer ID ii user IDs and passwords and iii digital certificates i ii and iii together referred to as the Access Code In case where the Bank is unable to confirm the identity of the Access Code the Bank may reject access to the System 10 2 10 3 10 4 10 5 10 6 11 In case where the Bank confirms the identity of the Access Code the Bank may regard such access to the System as being made by a duly authorized person and may

TERMS AND CONDITIONS TSU FRONT-END

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