User Agreement for Toranomon Hills Forum Facility

1. User application

(1) Acceptance of application

Applicants wishing to use the Facility (hereafter referred to as “applicants” ) shall apply to use the Facility by completing the Toranomon Hills Forum User Application Form specified by the Operator. Applicants are to indicate necessary information such as the purpose of use, dates and hours of use, etc. on this form and to submit the form by fax or email. Applications are accepted beginning 12 months before the proposed date of use. Applicants are invited to inquire for additional information on various aspects of Facility use. Applications will be accepted from 9:00AM to 6:00PM Japan Time Mondays through Fridays (excluding national holidays and year-end/new-year holidays).

(2) Business days and basic business hours

Business days: Every day excluding year-end/new-year holidays Basic business hours: 9:00AM - 9:00PM * The Facility may be closed for necessary repairs and inspections on days and for hours specified by the Operator. Please contact the Operator in advance for details.

2. Acceptance of application

Acceptance of an application shall be indicated by issuance by the Operator to the Applicants of the Facility User Acceptance (hereafter, the status of an application in response to which a Facility User Acceptance has been issued shall be deemed a “Reservation” and an Applicant who has applied for a Reservation shall be referred to as a "Contractor").
In general, a Facility User Acceptance shall be issued within five days after the Operator receives the Toranomon Hills Forum User Application Form.
However, the application shall be rejected in cases where necessary information is not written in the Toranomon Hills Forum User Application Form or where the Applicants fall under any of the items in “6. Restrictions on use” mentioned below. The Facility User Acceptance must be retained until the Contractor completes use of the Facility.
Cancellation after a Reservation goes into effect shall result in the cancellation charge specified by the Operator.

3. Prohibition on sublease or transfer of User rights

1. (1)The Contractor shall not transfer rights to use the Facility to any third party under any conditions, or pledge or otherwise dispose of such rights in any manner whatsoever.
2. (2)The Contractor shall not allow any third party to use the Facility in any manner, including, but not limited to, rental, lease, or cohabitation, without prior written consent from the Operator.

4. Fees for Facility use

1. (1)Fees for Facility use and other charges
   Please refer to the Toranomon Hills Forum Price List separately specified by the Operator.
2. (2)Payment of fees
   Facility use fees shall be paid in a lump sum no later than ten days prior to the proposed date of use via funds transfer to the bank account specified by the Operator, with all transfer fees to be paid by the Contractor. Fees for equipment, fixtures, food and drinks etc., other than use of the Facility shall be charged by invoice to the Contractor and paid via funds transfer to the bank account specified by the Operator by the specified date, with all transfer fees to be paid by the Contractor.

5. Items to confirm with Users

The Contractor confirms with the Operator that the Contractor, parties who represent or mediate the Contractor and other parties related to the Contractor (hereafter referred to as “Contract Parties” as a whole) do not belong to or are not an organized crime group, member or associate member of an organized crime group, nor an organization related to an organized crime group, nor a person related to an organized crime group, nor an organization which assists or is feared to assist its members (including organizations) in carrying out illegal or illicit activities, nor any other antisocial force (including person related to an organized crime group stipulated in the Tokyo Metropolitan Ordinance for Eliminating Organized Crime Groups (the Tokyo Metropolitan Ordinance No. 54 of 2011. If amended, then the amended ordinance. Hereafter referred to as the “Ordinance.” Article 2 Item 4, hereafter referred to as an “Organized Crime Group, etc”). The Contractor also confirms with the Operator that the Contract Parties are not controlled by an Organized Crime Group, etc., hold no relations whatsoever with an Organized Crime Group, etc., and are not to provide the Facility for use as an organized crime group office as stipulated in the Ordinance Article 2 Item 9 (hereafter referred to as an “Organized Crime Group Office”).

6. Restrictions on use

The application shall be rejected should any of the following apply to the Contractor.

1. (1)The Contractor is deemed to have departed from the intended purpose of the Facility, or regarded as condoning, encouraging, or engaging in actions detrimental to appropriate Facility decorum.
2. (2)The Contractor violates provisions set forth in laws and regulations by which the Facility is governed.
3. (3)The Contractor is deemed to have engaged in actions in violation of public order or decency.
4. (4)It becomes clear that the Contractor belongs to an Organized Crime Group, etc., is controlled by an Organized Crime Group, etc. or holds relations with an Organized Crime Group, etc.
5. (5)An Organized Crime Group, etc., is deemed to reap benefits from the use of Facility, etc.
6. (6)The Contractor is deemed to cause inconveniences or problems to other users of the Facility.
7. (7)The Contractor is deemed to cause damages to the Facility or its equipment or fixtures.
8. (8)The Contractor is deemed to cause problems involving the management or operation of the Facility.
9. (9)It becomes clear that the Facility is provided for use as an Organized Crime Group Office.
10. (10)The Contractor engages in any of the following activities described under (i) to (iv) with the Operator, or any person of the Facility as the counterparty (including activities carried out by board members of the Contractor, employees of the Contractor or parties that have been outsourced with business by the Contractor):
11. (i)Makes a false statement
12. (ii)Uses coarse or violent words, exhibits violent behavior, or makes visitations or phone calls in ways which inconvenience the counterparty
13. (iii)Engages in acts that equate to a violent assault or threat, or any other illegal activities
14. (iv)Seeks payment of monies, exemption from liabilities, conclusion of agreements, provisions of favors, or any other provisions of benefits from the Operator, which the Operator is not legally liable for, against the Operator’ will.
15. (11)The reputation of the Contractor is impaired by illegal actions, illicit commercial activity, or similar behavior on the part of the Contractor.
16. (12)Other cases deemed inappropriate by the Operator.

7. Cancellation of reservations and suspension or termination of use

Should any of the following occur, a reservation may be cancelled and/or use suspended or terminated even after a reservation is made or even when the Facility is being used. The Operator shall not be liable for any damages sustained by the Contractor arising from such cancellation.

1. (1)Any of the cases specified in "6. Restrictions on use" above has occurred.
2. (2)The Toranomon Hills Forum User Application Form is discovered to contain a false statement, or the actual objectives and uses of the Facility prove different from the objectives and uses approved by the Operator.
3. (3)The Contractor engages in tasks or meetings at places other than the Facility approved in accordance with the Facility User Acceptance.
4. (4)The Contractor fails to observe the conditions for Facility use or rules/regulations specified by the Operator.
5. (5)The Contractor fails to submit necessary reports to the relevant authorities in conjunction with use of the Facility, or to observe rules/regulations specified by authorities.
6. (6)The Contractor fails to pay fees for Facility use or other fees by the specified dates.
7. (7)The Facility is rendered unavailable and/or the Operator judges there is the fear that harm may be inflicted to people or assets due to natural disasters or other force majeure events.
8. (8)Unavoidable conditions arise affecting the management and operation of the Facility.
9. (9)The Contractor fails to observe other provisions hereof.

8. Refunds of facility use fees and other charges

If a reservation is cancelled or if use is suspended or terminated for reasons other than (7) and (8) under "7. Cancellation of reservations and suspension or termination of use" above, the Operator shall not refund any of the Facility use fees or other charges received from the Contractor under any circumstances.
In such case, if the Contractor has not paid all or a portion of the Facility use fees or other charges for any reason, the Contractor shall immediately pay the Operator, the remaining amount after deducting the paid amount from the entire Facility use fee or other charges of the cancelled reservation, and shall provide compensation for damages sustained by the Operator.

9. Contractor Responsibilities

The Contractor is asked to observe the following:

1. (1)The Contractor is asked to use the Facility at all times with the due care expected of a responsible steward acting in good faith.
2. (2)The Contractor is asked to observe the usage rules specified by the Operator and the provisions of pertinent laws and regulations. The Contractor is also asked to ensure that the Contractor's employees, workers, and other related personnel, as well as those permitted to enter the Facility, observe those rules, laws, and regulations.
3. (3)The Contractor is asked to communicate and make necessary adjustments with the Operator to maintain orderly conditions in and around the Facility; to lead, guide and organize those allowed to enter the Facility in proper manners; to manage employees, workers, and other related personnel and to coordinate their tasks; and to prevent accidents, theft, and other problems.
4. (4)If the Operator believes that consultations on security and guidance are appropriate due to large numbers of visitors, as for major conferences, the Contractor will be asked to consult with the Operator in advance and to adhere to the instructions provided by the Operator. In such cases, the Contractor is asked to allow service providers specified by the Operator to provide security services for the Facility and surrounding areas, and to provide visitor guide services, for which the Contractor is responsible. The Contractor shall also be responsible for paying costs associated with such services.
5. (5)The Contractor is asked to inspect emergency exits, escape guidance methods, and locations of fire extinguishers prior to use of the Facility to minimize the possibility of damage or injury resulting from disasters and accidents and to ensure that the Contractor's employees, workers and other related personnel and visitors admitted by the Contractor are notified of these safety precautions.
6. (6)The Contractor is asked to purchase non-life liability, accident, and other necessary insurance at the Contractor's own cost and responsibility.
7. (7)The Contractor is asked to refrain from engaging in any actions deemed dangerous in terms of Facility management and operation, as specified in usage rules, or as causing nuisance to other Contractors and visitors of the Facility.
8. (8)Concerning specific uses of the Facility, the Contractor is asked to consult with the personnel of the Operator and follow the instructions given by such personnel.

10. Notes on construction work

1. (1)The Contractor is asked to consult with the Operator in advance concerning layout and construction within the Facility, and to follow the instructions given by the Operator for secured/emergency exit routes within the premises, installation of heavy items, and power source units. In the event that any special tasks such as electrical or elevated work which require specific licenses and qualifications are to be conducted, copies of such licenses and qualification certificates shall be submitted by the Contractor in advance.
2. (2)Any construction potentially affecting primary electrical lines or temporary telephone lines, which may involve mainlines, is to be handled by service providers specified by the Operator. The Contractor is asked to engage in the appropriate discussions beforehand and to pay for and to be responsible for such work.
3. (3)In the event of actions presenting the potential for harm, contamination or damage to the Facility, equipment, or fixtures, as when transporting articles in or out, the Contractor is asked to observe the Operator's instructions and to apply suitable materials to the floors and walls. The cost of and responsibility for such measures are to be borne by the Contractor.

11. On-the-spot visits

The Operator or personnel designated by the Operator may visit the Facility, even during the period of use by the Contractor, to make necessary inspections and to take appropriate action, as required.

12. Restoration to original condition

1. (1)The Contractor shall observe the times specified on the reservation for restoration of the Facility, equipment, and fixtures to the original condition specified by the Operator. The Contractor shall then have the restoration inspected by the Operator or Operator-designated personnel before leaving the Facility. If the Contractor overstays the specified allotted time, the Contractor must pay a penalty separately specified by the Operator in accordance with the excess time and provide compensation for any damages sustained by the Operator as the result of the Contractor's overstay.
2. (2)The above provision shall apply to cases in which use is suspended or terminated by the Operator for the reasons specified in "7. Cancellation of reservations and suspension or termination of use" above, while the Facility is being used by the Contractor.

13. Damage compensation and exemption from responsibility

1. (1)If the Contractor, the Contractor’ employees, workers and other related personnel, or visitors damage, harm, contaminate, or lose the Facility, the equipment, the fixtures and other Facility-related articles, or cause any damage to the other Contractors and visitors of the Facility, or cause other inconveniences in terms of Facility management and operation, the Contractor shall notify the Operator immediately. In such cases, the Contractor shall provide compensation for damages sustained by the Operator, etc.
   If the Contractor otherwise violates the usage rules stipulated by the Operator regarding use of the Facility, thereby causing damage to the Operator, to other Contractors, or to visitors to other facilities or the Facility, the Contractor shall be liable to provide compensation for all damages sustained by the Operator, etc.
2. (2)If the reservation is cancelled or use has been suspended or terminated for the reasons specified in "7. Cancellation of reservations and suspension or termination of use," above, the Operator shall not be liable to provide compensation for any damages sustained by the Contractor by such events. In addition, the liability of the Contractor to compensate the damages in such cases is as stipulated in “8. Refunds of facility use fees and other charges” above.
3. (3)If the Facility is made unavailable due to unforeseen accidents or natural disaster or by the injunctions or instructions of pertinent civic authorities, the Operator shall not be liable to provide compensation for any resulting damages sustained by the Contractor.
4. (4)In case an earthquake is expected to occur, an announcement, etc. may be made in the Facility to notify as such. In such a case, if the Contractor sustains damages due to such announcement, the Operator shall not be liable to provide compensation for any of the resulting damages, irrespective of whether the earthquake actually has occurred or not.
5. (5)The Operator shall not be held responsible for damages sustained by the Contractor due to fire, theft, or equipment malfunctions occurring for reasons other than Operator intent or Operator gross negligence.
6. (6)In the event that the Contractor fails to achieve the intended objectives for Facility use due to equipment or fixture malfunctions, the Operator liability to provide compensation shall be limited to a refund of the Facility use charge.

14. Applications to relevant authorities

The Contractor shall make to the relevant authorities all applications required by laws and regulations for Facility use. The Contractor shall also be responsible for submitting all required notifications and all applications for required licenses to the appropriate organizations, as well as for bearing associated costs for such notification and/or application.

15. Delinquency penalty

In the event that the Contractor is late in making any payment for which the Contractor is responsible to the Operator (Facility use fees, charges for using equipment and fixtures associated with the Facility, or for food and drink payment), the Operator may impose a penalty on such payment in arrears at an annual rate of 14.6% (on a pro-rated per diem basis).

16. Governing law

This Agreement shall be prepared only in Japanese, and shall be governed by Japanese laws. Any legal action or other proceedings arising from use of the Facility shall be submitted to the jurisdiction of the Tokyo District Court of Japan as the court of first instance.

17. Others

1. (1)Applicants of the Facility may apply based on this Agreement for Facility use by a third party, only in case of receiving the Operator’ approval in advance (such third party hereafter referred to as the “Third Party” in this paragraph). In this case, the Applicants shall indicate prescribed matters, such as the name of the Third Party, etc., in the Facility Users column in the Toranomon Hills Forum User Application Form.
2. (2)In case the Third Party uses the Facility under above provision, protocols will be as follows:
3. (i)Applicants in the above provision who have made reservations (hereafter referred to as the “Third Party Contractors”) shall be liable for all responsibilities as the Contractor of this Agreement.
4. (ii)Third Party Contractors shall verify that the Third Party observes the Contractor’s obligations based on the provisions set forth by this Agreement and stipulated by the Operator (includes but is not limited to provisions described in 3., 9., 10. and 14. of this Agreement).
5. (iii)Any act or failure to act by the Third Party regarding the use of the Facility shall be deemed as an act or failure to act by the Contractor.

This Agreement shall be drawn up in both Japanese and English with the Japanese version being the controlling version and the English version being the translation for reference purposes only.