Article 1 (Application)

The purpose of these terms and conditions is to define the rights and obligations of Party A and Party B with respect to the business entrusted to Party B by Party A. This applies to all relationships between Party A and Party B regarding the commissioned work.

Article 2 (Definitions)

The following terms used in these Terms and Conditions shall have the following meanings:

• 1. "Brain Sleep Ambassador" refers to an individual or corporation that uploads self-created photo and video content to social media accounts or web media managed by the individual, and disseminates and promotes information about the Company's products and services.
• 2. "Commissioned Ambassador" means an Ambassador who has been commissioned to carry out the Commissioned Work requested by Party A.
• 3. "Commissioned Work" means the work that Party A commissions Party B as set forth in Article 5 of this Agreement.

Article 3 (Contract Form)

The commissioning of this commissioned work shall be by Party B receiving the commission directly from Party A.

Article 4 (Procedure for accepting business)

Party B shall accept each individual Commissioned Work in accordance with the following procedures.

• 1. Party A will make a request for the commissioned work to Party B via the official Brain Sleeper LINE account operated by Party A.
• 2. If Party B approves the request for the commissioned work, the contract for the commissioned work (hereinafter referred to as "this contract") will be concluded by replying to the request in the preceding paragraph to the effect of agreement, and Party B will become a commissioned ambassador. However, Party A may revoke the request in this paragraph at any time for its own convenience.
• 3. Party A shall not be liable for any damage or disadvantage suffered by Party B as a result of the withdrawal of this Agreement after its establishment under Paragraph 2.

Article 5 (Contents of the Commissioned Work)

• 1. The work that Party A will entrust to Party B shall be as follows:
• ① Production of content (hereinafter referred to as "Content") such as photos and videos introducing products or services designated by Party A (hereinafter referred to as "Party A's Products").
• ② Party B uploads the Content to Instagram SNS and other web media (hereinafter referred to as "Party B SNS") through its own account.
• ③ Posting reviews of the products of Party A on the website designated by Party A by the date designated by Party A
• ④ Party B shall add hashtags designated by Party A, such as "PR" or "Advertising" (hereinafter referred to as "Hashtags"), to the posts of the Content on Party B's SNS in the places designated by Party A, and Party B shall use the hashtags accurately and shall not make any changes or omissions that may lead to misunderstandings. Furthermore, if Party B does not use the hashtags, Party A may request Party B to make a correction.
• ⑤ Conducting surveys and exchanging opinions regarding the product development of Party A
• 2. Party B will provide the Content to Party A, and Party A may freely use the Content as material for advertising and promotion, etc., free of charge and without media restrictions, and Party A may freely use the fact that Party B has created the Content for its advertising and promotion, etc.
• 3. Party B agrees in advance that Party A may freely use the Content in accordance with the preceding paragraph, and confirms in advance that Party B will not exercise any rights, including copyright, against Party A.

Article 6 (Remuneration)

• 1. This Commissioned Work will be performed without compensation. However, if Party A deems it necessary, Party A will provide Party B with the Products necessary for Party B to perform this Commissioned Work free of charge.
• 2. Notwithstanding the preceding paragraph, if Party A pays Party B monetary compensation in relation to the Commissioned Work, the amount and payment terms will be agreed upon in a separate contract between Party A and Party B.

Article 7 (Use of Provided Materials and Obligation to Maintain Brand Image)

• 1. In carrying out the Commissioned Work, Party B shall endeavor to maintain Party A's brand image and shall not engage in any actions that may damage Party A's brand image.
• 2. When using the products provided by Party A to Party B in the Commissioned Business (hereinafter referred to as the "Provided Materials"), Party B shall comply with the conditions set out in these Terms and Conditions.
• 3. If, after Party A has completed its inspection of the Content, Party B is requested by Party A to return or destroy all or part of the Provided Materials, Party B shall comply with such request.
• 4. Party B may not use Party A's name or any registered trademarks, logos, emblems, service marks, etc. to which Party A holds the rights, except for the purpose of carrying out the Commissioned Business.

Article 8 (Publication of the Content on Party B's SNS)

• 1. Party B shall publish the Content on Party B's SNS through its own account, etc., and shall be obligated to maintain the state in which the Content is posted on Party B's SNS through its own account, etc.
• 2. If Party A requests Party B to delete or make private the Content, Party B must comply promptly.
• 3. If Party B requests Party A to delete or make private the Content, the two parties shall decide through mutual consultation.
• 4. Any equipment such as computers, software, other facilities, Internet connection services, other line usage services, and all other preparations necessary to use the Service shall be procured, arranged, and maintained at each User's own expense and responsibility.

Article 9 (Intellectual Property Rights)

• 1. In principle, the copyright and other intellectual property rights of the Content belong to Party B, who created the Content. However, in accordance with Article 5, Paragraphs 2 and 3, Party A may freely use the Content.
• 2. When uploading the Content to the SNS via an Account, etc., Party B shall take measures to display the name of Company A, etc. in the description section of the Content in accordance with the provisions of these Terms and Conditions.

Article 10 (Compliance with Laws and Regulations)

• 1. Party B must comply with the Act against Unjustifiable Premiums and Misleading Representations and other related laws and regulations when carrying out the Commissioned Business. Furthermore, Party B must clearly indicate "advertising," "publicity," "PR," etc. so that consumers can recognize that it is an advertisement when carrying out the Commissioned Business.
• 2. If Party B violates the preceding paragraph, Party A may request Party A to modify or delete the advertisement, and Party B must comply with such request. Furthermore, if Party A suffers damages due to Party B's fault, Party B must compensate Party A for the damages suffered.

Article 11 (Violation of Third Party Rights)

• 1. Party B shall take care not to infringe on the rights of third parties when carrying out the Commissioned Work, and shall guarantee that the creation and use of the Content shall not infringe on any rights of third parties (including, but not limited to, intellectual property rights, rights of reputation, portrait rights, rights of privacy and rights of publicity).
• 2. Notwithstanding the provisions of the preceding paragraph, if a third party makes a lawsuit, objection, claim, etc. against Party A regarding the Content and Party A requests Party A to handle the matter, Party B will follow Party A's instructions, take measures such as deleting the Content from Party B's SNS, and will handle any disputes with the third party on Party A's behalf at Party A's own responsibility and expense, and will compensate Party A for all damages (including attorney's fees) incurred as a result of such lawsuit, objection, or claim.

Article 12 (Suspension of the Service Contract, etc.)

• 1. Party A may suspend or interrupt all or part of this Service Agreement without prior notice to Party B if any of the following circumstances apply:
• ① When computers, communication lines, etc. are stopped due to an accident
• ② If the continuation of the commissioned work becomes impossible due to force majeure such as fire, power outage, or natural disaster.
• ③ Any other reason that requires Party A to suspend or interrupt the Service
• 2. Party A may terminate the Ambassador Individual Contract midway for Party A's convenience.
• 3. In the case of the preceding paragraph, Party A shall notify Party B in advance.

Article 13 (Information Retention)

• 1. Party A may store direct mail and other information sent to Party B for a certain period of time for operational reasons, but Party A is not obligated to store such information and may delete such information at any time.
• 2. Furthermore, the Company shall not be liable for any damages incurred by Party B based on these Terms and Conditions.

Article 14 (Termination, etc.)

• 1. Party A may terminate the Service Agreement to which Party B is a party without prior notice or warning if any of the following events occur:
• ① If Party B violates any provision of these Terms and Conditions
• ② In the event that Party B dies or receives a ruling for the commencement of guardianship, assistance or support.
• ③ When a complaint is made against Party A by another Ambassador or a third party regarding Party B, and such complaint exceeds a certain level set by Party A, regardless of whether such complaint is the result of Party B's intention or negligence.
• ④ If the Party B's SNS account is deleted or set to private
• ⑤ If the requested article has not been posted for a long period of time
• ⑥ If you have not been able to contact us for over a month, such as if you have not received a reply to a DM
• ⑦ If it is discovered that the products provided by Party A to Party B have been resold or transferred.
• ⑧ In the event of a violation of the provisions of Article 17 (Regulations)
• ⑨ In addition to the above, if any reason arises that is reasonably deemed to make it difficult to continue this Agreement.
• 2. Party A shall not be liable in any way for any damage or disadvantage suffered by Party B as a result of the measures taken in the preceding paragraph.

Article 15 (Governing Law and Court of Jurisdiction)

This Agreement shall be governed by the laws of Japan, and the Tokyo District Court shall be the court of first instance with exclusive jurisdiction over any disputes arising from or relating to this Agreement.

Article 16 (Negotiation resolution)

If any matter not specified in these Terms or any doubt arises regarding the interpretation of these Terms, Both parties shall seek to resolve the matter promptly through consultation in accordance with the principle of good faith.

Article 17 (Regulations)

When posting content as an Ambassador (hereinafter referred to as "Posting"), Party B must not include the following content: In addition, if we determine that a post violates any of the following, we will request that it be deleted.

• ① Content that violates laws and regulations or public order and morals (violence, cruelty, suicide, abuse, obscenity, etc.)
• ② Content that causes economic or mental damage or other disadvantage to Party A or a third party.
• ③ Content that violates the Pharmaceuticals and Medical Devices Act or incorrect usage
• ④ Any content that includes private information (such as phone numbers, addresses, URLs, or email addresses) or information that may identify an individual
• ⑤ Content related to political activities, religion or ideological activities
• ⑥ Posting or transmitting content that contains harmful computer programs, etc.
• ⑦ Any other content that Company A deems inappropriate

Article 18 (Prohibited matters)

In addition to the matters specifically stipulated in these Terms and Conditions, Party B shall not engage in or have a third party engage in any of the following acts:

• ① You are not a member of an organized crime group, a company related to an organized crime group, a corporate racketeer, or any other person or organization equivalent thereto (collectively referred to as "anti-social forces" below).
• ② You are not in a relationship that is deemed to be using antisocial forces for the purpose of obtaining wrongful benefits for yourself or a third party, or for the purpose of causing damage to a third party.
• ③ Not providing funds or convenience to antisocial forces
• ④ Criminal acts or acts that are or may be linked to crimes
• ⑤ Spreading false information
• ⑥ Any other actions that Company A deems inappropriate

Article 19 (Confidentiality)

• 1. Regardless of whether before or after the conclusion of this Agreement, Party A and Party B shall not use any confidential information (whether verbal, written, recorded media, or electronic information; hereinafter referred to as "Confidential Information") about the other party that they have come to know in connection with this Agreement or any Individual Agreement for any purpose other than the purpose of this Agreement, or disclose or leak it to a third party. However, this shall not apply if the disclosed information falls under any of the following items.
• ① Information already held at the time of disclosure by the other party
• ② Information legitimately obtained from a third party without any obligation of confidentiality
• ③ Information that is publicly known or that has become publicly known through no intention or negligence on your part
• ④ Information that has been independently developed or acquired without relying on information disclosed by the other party
• 2. Party A and Party B must take appropriate measures to prevent the leakage, loss, or damage of confidential information and to ensure its safety. In the unlikely event that a leakage of confidential information or other accident occurs, Party A and Party B must immediately report it to the other party and follow the other party's instructions.
• 3. Notwithstanding paragraph 1, Party A and Party B may disclose confidential information if any of the following items apply:
• ① When a disclosure order or request is received from a government agency, court, or other public institution based on laws and regulations
• ② When disclosing to an external professional such as a lawyer, certified public accountant, tax accountant, consultant, etc. who is bound by a confidentiality obligation with the recipient
• 4. If Party A and Party B disclose confidential information pursuant to the preceding paragraph, they shall be responsible for the actions of the person to whom such information is disclosed.
• 5. Personal information will be handled in accordance with Party A's privacy policy.
• 6. The contents of this Article shall remain in effect for five years even after the termination of this Agreement.

Article 20 (Subcontracting)

Party B may not subcontract all or part of the Work to a third party without Party A's prior consent. In addition, if Party A re-entrusts the work to a third party with Party A's prior consent, Party B shall shall ensure that Party B complies with obligations similar to those of Party B under this Agreement and shall be fully responsible for such actions.

Article 21 (Reporting obligation)

• 1. When requested by Party A, Party B must report without delay, verbally or in writing, on the status of the execution of the Services.
• 2. If Party B becomes aware of the occurrence of an accident that may hinder the performance of the Business, Party B will immediately report the same to Party A, regardless of the party's responsibility for the accident, and will discuss with Party A the future course of action.

Article 22 (Prohibition of Transfer of Rights and Obligations)

Unless Party A has given prior written consent, Party B may not transfer the status of this Agreement to a third party. Furthermore, you may not transfer, assign or assume to a third party or offer as security any rights or obligations arising from this Agreement in whole or in part.

Article 23 (Validity Period)

• 1. The effective period of this Agreement shall be one year from the date of registration as a Brain Sleep Ambassador. However, if neither Party A nor Party B expresses a different intention in writing or by electromagnetic record one month prior to the expiration of the period, this Agreement shall be renewed for another year under the same conditions, and the same shall apply thereafter.
• 2. Party A may suspend or terminate the Brain Sleep Ambassador Service for any reason. Party A shall not be liable for any damages incurred by Party B in connection with such suspension or termination.

Established on August 21, 2024