This Gravio Connected Network Partner Agreement (hereinafter referred to as "this Agreement") sets forth the basic terms for mutual business expansion in cooperation with Asteria Corporation (hereinafter simply referred to as "Asteria") and those recognized as Gravio Connected Network Partners as defined in Article 2 (hereinafter simply referred to as "Partners").

Article 1: Purpose

1. The Gravio Connected Network Partner System defined in Article 2 (hereinafter referred to as "this System") aims to expand the business of both Partners and Asteria by coordinating their products (not limited to technical integration, but including joint use) and conducting joint promotional activities and other activities to enhance product value.

Article 2: Definitions

1. The terms used in this Agreement are defined as follows:

1. Gravio: All products provided by Asteria based on the Gravio Usage Agreement separately established by Asteria.
2. Gravio Connected Network Partner System: A system in which Asteria announces the participation of Partners in this System and the fact that Gravio and the Partners' products are integrated, for the purpose specified in Article 1.
3. Gravio Connected Network Partner: A person who applies for registration to participate in this System based on Article 3, Asteria accepts the application, and completes the registration for participation in this System.

Article 3: Participation Registration

1. Those who wish to register for participation in this System must agree to all the terms of this Agreement, apply for participation registration in this System by the method separately specified by Asteria, and have Asteria accept the application.
2. The registration for participation in this System is conditional on the integration of the products provided by the applicant and Gravio.

Article 4: Promotional Activities

1. Asteria may publicly announce the participation of Partners in this System and the integration of their products with Gravio in various marketing activities such as websites, sales materials, press releases, advertising media, and seminars.
2. In making the public announcement as per the previous paragraph, Asteria may use the Partner's trade name, product logos, and trademarks within the scope permitted by the Partner.

Article 5: Handling of Confidential Information and Personal Information

1. Asteria and the Partner agree to keep confidential all information disclosed in writing marked as confidential or identified as confidential at the time of oral or visual disclosure (hereinafter "Confidential Information"), not disclose or leak it to third parties, use it only for the purpose of performing this Agreement and individual contracts, and take reasonable measures to protect it as a good administrator. Additionally, neither Asteria nor the Partner shall reproduce any part or all of the Confidential Information beyond the necessary scope for performing this Agreement and individual contracts. However, information falling under the following items is not considered Confidential Information:
   • Information that is public knowledge or becomes public knowledge without violating this Article.
   • Information that is known legally without a confidentiality obligation.
   • Information received legally from a third party who can disclose it without a confidentiality obligation.
   • Information disclosed after the confidentiality obligation under this Agreement ends.
     
   • Information developed independently and legally by the recipient.
     
2. Asteria and the Partner shall handle the personal information of the other party obtained in connection with this System (meaning personal information as defined in the Act on the Protection of Personal Information; hereinafter "Personal Information") in accordance with the provisions of the Act on the Protection of Personal Information and take necessary reasonable measures to protect it.
3. The obligations of Asteria and the Partner specified in the previous two paragraphs remain valid for Confidential Information for three years after the termination of registration in this System, and for Personal Information even after the termination of registration in this System.

Article 6: Compensation for Damages

1. If Asteria or the Partner causes damage to the other party by violating the provisions of this Agreement, they shall compensate for the direct and actual damages incurred by the other party. In this case, neither Asteria nor the Partner shall be liable for special, indirect, incidental, derivative damages, or lost profits, regardless of whether they were foreseeable.

Article 7: Validity Period of Registration

1. The validity period of registration in this System is one year from the date of completion of registration based on Article 3. Unless either Asteria or the Partner notifies the other in writing of non-renewal at least one month before the expiration of the validity period, the registration will be renewed for another year under the same conditions, and the same shall apply thereafter.

Article 8: Cancellation of Registration

1. Partners who wish to cancel their registration in this System during the validity period may do so by notifying Asteria in writing at least one month before the desired cancellation date.

Article 9: Termination of Contract

1. Asteria and the Partner may immediately terminate this Agreement and individual contracts without notice if the other party falls under any of the following:
   • Violation of any terms of this Agreement that is not corrected within 30 days after notification.
   • Significant changes in assets, credit, or business due to mergers, dissolution, reduction of capital, cessation of business, or transfer or lease of all or significant part of the business.
   • Non-payment or insolvency of self-issued or accepted notes or checks.
   • Receiving petitions for provisional seizure, seizure, provisional disposition, compulsory execution, or auction, or being subject to bankruptcy, civil rehabilitation, or corporate reorganization proceedings.
     
   • Any other circumstances that make it difficult or impossible to perform this Agreement due to reasons attributable to the other party.
     
2. Even if this Agreement is terminated for any reason, individual contracts that have been concluded will remain valid unless separately terminated or canceled, and the terms of this Agreement will remain effective as long as they apply to the individual contracts.

Article 10: Prohibition of Transactions with Anti-Social Forces

1. Asteria and the Partner declare that they themselves (including officers) are not affiliated with anti-social forces (including but not limited to organized crime groups) and pledge not to engage in transactions or interactions with such affiliates.
2. If either Asteria or the Partner violates or is at risk of violating the previous paragraph, they may immediately terminate this Agreement and individual contracts without notice.

Article 11: Prohibition of Bribery

1. Asteria and the Partner pledge to comply with applicable laws and regulations related to the prohibition of bribery and corruption (including but not limited to Japan's Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act) and not engage in any acts contrary to them.

Article 12: Changes to the Agreement

1. If Asteria intends to change this Agreement, it will notify the Partner of the change, the content of the changed Agreement, and the effective date by sending an email to the email address registered by the Partner with Asteria. Unless the Partner cancels their registration in this System based on Article 8 by the effective date, they will be deemed to have agreed to the changed content, and the changed Agreement will apply thereafter.

Article 13: General Provisions

1. Neither Asteria nor the Partner may transfer or assign their rights or obligations under this Agreement to a third party or offer them as collateral without the prior written consent of the other party.
2. This Agreement is governed by and interpreted in accordance with the laws of Japan, and disputes related to this Agreement will be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
3. If there is any ambiguity in the interpretation of the provisions of this Agreement or matters not specified in this Agreement, Asteria and the Partner will resolve them through sincere discussions.