These Terms and Conditions (the "Terms") set forth the terms and conditions for the provision of the Service (as defined below), and the rights and obligations between us and our Customers. You must agree to the Terms by reading them in their entirety before using the Service.

Article 1 Scope

1. The purpose of the Terms is to set forth the terms and conditions for the provision of the Service and the rights and obligations between GII (as defined below) and the Customer (as defined below), and the Terms shall be applied to all aspects of the relationship between the Customer and GII in connection with the Service.
2. If there is any conflict between the Terms and individual contract or any other description regarding the Service not provided for herein, the Terms shall prevail.

Article 2 Definitions

For purposes of the Terms, the following terms have the following meanings.

1. "Service Agreement" means the agreement relating to the use of the Service to be executed under the terms and conditions of the Terms between GII and the Customer.
2. "IP Rights" means copyrights, patents, utility model rights, design rights, trademark rights and other intellectual property rights (including rights to obtain, or apply for registration of, such rights).
3. "GII" means Global Information, Inc..
4. "Website" means any such website as may be from time to time operated by GII, whose domain names are gii.co.jp, giiresearch.com, giikorea.co.kr, gii.tw, cn.gii.tw, giievent.jp, giievent.com , giievent.kr, giievent.tw and cn.giievent.tw.
5. "Customer" means any person or entity that has been registered as a user of the Service pursuant to Article 3 (Registration).
6. "Service" means the following services provided by GII:
   • The sale of Market Research Reports (hereinafter referred to as "Market Research Reports".)
   • Contracted business regarding customized studies
   • The sale of annual information services
   • Registrations and bookings for international conferences

Article 3 Registration

1. A person wishing to use the Service may apply to GII for registration to use the Service by agreeing to comply herewith.
2. Upon completion of the registration, the Service Agreement shall become effective between the Customer and GII, allowing the Customer to use the Service pursuant to the Terms.

Article 4 Individual Contract for Market Research Reports

1. Individual contracts for the sale of Market Research Reports between customers and GII (hereinafter referred to as the "individual contract".) are established only after the customer places an order of purchase and GII accepts the order.
2. GII will deliver the Market Research Report to the place specified in the individual contract by the date specified in the individual contract.
3. The customer shall inspect the quantity and quality of the Market Research Report delivered from GII without delay, and notify GII within 5 days after delivery in the case that any defect in quantity or quality exists.
4. GII will provide additional or alternative deliveries immediately and at its own expense for deliveries regarding which the customer has given notice of a defect after performing an inspection as described in the preceding paragraph. The Terms also apply to additional or alternative deliveries, assuming that the delivery date is the date of such an additional or alternative delivery.
5. When the notification described in Paragraph 3 of Article 4 is not made by the customer within five days after delivery, it will be deemed that the delivery has passed inspection and that the customer is satisfied with the quantity and quality of the Market Research Report delivered.
6. The ownership of the Market Research Report shall be transferred to the customer upon delivery to the customer.
7. In case there is a hidden defect that cannot be found by such an inspection as described in Paragraph 3 of Article 4, GII shall only provide an alternative delivery or refund the fee paid by the customer if the customer notifies GII within 6 months after delivery.

Article 5 Fees and Payment Conditions

1. In consideration of the use of the Service, the Customer shall pay to GII the fees as prescribed separately by GII and indicated on the Website, pursuant to the payment conditions as designated by GII.
2. If the Customer fails to pay the aforementioned fees when due and payable, it shall be obligated to pay a default penalty at the rate of 14.6% per annum.

Article 6 Prohibited Actions

When using the Service, the Customer may not conduct any act that falls under, or is determined by GII to fall under, any of the following:

1. acts that violate any laws or regulations, acts against public order and good morals or that are associated with criminal activity;
2. acts that place an excessive burden on the network or system of the Service;
3. acts that are likely to interrupt the operation of the Service;
4. acts to access the network or system of GII improperly;
5. acts to impersonate a third party, or acts of providing another person's personal information or false facts to GII;
6. acts to provide Antisocial Forces with profit;
7. acts that, directly or indirectly, cause or facilitate the acts listed in Items (1) through (6) above;
8. attempting to conduct any of the acts listed in Items (1) through (7) above; or
9. other acts that GII deems to be inappropriate.

Article 7 Ownership of Rights

1. Any and all IP Rights related to the Website and the Service are expressly reserved by GII or its licensor unless the customer and GII separately agree. Nothing contained herein shall be construed as granting to the Customer a license of the IP Rights related to the Website and the Service owned by GII or its licensor.

Article 8 Suspension of use etc.

1. If any of the following events arises in relation to a Customer, GII may, without prior notice or demand, (i) temporarily suspend the use by the Customer of the Service, or (ii) terminate Service Agreement and individual contracts:
   • The Customer fails to comply with any of the provisions hereof;
   • Any of the Information provided by the Customer is found to be false;
   • The Customer is subject to payment suspension or becomes insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure is filed against the Customer;
   • The Customer has not responded to inquiries from GII or other communications requiring a response for 30 days or more;
   • The Customer is determined by GII to (i) constitute an organized crime group or a member thereof, rightist organization, anti-social force, or other similar person or entity (collectively, "Antisocial Force"), or (ii) have any interaction or involvement with an Antisocial Force in any manner such as assisting or being involved in the maintenance, operation or management of an Antisocial Force by way of finance or other means; or
   • It is determined to be inappropriate by GII that the Customer continues to use the Service or to be registered as a Customer.
2. In any of the events set forth in Items of the preceding Paragraph, all amounts owed to GII by the Customer shall automatically become due and payable, and the Customer shall immediately pay to GII such amounts in full.

Article 9 Modification and Termination of Service

1. GII shall be entitled to at any time modify or terminate the Service at its own discretion.
2. GII shall notify in advance the Customer of any intended termination by GII of the Service.

Article 10 Disclaimer and Waiver of Warranties

1. Market Research Reports provided by GII contain information obtained from information sources that each research company believes to be accurate and reliable, and information generated by the relevant research company based on that information. GII MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (i) that the Service fits or is suitable for a particular purpose contemplated by the Customer, (ii) that the Service has expected functions, commercial value, accuracy or usefulness, (iii) that the use by the Customer of the Service complies with the laws and regulations or internal rules of industrial organizations that are applicable to the Customer, or (iv) that the Service will be free of interruption or defects.
2. Even if the Customer refers to the Service, the Customer shall make its own decisions based on its own final judgment, and GII shall not be responsible for Customer’s decisions based on the Service provided by GII.
3. GII shall not be liable for any damages incurred by the Customer in relation to the Service in excess of the amount of the consideration paid by the Customer to GII for the immediately preceding 12 months. UNDER NO CIRCUMSTANCES SHALL GII BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES, OR LOST PROFITS.
4. GII does not guarantee the quality, reliability or veracity of websites linked to or from the Website. The Customer uses the websites linked to or from the Website in accordance with the respective terms and conditions of those websites.

Article 11 Confidentiality

The Customer shall keep confidential any and all non-public information disclosed in relation to the Service by GII to the Customer for which GII, at such disclosure, requires of the Customer a confidential treatment, unless the Customer has obtained the prior written approval from GII.

Article 12 Treatment of Customer Information

1. Treatment by GII of the Customer's information shall be subject to the provisions of our Privacy Policy (http://www.giievent.com/privacy/), which is separately prescribed, and the Customer hereby agrees to treatment by GII of the Customer's information pursuant to such Privacy Policy.
2. GII may, at its sole discretion, use any information or data provided by the Customer to GII as statistical information in a form that cannot identify an individual, and the Customer may not raise any objection to such use or publication.

Article 13 Amendment

GII reserves the right to amend or change the Terms when GII finds it necessary. In the event of any amendment of or change to the Terms, GII shall publicly display the effective time and content of the amended or changed Terms by posting on the Website or in another appropriate way, or notify the Customer of the same. Notwithstanding the foregoing, GII shall obtain the Customer's consent in a manner specified by GII for any amendment of or change to the Terms that requires such consent under the applicable laws.

Article 14 Notice

1. Any communications or notices from the Customer to GII, including but not limited to inquiries with respect to the Service, and any communications or notices from GII to the Customer, including but not limited to notices concerning any amendment to the Terms, shall be made in accordance with the procedures specified by GII.
2. Any communication or notice made by GII that is addressed to the e-mail address provided by Customer shall be deemed to be received by the Customer.

Article15 Assignment

1. The Customer shall not assign, transfer, grant security interests on or otherwise dispose of the Service Agreement or its rights or obligations under the Terms without the prior written consent of GII.
2. In cases where GII transfers business regarding the Service to a third party, GII may, as part of such transfer, assign to the third party the Service Agreement, the rights and obligations of GII under the Terms, and the Registration Information and other information relating to the Customer, and the Customer hereby agrees to such transfer in advance. The transfer of business referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a GII split or any other form that would result in a business transfer.

Article 16 Severability

If any provision of the Terms or a part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.

Article 17 Governing Law and Jurisdiction

1. The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.
2. Any and all disputes arising out of or in connection with the Terms or the Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.