JAPAN Fes Terms & Conditions

Jforward Inc. (hereinafter, "Party A") sets forth the organizer responsible for hosting and operating JAPAN Fes (hereinafter, the "Event") in the relevant region (hereinafter, the "Organizer"). Party A permits the participation of corporations or individuals (hereinafter, "Party B" or the "Vendor") subject to the terms of these Terms of Participation (hereinafter, the "Terms"). Party B shall be deemed to have agreed to these Terms by applying for or participating in the Event.

Article 1 (Definitions)

• "Organizer" means the entity that hosts and operates the Event in the relevant region (including cases where Party A is the Organizer).

• "Guidelines" mean the policies, warnings, and specifications established separately by the Organizer, which may be revised from time to time, regarding operations, safety, health and hygiene, setup, tear-down, payment, sales, advertising and promotion, public relations, photography, and other matters.

• "Event Period" means the period from the preparation start time designated by the Organizer for the specific Event until the completion of the tear-down, including the display period on the official online channels associated with the Event.

Article 2 (Scope of Application and Priority)

1. These Terms shall apply to all Events conducted by the Organizer.

2. The priority of documents shall be: Individual Agreements (written/electronic) > These Terms > Guidelines > On-site Instructions. However, emergency instructions for securing the safety of personnel and equipment shall take absolute precedence.

3. The Organizer may issue instructions to Party B without prior notice to maintain on-site safety and public order. Party B shall comply with such instructions unconditionally.

4. Confidentiality and Restriction on Use

   • Confidential Information: All information (written, oral, or electronic) disclosed by one party to the other, including technology, business, pricing, customer, operational materials, and data. This includes information that is inherently confidential, regardless of whether it is marked as such.

   • Restricted Purpose: The receiving party shall use the Confidential Information solely for the purposes of application, preparation, implementation, settlement, and post-event response related to the Event and shall not use it for any other purpose.

   • Non-Disclosure: The receiving party shall not disclose or leak the Confidential Information to any third party. Sharing is permitted only with the minimum necessary officers, employees, contractors, and experts within the receiving party's organization. The receiving party shall impose equivalent confidentiality obligations on such persons and be responsible for their compliance.

   • Exceptions: Information that is (i) publicly known, (ii) rightfully possessed, (iii) legally obtained from a third party, or (iv) independently developed (the burden of proof is on the receiving party) shall not be considered Confidential Information.

   • Legal Disclosure: If disclosure is required by law or official request, it shall be limited to the minimum necessary, and the disclosing party shall be notified as promptly as possible in advance.

   • Non-Transfer of Rights: The rights to the Confidential Information shall remain with the disclosing party. No implicit license is granted.

   • In Case of Breach: The disclosing party may seek injunctions and corrective measures, and the receiving party shall compensate for all damages incurred (including reasonable attorney's fees). If a leak is discovered, the receiving party shall report it within 48 hours and cooperate in preventing its spread.

   • Consistency: This clause shall not prevent operational matters, safety measures, and legal compliance pursuant to Article 6 (Guidelines), or the Organizer's use of photography and public relations. These uses shall be deemed included in the purpose of use.

Article 3 (Compliance with Laws, Permits, and Approvals)

1. Party B shall comply with the applicable laws and administrative guidance of the host country/region (including health and hygiene, food, fire safety, tax, labor, consumer protection, personal information, intellectual property, import/export and customs, metrology and labeling, and safety standards), and shall obtain necessary permits, notifications, registrations, and insurance at its own expense and responsibility.

2. The Organizer may request Party B to submit/present permits, insurance, qualifications, inspection results, origin certificates, ingredient/allergen labeling, labels, price postings, employment/labor documents, etc., at any time, and Party B shall comply promptly.

3. If a violation by Party B is suspected, the Organizer may order Party B to suspend product display, cease operations, or leave the venue, or may withhold settlement, confiscate funds, or offset amounts (Article 12).

4. The Organizer or Party A may comprehensively or partially acquire/arrange certain permits, registrations, or licenses required in the host location (e.g., road occupancy, business operation, food hygiene, promotion, etc.; hereinafter, "Licenses").

   1. Party B shall comply with the conditions, restrictions, and compliance requirements attached to the Licenses (e.g., sales hours, serving methods, fire/sound/alcohol permissibility, posting obligations, etc.).

   2. Attribution of Responsibility: Responsibility for the Licenses shall, in principle, rest with Party A (or the Organizer). However, if administrative guidance, fines, penalties, business suspension, permit revocation, or claims from third parties, settlement payments, or other costs arise due to the act or omission of Party B, Party A (or the Organizer) may claim the total amount of damages (including direct/indirect damages, reasonable attorney's fees, investigation costs, correspondence personnel costs, and additional costs due to reputational damage) from Party B, and Party B shall pay this amount.

   3. Party A (or the Organizer) shall only be required to present reasonable documentation to prove the damages mentioned in the preceding paragraph, and Party B shall not object. Party A (or the Organizer) may offset amounts, withhold settlement, or appropriate the deposit based on Article 12.

   4. Party B shall obtain individual permits (e.g., liquor sales license, individual health authority permit, individual fire use permit, import/customs procedures, tax procedures, etc.) as necessary, at its own responsibility and expense, and ensure compliance with these Terms and the Guidelines.

Article 4 (Application, Screening, and Participation Confirmation)

1. Party B shall apply using the method specified by the Organizer. The Organizer shall decide on approval or disapproval at its sole discretion and shall not be obliged to disclose the reason.

2. Participation is confirmed upon verification of receipt of the participation fee, deposit, and other charges determined by the Organizer. If there is a delay in payment, non-payment, or deficiency, the Organizer may retroactively cancel the participation.

3. The Organizer may unilaterally suspend or cancel Party B's participation, even after confirmation, based on Party B's credit status, association with antisocial forces, or conformity with the Guidelines.

Article 5 (Venue, Booth, and Operations)

1. The Organizer may change Party B's booth location, area, layout, and shared facilities due to venue circumstances, safety, flow of movement, visitor conditions, weather, and other reasons.

2. Party B shall comply with the Guidelines and on-site instructions regarding setup, tear-down, goods management, crime prevention, disaster prevention, cleaning, waste disposal, noise, odor, drainage, fire, generators, power, loading/unloading, vehicle access, hazardous materials, and consideration for neighbors.

3. Party B shall operate in a manner that does not cause damage or nuisance to the venue, neighbors, other vendors, or visitors, and shall immediately follow the Organizer's instructions in case of congestion, accidents, or complaints.

4. The Organizer shall determine the availability, specifications, quantity, and setup/tear-down times for tents, tables, chairs, power, water supply, and drainage. The Organizer shall not be obliged to compensate for delays, shortages, or defects that may occur.

Article 6 (Guidelines)

1. The Organizer shall establish the "JAPAN Fes Guideline" (hereinafter, the "Guidelines") corresponding to each city and post it on the Web.

2. By applying or participating (including preparation, setup, sales, and tear-down), Party B shall be deemed to have agreed to the latest version of the Guidelines or the applicable version designated by the Organizer.

3. The Organizer may, at any time, change Party B's booth location, area, layout, loading/unloading times, etc., for reasons related to safety, flow of movement, weather, or administrative requests, and Party B shall comply unconditionally.

4. Party B shall comply with the Guidelines and on-site instructions. In the event of a violation or suspicion thereof, the Organizer may order immediate correction, temporary suspension, product display prohibition, or removal from the venue.

5. The Organizer may revise the Guidelines from time to time. However, Party B shall comply with the Guidelines in effect at the time of application. For region-specific requirements concerning food hygiene, fire safety, taxation, and permits, the Organizer shall document them in the Guidelines for each individual city, and Party B shall comply.

6. The Organizer may enter Party B's booth, back area, storage location, etc., request submission of documents, and issue corrective instructions to verify compliance with the Guidelines. Party B shall cooperate immediately.

7. Party B acknowledges that the Organizer retains the copyright to any photographs and videos taken by the Organizer, and that these may be used for the promotion of goods sold by the Organizer.

8. All copyrights, patent rights, utility model rights, trademark rights, design rights, and any other intellectual property rights related to photos, videos, text, and other information posted on the Web and social media managed and operated by the Organizer shall belong to Party A or a third party designated by Party A.

Article 7 (Contest Terms)

1. Party B shall comply with the amounts, menus, and serving conditions specified by the Organizer.

2. Contest rankings shall be determined based on rules set by the Organizer and shall generally not be disclosed.

3. If fraud is discovered, Party B's ranking shall be revoked. The start time may be changed due to venue circumstances, etc.

Article 8 (Cancellation Policy)

1. Cancellations due to Party B's circumstances shall comply with the cancellation policy set forth in the Guidelines by the Organizer.

2. Transfer fees and foreign exchange losses shall be borne by Party B.

Article 9 (Damages and Dispute Resolution)

1. Party B shall not engage in acts that violate laws, these Terms, the Guidelines, etc., acts that interfere with the Organizer's operation, false representation, acts leading to crime, or acts that the Organizer deems inappropriate.

2. If the Organizer determines that Party B is in violation of the preceding paragraph, the Organizer may terminate these Terms and request Party B to cease participation and leave the venue.

3. Party B shall compensate for all damages (including reasonable attorney's fees) caused to the Organizer, venue, other vendors, visitors, or others by the acts of Party B or its related parties.

4. Party B shall resolve disputes with third parties at its own responsibility and expense. The Organizer is not obliged to intervene but may do so if deemed necessary.

Article 10 (Disclaimer)

1. The Organizer shall not be liable for damages caused by reasons beyond the Organizer's reasonable control, such as immigration/entry, airline tickets, accommodation, travel, illness, injury, theft, loss, weather, administrative decisions, failure to meet visitor numbers/sales targets, equipment failure, power outages, or water supply interruptions.

2. Party B is responsible for the management of equipment and machinery loaned by the Organizer and shall handle them at its own risk, including poor weather conditions.

Article 11 (Exclusion of Anti-Social Forces)

1. Party B represents and warrants that it is not currently and will not in the future be involved with anti-social forces.

2. In the event of a violation or suspicion, the Organizer may, without notice, revoke participation approval, terminate the contract, remove Party B from the venue, withhold settlement, or confiscate funds.

Article 12 (Fees, Payment, Late Payment Charges, Offset, Settlement Withholding, and Deposit)

1. The Organizer shall determine the participation fee, additional equipment costs, power/water costs, cleaning/disposal costs, insurance, fees, taxes, currency, payment deadline, and method.

2. Payment Deadline for Invoices: Monies based on the invoice issued by the Organizer shall be paid by Party B within 10 business days from the invoice date.

3. In case of late payment by Party B, the Organizer may charge a late payment penalty of $14.6\%$ per annum (or the statutory maximum).

4. The Organizer may require Party B to provide a deposit and may appropriate this deposit in case of violations, damages, or non-payment.

5. The Organizer may, at any time, offset any debt owed to Party B against any debts, damages, penalties, or costs owed by Party B.

6. In the event of a complaint, accident, violation, claim of rights infringement, or other issues, the Organizer may withhold payment of the relevant funds for a maximum period of 180 days as a guideline.

Article 13 (Force Majeure, Schedule Change, Cancellation, etc.)

1. Due to force majeure events such as natural disasters, infectious diseases, war, terrorism, strikes, administrative actions, power outages, water supply interruptions, equipment failures, traffic disruptions, extreme weather, or major accidents, the Organizer may take measures such as changing the hosting method, shortening, postponement, cancellation, exclusion of spectators, venue change, or sales method change.

2. The Organizer shall not be liable for any decrease in visitor numbers/sales or increase in costs resulting from the measures in the preceding paragraph. Procedures for refunds, transfers, etc., shall be determined separately by the Organizer.

Article 14 (Prohibited Acts)

1. Prohibited acts include: violation of laws, these Terms, the Guidelines, or on-site instructions; unauthorized bringing of hazardous materials; false representation; exaggerated advertising; intellectual property infringement; discriminatory or offensive expression; nuisance; damage to the venue or equipment; reselling of tickets or coupons; and acts that harm the Organizer's honor or credibility.

2. Party B shall not perform ground attachment, screw/nail fastening, power splitting, water supply/drainage modification, or increase the intensity of smoke/odor without the written consent of the Organizer.

Article 15 (Indemnification, Compensation, and Subrogation)

1. Party B shall compensate for all damages and costs (including reasonable attorney's fees) incurred by the Organizer, venue, other vendors, visitors, etc., due to the actions of Party B or its officers, employees, contractors, or visitors.

2. If the Organizer receives a claim from a third party, the Organizer may seek indemnity from Party B. The Organizer may, at its discretion, settle, litigate, or take protective measures.

Article 16 (Disclaimer of Warranty)

1. The Organizer makes no warranty, express or implied, regarding the number of visitors, sales, weather, media exposure, social media effect, or any other outcome of the Event.

2. The Organizer shall not be liable for the resulting liability or the obligation to repair defects, delays, or shortages of venue facilities or rented items.

Article 17 (Term, Termination, and Suspension of Participation)

1. If Party B is found to have committed (1) a violation of law or a material breach of these Terms, (2) suspension of payment or bankruptcy, (3) involvement with anti-social forces, (4) false declaration, (5) a serious accident or complaint, or (6) a significant safety or health issue, the Organizer may, without notice, revoke participation approval, suspend participation, remove Party B from the venue, or terminate the contract.

2. In the case of the preceding paragraph, Party B cannot claim a refund of any paid fees. The Organizer may separately claim damages.

Article 18 (Subcontracting and Restriction on Assignment of Rights and Obligations)

1. The Organizer may subcontract operations, security, cleaning, payment processing, photography, advertising, etc., to third parties.

2. Party B shall not assign, pledge, or sublet its status, rights, or obligations under these Terms without the written consent of the Organizer.

Article 19 (Method and Timing of Notice)

1. Notice from the Organizer to Party B may be made via email, message, posting on the management screen, or publication on the Web, based on the information provided at the time of application, and shall be deemed to have reached Party B upon transmission. Party B shall promptly notify the Organizer of any changes to its contact information.

2. Important notices, when made by the method specified by the Organizer, shall take effect at the time of posting or delivery.

Article 20 (Amendment of Terms)

1. The Organizer may amend these Terms.

2. Amendments shall become effective upon posting on the Web or notification, and if Party B continues to apply or participate, Party B shall be deemed to have agreed to such amendments.

Article 21 (Governing Law, Jurisdiction, and Mandatory Provisions)

1. These Terms shall be governed by the laws of the State of New York.

2. All disputes related to these Terms and the Event shall be subject to the exclusive agreement jurisdiction of the courts of the State of New York as the court of first instance.

3. However, in parts that conflict with mandatory provisions of the law in the host location, the local mandatory provisions shall prevail to that extent, and the remainder shall remain valid.

Article 22 (Severability, Survival, and Interpretation)

1. Even if any part of the Terms is determined to be void, illegal, or unenforceable, the remaining provisions shall survive.

2. Articles 5, 6, 7 through 12, 13, 15, 16, Article 17 Paragraph 2, and Articles 18 through 21 shall survive the termination of the Event.

3. Headings are for convenience only and shall not affect interpretation. In the event of any doubt, the Organizer's interpretation shall take precedence.

Guidelines

• New York City