Nekowemon Character Licensing Service Terms of Use

==== Article 1 (Purpose) ====

1. Any corporation or individual wishing to commercially use Nekowemon characters and use this Service (hereinafter referred to as the “Licensee”) must enter into an agreement for the “Nekowemon Character Licensing Service.” The purpose of these Terms of Use is to establish the conditions that the Licensee must comply with and the details of each license with respect to the use of Nekowemon characters, names, logos, universe, and other related copyrighted works owned by iwemon store (hereinafter referred to as the “Company”) (collectively referred to as the “Character Materials”).

2. These Terms of Use establish the following license categories according to the manner in which the Licensee uses the Character Materials and set forth the applicable conditions of use for each category:

(1) Basic License
(2) Advertising Promotion License
(3) Content Monetization License
(4) Product Commercialization Project License
(5) Digital Commercialization Project License
(6) Event Project License
(7) Permanent Display Project License

3. Use of the Character Materials shall be limited to the scope expressly permitted under each License Agreement set forth in the preceding paragraph. The Licensee shall not engage in any use outside the permitted purpose, unauthorized reproduction, unauthorized modification, sublicensing to any third party, or any other act in violation of these Terms of Use.

4. These Terms of Use are based on the premise that all copyrights and other intellectual property rights relating to the Character Materials belong to the Company and do not transfer any such rights to the Licensee. Under these Terms of Use, the Licensee shall acquire only a non-exclusive right to use the Character Materials.

5. Any matters not provided for in these Terms of Use, or any matters for which questions arise regarding the interpretation of these Terms of Use, shall be discussed between the Company and the Licensee in order to ensure smooth operation.

==== Article 2 (Definitions) ====

The terms used in these Terms of Use shall have the following meanings:

1. “Character Materials” means all characters, names, logos, illustrations, designs, settings, universe, stories, and other related copyrighted works and representations created by the Company.

2. “Product” means any physical item produced using the Company’s characters, including toys, miscellaneous goods, apparel, household goods, food products, stickers, cards, and other similar items, as well as packaging for such items, including boxes, backing cards, bags, blister packaging, and other similar packaging. Whether Products are treated as the same Product or as separate Products shall be determined in accordance with the criteria for determining the number of Products set forth in Article 7, based on the identity of the character design and the essential nature of the Product, including the overall design impression or project intent.

3. “Digital Product” means digital-format content created using the Character Materials, including games, applications, image assets, audio, videos, animations, virtual items, UGC items, and other similar content. Where the essential nature of such content remains unchanged through version updates or similar modifications, the content shall be treated as one Digital Product. Where additional development is carried out as a new work, sequel, Vol. 2, or similar release, it shall be treated as a separate Digital Product. Where specification changes are required for different platforms, the content may also be treated as a separate Digital Product.

4. “Advertisement” means any promotional activity using the Character Materials and includes social media advertisements, web advertisements, digital advertisements, newspaper advertisements, and other similar media using paid advertising placements.

5. “Creative” means an individual advertising asset used as an Advertisement and shall be distinguished in accordance with the following criteria:

(1) Different aspect ratios
(2) Different color variations, including A/B testing
(3) Video and still images
(4) Materially different content or composition
(5) A carousel advertisement on social media shall be treated as one Creative

6. “Event” means an exhibition, sales event, campaign, pop-up store, workshop, or other similar event conducted for a limited period of time.

7. “Permanent Display” means the long-term or continuous display of Character Materials at commercial facilities, tourist facilities, cultural facilities, stores, or other locations.

8. “Deliverables” means product bodies, product packaging, promotional materials accompanying Products, promotional materials used at Events or Permanent Displays, including leaflets, flyers, brochures, and other similar materials, and display materials, including life-size panels, photo panels, banners, standing signs, tapestries, in-store decorations, and other similar materials, as well as digital-format deliverables created using the Character Materials, including image data, videos, audio, animations, digital distribution materials, in-application materials, materials for web publication, and other similar materials. Deliverables include not only completed products but also all outputs created for the purpose of distribution, dissemination, posting, or digital delivery.

9. “Minor POP Display” means a price display, in-store information display, simple banner, small-format notice, or other similar display that uses the Character Materials on a limited scale and may be used within the scope of the Basic License.

10. “Review” means the act of reviewing and approving whether the expression, design, or manner of use of the Character Materials conforms to the universe and image established by the Company.

11. “Project Application” means an application submitted by the Licensee to obtain the Company’s approval for the implementation of a plan or project using the Character Materials and which is subject to the usage fee for the Project License applicable to such project.

12. “Usage Period” means the period during which the Licensee is permitted to use the Character Materials under each License Agreement entered into pursuant to these Terms of Use and includes the effective term of each such License Agreement.

13. “Deliverable Review” means the act of the Company reviewing and approving whether the expression, specifications, and manner of use of a Deliverable created based on a Project Application conform to the universe and image established by the Company.

14. “Review Fee” means the fee paid by the Licensee to the Company as consideration for Deliverable Review.

15. Unless otherwise specified in these Terms of Use, any reference to “Review” shall mean Deliverable Review,

16. “Usage Fee” means the fee paid by the Licensee to the Company as consideration for the use of each License under these Terms of Use. The Usage Fee for a Project License includes the fee incurred based on a Project Application.

17. “Promotional Materials” means physical deliverables created using the Character Materials for announcement or promotional purposes, including leaflets, flyers, brochures, posters, POP displays, promotional boards, and other similar physical deliverables, as well as digital-format deliverables, including image data, videos, banners, social media materials, visuals for web publication, digital distribution materials, and other similar materials.

Promotional Materials shall be managed under the Product Commercialization Project License, Digital Commercialization Project License, Event Project License, or Permanent Display Project License, depending on the purpose for which they are created and the manner in which they are used, and may not be used solely under the Basic License.

Where Promotional Materials are not merely used incidentally in connection with a Product, Event, or similar activity, but are independently distributed, disseminated, provided, or made available for download, they shall be treated as a Product or Digital Product according to their form.

18. Image, video, or other materials created solely for publication on the Licensee’s official website, blog, social media posts, or similar channels, and which do not involve distribution through paid advertising placements, free distribution, downloadable provision, or any other similar form of provision, shall not be included in the definition of “Promotional Materials” under this Article and shall be handled within the scope of Article 5 (Basic License).

19. “Novelty Item” means a physical item or digital content distributed free of charge for sales promotion, advertising, campaigns, Events, or other similar purposes, and includes anything created using the Character Materials regardless of whether it is offered for consideration or free of charge. Regardless of the method of distribution, quantity, or whether a price is charged, a Novelty Item shall be treated as a “Product” under these Terms of Use. Where a Novelty Item is provided in digital form, including image data, videos, audio, wallpapers, stickers, codes, downloadable content, and other similar materials, it shall be treated as a “Digital Product” under these Terms of Use.

20. “Campaign” means a planned activity conducted using the Character Materials for sales promotion, awareness building, customer attraction, follower acquisition, or other similar purposes. A Campaign shall not automatically constitute an Event solely by virtue of being conducted. Depending on the content and manner of use of Deliverables created or provided in connection with the Campaign, including Novelty Items, digital content, and Promotional Materials, the Product Commercialization Project License, Digital Commercialization Project License, or Event Project License set forth in these Terms of Use shall apply.

21. “Unified Cat-face Design Identity Identity” means a foundational concept of Nekowemon and refers to the shared design identity that enables a character to be recognized as Nekowemon, encompassing not only facial features such as the eyebrows, eyes, nose, mouth, and whiskers, but also the character’s overall impression and recognizability.

22. “Base Avatar” means the Neco01 avatar provided by the Company and refers to an avatar having the basic structure that serves as the standard for character use on the applicable platform.

23. “Shared Avatar” means a group of avatars configured based on the Base Avatar and intended for shared use across games provided by multiple Licensees.

24. “Company Original Character” means an original character created or owned by the Licensee or a third party and created using a Unified Cat-face Design Identity Identity approved by the Company.

==== Article 2-2 (Guidelines, etc.) ====

1. The Company may separately establish user guidelines, brand guidelines, design guidelines, application procedures, FAQs, and other operational rules relating to this Service (collectively, the “Guidelines, etc.”) to the extent necessary for the operation of this Service or the application of these Terms.

2. The Guidelines, etc. shall constitute a part of these Terms, and the Licensee shall comply with them together with these Terms.

3. In the event of any conflict between these Terms and the Guidelines, etc., these Terms shall prevail. However, where the Company expressly provides in any Guidelines, etc. separately established for a specific license or service that such Guidelines, etc. shall prevail over these Terms, such Guidelines, etc. shall take precedence.

==== Article 3 (Intellectual Property Rights and Scope of Use) ====

1. All copyrights, trademark rights, design rights, and other intellectual property rights relating to the characters, names, logos, stories, images, illustrations, animations, designs, 3D models, and all other data provided through the Service shall belong to the Company.

2. The Licensee shall acquire a non-exclusive right to use the Character Materials within the scope of these Terms of Use and the purposes, media, and periods of use approved by the Company. Such right of use may not be transferred or sublicensed and shall be valid only when exercised by the Licensee itself.

3. Even where Deliverables approved by the Company, including Products, advertising materials, display materials, and digital materials, constitute derivative works based on the Character Materials as the original works, all copyrights and intellectual property rights derived from the Character Materials shall belong to the Company. However, any original expressions, compositions, presentations, programs, or other original elements independently created by the Licensee as part of such Deliverables shall belong to the Licensee.

4. Any use not expressly provided for in these Terms of Use, or any use exceeding the scope approved by the Company, shall require the Company’s prior written consent.

5. Even where the same Deliverable or materials created using the same Character Materials are used, if the originally approved purpose of use, manner of use, media, location of use, or monetization status changes, the Licensee shall separately obtain the applicable license set forth in these Terms of Use according to the revised use, including the Advertising Promotion License, Content Monetization License, Product Commercialization Project License, Digital Commercialization Project License, Event Project License, Permanent Display Project License, or any other similar license, and shall once again undergo the Company’s Application and Review procedures.

6. The provisions of this Article shall remain in full force and effect after termination of the License Agreement.

==== Article 4 (License Categories) ====

1. The licenses for use of the Character Materials under the Service shall consist of the following categories. The Licensee shall enter into the appropriate License Agreement according to its intended purpose of use:

(1) Basic License
(2) Advertising Promotion License (an Extended License of the Basic License)
(3) Content Monetization License (an Extended License of the Basic License)
(4) Product Commercialization Project License
(5) Digital Commercialization Project License
(6) Event Project License
(7) Permanent Display Project License

2. The Basic License is the fundamental license for the Licensee’s commercial use or online display of the Character Materials and must be obtained in order to use the Service.

3. The Advertising Promotion License is required when conducting advertising and promotional activities using the Character Materials, including social media advertisements, web advertisements, newspaper advertisements, and other similar activities.

4. The Content Monetization License is required when continuously or commercially monetizing videos or other content using the Character Materials.

5. The Product Commercialization Project License is required when producing and selling physical items using the Character Materials.

6. The Digital Commercialization Project License is required when using the Character Materials in games, applications, digital materials, or other similar digital-format content.

7. The Event Project License is required when using the Character Materials at exhibitions, sales events, campaign events, pop-up stores, or other similar limited-time events.

8. The Permanent Display Project License is required when installing Deliverables, including display materials using the Character Materials, on a long-term basis at commercial facilities, tourist facilities, stores, or other locations.

9. For any purpose of use not expressly specified in the license categories set forth in this Article, the Licensee shall consult the Company in advance and shall comply with the license category determined by the Company to be appropriate.

==== Article 5 (Basic License) ====

1. The Basic License is the fundamental license permitting use by the Licensee for the purposes of planning, creative expression, and communication, and includes the following uses:

(1) Development of plans and concepts
(2) Creation of visual materials, including illustrations and simple animations
(3) Posting on social media platforms, including Instagram, TikTok, YouTube, Facebook, and X
(4) Publication of the Character Materials on official websites, blogs, e-commerce websites, and similar channels
(5) Receipt of minor revenue to the extent that advertisements are automatically displayed in connection with video posts
(6) Use of Minor POP Displays, including price displays, in-store information displays, and simple banners

2. When engaging in any of the following uses, the Licensee must obtain the applicable Extended License or Project License designated by the Company.

Where the scope of use under such Extended License or Project License overlaps with the scope of use under the Basic License, the conditions set forth in the applicable higher-level license shall prevail:

(1) Product commercialization, including the production and sale of physical items, product packaging, apparel, toys, and miscellaneous goods
(2) Digital commercialization, including the creation and distribution or sale of games, applications, digital materials, and other similar content
(3) Promotional activities using paid advertising placements, including social media advertisements, web advertisements, and newspaper advertisements
(4) Activities that generate continuous or business-oriented revenue through third-party platforms, including YouTube and Roblox
(5) Use of Deliverables for display, distribution, or decoration at Events
(6) Use of Deliverables for long-term or continuous Permanent Displays at facilities or similar locations

3. The Basic License is intended for the publication or posting of Deliverables using the Character Materials for viewing or watching purposes and, regardless of whether a Campaign is involved, does not include the distribution, provision, or making available of such Deliverables to third parties in downloadable form.

4. A Campaign as referred to in the preceding paragraph includes the provision to third parties of prizes, Novelty Items, benefits, or other similar physical items or digital content, regardless of the purpose of the Campaign.

Where Deliverables using the Character Materials are created or provided in connection with a Campaign, the Licensee shall separately obtain a Product Commercialization Project License, Digital Commercialization Project License, or Event Project License, depending on the content and manner of use of such Deliverables.

==== Article 6 (Extended License) ====

1. An “Extended License” means an additional license required to use the Character Materials for advertising purposes or to engage in continuous or business-oriented monetization beyond the scope of use permitted under the Basic License.

2. Use under an Extended License shall be permitted only to a Licensee that has validly obtained a Basic License.

==== Article 6-2 (Advertising Promotion License) ====

1. The Advertising Promotion License means an Extended License required to distribute or publish Advertisements using the Character Materials or to conduct other similar promotional activities.

2. For use under this Article, one advertising Creative shall be treated as one Deliverable. Where an advertising Creative is provided as a Novelty Item, downloadable material, Product, or Digital Product, or is used as a distributed item at an Event or similar activity, the Licensee shall separately obtain a Product Commercialization Project License, Digital Commercialization Project License, Event Project License, or other applicable license according to the form in which it is provided. On the other hand, where digital materials created under the Basic License or a Project License are distributed or published for advertising purposes, such use shall be treated as advertising use under this Article.

3. For use under this Article, the number of Character Materials used in an Advertisement shall not be a factor in determining the conditions of use or calculating the usage fee.

4. When using an advertising Creative under this Article, the Licensee shall undergo the Application and Review procedures designated by the Company for each such advertising Creative.

5. The period of use under this Article shall be governed by the period of use applicable to Extended License as set forth in Article 9.

6. Use under this Article shall, in principle, be provided on a fixed-fee basis. However, where approved by the Company, the Company may permit spot use on a pay-per-use basis for an individual advertising Creative.

7. Advertising use on a spot (pay-per-use) basis permitted pursuant to the proviso of the preceding paragraph shall not constitute a Product Commercialization Project License, Digital Commercialization Project License, Event Project License, or Permanent Display Project License and shall be treated as use under the Advertising Promotion License pursuant to this Article.

8. Use under this Article does not automatically permit the production, sale, or distribution of Deliverables. Where the Licensee wishes to engage in any such activity, the Licensee shall separately obtain the applicable Project License designated by the Company.

9. This Article shall apply where Advertisements are distributed or published and shall not automatically restrict the creation of images, videos, or other materials, or their publication solely on the Licensee’s own website or social media channels, where no advertising distribution or publication is involved. However, where such materials are distributed or published using paid advertising placements, the Application and Review procedures under this Article shall be required.

10. Notwithstanding the preceding paragraph, even where Character Materials are not directly used in an advertising Creative, if the Advertisement is placed for the purpose of directing users to a website, landing page, Product page, e-commerce page, or other content displaying or otherwise using the Character Materials, such Advertisement shall be deemed advertising use under this Article and shall require the Application and Review procedures designated by the Company.

11. Where the Licensee communicates information through third-party media or external services by means of press releases, distributed articles, influencer posts, sponsored articles, or other similar methods using the Character Materials, and such publication or distribution is carried out through payment of consideration, a request, guaranteed placement, or any other similar arrangement, such activity shall constitute advertising use under the Advertising Promotion License and shall require the Application and Review procedures set forth in this Article.

12. Notwithstanding the preceding paragraph, ordinary communication of information by the Licensee through a website, blog, or social media account operated by the Licensee shall not be subject to this Article and may be conducted within the scope of Article 5 (Basic License), provided that such communication does not involve distribution through paid advertising placements or a request to a third party.

13. Under the Advertising Promotion License pursuant to this Article, the Licensee shall not distribute, publish, or place an Advertisement using the applicable advertising Creative before the Company has completed its Review of such advertising Creative.

14. The Advertising Promotion License under this Article shall be limited to use for the purpose of distributing and publishing Advertisements online or through media and does not automatically permit the production or use of Promotional Materials in the form of printed or distributed materials, including leaflets, flyers, brochures, posters, and other similar materials. Where such Promotional Materials are produced or used, the Licensee shall separately obtain a Product Commercialization Project License, Event Project License, or Permanent Display Project License, depending on the purpose and manner of use.

15. Where the Licensee places an Advertisement without submitting the Application required under this Article, the Company may suspend the relevant advertising activities or terminate the License Agreement and may also claim compensation for any damages suffered by the Company.

==== Article 6-3 (Content Monetization License) ====

1. The Content Monetization License means an Extended License required where videos, streams, or other similar content using the Character Materials are used for the purpose of generating continuous or business-oriented revenue through a platform or service provided by a third party by means of advertising revenue, streaming revenue, viewing rewards, or other similar methods.

2. The Content Monetization License shall apply where digital content is monetized through a third-party platform and shall not apply to the sale of physical goods through Amazon or other similar merchandise sales platforms.

3. Use under this Article shall be permitted only to a Licensee that has validly obtained a Basic License.

4. The Content Monetization License permits the act of generating revenue from content using the Character Materials through advertising displays, platform monetization features, or other similar methods and does not automatically permit the sale, distribution, or provision of such content in downloadable form.

5. Where content using the Character Materials is sold for a fee, provided in downloadable form, or otherwise distributed as a product in and of itself, such content shall constitute a Digital Product, and the Licensee shall separately obtain a Digital Commercialization Project License.

6. Notwithstanding the preceding paragraphs, where the Licensee distributes or sells Digital Products and generates revenue within a website, application, or system operated by the Licensee itself, such activity shall not be subject to the Content Monetization License and shall instead be governed by the provisions of the Digital Commercialization Project License.

7. In connection with use under this Article, any act of allowing a third party to use all or part of content created by the Licensee, providing such content to a third party, or allowing such content to be reproduced, secondarily used, or redistributed shall constitute sublicensing and shall be prohibited under these Terms of Use.

However, this shall not apply where the Company has given its prior written consent.

8. In connection with use under this Article, the creation of content itself shall not, in principle, require a prior Application or Review.

However, where the Company determines that the content is likely to materially harm the universe, brand image, or reputation of the Character Materials, the Company may require modification, removal from public access, or suspension of use.

9. The period of use under this Article shall be governed by the period of use applicable to Extended License as set forth in Article 9.

10. Every three months, the Licensee shall report the amount of revenue generated during the applicable period in the manner designated by the Company and shall pay royalties based on the percentage determined by the Company. The reporting obligation shall continue even where no revenue has been generated, in which case the royalty amount shall be JPY 0.

11. When reporting revenue, the Licensee shall submit platform revenue reports, screenshots of administrative dashboards, or any other materials reasonably requested by the Company. Where the Licensee refuses to submit such materials without justifiable grounds, the Company may deem that a false report has been made.

12. Where the Licensee violates this Article, the Company may suspend the relevant use, terminate the License Agreement, and claim compensation for damages.

==== Article 7 (Product Commercialization Project License) ====

1. The Service shall apply where the Licensee uses the Character Materials to produce and sell Products (meaning physical goods such as toys, miscellaneous goods, apparel, household goods, food products, stickers, cards, and other similar items; hereinafter referred to as the “Products”).

2. The standard license period for a Product Commercialization Project shall be three (3) months. The usage fee shall be calculated using the following formula:

One (1) Deliverable × Number of Characters Used × License Period (Three (3) Months)

Where multiple characters are used, the usage fee shall be the aggregate amount calculated according to the number of characters used.

The determination of the number of Products shall be made in accordance with the following criteria:

(1) Where the character design is identical and the essential nature of the Product (including its overall design impression or project concept) is the same, differences in color, size, or other variations shall be treated as the same Product.

(2) Notwithstanding the preceding item, a Product shall be treated as a separate Product where any of the following applies:

① A change in color scheme that affects the appearance or impression of the character.
(Examples: a black T-shirt with a white print and a white T-shirt with a black print.)

② A Product having different shapes, materials, or specifications and treated as a separate product line.
(Examples: different sizes of soft vinyl figures, different molded colors, special color editions, etc.)

③ A limited edition or a Product distributed as a separate product line.

④ Any other case where the Company determines that the commercial nature of the Product is clearly different.

(3) Where it is difficult to determine whether Products are the same or separate under the foregoing criteria, the Company may make such determination after comprehensively considering the product plan, differences in design, prevailing market practices, and other relevant factors, and the Licensee shall comply with such determination.

3. Upon entering into the Product Commercialization Project License Agreement, the Licensee shall declare to the Company the planned shipment quantity or planned production quantity of the Products for the relevant project and shall pay royalties calculated in accordance with the following formula:

Planned Shipment Quantity or Planned Production Quantity × Unit Price × 3%

Where a Minimum Guarantee (“MG”) has been established, the Licensee shall pay whichever is greater: the royalty amount calculated in accordance with the foregoing formula or the Minimum Guarantee (“MG”) separately determined by the Company.

Where the actual shipment quantity or production quantity exceeds the quantity originally declared after the execution of the Product Commercialization Project License Agreement, the Licensee shall notify the Company before making any additional shipment or production and shall pay additional royalties calculated based on the excess quantity.

4. Submission of supporting sales documentation, including invoices, delivery slips, screenshots of sales management systems, or other equivalent evidence, shall be mandatory.

Where the Licensee refuses, without justifiable grounds, to submit such supporting documentation, the Company may deem that a false report has been made, immediately terminate this Agreement, and claim compensation for any damages suffered by the Company.

5. Where the Licensee wishes to continue selling the Products beyond the standard license period of this Project, the Licensee may extend the license period by obtaining the Company’s prior approval and paying an additional usage fee for each additional three (3)-month period.

6. Products created under this Project may be sold solely for the purposes approved under the applicable Project. Where the Licensee intends to use such Products for purposes other than those approved, including use of the product packaging for other purposes, use as promotional materials, advertising, exhibition at events, or any other similar use, the Licensee shall separately obtain the applicable Extended License or Project License (including, without limitation, an Event Project License or a Permanent Display Project License).

7. Where, in connection with the commercialization of Products under this Article, any material change to the product specifications, any modification that impairs the character design, or any expression inconsistent with the Nekowemon Universe is identified, the Company may require the Licensee to revise or resubmit the relevant materials. However, the Company’s review and approval shall not impose an excessive burden on the Licensee.

8. Where the Licensee manufactures additional Products without authorization, continues to use the Products beyond the approved sales period, or commits any other material breach, including the submission of false reports, the Company may immediately terminate this Agreement and claim any unpaid royalties together with compensation for damages.

9. Under this Product Commercialization Project, the Company may establish a Minimum Guarantee (“MG”) after comprehensively considering the scale of the Project, the selling price of the Products, the anticipated sales volume, and other relevant factors.

The Minimum Guarantee (“MG”) shall be payable separately from the usage fee and shall not be refundable, even where the royalty amount is less than the applicable Minimum Guarantee (“MG”).

The amount of the Minimum Guarantee (“MG”) and the applicable payment terms shall be determined by the Company and presented in a separate quotation for each individual Project.

10. The usage fee, Minimum Guarantee (“MG”), royalties, payment schedule, and all other applicable terms and conditions shall be determined based on a quotation separately presented by the Company after taking into consideration the Project details, the number of Deliverables, the license period, the sales method, the territory of use, and any other relevant circumstances.

11. Where the Licensee wishes to extend the license period, the Company may review the amount of the Minimum Guarantee (“MG”) after taking into consideration the previous sales performance, the manner of use, the scale of sales, and any other relevant circumstances.

Where the Company revises the amount of the Minimum Guarantee (“MG”), the revised amount shall be determined through consultation between the Company and the Licensee.

12. Where, in connection with a Product Commercialization Project under this Article, the Licensee produces and distributes Novelty Items (free promotional items) that are not intended for sale, such Novelty Items shall be treated as Deliverables ancillary to the applicable Project.

However, where all of the following conditions are satisfied, such Novelty Items shall not be subject to any additional usage fee arising from an extension of the license period for the Product Commercialization Project:

(1) They are distributed in limited quantities.

(2) Distribution is completed within the license period or upon the commencement of sales.

(3) They are neither redistributed nor reproduced after the license period has been extended.

13. Where any of the conditions set forth in the preceding paragraph are not satisfied, and the Licensee redistributes, additionally produces, or newly produces any Novelty Items after the extension of the license period, such Novelty Items shall be treated as new Deliverables, and the Licensee shall separately obtain the applicable Project License designated by the Company.

==== Article 7-2 (Digital Commercialization Project License) ====

1. This Article shall apply where the Licensee uses the Character Materials to create and distribute Digital Products (meaning games, applications, wallpapers, electronic books, stickers, voice content, videos, Virtual YouTuber (VTuber) content, and any other similar digital products; hereinafter referred to as “Digital Products”).

This Project License shall also apply where the Licensee generates revenue from Digital Products solely within an application or game that is provided and operated by the Licensee.

Where the Licensee generates revenue through a platform provided by a third party, the Licensee shall separately obtain the Content Monetization License set forth in Article 6-3.

2. The standard license period for a Digital Commercialization Project shall be three (3) months.

The usage fee shall be calculated in accordance with the following formula:

One (1) Deliverable (Title) × Number of Characters Used × License Period (Three (3) Months)

The usage fee under this Service shall be determined based on the number of titles covered by the Agreement, the number of Characters used, and the license period, and shall not vary according to the number of versions of the Digital Product created and distributed by the Licensee or the number of updates thereto.

3. With respect to the treatment of Characters used in a Deliverable referred to in the preceding paragraph, where the fundamental design of the same Character (including the facial structure, proportions, silhouette, and other essential elements of the Character) is maintained, differences in appearance, including changes in color, costume, equipped items, or any other similar modifications, shall, in principle, be treated as the same Character.

4. Where the Licensee, for the purpose of distributing or selling a Digital Product, publishes a store page, product page, or any other similar listing relating to the Digital Product on a platform provided by a third party (including Steam, application stores, and any other similar platforms) or on the Licensee’s own website or any similar website, such publication shall constitute preparatory activities for the distribution or sale of the Digital Product as of the time of such publication and shall be subject to the Digital Commercialization Project License set forth in this Article.

5. The “store page, product page, or other similar listing” referred to in the preceding paragraph shall include thumbnails, store images, icons, Discover images, and other visuals used for the purpose of displaying or introducing the Digital Product, and such materials shall be included within the applicable Digital Commercialization Project.

6. All listings set forth in the preceding paragraph shall be subject to this Article, regardless of whether the applicable Digital Product is offered for a fee or free of charge, or whether it is still under development.

7. Where the Licensee wishes to extend the license period, the Licensee may extend the license period without limitation by obtaining the Company’s prior approval and paying an additional usage fee for each three-month period.

8. The Licensee shall submit a sales report every three (3) months regarding revenue generated within an application or game provided and operated by the Licensee itself under this Project License and shall pay royalties calculated by applying the separately prescribed royalty rate to the revenue generated during the applicable period.

Even where no revenue has been generated, the Licensee’s obligation to submit a royalty report shall remain in effect, and the royalty amount shall be JPY 0.

However, where a Minimum Guarantee (“MG”) has been established, the Licensee shall pay the Minimum Guarantee (“MG”) applicable to the relevant period.

The Licensee shall be required to submit supporting sales documentation, including platform sales reports, screenshots of administrative dashboards, and other similar materials. Where the Licensee refuses to submit such documentation without justifiable grounds, the Company may deem that a false report has been made, immediately terminate this Agreement, and claim any unpaid royalties and compensation for damages.

9. Under this Digital Commercialization Project, the Company may establish a Minimum Guarantee (“MG”) after taking into consideration the scale of distribution, the territory of distribution, the revenue structure, the details of the Project, and any other relevant circumstances.

The amount of the Minimum Guarantee (“MG”) and the applicable payment terms shall be determined by the Company and presented in a separate quotation for each individual Project.

10. The Minimum Guarantee (“MG”) shall be payable separately from the usage fee. Where the royalty amount is less than the applicable Minimum Guarantee (“MG”), no refund or reduction shall be made.

Where the royalty amount exceeds the applicable Minimum Guarantee (“MG”), the Licensee shall pay only the portion of the royalty that exceeds the Minimum Guarantee (“MG”), and the Licensee shall not be required to pay both the Minimum Guarantee (“MG”) and the royalty in duplicate.

11. The details of the royalty reporting and settlement procedures for Projects for which a Minimum Guarantee (“MG”) has been established shall be governed by the conditions separately presented by the Company, and the Licensee shall comply with such conditions.

12. Where the Licensee wishes to extend the license period, the Company may review the amount of the Minimum Guarantee (“MG”) after taking into consideration the previous sales performance, the manner of use, the scale of distribution, and any other relevant circumstances.

Where the Company revises the amount of the Minimum Guarantee (“MG”), the revised amount shall be determined through consultation between the Company and the Licensee.

13. The usage fee, Minimum Guarantee (“MG”), royalties, payment schedule, and all other applicable terms and conditions shall be determined based on a quotation separately presented by the Company after taking into consideration the Project details, the number of Deliverables, the license period, the distribution method, the territory of use, and any other relevant circumstances.

14. Digital Products created under this Service may be used solely for the purposes of creating, distributing, and operating the approved Digital Products.

Such Digital Products shall not be converted or used for any other purpose, including commercialization as physical products, use on product packaging, use in advertisements, use at Events or Permanent Displays, or any other similar purpose.

Where the Licensee wishes to make any such use, the Licensee shall consult the Company in advance and shall separately obtain the applicable Extended License and Project License, including, without limitation, the Product Commercialization Project License, Advertising Promotion License, Event Project License, or Permanent Display Project License.

15. Where the Licensee commits any material breach of the preceding paragraph, including use for an unauthorized purpose, unauthorized conversion, unauthorized distribution, or any other similar act, the Company may order the Licensee to cease such use, immediately terminate this Agreement, and, in addition to claiming any unpaid usage fees and unpaid royalties, seek compensation for damages, including, where appropriate, an amount equivalent to the estimated royalties.

16. Where, in connection with a Digital Commercialization Project under this Article, the Licensee produces and distributes Novelty Items (free promotional items) that are not intended for sale, such Novelty Items shall be treated as Deliverables ancillary to the applicable Project.

However, where all of the following conditions are satisfied, such Novelty Items shall not be subject to any additional usage fee arising from an extension of the license period for the Digital Commercialization Project:

(1) They are distributed in limited quantities.

(2) Distribution is completed within the license period or upon the commencement of distribution or sales.

(3) They are neither redistributed nor reproduced after the license period has been extended.

17. Where any of the conditions set forth in the preceding paragraph are not satisfied, and the Licensee redistributes, additionally produces, or newly produces any Novelty Items after the extension of the license period, such Novelty Items shall be treated as new Deliverables, and the Licensee shall separately obtain the applicable Project License designated by the Company.

==== Article 7-3 (Resale and Reissue of Products) ====

1. Where the Licensee resells the same Product (including any remaining inventory) after the expiration of the license period for the Product Commercialization Project, or reissues and sells such Product as a reissue edition, such use shall not constitute an extension of the license period and shall instead be treated as a new Product Commercialization Project.

2. In the case set forth in the preceding paragraph, the Licensee shall submit an application in the form prescribed by the Company and obtain the Company’s approval before commencing the resale or reissue sale.

3. In the case of a resale or reissue sale pursuant to the preceding two paragraphs, where the Product, including its design, specifications, Character Materials used, and manner of use, is completely identical to that previously approved by the Company, the Company may, in principle, waive a further Review.

However, where the Company determines that it is necessary, the Company may require a further Review.

4. Notwithstanding the preceding paragraph, because any resale or reissue sale shall be treated as a new Product Commercialization Project, the Licensee shall pay the applicable usage fee prescribed by the Company.

==== Article 7-4 (Redistribution and Resale of Digital Products) ====

1. Where, after the expiration of the license period for a Digital Commercialization Project, the Licensee redistributes, resells, republishes, or otherwise makes the applicable Digital Product available for download, such use shall not constitute an extension of the license period and shall instead be treated as a new Digital Commercialization Project.

2. In the case set forth in the preceding paragraph, the Licensee shall submit an application in the form prescribed by the Company and obtain the Company’s approval before commencing such redistribution or resale.

3. Due to the nature of Digital Products, changes in the manner of use may result in dissemination to third parties or continuous availability for use. Accordingly, the Company shall, in principle, conduct a further Review prior to any redistribution or resale.

4. Any redistribution or resale pursuant to the preceding paragraphs shall be treated as a new Digital Commercialization Project. Accordingly, the Licensee shall pay the applicable usage fee and comply with the royalty terms prescribed by the Company.

5. The Licensee shall not, without the Company’s prior approval, keep any Digital Product publicly available after the expiration of the license period or otherwise make such Digital Product available for download by any third party.

==== Article 7-5 (Territory of Sale and Distribution) ====

1. This Article shall apply commonly to all use under Article 7 (Product Commercialization Project License) and Article 7-2 (Digital Commercialization Project License).

2. Products or Digital Products created, sold, or distributed under the applicable Project License may be used only within the territory approved by the Company.

3. The sales territory for Products under the Product Commercialization Project License shall, in principle, be managed on a country-by-country or region-by-region basis. The Licensee shall not sell, distribute, or circulate such Products outside the approved sales territory.

4. The distribution territory for Digital Products under the Digital Commercialization Project License shall, in principle, be limited to the country or region in which the Licensee is located.

5. Notwithstanding the preceding paragraph, where the Licensee wishes to distribute Digital Products worldwide or to multiple countries or regions, the Licensee shall submit an application to the Company in advance and obtain the Company’s approval.

6. In connection with an application under the preceding paragraph, the Company may verify or impose conditions regarding the distribution method, distribution platform, target territories, or any other matters it deems necessary.

==== Article 7-6 (Prohibition on the Issuance of NFTs and Similar Digital Assets) ====

The Licensee shall not issue, sell, distribute, publish, or engage in any similar activity involving NFTs (Non-Fungible Tokens) using the Company’s characters, names, logos, universe, visual assets, or any other Character Materials.

However, this shall not apply where the Company has expressly granted its prior written consent and a separate agreement has been executed between the Company and the Licensee.

==== Article 7-7 (Use on the Roblox Platform and Similar Platforms) ====

1. This Article shall apply where the Licensee creates, publishes, or operates games, applications, virtual spaces, or any other similar digital content (hereinafter referred to as “Roblox Content”) using the Character Materials on Roblox or any other similar user-generated game platform (hereinafter referred to as the “Applicable Platform”).

2. Where the Licensee creates, publishes, or operates Roblox Content as set forth in the preceding paragraph, the Licensee shall obtain the following licenses:

(1) Basic License

(2) Content Monetization License

(3) Digital Commercialization Project License

3. Roblox Content shall constitute a “Digital Product” under these Terms of Use and shall, in principle, be treated as one (1) Deliverable for each Experience (game service).

Even where multiple Places, stages, worlds, or any other similar spaces exist within the same Experience, they shall ordinarily be treated as a single Deliverable.

4. The Company shall provide the Neco01 Avatar as the Base Avatar for use on the Applicable Platform.

The group of avatars configured based on the Base Avatar (hereinafter referred to as the “Shared Avatars”) is intended to be used commonly across games provided by multiple Licensees.

5. Shared Avatars may be sold within the Roblox Content operated by each Licensee, and any revenue generated from such sales shall belong to the Licensee operating the applicable Roblox Content.

6. By using Shared Avatars, players may move between Roblox Content provided by multiple Licensees while continuing to use the same Character.

7. The Licensee shall create the 3D models of Characters for use on the Applicable Platform by either of the following methods:

(1) Using the Ecosystem Model provided by the Company.

(2) Using a Custom Model created by the Licensee and approved through the Company’s Review process.

8. The Ecosystem Model shall serve as the foundation for ensuring compatibility as Shared Avatars and maintaining consistency throughout the Ecosystem.

Custom Models shall be used for the purpose of expressing each Licensee’s own creative vision and differentiating its unique world setting.

9. The Licensee may create and sell clothing, equipment, items, visual effects, and any other similar elements (hereinafter referred to as “Assets”) within the Roblox Content operated by the Licensee.

10. The Assets referred to in the preceding paragraph are intended for use solely within the applicable Roblox Content and are not intended to be shared with or used interchangeably in Roblox Content operated by other Licensees.

11. Where the Licensee sells avatars using Character Materials (including Ecosystem Models and Custom Models), such sales shall be limited to the Roblox Content operated by the Licensee.

12. For the purpose of promoting the distribution and recognition of Shared Avatars based on the Ecosystem Model, the Company may offer such Shared Avatars on Roblox’s official marketplace (the “Marketplace”).

13. The sale of such Shared Avatars on the Marketplace shall, in principle, be limited to the Company. The Licensee shall not list or sell such Shared Avatars on the Marketplace without the Company’s prior consent.

14. The Licensee may list or sell avatars based on Custom Models on the Marketplace only with the Company’s prior approval.

15. When using the Character Materials on the Applicable Platform, the Licensee shall comply with the Character Guidelines established by the Company and shall maintain the identity of the Characters.

16. Prior to creating and publishing Roblox Content, the Licensee shall obtain the Company’s prior project approval and, before publication, shall obtain the Company’s final Review and approval.

17. In operating Roblox Content, the Licensee shall maintain the brand image and universe of the Character Materials.

Where the Company determines that any Roblox Content is inappropriate, the Licensee shall comply with the Company’s instructions requiring modification, removal from public access, or suspension of use.

18. Upon expiration of the license period for Roblox Content, the Licensee shall cease publishing such Roblox Content.

However, where approved by the Company, the Licensee may continue to make such Roblox Content publicly available, provided that all monetization functions have been disabled.

19. Any matters not provided for in this Article shall be governed by these Terms and the Guidelines, etc. set forth in Article 2-2.

==== Article 7-8 (Use in Crowdfunding) ====

1. This Article shall apply where the Licensee uses a crowdfunding platform or any other similar service (hereinafter referred to as the “Applicable Service”) to conduct fundraising, pre-order sales, or any other similar activities (hereinafter collectively referred to as “Crowdfunding”) in connection with a Product Commercialization Project or a Digital Commercialization Project.

2. Where the Licensee conducts Crowdfunding, the Licensee shall submit a Project Application in advance and obtain the Company’s Project Approval.

3. Upon obtaining the Project Approval set forth in the preceding paragraph, the Licensee may publish the Crowdfunding page.

4. Before commencing fundraising, pre-order sales, or any other similar solicitation activities, the Licensee shall obtain the applicable Product Commercialization Project License or Digital Commercialization Project License corresponding to the relevant Deliverables.

5. Images, computer-generated images (CG), promotional visuals, and any other materials displayed on a Crowdfunding page shall, in principle, not be included as Deliverables under these Terms of Use.

However, such materials shall be subject to the Company’s Review for the purpose of verifying character representation and brand consistency.

6. During the Crowdfunding period, the Licensee shall not add any new Deliverables that have not been approved through the Project Approval process.

7. Crowdfunding-exclusive color variations, exclusive rewards, exclusive merchandise, and any other Deliverables that differ from the standard Deliverables shall be treated as separate Deliverables.

8. With respect to Crowdfunding conducted for a Product Commercialization Project, royalties shall, in principle, be calculated based on the total amount of crowdfunding support at the time the Products are shipped.

9. With respect to Crowdfunding conducted for a Digital Commercialization Project, royalties shall, in principle, be calculated based on the total amount of crowdfunding support at the time the support rewards are provided or the Digital Products are officially released.

10. After the official release, official operation, or commencement of any other continuous use of a Digital Commercialization Project referred to in the preceding paragraph, royalties shall thereafter be calculated in the same manner as provided in Article 7-2, based on the revenue generated during each applicable license period.

11. The total amount of crowdfunding support referred to in the preceding paragraphs shall include the gross amount of support received before deduction of platform service fees, payment processing fees, or any other applicable charges imposed by the Applicable Service.

12. Even where the Crowdfunding campaign is unsuccessful or the Products are not manufactured or shipped, or the Digital Products are not officially released for any other reason, the usage fee and Review Fee shall nevertheless be payable where the Character Materials have been used through activities including the submission of a Project Application, the obtaining of Project Approval, the Company’s Review, or the publication of the Crowdfunding page.

However, where the Products are not manufactured or shipped, or the Digital Products are not officially released, no royalties shall be payable.

13. Upon expiration of the license period, the Licensee shall not, in principle, continue to display the Crowdfunding page or any other content that the Company determines constitutes continued use.

However, this shall not apply where, due to the specifications of the Applicable Service, such page or content cannot be deleted or made private.

==== Article 7-9 (Company Original Character) ====

1. This Article shall apply where the Licensee creates, uses, commercializes, digitally commercializes, uses for advertising purposes, or otherwise uses a Company Original Character.

2. A Company Original Character shall be created in accordance with the Unified Cat-face Design Identity Identity and the Nekowemon Brand Concept established by the Company.

3. A Company Original Character shall be subject to the Company’s Project Approval, structural review, registration, and Review.

4. Upon registering a Company Original Character, the Licensee shall pay the Company Original Character Registration Fee separately prescribed by the Company.

5. The Registration Fee referred to in the preceding paragraph shall include the structural review and registration review conducted at the time of registration of the Company Original Character, and no separate Review Fee shall be payable in connection with such registration.

6. The copyright and any other intellectual property rights relating to the original elements of a Company Original Character shall, in principle, belong to the applicable Licensee or other rightful owner.

7. Notwithstanding the preceding paragraph, all rights relating to the Unified Cat-face Design Identity, the Nekowemon Brand Concept, and any other design elements or the universe owned by the Company shall remain reserved by the Company.

8. With respect to a Company Original Character, the Licensee shall not, without the Company’s prior written consent, apply for or obtain trademark registration, design registration, or any other similar intellectual property rights with respect to the Unified Cat-face Design Identity, the Nekowemon Brand Concept, or any other design elements or the universe owned by the Company.

9. The Licensee shall not, without the Company’s approval, modify the Unified Cat-face Design Identity, the Nekowemon Brand Concept, or any other core design elements of a Company Original Character.

10. Where the Licensee uses a Company Original Character in Roblox Content, the Character shall be created in accordance with the Ecosystem Model provided by the Company or any other specifications applicable to Shared Avatars.

11. In the case set forth in the preceding paragraph, the Roblox-compatible 3D model, avatar specifications, conversion design, and any other Deliverables relating to Roblox compatibility shall be subject to the Company’s Review.

12. A Company Original Character may participate in the Nekowemon Avatar Ecosystem.

13. Notwithstanding the preceding paragraph, a Company Original Character may, in principle, be used only within content operated or licensed by the applicable Licensee and shall not, without the Company’s approval, be shared with or used in content operated by another Licensee or in any third-party content.

14. Any commercialization, digital commercialization, advertising use, or any other use of a Company Original Character shall be subject to the applicable license provisions set forth in these Terms of Use.

15. Upon termination of the Basic License or any agreement that constitutes a prerequisite for the use of a Company Original Character, the Licensee shall no longer create any new use of the Company Original Character.

16. In the case set forth in the preceding paragraph, the Licensee shall discontinue the use of the Company Original Character in Products, Digital Products, Advertisements, and any other use.

However, this shall not apply where otherwise provided in these Terms of Use or where separately approved by the Company.

17. Following termination of the Agreement, the Licensee shall not use the Company Original Character or any character substantially similar thereto.

Furthermore, the Licensee shall not create any new character incorporating the Unified Cat-face Design Identity, the Nekowemon Brand Concept, or any other design elements or the universe owned by the Company.

==== Article 8 (Event Project License) ====

1. This Article shall apply where the Licensee uses the Character Materials to conduct exhibitions, sales events, pop-up stores, campaign events, workshops, or any other similar temporary events (hereinafter referred to as an “Event”).

2. The usage fee for this Project shall be calculated on the basis of one (1) agreement per Event, taking into consideration the number of Deliverables and the number of Characters used in each Deliverable.

3. For the purposes of this Article, “Deliverables” means display items or decorative items using the Character Materials, including photo panels, life-size panels, standing signs, banners, large display boards, tapestries, interior decorations, and any other similar items.

Where multiple Characters are used in a single Deliverable, the number of Characters used in such Deliverable shall be counted cumulatively for the purpose of calculating the applicable usage fee.

4. This Project shall apply to Events conducted within a period of up to three (3) months, and one (1) agreement shall be concluded for each Event.

The usage fee shall be the same regardless of the duration of the Event.

However, where the relevant display items continue to be used after the conclusion of the Event, such use shall be deemed to constitute a Permanent Display, and the Licensee shall separately obtain a Permanent Display Project License.

5. Display items created under this Project may be used only for the applicable Event.

They shall not be used for any other Event, Permanent Display, Advertisement, Product Commercialization, or any other similar purpose.

Where the Licensee wishes to use such display items for any other purpose, the Licensee shall separately obtain the applicable Project License.

6. The Licensee shall submit the composition of the display items, layout proposals, visual materials, and any other relevant materials to the Company for Review.

However, such Review shall not impose an excessive burden on the Licensee, and any minor printing adjustments or adjustments required due to on-site circumstances shall be made at the Licensee’s own responsibility.

7. The Licensee may voluntarily submit materials relating to the implementation of the Event, including photographs of the exhibition, venue layouts, photographs showing the installation of display items, and any other similar materials.

However, where the Company determines that it is necessary, the Company may require the submission of such supporting materials, and the Licensee shall not refuse such request without justifiable grounds.

Where the Licensee refuses to submit such materials without justifiable grounds, the Company may deem that a false report has been made, immediately terminate this Agreement, and claim compensation for damages.

8. Where, after approval of this Project, the Licensee performs any of the following acts without the Company’s authorization, the Company may immediately terminate this Agreement and claim compensation for damages:

(1) Adding additional display items.

(2) Extending the Event period.

(3) Modifying the Characters or making inappropriate use of the Character Materials.

(4) Unauthorized use of the display items at another Event or as a Permanent Display.

(5) Any other material breach contrary to the purpose of this Article.

9. Upon completion of the Event, the Licensee shall, at its own responsibility and expense, remove, dispose of, or store the display items created under this Project.

The Company shall bear no costs or other liability whatsoever in connection therewith.

==== Article 8-2 (Permanent Display Project License) ====

1. This Article shall apply where the Licensee uses the Character Materials to install display items on a continuous basis for a specified period or longer at commercial facilities, tourist facilities, retail stores, cultural facilities, or any other similar locations (hereinafter referred to as a “Permanent Display”).

2. The usage fee for this Project shall be calculated on the basis of one (1) agreement for each three (3)-month license period, taking into consideration the number of Deliverables and the number of Characters used in each Deliverable.

3. For the purposes of this Article, “Deliverables” means display items using the Character Materials, including photo panels, life-size panels, standing signs, banners, large display boards, tapestries, interior decorations, and any other similar items.

Where multiple Characters are used in a single Deliverable, the number of Characters used in such Deliverable shall be counted cumulatively for the purpose of calculating the applicable usage fee.

4. Minor POP displays, including price displays and in-store information displays, shall not be treated as Permanent Displays and shall instead be permitted under the Basic License.

However, where the Company determines that such POP displays are not minor in nature, the Company may require the Licensee to obtain a Permanent Display Project License.

5. Display items created under this Project may be used only at the locations and during the period approved by the Company.

Relocation to another location, use at Events, use as advertising materials, use on product packaging, or any other similar use shall not be permitted.

Where the Licensee wishes to make any such use, the Licensee shall separately obtain the applicable Project License.

6. The Licensee shall submit the display plan, design proposals, installation layout, and any other relevant materials to the Company for Review.

However, such Review shall not impose an excessive burden on the Licensee, and any minor adjustments shall be made at the Licensee’s own responsibility.

7. Where the Company determines that it is necessary, the Licensee shall submit materials relating to the implementation of the Permanent Display, including photographs showing the installation of the display items, drawings indicating their installation locations, records relating to operational status, and any other similar materials.

Where the Licensee refuses to submit such materials without justifiable grounds, the Company may deem that a false report has been made, immediately terminate this Agreement, and claim compensation for damages.

8. Where the Licensee wishes to continue the Permanent Display beyond the standard license period for this Project, the Licensee may extend the license period by obtaining the Company’s approval and paying an additional usage fee for each additional three (3)-month period.

9. Where the Licensee commits any of the following acts, the Company may immediately terminate this Agreement and claim compensation for damages:

(1) Adding display items without authorization.

(2) Extending the installation period without authorization.

(3) Modifying the display items or using them in a manner that impairs the Nekowemon Universe.

(4) Relocating the display items to a location other than the approved installation location.

(5) Any other material breach contrary to the purpose of this Article.

10. The installation, removal, maintenance, and management of the display items under this Project shall be carried out at the Licensee’s own responsibility and expense.

The Company shall bear no responsibility whatsoever for any costs, accidents, or other liabilities arising therefrom.

==== Article 8-3 (Nekowemon Land) ====

1. This Service shall apply where a Licensee plans, produces, or operates a facility, Event, or other similar space in which visitors can experience the world of Nekowemon by using the Company’s Characters, etc. (hereinafter referred to as “Nekowemon Land”).

2. Where Nekowemon Land is held for a limited period, Article 8 (Event Project License) shall apply. Where Nekowemon Land is installed or operated on a continuing basis, Article 8-2 (Permanent Display Project License) shall apply.

3. Each experiential content offering, Production, product, Digital Content, or other similar use implemented within Nekowemon Land shall be subject, according to its nature, to the applicable license and Project License prescribed in these Terms.

4. Revenue generated from the provision of food and beverages for consumption within a food and beverage establishment shall not be subject to sales royalties.

5. Food, beverages, and other products using the Characters, etc. that are intended for takeaway or retail sale shall be subject to the Product Commercialization Project License and to the provisions governing Product Commercialization Projects set forth in Article 7.

6. The Licensee shall obtain the Company’s supervision with respect to the plans, Productions, operational methods, and any other matters relating to Nekowemon Land that the Company deems necessary.

7. The operational methods, experiential content offerings, production standards, safety management, and other operational matters relating to Nekowemon Land shall be governed by the “Nekowemon Land Operation Guidelines” separately established by the Company.

==== Article 9 (Sales and License Period) ====

1. The license period for the Basic License provided under these Terms of Use shall be one (1) year. Automatic renewal and termination procedures shall be governed by the provisions of Article 10.

2. The Advertising Promotion License and the Content Monetization License, which are Extended License of the Basic License, shall, in principle, be provided on a fixed-fee basis, and their license period shall be one (1) year.

However, where approved by the Company, the Advertising Promotion License may be provided on a pay-per-use basis.

Automatic renewal and termination procedures shall be governed by the provisions of Article 10.

3. The standard license period for the Product Commercialization Project, the Digital Commercialization Project, and the Permanent Display Project shall be three (3) months and shall be calculated from the commencement date separately specified for each Project.

4. The license period for an Event Project shall correspond to the event period approved by the Company and shall be treated as one (1) Event regardless of the number of times the Event is conducted during such approved event period.

5. Where the Licensee wishes to continue using the Character Materials beyond the license period specified in this Article, the Licensee shall obtain the Company’s prior approval.

Where such approval is granted, the Licensee shall pay an additional usage fee (extension fee).

Where the Licensee extends the license period without authorization, the Company may immediately terminate this Agreement and claim compensation for damages.

6. Upon expiration of the applicable license period, the Licensee shall immediately cease all use of the Character Materials and shall not convert, reuse, distribute, or display any Deliverables (including promotional materials, display items, Products, or any other similar materials).

Where the Licensee wishes to continue such use after expiration of the license period, the Licensee shall enter into an additional agreement or a new agreement separately prescribed by the Company.

7. Notwithstanding the preceding paragraph, with respect to Products that have already been placed into commercial distribution under a Product Commercialization Project, excluding sales on consignment, sales by retailers or other distributors may continue for the ordinary course of retail business.

However, where the Licensee reproduces or additionally manufactures such Products for the purpose of maintaining inventory, the Licensee shall enter into an additional agreement.

8. The license periods set forth in this Article shall not be modified due to any postponement of an Event, changes to advertising schedules, changes to product release dates, or any other circumstances attributable to the Licensee, unless otherwise approved by the Company.

9. Where any use in violation of this Article is identified, the Company may immediately require the Licensee to cease such use and, where necessary, terminate this Agreement and claim compensation for damages.

==== Article 10 (Fees and Payment Methods) ====

1. In using this Service, the Licensee shall pay the usage fees, Registration Fees, Review Fees, royalties, and any other fees separately prescribed by the Company.

2. The usage fees for the Basic License and each Extended License shall be charged on a monthly basis, and the Licensee shall make payment by credit card or any other payment method designated by the Company.

3. The Usage Period for the Basic License and each Extended License shall be one (1) year.

4. During the Usage Period, the Licensee shall pay the prescribed monthly usage fee.

5. Even where the Licensee terminates the Agreement before the expiration of the Usage Period, the Licensee shall remain obligated to pay the usage fees for the remainder of the Usage Period.

6. Unless the Licensee completes the prescribed non-renewal procedure on or before the expiration date of the Usage Period, the Basic License and each Extended License shall be automatically renewed.

7. Where the Licensee wishes to discontinue automatic renewal, the Licensee shall complete the prescribed procedure by the deadline designated by the Company.

8. The license period for each Project License shall be three (3) months, and the Licensee shall pay the usage fee separately prescribed by the Company for each applicable Deliverable.

9. The fees relating to the Project Licenses, Review Fees, Company Original Character Registration Fees, and any other fees payable under an individual agreement shall be paid in accordance with the procedures separately prescribed by the Company.

10. Where royalties or any other revenue-based fees become payable, the Licensee shall submit sales reports and make payment within the period and in the manner designated by the Company.

11. The Company may revise the usage fees, Registration Fees, Review Fees, and any other fee schedules.

12. Where the Company confirms any failure of payment, non-payment of usage fees, or any other violation of these Terms of Use, the Company may suspend the Licensee’s right to use the applicable licenses.

13. During the suspension period, the Licensee shall not engage in any planning, production, sale, distribution, advertising, monetization, or any other use involving the Nekowemon Characters.

14. Suspension of the Licensee’s right to use the licenses shall not extinguish any obligations that accrued prior to such suspension.

==== Article 10-2 (Timing of Payment of Project Usage Fees) ====

1. Within seven (7) days from the date on which the Company grants Project Approval for the applicable Project, the Licensee shall pay the applicable Project usage fee by the payment method designated by the Company.

2. The license period for a Project License shall be three (3) months.

3. The Licensee may commence production under the applicable Project only after payment of the usage fee referred to in the preceding paragraphs has been completed.

4. The sale of Products, distribution of Digital Products, placement of Advertisements, use at Events, Permanent Displays, and any other similar use under a Project License may commence only after both the Company’s final Review and payment of the usage fee referred to in the preceding paragraph have been completed.

5. Where any of the activities referred to in the preceding paragraph is carried out before payment of the applicable usage fee has been completed, the Company may deem such activity to constitute a breach of this Agreement and may terminate the Agreement, claim compensation for damages, or take any other measures it deems necessary.

==== Article 10-3 (Application for Extension of License Period and Additional Usage Fees) ====

1. Where the Licensee wishes to extend the license period, the Licensee shall submit an application for such extension no later than fourteen (14) days prior to the expiration of the applicable license period.

2. Within seven (7) days after submitting the application, or by such other deadline separately designated by the Company, the Licensee shall pay the additional usage fee applicable to the extension. Until the Company confirms receipt of such payment, use during the extended license period shall not be permitted.

3. Where the Licensee submits an application for extension after the expiration of the applicable license period, the Company may, after taking into consideration the nature of the use, the Deliverables, the manner of use, and any other relevant circumstances, determine whether to permit continuation under the same Project or require a new application and a further Review as a separate Project.

==== Article 10-4 (Timing of Royalty Payments) ====

With respect to the Content Monetization License, the Digital Commercialization Project License, and any other use for which royalties are settled on a periodic reporting basis, the Licensee shall pay the applicable royalties within seven (7) days after the end of each reporting period.

The timing for payment of royalties relating to the Product Commercialization Project License shall be governed by Article 7, Paragraph 3 and the quotation or estimate separately presented by the Company.

==== Article 10-5 (Measures in the Event of Late Payment) ====

1. Where payment of any usage fee, royalty, or any other amount payable under this Agreement has not been confirmed by the applicable due date, the Company may suspend the commencement or continuation of the applicable Service or Project.

2. Where payment has not been made within a reasonable period thereafter, the Company may terminate the applicable Service and Project Agreement.

3. The Company may, where appropriate, claim compensation for damages.

==== Article 10-6 (No Refunds) ====

1. Any usage fees, Registration Fees, Review Fees, royalties, or any other amounts paid under this Agreement shall not be refunded, except where the Company has acted with willful misconduct or gross negligence.

2. Even where the Basic License or any Extended License is terminated before expiration of the Usage Period, the Licensee shall remain obligated to pay the usage fees for the remainder of the Usage Period.

==== Article 10-7 (Payment Currency) ====

1. All payments shall be processed in Japanese Yen (JPY).

2. Payments may be converted into the local currency by a financial institution or payment service provider. The final amount charged may vary depending on the applicable exchange rate, international transaction fees, or any other applicable charges.

==== Article 10-8 (Taxes) ====

1. Unless otherwise expressly stated, all usage fees and other amounts set forth in this Service, the applicable Usage Guidelines, or any other materials provided by the Company are exclusive of taxes.

2. Where the Licensee uses this Service in Japan, the Licensee shall separately pay Japanese Consumption Tax and any other taxes imposed under applicable laws and regulations in addition to the applicable usage fees.

3. Where the Licensee uses this Service outside Japan, the Licensee acknowledges that Value Added Tax (VAT), Digital VAT, or any other taxes imposed under the laws of the Licensee’s jurisdiction or any other applicable laws may apply.

4. The applicability of taxes, applicable tax rates, and methods of calculation under the preceding paragraphs shall be determined based on the Licensee’s location, applicable laws and regulations, and the determination made by the relevant payment service provider or financial institution. Where taxes are calculated, collected, or displayed by the payment service provider, such calculation, collection, and display shall prevail. The Company shall bear no responsibility for any fluctuation in the amount of such taxes.

5. The Licensee shall be solely responsible for the payment of any taxes, foreign exchange conversion differences, international transaction fees, or any other similar charges arising under this Article.

==== Article 11 (Prohibited Acts) ====

1. In using the Character Materials, the Licensee shall not engage in any of the following acts:

(1) Any use exceeding the scope authorized by the Company or any use for unauthorized purposes.

(2) Unauthorized reproduction, modification, alteration, adaptation, or editing of the Character Materials.

(3) Sublicensing, assigning, lending, or sharing the Character Materials with any third party.

(4) Using Deliverables through media, for purposes, or at locations other than those approved by the Company.

(5) Any act that damages the brand image, reputation, credibility, or universe of the Company’s Characters.

(6) Any act in violation of applicable laws, public policy, or accepted social standards.

(7) Any use involving violence, discrimination, sexually explicit content, political activities, religious activities, or anti-social forces.

(8) Any use that causes confusion with or creates the mistaken impression of any third party’s characters, trademarks, brands, or similar assets.

(9) Using Deliverables before obtaining the Company’s approval or failing to comply with the Company’s Review requirements.

(10) Making false reports or concealing information relating to royalty reports or supporting documentation.

(11) Unauthorized extension of the license period, unauthorized additional production, or unauthorized additional distribution.

(12) Any act in violation of the restrictions on the use of artificial intelligence set forth in Article 16.

(13) Any other act in violation of these Terms of Use or any individual agreement.

2. Where the Licensee violates the preceding paragraph, the Company may, by giving notice to the Licensee, immediately take any of the following measures:

(1) Order the suspension of the use of the Character Materials.

(2) Require the removal, deletion, or recall of the Deliverables.

(3) Immediately terminate the applicable Project or this Agreement.

(4) Claim compensation for any damages suffered by the Company, including reasonable attorneys’ fees.

3. The provisions of this Article shall survive the termination or expiration of this Agreement.

==== Article 11-2 (Project Application Fees and Review Fees) ====

1. Where the Licensee submits Deliverables using the Character Materials for application and Review under a Project License or an Advertising Promotion License, the Licensee shall pay the Application Fee and Review Fee separately prescribed by the Company.

2. Even where the Company does not approve the use of the applicable Deliverables as a result of the application and Review process, the Company shall not refund any Application Fee or Review Fee already paid.

3. Where, after submission of an application, the Company determines that substantial modifications are required, the application shall be treated as a new application, and the Licensee shall again pay the applicable Application Fee and Review Fee.

4. The Application Fee and Review Fee shall be paid by the method designated by the Company no later than the deadline separately specified by the Company after receipt of the application.

The Company shall commence the Review process only after confirming receipt of the Application Fee and Review Fee.

5. Where necessary, the Company may request the submission of additional materials or revisions, and the Licensee shall cooperate with such requests.

6. Due to the nature of certain Deliverables, the Company may conduct content verification or Review during the production process.

7. Any Review conducted pursuant to the preceding paragraph shall be deemed part of the Review process for the applicable Deliverable, and, in principle, the Application Fee and Review Fee shall be charged only once for each Deliverable.

8. Where substantial changes are made to the production content, specifications, expressions, or any other material elements, and the Company determines that the Deliverable constitutes a new Deliverable, such Deliverable shall be treated as a new application, and the Licensee shall again pay the applicable Application Fee and Review Fee.

==== Article 12 (Termination of Agreement) ====

1. Where the Licensee violates these Terms of Use, or where the Company determines that any of the following circumstances applies, the Company may, upon giving notice to the Licensee, immediately terminate all or part of the Basic License, the Extended License, and the Project License:

(1) Failure to pay any usage fees, additional usage fees, royalties, or any other amounts prescribed by the Company by the applicable due date.

(2) Engaging in any act prohibited under these Terms of Use.

(3) Failure to comply with the Company’s Review instructions or requests for revisions, and failure to remedy such non-compliance.

(4) Submission of false information or concealment of sales or usage information.

(5) Unauthorized reproduction, modification, conversion, additional production, or additional distribution of the Character Materials.

(6) Material damage to the brand image, reputation, or credibility of the Company’s Characters.

(7) Discovery that the Licensee has any relationship with anti-social forces.

(8) Any other material reason for which the Company determines that continuation of the Agreement is inappropriate.

2. The Licensee may terminate the Basic License in accordance with the prescribed termination procedures. However, even where termination occurs before the expiration of the Usage Period, any usage fees already paid shall not be refunded.

3. Each Project License shall terminate upon expiration of its applicable contract period. No refund shall be made in the event of voluntary termination before expiration, and the Licensee shall remain obligated to pay all usage fees through the expiration of the applicable contract period.

4. Upon termination or expiration of this Agreement, the Licensee shall immediately cease all use of the Character Materials and shall take the following measures:

(1) Delete or make private any social media posts, website content, advertisements, or any similar materials.

(2) Cease the use of any Deliverables relating to Product Commercialization, Digital Commercialization, Advertisements, or display items.

(3) Remove, recall, or dispose of any Deliverables where requested by the Company.

5. Even after termination or expiration of this Agreement, the Licensee shall remain subject to the following obligations:

(1) Payment of royalties, additional fees, and any unpaid amounts accrued during the Usage Period.

(2) Confidentiality obligations under Article 13.

(3) Obligations relating to the protection of intellectual property rights under Article 3.

(4) Liability for damages under Article 15.

6. Termination or expiration of this Agreement shall not prejudice either Party’s right to claim compensation for damages.

==== Article 13 (Confidentiality) ====

1. The Licensee shall not disclose or divulge to any third party any business, technical, or commercial information of the Company obtained in connection with this Agreement (hereinafter referred to as the “Confidential Information”).

Confidential Information includes, without limitation, the following:

(1) Unpublished information, production data, and reference materials relating to the Character Materials provided by the Company.

(2) Review details, revision instructions, internal specifications, and unpublished plans.

(3) Usage Periods, fee schedules, and quotation amounts.

(4) Any information expressly designated by the Company as confidential.

(5) Any other information that is not publicly available.

2. Notwithstanding the preceding paragraph, the following information shall not constitute Confidential Information:

(1) Information that is already publicly known.

(2) Information lawfully obtained from a third party having the right to disclose such information.

(3) Information that the Licensee can demonstrate was independently developed or lawfully obtained by the Licensee.

(4) Information required to be disclosed pursuant to applicable laws or regulations, or by order of a court or other governmental authority.

3. Where paragraph (2)(4) applies, the Licensee shall promptly notify the Company and, after consultation with the Company, make reasonable efforts to protect the Confidential Information to the fullest extent possible.

4. The confidentiality obligations set forth in this Article shall survive the termination or expiration of this Agreement for a period of five (5) years.

5. Where the Licensee violates this Article, the Company may claim compensation for any damages suffered as a result of such violation.

==== Article 14 (Disclaimer) ====

1. These Terms of Use shall be governed by the Japanese language version, which shall constitute the official and controlling version.

The English version, Chinese versions, and any other translated versions of these Terms of Use are provided solely for convenience and reference. In the event of any inconsistency or conflict between the Japanese version and any translated version, the Japanese version shall prevail.

2. The Company makes no representations or warranties, whether express or implied, with respect to the Character Materials or this Service, including, without limitation, any warranties as to completeness, accuracy, usefulness, fitness for a particular purpose, continuous availability, or any other matter.

3. The Company shall not be liable for any damages suffered by the Licensee or any third party arising from any of the following:

(1) Defects in the Character Materials, delays in their provision, changes to specifications, updates, or any similar circumstances.

(2) Inability to use the Service or malfunctions caused by communication networks, servers, terminal environments, or similar factors.

(3) Changes to specifications, suspension, or malfunctions of external services, including social media platforms, application stores, and game platforms.

(4) Force majeure events, including natural disasters, fires, power outages, infectious diseases, amendments to applicable laws, or any other similar events.

(5) Operational errors, inadequate settings, or breaches of management obligations by the Licensee.

(6) Damages arising from the Company’s Review decisions or design revision instructions made in the exercise of its reasonable discretion.

4. The Company makes no guarantee whatsoever regarding sales, advertising effectiveness, customer attraction, or any other economic benefit relating to the Licensee’s Deliverables, including Products, Advertisements, display items, or Digital Products.

5. The Company shall bear no responsibility whatsoever for any disputes, claims, or damages arising between Licensees or between a Licensee and any third party. The Licensee shall resolve such matters at its own responsibility and expense.

6. The Company shall not be liable for any damages suffered by the Licensee arising from any temporary interruption of this Service due to technical or operational reasons.

7. The provisions of this Article shall not apply where the Company has acted with willful misconduct or gross negligence.

==== Article 15 (Compensation for Damages) ====

1. Where the Licensee violates these Terms of Use and causes damage to the Company, the Licensee shall compensate the Company for all damages suffered by the Company, including reasonable attorneys’ fees.

2. The damages referred to in the preceding paragraph shall include, without limitation, the following:

(1) An amount equivalent to the estimated royalties arising from unauthorized use, unauthorized additional production, unauthorized distribution, or use beyond the applicable license period.

(2) Damages arising from impairment of the brand or defamation.

(3) Costs incurred by the Company in responding to claims asserted by third parties.

(4) Damages arising from violations of the Review requirements or false reporting.

(5) Loss of profits suffered by the Company, including usage fees, royalties, or any other amounts that the Company would otherwise have received.

3. Even where the Licensee suffers damages as a result of the Company’s suspension of this Service or termination of this Agreement, the Company shall not be liable for such damages unless the Company has acted with willful misconduct or gross negligence.

4. Where the Licensee becomes involved in any dispute with a third party, such dispute shall be resolved at the Licensee’s own responsibility and expense. Where the Company suffers any damages as a result thereof, the Licensee shall compensate the Company for such damages.

5. The obligations to compensate for damages under this Article shall survive the termination or expiration of this Agreement.

==== Article 16 (Use of AI Technologies) ====

1. For the purposes of these Terms of Use, “AI Training” means the training, retraining, additional training, fine-tuning, LoRA, or any other similar adjustment of AI models, the creation, provision, or sharing of datasets, or any other activity that contributes to or affects the improvement of an AI model’s capabilities.

2. Inference processing, auxiliary processing, or automated processing performed using AI models or algorithms that have already been trained (hereinafter referred to as “AI Inference Use”) shall not constitute AI Training as defined in the preceding paragraph.

3. The Licensee may use AI Inference Use as an auxiliary tool for the purpose of improving production efficiency, reducing manual work, or providing technical assistance during the production process.

4. AI Inference Use referred to in the preceding paragraph includes, without limitation, retopology assistance, mesh optimization, UV assistance, rigging assistance, noise reduction, rendering assistance, background generation, and any other similar production support processes.

5. The Licensee shall not use AI technologies as the primary means of creating the essential elements of the Character Materials, including character designs, facial features, facial expressions, modeling, elements affecting the overall impression of the Characters, or the core visual features of the Worldview.

6. The Licensee shall not use all or any part of the Character Materials for the purpose of AI Training.

7. Even where AI technologies are used, the Licensee shall remain solely responsible for the final Deliverables, including their expression, quality, consistency with the Worldview, legal compliance, and whether they infringe any third-party rights.

8. Where the Company reasonably determines that the use of AI technologies violates this Article, the Company may require the applicable Deliverables to be resubmitted or recreated. In such event, any subsequent Review shall be treated as a new Review.

9. When using AI Inference Use, the Licensee shall use reasonable efforts to utilize AI technologies only under settings or contractual terms that prevent the input data from being used for AI Training.

==== Article 17 (Governing Law and Jurisdiction) ====

1. The formation, validity, performance, and interpretation of this Agreement shall be governed by the laws of Japan, excluding its conflict of laws principles.

2. Any dispute arising between the Company and the Licensee in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Japan having jurisdiction over the location of the Company’s principal place of business as the court of first instance.

3. Where any dispute arises in connection with this Agreement, the Company and the Licensee shall, before commencing litigation or any other legal proceedings, make good-faith efforts to resolve such dispute through mutual consultation.

==== Article 18 (Non-Assignment) ====

1. The Licensee shall not, without the Company’s prior written consent (including consent given by electronic means such as e-mail), assign, transfer, delegate, sublicense, subcontract, permit the use of its name, or otherwise dispose of or transfer, in whole or in part, its contractual position or any of its rights or obligations under this Agreement to any third party, except for Outsourced Production permitted under Article 18-2.

2. Where the Licensee permits a third party to use the Character Materials under this Agreement in violation of the preceding paragraph, the Company may treat the acts of such third party as the acts of the Licensee, apply the provisions of this Agreement accordingly, and, where necessary, terminate this Agreement and claim compensation for damages.

3. Even where the Licensee intends to transfer its contractual position under this Agreement to a third party through a business transfer, company split, merger, or any other corporate reorganization, the Licensee shall obtain the Company’s prior written consent (including consent given by electronic record such as e-mail).

4. Where reasonably necessary for the operation of its business, the Company may assign or transfer all or part of its rights and obligations under this Agreement to a third party.

==== Article 18-2 (Special Provisions for Outsourced Production) ====

1. Within the scope of these Terms of Use and the use approved by the Company, the Licensee may, at its own responsibility, outsource to a third party the production of Deliverables using the Character Materials, including visuals, illustrations, videos, design data, and any other similar materials (hereinafter referred to as “Outsourced Production”).

2. Outsourced Production under the preceding paragraph shall be limited solely to production services and shall not grant the relevant third party any status as a licensee, right of use, right to sublicense, or any other rights under these Terms of Use.

3. The ownership of copyrights and all other intellectual property rights relating to Deliverables created through Outsourced Production shall be governed by Article 3, Paragraph 3. The Licensee shall, under its agreement with the relevant contractor, obtain all rights necessary to lawfully use such Deliverables in accordance with these Terms of Use or otherwise complete all necessary rights-clearance procedures.

4. Where the Licensee engages in Outsourced Production, the Licensee shall impose upon the relevant third party obligations equivalent to those set forth in these Terms of Use with respect to confidentiality, ownership of intellectual property rights, prohibited acts, and restrictions on use, and shall remain fully responsible for all acts and omissions of such third party as if they were the acts and omissions of the Licensee.

5. Deliverables created through Outsourced Production may be used only within the scope of these Terms of Use and the purposes of use, manner of use, media, and license period approved by the Company.

Where the Licensee wishes to use such Deliverables beyond the approved scope, the Licensee shall submit a new application to the Company, obtain the Company’s Review, and obtain the applicable License.

6. Nothing in these Terms of Use shall prevent a production agency or advertising agency, acting on behalf of the Licensee, from making inquiries to the Company, submitting materials, or engaging in technical communications with the Company.

However, such communications shall not constitute representation of the Licensee, and all final decisions and responsibilities relating to applications, approvals, and use shall remain solely with the Licensee.

7. Regardless of whether Outsourced Production is used, all obligations under these Terms of Use, including applications, Review, reporting, payment of usage fees, payment of royalties, and all other obligations, shall remain the sole responsibility of the Licensee.

==== Article 18-3 (Marketing Support by Third Parties, etc.) ====

1．Within the scope of these Terms of Use and the use approved by the Company, the Licensee may receive planning, proposal, production, operation, project management, and other related support (hereinafter referred to as “Marketing Support, etc.”) from marketing companies, advertising agencies, production companies, or other third parties (hereinafter referred to as “Support Providers”) in connection with marketing, planning, promotion, product commercialization, content production, Events, Digital Products, and other business activities using the Character Materials.

2．Marketing Support, etc. under the preceding paragraph shall not grant any Support Provider any status as a licensee, right to use the Character Materials, right to sublicense, or any other rights under these Terms of Use.

3．A Support Provider shall not be deemed an agent of the Company or a person authorized to grant licenses and shall not, on behalf of the Company, enter into any License Agreement, grant permission to use the Character Materials, grant Project Approval, grant Review approval, or perform any other act requiring a decision or approval by the Company.

4．A Support Provider may, at the request of the Licensee, make inquiries to the Company, consult with the Company regarding projects, submit materials, communicate regarding Review, or engage in any other communications or coordination necessary for Marketing Support, etc. However, such activities shall not grant the Support Provider any authority to represent either the Company or the Licensee.

5．Regardless of whether Marketing Support, etc. is provided, all obligations and responsibilities under these Terms of Use, including applications, agreements, Review, reporting, payment of usage fees, payment of royalties, and all other obligations, shall remain solely with the Licensee.

==== Article 19 (Copyright Notice and Credit Attribution) ====

1. With respect to the following Deliverables created using the Character Materials under these Terms of Use and used for business activities or promotional purposes, the Licensee shall display the copyright notice or credit attribution designated by the Company (hereinafter collectively referred to as the “Copyright Notice”) on the applicable Deliverable or its accompanying materials.

(1) Products.

(2) Digital Products.

(3) Product packaging.

(4) Promotional materials (including promotional giveaways).

(5) Display items.

(6) Advertising materials (including online advertisements, printed advertisements, and advertisements in any other media).

(7) Materials created for social media posts (including images, videos, and any other visual content).

2. The Copyright Notice referred to in the preceding paragraph shall, in principle, consist of “© Nekowemon” or such other copyright notice or credit attribution as may be separately designated by the Company. The method, placement, and manner of such display shall comply with the Company’s instructions or Review requirements.

3. The purpose of the Copyright Notice is to clearly identify the applicable Deliverable as utilizing the Company’s original character intellectual property.

4. Where the Licensee, without justifiable reason, fails to display the Copyright Notice as required under the preceding paragraphs, the Company may require the Licensee to correct or modify the applicable Deliverable or suspend its use.

5. This Article shall apply to Deliverables that are subject to the Company’s application and Review procedures under these Terms of Use.

However, social media posts made within the scope of the Basic License and any other use not subject to the Company’s Review shall be governed by the separate guidelines or Q&A established by the Company.

==== Article 20 (Consultation and Supplementary Provisions) ====

1. Where any matter not provided for in these Terms of Use arises, or where any question arises regarding the interpretation of these Terms of Use, the Company and the Licensee shall consult with each other in good faith and endeavor to reach an amicable resolution.

2. The Company may amend these Terms of Use where necessary.

Where these Terms of Use are amended, the Company shall notify the Licensee at least one (1) month prior to the effective date of such amendment by posting the amended Terms of Use on the Company’s website or by electronic mail or any other appropriate means.

Where the Licensee continues to use this Service after such notice has been given, the Licensee shall be deemed to have agreed to the amended Terms of Use.

3. These Terms of Use, the Licensee’s application, the Company’s notice of acceptance (including acceptance by electronic mail), and any documents ancillary thereto shall collectively constitute this Agreement.

4. These Terms of Use are created in electronic form and shall not require handwritten signatures or seals.

A legally binding Agreement shall be formed upon completion of the online application procedure or acceptance by the method designated by the Company.

5. These Terms of Use shall become effective on March 1, 2026.