BiomeBoard Closed Beta Terms of Use

This English version is a translation of the original Japanese Terms of Use and is provided for reference only. In the event of any conflict or difference in interpretation between this English version and the Japanese original, the Japanese original shall prevail (Article 24, Paragraph 2).

These Terms of Use (these "Terms") set forth the conditions for use of the closed beta version (the "Beta") of "BiomeBoard" (the "Service"), a natural capital visualization and management platform under development by Biome Co., Ltd. (the "Company"). Any corporation or other organization that applies for or uses the Beta and satisfies the eligibility requirements separately determined by the Company (an "Owner") shall apply for or use the Beta upon agreeing to these Terms. If an Owner does not agree to these Terms, it may not apply for or use the Beta, and by applying for or commencing use of the Beta, the Owner shall be deemed to have agreed to these Terms.

Article 1 (Purpose and Provision of the Beta)

1. The Beta is provided for the purposes of verifying functions, improving operational stability, and collecting feedback from Owners in preparation for the official release of the Service. Accordingly, the specifications, etc. of the Beta may differ from those of the official release version of the Service. The Beta will be updated from time to time, and functions will be added or removed at the Company's discretion; such addition or removal of functions may result in Owner Data (as defined in Article 13, Paragraph 1; the same applies hereinafter) being modified or deleted. Owners may not object to any of the foregoing or claim compensation from the Company for any damage arising therefrom. The Company shall have no obligation to notify Owners in advance of any addition or removal of functions.

2. The scope, specifications and limitations of the functions provided to Owners in the Beta shall be as the Beta is currently provided by the Company. The specifications, etc. will not be made public.

Article 2 (Participation in the Beta)

1. An Owner wishing to use the Beta shall, under its own authority and responsibility, submit the information designated by the Company, and may use the Beta if the Company approves the application after reviewing the submitted information.

2. As a result of the review under the preceding paragraph, the Company may refuse the use of the Beta in any of the following cases, and the Owner wishing to use the Beta may not demand that the Company disclose the reasons therefor or compensate for any damage arising from its inability to use the Beta:

(1)the submitted information contains any falsehood, error or omission;
(2)the existence of the Owner cannot be verified;
(3)the Owner engages in a business that competes with the Company, or is affiliated with such a person;
(4)the Owner falls under, or is likely to fall under, Antisocial Forces as defined in Article 8, Paragraph 1;
(5)the Owner is located in a country or region in which the Company restricts the provision of the Beta pursuant to Article 24, Paragraph 3; or
(6)the Company otherwise deems the Owner inappropriate.

3. The Owner shall be responsible for managing the ID, password and invitation code issued by the Company that are required for the use of the Beta, and may not transfer, lend or otherwise make them available to any third party.

4. If the Owner becomes aware that its ID, password or invitation code issued by the Company has been stolen or used by a third party, the Owner shall immediately notify the Company thereof and follow the Company's instructions.

5. If there is any change in the information submitted to the Company by the Owner upon participating in the Beta ("Registration Information"), the Owner shall promptly notify the Company thereof.

Article 3 (Accounts and Information Providers)

1. Where the Company provides a function that allows an Owner to register its branches, factories, employees, etc. (each, an "Account"), unless otherwise provided, each Account shall be subject, mutatis mutandis, to the rights and obligations, consents and licenses, compliance requirements, etc. of the Owner under these Terms, and the Owner shall be obligated to cause each Account to comply with these Terms; provided, however, that if the Company establishes terms of use applicable solely to Accounts, such terms shall apply.

2. An Owner may request information providers other than Accounts ("Information Providers") to input information relating to the Owner; provided, however, that the Owner shall, at its own responsibility, obtain in advance the consent of the Information Providers to the use by the Owner, and the use by the Company in accordance with these Terms, of the information input by the Information Providers.

Article 4 (Owner's Intellectual Property)

1. Even if an Owner registers in the Beta any copyrighted works or other intellectual property, etc. held by the Owner (including data that is not protected by statutory intellectual property rights; hereinafter simply "Intellectual Property"), the Owner shall retain the rights thereto; provided, however, that the Owner grants the Company a royalty-free, non-exclusive license to use such Intellectual Property to the extent of the purpose of the Company providing part of the functions of the Beta to the Owner (including other Owners where permission has been granted under the following paragraph). In addition, the Owner shall not exercise any moral rights of authors within the Service.

2. An Owner may permit other Owners to use the Owner's Intellectual Property within the Service for such other Owners' own purposes. Upon granting such permission, the Owner shall not exercise any moral rights of authors against such other Owners within the Service.

3. The Owner agrees that the Company may, after performing spatial and statistical anonymization and aggregation processing, use the Intellectual Property registered by the Owner in the Beta for purposes such as improving and verifying the Company's services, whether during or after the Beta period.

4. The Company shall not disclose to any third party the Intellectual Property registered by the Owner in the Beta beyond the scope of the preceding three paragraphs.

Article 5 (Fees)

1. The Beta may be used free of charge.

2. The Owner shall bear the costs of establishing the environment necessary for using the Beta, communication costs, and all other costs.

Article 6 (Beta Availability Period and Transition to the Official Release)

1. The period during which the Beta may be used shall be separately determined by the Company. The Company shall notify the Owner (excluding Accounts for the purposes of this paragraph) of the end date of the Beta availability period by sending a notice to its registered email address at least one (1) month in advance.

2. Upon transition to the official release version after the end of the Beta period, part or all of the Service may become fee-based; in such case, the Company shall notify the Owner in advance in accordance with the preceding paragraph.

3. Upon transition to the official release version, the Company may request the Owner to re-enter its Registration Information and may conduct a review designated by the Company based on such Registration Information. As a result, the Company may, at its discretion, refuse the use of the official release version, and the Owner may not object thereto. In addition, the Owner may not demand that the Company disclose the reasons for the result of the review or compensate for any damage arising from its inability to use the official release version.

4. To continue using the Service in its official release version, the Owner must separately agree to the terms of use, etc. established by the Company. If the Owner does not agree thereto, the Owner may not use the official release version, notwithstanding its agreement to these Terms.

5. If the Owner obtains the Company's approval following the review under the preceding two paragraphs and agrees to the terms of use, etc. under the preceding paragraph, the Accounts in the Beta (including the Owner itself for the purposes of this paragraph) and the Owner Data shall be carried over to the official release version; provided, however, that the Company does not guarantee that all Accounts and Owner Data will be carried over, due to differences in functions between the Beta and the official release version or for other reasons.

6. If, in response to the notice under Paragraph 2 of this Article, the Owner wishes to transition to a paid plan and completes the procedures designated by the Company, the Owner will be transitioned to the paid plan after the end of the Beta.

7. If the Owner does not wish to transition to a paid plan, if the Owner does not respond to the notice under Paragraph 2 of this Article by the deadline, or if the Company refuses the transition to the official release version, the Company may suspend the Owner's use and delete its data upon the end of the Beta period.

Article 7 (Prohibited Acts)

1. In using the Beta, the Owner shall not engage in any of the following acts:

(1)registering personal information (including personal data) in the Beta, other than Registration Information relating to the Owner's personnel in charge;
(2)infringing the intellectual property rights, portrait rights, privacy rights, reputation or any other rights or interests of the Company or any third party (including acts that directly or indirectly cause such infringement);
(3)acts contrary to public order and morals;
(4)using the Beta by impersonating another person;
(5)allowing any third party to use the Beta, or using the Beta to provide any independent service to any third party, whether for consideration or free of charge;
(6)transmitting through the Beta data exceeding a certain data volume set by the Company;
(7)transmitting information containing computer viruses or other harmful computer programs;
(8)acts that damage the credibility of the Service, the Beta or the Company, acts contrary to the purpose thereof, or acts likely to do so;
(9)acts that are likely to interfere with the Company's operation of the Beta;
(10)reverse engineering, disassembling, decompiling or otherwise analyzing the source code;
(11)automated collection of information, such as scraping;
(12)acts for the purpose of developing, researching or comparatively analyzing (benchmarking) any service that competes with or is similar to the Beta;
(13)disclosing screens, specifications, etc. to any third party without the Company's prior consent;
(14)acts in violation of these Terms; or
(15)any other act that the Company deems inappropriate.

2. If the Company determines that any act of the Owner falls under, or is likely to fall under, any item of the preceding paragraph, the Company may suspend the Owner's use of the Beta without prior notice to the Owner. If the Owner's use is suspended, use by all Accounts linked to the Owner shall also be suspended, and the registered data will not be preserved.

3. Except in the case of the Company's willful misconduct or gross negligence, the Company shall not be liable for any damage incurred by the Owner as a result of the preceding paragraph.

Article 8 (Exclusion of Antisocial Forces)

1. The Owner represents and warrants to the Company that, as of the time of its agreement to these Terms and at all times in the future, neither the Owner nor any of its officers (meaning partners executing business, directors, executive officers or persons equivalent thereto) or employees falls under any of the following:

(1)an organized crime group (boryokudan), a member of an organized crime group, a person for whom five (5) years have not elapsed since ceasing to be a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer (sokaiya) or the like, a person engaging in criminal activities under the pretext of social or political movements, a specialized intellectual crime group, or any other person equivalent to any of the foregoing (collectively, "Antisocial Forces");
(2)having a relationship in which Antisocial Forces are deemed to control, or substantially participate in, its management;
(3)having a relationship in which it is deemed to make use of Antisocial Forces for the purpose of seeking unjust benefits for itself, its company or a third party, or of causing damage to a third party;
(4)having a relationship in which it is deemed to be involved with Antisocial Forces, such as by providing funds or other benefits or conveniences to them; or
(5)any of its officers or persons substantially participating in its management having a socially condemnable relationship with Antisocial Forces.

2. The Owner covenants that it shall not, by itself or through any third party, engage in any of the following acts:

(1)violent demands;
(2)unreasonable demands exceeding legal liability;
(3)threatening words or actions, or the use of violence, in connection with transactions;
(4)spreading rumors, or using fraudulent means or force, to damage the credibility of the Company or to interfere with the Company's business; or
(5)any other act equivalent to any of the preceding items.

3. If the Company deems it necessary for confirming the matters set forth in the preceding two paragraphs, the Owner shall cooperate with any investigation conducted by the Company and submit the materials requested by the Company. The Owner further consents to the Company conducting investigations regarding the matters set forth in the preceding two paragraphs at the time of the review for use of the Beta, at the time of transition to the official release version, and at any other time determined by the Company.

4. If the Owner falls under any of the following items, the Company may immediately suspend or terminate the Owner's use of the Beta without any notice. In such case, use by all Accounts linked to the Owner shall also be suspended or terminated, and the Company may delete the registered data:

(1)the Owner breaches, or is found to have breached, the representations and warranties under Paragraph 1;
(2)the Owner breaches the covenants under Paragraph 2; or
(3)the Owner refuses to cooperate with the investigation or to submit materials under the preceding paragraph, or provides false answers or materials.

5. The Company shall not be liable for any damage incurred by the Owner as a result of any measure taken under the preceding paragraph.

6. If the Company incurs any damage as a result of the Owner falling under any item of Paragraph 4, the Owner shall compensate the Company for such damage.

Article 9 (Disclaimer regarding Operational Stability)

1. The Beta is provided on an "as is" basis as a beta version under development, and the Company makes no warranty whatsoever regarding bugs, defects, errors, interruptions, performance degradation or any other aspect of the operational stability of the Beta.

2. Except in the case of the Company's willful misconduct or gross negligence, the Company shall not be liable for any suspension of the Beta, loss of data, interruption of provision, or any other disadvantage or damage incurred by the Owner or any third party arising from the provision of the Beta.

Article 10 (Disclaimer regarding Uncertainty of Data)

1. The analysis results, environmental risk scores, and data independently supplemented or estimated by the Service that are presented in the Service (collectively, "Analysis Data") are best-effort figures based on external data sources and certain predictive logic, and the Company makes no warranty as to their accuracy, completeness, validity, or conformity with any specific disclosure standards (such as TNFD and SBTN).

2. The Owner shall, at its own responsibility, verify whether imported or input information (such as information on direct operation sites and suppliers) is accurate, and correct it as necessary.

3. The Owner shall use Analysis Data at its own responsibility, and except in the case of the Company's willful misconduct or gross negligence, the Company shall not be liable to the Owner or any third party.

Article 11 (Withdrawal)

1. The Owner may terminate its use of the Beta at any time ("Withdrawal") by notifying the Company in the manner designated by the Company.

2. Upon the Owner's Withdrawal, use by all Accounts linked to the Owner shall also terminate.

3. The Company shall delete the Owner Data relating to a withdrawn Owner within a reasonable period; provided, however, that this shall not apply to Owner Data the use of which has been permitted under Article 4, Paragraphs 2 and 3. The Company shall have no obligation to restore or return any deleted Owner Data.

4. Withdrawal shall not extinguish any obligations or liabilities under these Terms that arose prior to the Withdrawal.

Article 12 (Interruption and Termination of the Beta)

1. The Company may temporarily interrupt the provision of all or part of the Beta without prior notice to the Owner in any of the following cases:

(1)when performing maintenance, inspection or updates of the systems relating to the Beta;
(2)when the provision of the Beta becomes difficult due to an earthquake, lightning, fire, power outage, natural disaster, epidemic or any other force majeure event;
(3)when a failure occurs in communication lines, cloud services or any other external services used by the Company; or
(4)when the Company otherwise deems an interruption necessary for the operation of the Beta.

2. Notwithstanding Article 6, Paragraph 1, the Company may terminate the provision of the Beta even during the Beta usage period if there are business reasons or other unavoidable circumstances. In such case, the Company shall notify the Owner at its registered email address in advance to the extent possible.

3. Except in the case of the Company's willful misconduct or gross negligence, the Company shall not be liable for any damage incurred by the Owner due to the interruption or termination of the provision of the Beta under this Article.

Article 13 (Data Management and Treatment after Termination)

1. The Company shall endeavor to appropriately manage data such as site information, questionnaire responses and field survey results registered or imported by the Owner into the Service ("Owner Data") in accordance with the Company's security standards (such as ISO/IEC 27001); however, the Company does not guarantee such management.

2. When the Beta ends and the Owner's use is suspended, the Company may delete the Owner Data relating to such Owner, and the Owner may not object thereto.

Article 14 (Ownership of Feedback)

All intellectual property rights (including the rights under Articles 27 and 28 of the Copyright Act of Japan) in any opinions, requests, suggestions, bug reports and other feedback provided by the Owner to the Company in connection with its use of the Beta shall be transferred to the Company free of charge upon provision, and the Company may freely use such feedback for the development, improvement, marketing, etc. of the Service. The Owner shall not exercise any moral rights of authors against the Company.

Article 15 (Ownership of the Beta)

All ownership and intellectual property rights relating to the Beta belong to the Company. The permission granted to the Owner to use the Beta based on registration under these Terms does not constitute a license of the Company's intellectual property rights relating to the Beta. Furthermore, the permission to use the Beta does not constitute permission to use the official release version of the Service.

Article 16 (Handling of Personal Information)

The Company's handling of personal information and other information, such as the Owner's Registration Information, shall be governed by the Company's separate Privacy Policy, and the Owner consents to the Company's handling of personal information and other information, such as the Owner's Registration Information, in accordance therewith.

Article 17 (Confidentiality)

1. In these Terms, "Confidential Information" means all information concerning the Company's technology, sales, operations, finances, organization and other matters that is provided or disclosed to, or learned by, the Owner from the Company in writing, orally, on recording media or otherwise in connection with these Terms or the Beta; provided, however, that the following shall be excluded from Confidential Information: (1) information that was already publicly known, or already known to the Owner, at the time it was provided, disclosed or learned from the Company; (2) information that became publicly known through publications or otherwise without fault attributable to the Owner after it was provided, disclosed or learned from the Company; (3) information lawfully obtained from a third party having the authority to provide or disclose it, without being subject to any confidentiality obligation; (4) information independently developed without reliance on Confidential Information; and (5) information confirmed in writing by the Company as not requiring confidentiality.

2. The Owner shall use Confidential Information solely for the purpose of using the Beta, and shall not provide, disclose, leak or copy the Company's Confidential Information to or for any third party without the Company's prior written consent.

3. Notwithstanding the preceding paragraph, the Owner may disclose Confidential Information pursuant to an order, demand or request under laws and regulations or of a court or governmental authority; provided, however, that upon receiving such order, demand or request, the Owner shall promptly notify the Company thereof.

4. Upon request by the Company at any time, the Owner shall, without delay and in accordance with the Company's instructions, return or destroy the Confidential Information and all documents and other recording media containing or embodying Confidential Information, together with all copies thereof.

Article 18 (Damages)

1. If the Owner causes damage to the Company by breaching these Terms or in connection with its use of the Beta, the Owner shall compensate the Company for such damage.

2. Except in the case of the Company's willful misconduct or gross negligence, the Company shall not be liable for any damage incurred by the Owner in connection with the Beta.

3. If any dispute arises between the Owner and a third party through the use of the Beta, the Owner shall resolve such dispute at its own responsibility and expense.

Article 19 (Notices)

1. Notices from the Company to the Owner shall be given by sending an email to the Owner's registered email address, by posting on the Service or the Company's website, or by any other method the Company deems appropriate.

2. Any notice given by email under the preceding paragraph shall be deemed to have reached the Owner at the time the Company sends it to the registered email address. Any notice given by posting on the Service or the Company's website shall take effect at the time it is posted.

3. Even if a notice from the Company fails to reach the Owner, or reaches the Owner late, because the Owner failed to give notice of a change under Article 2, Paragraph 5, such notice shall be deemed to have reached the Owner at the time it would normally have reached the Owner.

4. Notices from the Owner to the Company shall be given through the inquiry contact point or by the method designated by the Company.

Article 20 (Prohibition of Assignment)

The Owner may not, without the Company's prior written consent, assign, transfer, pledge as security or otherwise dispose of its contractual position under these Terms or all or any part of its rights or obligations under these Terms to any third party.

Article 21 (Amendment of these Terms)

The Company may amend these Terms without the consent of Owners if the amendment conforms to the general interests of Owners, or if the amendment is not contrary to the purpose of the Beta and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content and other circumstances relating to the amendment. In such case, the Company shall make known the content of the amended Terms and their effective date prior to the effective date, by posting on the Service or the Company's website or by notice to Owners.

Article 22 (Severability)

Even if any provision of these Terms or any part thereof is held invalid or unenforceable under the laws of Japan, the remaining provisions of these Terms and the remaining part of any provision held partially invalid or unenforceable shall continue in full force and effect, and the Company and the Owner shall endeavor to amend such invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable, and to secure the purpose of such provision or part and a legally and economically equivalent effect.

Article 23 (Survival)

Even after the use of the Beta ends due to the termination of the provision of the Beta, the Owner's Withdrawal, suspension of use or any other reason, the following provisions shall remain in effect; provided, however, that Article 17 (Confidentiality) shall survive only for three (3) years after the end of the use of the Beta:

(1)Article 4 (Owner's Intellectual Property), Paragraphs 2 through 4
(2)Article 7 (Prohibited Acts), Paragraph 3
(3)Article 8 (Exclusion of Antisocial Forces), Paragraphs 5 and 6
(4)Article 9 (Disclaimer regarding Operational Stability)
(5)Article 10 (Disclaimer regarding Uncertainty of Data)
(6)Article 11 (Withdrawal), Paragraphs 3 and 4
(7)Article 12 (Interruption and Termination of the Beta), Paragraph 3
(8)Article 13 (Data Management and Treatment after Termination), Paragraph 2
(9)Article 14 (Ownership of Feedback)
(10)Article 15 (Ownership of the Beta)
(11)Article 17 (Confidentiality)
(12)Article 18 (Damages)
(13)Article 19 (Notices)
(14)Article 20 (Prohibition of Assignment)
(15)Article 22 (Severability)
(16)This Article
(17)Article 24 (Governing Law and Jurisdiction)

Article 24 (Governing Law and Jurisdiction)

1. These Terms shall be governed by the laws of Japan, and the Kyoto District Court shall have exclusive jurisdiction as the court of first instance over any and all disputes arising out of or in connection with these Terms.

2. These Terms shall also apply where the Beta is used from outside Japan, and the governing law shall be the laws of Japan. In the event of any conflict or difference in interpretation between any translation of these Terms in a language other than Japanese and these Terms, these Terms prepared in Japanese shall prevail.

3. The Company may, for reasons such as compliance with laws and regulations, restrict, or impose conditions on, the provision of the Beta to Owners located in countries or regions separately designated by the Company.

Established: October 21, 2026