Article 1 (Definition)

The definitions of terms used in these Terms shall be as follows.

• 1)"I.C.E. Labo" means the collective term for the rechargeable batteries evaluation and other services provided by Fulogic as specified in Article 3, Paragraph 1.
• 2)"Services" means the services of I.C.E. Labo agreed upon between Client and Fulogic in a contract (hereinafter referred to as "Individual Contract"). This shall apply to Services whose name and/or content has been changed for any reason whatsoever.
• 3)"I.C.E. Labo website" means the website operated by Fulogic to provide information on the content, specifications, list of evaluation items, and list of testing equipment regarding Services.
• 4)"My Page" means the webpage on the I.C.E. Labo website where Fulogic gives Client access and provides Client with the update as specified in Article 3, Paragraph 1, Item 8, and the deliverables as specified in Article 3, Paragraph 4, as well as other notifications regarding Services.
• 5)"ID and password" mean the credentials Fulogic issues to Client, which are necessary to access My Page.
• 6)"Client site" means the website managed and operated by Client.
• 7)"Usage environment" means the environment necessary for Client to use Services and access My Page. Such environment includes hardware, software, an internet connection line, and a security system.
• 8)"Samples" means batteries, accessories, and other items Client provides to Fulogic to use Services.
• 9)"Information provided" means the information provided by Client to Fulogic in connection with the use of Services, such as performance, specifications, raw materials, quality, numerical values, purpose of use, information on handling, and documents indicating domestic and foreign regulations of samples.
• 10)"Measurement data" means the data in a CSV file or other format output from a given measuring instrument as a result of measurement, testing, evaluation, or analysis of rechargeable batteries.
• 11)"Evaluation test report" means the report prepared by Fulogic based on measurement data. This report uses graphs and charts and indicates the purpose of Services, physical objects, measuring instruments used, criteria of evaluation test, and evaluation results, among other things.
• 12)"Deliverables" means measurement data, evaluation test report and other information in the form mutually agreed in Individual Contract to provide to Client as the final deliverables of Services.
• 13)"Intellectual property rights" means patent rights, utility model rights, design rights, trademark rights, copyrights, other intellectual property rights and the right to obtain registration of such rights.
• 14)"Document" or "writing" means written documents, faxes or electronic data.
• 15)"Confidential information" means all information relating to the disclosing party's technology, business, operations, finances, organization, and other matters, which is expressly declared confidential. When the information is disclosed in any manner other than in writing, "confidential information" means the information that is informed to be confidential at the time of disclosure and is notified to that effect in writing within five (5) days after such disclosure was made.
• 16)"Disclosing party" means any party to these Terms who has disclosed confidential information to the other party.
• 17)"Disclosed party" means any party to these Terms to whom confidential information has been disclosed.

Article 2 (Scope of Application)

1. These Terms shall come into force when Individual Contract is concluded, Client agrees to these Terms by clicking the button on the I.C.E. Labo website, or Client prepares the document indicating its consent to these Terms and dispatches it to Fulogic, whichever is the earliest.
2. Individual Contract shall be concluded when Client makes an application in writing prescribed by Fulogic, and then Fulogic accepts such application.
3. In the event of any inconsistency between the provisions of these Terms and any other terms or contracts specified by Fulogic, these Terms shall prevail. However, this shall not apply in cases where Individual Contract stipulates otherwise.

Article 3 (Content of Services)

1. Content of Services
   Fulogic shall provide any of the following I.C.E. Labo services to Client under Individual Contract:

   • 1)Charge/discharge cycle test
   • 2)Charge/discharge testing
   • 3)Cell impedance measurement
   • 4)Surface temperature measurement
   • 5)Static electricity test
   • 6)Safety standard testing
   • 7)Analyzing root cause of malfunction on your behalf
   • 8)Update on the tests as mentioned above
   • 9)Other optional services as specified in Individual Contract

2. Specifications

   • 1)The detailed specifications of Services, including the physical object, test equipment used, evaluation items, test conditions, and evaluation test contents (hereinafter collectively referred to as "specifications"), shall be specified on the I.C.E. Labo website and in the test specification separately presented by Fulogic to Client. In the event of any descriptive inconsistency between on the I.C.E. Labo website and in the specifications, the description in the specifications shall prevail.
   • 2)Fulogic shall have the right to make improvements, additions, deletions, or modifications to the specifications without the prior consent of Client with respect to minor changes for the purpose of improving or streamlining Services and changes that require promptness for security improvements. In addition, we shall report such improvements on the I.C.E. Labo website or My Page as promptly as possible.
   • 3)Unless specified otherwise in Individual Contract, Fulogic shall not guarantee the provision of an update as specified in Item 8 of the preceding Paragraph with the specific period.

3. Commencement of Services

   • 1)The commencement date of Services shall be the date when rechargeable battery measurement or test starts as specified in Individual Contract.
   • 2)If it is determined that a delay in the delivery of samples by Client or any other reason prevents Services from starting in time for the start date as specified in the preceding Item, Fulogic shall immediately notify Client to that effect and set a new start date after the mutual discussion.

4. Delivery of Deliverables

   • 1)Fulogic shall deliver the deliverables to Client by the method specified in Individual Contract, either by uploading them to My Page or directly supplying them to Client. In the uploading method, the deliverables shall be deemed delivered when we notify Client on My Page that the deliverables have been uploaded.
   • 2)Client shall inspect, without delay, whether or not the deliverables delivered by Fulogic conform to the specifications and shall notify us of acceptance or rejection within seven (7) days from the delivery date. The inspection and delivery of deliverables shall be deemed complete at the date of issuance of such acceptance notice or, if no notice is given by the above date, at the date of delivery.
   • 3)If the deliverables do not pass acceptance inspection, Client shall notify Fulogic in writing to that effect within the period specified in the preceding Item. In the event of nonconformity, we shall, in accordance with the discussion with Client, deliver to Client the deliverables with the nonconformity corrected as soon as possible.

5. Termination of Services

   • 1)Individual Contract shall be fulfilled upon the completion of delivery of the deliverables as specified in the preceding Paragraph, and Services shall be terminated. However, Client may continue to access My Page to browse or download test data, evaluation test report, and other information for a period of one (1) month after such termination.
   • 2)Fulogic may, at any time after the period specified in the proviso to the preceding Paragraph, cancel the uploading of data to My Page, delete data therefrom, close it, or delete such Client's account at its discretion. We shall not be liable therefor.
   • 3)When Services are terminated, Fulogic shall follow the provisions of Individual Contract to return to Client or dispose of the samples provided by Client. The same shall apply to the remaining materials of such samples or the processed samples produced in the course of the implementation of such Services. The cost of return or disposal of samples shall be borne by Client.

Article 4 (Usage Fee)

1. In consideration of the use of Services, Client shall pay the usage fee to Fulogic by the due date as specified in Individual Contract. The cost of payment shall be borne by Client.
2. If Client discontinues or cancels the use of Services for reasons not attributable to Fulogic, or we discontinue or cancel the provision of Services for reasons attributable to Client, then such Client shall immediately pay us the full amount of the usage fee specified in the individual contract. In this case, we shall not refund any usage fee already paid.
3. In the event of a delay in the usage fee payment, Client shall pay Fulogic a late payment charge at the rate of 14.6% per annum.

Article 5 (Conditions of Use)

1. Criteria of Application
   Fulogic shall judge the suitability of an applicant for the use of Services in accordance with the criteria prescribed by us. In particular, we may reject an application if we decide that the applicant falls under or is applicable to any of the following items. We shall not be obliged to disclose the reason for the above decision to the applicant.

   • 1)When such applicant provides any falsehood, error, or omission in the application or information.
   • 2)When such applicant violates or potentially violates laws, regulations, Individual Contract, or these Terms.
   • 3)When such applicant or its related parties provide, or may provide in the future, the same or similar services as Services.
   • 4)In any other case where the provision of Services to such applicant is not appropriate.

2. 2. Provision of Samples

   • 1)Client shall follow the provisions of Individual Contract to provide Fulogic, free of charge, with samples necessary for the performance of Services. Such samples shall include information required from the health and safety viewpoint and compliance with laws and regulations. The cost of transportation and provision of samples shall be borne by Client.
   • 2)If the provision of samples is delayed beyond the date agreed upon in Individual Contract, Client shall promptly notify Fulogic to that effect, and both parties shall hold the discussion to decide the revised transaction conditions, including the start date of Services and the delivery date of the deliverables.
   • 3)Fulogic may refuse to accept any samples deemed incompatible with our acceptance criteria.
   • 4)If Client delays or neglects the provision of samples or other information as specified in Item 1 of this Paragraph, that there is an error, defect, or deficiency in the samples or information provided, or that the samples or information infringe upon the rights of any third party, then Client shall be liable for any and all accidents, damages, disputes, or other problems that Fulogic or any third party may incur.
3. Preparation for Usage Environment
   Client shall be responsible for maintaining the usage environment at its own responsibility and expense when using Services.

4. Management of ID and Password

   • 1)Fulogic shall notify Client of the ID and password required to access My Page in accordance with the provisions of Individual Contract.
   • 2)Client shall, at its own responsibility, properly manage and store the allocated ID and password and shall not disclose, provide, lend, transfer, sell, trade, offer as collateral, or allow any third party to use them.
   • 3)If it is confirmed by the prescribed method that the ID and password used at the time of login match those allocated to Client, Fulogic shall deem the person who made such login to have genuine authority and shall not be held responsible for the fact that such person did not have genuine authority. The same shall apply when Client changes its password by the method prescribed by the system.
   • 4)Client shall indemnify Fulogic or any third party for any damage incurred due to its inadequate management of ID and password, including error in use, unauthorized use, loss or falsification.

5. Suspension or Discontinuance of Services

   • 1)Fulogic may suspend or discontinue all or part of Services in the event of overload, malfunction, failure, or maintenance of the system, enactment, amendment, or repeal of laws and regulations, natural disasters, accidents, power outages, unauthorized access, or other unavoidable circumstances.
   • 2)In the case of the preceding Item, Fulogic will notify Client as soon as possible on the I.C.E. Labo website or My Page. We shall not be liable for any disadvantage or damage incurred by Client as a result of the above.

6. Guarantee

   • 1)With respect to Services, Fulogic shall only guarantee that we will conduct the prescribed evaluation tests under the physical objects, inspection equipment used, evaluation items, and test conditions specified in the specifications and that test results obtained will be as described in the deliverables.
   • 2) Fulogic shall not guarantee and shall not be liable whatsoever for the following.
     • a)No malfunction or failure occurs in the usage environment as a result of the use of Services.
     • b)Other products equivalent to the samples meet Client's applicable laws and regulations, industry rules, and other standards specified by Client.
     • c)Services are suitable and useful for Client's specific purpose.
   • 3) When Fulogic receives a document notifying a breach of Item 1 of this Paragraph within one (1) month after the delivery of the deliverables, we shall discuss the matter with Client and, in the event of a contractual nonconformity, shall deliver the corrected deliverables to Client. In this case, our guarantee regarding Services shall cover only the delivery of the corrected deliverables.

Article 6 (Retention of Rights)

1. All intellectual property rights regarding Services and deliverables shall belong to Fulogic. We may use the deliverables within the scope of the purpose of Services. However, this shall not grant or transfer any rights beyond the scope of our intellectual property rights regarding Services and deliverables.
2. Even after Services are terminated, Fulogic may use and store information of Client, deliverables, and other data obtained in the process of providing Services for our future operation of Services, improvement thereof, creation of statistical data, marketing, planning of new services, development of battery business transactions, and other related purposes. We shall obtain Client's prior consent for using deliverables only when such Client can be identified.

Article 7 (Confidentiality)

1. The information that falls under any of the following items shall not constitute confidential information as specified in these Terms.

   • 1)Information that has been publicly known at the time of disclosure.
   • 2)Information that became publicly known after the disclosure for any reasons not attributable to the disclosed party.
   • 3)Information that the disclosed party has rightfully retained before the disclosure.
   • 4)Information that the disclosed party independently and lawfully obtained.
   • 5)Information for which the disclosing party has confirmed in writing that confidentiality is not required.

2. The disclosed party shall handle and store the confidential information it receives with the same degree of care and attention as it uses to protect the information of equal importance in its own possession and shall not use it for any purpose other than Services, nor shall it disclose it to any third party. However, the disclosed party may disclose the confidential information only to the following parties.

   • 1)Its own officers and employees who need to know such information in order to use Services.
   • 2)Lawyers, certified public accountants, or other professionals legally obligated to maintain confidentiality.
   • 3)Any third party to whom the disclosing party has given prior written consent. However, even in such case, the disclosed party shall be responsible for handling confidential information by such third party.
3. The disclosed party may reproduce the confidential information only to the extent objectively and reasonably necessary for the purposes of these Terms.
4. Disclosure of confidential information to the disclosed party shall not be deemed to constitute an assignment or license by the disclosing party of its rights with respect to such information.
5. Upon request of the disclosing party or the termination of Services, the disclosed party shall promptly return or erase all confidential information received from the disclosing party in accordance with the disclosing party's instructions.
6. In the event that the disclosed party leaks the disclosed confidential information, such party shall immediately report the details of such leakage to the disclosing party and take objectively reasonable measures to prevent the spread of such leakage. The reasonable costs of such measures shall be borne by the disclosed party.
7. If the disclosed party is requested to disclose confidential information by a judicial or administrative agency, such party may promptly notify the disclosing party to that effect, discuss the scope of the disclosure and the method thereof with the disclosing party, and then disclose the confidential information to such agency.

8. Notwithstanding the provisions of the preceding Paragraphs, Fulogic may disclose all or part of the information provided, including confidential information, to any third party if any of the following items apply.

   • 1)When we have obtained the consent of Client.
   • 2)When we have not received a response from Client within fourteen (14) days of contacting such Client to request consent.
   • 3)When laws and regulations obligate us to disclose the information.
   • 4)When Client violates these Terms or Individual Contract.
   • 5)When it is necessary to protect the life, body, or other important rights of Client or any third party.
   • 6)When it is necessary to maintain Services or to resolve technical malfunctions.
   • 7)When there is a necessity equivalent to each of the above items.

Article 8 (Handling of Personal Information)

Fulogic shall handle personal information appropriately in accordance with our prescribed Privacy Policy (https://fulogic.com/privacy-en.html).

Article 9 (Indemnity)

1. In the event that the delay or impossibility of performance of Individual Contract occurs due to a natural disaster, war, riot, terrorism, epidemic, labor dispute, transportation accident or delay, amendment or abolition of laws and regulations, disposition of orders by public authority, or any other force majeure beyond the control of both parties, then either party shall be exempt from responsibility for compensation for damages caused to the other party by such event.
2. Fulogic shall not be liable for any failure to provide Services due to Client's failure to provide appropriate samples and information, delays in the provision thereof, or any other reasons not attributable to us, or inability of Client to access, browse, or download data from My Page due to its insufficient management of ID and password, error in use, unauthorized use, loss, falsification, or any other reasons not attributable to us. In such cases, we shall not be liable for any refunds of fees paid.
3. Fulogic shall be liable for compensation only if we cause damage to Client due to willful misconduct or gross negligence in providing Services. In addition, our disclaimers in these Terms shall not apply in the event of intentional or gross negligence on our part.
4. Unless otherwise specified in Individual Contract, the liability of Fulogic to Client for damages in connection with Services shall be limited to ordinary damages actually incurred by Client, except for the lost profits and other special damages, and shall not exceed the fees paid by Client under Individual Contract. This Paragraph shall apply to all damages, regardless of default, liability for defects, restoration obligation, unjust enrichment, tort, or any other cause of the claim.

Article 10（Cancellation）

1. If Client falls under any of the following items or is deemed by Fulogic to fall under any of the following items, we may, without prior notice, temporarily suspend the provision of all or part of Services to such Client or terminate Individual Contract. We shall not be liable for any damages incurred by Client as a result of such suspension or termination.

   • 1)When such Client violates any provision of Individual Contract or these Terms.
   • 2)When such Client becomes insolvent, or a petition to commence the proceedings of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings is filed for such Client.
   • 3)When a bill or check of such Client is dishonored
   • 4)When a petition for seizure, provisional seizure, provisional disposition, compulsory execution or auction is filed for such Client.
   • 5)When such Client is dissolved, or its business is suspended.
   • 6)When such Client has responded to our inquiries for no less than ten (10) days.
   • 7)In any other cases where there is a significant change in such Client's credit status or when we deem it inappropriate to provide Services to such Client.
2. In the case of the preceding Paragraph, Client shall forfeit the benefit of time with respect to its obligations to Fulogic, immediately perform all obligations and compensate us for any damages incurred.
3. Client shall be obligated to pay the usage fee as long as Individual Contract continues in force, even if the provision of Services is suspended in accordance with Paragraph 1.

Article 11（Amendment）

1. In any of the following cases, Fulogic may follow the provision of Article 548-4 of the Civil Code to amend these Terms at any time.

   • 1)When such amendment conforms to the general interest of users of Services.
   • 2)When such amendment is not contrary to the purpose of Services and is reasonable in light of the necessity of the amendment, the reasonableness of the contents after the amendment, the details thereof, and other circumstances pertaining thereto.
2. In the event of the amendment of these Terms, Fulogic shall specify the effective time of the amended Terms and notify Client of the contents and the effective time at least ten (10) days before the amended Terms come into force by means of a notice on My Page or by any other method prescribed by us.
3. Any Client who does not agree to the amended Terms shall be required to terminate Individual Contract by the effective time specified in the preceding Paragraph. Otherwise, it shall be deemed to have agreed to such amendment.

Article 12（Elimination of Relationship with Anti-social Forces）

1. "Anti-social force" in this Article means those who fall under any of the following items and have not fallen thereunder for a period of five (5) years.

   • 1)Organized crime syndicate and its affiliated organization or their constituent member.
   • 2)Organization or Individual who uses violence, force, or other fraudulent methods to pursue economic benefits.
   • 3)Other organizations or individuals similar to those in the preceding Items.

2. Both parties shall represent and warrant the following.

   • 1)Neither party is, nor will ever be, an anti-social force.
   • 2)Neither party has any inappropriate relationship with anti-social forces, nor will it form any inappropriate relationship in the future.
3. If either party violates the preceding Paragraph, the other party may terminate all or part of Individual Contract without any liability and notice, in which case the violating party shall forfeit the benefit of time and be required to immediately fulfill all obligations.

Article 13（Assignment or Reconsignment of Contractual Position）

1. Any Client shall not assign, transfer, grant a security interest in, grant a license to use, or otherwise dispose of its position under Individual Contract or its rights and obligations under Services to any third party without our prior written consent.
2. Fulogic may reconsign or transfer all or part of our business related to Services to any third party without the consent of Client.
3. If Fulogic transfers all or part of our business related to Services to any third party, we may transfer to such transferee the position under Individual Contract, rights and obligations under Services, samples and information provided, and Client shall consent to such transference in advance.

Article 14（Governing Law and Dispute Settlement）

These Terms shall be governed by and construed in accordance with the laws of Japan. In the event of any dispute between Client and Fulogic relating to these Terms, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.