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[Translation]

PayTrade Terms of Use for Buyer

Article 1 Scope of Application

These terms of use (the “Terms”) apply to the use of the PayTrade settlement service
(the “Service”) of Carview Corporation (“Carview”) by the buyer of the product
(“Buyer”) on the website “tradecarview” operated by Carview (the “Website”; URL:
http://www.tradecarview.com).

Article 2 Use of the Service

1. Buyer shall apply to use the Service by the method designated by Carview upon
accepting the Terms, and the usage agreement for the Service between Seller and
Carview that comprises the provisions of the Terms (the “Agreement”) shall
become effective at the time when Carview approves the application. Carview
may decide at its own discretion whether to approve or decline the application.

2. The Agreement becomes effective on the condition that the seller (“Seller”)
selling the product that is the subject of the transaction on the Website (the
“Product”) agrees to use the Service.

3. The Service may not be used unless a sales agreement (the “Sales Agreement”)
between Seller and Buyer is executed on the Website using the form designated by
Carview.

4. The Agreement is not a continuous agreement, but is entered into individually and
independently for each Product Sales Agreement executed between Seller and
Buyer.

5. Carview may set restrictions on amounts or other restrictions with respect to the
use of the Service. Buyer is able to use the Service only within the limits of the
restrictions.

Article 3 Payment by Buyer

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Once Buyer submits the Product purchase application to Seller on the Website, Buyer
shall transfer an amount not more or less than the price for the Product, shipping charge,
inspection fee, insurance premium, and other expenses payable by Buyer to Seller
pursuant to the Sales Agreement (the “Purchase Price”) into the bank account in
Carview’s name designated by Carview (the “Designated Account”) held at the financial
institution designated by Carview (the “Designated Financial Institution”).

Article 4 Receipt of Payment

1. If the transfer is made into the Designated Account, Carview will approve the
payment as transferred by Buyer into the Designated Account, provided that all of
the requirements set out in the following items are satisfied. However, Carview
may approve the payment at its own discretion even if some or all of the
requirements set out in the following items are not satisfied.

(1) The transfer is made by the date designated by Seller on the Website.

(2) The transfer is made under the transferor name set out in the addressee field
of the invoice issued on the Website (the “Invoice”).

(3) The amount transferred is not more or less than the full amount of the
transfer amount specified on the Invoice.

2. Carview is in no way liable for damage incurred by Buyer due to Carview


approving or not approving the payment pursuant to Paragraph 1.

3. In addition to the case where Carview does not approve the payment pursuant to
Paragraph 1, Carview will not be able to receive the transfer from Buyer into the
Designated Account if the transfer by Buyer is subject to any grounds for
transaction restrictions of the Designated Financial Institution. Carview is in no
way liable for damage incurred by Buyer due to Carview not being able to receive
the payment.

4. If the transfer from Buyer is received in the Designated Account in accordance


with the provisions of Paragraph 1, Carview will deem this to be payment of the
Purchase Price, and will accept the payment on behalf of Seller.

5. Notwithstanding Paragraph 4, Carview will itself receive the excess amount if the
transferred amount exceeds the amount specified on the Invoice and such excess
amount is less than JPY5000 (calculated after conversion to Japanese yen if the
conversion set out in Article 5 is carried out; the same applies in Paragraph 6).

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In this case, Buyer is deemed, at the time the transfer is made to the Designated
Account, to abandon any rights it has in the excess amount, such as the right to
demand restitution, and to agree that the excess amount belongs to Carview.

6. Carview will refund Buyer the excess amount in Paragraph 5 if it is JPY5000 or


more and Buyer requests the refund. However, Buyer shall pay any remittance
fees or other expenses incurred by the refund, in addition to a fee charged by
Carview. If Buyer expresses to Carview an intention to abandon its rights in the
excess amount in this Paragraph, the provisions of Paragraph 5 will apply.

Article 5 Conversion to Yen

1. If Carview receives the transfer from Buyer in the Designated Account in


accordance with Article 4, Carview will convert the money received into Japanese
yen in accordance with the exchange rate (TTM) announced by the Designated
Financial Institution at 10:00 a.m. of the day on which receipt of the payment is
confirmed. However, if the total amount for the one exchange transaction
exceeds US$100,000.00, the exchange rate (TT) will be as at the time the payment
was received. Any amount less than one yen is rounded down. Buyer shall
bear the exchange risk, and Carview in no way bears the exchange risk. Further,
Buyer may not instruct Carview regarding the method or timing of converting the
money received into yen.

2. The provisions of Paragraph 1 shall not apply if the Invoice specifies the transfer
amount in Japanese yen and Buyer makes such payment in Japanese yen.

Article 6 Payment to Seller

1. If Carview receives the transfer from Buyer in the Designated Account in


accordance with Article 4, and Seller, using the method designated by Carview,
makes a request to Carview (the “Payment Request”) that Carview pay the
Purchase Price that Carview received from Buyer on behalf of Seller, (the
“Received Amount”) attaching an authentic copy of the Bill of Lading (“B/L”),
Carview will, after comparing the addressee details and the vehicle identification
number set out in the copy of the B/L with those set out in the Invoice and
acknowledging that they match, transfer in Japanese yen (converted using the
method set out in Article 5) the Received Amount less the usage fee received by
Carview from Seller, into the bank account designated by Seller by the date
designated by Carview.

2. Carview business days (“Carview Business Days”) are as decided by Carview and
published by the method designated by Carview. Financial institution business

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days are as decided by the relevant financial institutions.

Article 7 Refunding Buyer

1. In any of the following cases, if Buyer has made a request to Carview for a refund,
Carview may refund on behalf of Seller without delay into the bank account
designated by Buyer the Received Amount, after conversion into the currency
with which Buyer made the payment, in accordance with the exchange rate (TTS)
announced by the Designated Financial Institution at 10:00 a.m. of the day on
which the refund request is approved. However, if the total amount for the one
exchange transaction exceeds US$100,000.00, the exchange rate (TTS) will be as
at the time the refund is remitted. Buyer bears the exchange risk and Carview in
no way bears the exchange risk. Buyer may not instruct Carview regarding the
method or timing of converting the refund money into the currency with which
Buyer made the payment.

(1) Seller does not make the Payment Request to Carview by the method
designated by Carview within a specified period after notification from
Carview of the receipt of the payment.

(2) The issue date of the B/L is more than 60 days after the date on which the
Sales Agreement between Seller and Buyer was entered into.

(3) An inconsistency between the addressee details and vehicle identification


number set out in the copy of the B/L and those set out in the invoice is not
resolved within a specified period after the B/L is issued.

(4) Before payment by Carview to Seller of the Purchase Price pursuant to


Article 6, Seller makes a request for cancellation to Carview using the
method designated by Carview, and Carview accepts the request.

(5) The remittance fails to meet any or all of the requirements provided for in
the items of Article 4.1, and although Carview approves the payment into
the Designated Account, Buyer fails to satisfy the unmet requirements
without delay.

(6) Seller breaches a provision of its agreement with Carview relating to use of
the Service.

(7) Seller is subject to suspension of payments, or a petition is made for


provisional attachment, attachment, auction, commencement of bankruptcy

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proceedings, commencement of civil rehabilitation proceedings,
commencement of corporate reorganization proceedings, or commencement
of special liquidation.

(8) The negotiable instruments or checks drawn or accepted by Seller are


dishonored, or Seller receives a disposition from a clearing house to suspend
transactions.

(9) Seller receives a delinquency disposition for taxes or other public charges.

(10) Seller receives a disposition, such as for business suspension, from a


supervisory government agency.

(11) There is a material breach of Carview’s trust by Seller.

(12) Any other material ground equivalent to the preceding items arises that
makes it difficult to continue the Agreement, or Carview finds a refund to be
necessary for the protection of Buyer.

2. Carview will in no way respond to a request from Buyer for a refund unless the
refund is in accordance with the provisions of Paragraph 1.

3. If the refund in Paragraph 1 is for a reason attributable to Buyer, the processing


fee for the refund (including transfer fees necessary for refunding, the “Refund
Processing Fee”) shall be US$150.00 (or JPY15,000) plus 3.9% of the Received
Amount (any amount less than one US dollar (or one Japanese yen) is rounded
down). Even if such amount totals less than US$300.00 (or JPY30,000), the
Refund Processing Fee shall be US$300.00 (or JPY30,000). In this case, if the
payment was made in US dollar, Carview may refund Buyer after deducting the
Refund Processing Fee (any amount less than one Japanese yen is rounded up)
plus the consumption tax in Japanese yen from the Received Amount. The
exchange rate for this transaction shall be the rate (TTB) used by the Designated
Financial Institution as at the time the refund is remitted.

4. Buyer definitively loses the right to receive the refund from Carview in any of the
following cases:

(1) Carview transfers the Purchase Price into the bank account designated by
Seller in accordance with the provisions of Article 6;

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(2) Buyer does not make a refund request within two years of the day following
the date on which the reason for the refund set out in Paragraph 1 arose; or

(3) Although Carview carries out the refund process in accordance with the
provisions of Paragraph 1, Buyer does not receive the payment into its
designated bank account within two years of the date on which the reason
for the refund set out in Paragraph 1 arose.

Article 8 Carview’s Exemption from Liability

1. The Sales Agreement is executed with Seller and Buyer as the parties, is entered
into directly between the parties and is performed at the risk of the parties.
Carview is not the agent or an intermediary of either Seller or Buyer. Carview is
in no way liable to Buyer for the conduct of Seller.

2. Any problems relating to the Sales Agreement, such as nondelivery of the product,
nondelivery of the original documents necessary for Buyer to lawfully receive and
use the Product, delivery of the wrong product, defect, defacement, disfigurement,
damage, mistake, fraud, impersonation, cancellation, or an accident occurring
during product delivery, are resolved between Buyer and Seller at the
responsibility and cost of Buyer, and Carview is in no way liable.

3. Carview is in no way liable to Buyer if the documents necessary for Buyer to


lawfully receive and use the Product are forgeries or counterfeits.

4. Buyer shall carry out all negotiations with Seller relating to the Sales Agreement
between Buyer and Seller about such matters as the Purchase Price and its
payment, and Carview is not required to explain the breakdown of the Purchase
Price to Buyer, or demand payment from Buyer. However, Carview is not
precluded from making enquiries to Buyer in relation to such matters as the status
of the performance of the Sales Agreement, and Buyer shall reply to any such
enquiries from Carview.

5. If a dispute arises between Buyer and Seller or a third party, or Buyer causes
damage to Seller or a third party, Buyer shall resolve the dispute at its own cost
and responsibility, or shall compensate Seller or the third party for any damage.
If such a dispute arises, and Carview receives a claim for damages from Seller or
the third party, Buyer shall compensate Carview for all expenses incurred by
Carview (including Carview’s attorney’s fees, and money paid by Carview due to
a judgment or settlement).

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6. Seller or Buyer shall bear any exchange risk associated with use of the Service,
and Carview in no way bears any exchange risk.

7. Carview is in no way liable for detriment or damage incurred by Buyer due to


Buyer using the Service or by Buyer being unable to use the Service, unless the
detriment or damage is caused by the willful misconduct or gross negligence of
Carview.

8. Even if it is found that Carview is liable to Buyer for compensation, the maximum
amount of compensation payable by Carview is the Purchase Price.

9. If Buyer causes Carview any damage through the use of the Service, Buyer shall
compensate Carview for that damage.

Article 9 Confidentiality

1. Buyer shall not disclose or divulge to a third party any technical, operational, or
other business information provided to Buyer by Carview in relation to the
Agreement, that is either information that Carview discloses after indicating that it
is confidential in writing, or information that Carview discloses after indicating
orally that it is confidential and then specifies its content in writing within 14 days
of disclosure (collectively “Confidential Information”). However, this does not
apply to any of the types of information set out below. Also, Buyer may disclose
Confidential Information that a law or ordinance requires be disclosed, but Buyer
may only disclose this information to the recipients authorized by the relevant law
or ordinance to receive the information.

(1) Information already possessed by Buyer without any confidentiality


obligation.

(2) Information Buyer obtained legitimately from a third party without any
confidentiality obligation.

(3) Information Buyer developed independently without relying on information


provided by Carview to Buyer.

(4) Information that becomes public knowledge, whether before or after Buyer
receives it, without Buyer breaching the Agreement.

2. Buyer shall use Confidential Information only within the scope of the purpose of

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the Agreement, and shall not use Confidential Information for any other purpose.

3. Buyer shall disclose Confidential Information only to officers and employees who
are required to know the information for the purpose of the Agreement, and Buyer
shall impose on the officers and employees to whom the Confidential Information
is disclosed an equivalent obligation to the confidentiality obligation borne by
Buyer under the Agreement, which will apply even after the relevant officers and
employees leave that employment.

4. The provisions of this article continue to be effective even after the termination or
expiration of the Agreement.

Article 10 Interruption of the Service

1. Carview may interrupt or suspend all or part of the Service at its own discretion if
unavoidable circumstances arise, such as if periodic or emergency maintenance of
the systems or networks of Carview is carried out in order to maintain the Service,
or if Carview becomes unable to maintain the provision of the Service due to
force majeure such as a natural disaster, or if it becomes difficult to provide the
Service due to a matter such as a complaint by a third party.

2. Carview is in no way liable for any damage to Buyer arising from delays in
provision of the Service or the interruption or suspension of the Service pursuant
to Paragraph 1.

Article 11 Amendment of the Terms

Carview may amend the Terms without notifying Buyer in advance.

Article 12 Severability

If any of the provisions of the Agreement are judged to be unlawful or invalid by a court
with jurisdiction, the effectiveness of the remaining provisions will not be affected.

Article 13 Entire Agreement

The Agreement supersedes any discussions, agreements, promises and contracts made
between the parties in relation to this matter prior to the Agreement.

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Article 14 Governing Law and Jurisdiction

The laws of Japan shall govern the Agreement, and the Tokyo District Court has
exclusive jurisdiction as the court of first instance for any dispute that arises between
Carview and Buyer in relation to the Service or the Agreement.

Article 15 Language

The governing language of the Agreement is Japanese, and the Agreement must be
interpreted in accordance with the Japanese original. The content of any translation
into English or another language for the reference of Buyer in no way affects the
interpretation of the Agreement.

Special Provisions for Dollar Settlement Option

If Seller selects the Dollar Settlement Option, the PayTrade Terms of Use for Buyer (the
“Original Terms of Use”) will apply as amended by the following special provisions.

Article 1 Conversion to Yen (re: Article 5 of Original Terms of Use)

The provisions of Article 5 of the Original Terms of Use do not apply.

Article 2 Payment to Seller (re: Article 6.1 of Original Terms of Use)

The phrase “in Japanese yen (converted using the method set out in Article 5) the
Received Amount” in Article 6.1 of the Original Terms of Use is replaced by the phrase
“the Received Amount”.

Article 3 Refunding Buyer (re: Article 7.1 of Original Terms of Use)

Carview will not carry out the conversion into the currency with which the payment was
made, as set out in Article 7.1 of the Original Terms of Use.

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