AGREEMENT ON REWARDS IN LOUNGE

Agreement on Rewards in LOUNGE (hereinafter, “the Agreement”) establishes the conditions between AWA Co. Ltd. (hereinafter, “the Company”) and the performer of a stream (hereinafter “the streamer”) regarding the payment of rewards during a stream hosted on LOUNGE (hereinafter, “the stream”) in the AWA content streaming service (hereinafter, “the service”) provided by the Company. If there are two or more participants in the stream, a single representative shall be designated the streamer. In such cases, the other individuals in addition to the streamer are referred to as “constituent members.”

Article 1 (Consent to the Agreement, etc.)

The streamer shall, at their own expense, perform their own stream or oversee the performance of the stream by constituent members in accordance with the Agreement, as well as the AWA Community Guidelines and any other explanations of the service, etc., separately established by the Company. The streamer cannot perform their own stream, oversee the performance of the stream by constituent members, or demand rewards as described in the following article and Article 3 (hereinafter, “rewards”) without consenting to the Agreement and the AWA Community Guidelines separately established by the Company.

Article 2 (Royalties)

When the streamer performs a stream, at the time when the stream ends, the streamer shall accrue as compensation an amount derived from the profits from paid item sales during said stream multiplied by a rate prescribed by the Company, as well as an amount corresponding to audience activity during the stream calculated based on the Company’s criteria.

Article 3 (Gold Streamer)

1. Every month, the Company shall select a Gold Streamer based on the Company’s criteria from among the streamers according to their performance in the previous month. However, the status of Gold Streamer shall be valid only for a limited period which the Company shall notify the Gold Streamer of separately in accordance with Section 9 of the Agreement.
2. When the Gold Streamer performs a stream, at the time when said stream ends, the streamer shall accrue as compensation an amount which is calculated based on the Company’s criteria according to the length of said stream. The Company shall notify the Gold Streamer about the details of the compensation separately in accordance with Article 9 of the Agreement.
3. In the event any of items 2 through 4 of Article 6 apply, or the Company decides that the streamer is otherwise unsuitable as a Gold Streamer, the Company may revoke Gold Streamer status.

Article 4 (Payment of rewards)

1. The streamer must use the payout service provided by PayPal Pte. Ltd. (hereinafter, “payout”) to receive rewards, and the streamer’s PayPal account must be linked with the service via the prescribed procedures.
2. The streamer shall receive rewards in accordance with the terms of the contract the streamer signed separately with PayPal Pte. Ltd. If the streamer does not abide by the terms of the contract with PayPal Pte. Ltd., they may be unable to receive rewards.
3. When the Company pays rewards to the streamer based on the Agreement, if the amount of rewards (Tax withheld at source, including sales tax. The same applies hereafter.) is greater than 1,000 JPY, the streamer may receive the rewards via payout by submitting a request through the prescribed procedures. (When submitting a request for the first time, the prescribed information (hereinafter, “registered details”) must be provided to the Company as well.) However, when the contract based on the Agreement between the Company and the streamer ends, if the amount of rewards owed by the Company to the streamer is less than 1,000 JPY, the streamer can still receive the rewards via payout by submitting a request through the prescribed procedures. When the streamer’s registered details change, they shall notify the Company in advance or promptly after the change via the prescribed methods.
4. When there is a request as described in the preceding section, the Company shall pay the rewards (if subject to tax withholding at source, the withholding income tax will be deducted) to the streamer via payout on one of the following payment dates.
   ① If the request was made between the 1st and 15th: the 25th of the month of the request
   ② If the request was made between the 16th and last day of the month: the 10th of the month following the request
   *However, if banks are not open on the payment date, the payment shall be made on the next business day.
5. Notwithstanding the provisions of the preceding two sections, if the amount of the rewards owed by the Company to the streamer is greater than 500,000 JPY, the Company may pay the full amount of the rewards to the streamer via payout on the payment date prescribed by the Company in the month following the date on which a balance of 500,000 JPY was reached, even without a request from the streamer.
6. The streamer shall resolve any disputes with PayPal Pte. Ltd. regarding the receipt of rewards at their own responsibility and expense, and shall not cause any trouble or damages to the Company. Furthermore, the Company assumes no liability for any damages suffered by the streamer arising from such disputes.
7. If the Company suffers damages arising from a dispute between the streamer and PayPal Pte. Ltd., said streamer shall indemnify the associated damages at the request of the Company.

Article 5 (Handling of Constituent Member Compensation, etc.)

1. The streamer shall be responsible for making all payments of compensation, etc., to constituent members who participated in the stream. The streamer shall take necessary measures to ensure that the constituent members do not make demands to the Company for associated compensation, royalties, or any other nominal remuneration.
2. The Company assumes no obligation to make any payment to constituent members who participated in the stream.

Article 6 (Cases of Non-Payment of rewards)

The Company is not obligated to pay rewards in any of the following cases. The streamer shall agree to the handling of such matters without objection.

1. A year has passed since the date of the last accrual of rewards without the streamer submitting a request as described in Article 4 Section 3 (including cases in which a request is made without the streamer’s PayPal account being linked to the service as described in Article 4 Section 1) following the last accrual of rewards
2. The streamer and/or constituent members committed a violation of any of the terms of the Agreement or the AWA Community Guidelines separately established by the Company
3. The Company has deemed the streamer unsuitable as a representative, including cases in which there are two or more contributors to the stream and only the streamer has resigned.
4. It is determined that the Gold Streamer or a constituent member has performed a stream without communicating with the stream audience.
5. The Company has otherwise determined that rewards should not be paid

Article 7 (Exclusion of Anti-Social Forces)

1. The streamer shall affirm that they and/or the constituent members do not meet the definition of members of an organized crime group or other anti-social forces, and shall not do so in the future.
2. If the affirmation described in the preceding section is violated, or violation is suspected, the Company may terminate its contract, based on the Agreement with the streamer. Furthermore, the Company assumes no obligation to indemnify the streamer or constituent members for damages arising from this.

Article 8 (Prohibition of Transfer)

The position as a streamer conferred based on the Agreement cannot be transferred in whole or in part to any third party.

Article 9 (Notifications)

1. The Company shall notify the streamer of necessary information via notifications in the application for the service, mail, email, text message, posting on the website for the service, or any other means the Company deems appropriate.
2. If the notification described in the preceding section is performed by electronic means such as notifications in the application for the service, email, text message, or posting on the website for the service, the Company shall consider it to be received at the point in time at which said notification is posted or transmitted. Additionally, if the notification described in the preceding section is performed by means other than electronically, the Company shall send the notification to the mailing address, email address, or telephone number, etc., provided by the streamer, and said notification will be considered received at such time that it would normally be likely to have arrived.

Article 10 (Modification, Suspension, and Discontinuation of the Stream, etc.)

1. The Company may revise, add to, modify, or update the specifications, etc., of the service, including the stream, without advance notice. In such cases, the Company will notify the streamer after the fact.
2. Notwithstanding the provisions of the preceding section, if the revision, addition, modification, or update described in the preceding section would inflict a loss on the streamer, the Company will notify the streamer a reasonable period of time in advance.
3. The Company may, with advance notice to the streamer, temporarily suspend the provision of the service, including the stream, for maintenance or inspection of the system, etc. However, provision of the service, including the stream, may also be interrupted without advance notice due to circumstances unforeseen by the Company.
4. The Company may discontinue the service, including the stream, in the event of unavoidable circumstances arising with regard to the operation of the service, including the stream.

Article 11 (Disclaimer)

Except in cases of intentional action or gross negligence by the Company, the Company assumes no liability for any direct or indirect damages incurred by the streamer or constituent members (including the leaking of registered information, etc., through the loss of a mobile device, etc.) due to the performance of, or the inability to perform, the stream by the streamer or constituent members.

Article 12 (Indemnity of Damages)

The streamer will be responsible for the indemnity of damages to the Company (including members of the Company’s corporate group) or third parties due to causes attributable to the streamer or the constituent members.

Article 13 (Governing Law and Jurisdiction)

1. The application and interpretation of the Agreement is based on the law of Japan.
2. It is agreed that the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction in the first instance over disputes arising between the streamer and the Company regarding the Agreement.

Article 14 (Modification of the Agreement)

1. The Company may modify the Agreement in cases in which it conforms to the common interests of the streamer, or in which it is not contrary to the purposes of the Agreement. In such cases, the streamer will be subject to the terms of the modified user agreement.
2. When the Company makes modifications as described in the preceding section, the Company will establish the time at which the modifications will take effect, and will notify the streamer of the modification of the Agreement, the contents of the modified terms of the Agreement, and time at which it will take effect in accordance with Article 9 of the Agreement.