Terms of Use

The Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the Registered Users as well as the rights and obligations of dreamstock Inc. (hereinafter referred to as the “Company”) and the Registered Users with respect to the use of the Service (defined in Article 2) provided by the Company. Everyone desiring to use the Service will be required to read through the entire text of the Terms before agreeing thereto.

Article 1 Scope of Application

1.1 The Terms shall define the rights and obligations of the Company and the Registered Users (defined in Article 2), and shall apply to any relationship between the Company and the Registered Users with respect to the use of the Service. 1.2 The rules and regulations concerning the Service which may be posted by the Company on the Website (defined in Article 2) from time to time shall constitute part of the Terms.

Article 2 Definitions

For the purposes of the Terms, the following terms shall have the meanings ascribed to them

as follows:

(1) “Intellectual Property Rights” means copyrights, patents, utility model rights, trademark

rights, and any other intellectual property rights including, without limitation, the rights to

acquire these rights or to file an application for the registration of any of such rights.

(2) “Website” means the website on the Internet operated by the Company with the domain

of dreamstock.co.jp, including, without limitation, the new website in cases where the domain

or content of the Website is revised, amended or changed for any reason.

(3) “Applicant” means the “Applicant” defined in Article 3.

(4) “Registration Information” means the “Registration Information” defined in Article 3.

(5) “Registered User” means an individual or a corporation who is registered in accordance

with the provisions of Article 3.

(6) “Service” means the video sharing and social networking services for soccer players and

soccer coaches named dreamstock provided by the Company including, without limitation,

the service after change in cases where the name or content of the Service is changed for

any reason.

(7) “Service Agreement” means the “Service Agreement” defined in Article 3.4.

(8) “Third Party SNS Services” means social networking services provided by third parties,

such as Facebook, which have functions of user identification, disclosure of relationships

with friends, posting of contents in such services, etc. and which shall be used in relation to

the Service.

(9) “Third Party SNS Providers” means the entities which provide the Third Party SNS

Services.

(10) “Terms of Use for Third Party SNS” means the terms applicable between the Registered

User and the Third Party SNS Providers.

Article 3 Registration

3.1 Any person or entity which desires to use the Service (hereinafter referred to as the

“Applicant”) may select “PLAYER” or “COACH” and apply to the Company for the registration

corresponding to such classification by agreeing to abide by the Terms and providing the

Company with the information required by the Company (hereinafter referred to as the

“Registration Information”) in a manner specified by the Company; provided, however, that

any person who is the age of 3 or younger may not apply for the registration.

3.2 The application for the registration shall be made by an individual or a corporation that

will use the Service, and applications by proxy will not be accepted. For each application for

the registration, the Applicant shall provide true, correct and current information to the

Company.

3.3 The Company may reject the registration if:

(1) the Company determines that the Applicant is likely to violate the Terms;

(2) the Registration Information submitted to the Company contain, in whole or part, false or

erroneous statements or omissions;

(3) the registration of the Applicant for the use of the Service has once been cancelled;

(4) the Applicant is between the ages of 4 and 20, an adult ward, a person under curatorship

or a person under assistance, and has not obtained the necessary consent of its respective

legal representative, guardian, curator or assistant;

(5) the Company determines that the Applicant is antisocial forces (which mean gang

groups, gang members, right-wing groups or other similar entities; the same shall apply

hereinafter), or the Company determines that the Applicant is associated with or involved in

antisocial forces in any manner such as cooperating or engaging in maintenance, operation,

management of antisocial forces through funding or any other method; or

(6) the Company otherwise determines that the registration would be inappropriate.

3.4 The acceptance or rejection of applications for the registration shall be determined by the

Company in accordance with the criteria established by the Company, including, without

limitation, the items of Article 3.3. The registration of an Applicant as a Registered User shall

be deemed to have been completed when the Company issues to the Applicant a notice

stating that the application has been accepted. The completion of the registration constitutes

the execution of the agreement (the “Service Agreement”) between the Registered User and

the Company with respect to the use of the Service in accordance with the provisions of the

Terms.

3.5 In the event of any change in the Registration Information, the Registered User shall

promptly notify the Company of such change in accordance with the procedure specified by

the Company and submit to the Company the required information.

Article 4 Use of the Service

4.1 The Registered User shall be entitled to use the Service in accordance with the Terms in

such a manner as specified by the Company, during the effective term of the Sevice

Agreement.

4.2 The Registered User who has selected “PLAYER” in the application for the registration

may apply for the advertisement for soccer players posted on the Service by the club which

is registered in the Service (the “Club”).

4.3 The Company may provide to the Club the Registration Information and any other

information which is provided by the Registered User for the purpose of the application

pursuant to Article 4.2, including, without limitation, the Registered User’s personal

information (as defined in Article 2, Paragraph 1 of Act on the Protection of Personal

Information).

4.4 The Registered User agrees to the provision pursuant to Article 4.3 and shall not raise

any objection to such provision.

Article 5 Fee

The Service is free of charge; provided, however, that in cases where the Service used by the Registered User is a paid service, such Registered User shall pay the fee for the Service described in the Website (hereinafter referred to as the “Fee”) to the Company in accordance with the payment method described in the Website by the payment due date described in the Website and in the event that such Registered User fails to pay the Fee, such Registered User shall pay to the Company 14.6% per annum of the unpaid amount as

default interest.

Article 6 Management of User ID and Password

6.1 The Registered User shall be fully responsible for the security and safekeeping of its user ID and password (the “Account Information”) and the Registered User shall not cause or permit any third party to use the Account Information nor shall it loan, assign, cause to be owned in the name of another person, sell or otherwise dispose of the Account Information . 6.2 The Registered User shall be responsible and liable for any damage incurred by the Registered User as a result of inadequate management, wrong or improper use, or use by a

third party of the Account Information and other similar events. In no event shall the Company be responsible or liable for such damage. 6.3 In cases where the Account Information is found to be stolen or used by a third party, the Registered User shall immediately notify the Company to that effect and follow the instructions provided by the Company.

Article7 ProhibitedActivities

7.1 The Registered User shall be prohibited from engaging in any of the following acts with

respect to the use of the Service:

(1) to perform any act which would infringe any Intellectual Property Rights, portrait rights,

privacy rights, credits, or other rights or interests of the Company, other Registered Users,

the Third Party SNS Providers or other third parties (including, without limitation, any act

which raise such infringement directly or indirectly);

(2) to perform an act associated with a criminal act, or an act against public order and good

morals;

(3) to transmit information which is indecent or harmful for minors;

(4) to transmit information related to relationship with people of opposite sex;

(5) to perform any act which violates any law or regulation, or the internal rules of the entity

of which the Company or the Registered User is a member;

(6) to transmit information containing computer viruses or other harmful computer programs;

(7) to modify information which can be used for the purpose of the Service;

(8) to transmit through the Service data the volume of which is larger than the size of data

specified by the Company;

(9) to create two or more user ID;

(10) to perform any act which is likely to interfere with the operation of the Service by the

Company; or

(11) to perform any other acts determined by the Company to be inappropriate.

7.2 In cases where the Company determines that the act of the Registered User to transmit

information in the Service falls or is likely to fall under any of the items of Article 7.1, the

Company may delete all or part of such information without any prior notice to the

Registered User. The Company shall in no event be responsible or liable for any damage

incurred by the Registered User as a result of an action taken by the Company pursuant to

this Article 7.2.

Article 8 Discontinuation or Suspension of the Service

8.1 In the event of any of the following circumstances, the Company shall reserve the right to

permanently discontinue or temporarily suspend all or part of the use of the Service without

prior notice to the Registered User:

(1) When the Company conducts scheduled or unscheduled inspections or maintenance of

the computer systems relating to the Service;

(2) When a computer or telecommunications network ceases to operate or function as a

result of an accident;

(3) When the operation of the Service becomes difficult due to fire, power failure, natural

disaster, or any other cause of force majeure;

(4) When troubles, discontinuation or suspension of service, discontinuation of association

with the Service, changes of specifications, etc. occur with respect to the Third Party SNS

Services; or

(5) When for any other reason the Company determines that the discontinuation or

suspension will be necessary.

8.2 The Company may, in its discretion, terminate the provision of the Service. In this case,

the Company gives prior notice to the Registered User.

8.3 The Company shall not be responsible or liable for any damage incurred by the

Registered User as a result of any action taken by the Company in accordance with this

Article 8.

Article 9 Preparation of Devices

9.1 The Registered User shall, at its own costs and responsibilities, prepare and maintain

computers, software and other devices, and telecommunication line and other

communication environment which are necessary to use the Service.

9.2 The Registered User shall, at its own costs and responsibilities, prepare and maintain

security systems suitable for the Registered User’s environment for use of the Service to

avoid attack of computer virus, unauthorized access, information leakage, etc.

9.3 The Company shall have no obligation to retain the messages or other information

transmitted by or to the Registered User through the Service even in cases where such

information has been retained by the Company for a certain period for operational reasons,

and the Company may delete such information at any time in its discretion. The Company

shall not be responsible or liable for any damage incurred by the Registered User as a result

of such deletion of information.

9.4 In cases where at the commencement of or during the use of the Service the Registered

User installs software or programs from the Website into its computers by way of downloading or other means, the Registered User shall exercise due care in order to prevent the loss or alteration of the information held by it, or any fault or damage to its equipment. The Company shall in no event be responsible or liable for such loss or damage incurred by the Registered User.

Article 10 Ownership and Intellectual Property Rights etc.

10.1 All ownership rights and Intellectual Property Rights in and to the Service and the

Website shall vest in the Company or its licensors, and unless otherwise provided for

expressly herein, the use of the Service permitted through the registration under the Terms

shall not be construed as assigning, or granting any license with respect to, any Intellectual

Property Rights concerning the Website or the Service held by the Company or its licensors.

The Registered User shall not, for any reason whatsoever, perform any act which would

infringe any Intellectual Property Rights of the Company or its licensors, including, without

limitation, disassembling, decompiling, or reverse engineering.

10.2 The Registered Users shall grant to the Company the non-exclusive, sublicenseable

and royalty-free license to copy, reproduce, modify or otherwise use, without any restriction,

the texts, graphics, videos and other data uploaded or transmitted in the Website or the

Service by the Registered User.

10.3 Treatment by the Company of the Registered User’s information shall be subject to the

provisions of our Privacy Policy (URL:[ ]), which are separately prescribed, and the

Registered User hereby agrees to treatment by the Company of the Registered User’s

information subject to such Privacy Policy.

10.4 The Company may, in its sole discretion, use or make public any information or data

provided by the Registered User to the Company as statistic information in a form that

cannot identify an individual, and the Registered User may not challenge or dispute such

use.

Article 11 Cancellation of Registration

11.1 The Company may suspend temporarily the use by the Registered User of the Service

or cancel the registration of the Registered User without any prior notice if:

(1) the Registered User violates any provision of the Terms;

(2) the Registration Information is found to contain false information;

(3) the Registered User uses or attempts to use the Service for such purposes or in such a

manner as would cause damage to the Company, other Registered Users, the Third Party

SNS Providers or other third parties;

(4) Use of the Third Party SNS Services or association with the Third Party SNS Services

becomes difficult in relation to the Registered User due to its violation of the Terms of Use for

Third Party SNS or other reasons;

(5) the Registered User interferes with the operation of the Service by any means;

(6) payment by the Registered User is suspended, or the Registered User becomes

insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate

reorganization, special liquidation, or other similar proceedings is instituted with respect to

the Registered User;

(7) the Registered User dishonors any note or check issued or accepted by it;

(8) a petition is filed against the Registered User for attachment, provisional attachment,

provisional disposition, judicial enforcement or an auction sale;

(9) the Registered User becomes subject to the procedures for tax delinquency;

(10) the Registered User dies or is subject to an order for the commencement of

guardianship, curatorship, or assistance;

(11) the Registered User has not used the Service for a period of 6 months or more, and has

not responded to any communication from the Company;

(12) the Registered User falls under any of the items of Article 3.3; or

(13) the Company determines for any reason that the continuation of the registration of the

Registered User would be inappropriate.

11.2 In cases where the Registered User falls under any of items of Article 11.1, any and all

monetary debt of the Registered User to the Company shall become forthwith due and

payable, and the Registered User shall immediately pay such monetary debt.

11.3 Each of the Company and the Registered User may cancel the Registered User’s

registration as a Registered User by sending a 30 days prior notice to the other party in

accordance with the procedures specified by the Company.

11.4 The Company shall in no event be responsible or liable for any damage incurred by the

Registered User as a result of any action taken by the Company in accordance with the

provisions of this Article 11.

11.5 In the event of the cancellation of the registration pursuant to this Article 11, the

Registered User shall return, destroy or otherwise dispose of the software, manuals or any

other materials supplied by the Company in connection with the Service, in accordance with

the instructions provided by the Company.

Article 12 Disclaimer and Limitation of Liability

12.1 The Company makes no warranty for accuracy or appropriateness of any practice

menu or any other information provided by or uploaded to the Service. The Service is

provided “as is”, and the Company makes no warranty of any kind, including, without

limitation, warranty of fitness for particular purpose, merchantability, completeness or

consistency, with respect to the Service.

12.2 The Company makes no warranty regarding the accident that is occurred in cases

where the Registered User registered as “COACH” shoots a video to upload to the Service,

the accident that is occurred in cases where the Registered User registered as “PLAYER”

practices according to the video regarding practice menu uploaded by another Registered

User or any other accident that is occurred with respect to the use of the Service.

12.3 The Company does not make any warranty which is not expressly provided for in the

Terms even in cases where the Registered User has acquired from the Company, directly or

indirectly, any information concerning the Service, the Website, other Registered Users or

any other matter.

12.4 Although the Service may be associated with the Third Party SNS Services, the

Company makes no warranty regarding such association. The Company shall not be

responsible or liable even when such association is not available.

12.5 In cases where the Service is associated with the Third Party SNS Services, the

Registered User shall comply with the Terms of Use for Third Party SNS at its own costs and

responsibilities. In no event shall the Company be responsible or liable for disputes, etc.

which arise between the Registered User and the Third Party SNS Providers.

12.6 The Registered User shall investigate at its own expense and responsibility to

determine whether or not its use of the Service will violate any law or regulation applicable to

the Registered User or the internal rules of the entity of which the Registered User is a

member, and the Company makes no warranty that the use of the Service by the Registered

User will comply with the laws and regulations applicable to the Registered User and the

internal rules of the entity of which the Registered User is a member.

12.7 The Registered User shall, with its full responsibility, treat and resolve all transactions,

communications, disputes, etc. in connection with the Service or the Website which arise

between the Registered User and other Registered Users, the Third Party SNS Providers or

other third parties. In no event shall the Company be responsible or liable for them.

12.8 In no event shall the Company be responsible or liable for suspension, discontinuation,

unavailability or modification of the Service caused by the Company, deletion or loss of any

message or information from the Registered User, cancellation of the registration of the

Registered User, loss of data or failure of or damage to equipment through the use of the

Service, or any other damage incurred by the Registered User in connection with the

Service.

12.9 Even if the Website contains links to and from other websites on the Internet, the

Company shall not, for any reason, be responsible for any websites other than the Website

or any information obtained therefrom.

12.10 In no event shall the Company be responsible or liable for the damage incurred by the

Registered User in connection with the Service. Even if the Company is responsible or liable

for the damage by the application of Consumer Contract Law of Japan or other reasons, the

responsibility and liability of the Company for the damage are limited to the total amount that

the Company receives actually from the Registered User during the last 3 months before the

date on which the cause of such damage occurs or 1,000 Japanese Yen, whichever is

higher

Article 13 Indemnification by the User

13.1 The Registered User shall indemnify and hold harmless the Company from and against

any damage incurred by the Company as a result of any breach by the Registered User of

any provision of the Terms or resulting in connection with the use by the Registered User of

the Service.

13.2 The Registered User shall immediately notify the Company of any claim against the

Registered User brought by other Registered Users, the Third Party SNS Providers or other

third parties in connection with the Service or of any dispute arising between the Registered

User and any of the other Registered Users or other third parties, and shall settle such claim

or dispute at its own expense and responsibility and report the processes and results of the

settlement to the Company at the request thereof.

13.3 In cases where a claim is brought against the Company by other Registered Users, the

Third Party SNS Providers or other third parties by reason of infringement of rights or for any

other reason with respect to the use of the Service by the Registered User, the Registered

User shall compensate the Company for any amount of money which the Company has

been forced to pay to such other Registered Users, the Third Party SNS Providers or other

third parties based on such claim.

Article 14 Confidentiality

14.1 For the purposes of the Terms, the “Confidential Information” means any and all

information related to technology, business, operation, finance, organization, etc. of the

Company which may be provided or disclosed by the Company to, or come to the

knowledge of, the Registered User in connection with the Terms or the Service in writing,

orally or in storage media, etc., but excluding information (1) which is generally available to

the public or known to the Registered User at the time when the information is provided or

disclosed by the Company to or comes to the knowledge of the Registered User; (2) which

becomes publicly known through publication or otherwise without fault of the Registered

User after the information is provided or disclosed by the Company to or comes to the

knowledge of the Registered User; (3) which the Registered User has lawfully acquired

without any obligation of confidentiality from a third party authorized to provide or disclose

the information; (4) which the Registered User has developed independently of the

Confidential Information, or (5) which is confirmed by the Company in writing to be excluded

from the obligation of confidentiality.

14.2 The Registered User shall use the Confidential Information of the Company solely for

the purpose of using the Service hereunder, and shall not provide, disclose or divulge the

Confidential Information of the Company to any third party without the Company’s prior

written consent.

14.3 Notwithstanding the provision of Article 14.2, the Registered User may disclose the

Confidential Information of the Company when such disclosure is required by law or by an

order, requirement or request of a court or governmental authority; provided, however, that

such order, requirement or request shall be promptly notified to the Company by the

Registered User.

14.4 The Registered User shall first obtain the prior written consent of the Company if it

intends to reproduce any document or magnetic storage media containing the Confidential

Information of the Company, and shall keep the reproductions under strict control in the

same manner as provided for in Article 14.2.

14.5 At any time upon request of the Company, the Registered User shall promptly return to

the Company or destroy the Confidential Information of the Company and the documents or

other storage media containing or including the Confidential Information along with all

reproductions thereof in accordance with the instructions of the Company.

Article 15 Effective Term

The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered User, and remain in force and effect between the Company and the Registered User until the earlier of the termination of the registration or the cessation of the provision of the Service.

Article 16 Amendment and Changes to Terms, etc

16.1 The Company reserves the right to make amendment or change to the contents of the

Service without restriction.

16.2 The Company reserves the right to make amendment or change to the Terms(including,

without limitation, the rules and regulations concerning the Service which may be posted on

the Website; the same shall apply hereinafter in this Article 16). In the event of any

amendment or change to the Terms, the Company shall notify the Registered User to that

effect via email, SMS or any other means specified by the Company. If the Registered User

uses the Service, or fails to take steps to cancel the registration within the time specified by

the Company after the notice set forth above, the Registered User shall be deemed to have

agreed to such amendment and change made to the Terms.

Article 17 Notice

Any inquiries with respect to the Service or other communications or notices from the Registered Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.

Article 18 Assignment of Terms

18.1 The Registered User shall not assign, transfer, grant security interests on or otherwise

dispose of its status under the Service Agreement or rights or obligations under the Terms

without the prior written consent of the Company.

18.2 In cases where the Company assigns the business regarding the Service to a third

party by any means such as business transfer or company split, the Company may, as a part

of such assignment of business, assign to the third party assignee its status under the

Service Agreement, its rights and obligations under the Terms, and the Registration

Information and other information relating to the Registered User, and the Registered User

hereby agrees to such assignment in advance.

Article19 EntireAgreement

The Terms constitute the entire agreement between the Company and the Registered User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered User with respect to the matters contained herein.

Article 20 Severability

If any provision of the Terms or part thereof is held to be invalid or unenforceable under the

Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.

Article 21 Survival of Provisions

The provisions of Articles 5 (to the extent that the Fee is unpaid), 6.2, 7.2, 8.3, 9, 10, 11.2, 11.4, 11.5, 12 through 14, and 18 through 22 shall survive the expiration or termination of the Terms and remain in full force and effect; provide, however, that Article 14 shall survive only for 5 year(s) from the expiration or termination of the Terms.

Article 22 Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan without regard to conflict of laws principles. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court in the first instance.

Article 23 Resolution Through Discussion

Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered User.