New To Education Tutor Terms and Conditions 

Effective Date: June 6th, 2026

Introduction

This Comprehensive Tutor Agreement and Statements of Understanding ("Agreement") is entered into between New To Education ("NTE," "New To Education," "the Business," "Company," "we," "our," or "us") and the individual accepting these terms ("Contractor," "Tutor," or "Service Provider").

This Agreement governs participation on NewToEducation.com, Newtoed.com, future websites, mobile applications, educational systems, marketplaces, webinar systems, face-to-face services, directories, digital product systems, and all related services operated by the Company.

By accepting this Agreement, creating a tutor profile, offering services through the Platform, participating in onboarding, conducting lessons, publishing content, uploading materials, or otherwise utilizing Platform services, the Contractor acknowledges that they have read, understood, and voluntarily agreed to be legally bound by this Agreement.

Independent Contractor Status

The Contractor is and shall remain an independent contractor at all times. Nothing contained within this Agreement shall be interpreted as creating an employment relationship, agency relationship, partnership, franchise relationship, joint venture, fiduciary relationship, or other employment-related arrangement.

The Contractor acknowledges that they are not an employee of New To Education and are not entitled to employee benefits, workers' compensation benefits, unemployment benefits, retirement plans, pension plans, healthcare benefits, paid leave, overtime compensation, minimum work guarantees, or other benefits associated with employment.

The Contractor shall be solely responsible for all taxes, filings, registrations, permits, licenses, insurance requirements, reporting obligations, business expenses, professional certifications, and legal obligations arising from their activities.

Nature of Services

The Contractor may provide tutoring services, educational consulting, coaching, mentoring, language instruction, webinar instruction, course creation, ebook creation, curriculum development, resume services, career preparation services, workshops, educational content, digital products, face-to-face services, online services, group instruction, and other approved offerings.

The Company reserves the unrestricted right to approve, deny, modify, suspend, remove, restrict, or discontinue any service category, subject area, content offering, or instructional activity.

The Company does not guarantee that any Contractor will receive bookings, students, clients, customers, sales, revenue, visibility, referrals, leads, or business opportunities.

Scope of Responsibilities

The Contractor agrees to provide services in a professional, ethical, lawful, respectful, and competent manner. Responsibilities may include conducting lessons, preparing instructional materials, communicating with students, monitoring student progress, creating educational resources, maintaining accurate records, responding to inquiries, updating profile information, complying with Platform policies, and participating in training or onboarding activities.

The Contractor remains solely responsible for lesson preparation, instructional decisions, educational methodologies, content creation, scheduling commitments, and service delivery.

No Guarantee of Work

The Contractor acknowledges that participation on the Platform does not guarantee any minimum number of bookings, clients, students, consultations, content sales, affiliate earnings, webinar attendance, revenue, or business opportunities.

The Company makes no representations regarding future demand, market conditions, student interest, platform visibility, advertising effectiveness, or income potential.

The Contractor accepts all business risks associated with operating as an independent contractor.

Compensation Structure

Unless otherwise agreed in writing, Contractors shall receive seventy percent (70%) of the applicable fee paid by the client for tutoring services delivered through the Platform.

Contractors shall receive seventy percent (70%) of applicable net revenue generated through approved ebooks, courses, webinars, digital products, educational materials, and related offerings sold through Platform systems.

The Company reserves the right to modify pricing structures, commission structures, promotional programs, discounts, subscription models, platform fees, service fees, processing fees, and revenue-sharing arrangements upon reasonable notice.

Payment Processing and Taxation

Payments are generally issued monthly on or around the twenty-seventh (27th) day of each month for approved and completed services.

The Contractor acknowledges that taxes, withholding obligations, transaction fees, payment processor fees, banking fees, currency conversion fees, transfer fees, and related charges may reduce final payout amounts.

The Contractor remains solely responsible for reporting income and complying with applicable tax laws in their jurisdiction.

The Company reserves the right to withhold payments where required by law, court order, regulatory obligation, fraud investigation, dispute resolution process, chargeback investigation, or operational necessity.

Chargebacks, Refunds, and Disputes

The Contractor acknowledges that student refunds, payment disputes, chargebacks, fraudulent transactions, service failures, misconduct investigations, policy violations, cancellations, no-shows, and other circumstances may impact compensation.

Where refunds are issued due to Contractor misconduct, policy violations, failure to deliver services, inaccurate representations, repeated complaints, or other legitimate business concerns, corresponding amounts may be deducted from future payouts.

The Company reserves the right to investigate complaints and make final determinations regarding refunds and payment adjustments.

Confidentiality and Non-Disclosure

The Contractor acknowledges that during participation on the Platform they may receive access to confidential, proprietary, sensitive, or non-public information relating to New To Education, students, parents, guardians, affiliates, businesses, organizations, contractors, operational systems, pricing structures, marketing strategies, software systems, internal procedures, educational materials, business plans, financial information, platform analytics, customer data, and other proprietary information.

The Contractor agrees to maintain strict confidentiality regarding all such information and shall not disclose, distribute, copy, transmit, reproduce, sell, publish, or otherwise use confidential information except as necessary to perform approved services through the Platform.

Confidentiality obligations shall survive termination of this Agreement indefinitely unless otherwise prohibited by law.

Student Information and Privacy Protection

The Contractor shall maintain the confidentiality and security of all student, parent, guardian, customer, affiliate, business, and organizational information obtained through the Platform.

The Contractor shall not collect, retain, share, sell, transfer, distribute, publish, disclose, or otherwise use personal information except as necessary to provide approved services through the Platform.

The Contractor shall comply with all applicable privacy laws, data protection regulations, Company policies, and operational procedures.

The Contractor shall immediately report any suspected privacy violation, unauthorized disclosure, security incident, data breach, or misuse of information.

Intellectual Property Ownership

All trademarks, logos, branding, software, systems, databases, platform functionality, website content, marketing materials, operational procedures, educational resources, documentation, directories, business systems, AI systems, and proprietary assets belonging to New To Education shall remain the exclusive property of the Company.

Nothing in this Agreement shall transfer ownership of Company intellectual property to the Contractor.

The Contractor shall not copy, reproduce, reverse engineer, distribute, sublicense, sell, exploit, modify, or otherwise utilize Company intellectual property except as expressly authorized.

Contractor-Created Content

Educational materials, lesson plans, worksheets, presentations, blogs, articles, videos, webinars, courses, ebooks, digital products, teaching materials, and other content independently created by the Contractor shall remain the property of the Contractor unless otherwise agreed in writing.

However, by uploading, publishing, selling, displaying, distributing, promoting, or otherwise utilizing content through the Platform, the Contractor grants New To Education a perpetual, worldwide, non-exclusive, royalty-free, transferable, sublicensable license to display, market, distribute, promote, archive, reproduce, modify formatting, and utilize such content for operational, educational, promotional, legal, and business purposes.

The Company reserves the right to continue displaying published content after termination unless otherwise prohibited by law or separate agreement.

Recording and Content Usage

The Contractor shall not record tutoring sessions, webinars, meetings, communications, student interactions, platform systems, or educational activities without obtaining all legally required permissions and consents.

The Company reserves the right to record webinars, training sessions, onboarding sessions, quality assurance reviews, support interactions, and other approved activities where legally permitted.

The Contractor consents to the Company's use of recordings for quality assurance, training, dispute resolution, compliance, security, operational management, marketing, and educational purposes where permitted by law.

Face-to-Face Services

Where face-to-face services are offered, the Contractor acknowledges that participation is voluntary and undertaken at their own risk.

The Company does not supervise, escort, transport, monitor, accompany, investigate, guarantee, insure, or otherwise control face-to-face interactions.

Contractors are responsible for complying with Company safety requirements, approved location requirements, local laws, transportation arrangements, and professional conduct standards.

The Contractor assumes all risks associated with travel, transportation, public interaction, illness, injury, theft, criminal activity, weather events, emergencies, and other risks associated with face-to-face services.

Professional Conduct

The Contractor agrees to conduct themselves professionally, respectfully, ethically, and lawfully at all times while representing themselves on the Platform.

The Contractor shall not engage in harassment, discrimination, bullying, threats, intimidation, hate speech, exploitation, fraud, retaliation, inappropriate communications, sexual misconduct, criminal activity, or other conduct that may harm students, families, users, or the reputation of the Company.

The Company maintains a zero-tolerance policy regarding conduct that threatens the safety, rights, well-being, or reputation of Platform users.

Communications with Minors

The Contractor acknowledges that special care must be exercised when interacting with minors.

The Contractor shall not engage in inappropriate conversations, request unnecessary personal information, encourage secrecy, communicate through unauthorized channels, or otherwise engage in conduct that could reasonably create safety concerns.

The Company reserves the right to review, investigate, restrict, monitor, or terminate access relating to communications involving minors.

Non-Solicitation of Students and Clients

During participation on the Platform and for a period of twelve (12) months following termination, the Contractor shall not directly or indirectly solicit, recruit, divert, encourage, or accept business from students, parents, guardians, customers, businesses, organizations, affiliates, or other users introduced through the Platform for the purpose of avoiding Platform fees, commissions, policies, or business relationships.

The Contractor acknowledges that the Company has invested substantial resources into recruiting, marketing, onboarding, supporting, and maintaining relationships with Platform users.

Violation of this provision may result in termination, forfeiture of compensation, injunctive relief, monetary damages, and other remedies available under law.

Non-Recruitment of Personnel

During participation on the Platform and for six (6) months following termination, the Contractor shall not knowingly recruit, hire, solicit, contract with, or encourage Company personnel, contractors, affiliates, tutors, businesses, or organizations to terminate or reduce their relationship with the Company.

Non-Disparagement

The Contractor agrees not to make false, misleading, defamatory, malicious, or intentionally harmful statements regarding New To Education, its owners, personnel, contractors, students, affiliates, businesses, organizations, services, systems, or operations.

Nothing in this section shall prohibit truthful statements required by law or good-faith reporting of legal concerns to appropriate authorities.

Profile Requirements and Public Representation

The Contractor agrees to maintain accurate profile information, qualifications, experience descriptions, certifications, availability information, pricing information, and service descriptions.

The Company reserves the right to modify, suspend, hide, restrict, remove, verify, audit, or reject profile information that is inaccurate, incomplete, misleading, unprofessional, unlawful, or inconsistent with Company policies.

The Contractor shall not falsely represent qualifications, certifications, degrees, licenses, experience, affiliations, employment history, language proficiency, or professional expertise.

Social Media and Public Statements

Contractors may utilize social media links and professional profiles through Platform systems where permitted.

When publicly discussing New To Education, Contractors shall not falsely imply ownership, authority, partnership status, employment status, official spokesperson status, or decision-making authority unless expressly authorized in writing.

The Company reserves the right to request removal of content that creates legal, operational, reputational, safety, or compliance concerns.

Criminal History, Organizational Affiliations, and Disclosure Obligations

The Contractor represents and warrants that all information provided to the Company is truthful, accurate, complete, and not misleading.

The Contractor further represents that they are not knowingly affiliated with criminal organizations, terrorist organizations, extremist organizations, human trafficking organizations, organized crime groups, gangs, cults, money laundering operations, sanctioned entities, or other unlawful organizations.

The Contractor agrees to promptly notify the Company of any criminal investigation, criminal charge, arrest, conviction, professional disciplinary action, educational credential revocation, licensing suspension, government investigation, or other matter that may reasonably affect their ability to provide services through the Platform.

The Company reserves the right to conduct identity verification, credential verification, educational verification, reference checks, background checks, social media reviews, sanctions screening, and other investigations where permitted by law.

Failure to disclose material information may result in immediate termination.

Background Check Disclaimer

The Contractor acknowledges that any verification, review, interview, onboarding process, screening procedure, reference check, background check, credential review, profile approval, or account approval performed by the Company does not constitute a guarantee of future conduct, qualifications, safety, competence, reliability, or suitability.

The Company reserves the right to approve, deny, suspend, restrict, or terminate participation regardless of whether a background check has been conducted.

Artificial Intelligence and Content Creation Policies

The Company may permit the use of artificial intelligence systems, content-generation tools, virtual assistants, automated systems, and related technologies.

The Contractor remains solely responsible for the accuracy, legality, originality, quality, educational value, and compliance of all content submitted through the Platform, regardless of whether such content was created manually or with the assistance of artificial intelligence.

The Contractor shall not knowingly submit plagiarized content, copyrighted material without authorization, misleading information, unlawful content, defamatory material, malicious software, or other prohibited content.

The Company reserves the right to review, reject, modify, remove, restrict, archive, suspend, or permanently delete submitted content at its sole discretion.

Platform Monitoring and Quality Assurance

The Contractor acknowledges that the Company may monitor profile activity, lesson completion, customer feedback, support interactions, webinar participation, content submissions, profile completion, response times, ratings, complaints, attendance records, and other operational metrics.

Such monitoring may occur for quality assurance, fraud prevention, compliance, safety, customer support, dispute resolution, training, business improvement, and operational management purposes.

The Company reserves the right to establish performance standards, profile requirements, activity requirements, content requirements, response requirements, and quality expectations.

Platform Modifications and System Changes

The Contractor acknowledges that the Platform is continuously evolving and may undergo modifications, upgrades, redesigns, migrations, integrations, software changes, operational changes, feature removals, feature additions, payment system changes, communication platform changes, scheduling system changes, artificial intelligence integrations, and other modifications.

The Company makes no guarantee regarding uninterrupted operation, continued availability of specific features, compatibility with third-party systems, or preservation of historical functionality.

The Contractor agrees to reasonably cooperate with operational changes implemented by the Company.

Account Suspension and Immediate Termination

The Company reserves the unrestricted right to suspend, restrict, investigate, freeze, deactivate, disable, deny access to, or permanently terminate Contractor accounts at any time and for any reason.

Reasons for suspension or termination may include, but are not limited to:

• Policy violations
• Professional misconduct
• Safety concerns
• Student complaints
• Fraud concerns
• Criminal conduct
• Misrepresentation
• Intellectual property violations
• Harassment
• Non-solicitation violations
• Privacy violations
• Platform circumvention
• Payment disputes
• Reputational concerns
• Legal compliance requirements
• Operational requirements
• Business decisions

The Company shall not be liable for lost revenue, lost opportunities, reputational harm, or other damages resulting from account restrictions or termination.

Return and Deletion of Company Materials

Upon termination of this Agreement, the Contractor shall immediately cease use of Company materials and, where requested, return, destroy, delete, or remove Company-owned information, documents, records, systems access, confidential information, educational materials, customer information, and proprietary content.

The Company reserves the right to verify compliance with this requirement where permitted by law.

Indemnification

The Contractor agrees to defend, indemnify, and hold harmless New To Education, its owners, officers, directors, employees, contractors, affiliates, volunteers, representatives, successors, assigns, licensors, service providers, and partners from and against any and all claims, demands, actions, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, expenses, and attorney fees arising out of or relating to:

(a) the Contractor's conduct;

(b) services provided by the Contractor;

(c) violations of this Agreement;

(d) violations of law;

(e) intellectual property disputes;

(f) privacy violations;

(g) student complaints;

(h) content submitted by the Contractor;

(i) injuries or damages arising from face-to-face services; or

(j) any act or omission giving rise to legal liability.

Limitation of Liability

To the fullest extent permitted by law, New To Education, its owners, officers, directors, employees, contractors, affiliates, representatives, licensors, service providers, successors, and assigns shall not be liable for indirect, incidental, consequential, punitive, special, exemplary, economic, reputational, emotional, speculative, or business damages arising from participation on the Platform.

This limitation applies regardless of the legal theory asserted and includes damages relating to lost profits, lost business opportunities, lost clients, lost bookings, lost content sales, lost data, service interruptions, software issues, payment delays, student disputes, contractor disputes, reputational harm, or other business losses.

The Company's total aggregate liability under this Agreement shall not exceed the total amount paid to the Contractor during the twelve (12) months preceding the event giving rise to the claim.

Force Majeure

The Company shall not be liable for delays, interruptions, failures, cancellations, suspensions, or inability to perform resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, cyberattacks, internet outages, governmental actions, labor disputes, war, terrorism, civil unrest, utility failures, transportation disruptions, technological failures, supplier failures, acts of God, or other unforeseen events.

Arbitration and Dispute Resolution

The parties agree to first attempt to resolve disputes through good-faith informal negotiations.

If a dispute cannot be resolved informally, the Company may require that disputes be resolved through binding arbitration conducted in Japan in accordance with applicable arbitration procedures.

To the fullest extent permitted by law, the Contractor waives participation in class actions, collective actions, representative actions, consolidated proceedings, and similar legal actions.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to conflict-of-law principles.

Where arbitration is unavailable or unenforceable, the parties agree that the Tokyo District Court shall possess exclusive jurisdiction over disputes arising under this Agreement.

Entire Agreement

This Agreement, together with all incorporated policies, guidelines, procedures, statements of understanding, privacy policies, platform rules, and future amendments, constitutes the complete agreement between the Company and the Contractor.

This Agreement supersedes all prior oral or written discussions, understandings, communications, representations, promises, negotiations, and agreements.

Modification of Agreement

The Company reserves the unrestricted right to modify, amend, supplement, replace, update, or revise this Agreement at any time.

Updated versions shall become effective upon publication unless otherwise specified.

Continued participation on the Platform following publication of updated terms constitutes acceptance of such modifications.

Final Acknowledgement and Acceptance

By checking the acceptance box, creating a tutor profile, providing services, uploading content, conducting lessons, participating in webinars, accepting bookings, or otherwise utilizing Platform systems, the Contractor acknowledges that they have carefully read, understood, and voluntarily agreed to be legally bound by this Agreement.

The Contractor further acknowledges that they have had the opportunity to seek independent legal, tax, and professional advice regarding this Agreement and enter into it freely and voluntarily.

New To Education – Vendor Terms and Conditions

Effective Date: June 6th, 2026

Introduction

This Vendor Agreement and Terms of Understanding ("Agreement") is entered into between New To Education ("NTE," "New To Education," "Company," "Business," "we," "our," or "us") and the individual, business entity, organization, creator, author, developer, merchant, consultant, service provider, or other party accepting these terms ("Vendor"). This Agreement governs the Vendor's participation on NewToEducation.com, Newtoed.com, future websites, mobile applications, marketplaces, directories, educational platforms, webinar systems, ebook systems, course systems, app stores, music platforms, affiliate systems, community systems, and all related services operated by the Company (collectively referred to as the "Platform").

By creating a Vendor account, submitting products or services, uploading content, accepting payments, receiving compensation, participating in Platform activities, or otherwise utilizing Vendor services, the Vendor acknowledges that they have carefully read, understood, and voluntarily agreed to be legally bound by the terms of this Agreement.

Independent Vendor Status

The Vendor acknowledges and agrees that they are operating as an independent contractor and independent business entity. Nothing contained within this Agreement shall be interpreted as creating an employment relationship, partnership, agency relationship, franchise relationship, joint venture, representative relationship, fiduciary relationship, or any other employment-related arrangement between the Vendor and the Company.

The Vendor shall remain solely responsible for the operation of their business and for compliance with all applicable laws, regulations, tax obligations, licensing requirements, registration requirements, insurance obligations, reporting requirements, and professional responsibilities. The Company does not provide employment benefits, retirement benefits, healthcare benefits, workers' compensation coverage, unemployment benefits, paid leave, or any other benefits associated with employment.

The Vendor further acknowledges that New To Education does not calculate, prepare, file, report, pay, withhold, or assume responsibility for the Vendor's income taxes, corporate taxes, value-added taxes, consumption taxes, sales taxes, payroll taxes, self-employment taxes, or other tax obligations except where expressly required by applicable law. The Vendor is solely responsible for consulting with qualified tax professionals regarding their tax obligations.

Nature of Vendor Services

The Vendor may provide approved products, services, subscriptions, memberships, educational resources, ebooks, courses, webinars, workshops, applications, software, music, consulting services, coaching services, professional services, digital products, physical products, and other offerings authorized by the Company. The Company reserves the unrestricted right to approve, deny, reject, remove, suspend, modify, restrict, reclassify, promote, demote, discontinue, or otherwise regulate any Vendor offering at its sole discretion.

The Vendor acknowledges that the Platform functions as a marketplace and distribution platform. The Company does not guarantee product success, customer satisfaction, business growth, revenue generation, sales volume, marketing performance, visibility, rankings, downloads, bookings, subscriptions, or any other business outcome.

No Guarantee of Revenue or Sales

The Vendor acknowledges that participation on the Platform does not guarantee any minimum level of revenue, profit, sales, downloads, subscriptions, bookings, customer inquiries, traffic, visibility, referrals, commissions, affiliate earnings, sponsorship opportunities, advertising opportunities, or business success. Business outcomes depend upon numerous factors outside the Company's control, including market conditions, competition, pricing, customer demand, product quality, marketing effectiveness, economic conditions, consumer preferences, technological changes, and other variables.

The Vendor assumes all risks associated with operating an independent business and agrees that New To Education shall not be liable for lost profits, lost opportunities, unrealized revenue, business interruptions, reputational harm, or other economic losses resulting from participation on the Platform.

Vendor Verification and Approval

The Company reserves the right to request and verify information relating to the Vendor's identity, qualifications, business operations, ownership rights, intellectual property rights, legal compliance, tax status, residency status, licensing status, payment eligibility, and other matters relevant to Platform participation. Such verification may include government-issued identification documents, business registration documents, licenses, certifications, tax forms, proof of ownership, proof of intellectual property rights, insurance documentation, banking information, references, or other supporting materials.

The Vendor acknowledges that approval, verification, review, onboarding, screening, or acceptance by the Company does not constitute an endorsement, certification, recommendation, warranty, guarantee, or representation regarding the Vendor's products, services, qualifications, legality, or future conduct.

Revenue Sharing and Compensation

Unless otherwise agreed in writing, the Vendor shall receive seventy percent (70%) of applicable net revenue generated through approved transactions completed through Platform systems. Net revenue may be reduced by refunds, chargebacks, payment processing fees, transaction fees, currency conversion fees, promotional discounts, taxes, fraud prevention costs, operational costs, and other applicable deductions.

The Company reserves the right to modify commission structures, marketplace fees, subscription structures, promotional programs, pricing models, revenue-sharing arrangements, and related financial policies upon reasonable notice. Continued participation following such modifications shall constitute acceptance of the revised compensation structure.

Payment Processing and Financial Adjustments

Vendor payments are generally issued on or around the twenty-seventh (27th) day of each month for approved transactions. The Company reserves the right to delay, suspend, adjust, offset, withhold, investigate, or recover payments where necessary due to refund requests, chargebacks, fraud investigations, legal requirements, compliance reviews, customer disputes, policy violations, security concerns, payment processor issues, or operational requirements.

The Vendor acknowledges that third-party payment processors may impose additional restrictions, fees, verification requirements, processing delays, reserve requirements, account limitations, or other conditions beyond the Company's control. The Company shall not be responsible for actions taken by payment processors or financial institutions.

Chargebacks, Refunds, and Customer Disputes

The Company reserves the right to issue refunds where appropriate in its sole discretion. Refunds may arise from customer complaints, product defects, service failures, technical issues, inaccurate descriptions, intellectual property disputes, non-delivery, fraud concerns, legal requirements, operational decisions, or other circumstances deemed appropriate by the Company.

The Vendor acknowledges that chargebacks, refunds, dispute fees, penalties, processing fees, legal expenses, investigation costs, and related expenses may be deducted from current or future payouts. The Company reserves the right to recover losses arising from Vendor conduct through any lawful means available.

Intellectual Property Ownership

The Vendor represents and warrants that all products, services, content, software, applications, music, videos, courses, ebooks, graphics, trademarks, logos, written materials, educational resources, marketing materials, and other offerings submitted to the Platform are either owned by the Vendor or properly licensed for use, distribution, sale, publication, and commercialization.

The Vendor shall retain ownership of original intellectual property unless otherwise agreed in writing. However, by uploading, listing, publishing, distributing, marketing, displaying, promoting, or selling content through the Platform, the Vendor grants New To Education a perpetual, worldwide, royalty-free, non-exclusive, transferable, sublicensable license to host, display, reproduce, distribute, archive, market, advertise, promote, format, and otherwise utilize such content for operational, educational, legal, promotional, and business purposes.

The Vendor acknowledges that this license is necessary for the operation and promotion of the Platform and shall remain in effect for content previously published or sold through Platform systems.

Intellectual Property Infringement

The Vendor represents and warrants that no product, service, content, software, application, course, ebook, video, audio recording, image, trademark, or other offering submitted to the Platform infringes upon any copyright, trademark, patent, trade secret, publicity right, privacy right, contractual right, or other legal right belonging to a third party.

The Company reserves the right to remove, suspend, disable, restrict, investigate, or permanently delete content alleged to infringe intellectual property rights. The Company may also suspend Vendor accounts pending investigation.

The Vendor shall be solely responsible for all claims, disputes, damages, losses, legal fees, settlements, and liabilities arising from intellectual property disputes relating to Vendor content.

Artificial Intelligence and Generated Content

The Vendor may utilize artificial intelligence tools, content-generation systems, machine-learning technologies, image-generation tools, automated software, and related technologies when creating products or services, provided such use complies with applicable laws and Platform policies.

The Vendor remains solely responsible for verifying the legality, originality, accuracy, ownership, quality, safety, and suitability of all submitted content. The use of artificial intelligence shall not relieve the Vendor of responsibility for plagiarism, copyright infringement, false advertising, misinformation, unlawful content, or policy violations.

The Company reserves the right to require disclosure regarding the use of artificial intelligence in the creation of products or services and may restrict certain forms of AI-generated content at its discretion.

Vendor Data and Customer Information

The Vendor acknowledges that access to customer information is granted solely for the purpose of fulfilling approved transactions and providing services through the Platform.

The Vendor shall not sell, disclose, distribute, transfer, copy, scrape, download, archive, exploit, or otherwise utilize customer information for unauthorized purposes. Customer information may not be added to external mailing lists, marketing databases, customer relationship management systems, advertising campaigns, or other systems without appropriate authorization.

The Vendor shall maintain reasonable security safeguards and comply with all applicable privacy and data protection laws.

Confidentiality

The Vendor acknowledges that participation on the Platform may provide access to confidential information relating to the Company, customers, affiliates, contractors, businesses, organizations, technology systems, operational procedures, financial information, strategic plans, pricing information, marketing information, and other proprietary information.

The Vendor agrees to maintain strict confidentiality regarding such information and shall not disclose, distribute, publish, reproduce, transmit, sell, or otherwise use confidential information except as necessary to perform approved services through the Platform.

Confidentiality obligations shall survive termination of this Agreement indefinitely unless prohibited by applicable law.

Prohibited Products and Services

The Company reserves the right to prohibit, restrict, remove, reject, suspend, or terminate listings involving products, services, or content that may create legal, operational, safety, reputational, ethical, regulatory, or business concerns.

Without limitation, prohibited offerings may include unlawful content, fraudulent products, counterfeit goods, hate speech, discriminatory content, extremist materials, pornography, sexually explicit materials, unlawful gambling products, unauthorized financial services, regulated substances, illegal drugs, malicious software, spyware, deceptive advertising, intellectual property violations, or any offering deemed inconsistent with Platform policies.

The Company reserves the right to determine, in its sole discretion, whether a product or service is appropriate for inclusion on the Platform.

Marketplace Conduct and Professional Standards

The Vendor agrees to conduct business in a professional, lawful, ethical, respectful, and commercially reasonable manner at all times.

The Vendor shall not engage in deceptive advertising, false claims, misleading descriptions, fraudulent activity, harassment, intimidation, discriminatory conduct, manipulation of reviews, spam, unauthorized solicitation, abuse of Platform systems, or conduct that may harm customers, Platform users, or the reputation of the Company.

The Company reserves the right to investigate complaints, review Vendor conduct, monitor marketplace activity, and take corrective action where appropriate.

Non-Circumvention and Platform Protection

The Vendor acknowledges that New To Education invests significant resources in developing Platform systems, recruiting users, marketing services, maintaining customer relationships, providing infrastructure, processing transactions, and supporting marketplace operations.

The Vendor agrees not to intentionally circumvent the Platform by obtaining customer information through the Platform and subsequently conducting transactions outside Platform systems for the purpose of avoiding fees, commissions, policies, or business requirements.

The Vendor further agrees not to encourage customers, clients, organizations, businesses, or other Platform users to bypass Platform systems.

Violation of this provision may result in immediate termination, forfeiture of compensation, injunctive relief, monetary damages, and other remedies available under law.

Non-Solicitation

During participation on the Platform and for a period of twelve (12) months following termination, the Vendor shall not directly or indirectly solicit, recruit, divert, encourage, or accept business from customers, clients, affiliates, businesses, organizations, contractors, or other users introduced through the Platform for the purpose of avoiding Platform fees, commissions, policies, or business relationships.

The Vendor acknowledges that such restrictions are reasonable and necessary to protect the legitimate business interests of the Company.

Reviews, Ratings, and Customer Feedback

The Company reserves the right to collect, display, analyze, moderate, remove, archive, or otherwise utilize customer reviews, ratings, testimonials, feedback, complaints, and performance information.

The Vendor acknowledges that customer reviews may impact visibility, marketplace placement, eligibility for promotional opportunities, and continued participation on the Platform.

The Company reserves the right to investigate suspicious review activity and remove reviews that violate Platform policies.

Criminal History, Sanctions, and Organizational Affiliations

The Vendor represents and warrants that neither the Vendor nor any owner, officer, director, employee, contractor, representative, affiliate, or controlling party associated with the Vendor is knowingly affiliated with organized crime groups, terrorist organizations, extremist organizations, criminal enterprises, sanctioned entities, human trafficking organizations, money laundering operations, fraudulent schemes, or other unlawful organizations.

The Vendor further represents that all information provided to the Company is accurate, complete, and truthful. The Vendor agrees to promptly notify the Company of any criminal investigation, arrest, conviction, regulatory action, sanctions designation, professional disciplinary action, licensing suspension, government investigation, or other matter that could reasonably impact the Vendor's participation on the Platform.

The Company reserves the right to conduct identity verification, sanctions screening, reference checks, background reviews, public-record reviews, business verification procedures, and other investigations where permitted by law.

Vendor Monitoring and Compliance Reviews

The Vendor acknowledges that the Company may monitor Platform activity, product listings, sales activity, communications, customer interactions, reviews, complaints, refund activity, chargeback activity, content submissions, profile information, and operational metrics for quality assurance, security, fraud prevention, legal compliance, customer protection, and business management purposes.

The Company reserves the right to audit Vendor accounts, request documentation, review products and services, investigate complaints, verify compliance, and conduct operational reviews at any time.

The Vendor agrees to cooperate fully with compliance reviews and investigations conducted by the Company.

Account Suspension and Immediate Removal

The Company reserves the unrestricted right to suspend, restrict, freeze, disable, investigate, deny access to, remove, or permanently terminate Vendor participation at any time and for any reason.

Such actions may occur with or without notice and may result from policy violations, customer complaints, fraud concerns, legal concerns, intellectual property disputes, security concerns, regulatory requirements, reputational concerns, payment disputes, verification failures, criminal conduct, operational requirements, or business decisions.

The Company shall not be liable for lost profits, lost opportunities, lost customers, lost sales, lost content, reputational harm, or other damages resulting from suspension or termination.

Product Removal and Marketplace Control

The Company reserves the unrestricted right to modify, remove, restrict, reclassify, archive, hide, suspend, disable, or permanently delete any product, service, listing, subscription, course, ebook, webinar, application, music product, digital product, or marketplace offering at any time.

The Vendor acknowledges that participation on the Platform does not create a permanent right to maintain listings or continue offering products or services through Platform systems.

The Company may remove offerings that create legal, operational, technical, regulatory, safety, reputational, customer-service, or business concerns.

Platform Modifications and Technology Changes

The Vendor acknowledges that the Platform may undergo redesigns, software upgrades, infrastructure changes, payment processor changes, artificial intelligence integrations, mobile application updates, feature additions, feature removals, security enhancements, and operational modifications.

The Company makes no guarantee regarding uninterrupted operation, compatibility with third-party services, preservation of historical functionality, or continued availability of specific features.

The Vendor agrees to reasonably cooperate with Platform changes and acknowledges that modifications may impact visibility, sales, functionality, workflows, and operational procedures.

Indemnification

The Vendor agrees to defend, indemnify, and hold harmless New To Education, its owners, officers, directors, employees, contractors, affiliates, representatives, licensors, service providers, successors, assigns, and partners from and against any and all claims, actions, investigations, demands, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, expenses, and attorney fees arising from or related to the Vendor's participation on the Platform.

This indemnification obligation includes, without limitation, claims arising from intellectual property disputes, copyright claims, trademark disputes, privacy violations, customer complaints, product defects, service failures, false advertising, regulatory violations, tax obligations, business practices, injuries, damages, unlawful conduct, contractual breaches, or any act or omission by the Vendor.

The Vendor's indemnification obligations shall survive termination of this Agreement.

Limitation of Liability

To the fullest extent permitted by law, New To Education, its owners, officers, directors, employees, contractors, affiliates, licensors, service providers, representatives, successors, and assigns shall not be liable for indirect, incidental, consequential, punitive, exemplary, economic, reputational, emotional, speculative, or business damages arising from participation on the Platform.

This limitation includes damages relating to lost profits, lost revenue, lost customers, lost opportunities, lost data, lost content, marketplace changes, payment delays, service interruptions, technical issues, software failures, cyber incidents, customer disputes, regulatory actions, or other business losses.

Under no circumstances shall the Company's aggregate liability exceed the total amount of compensation paid to the Vendor during the twelve (12) months preceding the event giving rise to the claim.

Release and Waiver of Claims

The Vendor voluntarily releases, waives, discharges, and covenants not to sue New To Education, its owners, officers, directors, employees, contractors, affiliates, representatives, successors, and assigns from claims, demands, causes of action, liabilities, damages, losses, expenses, costs, or injuries arising from participation on the Platform to the fullest extent permitted by law.

This release applies to claims relating to Platform operations, marketplace participation, technology systems, customer interactions, payment processing, business opportunities, content distribution, marketing activities, and other Platform-related activities.

Force Majeure

The Company shall not be liable for delays, interruptions, failures, suspensions, cancellations, disruptions, or inability to perform resulting from causes beyond its reasonable control.

Such causes may include natural disasters, pandemics, cyberattacks, internet outages, utility failures, labor disputes, governmental actions, sanctions, war, terrorism, civil unrest, transportation disruptions, supplier failures, software failures, hosting failures, payment processor disruptions, acts of God, and other unforeseen circumstances.

The Company reserves the right to suspend, modify, restrict, postpone, or discontinue services during such events without liability.

Arbitration and Dispute Resolution

The parties agree to first attempt to resolve disputes through informal good-faith negotiations.

If a dispute cannot be resolved informally, the Company may require that disputes be resolved through binding arbitration conducted in Japan under applicable arbitration procedures.

To the fullest extent permitted by law, the Vendor waives participation in class actions, collective actions, representative actions, consolidated proceedings, and similar legal actions.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to conflict-of-law principles.

Where arbitration is unavailable or unenforceable, the parties agree that the Tokyo District Court shall possess exclusive jurisdiction over disputes arising under this Agreement.

Entire Agreement

This Agreement, together with incorporated policies, privacy policies, marketplace rules, operational procedures, platform guidelines, statements of understanding, and future amendments, constitutes the complete and exclusive agreement between the Vendor and the Company.

This Agreement supersedes all prior oral and written discussions, negotiations, communications, representations, understandings, and agreements relating to Vendor participation.

Modification of Agreement

The Company reserves the unrestricted right to modify, amend, supplement, replace, revise, update, or discontinue this Agreement at any time.

Updated versions shall become effective upon publication unless otherwise specified. Continued participation on the Platform following publication of updated terms constitutes acceptance of such modifications.

Survival

Any provisions that by their nature should survive termination shall survive termination of this Agreement, including but not limited to confidentiality obligations, intellectual property provisions, indemnification obligations, limitation of liability provisions, dispute resolution provisions, payment obligations, non-solicitation provisions, non-circumvention provisions, and governing law provisions.

Final Acknowledgement and Acceptance

By creating a Vendor account, submitting products or services, uploading content, receiving payments, participating in marketplace activities, utilizing Platform systems, or otherwise engaging with New To Education, the Vendor acknowledges that they have carefully read, understood, and voluntarily agreed to be legally bound by this Agreement.

The Vendor further acknowledges that they have had the opportunity to seek independent legal, financial, accounting, tax, and professional advice regarding this Agreement and enter into it freely and voluntarily.

Contact Information

Questions regarding this Agreement may be directed to:

New To Education – Vendor Support Team

Email: [email protected]

Website: https://newtoeducation.com

The Company reserves the right to determine the appropriate method and timeline for responding to inquiries, disputes, requests, complaints, and support matters.

New To Education Affiliate Terms and Conditions

Effective Date: June 6th, 2026

Introduction

This Affiliate Agreement and Terms of Understanding ("Agreement") is entered into between New To Education ("NTE," "New To Education," "Company," "Business," "we," "our," or "us") and the individual, business, organization, content creator, marketer, influencer, consultant, educator, or other party participating in the Affiliate Program ("Affiliate").

This Agreement governs participation in the New To Education Affiliate Program through NewToEducation.com, Newtoed.com, future websites, mobile applications, affiliate systems, marketplaces, directories, educational services, digital products, and all related offerings operated by the Company.

By registering as an Affiliate, sharing referral links, promoting Platform services, earning commissions, receiving payments, or otherwise participating in the Affiliate Program, the Affiliate acknowledges that they have carefully read, understood, and voluntarily agreed to be legally bound by this Agreement.

Independent Affiliate Relationship

The Affiliate acknowledges that participation in the Affiliate Program does not create an employment relationship, agency relationship, partnership, franchise relationship, joint venture, representative relationship, fiduciary relationship, or any other employment-related arrangement with the Company.

The Affiliate operates as an independent contractor and independent business entity and shall be solely responsible for all business decisions, marketing activities, promotional methods, expenses, legal compliance, taxes, licenses, registrations, insurance obligations, and professional responsibilities.

The Company does not provide employment benefits, healthcare benefits, retirement plans, pensions, workers' compensation coverage, unemployment benefits, paid leave, expense reimbursement, or any other benefits associated with employment.

Eligibility Requirements

To participate in the Affiliate Program, the Affiliate must be at least eighteen (18) years of age or otherwise possess the legal capacity to enter into binding agreements under applicable law.

The Affiliate agrees to provide accurate, complete, current, and truthful registration information at all times. The Company reserves the unrestricted right to accept, reject, suspend, restrict, investigate, or terminate any Affiliate application for any reason.

Approval into the Affiliate Program does not constitute an endorsement, certification, guarantee, or promise of future earnings.

Nature of the Affiliate Program

The Affiliate Program is designed to reward Affiliates for referring customers, students, businesses, organizations, and other users to approved Company products and services through authorized referral methods.

The Company reserves the unrestricted right to modify, expand, restrict, suspend, discontinue, replace, or otherwise alter the Affiliate Program, commission structures, referral systems, tracking systems, eligibility requirements, and related operational procedures at any time.

Participation in the Affiliate Program does not guarantee earnings, commissions, referrals, customers, conversions, traffic, visibility, or business opportunities.

Commission Structure

Unless otherwise agreed in writing, Affiliates may earn commissions based upon qualifying transactions generated through approved referral links, referral codes, tracking systems, or other authorized referral methods.

Standard commissions are generally calculated as five percent (5%) of qualifying net revenue generated by eligible referred customers. Net revenue may exclude taxes, refunds, chargebacks, payment processing fees, promotional discounts, credits, cancellations, fraudulent transactions, disputed transactions, and other adjustments determined by the Company.

The Company reserves the right to modify commission rates, promotional campaigns, bonus structures, referral incentives, eligibility criteria, commission calculations, and payout policies at any time.

No Guarantee of Earnings

The Affiliate acknowledges that the Company makes no guarantees regarding earnings, commissions, conversion rates, referral activity, traffic levels, marketing performance, customer behavior, business growth, or profitability.

Any examples of earnings, commissions, success stories, promotional materials, or marketing information are provided for illustrative purposes only and do not constitute guarantees of future performance.

The Affiliate assumes all risks associated with marketing activities and independent business operations.

Payment Terms

Approved commissions are generally paid monthly, subject to minimum payout thresholds established by the Company. The Company reserves the right to delay, suspend, investigate, offset, adjust, withhold, or deny payments where necessary due to fraud investigations, refund activity, chargebacks, compliance reviews, policy violations, legal obligations, verification requests, security concerns, or operational requirements.

Payments may be made through approved payment processors, banking systems, or other payment methods selected by the Company.

The Affiliate acknowledges that transaction fees, currency conversion fees, banking fees, transfer fees, tax obligations, reporting obligations, and other costs associated with receiving payments are solely the responsibility of the Affiliate.

Taxes and Financial Responsibility

The Affiliate is solely responsible for determining, reporting, calculating, filing, paying, and complying with all tax obligations arising from participation in the Affiliate Program.

The Company does not prepare tax returns, calculate tax liabilities, provide tax advice, file tax documents on behalf of Affiliates, pay Affiliate taxes, or assume responsibility for Affiliate tax compliance except where expressly required by applicable law.

The Affiliate is encouraged to consult qualified tax professionals regarding any tax obligations arising from commissions earned through the Program.

Referral Tracking and Attribution

The Company may provide Affiliates with unique referral links, referral codes, tracking identifiers, promotional assets, landing pages, or other tracking mechanisms for the purpose of identifying eligible referrals.

The Company reserves the exclusive right to determine whether a referral qualifies for commission eligibility. Referral eligibility may depend upon successful tracking, cookie functionality, account verification, payment completion, fraud screening, customer qualification, and other operational requirements.

The Company generally utilizes a last-valid-referrer attribution model unless otherwise specified. Referral tracking periods, cookie durations, attribution windows, and tracking methodologies may be modified by the Company at any time.

The Company shall not be responsible for commissions lost due to browser settings, cookie deletion, software conflicts, ad blockers, technical issues, tracking failures, customer actions, payment failures, or circumstances beyond the Company's reasonable control.

Prohibited Marketing Practices

The Affiliate agrees to market New To Education products and services in a lawful, ethical, professional, and transparent manner.

The Affiliate shall not engage in deceptive advertising, false claims, misleading representations, spam marketing, unsolicited commercial communications, fraudulent activities, click fraud, cookie stuffing, link hijacking, domain squatting, fake reviews, impersonation, bot-generated traffic, incentivized clicks without disclosure, or any activity intended to manipulate referral systems.

The Affiliate shall not knowingly make inaccurate statements regarding Company services, pricing, guarantees, educational outcomes, business opportunities, employment opportunities, partnerships, or future developments.

The Company reserves the right to determine whether a promotional method violates Program policies.

Search Engine Marketing Restrictions

Unless expressly authorized in writing, Affiliates shall not purchase, bid on, target, or otherwise utilize Company trademarks, business names, domain names, branded keywords, variations of branded keywords, or confusingly similar search terms within paid advertising campaigns.

The Affiliate shall not create advertisements that falsely imply official affiliation, employment, partnership status, ownership, authorization, or representation of the Company.

The Company reserves the right to require removal of advertising campaigns that create legal, operational, reputational, trademark, customer-service, or compliance concerns.

Social Media and Public Communications

Affiliates may promote Company products and services through social media platforms, blogs, websites, newsletters, podcasts, videos, webinars, and other approved channels.

The Affiliate agrees to maintain professional standards when publicly discussing New To Education and shall not publish false, defamatory, misleading, discriminatory, unlawful, abusive, harassing, or harmful content relating to the Company, its personnel, contractors, customers, students, affiliates, businesses, organizations, or operations.

Where required by law, regulation, or platform policy, the Affiliate agrees to disclose affiliate relationships in a clear and conspicuous manner.

Intellectual Property and Brand Protection

The Company grants Affiliates a limited, revocable, non-exclusive, non-transferable license to utilize approved Company trademarks, logos, promotional materials, graphics, banners, marketing assets, and other branding resources solely for authorized affiliate marketing purposes.

The Affiliate shall not alter, modify, reverse engineer, rebrand, sublicense, distribute, sell, or otherwise misuse Company intellectual property without prior written authorization.

All Company trademarks, copyrights, logos, service marks, business names, educational materials, marketing assets, software systems, and proprietary content shall remain the exclusive property of the Company.

The Company reserves the right to revoke branding permissions at any time.

Fraud Prevention and Compliance Monitoring

The Company reserves the right to investigate referral activity, traffic sources, conversion activity, commission activity, promotional methods, customer behavior, and other Program-related activities to identify fraud, abuse, manipulation, policy violations, suspicious activity, or security concerns.

The Affiliate agrees to cooperate fully with investigations and compliance reviews conducted by the Company.

The Company may require supporting documentation, traffic data, marketing records, communication records, advertising information, or other information necessary to evaluate compliance.

Self-Referrals and Improper Transactions

Unless expressly authorized in writing, Affiliates may not earn commissions through self-referrals, transactions involving their own accounts, transactions involving immediate family members intended to generate commissions, fraudulent purchases, fake customer accounts, manipulated transactions, or other improper activities.

The Company reserves the right to reverse commissions, withhold payments, suspend accounts, terminate participation, and recover losses arising from improper referral activity.

Customer Data and Confidential Information

The Affiliate acknowledges that participation in the Program may provide access to confidential information, customer information, business information, operational information, marketing information, financial information, and other non-public information belonging to the Company.

The Affiliate agrees to maintain strict confidentiality regarding such information and shall not disclose, distribute, publish, sell, transfer, exploit, or otherwise utilize confidential information except as necessary to participate in the Program.

The Affiliate shall not collect, store, transfer, sell, scrape, or otherwise exploit customer information obtained through the Program.

Confidentiality obligations shall survive termination of this Agreement indefinitely unless prohibited by law.

Non-Circumvention

The Affiliate acknowledges that New To Education invests substantial resources in marketing, platform development, customer acquisition, operational support, educational services, technology infrastructure, and business development.

The Affiliate agrees not to intentionally circumvent Platform systems, referral systems, commission structures, customer relationships, or operational processes for the purpose of avoiding Company policies, fees, agreements, or business requirements.

The Affiliate further agrees not to encourage referred customers to bypass Company systems or conduct transactions outside approved Platform processes.

Non-Disparagement

The Affiliate agrees not to make false, malicious, misleading, defamatory, or intentionally harmful statements regarding New To Education, its owners, officers, employees, contractors, tutors, students, affiliates, vendors, businesses, organizations, services, systems, operations, or reputation.

Nothing in this section shall prohibit truthful statements required by law or good-faith reporting of legitimate concerns to appropriate authorities.

Audit Rights

The Company reserves the right to audit Affiliate activity, referral activity, commission calculations, promotional methods, marketing materials, traffic sources, compliance records, and related information reasonably necessary to verify compliance with this Agreement.

The Affiliate agrees to cooperate with reasonable audit requests and compliance reviews conducted by the Company

Account Suspension and Program Removal

The Company reserves the unrestricted right to suspend, restrict, investigate, freeze, disable, deny access to, remove, or permanently terminate Affiliate participation at any time and for any reason.

Such actions may occur with or without notice and may result from policy violations, fraudulent activity, spam complaints, intellectual property violations, misleading advertising, reputational concerns, legal concerns, security concerns, verification failures, inactivity, customer complaints, regulatory requirements, operational decisions, or business considerations.

The Affiliate acknowledges that participation in the Program is a privilege and not a guaranteed right. The Company shall not be liable for lost commissions, lost business opportunities, lost revenue, reputational harm, or other damages resulting from suspension or termination.

Commission Reversals and Forfeiture

The Company reserves the right to reverse, cancel, adjust, withhold, deny, offset, recover, or permanently forfeit commissions where transactions are later determined to involve fraud, chargebacks, refunds, cancellations, duplicate accounts, self-referrals, policy violations, tracking manipulation, unauthorized promotional methods, or other circumstances that make a transaction ineligible.

If an Affiliate account is terminated due to misconduct, fraud, policy violations, legal concerns, or other material breaches of this Agreement, the Company reserves the right to forfeit any unpaid commissions to the fullest extent permitted by law.

The Company reserves the right to recover losses arising from Affiliate conduct through lawful means.

Compliance with Laws and Regulations

The Affiliate agrees to comply with all applicable laws, regulations, platform rules, advertising standards, consumer protection laws, privacy laws, anti-spam regulations, intellectual property laws, disclosure requirements, and marketing regulations applicable to Affiliate activities.

The Affiliate is solely responsible for determining whether their promotional activities comply with applicable laws in their jurisdiction.

The Company does not provide legal, tax, regulatory, advertising, or compliance advice to Affiliates.

Indemnification

The Affiliate agrees to defend, indemnify, and hold harmless New To Education, its owners, officers, directors, employees, contractors, affiliates, representatives, licensors, service providers, successors, assigns, and partners from and against any and all claims, demands, actions, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, expenses, and attorney fees arising out of or relating to the Affiliate's participation in the Program.

This indemnification obligation includes, without limitation, claims arising from advertising activities, marketing practices, intellectual property disputes, privacy violations, disclosure violations, regulatory investigations, spam complaints, false advertising claims, tax obligations, contractual disputes, business practices, unlawful conduct, or any act or omission by the Affiliate.

The Affiliate's indemnification obligations shall survive termination of this Agreement.

Limitation of Liability

To the fullest extent permitted by law, New To Education, its owners, officers, directors, employees, contractors, affiliates, licensors, service providers, representatives, successors, and assigns shall not be liable for indirect, incidental, consequential, punitive, exemplary, reputational, emotional, economic, speculative, or business damages arising from participation in the Affiliate Program.

This limitation includes damages relating to lost profits, lost commissions, lost business opportunities, lost customers, lost traffic, lost referrals, service interruptions, software issues, tracking failures, technical failures, payment delays, marketplace changes, policy updates, account suspensions, or other business losses.

Under no circumstances shall the Company's aggregate liability exceed the total commissions paid to the Affiliate during the three (3) months preceding the event giving rise to the claim.

Release of Claims

To the fullest extent permitted by law, the Affiliate voluntarily releases, waives, discharges, and covenants not to sue New To Education, its owners, officers, directors, employees, contractors, affiliates, representatives, successors, assigns, licensors, service providers, and partners from claims, demands, causes of action, liabilities, damages, losses, costs, expenses, or injuries arising from participation in the Affiliate Program.

This release applies to claims relating to Program operations, commission calculations, tracking systems, referrals, promotional activities, platform functionality, marketing campaigns, business opportunities, and other Program-related activities.

Force Majeure

The Company shall not be liable for delays, interruptions, failures, suspensions, cancellations, disruptions, or inability to perform resulting from causes beyond its reasonable control.

Such causes may include natural disasters, pandemics, cyberattacks, internet outages, utility failures, labor disputes, governmental actions, sanctions, war, terrorism, civil unrest, transportation disruptions, software failures, hosting failures, payment processor disruptions, acts of God, or other unforeseen circumstances.

The Company reserves the right to suspend, modify, postpone, restrict, or discontinue Program operations during such events without liability.

Arbitration and Dispute Resolution

The parties agree to first attempt to resolve disputes through informal good-faith negotiations.

If a dispute cannot be resolved informally, the Company may require that disputes be resolved through binding arbitration conducted in Japan under applicable arbitration procedures.

To the fullest extent permitted by law, the Affiliate waives participation in class actions, collective actions, representative actions, consolidated proceedings, and similar legal actions.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to conflict-of-law principles.

Where arbitration is unavailable or unenforceable, the parties agree that the Tokyo District Court shall possess exclusive jurisdiction over disputes arising under this Agreement.

Entire Agreement

This Agreement, together with incorporated policies, privacy policies, affiliate guidelines, operational procedures, program rules, platform policies, and future amendments, constitutes the complete and exclusive agreement between the Affiliate and the Company.

This Agreement supersedes all prior oral and written discussions, communications, representations, negotiations, understandings, and agreements relating to Affiliate participation.

Modification of Agreement

The Company reserves the unrestricted right to modify, amend, revise, supplement, replace, update, or discontinue this Agreement at any time.

Updated versions shall become effective upon publication unless otherwise specified. Continued participation in the Affiliate Program following publication of updated terms constitutes acceptance of such modifications.

Survival

Any provisions that by their nature should survive termination shall survive termination of this Agreement, including but not limited to confidentiality obligations, intellectual property provisions, commission adjustment provisions, indemnification obligations, limitation of liability provisions, dispute resolution provisions, governing law provisions, non-circumvention provisions, and compliance obligations.

Contact Information

Questions regarding this Agreement may be directed to:

New To Education – Affiliate Support Team

Email: [email protected]

Website: https://newtoeducation.com

The Company reserves the right to determine the appropriate method and timeline for responding to inquiries, disputes, requests, complaints, and support matters.

Final Acknowledgement and Acceptance

By creating an Affiliate account, accepting referral links, promoting Company products or services, earning commissions, receiving payments, participating in affiliate activities, or otherwise engaging in the Affiliate Program, the Affiliate acknowledges that they have carefully read, understood, and voluntarily agreed to be legally bound by this Agreement.

The Affiliate further acknowledges that they have had the opportunity to seek independent legal, tax, accounting, and professional advice regarding this Agreement and enter into it freely and voluntarily.

New To Education Business Account Terms and Conditions

Effective Date: June 6, 2026

Introduction

This Business Account Terms and Conditions Agreement ("Agreement") is entered into between New To Education ("NTE," "New To Education," "Company," "Business," "we," "our," or "us") and the business entity, organization, nonprofit organization, educational institution, corporation, partnership, sole proprietorship, government entity, association, community organization, service provider, or other legal entity registering for or utilizing a Business Account ("Business User").

This Agreement governs the Business User's access to and use of NewToEducation.com, Newtoed.com, future websites, mobile applications, marketplaces, directories, educational systems, webinar systems, networking systems, community systems, donation systems, face-to-face service systems, business directories, affiliate systems, digital product marketplaces, and all related products, services, features, and technologies operated by the Company (collectively referred to as the "Platform").

By creating a Business Account, accessing Platform services, listing products or services, participating in Platform activities, utilizing Platform technologies, or otherwise engaging with the Platform, the Business User acknowledges that it has read, understood, and voluntarily agreed to be legally bound by this Agreement and all related Platform policies.

Definitions

For purposes of this Agreement, the term "Business User" shall include the registered organization, its owners, officers, directors, employees, contractors, consultants, volunteers, instructors, tutors, representatives, affiliates, agents, administrators, and any other individual acting on behalf of the organization.

The term "Platform" shall include all websites, mobile applications, software systems, educational systems, marketplaces, networking systems, communication tools, webinar systems, directory systems, artificial intelligence systems, community features, future technologies, and related services operated by New To Education.

The term "Content" shall include text, images, videos, audio recordings, webinars, courses, educational materials, ebooks, software, applications, music, advertisements, reviews, comments, listings, business information, and any other material uploaded, submitted, displayed, distributed, or transmitted through the Platform.

The term "Services" shall include educational services, consulting services, coaching services, workshops, webinars, tutoring services, networking opportunities, business services, community activities, digital products, physical products, subscriptions, memberships, events, and any other offerings facilitated through the Platform.

Acceptance of Agreement

By registering for a Business Account, utilizing Platform services, or continuing to access the Platform, the Business User acknowledges that it has reviewed this Agreement and agrees to comply with all provisions contained herein.

If the Business User does not agree with any provision of this Agreement, the Business User must immediately discontinue use of the Platform and refrain from creating or maintaining a Business Account.

The Company reserves the right to modify, amend, supplement, revise, replace, or discontinue this Agreement at any time. Continued use of the Platform following publication of revised terms constitutes acceptance of such modifications.

Independent Business Relationship

The Business User acknowledges that participation on the Platform does not create an employment relationship, partnership, joint venture, agency relationship, franchise relationship, representative relationship, fiduciary relationship, or other special legal relationship with the Company.

The Business User remains solely responsible for its operations, personnel, products, services, legal compliance, financial obligations, business decisions, and activities.

Nothing contained within this Agreement shall be interpreted as authorizing the Business User to act on behalf of New To Education, bind New To Education contractually, create obligations for New To Education, or represent itself as an employee, representative, partner, franchisee, or agent of the Company.

Taxes and Financial Responsibility

The Business User acknowledges and agrees that New To Education does not prepare, calculate, file, report, remit, pay, withhold, audit, review, or assume responsibility for any taxes owed by the Business User.

The Business User shall remain solely responsible for all income taxes, corporate taxes, business taxes, value-added taxes (VAT), consumption taxes, sales taxes, payroll taxes, withholding taxes, employment taxes, self-employment taxes, excise taxes, franchise taxes, customs duties, import taxes, export taxes, local taxes, regional taxes, national taxes, international tax obligations, and any other financial obligations arising from its operations or participation on the Platform.

The Company does not provide tax advice, accounting advice, financial advice, legal advice, payroll services, bookkeeping services, tax preparation services, tax filing services, or compliance services.

The Business User is encouraged to consult qualified legal, accounting, tax, and financial professionals regarding its obligations.

The Business User agrees to defend, indemnify, and hold harmless New To Education from any claims, penalties, audits, investigations, tax assessments, interest charges, fines, liabilities, reporting failures, withholding obligations, or other financial obligations arising from the Business User's failure to comply with tax or financial requirements.

Reservation of Rights

The Company reserves all rights not expressly granted under this Agreement.

The Company further reserves the unrestricted right to modify Platform features, discontinue services, introduce new technologies, revise operational procedures, establish eligibility requirements, implement verification procedures, restrict access, suspend accounts, terminate participation, investigate activity, and otherwise manage Platform operations as it deems appropriate.

Face-to-Face Services and In-Person Activities

The Platform may permit businesses, organizations, instructors, tutors, consultants, coaches, volunteers, service providers, and other authorized individuals to arrange, advertise, schedule, or conduct face-to-face services, meetings, events, classes, workshops, consultations, networking activities, educational programs, recreational activities, or other in-person interactions.

The Business User acknowledges that New To Education acts solely as a technology platform and marketplace facilitating introductions, bookings, communications, and related services. New To Education does not organize, supervise, monitor, direct, control, inspect, manage, evaluate, or oversee in-person activities conducted by Business Users.

The Business User assumes full responsibility for all in-person activities conducted through or related to the Platform, including participant safety, supervision, transportation arrangements, venue selection, emergency preparedness, facility compliance, risk management, accessibility compliance, participant conduct, instructor qualifications, and compliance with applicable laws and regulations.

The Business User further acknowledges that participation in face-to-face services may involve inherent risks, including but not limited to personal injury, illness, accidents, property damage, criminal conduct, transportation incidents, communicable diseases, weather-related events, and other unforeseen circumstances. The Business User assumes all risks associated with such activities and agrees that New To Education shall not be liable for injuries, losses, damages, claims, disputes, or incidents arising from in-person interactions.

Student Safety and Participant Protection

The Business User acknowledges that many Platform users may include minors, students, families, vulnerable individuals, or members of the general public.

The Business User agrees to exercise reasonable care and professional judgment when interacting with participants and shall maintain appropriate supervision, safety procedures, reporting procedures, safeguarding protocols, and participant protection measures.

The Business User shall be solely responsible for ensuring that its employees, contractors, tutors, instructors, volunteers, representatives, and affiliates comply with applicable child protection laws, reporting obligations, safeguarding requirements, and professional conduct standards.

The Company does not guarantee the safety, qualifications, character, conduct, background, competence, licensing status, or suitability of any individual or organization utilizing the Platform.

Background Checks and Verification Disclaimer

The Business User acknowledges that New To Education does not guarantee that background checks, criminal history reviews, employment verification, educational verification, reference checks, licensing verification, sanctions screening, or similar investigations have been conducted regarding any Platform user unless expressly stated otherwise by the Company.

While the Company may conduct certain verification activities in its sole discretion, such activities should not be relied upon as a substitute for independent due diligence conducted by the Business User.

The Business User agrees to conduct any investigations, screening procedures, reference checks, interviews, compliance reviews, background checks, licensing reviews, or other evaluations deemed necessary for its own operations.

The Company shall not be responsible for criminal conduct, negligence, misconduct, fraud, misrepresentation, professional malpractice, regulatory violations, or other acts committed by Platform users.

No Accreditation, Certification, or Endorsement

The Business User acknowledges that listing on the Platform, maintaining a Business Account, participating in Platform programs, appearing in Platform directories, receiving verification status, receiving customer reviews, or otherwise utilizing Platform services does not constitute accreditation, certification, endorsement, sponsorship, recommendation, approval, validation, licensing, or verification by New To Education.

The Company makes no representation regarding the quality, legality, safety, qualifications, compliance status, educational value, professional competence, financial stability, operational integrity, or suitability of any Business User, tutor, instructor, consultant, service provider, organization, product, or service.

The Business User agrees not to imply, represent, advertise, or suggest that New To Education has accredited, endorsed, certified, guaranteed, recommended, or otherwise validated its business, services, products, personnel, or operations.

Marketplace Disclaimer

The Platform functions as a marketplace, directory, networking platform, educational platform, communications system, booking system, and technology service.

The Company does not manufacture, create, supervise, control, inspect, test, evaluate, guarantee, warrant, endorse, certify, or assume responsibility for products, services, courses, webinars, consultations, events, educational programs, business opportunities, fundraising activities, networking opportunities, or other offerings made available by Business Users.

Any transaction, relationship, agreement, dispute, communication, service arrangement, purchase, donation, booking, or interaction occurring between Platform users is conducted at the sole risk of the parties involved.

The Company shall not be responsible for disputes relating to pricing, service quality, performance, customer satisfaction, contractual obligations, refunds, cancellations, intellectual property claims, advertising claims, employment matters, educational outcomes, business opportunities, fundraising activities, or other matters arising between Platform users.

Reviews, Ratings, Testimonials, and User Feedback

The Company may allow users to submit reviews, ratings, comments, testimonials, recommendations, feedback, complaints, and other content relating to Business Users.

The Company reserves the unrestricted right to review, moderate, edit, remove, archive, suppress, investigate, restrict, display, prioritize, or otherwise manage reviews and feedback in its sole discretion.

The Business User shall not manipulate reviews, purchase reviews, offer incentives for reviews without disclosure, create false reviews, submit reviews regarding itself, coordinate review campaigns, intimidate reviewers, or otherwise engage in deceptive review practices.

The Company reserves the right to suspend, restrict, or terminate accounts involved in review manipulation or other conduct that undermines marketplace integrity.

The Company does not guarantee the accuracy, completeness, reliability, fairness, or authenticity of reviews, ratings, testimonials, or feedback displayed on the Platform.

Marketing and Promotional Rights

The Business User grants New To Education a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to display, reproduce, distribute, publish, promote, advertise, archive, and otherwise utilize the Business User's name, logos, trademarks, profile information, public-facing content, descriptions, images, videos, listings, reviews, testimonials, ratings, and other materials submitted to the Platform for operational, promotional, educational, legal, and business purposes.

The Company may feature Business Users in newsletters, blogs, social media campaigns, marketing materials, educational publications, directories, featured listings, success stories, case studies, promotional campaigns, and search engine optimization efforts without additional compensation unless otherwise agreed in writing.

The Business User acknowledges that participation on the Platform may result in public visibility and agrees that the Company may reasonably utilize submitted materials in connection with operating, promoting, improving, and expanding the Platform.

Intellectual Property Rights

The Business User represents and warrants that it owns or possesses all rights, licenses, permissions, approvals, and authorizations necessary to upload, display, distribute, market, advertise, publish, license, or otherwise utilize any content submitted through the Platform.

The Business User agrees not to submit content that infringes upon copyrights, trademarks, patents, trade secrets, privacy rights, publicity rights, contractual rights, or other legal rights belonging to third parties.

The Company reserves the right to remove, restrict, disable, investigate, archive, or permanently delete content alleged to violate intellectual property rights and may suspend or terminate Business Accounts pending investigation of intellectual property disputes.

The Business User shall remain solely responsible for all claims, disputes, settlements, judgments, legal fees, damages, losses, penalties, and liabilities arising from intellectual property matters relating to content submitted by the Business User.

Data Privacy and Information Security

The Business User agrees to maintain reasonable administrative, technical, organizational, and physical safeguards designed to protect personal information, customer information, student information, business information, payment information, and other confidential information accessed through the Platform.

The Business User shall not sell, rent, distribute, transfer, disclose, harvest, scrape, copy, archive, exploit, or otherwise misuse information obtained through Platform services except as expressly authorized by law and Platform policies.

The Business User agrees to comply with all applicable privacy laws, data protection laws, cybersecurity requirements, breach notification obligations, and information security standards applicable to its operations.

The Company reserves the right to investigate suspected privacy violations and may suspend or terminate Business Accounts that fail to maintain appropriate information security practices.

Non-Circumvention and Platform Protection

The Business User acknowledges that New To Education invests substantial resources in developing technology systems, attracting users, maintaining infrastructure, promoting businesses, supporting transactions, operating directories, managing communities, and providing marketplace services.

The Business User agrees not to intentionally circumvent Platform systems, fees, policies, agreements, commission structures, operational procedures, or business protections by utilizing information obtained through the Platform to conduct unauthorized off-platform activities designed to avoid Company policies, fees, agreements, or financial obligations.

The Business User further agrees not to encourage customers, students, clients, organizations, tutors, affiliates, vendors, donors, businesses, or other Platform users to bypass Platform systems for the purpose of avoiding Platform requirements.

The Company reserves the right to seek injunctive relief, monetary damages, account suspension, termination, forfeiture of benefits, and any other remedies available under applicable law for violations of this section.

Cybersecurity Disclaimer

While the Company implements commercially reasonable safeguards designed to protect Platform systems and user information, the Business User acknowledges that no technology platform, website, application, network, communication system, cloud environment, database, or software system can guarantee absolute security.

The Company shall not be liable for losses, damages, interruptions, delays, unauthorized access, data breaches, hacking incidents, malware attacks, ransomware attacks, denial-of-service attacks, phishing incidents, technical failures, software vulnerabilities, infrastructure failures, internet outages, or other cybersecurity events beyond its reasonable control.

The Business User assumes responsibility for implementing appropriate cybersecurity measures within its own operations and systems.

Beta Features and Experimental Services

The Company may periodically introduce beta features, pilot programs, artificial intelligence tools, networking systems, community features, mobile applications, webinar systems, booking systems, donation systems, face-to-face service systems, marketplace features, and other experimental technologies.

Such features may contain bugs, defects, interruptions, incomplete functionality, security vulnerabilities, performance limitations, inaccuracies, compatibility issues, or other operational problems.

The Business User acknowledges that beta and experimental features are provided on an "as-is" and "as-available" basis without warranties of any kind and assumes all risks associated with their use.

The Company reserves the right to modify, suspend, discontinue, restrict, replace, or remove beta features at any time without liability.

Donations and Fundraising Activities

Where the Platform permits fundraising activities, charitable campaigns, donation requests, sponsorship programs, crowdfunding activities, nonprofit initiatives, or similar activities, the Business User acknowledges that it remains solely responsible for compliance with all applicable fundraising laws, charitable solicitation requirements, financial reporting obligations, donor communications, tax obligations, and regulatory requirements.

The Company does not verify how donated funds are utilized and does not guarantee charitable outcomes, project completion, donor satisfaction, tax deductibility, organizational legitimacy, financial transparency, or regulatory compliance of fundraising participants.

The Business User agrees that New To Education shall not be responsible for disputes involving donations, fundraising activities, sponsorships, charitable campaigns, donor expectations, financial management, accounting practices, or the use of donated funds.

User-Generated Content Disclaimer

The Platform may contain content submitted by businesses, tutors, students, vendors, affiliates, nonprofit organizations, community members, content creators, and other users.

Such content may include comments, reviews, ratings, blogs, articles, ebooks, courses, webinars, videos, images, social posts, discussion forum content, community content, testimonials, educational materials, advertisements, and other user-generated materials.

The Company does not endorse, verify, guarantee, warrant, or assume responsibility for the accuracy, legality, completeness, reliability, quality, safety, or appropriateness of user-generated content.

Opinions expressed by users are solely those of the respective authors and do not necessarily reflect the views, policies, recommendations, beliefs, or positions of New To Education.

The Company reserves the right, but not the obligation, to monitor, review, edit, restrict, archive, remove, or otherwise manage user-generated content at its sole discretion.

Fees, Billing, and Payment Obligations

The Company may charge subscription fees, service fees, commission fees, advertising fees, promotional fees, marketplace fees, transaction fees, verification fees, premium account fees, featured listing fees, webinar fees, directory fees, networking fees, mobile application fees, or other fees associated with Platform services.

The Company reserves the unrestricted right to establish, modify, increase, decrease, suspend, eliminate, or otherwise adjust fees, pricing structures, billing methods, subscription plans, commission structures, and payment requirements at any time.

The Business User agrees to timely pay all applicable fees and acknowledges that failure to satisfy financial obligations may result in account restrictions, suspension, removal of services, termination, collections activity, legal action, withholding of features, or other remedies available to the Company.

The Company does not guarantee the availability of any specific payment processor, banking provider, financial institution, payment method, currency, or transaction service.

No Guarantee of Revenue, Customers, or Business Opportunities

The Business User acknowledges that participation on the Platform does not guarantee customers, students, clients, bookings, enrollments, leads, sales, contracts, donations, sponsorships, partnerships, networking opportunities, advertising results, visibility, search rankings, website traffic, business growth, profitability, revenue generation, or any specific outcome.

The Company makes no representations, warranties, promises, forecasts, projections, guarantees, or assurances regarding business performance, customer acquisition, educational outcomes, financial success, marketplace exposure, marketing effectiveness, or commercial opportunities.

The Business User assumes all risks associated with operating an independent organization and acknowledges that business success depends upon numerous factors beyond the Company's control.

Monitoring, Audits, and Compliance Reviews

The Company reserves the unrestricted right to monitor, review, audit, investigate, inspect, evaluate, analyze, and assess Business Accounts, content, communications, transactions, listings, reviews, advertisements, promotional activities, fundraising activities, webinars, services, products, and other Platform-related activities.

The Company may conduct compliance reviews, quality assurance reviews, security reviews, verification procedures, fraud investigations, operational assessments, customer complaint investigations, legal reviews, and other evaluations deemed necessary to protect Platform users, maintain operational integrity, comply with legal obligations, and support business operations.

The Business User agrees to cooperate fully with such reviews and shall provide requested documentation, records, explanations, licenses, certifications, insurance documentation, compliance information, and other materials reasonably requested by the Company.

Suspension, Restriction, and Termination Rights

The Company reserves the unrestricted right to suspend, restrict, disable, investigate, remove, deny access to, deactivate, archive, or permanently terminate any Business Account at any time and for any reason.

Such action may occur with or without notice and may result from policy violations, legal concerns, security concerns, fraud concerns, customer complaints, verification failures, reputational concerns, intellectual property disputes, regulatory investigations, inactivity, non-payment, operational decisions, or business considerations.

The Company shall not be liable for losses, damages, expenses, lost revenue, lost customers, lost opportunities, reputational harm, data loss, service interruptions, or other consequences arising from account restrictions or termination.

Indemnification

The Business User agrees to defend, indemnify, and hold harmless New To Education, its owners, officers, directors, employees, contractors, affiliates, subsidiaries, successors, assigns, licensors, service providers, advisors, representatives, and partners from and against any and all claims, demands, investigations, actions, lawsuits, proceedings, liabilities, judgments, settlements, damages, losses, penalties, fines, costs, expenses, and attorney fees arising from or relating to the Business User's activities, operations, services, products, employees, contractors, volunteers, content, advertising, fundraising activities, educational activities, privacy practices, intellectual property matters, legal compliance, contractual obligations, or participation on the Platform.

This indemnification obligation shall apply regardless of whether the claim arises from negligence, misconduct, omissions, regulatory violations, contractual disputes, customer complaints, employment disputes, fundraising activities, educational activities, intellectual property disputes, or other matters associated with the Business User.

The obligations contained within this section shall survive termination of this Agreement indefinitely to the maximum extent permitted by law.

Limitation of Liability

To the fullest extent permitted by applicable law, New To Education, its owners, officers, directors, employees, contractors, affiliates, licensors, service providers, representatives, successors, assigns, and partners shall not be liable for indirect, incidental, consequential, special, punitive, exemplary, reputational, emotional, economic, speculative, or business damages arising from or relating to Platform use.

This limitation includes damages relating to lost profits, lost revenue, lost business opportunities, lost customers, lost students, lost donations, lost contracts, lost sponsorships, lost partnerships, lost data, service interruptions, software failures, technical problems, cybersecurity incidents, payment processor failures, customer disputes, regulatory investigations, or marketplace decisions.

Under no circumstances shall the aggregate liability of the Company exceed the total fees actually paid by the Business User to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.

Release of Claims

To the fullest extent permitted by law, the Business User voluntarily releases, waives, discharges, and covenants not to sue New To Education and its owners, officers, directors, employees, contractors, affiliates, successors, assigns, service providers, and representatives from claims, causes of action, liabilities, damages, losses, costs, expenses, and demands arising from participation on the Platform.

This release shall apply to claims arising from Platform functionality, business relationships, marketplace activities, customer interactions, donations, educational services, networking activities, technology services, promotional activities, and other Platform-related operations.

Force Majeure

The Company shall not be liable for delays, interruptions, failures, disruptions, suspensions, cancellations, performance issues, or inability to provide services resulting from causes beyond its reasonable control.

Such causes may include natural disasters, earthquakes, floods, fires, pandemics, epidemics, public health emergencies, governmental actions, sanctions, war, terrorism, civil unrest, labor disputes, transportation disruptions, internet outages, utility failures, hosting failures, software failures, cyberattacks, ransomware incidents, payment processor disruptions, telecommunications failures, acts of God, or other unforeseen events.

The Company reserves the right to suspend, modify, postpone, restrict, discontinue, or otherwise adjust Platform operations during such events without liability.

Injunctive Relief

The Business User acknowledges that certain violations of this Agreement may cause irreparable harm to the Company for which monetary damages alone may be inadequate.

Accordingly, the Company shall be entitled to seek temporary restraining orders, preliminary injunctions, permanent injunctions, equitable relief, specific performance, and other appropriate remedies without the requirement of posting bond or proving actual damages.

Such remedies may apply to intellectual property violations, confidentiality breaches, misuse of customer information, non-circumvention violations, unauthorized use of Platform systems, brand misuse, or other conduct threatening the Company's legitimate interests.

Arbitration and Dispute Resolution

The parties agree to first attempt to resolve disputes through informal good-faith negotiations.

If a dispute cannot be resolved informally, the Company may require that disputes be resolved through binding arbitration conducted in Japan in accordance with applicable arbitration procedures.

The parties agree that arbitration shall serve as the exclusive dispute resolution mechanism except where injunctive relief is expressly permitted under this Agreement.

Class Action Waiver

To the fullest extent permitted by law, the Business User agrees that disputes shall be brought solely in an individual capacity and not as a plaintiff, claimant, class representative, class member, participant, or beneficiary in any class action, collective action, representative action, consolidated proceeding, private attorney general action, or similar proceeding.

The Business User expressly waives any right to participate in such proceedings.

Governing Law and Exclusive Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to conflict-of-law principles.

Where arbitration is unavailable, unenforceable, or otherwise inapplicable, the parties agree that the Tokyo District Court shall possess exclusive jurisdiction over disputes arising from or relating to this Agreement.

Survival of Obligations

Any provisions that by their nature should survive termination shall remain in full force and effect following suspension, expiration, restriction, deactivation, or termination of the Business Account.

Such provisions include, but are not limited to, confidentiality obligations, intellectual property provisions, indemnification obligations, limitation of liability provisions, arbitration provisions, governing law provisions, tax obligations, payment obligations, non-circumvention provisions, data protection obligations, cybersecurity obligations, and dispute resolution provisions.

Severability

If any provision of this Agreement is determined to be unlawful, invalid, unenforceable, or ineffective under applicable law, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

No Waiver

Failure by the Company to enforce any provision of this Agreement shall not constitute a waiver of any right, remedy, claim, policy, or future enforcement action.

Entire Agreement

This Agreement, together with applicable Privacy Policies, Platform Policies, Community Guidelines, operational procedures, payment policies, and future amendments, constitutes the complete and exclusive agreement between the Company and the Business User regarding Business Account participation.

Final Acknowledgement and Acceptance

By creating, maintaining, accessing, or utilizing a Business Account, the Business User acknowledges that it has carefully read, understood, and voluntarily agreed to be legally bound by this Agreement.

The Business User further acknowledges that it has had the opportunity to seek independent legal, tax, accounting, insurance, and professional advice regarding this Agreement and enters into it freely and voluntarily.