Japan/World Participants' Guidelines

Jforward Inc. (hereinafter referred to as "Party A") provides an overseas test marketing program for overseas observation and marketing through JAPAN Fes (hereinafter referred to as "the Program") to corporations or individuals (hereinafter referred to as "Party B"). Both parties agree to the JAPAN Fes Terms & Conditions for World Vendor (hereinafter referred to as "these Terms") as a condition for Party B's participation in the Program.

Article 1: Confidentiality

Definition of Confidential Information

Confidential Information in this Agreement includes business information, service details, and all other information disclosed by the disclosing party (either Party A or Party B) to the receiving party in written, electronic, or oral form, which the disclosing party designates as confidential to maintain secrecy for the execution of the Program.

Notwithstanding the above, information falling under the following items shall not be considered Confidential Information:

1. Information that was publicly known or available for public use at the time it was obtained;

2. Information that becomes publicly known or available for public use after it was obtained, without fault of the receiving party;

3. Information that the receiving party knew without an obligation of confidentiality prior to obtaining it;

4. Information lawfully obtained from a third party with legitimate rights and without an obligation of confidentiality.

Obligations of Confidentiality

The receiving party shall strictly maintain the confidentiality of any Confidential Information disclosed by the disclosing party and shall not disclose or leak the contents of this Agreement or the Confidential Information without the disclosing party’s consent.

Notwithstanding the above, the receiving party may disclose Confidential Information, without prior consent, to the following parties as long as it is necessary for the performance of the Program. However, the receiving party must ensure that the parties receiving Confidential Information comply with confidentiality obligations equivalent to those set forth in this Agreement:

1. Officers and employees of the receiving party who are engaged in the performance of the Program and require disclosure of Confidential Information;

2. Officers and employees of a contractor engaged by the receiving party for the performance of the Program who require disclosure of Confidential Information;

3. Professionals such as lawyers, certified public accountants, tax accountants, or real estate appraisers with whom the receiving party deems it necessary to consult regarding the Program.

Article 2: JAPAN Fes Overseas Test Marketing Program

Party A shall provide Party B with the following services under the Program:

1. Product Preparation

2. Procurement support for products, goods, and equipment

3. Arrangement of cooking facilities

4. Participation in JAPAN Fes

Article 3: Application for Participation

1. Party B shall apply to participate in the Program through the application form specified by Party A. 

2. Participation in the Program is only possible with Party A’s approval. The criteria for Party A’s review are as follows, and Party B acknowledges that the reasons for the review results will not be disclosed:

　　1) Party B fully understands the purpose of the Program.

 　　2) Party B provides products suitable for the event's purpose and policy.

 　　3) Party B and its affiliates do not have and will not have any association, now or in the future, with anti-social forces or entities affiliated with anti-social forces. ("Anti-social forces" refers to organized crime groups, members of organized crime groups, associated members, companies related to organized crime groups, and other similar entities.)

3. The application is considered complete when Party B has paid the Program fee designated by Party A to the account specified by Party A. The contents covered by the fee are limited to those stated in Article

4. If Party A cannot confirm Party B's payment by the specified date, Party A reserves the right to cancel the application without Party B’s consent.

5. Party B shall bear any applicable transfer fees.  

6. The Program fee does not include the following expenses, which Party B agrees to cover under any circumstances:

• Additional rental equipment

• Airfare, accommodation, local transportation, and meal expenses

• Travel insurance and similar overseas insurance

• Any other personal expenses

7. Refunds of the Program fee from Party A to Party B shall be limited to the following cases. However, Party B acknowledges that the items specified in Paragraph 6 of Article 3 are not eligible for refunds under any circumstances.

　　1) Even after Party A has approved Party B’s participation, if Party A confirms during the preparation phase that Party B is in violation of the items specified in Paragraph 3 of Article 3, Party A may unilaterally cancel Party B’s participation and refund the full amount paid by Party B.

　　2) If the local government of the Program's host city decides to cancel or deem the event infeasible, Party A will refund the full amount to Party B and cancel their participation.

Article 4: Product Preparation and Procurement Support

Party B agrees to comply with and accept the following terms regarding the procurement of products, ingredients, and equipment for use in the Program:

1. Party B shall report their travel itinerary to the Program's host city to Party A no later than three weeks before the event date.

2. For the products, items, and equipment that Party B intends to provide in the Program, Party A shall offer procurement support by receiving them at an address designated by Party A. However, the quantity received shall be limited to that declared by Party B and agreed upon by Party A in advance.

3. Party B shall bear all responsibility and costs, including any customs duties or consumption taxes, related to the products, items, and equipment shipped to Party A.

4. Party B acknowledges that Party A cannot accept any products, items, or equipment sent without prior agreement. Party B also agrees not to store items with Party A in the host city.

5. Party B shall manage and use any products, items, or equipment brought in as personal belongings under their own responsibility.

6. Party B shall provide Party A with the necessary information on products, items, equipment, and ingredients intended for use in the Program by following the method designated by Party A no later than 60 days before the event date.

7. Party A shall procure items locally within the host city to the best of its ability and at a reasonable price within its capabilities.

8. Party B acknowledges that it may not be possible to procure the desired ingredients or equipment locally in the Program’s host city. If Party B decides to bring items directly, Party A shall not bear any responsibility or costs associated with this.

9. Party B shall provide Party A with promotional materials (photos/videos) requested by Party A for PR purposes to the extent possible no later than 30 days before the event.

10. For additional rental equipment not included in the Program fee, Party B shall select from the options provided by Party A. If additional costs arise, Party B shall pay these costs by the method designated by Party A before the start of the Program.

11. If Party A cannot procure the desired equipment among the additional rental options, Party B may arrange alternative items with Party A’s support by mutually agreeing on the associated costs. Party B shall pay any additional costs before the start of the Program using the method specified by Party A.

12. If Party B wishes to use equipment not recommended by Party A, Party B shall be responsible for arranging this independently.

13. Party B shall manage and use rental equipment provided by Party A according to the rules set by Party A.

14. If Party B damages, destroys, or fails to return rented equipment provided by Party A, Party A shall charge Party B an amount corresponding to the damage, and Party B agrees to promptly comply with the payment.

Article 5: Use of Commercial Kitchen

Party B, if requiring the use of a commercial kitchen, agrees to comply with and accept the following terms regarding kitchen use:

1. The commercial kitchen is a shared space for everyone to use comfortably. Please be mindful of others and follow these simple rules:

• Respect Others: Be kind and respectful to other users and their work.

• Keep It Clean: Clean up after using the kitchen so it’s ready for the next person.

• Be Considerate: Keep noise and strong smells to a minimum to avoid bothering others.

2. Party B’s scheduled use of the commercial kitchen shall be one or two days prior to the first day of the event. Party A will notify Party B of the specific date and time approximately one week before the event, and Party B acknowledges that last-minute changes may occur.

3. The maximum usage time for the commercial kitchen is 12 hours. Party B understands that any extension of usage time will incur additional charges.

4. Receipt of ingredients and equipment shall occur two or three days prior to the first day of the event, exclusively at the commercial kitchen. It is not permitted to receive ingredients or equipment on earlier dates or at other locations.

5. Upon arrival at the commercial kitchen, Party B shall inspect ingredients and equipment. After Party B's confirmation, all items, including personal belongings, shall be managed entirely by Party B under their own responsibility.

6. Party B shall not lend or borrow ingredients or equipment provided by Party A to/from other vendors or participants. Party A assumes no responsibility for any damages resulting from such actions.

7. Transportation of ingredients and equipment included in the Program fee will be limited to a single truck, covering only the commercial kitchen, event venue, and storage facility. Due to anticipated congestion, Party B shall cooperate in loading and unloading at the commercial kitchen and event venue.

8.  Party B must follow all rules of the commercial kitchen. The following guidelines apply:

1. Cleanliness: Party B must clean the kitchen after use and return it to the same clean condition as before use.

2. Protective Gear: Party B must wear rubber gloves, hats, and appropriate footwear while using the kitchen.

3. Proper Attire: Party B must avoid wearing clothing that exposes skin or body hair. Clothing must ensure hygiene and safety.

4. Safety First: Party B must prioritize safety to prevent injuries while working.

5. Storage of Items: Party B must store food and supplies at least 6 inches (15.24 cm) above the floor.

6. Follow Instructions: Party B must comply with any additional instructions provided within the commercial kitchen.

7. Food Management: All food items must have clear labels or notes indicating the date and product name. Proper management must be ensured at all times.

9. If Party B violates any rules within the commercial kitchen, they may be subject to fines or be asked to leave the premises, and Party B agrees to comply immediately. Party B shall bear any fines incurred as a result of such violations.

Article 6: Event Guidelines

Party B agrees to comply with and accept the following event guidelines:

1. Party B shall comply with any requests from Party A to modify the booth location or layout for venue or safety reasons.

2. Booth setup and takedown shall be performed by Party B within the time frame designated by Party A and under Party B’s responsibility.

3. Party B shall manage any items used at the event (rental items, products, personal items, etc.) and shall not leave items at the booth after the event concludes.

4. Party B shall follow all instructions provided by Party A regarding these Terms and venue usage for the event.

5. When setting up, operating, or dismantling the booth, Party B shall exercise due care for the safety of visitors in adjacent booths, walkways, and other areas.

6. If loading or unloading by vehicle, Party B shall promptly move the vehicle from the loading area once the items are unloaded or loaded.

7. Booth setup, display, sales, customer service, and all other activities must be conducted within the designated booth or location assigned by Party A.

8. Party B shall not use audio sources within the booth unless explicitly authorized by Party A.

9. Insurance for the event will be covered by Party A, and Party B shall participate under these terms.

10. Party A will carry out marketing for Party B’s products, but Party B acknowledges that Party A does not guarantee any specific sales targets or performance metrics.

11. Party B agrees to the following details regarding event preparation, operation, and takedown:

    - Party B shall gather at the commercial kitchen early on the event day (6AM-7AM, depending on the venue) to inspect products, items, ingredients, and rental items and load them onto the truck under Party B’s responsibility.

    - The vehicle entry time for setup and preparation at the venue is between 9AM and 10AM.

    - Party B shall handle the transport of items and ingredients for setup and takedown of the event.

    - Tents and tables will be set up by the rental company, and Party B must wait until setup is complete, which may be immediately before the event starts.

    - The booth size is 10 feet x 10 feet x 7.1 feet (3 meters x 3 meters x 2.1 meters).

    - The equipment provided by Party A within the booth includes a tent, banner stand, table, banner, and any other agreed-upon items.

    - Party B shall submit the banner design upon application for the Program or at least 30 days before the event date.

    - The maximum banner size is 10 feet x 4 feet (3 meters x 1.3 meters), and it significantly influences PR.

    - Party B is responsible for booth decorations, and Party A will assist with line control only if a queue of more than 20 people forms.

    - Party B shall keep the sales and ticket lines unified, ensuring no more than five groups wait for service at any given time.

    - Party B shall manage their products and items at their own risk, including in adverse weather conditions. Party B shall contact Party A five days prior to the event if consultation is needed for preventive measures.

    - Party B shall return to the commercial kitchen after the event to clean any cooking utensils and equipment used.

    - Party B shall follow Party A’s instructions regarding the disposal of leftover ingredients.

    - If Party A confirms any violation of the above terms, Party A may request that Party B remove the booth and leave the event, and Party B agrees to comply.

12. Party A will cancel the event only if government authorities deem the event unfeasible. In the event of a cancellation, Party B will be refunded the Program participation fee based on the number of canceled days.

13. **Promotional Notes**  

    - Displaying laminated product information near the storefront can aid promotion.

    - Since many visitors take products to go, providing takeout containers is recommended.

    - Actively engaging visitors with greetings and interaction from the booth is encouraged.

    - If additional staff or cooking assistants are needed, consult Party A for arrangements, though Party A cannot guarantee specific skill levels. Party B shall provide a 45-minute break for any hired staff and may prioritize product access from behind the tent for assistants or volunteers.

    - If influencer marketing is requested, Party B shall provide products free of charge to invited influencers with VIP nameplates from behind the tent.

    - Party B shall also provide products to event sponsors free of charge from behind the tent if they possess VIP nameplates.

Article 7: Contest Rules

Party B agrees to comply with the following contest rules:

1. Party B shall provide products at the price designated by Party A.

2. Party B may offer only one type of menu item, and additional toppings or extra services are not permitted.

3. Contest rankings shall be determined according to the rules set by Party A.

4. Party B shall not request changes to the rules established by Party A.

5. To avoid reputational harm based on contest rankings, results will generally not be publicly disclosed.

6. If misconduct is discovered, Party B’s ranking will be revoked.

7. Party B acknowledges that due to water, gas, vendor, or other unexpected issues, the contest may begin at 11 AM instead of 10 AM.

Article 8: Cancellation Policy

Refunds of the Program fee from Party A to Party B shall be limited to the following cases. However, Party B acknowledges that 10% of the amount charged by Party A under Article 3 is a non-refundable administrative fee and will not be refunded under any circumstances, including in the cases specified below. Any transfer fees or related charges shall be borne by Party B.

• More than 61 days prior: 100% refund

• 31 to 60 days prior: 50% refund

• Less than 30 days prior: No refund

Article 9: Damages and Dispute Resolution

Party B shall not engage in or attempt any of the following acts related to participation in the Program:

1. Acts in violation of laws, this Agreement, event guidelines, etc., or contrary to public order and morality.

2. The sale, transfer, or lending, whether paid or free, of any services or equipment provided in the Program to third parties.

3. Acts that interfere with the operation of the Program by Party A or the organizers.

4. Fraud or any criminal activity.

5. Providing false or misleading information.

6. Any other actions deemed inappropriate or unacceptable by Party A.

If Party A determines that Party B has violated the above provisions, Party A reserves the right to terminate this Agreement, halt Party B’s participation in the Program, and request Party B’s withdrawal from the event. Party B agrees to comply with Party A’s request.

If Party B violates this Agreement or causes harm, whether intentionally or negligently, to Party A, other vendors and participants, visitors, or third parties, Party B shall compensate for any resulting damages.

In the event of disputes or issues with other participants, visitors, or third parties, Party B shall resolve the matter independently, at their own expense and responsibility.

Party A is not obligated to intervene in or resolve disputes involving Party B and shall not be required to do so. However, if Party A determines that it is necessary or beneficial for the smooth operation of the Program or event, Party A may intervene in such matters. Party B agrees to cooperate if Party A requests assistance in resolving the issue.

Article 10: Disclaimer

While Party A will make every effort to ensure the safety and security of Party B during the event, Party A is not liable for the following:

1. Any costs, such as airfare, accommodation, or other expenses, and all damages resulting from Party B’s inability to enter the United States.

2. Any accidents, injuries, or illnesses occurring during the Program.

3. Any loss, theft, damage, or accident occurring during the Program.

4. Responsibility for any equipment or materials loaned to Party B during the Program, including weather-related incidents, for which Party B shall be responsible for managing.

5. Differences in visitor numbers or sales projections compared to past events, and any damages resulting from such discrepancies.

6. Any events or issues that cannot be fully controlled or assessed solely by Party A.

Article 11: Changes to the Service and this Agreement

Party A may modify, add, delete, or discontinue (collectively, "modifications") the content of the services, this Agreement, or event guidelines at any time by notifying Party B in a manner deemed appropriate by Party A.

1. Party B shall be responsible for verifying any modifications to the services, this Agreement, or event guidelines.

2. If Party B uses the services after any modifications, such use shall be deemed as acceptance and agreement with the modified services, Agreement, or guidelines.

3. Matters not specified in this Agreement shall be discussed in good faith between Party A and Party B as necessary.

Article 12: Intellectual Property Rights

All intellectual property rights, including copyrights, patents, utility model rights, trademark rights, and design rights related to photos, videos, text, and other information on Party A’s website and social media, belong to Party A or a third party designated by Party A.

Party B acknowledges that Party A retains copyright to photos and videos taken during the Program and that these may be used to promote products sold by Party A.

Article 13: Governing Law and Jurisdiction

This Agreement shall be interpreted in accordance with the laws of the United States, and any disputes related to this Agreement shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York.

Article 14: Nature of Relationship

The relationship between Party A and Party B does not constitute a partnership, joint venture, employment, agency, or any other relationship involving profit-making activities. This Agreement is intended to provide Party B with an experiential opportunity to observe and assess how their products are received in the market through participation in this Program, similar to a general business trip. The purpose is not for Party B to generate revenue but rather to gain insights and experience. Therefore, Party B agrees not to represent themselves as an employee, partner, or agent of Party A and not to make any claims or demands for rights or privileges applicable to employees, partners, or agents, unless explicitly provided for in this Agreement. 

Article 15: Agreement to These Terms

Party B shall confirm their agreement to these Terms through the application method designated by Party A.

Article 16: Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable laws or regulations, that provision shall be deemed modified to achieve the same economic effect as the original provision to the fullest extent possible. The remaining provisions of this Agreement shall continue to remain in full force and effect. The invalidity, illegality, or unenforceability of one provision shall not affect any other provisions of this Agreement.