HCT BID Membership Rules The following rules (hereinafter called ʺRulesʺ) stipulate the terms and conditions regarding parade type auctions, tender type auctions, and auctions conducted through the Internet (hereinafter collectively called ʺHCT BIDʺ), carried out or operated by Hitachi Construction Machinery Trading Co., Ltd. (hereinafter called ʺHCTʺ). 1. Application of Rules (1) These Rules are applicable to both HCT and all registered members of HCT BID (hereinafter called ʺMembersʺ). (2) Other terms and conditions provided by HCT shall be considered as an addendum to these Rules and shall hold the same distinction and validity as those included herein. (3) In instances whereby additional terms and conditions stipulated by HCT are in conflict with Rules included herein, such additional terms and conditions shall be applicable and supersede the latter. (4) HCT s notice under the Article 3 shall be deemed as a part of this Rule. 2. Amendment of Rule HCT may amend and make changes to the Rules without obtaining the consent of Members. Members shall be notified of any amendments via any means considered appropriate by HCT. HCT shall not have any obligations or be held liable for damages or losses incurred thereby to Members. 3. Notice by HCT (1) HCT may notify Members of any matter, by posting on HCT s WEB site, sending e mail or by any other means considered appropriate by HCT. (2) HCT s notice based on this Article 3 (1) shall become effective on posted on HCT s WEB site or on sent out by e mail, unless otherwise stipulated by HCT. 4. Arrangement of Facility Members shall bear all costs and be responsible for any and all products and services associated to their capacity to access, partake and utilize HCT BID, including but not limited to hardware, software, communication facilities and lines, internet access services, etc.. HCT shall not bear any responsibility for such non usability or non accessibility and/or any damages or losses incurred due to a Members inability to use or access HCT BID as a result of the aforementioned. 5. Membership Qualifications HCT BID is available only to individual persons registered as a Member. Membership status shall be granted to those whom are constituents of sales,
maintenance or trading companies, and have or who are conducting business in connection with construction machineries. 6. Registration Prospective Members applying as a new registrant shall adhere to the following procedures: (1) Submit a membership application form by completing the required information. (2) HCT will inform applicants regarding the result of their membership status via e mail. A registered Member will be provided with a unique registered number and a member s card allowing them to participate in HCT BID. A User ID and Password will also be provided to access HCT s internet auctions. (3) Applicants, whom have not had prior business with HCT, shall provide an advance deposit of five hundred thousand Japanese Yen (JPY 500,000) to HCT. 7. Membership (1) Individuals in accordance with the conditions stipulated in the Article 5, may be registered as a Member, with the provision that consent to the provisions of the Rules contained herein and Rules for HCT BID has been given. Additionally, prospective members must have fulfilled the procedures for application stipulated in Article 6. (2) Membership remains conditional based on the judgment and approval of HCT. HCT is not obliged to approve applications mentioned in this Article 7 (1). HCT may refuse the application or may cancel its approval after an application has been accepted in the event that: (a) HCT considers the applicant has not properly provided information requested by HCT (b) HCT believes that false or misleading contents exist, or may exist in the information submitted by the applicant (c) The applicant does not consent to unequivocally abide by the Rules without any conditions (d) HCT suspects that the applicant may directly or indirectly, illegally export a Successfully Bid Exhibit (e) HCT suspects that the applicant is, or may become consistent with Article 13 (f) HCT believes that the applicant may breach the Rules (g) Registration has been cancelled by the Member or by HCT (h) The applicant has previously been convicted of, or has demonstrated behavior with the likelihood of committing a criminal act, bankruptcy, liquidation, suspension, dishonor of a draft, attachment or auxiliary attachment or other such conduct (i) HCT deems that the application for registration is ineligible for any reason
8. Renewal of Membership (1) Membership will expire every year on the 31st of March, regardless of the date the membership was registered (2) Memberships subject to expire will be examined by HCT in relation to HCT BID Membership qualifications (3) Memberships successful in the appraisal process of this Article 8 (2) will be renewed for one (1) year 9. Notification of Registration Change Members shall, without delay, inform HCT of any change to their address, telephone number or other information registered to HCT. 10. Cancellation of Membership (1) HCT may cancel the membership of a Member who has not had business with HCT BID for one year or more without providing any notice (2) Should any of the following be applicable to a Member, HCT retains the right to immediately cancel their membership without any prior notice (a) If the Member has committed any of the acts under Article 15 (b) If the Member has made a false declaration or registration to HCT (c) If the Member has failed to pay fees, etc., or has failed to make such payments on time (d) If the Member has directly or indirectly illegally exported a Successfully Bid Exhibit (e) If the Member has or may become consistent with Article 13 (f) If the Member has or is in violation of the Rules (g) If HCT judges the Member to be ineligible for membership for any reason (3) If membership has been canceled in accordance to this Article 10 (2), such Members concerned shall pay the entire amount of its fees and other payment obligations to HCT in relation to HCT BID, incurred up to the date of cancellation, in a lump sum according to the method indicated by HCT. HCT shall not refund the deposit under the Article 6 (3) and any other fees or monies, which have been already received. 11. Membership Withdrawal (1) Members are able to withdraw from membership anytime by following prescribed procedures (2) Any remaining sum of deposit, under the Article 6 (3), and in case of this Article 11 (1) or under the Article 10 of the HCT BID Membership Rules, will be returned. 12. Participation to HCT BID Should a Member cause damages to another Member or a third party in relation
to its participation to HCT BID, or should a dispute arise between the Member and another Member or a third party, these matters shall be resolved by such Members concerned at its own expense and responsibility. HCT shall be held harmless and free from any inconvenience, damages, and all liabilities. 13. Elimination of Antisocial groups (1) HCT may refuse an application, may cancel a membership, may refuse a party s participation to HCT BID, or may cancel a successful bid in the event that: (a) The applying person or entity is, or was an antisocial group itself or a member of such a group (b) The legal or actual leader or representative of an entity is, or was an antisocial group itself or a member of such group (c) The legal or actual leader or representative of the applying entity funds, or has close relationships with antisocial groups (d) The legal or actual leader or representative of the applying entity is publicly recognized to have committed a violent or threatening crime, or has any relationship with a person or an entity being publicly recognized as having committed a violent or threatening crime (e) The applying person or entity, by itself or through a third party, declares to HCT that it is, or belongs to an antisocial group (f) The applying person or entity, by itself or through a third party, approaches HCT with defrauding, violent, or threatening words (g) The applying person or entity, by itself or through a third party, harms or may harm HCT s reputation or credit (h) The applying person or entity, by itself or through a third party, interferes or may interfere with HCT s operations (2) Should the refusal or cancellation of Membership be based on this Article 13 (1), HCT shall not be liable for any damages of such applying person or entity incurred thereby. Conversely, such applying persons or entities shall be liable for HCT s damages arising out of the acts itself 14. Intellectual Property Rights Members acknowledge and agree that any information provided through HCT BID shall be protected by copyrights, trademark rights, patent rights and other intellectual property rights and laws. Members shall not, without the prior consent of HCT, make available to any third party such information for any reasons or means. 15. Prohibitions Members are prohibited from committing the following acts with regards to their participation to HCT BID: (a) Acts that violates or may violate the intellectual property rights of HCT or
any third party (b) Acts that violates or may violate the property or the privacy of HCT or any third party (c) Acts that imposes or may impose damage or a disadvantage to HCT or any third party (d) Acts that uses or makes available HCT BID for any commercial activities without the consent of HCT (e) Acts that interferes with the operation of HCT BID (f) Acts that harm the reputation of HCT BID (g) Acts that use a Member s ID and Password, registered number, and/or Member s card improperly (h) Acts that use or provides detrimental programs, such as computer virus on or through HCT s Internet auction or its auction site (i) Any other acts that violates or may violate the Rules, applicable laws and regulations (j) Any other acts that HCT considers inappropriate 16. Registered number and Member s card Management (1) Members shall be responsible to manage their ID and Password, registered number and Member s card after being provided by HCT. (2) Members shall not lease, give, transfer, sell or pledge its ID and Password, registered number and/or Member s card to a third party, or otherwise allow the use thereof by a third party. (3) Members shall be responsible for any damages due to improper management of their ID and Password, registered number and/or Member s card, including but not limited to the improper usage thereof or by a third party. HCT shall not be liable for any such damages. (4) In the event that a Member discovers that its ID and Password, registered number and/or Member s card have been stolen or used by a third party, such Members shall immediately notify HCT and follow any directions provided by HCT. (5) Members are responsible for changing their Passwords periodically. HCT shall not be liable for any damages incurred by the failure to fulfill such obligation. 17. Suspension of Service HCT may, without prior notice to Members, suspend HCT BID in the event that: (a) Natural calamity, riot or other cause of a similar nature occurs or HCT believes that it may occur. (b) HCT BID may not operate due to a system down or malfunction of facilities thereof. (c) HCT considers that a suspension is needed from an operational or technical perspective. In situations as such, HCT shall not be liable for any damages
incurred by Members. 18. Deletion of Information (1) HCT may, without prior notice, delete any information provided, obtained or used through the HCT BID in the event that: (a) A Member that provided, obtained or used such information has committed any of the acts under Article 15 (b) HCT considers its deletion necessary for the operation or maintenance of HCT BID or for any other reason (c) HCT believes its deletion is necessary (2) HCT shall not be liable for any damages incurred by Members or other third parties, due to the deletion or the non deletion, of information according to this Article 18 (1). 19. Liability In the event that a Member is in violation the Rules, or uses HCT BID improperly, the Member shall be held liable and be obligated to compensate HCT for all damages (including attorney fees) incurred. 20. Indemnity HCT shall not be liable for any damages incurred by Members due to delays, changes, suspensions, or the termination of HCT BID. 21. Governing Law The laws of Japan shall apply with regards to the Rules. 22. Jurisdiction In the event that a legal dispute arises in regards to the Rules, the Member and HCT hereby acknowledge that such disputes shall be submitted to the jurisdiction of the Tokyo Summary Court or the Tokyo District Court. 23. Term The Rules contained herein shall become effective on April 1st, 2012.