Please note: If you desire to use this system, please confirm your acceptance of the following GENERAL TERMS AND CONDITIONS. You may proceed by agreeing to all of the GENERAL TERMS AND CONDITIONS and by clicking the “Agree” button. In particular, as described in the GENERAL TERMS AND CONDITIONS, please note that this system was made only for lawful share and utilization of the materials, including, but not limited to, photographs, illustrations, motion pictures and other audio-visual works, which are intended to be used for sales promotions or advertisements of HONDA branded power products, among HONDA MOTOR CO., LTD. ("HM"), HM’s subsidiaries and affiliates and the distributors appointed by HM. HONDA MOTOR CO., LTD.

GENERAL TERMS AND CONDITIONS FOR Honda Power Products Promotion Material Database

These general terms and conditions (the "Terms and Conditions") are the rules and regulations for use of the System (hereinafter defined) applicable to all of the Users (hereinafter defined) and HM. Please carefully read these Terms and Conditions before using the System. Each User may use the System only if the User fully understands and accepts these Terms and Conditions without limitation or reservation. Please note that, regardless of any reasons, each User is deemed to have agreed to all of these Terms and Conditions if the User uses the System. HM may, in its sole and exclusive discretion, amend, add and/or remove any part of these Terms and Conditions at any time and without individually notifying each of the Users. Therefore, all of the Users are requested to check these Terms and Conditions each time each User uses the System. If each User uses the System after these Terms and Conditions have been amended, the User will be deemed to have agreed to the amended Terms and Conditions.

1. Definitions

Unless the context otherwise requires, capitalized terms used in these Terms and Conditions shall have the following meanings:

(a) “Download User” has the meaning ascribed to it in Article 4.3.

(b)“Material Owner” means an User who owns the copyright to a Sales Material or any other right, necessary to grant to another User a license or sublicense to use the said Sales Material through the System.

(c) “Royalty Fees” means the fee to be paid by a User (licensee/sublicensee) to another User (licenser/sublicenser) as consideration for a license or sublicense to use the Sales Material provided through the System.

(d) “Sales Material” means each material that is protected by copyright and that may be used for sales promotion or advertisements of HONDA branded power products, including, but not limited to, a photograph, an illustration, a motion picture and other audio-visual work.

(e) “System” means the sharing system for Sales Materials, “Honda Power Products Promotion Material Database,” which is operated and managed by HM.

(f) “Terms of Download”” has the meaning ascribed to it in Article 3.1.

(g) “Terms of Upload” has the meaning ascribed to it in Article 3.1.

(h) “User” has the meaning ascribed to it in Article 2.1.

2. Grant of License

2.1 In the event that the use of the System by a HM’s subsidiary or affiliate or distributor appointed by HM is acceptable for HM, HM grants to such subsidiary, affiliate or distributor (“User”) a non-exclusive, non-transferable license, without right to sublicense, to use the System for the purpose of sharing Sales Materials, subject to these Terms and Conditions.

2.2 In the event of any conflict between these Terms and Conditions (or any portion thereof) and “LICENSE AGREEMENT” for licenses to use the Sales Materials entered into between HM and the User, these Terms and Conditions shall prevail.

3. Administration of Honda Power Products Promotion Material Database

3.1 HM may make (i) rules that prescribe the details of the terms and conditions for upload of the Sales Materials (the “Terms of Upload”) and those for download of the Sales Materials (the “Terms of Download”) and (ii) manuals to use the System.

3.2 HM shall issue to a person designated by each User (“Designated Person”), an initial ID and password to use the System, which are effective from the date of issuance through the end of March which comes within one (1) year from such date of issuance. Each User shall notify HM of the information designated by HM, including, but not limited to, the Designated Person’s name, title, phone number and email address. The System may be used only by the Designated Person. If the Designated Person changes, the User shall promptly notify HM thereof and the relevant information. In the case where the licenses to use the System granted by HM to each User hereunder is renewed in accordance with Article 9.1 hereof, HM shall reissue to the Designated Person an ID and password that are different from the initial ID and password. Each User shall ensure the security and safekeeping of the IDs and passwords (including all subsequent changes). Each User shall impose on the Designated Person the obligation to comply with these terms and conditions and shall ensure that the Designated Person fully complies with the same.

3.3 In the case where the ID and password to use the System are already issued by HM to each User in accordance with the “LICENSE AGREEMENT” provide in Article 2.2 hereof, such issuance shall be deemed as the issuance of the initial ID and password under Article 3.2 hereof.

3.4 HM is not responsible for maintaining the Sales Materials that are uploaded to the System. HM may remove any Sales Materials that are uploaded to the System from the System at any time, without prior notice to any User, for any reasonable cause (including, but not limited to, an injunction against the use of the Sales Materials, or any breach of these Terms and Conditions, the Terms of Upload or the Terms of Download).

3.5 HM may temporarily suspend provision of the System at any time, without prior notice to any User, for maintenance of the equipment or any other reasons.

4. Use of Honda Power Products Promotion Material Database

General

4.1 When using the System, each User shall fully comply with these Terms and Conditions, the Terms of Upload, the Terms of Download and the manuals made by HM based on Article 3.1 hereof.

4.2 Each User shall prepare and maintain all and any facilities necessary to use the System (including, but not limited to, any computer devices to be connected to the Internet), at its own cost and responsibility.

Upload Sales Materials

4.3 Each Material Owner may provide any of the Sales Materials to any other User (the “Download User”) through the System or in any other manner designated by the Material Owner in accordance with the Terms of Upload, provided that, the Material Owner shall have HM upload such Sales Materials to the System on behalf of and in the name of the Material Owner, and shall not upload by itself.

Download Sales Materials

4.4 Each Download User may use any of Sales Materials uploaded by HM on behalf of and in the name of the Material Owner to the System by downloading from the System or receiving in any other manner designated by the Material Owner in accordance with the Terms of Download.

5. Royalty Fees, Commission Fees and Payments

5.1 Where each Download User downloads or receives in any other manner, the Sales Materials that are uploaded to the System by HM on behalf of and in the name of the Material Owner, the Download User shall pay the Royalty Fees subject to the terms and conditions that (i) are described in the caption uploaded accompanied with the Sales Materials and/or (ii) are separately agreed between the Material Owner and the Download User.

6. Delegation to Third Party

6.1 HM may delegate, outsource or entrust a whole or part of the performance under these Terms and Conditions to any other appropriate third party, without any User’s approval or consent; such performance includes, but is not limited to, (i) issuing ID and passwords subject to the provisions Article 3.2 hereof and (ii) removing the Sales Materials subject to the provisions Article 3.4 hereof.

6.2 Each User shall not delegate, outsource or entrust a whole or part of the performance under these Terms and Conditions to any third party, without the prior written approval or consent of HM.

7. Warranty, Disclaimer and Indemnification

7.2 THE SYSTEM IS PROVIDED BY HM ON AN “AS IS” BASIS, AND HM DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE SYSTEM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HM will not be liable for any damages or losses arising out of or incurred in connection with any User’s act or failures (including, but not limited to, use of the System or Sales Materials, or violation of these Terms and Conditions of the license).

7.3 Each User shall indemnify and hold harmless HM and other Users against any and all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or incurred in connection with the User’s acts or failures that are in violation of these Terms and Conditions.

8. Confirmations

Each User acknowledges and agrees that HM may use the System not only not as the administrator who operates and manages the System, but also as one of the Users.

9. Terms and Termination

9.1 The licenses to use the System granted by HM to each User hereunder shall be in effect from the date of issuance of initial ID and password under Article 3 hereof through the end of March which comes within one (1) year from such date of issuance, and shall thereafter automatically be renewed for an additional one (1) year period, unless HM provides the User, or the User provides HM, with written notice of non-renewal at latest thirty (30) days prior to the expiry of the then current term.

9.2 Notwithstanding the provisions of Article 9.1 hereof, any license or sublicense to use the Sales Materials that is granted through the System or under these Terms and Conditions shall survive and remain in force as long as the rights that are licensed or sublicensed are in effect after the termination of the licenses to use the System granted hereunder, unless otherwise agreed.

9.3 HM may terminate the licenses to use the System granted by HM to each User hereunder without cause upon giving a written notice to the User at least thirty (30) days prior to the effective date of such termination.

9.4 Notwithstanding the provisions of Article 9.3 hereof, where each User violates any provision of these Terms and Conditions, the Terms of Upload or the Terms of Download, HM may immediately terminate the licenses to use the System granted by HM to each User hereunder, in whole or in part, without giving prior notice to the User.

10. Miscellaneous

10.1 HM and each User shall keep secret all commercial and technical information disclosed to it by the other party under or in connection with use of the System, provided that the same remains undisclosed to the public.

10.2 Unless otherwise agreed between HM and each User, all notices, reports, requests,demands and other communications under or in connection with these Terms and Conditions shall be written in the English language and shall be sent by registered airmail, postage prepaid and all notices, reports, requests, demands and other communications shall be deemed to have been given on the date when deposited in the post.

10.3 Neither any rights nor duties under these Terms and Conditions shall be assignable,delegable or transferable, directly or indirectly, by each User without the prior written consent of HM.

10.4 Neither HM nor each User shall be liable for any failure or delay in the performance of any obligation imposed on such HM or User under these Terms and Conditions to the extent that such failure or delay arises directly or indirectly from a cause beyond such HM’s or User’s reasonable control, including but not limited to, any act of God, the act of any government or other competent authority, war (declared or undeclared), rebellion, civil commotion, riot, revolution, civil disorder, strike, lock-out, trade dispute or labor disturbance, fire, explosion, storm, flood, typhoon, tsunami, earthquake or terrorism.

10.5 Any failure by HM or each User to enforce any provision of these Terms and Conditions, or to exercise any of its rights hereunder, will not be construed as constituting a waiver of such HM or User's right thereafter to enforce each and every provision of these Terms and Conditions in accordance with its terms.

10.6 These Terms and Conditions hereunder shall be governed by and construed in accordance with the laws of Japan.

10.7 Unless otherwise settled by HM and each User through consultation, all disputes,controversies or differences that may arise between HM and the User out of or in relation to or in connection with these Terms and Conditions, or any breach thereof, shall be finally settled by arbitration in Tokyo, Japan pursuant to the Commercial Arbitration Rules of the Japan Commercial Arbitration Association, by which the Parties concerned shall be bound.

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