2015.10.26 MRO Ver1.

01A

Rules on the Use of the Panasonic MRO System

Article 1. Scope of these Rules

1. These rules shall set forth how companies may participate in and use the Panasonic
MRO system (hereinafter referred to as the "System"), a system providing applied
services related to the procurement of indirect materials (hereinafter referred to as the
"Services") which is provided and operated by Panasonic Corporation and its domestic
and overseas related companies (hereinafter collectively referred to as "Panasonic") in
order to ensure the smooth and rational performance of EC procurement transactions,
and what obligations etc. shall be assumed by Panasonic and Corporate Participants.
Unless otherwise stated, these rules shall generally apply to the use of the System.
2. Panasonic may establish individual rules for each Service used by Corporate
Participants (hereinafter referred to as "Individual Rules") if necessary for ensuring the
smooth operation etc. thereof. Individual Rules shall constitute an integral part hereof
and Corporate Participants shall have the obligations set forth therein.
3. Bylaws, regulations, etc., concerning the use of the System that Panasonic
communicates to Corporate Participants from time to time if necessary for ensuring the
smooth operation etc. of the System shall constitute an integral part hereof and
Corporate Participants shall have the obligations set forth therein.
4. If Panasonic revises or modifies these rules, then such revisions or modifications shall
become effective at the time when Panasonic sends or publishes a notice or
announcement thereof via the System and/or by any other method it selects.

Article 2. Definition
As used herein, the following terms shall have the following meanings.
(1) A "Corporate Applicant" shall refer to a company that desires to participate in the
system.
(2) A "Corporate Participant" shall refer to a company permitted by Panasonic to use
the System under Article 3 (Approval of Use).
(3) A "User" shall refer to a person using the System within a Corporate Participant
who has a User ID and a Password, which are necessary for the Corporate
Participant to use the System.
(4) A "User ID" shall refer to a sequence of characters, numbers, or marks compliant
with the specifications established by Panasonic, which are used to represent and
identify a certain User.
 (5) A "Password" shall refer to characters, numbers, or marks compliant with the
specifications established by Panasonic, which are used to establish that a person
accessing the System with a User ID is actually the User represented and
identified by such User ID.

Article 3. Approval of Use

1. In order to participate in the System, a Corporate Applicant shall accept these rules,
complete and send Panasonic the Application in the form provided by Panasonic, and
enter required information in the System. Panasonic may at any time request and the
Corporate Applicant shall be obliged to provide any additional information and
supporting documents which Panasonic may reasonably require.
2. Panasonic shall examine and subject to Article 4 determine whether or not to approve of
the Corporate Applicant's use of the System, on the basis of the Application and the
information received and registered under the preceding paragraph.
3. If Panasonic approves of the Corporate Applicant's use of the System under the
preceding paragraph, then it shall notify the Corporate Applicant of such approval.
4. Approval for the use of the System shall not be deemed or construed (1) to convey to
Corporate Applicant or Corporate Participant any ownership rights, interest or title to the
System, in whole or in part, (2) be deemed to create any rights to any trademarks or
service marks appearing in the System or any documentation related thereto, or (3)
obligate Panasonic to proceed with any possible business relationship and/or any
minimum orders with any Corporate Applicant or Corporate Participant.

Article 4. Disapproval of Participation in the System

1. Panasonic may disapprove of the participation of any Corporate Applicant who is found
to meet one or more of the following conditions.
(1) The Corporate Applicant does not exist or ceases or threatens to be no longer a
going concern.
(2) The Corporate Applicant had his/her registration deleted in the past because of a
violation hereof or for any other reason.
(3) One or more of the requirements set forth in Article 3 hereof (Approval of Use) are
not met, or the Application or registered information contains a false or incorrect
statement or is not complete.
(4) The Corporate Applicant failed to perform any of its obligations in using the System
in the past.
(5) The Corporate Applicant suspends its payment or is facing any other similar
condition, or is otherwise enable to fulfill its affairs in a normal way.
 (6) Approval of the Corporate Applicant's use of the System would interfere with
Panasonic's business or present it with a technical problem.
(7) Panasonic otherwise determines that approval of the Corporate Applicant's use of
the System is socially unacceptable and inappropriate.
(8) Panasonic has reasonable grounds to believe that the Corporate Applicant is
unable to fulfill its obligations hereunder.
2. If the Corporate Applicant's participation in the System is found to be inappropriate or
any of the events in Article 4(1) has occurred or is likely to occur after Panasonics
approval under the preceding Article, Panasonic may at its discretion withdraw its
approval of such participation without assigning any reason thereto. .

Article 5. Change to the Registered Information

If there are any changes to the information registered in the System, then the relevant
Corporate Applicant or Participant shall promptly complete the registered information
change procedure in the System. In the case of any change that cannot be made through
the registered information change procedure in the System, the relevant Corporate
Applicant or Participant shall promptly notify Panasonic of such change in accordance with
the procedures prescribed by Panasonic.

Article 6. Control of the User ID and the Password

1. Each Corporate Participant is responsible for its User ID and Password and undertakes
to put in place appropriate controls to safeguard the User ID and Password from
unauthorized use.
2. No Corporate Participant may permit any third party (other than individual employees or
persons duly authorized by the Corporate Participant) to use its User ID and Password,
or lend or transfer them to any third party.
3. The responsibility for any inadequate control, incorrect use, use by any third party, etc.,
of the User ID and the Password shall lie with the relevant Corporate Participant, and
Panasonic shall have no responsibility therefor.
4. If a User ID or Password is stolen or is found to have been used by any unauthorized
persons or third parties, then the relevant Corporate Participant shall give immediate
notice to Panasonic and follow its instructions.

Article 7. Prohibited Acts

1. Corporate Participants shall be prohibited from doing the following acts in connection with
the System.
(1) Disclose, sublicense, sublease, assign or make available to any third party
(including any other Corporate Participant) information, software, tools, User ID,
 Password, or other materials disclosed or lent by or received from Panasonic or
any other Corporate Participant in connection with these rules or the use of the
System.
(2) Use any other Corporate Participant's User ID or Password, or allow the use of
Corporate Participants User ID by third parties.
(3) Commit any act that may inflict any loss or damage on Panasonic or any third
party.
(4) Infringe any intellectual property or other right of Panasonic or any third party.
(5) Commit any act that is against public order or in violation of laws and regulations,
including, but not limited to, slander, defamation, and obscenity.
(6) Provide any false or misleading information.
(7) Interfere with the normal operation of the System.
(8) Tamper with any information provided through the System.
(9) Carry out any activity for profit through or in connection with the System without the
approval of Panasonic, except for activities that meet the objective for which the
System was designed.
(10) Violate the privacy of any other Corporate Participant or any third party.
(11) Assign or sublicense any of its rights hereunder to any third party, or cause any
third party to take over any of its obligations hereunder without the prior consent of
Panasonic.
(12) Install or allow the installation of software provided by Panasonic hereunder into
computers or environments other than those authorized by Panasonic in writing.
(13) Create copies or derivative works of any software provided by Panasonic
hereunder, or disassemble, de-compile, recreate, enhance, reverse engineer or
modify the same.
(14) Corporate Participant shall prevent the introduction of viruses, disabling code, time
bomb, trap door, or similarly destructive program, information, command or code
into the System or any software provided by Panasonic
(15) Alter, remove or render illegible any logo, trademark, copyright notice or other
proprietary or confidentiality markings that may appear on the System or any
documentation related thereto.
(16) Commit any other acts which Panasonic deems to be socially unacceptable and
inappropriate.
(17) Use or allow the use of the System in any way or purpose other than those
expressly authorized by Panasonic.
2. Corporate Participant shall ensure that it and all those obtaining access to the System
through Corporate Participant refrain from the acts set forth in this Article 7, and
Corporate Participant agrees to indemnify and hold harmless Panasonic from any and
 all damages resulting from the acts of Corporate Participant and those obtaining access
to the System through Corporate Partcipant.
3. Corporate Participant acknowledges that any portion of the System may contain
software provided by parties other than Panasonic, and agrees that the use of such
software shall be governed by terms dictated by such third parties. Corporate
Participant agrees and acknowledges that the such third parties shall be entitled to
claim damages as a third party beneficiary in case of an infringement of such third
partys intellectual property rights or breach of any such terms by or on behalf of
Corporate Participant.

Article 8. System Contents, Use, Procedure, etc.

1. The contents of the System, method for using the System, System-related procedures,
etc., shall be as prescribed in the terms and regulations in the Panasonic MRO System
User's Manual and such other bylaws and regulations which shall be stipulated by
Panasonic from time to time (collectively Terms of Use). The Corporate Participant
undertakes to abide by the Terms of Use, failing which Panasonic shall have the right to
suspend, withdraw or terminate the use of the System.
2. Panasonic may change the contents of the System (including, but not limited to, the
types and functional specifications of the services provided, and the contents of the
manual), the method of using the System, and/or System-related procedures, etc.,
without prior notice to Corporate Participants.

Article 9. Maintenance and Management of Equipment for System-based Transactions

Panasonic and Corporate Participants shall use its best efforts to maintain and manage the
equipment and telecommunication lines that they will use in connection with the System.

Article 10. Temporary System Shutdown

Panasonic may temporarily shut down the System without notifying the Corporate
Participants in the event that
(1) the regular or emergency maintenance of the System is carried out; however, in
the case of the regular maintenance thereof, Panasonic shall notify or announce
the scheduled date of such maintenance through the System or by any other
method it selects, no later than two weeks prior to the scheduled date of the
System shutdown;
(2) the normal operation of the System is prevented due to a fire, outage, etc.;
(3) the normal operation of the System is prevented due to an earthquake, eruption,
flood, tsunami, or other natural disaster;
 (4) the normal operation of the System is prevented due to a war, commotion, riot,
disturbance, labor dispute, etc.; or
(5) Panasonic otherwise determines that the temporary shutdown of the System is
necessary due to operational or technical reasons.

Article 11. System Discontinuation

Each Service under the System may be discontinued in whole or in part by Panasonic upon
one month's notice to Corporate Participants or by any other means.

Article 12. System Use Charges

System use charges shall be separately prescribed by Panasonic.

Article 13. Payment of System Use Charges

The method of paying System use charges shall be separately prescribed by Panasonic.

Article 14. Storage and Deletion of Information

1. Panasonic and Corporate Participants shall retain, on their own costs and responsibility,
System information provided by the other party under the System on optical discs,
magnetic discs, writable compact discs, floppy disks, magnetic tapes, microfilms,
documents, and/or other recording media as long as necessary.
2. Neither Panasonic nor Corporate Participants may tamper with the transaction
information provided under the preceding paragraph.
3. If any Corporate Participant opts out of the System, Panasonic may delete the
information related to such Corporate Participant from the System upon its withdrawal
provided that such deletion shall not contravene or be in breach of any statutory or
Panasonic policy requirements to retain such information.
4. Panasonic shall not be liable in any way for any damage caused to the Corporate
Participant or any third party as a result of deleting or not deleting information from the
System pursuant to the provisions of this Article.

Article 15. Indemnity and No Warranty

1. Panasonic shall not be liable in any way for any losses, costs and/or damages actual or
potential arising directly or indirectly by any Corporate Participant or any third party
through the use, suspension, discontinuation or deregistration of the System, regardless
of the cause and reason thereof.
2. Panasonic does not make any warranty with respect to the information etc. that
Corporate Participants obtain through the use of the System, including, but not limited
 to, warranties of accuracy and fitness for a particular purpose. Panasonic shall not be
liable in any way for any damage arising from such information etc.
3. If any dispute arises between Corporate Participants or between any Corporate
Participant and any third party in connection with the System, then the Corporate
Participant(s) shall settle the dispute at its own expense and on its own responsibility
and hold Panasonic harmless therefrom.

Article 16. Damages

1. If any Corporate Participant violates these Rules, then it shall be fully responsible for
such violation.
2. If Panasonic suffers any damage due to any Corporate Participant's violation hereof or
other act in breach hereof, then such Corporate Participant shall compensate
Panasonic for such damage.

3. Nothing under these Rules shall cause either party to be responsible to the other for any
and all liability, loss, damage, costs and expenses which it may incur or suffer save
except for direct or consequential (including but without limitation any economic loss,
loss of profits, loss of revenue, loss of business or loss of goodwill) as a result of any
dispute or contractual, tortious or other claims or proceedings arising hereto.

Article 17. Period of Use

The period during which a Corporate Participant may use the System shall be one year
from the use start date and shall be automatically renewed for subsequent periods of one
year each unless Panasonic or the Corporate Participant notifies the other in writing of its
refusal of such renewal no later than one (1) month prior to the user end date, and the same
shall apply to any subsequent period of use.

Article 18. Deregistration

Panasonic may immediately deregister any Corporate Participant in the event that
(1) the Corporate Participant violates these Rules;
(2) any petition in bankruptcy or for the commencement of corporate rehabilitation or
reorganization procedures is filed by or against the Corporate Participant, or it
enters into liquidation
(3) the Corporate Participant suspends its payment, is subject to a suspension of
transactions with the clearing house, or is in any other similar condition;
(4) despite its participation in the System, the Corporate Participant does not use each
Service during the period to be separately specified by Panasonic;
 (5) the Corporate Participant notifies Panasonic of its intention to opt out of the
System;
(6) the Corporate Participant's User ID expires; or
(7) Panasonic otherwise determines that it is socially acceptable and appropriate to
deregister the Corporate Participant.

Article 19. General Terms and Conditions of Business

Corporate Participants shall comply with the General Terms and Conditions of Business
which Panasonic will separately present to them, unless otherwise provided in contracts
between Panasonic and them.

Article 20. Survival

The provisions of Article 6 (Control of the User ID and the Password), Article 7 (Prohibited
Acts), Article 15 (Indemnity and No Warranty), Article 16 (Damages), Article 21
(Severability), Article 22 (Audits), Article 23 (Governing Law), Article 25 (Dispute Resolution)
and this Article 20, and Article 3 (Confidentiality) of the General Terms and Conditions of
Business shall remain effective and binding upon Corporate Participant even after
deregistration .

Article 21. Severability

If any of the provisions hereof is held invalid, then all other provisions hereof shall remain in
full force.

Article 22. Audits

Corporate Participant shall, while it is a Corporate Participant and for a period of one (1)
year after deregistration, allow Panasonic, its agents or third party service providers of
Panasonic to conduct audits with respect to the use of and compliance with the relevant
usage terms applicable to the System. In the event any breach of such usage terms is
observed, Panasonic and its third party service providers shall be entitled to receive
compensation for any such breach, and Corporate Participant shall remedy such breach
without delay.

Article 23. Governing Law

These Rules shall be interpreted in accordance with the laws of Japan, without reference to
principles of conflicts of laws and excluding the application of the United Nations
Convention on Contracts for the International Sale of Goods 1980..
Article 24. Consultation
Any matter not prescribed herein or in the Panasonic MRO System User's Manual to be
separately established, any doubt, and any dispute arising in connection herewith shall be
resolved and settled through good faith discussion between Panasonic and the relevant
Corporate Participant.

Article 25. Dispute Resolution

In the event that the Parties are unable to resolve the conflict after 30 days pursuant to the
preceding article, the Parties, the Parties agree that the dispute shall be referred to and
finally resolved by arbitration in Japan in accordance with the Arbitration Rules of the Japan
Commercial Arbitration Association for the time being in force, which rules are deemed
incorporated by reference into this Article. The costs and expenses of arbitration, including
the compensation and expenses of the Arbitrator, shall be borne by the Parties as the
Arbitrator may determine. Either party may apply to any court which has jurisdiction for an
order confirming the award or commence legal proceedings to sue on the award. Except as
otherwise provided in these Rules, any right of either party to judicial action on any matter
subject to arbitration hereunder is hereby waived, except suit to enforce the arbitration
award.