TERMS OF PARTICIPATION These Terms of Participation (“Agreement”) are hereby entered into on the date of your participation conditional upon your agreement to these terms (“Effective Date”) between you (“Participant”), as a participant in the Video Popularity Prediction competition (the “Competition”) hosted at bitgrit.net (the “Competition Site”), and bitgrit Inc. (“Bitgrit”). IMPORTANT, READ CAREFULLY: Your participation in the Competition on the above Competition Site is conditional upon your comprehension of, compliance with, and acceptance of these terms. Please review thoroughly before accepting.[MOU1] I Clauses of Non-Disclosure 1. Confidential Information (1) Confidential Information shall mean any and all information disclosed by Bitgrit to the Participant with regard to the entry and participation in the Competition, including (i） metadata, source code, object code, firmware etc. and, in addition to these, (ii) analytes, compilations or any other deliverable produced by the Participant in which such disclosed information is utilized or reflected. (2) Confidential Information shall not include information which; (a) is now or hereafter becomes, through no act or omission on the Participant, generally known or available to the public, or, in the present or into the future, enters the public domain through no act or omission by the Participant; (b) is acquired by the Participant before receiving such information from Bitgrit and such acquisition was without restriction as to the use or disclosure of the same; (c) is hereafter rightfully furnished to the participant by a third party, without restriction as to use or disclosure of the same. 2. Non-Disclosure Obligation The Participant agrees: (a) to hold Confidential Information in strict confidence; (b) to exercise at least the same care in protecting Confidential Information from disclosure as the party uses with regard to its own confidential information; (c) not use any Confidential Information except for as it concerns the Purpose elaborated upon above; (d) not disclose such Confidential Information to third parties; (e) to inform Bitgrit if it becomes aware of an unauthorized disclosure of Confidential Information. 3. No Warranty All Confidential Information is provided “as is.” None of the Confidential Information shall contain any representation, warranty, assurance, or integrity by Bitgrit to the Participant of any kind. 4. No Assignment of Rights The Participant agrees that nothing contained in this Agreement shall be construed as conferring, transferring or granting any rights to the Participant, by license or otherwise, to use any of the Confidential Information. 5. Return/Destruction of Confidential Information (1) On the request of Bitgrit, the Participant shall promptly, in a manner specified by Bitgrit, return or destroy the Confidential Information along with any copies of said information. (2) Bitgrit may request the Participant to submit documentation to confirm the destruction of said Confidential Information to Bitgrit in the event that Bitgrit requests the Participant to destroy this Confidential Information, pursuant to the provision of the preceding paragraph. II Rights to Deliverables 1. Retainment of Rights Copyrights (including rights stipulated in Clause 27 and Clause 28 of the Copyright Act), patents, rights to patent, rights to design, utility model rights, and other intellectual property rights (herein referred to collectively as “Intellectual Property Rights”) in relation to deliverables prepared by the Participant accompanying the Participant’s entry and participation in the Competition, including algorithms, programs, source codes, and other items (collectively, “Submitted Algorithms”) shall belong to the participant. 2. Restrictions on Use The Participant hereby agrees to not utilize Submitted Algorithms to or for businesses, business endeavors, products, or services in competition with Bitgrit or with the Competition co-host. 3. Authorization of Non-compensatory Use The Participant hereby authorizes and consents to Bitgrit and/or relevant third parties utilizing, analyzing, altering, or further reauthorizing the use of the Submitted Algorithm(s) to other third parties and will not make claims or demands for monetary compensation in regard to the above purposes. 4. Representations and Warranties The Participant hereby declares and warrants that the Participant’s, Bitgrit’s, and the related third party’s use of the Submitted Algorithms does not violate or infringe upon the intellectual property rights, business secrets, or other rights of any other third party. 5. Warranty Against Exercising of Moral Rights The Participant agrees to not exercise moral rights to Bitgrit or to related third parties in regard to the Submitted Algorithms. 6. Rights Regarding Modified and Derivative Works The Participant hereby agrees that Intellectual Property Rights and other rights regarding any modified or derivative works created from the Submitted Algorithms shall belong to the creator of that modified or derivative work. III General Clauses 1. No Assignment The Participant shall not assign, transfer or otherwise dispose of this Agreement or any of its rights, interest or obligations hereunder without the prior written consent of Bitgrit. 2. Injunctive Relief In the event of a breach or the possibility of breach of this Agreement by the Participant, in addition to any remedies otherwise available, Bitgrit shall be entitled to seek injunctive relief or equitable relief, as well as monetary damages. 3. Governing Law This Agreement shall be governed by and construed and interpreted under the laws of Japan without reference to its principles governing conflicts of laws. 4. Jurisdiction The parties hereto submit to the exclusive jurisdiction of the courts of Japan, where the head office of Bitgrit, is located, in respect to all conflicts or controversies arising from or in relation to this competition.