Terms and Conditions

• Definitions. The "Materials" herein refers to the Toshiba Corporation's consolidated financial statements and any other financial information and related materials provided by Toshiba Electronics Asia Pte. Ltd. (the "Company") to you (the "Requester") pursuant to the Requester's request, including any copies, extracts and summaries thereof.
• Non-disclosure. The Requester shall not, without the Company's prior consent in writing, disclose the Materials to any third party or publish or otherwise make the Materials available to the public.
• Prohibition on Use of Generative AI. The Requester agrees not to input, upload, or cause the Materials to be used for training or otherwise learned by, any generative AI service or other information processing service provided by any third party.
• Permitted Disclosure. Notwithstanding the foregoing, the Requester may disclose the Materials to the Requester's officers and employees who have a reasonable necessity to know the Materials for the above purpose, and to the Requester's lawyers, certified public accountants and other professional advisers, provided that the Requester imposes on such persons confidentiality obligations no less stringent than those set out herein.
• Disclosure Required by Law. Notwithstanding the foregoing, the Requester may disclose the Materials to the extent required by law; provided, however, that Requester (i) makes reasonable efforts to give the Company written notice of such requirement without delay to the extent permitted by applicable law, (ii) discloses the Materials only to the extent legally requested and (iii) takes reasonable steps to obtain protective treatment of the Materials.
• Use for the Intended Purpose. The Requester agrees to use the Materials solely for the purpose for which the Requester requested the disclosure, and not to use the Materials for any other purpose.
• Protection of the Materials. The Requester shall keep the Materials confidential by using at least the same degree of care as he/she uses to protect his/her own confidential information of like importance, but no less than reasonable care.
• No Warranty. The Company does not make any representation or warranty regarding the Materials, including without limitation, as to accuracy, completeness, fitness for a particular purpose, or non-infringement of any intellectual property rights or any other rights of third persons. All Materials are provided "AS IS." Toshiba Corporation and/or its subsidiaries and affiliates (including the Company, collectively, the "Toshiba Group") shall not be responsible for any kind of damage and/or loss resulting from the use and/or application of the Materials by the Requester.
• Right to Refuse Disclosure. The Company may request additional information or documents to verify the Requester's information such as identity, address, contact details, affiliation, authority, and purpose of use. The Company may refuse to disclose the Materials, without liability and without disclosing the reason for such refusal, if the Requester fails to provide such information or documents, if the Company is unable to verify such information to its satisfaction, or if the Company reasonably determines that disclosure may be detrimental to the legitimate interests of the Company or the Toshiba Group.
• Requester Information. The Requester represents and warrants that all information provided by the Requester in connection with the request for disclosure of the Materials is true, accurate, complete and not misleading. The Requester shall promptly notify the Company in writing of any change to such information.
• Compliance; Damages. If the Requester makes a request for or on behalf of any corporation, partnership, organization or other entity, the Requester represents and warrants that the Requester has full authority to make such request and to agree to these Terms and Conditions on behalf of such entity, and that such entity shall be bound by these Terms and Conditions.
• Return or Destruction. Upon the Company's request, the Requester shall promptly cease using the Materials and return to the Company or securely destroy all Materials, including any copies, extracts and summaries thereof, and certify in writing that it has done so, except to the extent retention is required by applicable law.
• Intellectual Property Right. Nothing in these Terms and Conditions shall be construed as granting or assigning to the Requester any intellectual property rights or any other proprietary rights with respect to the Materials. The Requester shall not file any applications for a patent, a utility model, a design patent, copyright or any other intellectual property right on the basis of, or using the Materials without the prior written consent of the Company.
• Damages. The Requester shall comply with all applicable laws and regulations in the acquisition, use, storage, handling (including disposal) of the Materials, and shall not infringe any properties, benefits or rights of third parties. If the Toshiba Group incurs any costs, expenses, losses or damages as a result of any breach of these Terms and Conditions, the Requester shall be liable to compensate for such costs, expenses, losses or damages.
• Injunctive Relief. In case where the Requester breaches, or is threatened to breach, any term of these Terms and Conditions, the Company shall be entitled to request that Requester stop such breach or take any countermeasure to prevent such breach. The Requester, if so requested by the Company, shall provide the Company with a written notice evidencing that the Requester stopped such breach or took such countermeasures to prevent the breach. In addition, the Requester acknowledges that the unauthorized use or disclosure of the Materials could cause irreparable harm or damage for which monetary damages may not be a sufficient or adequate remedy. Therefore, the Requester agrees that the Company shall be entitled to enforce any provisions of these Terms and Conditions by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights or remedies which may be available at law or in equity.
• Assignment. The Requester shall not assign, transfer any of its rights or obligations hereunder in whole or in part without the prior written consent of the Company.
• No Waiver. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
• Severability. If any provision of these Terms and Conditions is invalid or unenforceable for any reason, the remaining provisions of these Terms and Conditions will not become invalid or unenforceable. If any provisions of these Terms and Conditions are deemed by courts to be invalid or unenforceable, such provisions shall be interpreted in a restrictive manner to the extent necessary to be effective and enforceable.
• Captions; Interpretation. The captions contained in these Terms and Conditions are for convenience only and shall not affect the construction or interpretation of any provisions of these Terms and Conditions. No presumption or burden of proof shall arise favoring or disfavoring a party by virtue of the authorship of any provision of these Terms and Conditions.
• Entire Agreement. These Terms and Conditions constitute the entire agreement between the Requester and the Company as to the subject matter hereof, and no modification, change and amendment of these Terms and Conditions shall be binding upon the parties unless made in writing and duly signed by both parties.
• Notices. All notices or communications from the Company in connection with these Terms and Conditions may be sent by email, postal mail, courier or any other method to the address or contact information provided by the Requester at the time of the request or thereafter notified to the Company. Such notices or communications shall be deemed to have been received by the Requester when sent by email, or, in the case of postal mail or courier, when delivered or when delivery is attempted. The Requester shall bear all risks arising from any false, inaccurate, incomplete or outdated information provided by the Requester.
• Governing Law. The validity, performance and construction of these Terms and Conditions shall be governed by the laws of Japan without reference to rules or principles of the conflict of laws.
• Dispute Resolution. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute arising out of or in connection with these Terms and Conditions, including any question regarding their existence, validity or termination. Notwithstanding the foregoing, the Company may seek injunctive, provisional or other equitable relief in any court of competent jurisdiction.