Agreement

General Terms & Conditions for MagaGYM members

Article 1 【Terms and Conditions】

This Agreement sets forth the terms and conditions applicable to the agreement to be concluded between Hammerfist Inc. (hereinafter referred to as "Company") and a member (hereinafter referred to as "Member") of the self-defense gym " MagaGYM " (hereinafter referred to as " MagaGYM ") operated by the company.

Article 2 【Purpose】

The Company provides MagaGYM classes with the aim of members' acquiring of self-defense techniques, promoting physical and mental health of members, promoting mutual friendship among members, and contributing to creating a safe and bright society.

Article 3 【Qualifications】

The member must satisfy each of the following terms.

(1) Residents in Japan who are 14 years of age or older (unless the Company specifically approves)
(2) Persons who are physically and mentally healthy and do not suffer from infectious diseases
(3) Persons who have not been stopped intense exercise by the doctor
(4) Any person who are not related to any of the following antisocial forces (hereinafter referred to as "antisocial forces.")
- - Organized group of gangsters
- - Crime group members (including those who have not passed five years from the day they are no longer a member)
- - Gangsters including semi-regulars who aren’t formal gang members
- - Officers, employees or officials of companies involved in organized crime groups, stakeholders such as shareholders or substantial rulers.
- - Others who follows the Matters listed in the items of the preceding Article
(5) Those who are not using drugs and stimulants
(6) Persons who have never been expelled from sports clubs managed by third parties or Company in the past

Article 4 【Exclusion of antisocial groups or activities 】

1. The member represents and warrants to the Company that he/she does not and will not have any relationship with antisocial groups nor activities.
2. If a member breaches the above representation or warranty, the Company can dismiss from membership without requiring any notification.

Article 5 【Observance of the Terms and Conditions】

Members shall comply with all matters stated in this Agreement

Article 6 【Roles of the Company】

The Company will provide MagaGYM's classes and related services to the members. In addition, the Company will carry out various administrative management tasks necessary for service provision.

Article 7 【Admission Procedure】

1. A person who wishes to attend a MagaGYM class provided by the Company will submit application form for registration as determined by the Company. Such application will be reviewed by the Company and if accepted by the Company, the contract between the applicant and Company is established, and the applicant shall pay the admission fee.
2. Even if an applicant submits application form as stipulated in the preceding paragraph, as a result of review conducted by the Company, the applicant may not be accepted. The review method, the review process, and the content of the review will not be disclosed.
3. When a minor wish to join, he / she shall submit a consent form for parental authority. In this case, regardless of whether or not a member, his/her parental authority will jointly and severally bear the responsibility as a member under this Agreement with the minor.

Article 8 【Protection of personal information】

The Company manages the personal information of the members possessed by the Company in accordance with the "personal information protection policy" defined by the Company.

Article 9 【Admission fee】

The admission fee shall be the amount separately determined by the Company

Article 10 【Monthly dues】

Members shall pay the monthly fee for the amount separately determined by the Company

Article 11 【Changes in membership fee / monthly membership fee】

The Company can change the admission fee and the monthly membership fee according to various circumstances.

Article 12 【Return of monthly fee】

The fees once paid by members are not refunded in any case.

Article 13 【Sports Safety Insurance Cost】

The member shall bear the premium of the sports safety insurance and shall pay to the Company.

Article 14 【Assignment ・ Inheritance】

Member qualifications cannot be transferred to others and neither be inherited by others.

Article 15 【Recess of the Membership】

If the member cannot continue taking classes due to unavoidable reasons and obtain approval of the Company, the membership can be recess (hereinafter referred to as "recess")

Article 16 【Leave】

If the member wishes to terminate the agreement specified in this contract (hereinafter referred to as "leave"), it shall undergo the procedures specified by the Company.

Article 17 【Pausing / Expulsion of membership】

If the member falls under any one of the following cases, the Company may suspend or expel the membership of such member.

(1) Hurt the Company's honor and disturbing order
(2) Making a false declaration upon application
(3) Breaching these terms and other matters determined by the Company
(4) Not following the Article 25 or Article 28
(5) Damaging the facility, equipment or any property of the Company
(6) Not paying monthly membership fee at least once, nor not pay the same despite to the notice given with the deadline of the payment.
(7) Other acts that the Company judges they are not appropriate for the operation of classes.

Article 18 【Loss of membership】

1. In the following cases, the member shall lose membership.
- (1) Death
- (2) Leave
- (3) Expulsion
2. Members who have lost their membership pursuant to the preceding paragraph shall pay full payment without delay if there is any unpaid monthly membership fee to the Company.

Article 19 【Membership Card】

1. The Company lends a membership card to members.
2. When attending a class, a member must carry and present a membership card without fail, and if the member cannot present it when requested from the Company, the Company may refuse to provide the service.
3. When a member loses a membership card, he / she shall immediately perform a prescribed procedure and apply for reissue to the Company.
4. Membership cards can only be used by the registered members and shall not be loaned to any third party.
5. The member shall immediately return the membership card to the Company if he / she loses his / her membership under Article 18, paragraph 1.

Article 20 【Notification of change items】

The member shall promptly notify the Company if there is a change in the address, the contact address (including e-mail address), and other matters stated in the documents submitted at the time of application. The Company will send any notices to the latest address and/or contact address to which the notification was made, and the Company shall not bear any responsibility even if such notice does not reach the member.

Article 21 【Regular holiday】

On 25th of every month (if 25th is Saturday or Sunday, transfer to weekday, except August and December), Obon holidays (August 12 to 18), New Year holidays (December 29 to January 4), the Company will close as Regular holidays. However, the Company may change the regular holiday or establish a new one separately as necessary.

Article 22 【Changes in facilities】

1. The Company shall be able to change the location and facilities of the gym without prior notice as necessary.
2. The Company shall be able to change the schedule of the classes without notice if there is reasonable reasons

Article 23 【Closure of Course】

1. The Company shall be able to cancel any class in the following cases:
- (1) When the gym cannot be opened due to reasonable reasons
- (2) When other unavoidable grounds occur
2. Even if classes are canceled due to the grounds of each item of the preceding paragraph, members' monthly fee payment obligation will not be reduced or exempted.

Article 24 【Filming and use rights of photographs】

1. The Company or the person is approved by the Company (including mass media such as newspaper, magazine, television etc.) can photograph or film the scenery of class as necessary.
2. Photographs and videos taken or sounds recorded in accordance with the preceding paragraph, and the right to use them, belong exclusively to the Company or those approved by the Company and the members agree and authorize the use of such photograph, videos and sounds for the purpose of external PR use. However, if the Company is asked to stop using photographs or images from the member, the Company will stop using it promptly.

Article 25 【Hygiene Management】

When a member participates in the class, he/she shall always wear clothes and equipment that are well cleaned, as well as paying close attention to body odor (including those due to perspiration, perfumes, etc.). Members shall strive to maintain cleanliness. The Company shall be able to make recommendation for correcting sanitation management tor members when there is a claim/request from the instructor or another member concerning the sanitation management of the member.

Article 26 【Health care】

Members shall manage their health at their own responsibility.

Article 27 【Compliance with instructor's instructions】

Members shall follow instructions and guidance of the instructor.

Article 28 【Prohibition of entry and leave】

If a member is under one of the following condition, the member may be prohibited from participating in the class, entering into the facility of MagaGYM, and may be asked to leave from the facility.

(1) Suffering from infectious diseases. (including flu)
(2) When it is judged that the health condition of the member is not preferable to exercise
(3) During pregnancy
(4) When the member is drunk
(5) When violating the provisions of the preceding articles, fail to comply with the instructor's instructions, guidance
(6) When the Company judges that the member should not participate in the class or enter to the facility of MagaGYM for the purpose of appropriate operation of the services.

Article 29 【Prohibited acts】

1. Members shall not perform any of the following acts within the facility of MagaGYM
- (1) Shooting in the MagaGYM's facility without permission
- (2) Sales and purchase of goods etc. without authorization, sales acts and solicitation
- (3) Violent acts and threatening acts
- (4) Acts contrary to public order and morals such as molest, sexual harassment, peeping, voyeurism, exposure and theft
- (5) Graffiti in the MagaGYM's facility, installation of features
- (6) bringing in animals
- (7) bringing in dangerous goods
- (8) Drinking・Smoking
- (9) Any other troublesome act
- (10) Others Acts similar to the preceding items
2. Members shall not perform any acts described in the following items by themselves or by third parties, both inside and outside the facility of MagaGYM.
- (1) Acts using fraudulent , violent acts or threatening language
- (2) Illegal acts or acts of unjust enforcement
- (3) Acts that interfere with the business of the Company
- (4) Acts of damaging the Company's honor and credibility
- (5) Acts of ambushing other members and MagaGYM staffs, turning behind
- (6) Other acts similar to the preceding items

Article 30 【Prohibition of guidance】

As long as members do not acquire the qualifications as the instructors accredited by the Company, they cannot provide know-how on self-defense technique and others gained through the classes provided by the Company to third parties for guidance, neither for profit or non-profit purpose. In case of violation of this, members shall indemnify the Company for damage.

Article 31 【prohibition of cooperation with competing organizations or similar organizations】

Members are prohibited to cooperate with organizations that provide self-defense lessons/school, by using the name of MagaGYM or a similar name,　without obtaining consent from the Company, regardless of the reason.

Article 32 【Compensation for damages】

1. the Company, any representative of the Company, instructor, and staff shall not be liable for damage, theft, loss, sickness and injury or any accident occurred during or in connection with the class, except for the accident occurred by intentional acts by the instructor or staff.
2. Member shall be liable for and immediately indemnify any damage to the Company or any third party, when such damage occurs during the member’s participation to the class and is attributable to the member.
3. It is essential for members to understand that the self-defense technique that the Company provides through classes can injure the body of themselves or the body of third party when it is used, and that the Company instructs the members to use such technique under legally justifiable situation only. Members shall promise that they never use it with inappropriate way, and if they injure the body of third party when they use it, they shall solve the problem by their own expense and responsibility and shall make a definite promise of not giving any expense burdens and nuisance to the Company, the representative, an officer, an employee, other staff of the Company.

Article 33 【Article 34 【Bylaws】】

1. The Company does not accept items that the member brought to the facility of MagaGYM. Members shall manage their own carry-on with their own responsibility.
2. The Company shall not be held responsible for compensating for loss or damage of things the member brought to the facility of MagaGYM.
3. The Company considers that all members have relinquished all rights relating to things left in facilities of MagaGYM.

Article 34 【Bylaws】

Matters not stipulated in this Agreement and matters necessary for business shall be determined by the Company in addition to the bylaws and the like as necessary.

Article 35 【Issuance and revision】

This Agreement will be issued and enforced on October 1, 2017. The Company may implement any amendments to this Agreement as required and the effect of such amendments shall extend to all members.