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Exclusive Agency Agreement

                         

This  Agreement is made and entered into as of the 15th of April, 2026 (hereinafter called
“Effective Date”), by and between USA Inc., a corporation duly organized and existing
under the laws of State of California and having its principal office at SF 5th Floor
Perplexity AI, 111 Market St. San Francisco, California 94105 U.S.A. (hereinafter called
“Company”) and Japan Co., Ltd., a corporation duly organized and existing under the laws
of Japan and having its principal office at 1-2-3, Kamishinden, Toyonaka Shi, Osaka Fu
560-0085, Japan　(hereinafter called  “Agent”).   

 

WITNESSETH:

 

WHEREAS, Company is a service provider of AI tool called “Perplexity AI” (hereinafter called “Product”) in United States of America;

 

WHEREAS, Company desires to sell Product to the customers in Japan (hereinafter called “Customers”); and

 

WHEREAS, Agent desires to render Company services in Japan as an agent for the sales of Product under the terms and conditions hereinafter provided.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings contained herein, the parties hereto have agreed and do hereby agree as follows:

 

Article 1. Definitions

 

1.     The term “Product” used herein means AI tool called “Perplexity AI”, which is
      provided by Company through internet.

2.     The term “Customers” used herein means corporate customers in Territory.

3.     The term “Net Sales Price” shall mean the invoiced sales price of Product on
      all orders obtained by Agent and accepted by Company, less consumption tax.

4.    The term “Commission” used herein means the consideration to be borne by
     Company for the sales of Product by Agent and to be deducted by Agent in
     accordance with the provision of Article 7.

5.      The term “Territory” used herein means Japan where Agent may sell Product
      under the terms and conditions herein.      

 

 

Article 2.  Appointment

 

1.      Company hereby appoints Agent during the term of this Agreement as its exclusive
      agent for the sales of Product in Territory and Agent accepts and assumes such
      appointment.

2.      Subject to the mutual consultations and consent in writing between the parties
       hereto, the parties may add other Company’s products as Product herein.

 

 

Article 3.  Privity

 

The relationship between Company and Agent shall be that of a consigner and a consignee.  Agent is an independent contractor and is not the employee or legal representative of Company for any purpose whatsoever.  Agent’s appointment does not grant or transfer any right, title or interest in Product to Agent.

 

 

Article 4.  Compliance of Territory

 

1.      Agent shall conduct sales promotion for Product only in Territory and shall not
      directly or indirectly sell Product to any parties outside Territory.

2.      Agent shall not solicit or accept orders of any Customers who intend to sell
      Product outside Territory.   

 

 

Article 5. Sales Promotion

 

Agent agrees that it will devote its best efforts in promoting the sales of Product in Territory by its website, door step sales, direct males, email newsletters, social network services,
exhibitions and any other sales and marketing channels available at the discretion of Agent.

 

 

Article 6. Order and Delivery of Product

 

1.      Company shall process the order from Customers in respect of Product pursuant
       to the following steps.

 

Step1:Issue of purchase order of Product by Customers for Company

Step2:Issue of sales note by Company for Customers in the case of Company’s
          acceptance of Customers’ purchase order issued in Step 1

Step3:Delivery of Product by Company for Customers at Company’s expense

 

2.      Agent shall conduct the followings between Company and Customers in
      accordance with each Step specified in the foregoing Paragraph.

 

(1)    In Step 1 above, receipt of Customers’ purchase order form and delivery
       thereof to Company for its acceptance or rejection

(2)    In Step 2 above, receipt of Company’s sales note form and delivery thereof to
       Customers

(3)    In Step 3 above, receipt of Product provided by Company and delivery thereof
       to Customers 

(4)    Checking the progress in all Steps in the foregoing Paragraph and taking
       necessary steps, if needed

(5)    Making a supporting coordination and adjustment for Company and
       Customers, as may be necessary

(6)    Making prior clarifications and directions for Customers in respect of all
       Steps in the foregoing Paragraph

 

3.      Agent shall adequately advise Customers, in soliciting orders, of the general terms
      and conditions of Company’s sales note or agreement form confirmed and
      approved by Company.  

4.      For the avoidance of doubt, each party acknowledges and confirms that the actual
      contracting parties in connection with the above-mentioned Product are Company
      and Customers, and that Agent merely facilitates, for administrative convenience,
      the delivery of Customers’ purchase orders, Company’s sales notes and Product
      between Company and Customers.

 

 

Article 7. Commission

 

1.      Company shall pay to Agent Commission to be calculated pursuant to the following
       formula (hereinafter called “Calculation Formula”).

 

            Sales Price X Twenty Percent (20%)= Commission

 

2.      For the purpose of calculation of Commission, Sales Price to be used in
      Calculation  Formula shall be deemed to have accrued at the time when the price
      of Products is invoiced to Customers /received by Company from Customers on
      orders which are obtained by Agent and accepted by Company.

3.      Company shall calculate the total amount of Sales Price and Commission which
      accrued during one (1) month period from the first to the last day of each
      calendar month (hereinafter called “Computation Period”) and send a report
      thereof (hereinafter called “Commission Report”) to Agent with documentary
      evidence within five (5) working days from the day following the last day of each
      Computation Period.

4.      Commission Report shall indicate, in Japanese YEN, the total amount of Sales
       Price invoiced to Customers /received by Company from Customers and the
       amount of Commission during Computation Period and other necessary
       information, if any.

5.      If Agent has a question about or does not accept Commission Report, Agent shall
      send a written notice of inquiry or non-acceptance accompanied by its reason in
      writing to Company within five (5) days from the date of Commission Report. 
​　  Unless the foregoing notice is provided in the aforesaid manner, Agent shall be
     deemed to have agreed to and accepted Commission Report and issue the invoice
     in accordance therewith. 

6.      Company shall remit Commission specified in Commission Report in Japanese Yen
       by telegraphic transfer to the designated bank account of Agent on or before the
       last day of the following month of each Computation Period.

7.      If Company refunds the price of Product to Customers, Agent shall refund
      Commission which has been paid for the said price refunded to Customers or
      deduct the same from Commission to accrue for the next Computation Period
      unless the aforesaid refund is caused by an intentional or gross negligent act of
      Company.

8.      Remittance cost for Commission shall be borne by Company.

 

 

Article 8.  Audit

 

1.      Agent shall keep at its usual place of business true and particular accounts and
      records of the amount of Net Sales Price and Commission.

2.      Company or any agent designated by Company shall have the right, at any
      reasonable time during business hours of Agent, to audit the accounts and
      records of Agent relating to Net Sales Price, Commission and all other matters
      subject to prior notice and consent by Agent.  Company shall be entitled to take
      copies of or extracts from any such record. For the purpose of such audit, Agent is
      obliged to grant Company to inspect its books and records and access to its office
      and provide Company with necessary information and cooperation. If the aforesaid
      audit reveals that Agent has unpaid Balance of Net Sales Price due to Company,
      Agent shall be invoiced for such Balance of Net Sales Price  with overdue interest
      specified in the next Article.

 

 

Article 9. Expenses

 

Unless otherwise agreed, Agent shall bear any and all expenses and disbursement such as
communication, traveling, exhibition and other expenses incurred in connection with the
sales of Product.  In addition, Agent shall, at its own cost, maintain office, sales staff and
other necessary facilities for the performance of the obligation of Agent in conformity with all instructions given by Company.

 

 

Article 10. Sales Assistance

 

With reference to Product, Company shall, at no charge, render Agent image data, flyers,
novelties, catalogs, technical documents, manuals, Company’s corporate profile and other
necessary tools and any information, which are required for the sales promotion of Product in Territory (hereinafter collectively called “Sales Promotion Tools”).

 

 

Article 11. Technical Instruction and Advice by Company

 

Upon the request of Agent, Company shall, at no charge, provide Agent with technical
instruction and advice by using email or other suitable systems in respect of technical
matters of Product.

 

 

Article 12. After Sales Service

 

1.      Agent shall, at the expense of Agent, perform (a) management of inquiry and claim
      from Customers in respect of Product sold in Territory and (b) tutorials on how to
      use Product for Customers.  Agent shall maintain adequate tools, facilities,
      manpower and service organization for such after sales services.

2.      Agent may inquire Company about Product if it is difficult for Agent to handle
       the particular inquiry or claim in respect of Product from Customers.

 

 

 

Article 13. Use of Trademark, Trade Name and Logo Mark

 

Agent may use trademarks, trade names and logo marks of Company free of charge only on Agent’s websites, social networking services, catalogs, flyers, banners, novelties, business
cards and other sales promotional materials, and only in connection with the sales of
Product in Territory.

 

 

Article 14. Restraint of Competition

 

Agent shall not, by itself or with any other third parties,  promote the sales of any
competitive or similar products to Product in Territory during the term of this Agreement
or any extension thereof and for a period of two (2) years after the termination,
cancellation or expiration of this Agreement.　

 

 

Article 15. Intellectual Property Right

 

1.      Agent acknowledges that all trade names, trademarks, logo marks, patents,
      designs, copyrights, know how and other intellectual property rights used or
      embodied in connection with Product (hereinafter collectively called “Company’s
      Intellectual Property Rights”) are the exclusive properties of Company, and shall
      not dispute them for any reason whatsoever.  Agent shall not apply for or register
      any intellectual property rights in connection with Product.

2.      Agent hereby agrees to advise Company immediately after Agent becomes aware
      that Company’s Intellectual Property Rights are attacked or infringed upon by any
      third parties. In the case of aforesaid attack or infringement, Agent shall cooperate
      with and aid Company for the defense proceedings at Company’s cost, and
      Company shall retain all rights to control the direction of any action thereof.

3.      To the best of Company’s knowledge, Company’s Intellectual Property Rights
      do not infringe upon any intellectual property rights of any third parties in Territory.
      In case of any claim of infringement or alleged infringement of intellectual property
      rights or any dispute thereof brought by third parties in relation to Company’s
      Intellectual Property Rights, Agent shall advise Company immediately and  provide
      Company with necessary information and assistance required for Company’s
      defense proceedings.

 

 

Article 16. Confidential Information

 

1.      For the purpose of this Article, the party disclosing any information under this
      Agreement shall be called “Disclosing Party” and the party receiving any information
      hereunder shall be called “Receiving Party”.

2.     Receiving Party shall not disclose to third parties any information, which is
     confidential and proprietary in nature of Disclosing Party, acquired through this
     Agreement (hereinafter called “Confidential Information”). Confidential Information
     includes, but not limited to, trade secrets, know-how, inventions, techniques,
     processes, programs, schematics, data, customer lists, financial information, and
     sales and marketing plans.  Receiving Party agrees that Confidential Information
     shall not be disclosed to any other parties and not be used, modified, copied,
     adapted for any purpose whatsoever other than the purposes specified in this
     Agreement without the written consent of Disclosing Party.  Notwithstanding
     the above, Receiving Party shall not have any obligation to keep confidential with
     respect to Confidential Information that:

 

     (1) is rightfully obtained or will be obtained from a third party under no obligation
           of confidentiality; or

     (2) becomes a public domain through no fault of Receiving Party.

     (3) is already known to or possessed by Receiving Party prior to the disclosure of
          Confidential Information; or

     (4) is already a public domain prior to the disclosure of Confidential Information;
          or

     (5) is independently developed by Receiving Party without Confidential
           Information.

 

3.      Notwithstanding the provisions in this Article, Receiving Party shall not have any
      obligation to keep confidential if (a) Confidential Information is disclosed for the
      purpose of obtaining the professional advice from attorneys, tax accountants,
      certified public accountants, judicial scriveners, administrative scriveners, patent
      attorneys or certified social insurance labor consultants who have an obligation of
      confidentiality by law or non-disclosure agreement or (b) Confidential Information
      is disclosed legally by Receiving Party subject to the demand of government,
      governmental agency, court or law.

4.      If Receiving Party　discloses　Confidential　Information subject to the demand of
      government, governmental agency, court or law, Receiving Party shall use its best
      efforts to notify Disclosing party of such demand or requirement prior to the
      disclosure so that Disclosing party may seek an appropriate protective order or
      take lawful actions to avoid and/or minimize such disclosure.

5.      The provision of Sub-Paragraphs (1) to (4), Paragraph 2 of this Article shall not
      apply to personal information.

6.      Receiving Party shall exercise the sole and proper control and supervision over
      any of its employees and hereby assume full liability and responsibility of all
      obligations in connection with its employees and any activity of such employees
      in connection with the terms in this Article.

7.      Receiving Party shall, at any time upon Disclosing Party’s request or termination
      or expiration of this Agreement, return to Disclosing Party or, subject to the
      instruction of Disclosing Party, dispose of all copies of Confidential Information
      and all other documents and materials incorporating Confidential Information in
      the possession of Receiving Party.

 

　

Article 17. Duration

 

1.      The initial term of this Agreement shall be one (1) year from Effective Date unless
      both parties agree in writing to renew this Agreement at least thirty (30) days prior
      to the expiration of the initial term of this Agreement.  Thereafter, if this Agreement
      is renewed, this Agreement shall be extended for successive periods of one (1) year
      each if the parties have mutual consultations and agree in writing at least thirty (30)
　  days prior to the expiration of any extended term of this Agreement.

2.      In the event of expiration of this Agreement, the parties hereto shall have no claim
      against the other party for the loss of goodwill or future profit.

 

 

Article 18. Termination 

 

Either party may, without prejudice to any other rights or remedies, terminate this
Agreement, in whole or in part, by giving a written notice to the other party with immediate effect, if any of the following events should occur:

 

(1) if the other party breaches or fails to perform any provision of this Agreement
     and such breach or failure continues for more than thirty (30) days after the
     receipt of a written notice specifying the breach or failure;

(2) if any proceeding for provisional disposition, provisional attachment or
      attachment, dishonor of bill, suspension of bank transaction, attachment
      for delinquent tax, execution, insolvency, bankruptcy, civil rehabilitation,
      reorganization, dissolution or liquidation is instituted by or against the other party;

(3) if the other party is merged, consolidated or sells all or substantially all of its
      assets;

(4)  if any substantial change in management or control of the other party is
      implemented;

(5)  if the other party ceases or threatens to cease to carry on business or disposes
     of whole or any substantial part of its undertaking or its assets;

 

 

 

Article 19. Effect of Termination or Expiration

 

        If this Agreement is terminated or expires, the parties hereto shall comply with the
        followings:

 

(1)  Either party shall return any tangible including, but not limited to, Confidential
      Information provided from the other party and shall not make further use of any
      information thereof.

(2)  Agent shall cease the use of Sales Promotion Tools, Company’s Intellectual
      Property Rights and return, dispose of or delete the same pursuant to
      Company’s direction.

 

Article 20. Set-Off

         Company may set off any receivables and payables it has against Agent, whether or
         not arising under this Agreement.

 

 

Article 21. Damages and Injunctive Relief

 

1.  If either party is damaged due to the other party’s breach or default of any provision of
    this Agreement or by the termination specified in Article 18,
   the non-breaching/non-defaulting party may claim the breaching/defaulting party
   damages thereof.

2. The parties hereto acknowledge that either party shall be entitled to injunctive relief
    against the other party, if the other party hereto breaches any of its obligations under
    this Agreement.

 

 Article 22. Survival
 

This Article, the terms defined in this Agreement and the following Articles shall survive
the termination or expiration hereof.

 

(1)  Article 7 (Commission) Provided, however, that Article 7 shall become invalid
      immediately after Agent completes the payment of all outstanding Net Sales
      Price of Product after deduction of Commission.

(2)  Article 8.  Audit

(3)  Article 15 (Intellectual Property Right)

(4)  Article 16 (Confidential Information)

(5)  Article 19 (Effect of Termination or Expiration)

(6)  Article 20 (Set-Off)

(7)  Article 21 (Damages and Injunctive Relief)

(8)  Article 27 (Arbitration)

(9)  Article 28 (Governing Law)

 

 

Article 23. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal
or invalid, the remaining provisions hereof shall remain effect.

 

 

Article 24. Assignment or Subcontract

 

Neither whole of this Agreement nor any part hereof shall be assignable or subcontractable by either party hereto without other party’s prior written consent, which shall not be
unreasonably withheld. In the event of such assignment or subcontract, the assigning or
subcontracting party shall remain liable to the other party and shall not be relieved of any
obligation under this Agreement.

 

 

Article 25. Waiver

 

Failure by either party to require performance by the other party or to claim a breach of any provision of this Agreement shall in no manner be deemed to be a waiver of such provision or right on any other occasion.

 

 

Article 26.  Force Majeure

 

Neither party hereto shall be liable for any delay or failure to perform any of its obligations
under this Agreement, other than the obligation to make any payment which is due, 
if such delay or failure is due to fire, flood, earthquake, epidemic, pandemic, unusually
severe weather, strike, act of God or public enemy, public disorder, economic sanction,
restriction by civil or military authority in their sovereign or contractual capacities,
transportation failure, economic sanction or any other cause beyond the reasonable
control of the parties.

 

 

Article 27.  Arbitration　

 

All disputes controversies or differences that may arise between the parties hereto, out of
or in relation to or in connection with this Agreement or the breach hereof which have not
been settled by mutual consultation, shall be finally settled in the United States of
America by the arbitration of a panel of three (3) arbitrators.  Each party shall appoint
one (1) arbitrator respectively and then the two (2) arbitrators appointed shall appoint
the third arbitrator. The award to be rendered shall be final and binding upon the parties
hereto. Judgment upon such award may be entered in any court having jurisdiction thereof.

 

 

Article 28. Governing Law

 

This Agreement shall be governed and construed in accordance with the laws of State of
California.

 

 

Article 28. Entire Agreement

 

This Agreement constitutes the entire and only agreement between the parties hereto
and supersedes all previous negotiations, agreements and communications with respect
hereto, and shall not be released, discharged, changed or modified in any manner, except
by instruments signed by duly authorized officers or representatives of each of the parties
hereto.

 

IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as of Effective Date.

 

USA Inc.

 

 

By:                                         

Name:  Aravind Srinivas                          

Title:     Co-Founder & Chief Executive Officer

 

 

 

Japan Co., Ltd.

 

 

By:                                        

Name :   Kohei Noma

 

Title:       Chief Executive Officer