FROGMILK TERMS OF USE

Effective Date: [12/01/2023]

Company: Frogmilk LLC (USA) / Frogmilk Gōdō Kaisha (Japan)

Website: https://frogmilk.jp

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1. Scope and Application

1.These Terms of Use (“Terms”) govern all users (“User” or “You”) who access or register with Frogmilk’s websites, digital platforms, or production services (“Service”).

2.By registering with or using any Frogmilk service, You agree to be bound by these Terms.

3.Frogmilk reserves the right to amend, modify, or update these Terms at any time without prior notice. Updated Terms will be posted on the official website. Continued use of the Service after such updates constitutes acceptance of the revised Terms.

4.The Privacy and Data Protection Policy forms an integral part of these Terms. By using the Service, You are deemed to have agreed to that policy as well.

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2. User Registration

1.Registration must be completed personally by the individual intending to use the Service.

2.Only individuals aged eighteen (18) years or older may register.

3.Frogmilk may decline or cancel any registration at its sole discretion, including but not limited to the following cases:

• The applicant has previously been suspended or removed.

• The registration duplicates another record.

• The applicant has violated these Terms or other related agreements in the past.

• The applicant has submitted false, incomplete, or misleading information.

• Frogmilk determines, for any reasonable cause, that registration would be inappropriate.

4. Frogmilk is under no obligation to disclose reasons for rejection or cancellation.

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3. Changes to Registration Information

1.Users must promptly update any changes to their registered information by the method prescribed by Frogmilk.

2.Frogmilk shall not be liable for losses, delays, or damages resulting from inaccurate or outdated information.

3.The User bears full responsibility for any damage caused to Frogmilk or third parties due to failure to report changes.

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4. Crew and Vendor Agreement

All registered crew, vendors, or collaborators (“Registrant”) must adhere to the following provisions:

1.Registration does not guarantee employment, assignment, or project placement.

2.Registrants must maintain strict confidentiality of all information, materials, and communications obtained through any Frogmilk project.

3.No data, footage, documents, or proprietary information acquired during a project may be copied, shared, or distributed without written consent from Frogmilk.

4.All materials and data related to commissioned projects remain the exclusive property of Frogmilk unless otherwise agreed in writing.

5.Direct dealings with Frogmilk’s clients, crew, or partners obtained through a Frogmilk project are prohibited without prior written authorization.

6.Registrants must not engage in conduct or communications that could damage Frogmilk’s reputation, credibility, or business interests.

7.Use of Frogmilk’s name, logo, or branding for personal promotion, advertising, or social media without prior written permission is strictly prohibited.

8.All intellectual property created as part of any Frogmilk-commissioned work shall belong exclusively to Frogmilk unless otherwise stated in writing.

9.These obligations survive termination of registration or collaboration.

10.Any violation that causes harm to Frogmilk shall make the Registrant liable for full damages, including consequential and reputational loss.

11.Payment rates, project fees, or related terms are confidential and may not be disclosed to any third party.

12.Registrants must respond promptly to all communications, including availability confirmations.

13.Project-related expenses (such as travel or material costs) are reimbursable only with prior written approval and valid receipts.

14.Registrants are personally responsible for their own conduct, safety, and legal compliance throughout the engagement.

15.Registrants must comply with all applicable Japanese and international laws and refrain from any act contrary to public order or morality.

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5. Intellectual Property

All content appearing on Frogmilk’s platforms, including but not limited to text, graphics, layout, and data, is owned or properly licensed by Frogmilk. Unauthorized reproduction, modification, or distribution is strictly prohibited.

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6. Disclaimer and Limitation of Liability

1.All services are provided on an “as is” basis. Frogmilk makes no warranties of any kind regarding accuracy, completeness, or suitability.

2.Frogmilk shall not be liable for any damages arising from communication failures, natural disasters, technical interruptions, or other force majeure events.

3.Users agree to indemnify and hold harmless Frogmilk, its employees, and affiliates from any claims or damages resulting from the User’s breach or negligence.

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7. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of Japan.

Any dispute arising out of or relating to these Terms shall fall under the exclusive jurisdiction of the Tokyo District Court.

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8. Contact Information

Frogmilk LLC (USA) / Frogmilk Gōdō Kaisha (Japan)

Nikkennerima Bld. 2F, 1-20-8 Nerima, Nerima-ku, Tokyo 176-0001, Japan

Email: info@grantawaters.jp

Website: https://frogmilk.jp

“See you on set.” – Grant Waters

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FROGMILK POLICIES

(Annex to the Terms of Use — Binding for All Crew, Vendors, and Clients)

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1. Terms of Use Compliance Policy

All crew, vendors, and collaborators must agree to the Terms of Use before any engagement. Registration through Frogmilk’s official form constitutes legal acceptance.

2. Project Pre-Approval Policy

Each project requires a pre-approval sheet completed by the crew and approved by Frogmilk prior to work. Vendors are exempt from this requirement.

3. Anti-Harassment and Zero-Tolerance Policy

Any form of harassment, discrimination, or inappropriate conduct results in immediate termination and permanent disqualification from future work. This policy applies both during working hours and off-hours throughout the project’s duration.

4. Non-Disclosure Agreement (NDA) Policy

All collaborators must sign and adhere to Frogmilk’s NDA. Breach of the NDA may result in immediate termination and legal action for damages.

5. Professional Conduct Policy

All collaborators must maintain professionalism at all times. Any act or statement that harms Frogmilk’s reputation, clients, or partners may result in termination and liability for losses.

6. Safety and Responsibility Policy

All crew members are responsible for their own safety and compliance with laws. Frogmilk bears no liability for accidents or injuries resulting from personal negligence or unlawful conduct.

7. Resource Access Policy

Frogmilk provides project tools and communication platforms through its website or official community portal. Freelancers must contact Frogmilk staff directly for assistance.

Freelancers must be legally eligible to work in Japan and must provide valid identification and tax information securely at project commencement. Failure to provide this information may delay or void payment.

8. Management Access Policy

Management staff who have executed a special management NDA may access project files and financial documents only within the scope of their assigned responsibilities.

9. Pricing and Contract Policy

All prices and rates confirmed by Frogmilk are binding once communicated. Additional fees require written pre-approval.

Freelancers may submit their own employment contracts no later than five (5) days before the project start date.

Clients are responsible for payment of the ten percent (10%) Japanese Consumption Tax (VAT) on all services.

Payments delayed beyond seven (7) days of the due date will incur a thirty percent (30%) monthly compounding late fee.

10. Insurance and Fee Policy

Frogmilk arranges third-party production insurance. The insurance fee, capped at two thousand yen (¥2,000) per person, applies to both the client and the freelancer. This fee is charged automatically and remains applicable regardless of whether acknowledgment forms are signed.

11. Transportation Reimbursement Policy

Frogmilk reimburses public train or bus travel up to eighty (80) kilometers from the production site, provided physical receipts are submitted.

Toll road, private car, or rideshare expenses are not reimbursed unless pre-approved in writing. Claims must be filed within seven (7) days of project wrap.

12. Vendor Policy

Vendors providing services to Frogmilk must submit their own terms and policies before engagement. Frogmilk will honor those terms if submitted in advance.

If no vendor policy is provided, Frogmilk’s internal policies apply by default. Vendors may request direct client payment if confirmed at least five (5) days before project start.

13. Freelancer Cancellation Policy

If Frogmilk cancels a scheduled workday with less than twenty-four (24) hours’ notice, the freelancer is entitled to full payment for that day.

If cancellation occurs more than twenty-four (24) hours in advance, no cancellation fee shall apply.

14. International Dispute Costs Policy

If Frogmilk is required to pursue legal action in a client’s country to recover payment, the client shall reimburse all reasonable costs incurred, including flights, accommodations, legal representation, and administrative expenses.

15. Late Payment Policy

Clients must remit full payment within seven (7) days of the due date. Late payments are subject to a thirty percent (30%) compounding interest charge per month until full settlement.

16. Pre-Production Fee Policy (Clients)

All projects require a non-refundable pre-production fee of three thousand United States dollars (USD $3,000), unless otherwise agreed in writing prior to signing.

17. Japan Conduct Video Requirement

All clients and project participants traveling to Japan must watch Frogmilk’s official Conduct and Etiquette video before arrival. This requirement is self-certified but mandatory.

18. Visa Policy

Frogmilk offers optional visa assistance through its legal representative at fifty thousand yen (¥50,000) per visa (approximately USD $350).

Clients or crew utilizing this service must provide complete information. Frogmilk assumes no liability for visa issues resulting from incomplete data.

19. Vehicle Booking Policy

Vehicle arrangements within Japan must be confirmed at least one (1) month before project start to secure standard rates.

Bookings made later than one month before the start date are billed at market rates, payable directly by the client.

20. A La Carte Services Policy

After the budget is locked and the shoot has commenced, any additional client requests outside the contract will be treated as a la carte services.

Frogmilk will issue a pre-approval form; the client must sign and return it along with payment or proof of payment before the additional order is processed.

21. Freelancer Payment Policy

Freelancers must submit invoices on the final day of travel or official wrap day.

Frogmilk processes payments by the end of the following month based on the date of receipt.

Invoices must include signed pre-approval forms for any additional services. Missing or incomplete documentation may delay payment.

22. Zero Overtime Policy

Freelancers are contracted for a twelve-hour (12-hour) day inclusive of one (1) hour lunch.

No overtime will be paid unless pre-approved at least five (5) days prior to project start and documented on a signed pre-approval sheet.

If no lunch is provided, the freelancer may claim a two-thousand-yen (¥2,000) compensation, supported by same-day documentation.

If total working time exceeds thirteen (13) hours, freelancers may leave without penalty.

Overtime ends at official on-set wrap, not upon arrival home or at accommodations.

Cab fares for train stoppages are reimbursable only if reported and pre-approved within twenty-four (24) hours.

Clients are charged only when valid pre-approval documentation exists.

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Legal Integration

These Policies form part of the enforceable contractual relationship between Frogmilk, its clients, vendors, and freelancers.

In the event of a conflict, these Policies supersede any verbal assurances or informal communications unless otherwise agreed in a signed written amendment.

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