LIVERUN B2B Terms of Service

Effective Date: 9 September 2026

These B2B Terms of Service (“Terms”) apply to business services provided by LIVERUN Inc. / ライブラン株式会社 (“LIVERUN,” “we,” or “us”) to the business customer purchasing or using the services (“Customer” or “you”). These Terms apply only to business use and do not apply to individual consumer use of the LIVERUN app.

These Terms are a general framework. The scope, fees, schedule and deliverables of any particular engagement are agreed separately for each Customer in the Order Details described in clause 1, and those Order Details control where they differ from these Terms.

By purchasing Services, completing an online checkout, or otherwise agreeing to Order Details, Customer agrees to these Terms.

1. The Agreement

The agreement between LIVERUN and Customer consists of: (a) these Terms; and (b) the specific commercial terms agreed for the Services (“Order Details”).

Order Details may be set out in an online checkout page, purchase confirmation, proposal, invoice, statement of work, or written email correspondence agreed between LIVERUN and Customer. Order Details may include the Services purchased, fees, currency, payment schedule, service period, deliverables, renewal terms, exclusivity, and other special conditions.

Services differ between customers. Nothing on the LIVERUN website, in a proposal, or in any marketing material forms part of the agreement unless it is repeated in the Order Details. If there is a conflict, the Order Details control for that specific purchase.

2. Business Use

Customer represents that it is purchasing the Services for business or professional purposes and that the person agreeing to these Terms has authority to bind Customer.

3. Services and Scheduling

LIVERUN will provide the Services described in the applicable Order Details with commercially reasonable care. Specific schedules, content, campaigns, research questions, LIVE sessions, deliverables, and other operating details may be adjusted by mutual agreement.

Live activity is scheduled in advance and depends on community participation. Either party may propose rescheduling for a reasonable operational reason, and both will cooperate in good faith to find an alternative date. Where Customer cancels or postpones a scheduled activity at short notice, or fails to provide something the activity depends on, LIVERUN will make reasonable efforts to reschedule but is not obliged to add it to the service period.

Customer will provide information, approvals, materials, products, samples, access, and other cooperation reasonably required to perform the Services. Unless otherwise agreed, delays caused by Customer do not extend the agreed service period.

4. Partner Fit

LIVERUN may decline or discontinue a proposed partnership where LIVERUN reasonably determines that the Customer, product, service, claims, campaign, or requested activity:

If LIVERUN declines an online purchase before substantive work begins, amounts paid for that purchase will be refunded. A partnership with LIVERUN does not constitute LIVERUN’s endorsement or certification of Customer or its products.

5. Fees and Payment

Customer will pay the fees specified in the applicable Order Details. Fees may be charged through a third-party payment processor, by bank transfer, or by another payment method specified in the Order Details.

Where recurring billing is specified in the Order Details, Customer authorizes LIVERUN and its payment processor to charge the applicable payment method according to the agreed billing schedule. Customer is responsible for applicable taxes unless the Order Details state otherwise. If payment becomes overdue, LIVERUN may suspend the Services after reasonable notice until payment is received.

6. Term and Renewal

The Services will continue for the period stated in the Order Details.

Where the Order Details provide for recurring or subscription billing — including where the purchase is completed through an online checkout presented as a recurring subscription — the Services renew automatically for successive periods of the same length at the then-current fee, until either party gives notice of non-renewal.

The Order Details will state the renewal period, the renewal fee or how it is determined, and the notice period for non-renewal. If no non-renewal notice period is specified, notice must be given at least 30 days before the renewal date. Where the Order Details do not provide for recurring billing, the Services end at the end of the agreed service period and do not renew.

LIVERUN will give Customer reasonable advance notice of any increase to the renewal fee.

7. Cancellation and Refunds

Unless otherwise stated in the Order Details or required by law, fees are non-refundable once LIVERUN has begun providing the Services.

Either party may terminate the agreement if the other party materially breaches it and does not correct the breach within 30 days after written notice. If Customer terminates because of an uncured material breach by LIVERUN, LIVERUN will refund any prepaid fees reasonably attributable to Services that will not be provided.

8. Customer Materials and Claims

Customer is responsible for the accuracy, legality, and substantiation of materials and claims it provides to LIVERUN, including product descriptions; advertising claims; scientific or health claims; prices and promotions; and trademarks, logos, images, and other intellectual property.

Customer represents that it has the necessary rights to provide and authorize use of those materials. LIVERUN may refuse or modify content that it reasonably believes is misleading, unsupported, unsafe, unlawful, or inappropriate for the LIVERUN community.

9. Product Supply and Samples

Where the Services involve Customer’s products being supplied to LIVERUN or to community participants, the quantity, specification, delivery, timing and cost of supply are as stated in the Order Details. Unless otherwise agreed, Customer is responsible for supplying the products, for shipping and any import or customs cost, and for ensuring the products are lawful, safe, and correctly labelled for use in Japan.

Customer remains the party responsible for its products, including quality, safety, warranty, and any recall. Customer will notify LIVERUN promptly of any safety issue or recall affecting products already supplied, and the parties will cooperate to inform affected participants.

Products supplied for a study or campaign are provided at Customer’s cost and are not returned unless the Order Details say so.

10. Community Independence and Authenticity

LIVERUN protects the independence of its member community. LIVERUN does not sell or guarantee:

Receiving a product, sample, incentive, or participating in a sponsored activity does not require a LIVERUN member to express a positive opinion. Customer may not ask LIVERUN or its members to fabricate, conceal, manipulate, or misrepresent an opinion, experience, sponsorship, incentive, or material relationship. Where disclosure of sponsorship or incentives is required by law or platform rules, LIVERUN and Customer will cooperate to make appropriate disclosures.

11. Data and Privacy

LIVERUN may provide Customer with aggregated, anonymized, de-identified, or summarized participant information. Unless separately agreed or legally permitted, LIVERUN will not provide private member conversations or personally identifiable member data to Customer. Customer may not attempt to re-identify individuals from anonymized or aggregated information. Personal information will be handled in accordance with LIVERUN’s applicable Privacy Policy.

12. Intellectual Property

Each party retains ownership of intellectual property it owned before or developed independently of the Services. LIVERUN retains ownership of its platform, software, systems, methods, templates, research methods, know-how, and community infrastructure.

Customer grants LIVERUN permission to use Customer’s name, trademarks, product information, images, and other materials as reasonably necessary to provide the agreed Services.

Subject to full payment, Customer may use deliverables created specifically for Customer for its own business purposes. Recordings, photographs, guest appearances, member content, music, and third-party materials may be reused only where the necessary rights have been separately granted, and Customer is responsible for confirming the scope of those rights before any further use.

13. Publicity and References

Unless the Order Details state otherwise, LIVERUN may identify Customer as a LIVERUN partner and may describe the engagement in its own marketing, including on its websites, in proposals, and in case studies — using Customer’s name, logo, and campaign materials created for the engagement. LIVERUN will not disclose Customer’s confidential information or fees in doing so.

Customer may state that it is a LIVERUN partner. Customer may not describe the relationship as an endorsement, certification, or approval by LIVERUN or by its members, and may not attribute any statement to a LIVERUN member, guest, or trainer without that person’s separate consent.

Either party may withdraw this permission for future materials on written notice.

14. Confidentiality

Each party will protect the other party’s confidential, non-public business information and use it only for purposes related to the Services.

Confidential information may be disclosed to employees, contractors, advisers, and service providers who reasonably need access and are subject to confidentiality obligations.

This obligation does not apply to information that is already public, independently developed, or lawfully obtained from another source.

15. No Guaranteed Results

Unless specifically guaranteed in the Order Details, LIVERUN does not guarantee any particular participation level; survey response volume; sales or conversion level; research result; media exposure; social media activity; brand outcome; or AI visibility or recommendation.

Research and participant feedback reflect the people, questions, methodology, and circumstances applicable at the time. Where the Services involve observing third-party platforms, including search engines and AI systems, those platforms are controlled by others and may change without notice.

16. Indemnity

Customer will defend and indemnify LIVERUN against third-party claims, and reasonable costs arising from them, to the extent they arise from: Customer’s products; claims or materials Customer provided or approved; Customer’s breach of clause 8, 9, 10 or 18; or Customer’s infringement of a third party’s rights.

LIVERUN will defend and indemnify Customer against third-party claims to the extent they arise from LIVERUN’s infringement of a third party’s intellectual property in materials LIVERUN created independently of Customer’s materials.

The party seeking indemnity will notify the other promptly, allow it to control the defense, and cooperate reasonably.

17. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages, including lost profits, lost revenue, lost opportunity, or loss of goodwill.

Except where liability cannot legally be limited, each party’s total liability arising from the Services will not exceed the fees paid or payable by Customer for the Services giving rise to the claim during the preceding 12 months. This limitation does not apply to fraud, willful misconduct, gross negligence, unpaid fees, a party’s indemnity obligations under clause 16, or unauthorized infringement of the other party’s intellectual property.

18. Compliance

Each party will comply with applicable laws in connection with the Services. Neither party may use the Services to create false reviews, undisclosed paid endorsements, deceptive advertising, unlawful promotional claims, bribery, or other unlawful conduct. Customer remains responsible for compliance relating to Customer’s own products, services, claims, and business activities.

19. Changes and Force Majeure

LIVERUN may make reasonable operational changes to the Services provided they do not materially reduce the overall Services purchased. Neither party will be liable for failure or delay caused by events reasonably outside its control, including natural disasters, governmental actions, communications failures, major technology outages, or failure or change of third-party platforms. Where reasonably possible, LIVERUN will attempt to reschedule or provide an alternative for materially affected Services.

20. Governing Law

These Terms and the applicable Order Details are governed by the laws of Japan. The Tokyo District Court will have exclusive jurisdiction as the court of first instance for disputes arising from the agreement.

21. Electronic Agreement and Language

Customer may accept the agreement electronically, including through an online checkout, email confirmation, or other electronic acceptance. No separate handwritten or electronic signature is required where Customer has otherwise clearly agreed to the Order Details and these Terms.

These Terms may be provided in English and Japanese. If the English and Japanese versions conflict, the English version will control.

Contact LIVERUN Inc. / ライブラン株式会社 3-51-10 Sendagaya, Shibuya-ku, Tokyo, Japan sales@liverunapp.com