PowerNow Offline Service Terms

Effective Date: December 22, 2025 (or the date on which the User clicks to accept this Agreement, if later)

Execution Method: Online clickwrap / electronic consent

Applicable Jurisdiction: Japan

Service Provider: PowerNow Co., Ltd. ("PowerNow" or the "Company")

Article 1 — Nature and Applicability

1.1 Nature and Purpose

These PowerNow Offline Service Terms (these "Terms") are part of the agreement system relating to PowerPass – PowerNow Edition (the "PowerPass" or the "Voucher"). These Terms govern offline services and benefits within Japan that are provided by PowerNow in connection with PowerPass, and are intended to clearly delineate the role boundaries between PowerNow and ShareX.

For clarity, PowerPass is issued and sold on-chain by Lilybulb Holding Limited, a company incorporated under the laws of the British Virgin Islands, operating as "ShareX Labs" or "ShareX" ("ShareX") pursuant to the PowerPass User Purchase Agreement (the "Purchase Agreement"), and staking/distribution matters (if any) are governed by the PowerPass Staking & Distribution Agreement (the "Staking & Distribution Agreement").

1.2 Scope of Application

These Terms apply to offline services provided by PowerNow to users who acquire or hold PowerPass issued by ShareX (the "User") at participating locations displayed within the PowerNow application (the "App") within Japan.

These Terms do not involve the issuance, sale, transfer, delivery, custody, or on-chain settlement of the PowerPass NFT. When the User activates PowerPass-related offline benefits, the User shall be deemed to have read, understood, and agreed to these Terms.

1.3 Statement on the Nature of In-App Paid Items

The User acknowledges and agrees that any payment, renewal, or purchase action within the App relates solely to offline services and benefits provided by PowerNow. The User shall not, based on any in-App payment or renewal action, assert against PowerNow any claim for minting, delivery, transfer, withdrawal, or on-chain control authority of any NFT (including PowerPass).

1.4 Language Versions and Interpretation

These Terms are made available in English. The User acknowledges and agrees that the English version is the official and controlling version of these Terms and shall prevail for all purposes.

If a Japanese translation is provided or produced in the future (including for regulatory, dispute resolution, litigation, or enforcement purposes), such translation is provided for convenience only. In the event of any inconsistency, ambiguity, or discrepancy between the English version and any Japanese translation, the English version shall prevail to the maximum extent permitted by applicable law.

The User represents that the User has sufficient ability to read and understand the English version of these Terms (or has obtained independent translation or professional advice at the User's own cost) and agrees not to challenge the validity or enforceability of these Terms on the basis of language.

Article 2 — Definitions

Unless otherwise stated in context, the following terms shall have the meanings below:

2.1 PowerPass

"PowerPass" means the utility on-chain voucher (NFT) issued by ShareX and usable to exercise offline usage benefits within the PowerNow network. The offline legal nature of such benefits is the User's continuous right to use the relevant PowerNow network services during the applicable benefit term/lifetime (the "Continuous Right to Use"). PowerPass does not constitute any ownership right or income right in any physical device.

2.2 Benefit Term / Lifetime

The benefit term/lifetime of PowerPass expires upon the first occurrence of either:

(a) three (3) years have elapsed from the purchase date; or

(b) cumulative usage count ≥ 300.

Unless otherwise specified in supporting rules, the cumulative usage count includes successful third-party rentals under Delegated Sharing and excludes self-use, abnormal cancellations, and correction records. Upon satisfaction of either condition, the "Benefit Term / Lifetime" shall be deemed expired. This Benefit Term / Lifetime corresponds to the "Benefit Term / Lifetime" as defined in the Purchase Agreement.

2.3 Custodial Account

"Custodial Account" means the on-chain custodial address generated and managed by ShareX for use within the PowerNow account system, used (as applicable) to identify and record the status of PowerPass in connection with offline benefit activation and related on-chain operations.

2.4 Mapping

"Mapping" means the one-to-one correspondence established between a PowerPass and a specific physical shared power bank device (a "Device") for the purposes of enabling offline services and (as applicable) supporting on-chain bookkeeping under the agreement system. The Mapping relationship may change when the User removes a Device through the normal rental process and terminates upon expiry of the PowerPass Benefit Term / Lifetime. Mapping is used only for identification, display, statistics, and rule execution purposes, and does not constitute or imply any ownership, possession, or income claim right in any Device.

2.5 Mapped Device

"Mapped Device" means the specific Device that currently has the unique one-to-one correspondence with a particular PowerPass under the Mapping.

2.6 Device Exchange

"Device Exchange" means the User's act, during the PowerPass Benefit Term / Lifetime, of exercising the Continuous Right to Use by removing a Device through the normal rental process with deposit-free and rent-free treatment for self-use/possession; provided that if the removed Device is already under an effective Mapping relationship with another PowerPass, such removal does not constitute a Device Exchange.

2.7 Delegated Sharing Authorization

"Delegated Sharing" authorization means the User's continuing authorization to PowerNow such that, during idle periods when the User does not exercise self-use/possession and the Continuous Right to Use corresponding to the User's PowerPass is idle, the User authorizes PowerNow to provide, within the operating network, such idle usage right as a paid sharing service to third parties. In practice, this is reflected as a third party's rental of the then-current Mapped Device. Delegated Sharing does not promise any third-party usage outcome and does not necessarily mean the Device will be rented or that it is in Sharing Status at any given time.

2.8 Device Status

"Device Status" means the operational manifestation of the Continuous Right to Use at the level of the specific Mapped Device within the PowerNow network. At any point in time, a Mapped Device shall be in only one of the following three mutually exclusive statuses:

(a) Self-Use Status: the Device is removed and held by the User through the normal rental process;

(b) Deposited Status: the Mapped Device is inside a Company cabinet and kept by the Company;

(c) Sharing Status: the short period during which, after a third-party rental request is confirmed successful by the system pursuant to the User's Delegated Sharing authorization, and until the Device is returned into a cabinet and confirmed by the system, the Device is actually used by the third party.

2.9 Sharing Points

"Sharing Points" means points denominated at JPY-equivalent value and usable for offset/redemption/use within the App, as further defined in supporting rules. Sharing Points are not cash and do not automatically constitute any cash payment claim right.

2.10 Annual Membership / Unlimited Battery Swap

"Annual Membership" means the one (1) year "unlimited battery swap" membership benefit granted upon first activation (and, where applicable, renewed/reactivated), under which the User may, during the membership term and within the PowerNow network in Japan, use the normal rental process to use one (1) power bank at any one time with deposit-free and rent-free treatment, with unlimited duration and unlimited number of uses (the "Unlimited Battery Swap"), subject to these Terms and supporting rules.

Article 3 — Role Allocation and Statements

3.1 ShareX Role

ShareX is the issuer and seller of PowerPass and is responsible for NFT issuance, on-chain records, and on-chain processing under the Purchase Agreement and the Staking & Distribution Agreement.

3.2 PowerNow Role

PowerNow is the provider of offline services and benefits within Japan, and may offer and sell within its App the real-world usage benefits and services corresponding to PowerPass in fiat currency (JPY), including Annual Membership (if applicable), Device Exchange and self-use/possession, and the Sharing Points mechanism corresponding to Delegated Sharing, in accordance with these Terms and supporting rules.

3.3 Custodial Infrastructure Boundary

The minting of PowerPass and the Custodial Account infrastructure are deployed and managed by ShareX. PowerNow does not hold private keys, has no on-chain signing authority, and has no disposal authority with respect to PowerPass or the Custodial Account. PowerNow does not initiate on-chain transactions and only performs data synchronization, status verification, and reconciliation record-keeping within the scope of agreed interfaces and rules.

3.4 No Promise Regarding On-chain Matters

PowerNow does not participate in token issuance, secondary market trading, or on-chain distribution/settlement relating to PowerPass, and makes no promise or guarantee regarding any price, liquidity, or returns.

Article 4 — Offline Benefits

4.1 Benefit Activation

To activate offline benefits, the User shall bind the User's PowerNow account through the ShareX DApp and transfer the PowerPass NFT into the Custodial Account, as prompted in the relevant flows. From the moment activation is completed:

(a) the activation record of offline benefits is permanently retained and irrevocable;

(b) only when the Mapped Device is in Deposited Status may the PowerPass be transferred or transferred out to a blockchain address designated by the User, thereby triggering unbinding from the original PowerNow account and exit from the custodial system. Upon such transfer-out and unbinding: the activated offline benefits immediately become invalid and do not transfer with the NFT; the new holder does not enjoy and may not re-obtain the first-time activation Annual Membership benefit; and

(c) the User may query benefit status and historical records in the App, subject to system availability.

4.2 Unlimited Battery Swap Annual Membership

(a) First-time Grant. Upon the User's first successful PowerNow account binding and activation, the User automatically receives a one (1) year Annual Membership gifted by the Company. During the Annual Membership term, the User may use Unlimited Battery Swap in Japan within the PowerNow network, subject to these Terms and supporting rules.

(b) One-time Grant Only. The first-time Annual Membership is granted only once. It terminates immediately upon the transfer-out and unbinding described in Article 4.1(b). Even if the User later binds another account, the first-time Annual Membership will not be granted again.

(c) Renewal and Reactivation. After the Annual Membership expires or terminates, the User whose PowerPass remains in the Custodial Account may pay within the App or on a Company-designated page to renew or reactivate the Annual Membership, subject to page prompts and supporting rules. Failure to renew/reactivate does not necessarily affect Device Exchange rights (if any) under Article 4.3.

(d) No Activation After Lifetime Expiry. First-time activation grant, renewal, or reactivation shall not occur later than the moment the PowerPass Benefit Term / Lifetime expires. After lifetime expiry, Mapping terminates; however, this does not necessarily affect an already-effective Annual Membership continuing at the PowerNow account level until it naturally expires or terminates due to transfer-out/unbinding.

4.3 Device Exchange and Self-Use

(a) Device Exchange Right. Prior to expiry of the PowerPass Benefit Term / Lifetime, regardless of whether within an Annual Membership period, the User may exercise Device Exchange as described in Article 2.6, subject to system records and supporting rules.

(b) Prerequisites and Exceptions. Only when the User's then-current Mapped Device is not in Self-Use Status may the User perform a Device Exchange through the normal rental process. If the Device removed by the User is already under an effective Mapping relationship of another PowerPass, such removal does not constitute Device Exchange.

(c) Frequency. During any Annual Membership period (including renewal/reactivation), the User may initiate deposit-free and rent-free removals under Unlimited Battery Swap on an unlimited basis, subject to the single-device concurrency limitation in Article 7.1. Outside an Annual Membership period, the User may still exercise (if applicable) up to one (1) Device Exchange prior to lifetime expiry, as reflected in system records and supporting rules.

(d) Effect of Lifetime Expiry. After the PowerPass Benefit Term / Lifetime expires, the Device Exchange benefit becomes invalid. If the Device is in Self-Use Status at the time of expiry, the User may continue to keep it, subject to Article 4.5 and supporting rules.

(e) Non-qualifying Behaviors. The following do not constitute Device Exchange:

(i) removing a Device through the normal rental process that requires payment of a deposit or rent (including situations where payment is offset by points or promotions); or

(ii) after lifetime expiry, removing a Device deposit-free and rent-free solely because an already-effective Annual Membership remains within its valid term.

4.4 Delegated Sharing and Sharing Points

(a) Authorization and Paid Use. After the User provides Delegated Sharing authorization, PowerNow may provide corresponding paid usage services to third parties during idle periods, reflected as third-party rentals of the then-current Mapped Device. Rental pricing, discounts, and taxes for third-party use shall be subject to App disclosures and system records.

(b) Corresponding Value. After deducting necessary costs pursuant to supporting rules for operations, maintenance, merchant channels, payment channels, and taxes, the remaining portion (if any) constitutes the corresponding value of Delegated Sharing. If a Delegated Sharing order does not generate a rental amount or involves abnormalities, cancellation, refunds, or correction records (including payment failure or third-party breach), it does not constitute a source of corresponding value.

(c) Sharing Points. To preserve the consumer nature of offline benefits, the corresponding value (if any) will be granted in the form of JPY-equivalent Sharing Points usable within the App. Sharing Points are not withdrawable and do not automatically give rise to any claim right for cash payment or foreign exchange conversion. Usage scope, caps, methods, validity period, and other rules shall be subject to supporting rules and announcements.

(d) Self-Use Priority and Interruption. The User may at any time exercise Unlimited Battery Swap or initiate Device Exchange. Such actions are deemed self-use priority and immediately interrupt Delegated Sharing under the same PowerPass. If interruption occurs when there is third-party in-transit use, it does not affect completion of such in-transit use; however, the rental amount of such in-transit order shall not be included as corresponding value and shall not generate Sharing Points, subject to system records and supporting rules.

(e) Settlement Evidence. Delegated Sharing and Sharing Points calculation and issuance shall be based on valid rental records confirmed by the PowerNow system and supporting rules, excluding cancellations, refunds, payment failures, corrections, and other abnormalities.

(f) Exclusivity and Necessary Handling. Under the same PowerPass, Sharing Points and ShareX-side distribution bookkeeping/claim mechanisms shall not be repeatedly enjoyed for the same valid order/service-use event. To maintain compliance, fairness, and reconciliation consistency, PowerNow and/or ShareX may conduct verification and make necessary adjustments, deferrals, restrictions, or other handling in accordance with the agreement system and their respective rules (including for risk control, anti-cheating, and correction).

4.5 Custody, Possession, and Loss/Damage Handling

(a) During Self-Use Status, the User shall exercise reasonable care and shall not disassemble, modify, or improperly use the Device.

(b) If, due to reasons attributable to the User, the Device is not returned, is lost, is damaged, or is not recognized by the system as returned through normal processes, the Device shall be deemed to be in continuous Self-Use Status and removed from network use (a "Possession Event"). Upon a Possession Event:

(i) Annual Membership, Device Exchange, Delegated Sharing, and other functions under such PowerPass may cease;

(ii) Sharing Points and (if applicable) ShareX-side distribution bookkeeping cease to accrue going forward, while already-effective records are not affected; and

(iii) the PowerPass Benefit Term / Lifetime continues to be calculated and is not extended due to the Possession Event; upon lifetime expiry, Mapping terminates.

(c) Necessary costs for recovery or replacement arising from a Possession Event may be handled pursuant to supporting rules and announcements, including fee settlement and possible offset arrangements.

(d) If, after recovery or replacement, the relevant status is again confirmed by the system as Deposited Status, functions may resume from that time; however, stopped accruals or restrictions during the Possession Event period are not retroactively remedied unless supporting rules expressly provide otherwise.

(e) Possession of a Device by the User does not automatically constitute any transfer of ownership of such Device.

Article 5 — Mapping Changes

5.1 Active Mapping Change Scenarios

(a) During the PowerPass Benefit Term / Lifetime, if the User removes a Device through the normal rental process and none of the exceptions in Article 5.1(b) applies, the system may automatically establish a new one-to-one Mapping between the removed Device and such PowerPass and set it as the new Mapped Device. The original Mapping is simultaneously released.

(b) In the following situations, no Mapping change occurs and the original Mapping remains unchanged:

(i) the removed Device is under an effective Mapping relationship of another PowerPass;

(ii) the removed Device is the same as the original Mapped Device; or

(iii) at the time of removal, the User still has another Device with an ongoing rental order, where supporting rules so provide.

5.2 Passive (Remedial) Mapping Change Scenarios

If the original Mapped Device, for reasons not attributable to the User, is scrapped, malfunctions, is taken offline, is stolen, is lost from the network, or is confirmed by the Company to be unusable due to compliance requirements or other reasons, and is not in Self-Use Status, the Company may implement a remedial Mapping change pursuant to supporting rules and establish a new Mapping for such PowerPass within the same network without requiring the User to remove a Device.

5.3 Evidence Rules

Determinations of triggering conditions, completion, and effective time for Mapping changes shall in all cases be subject to system records. Mapping changes are automatically executed, cannot be designated by the User, and generally cannot be revoked. Abnormalities or disputes shall be verified and corrected pursuant to supporting rules.

5.4 Effect of Mapping Changes

Mapping changes do not constitute any promise regarding Device performance, behavior, availability, or geographic location. They do not automatically alter the status or remaining term of an effective Annual Membership, and do not automatically change the existing attribution of Sharing Points or on-chain bookkeeping records. If a Mapping change occurs while the current Mapped Device is in Sharing Status, in-transit handling shall be processed pursuant to Article 4 and supporting rules (and, where relevant to on-chain matters, with reference to the Staking & Distribution Agreement and the agreement system priority rules).

Article 6 — Fees, Calculation, and Taxes

6.1 In-App Fees and Clarification

The User may purchase or renew offline benefits/real-world services corresponding to PowerPass in fiat currency (JPY) within the App. Pricing, payment methods, and any applicable fees shall be subject to App page displays. All such payments within the App relate only to offline services/benefits and do not constitute the sale, transfer, or delivery of any NFT. The User does not obtain on-chain control authority over PowerPass within the App, nor does the User automatically obtain on-chain holder status by virtue of App payments.

6.2 Third-Party Payment Channels

All fee generation, measurement, and deduction within the App shall be subject to the Company's system records. For settlement involving third-party payment channels, confirmation shall be based on the success record returned by such channel. Any fees and risks arising from the User's use of third-party payments or wallet services shall be borne by the User.

6.3 Taxes

Taxes arising from the User's use of services within Japan shall be handled in accordance with applicable tax laws and App disclosures. The Company does not provide tax advice or any assurance regarding the User's tax filings or outcomes. The User should consult professionals and perform filings and payments in accordance with applicable laws.

6.4 Amounts and Rounding

All in-App amounts are denominated in JPY. Unless otherwise specified, rounding shall be performed to the minimum unit of account in accordance with supporting rules.

Article 7 — Fair Use and Compliance

7.1 Single-Device Concurrency Limitation

At any point in time, the same PowerPass permits possession of only one (1) Device. The User shall not, by technical means or circumvention, achieve simultaneous possession of multiple Devices under the same PowerPass.

7.2 Reasonable Use

The User shall use services within normal reasonable personal or institutional usage. For abnormal high-frequency, batch, automated, non-manual operations, commercial proxy-rental, subleasing, or other unreasonable use, the Company may determine such behavior as a violation pursuant to supporting rules.

7.3 Compliance Limitation Notice

(a) To comply with Japanese law and relevant regulatory requirements, the Company may adjust App-side services and provide notice via the App and/or announcements.

(b) These Terms do not alter ShareX-side restrictions (including KYC/AML, sanctions, and geographic limitations) applicable to the User's on-chain purchase/holding of PowerPass. Restrictions imposed by ShareX that affect the User's PowerPass account, address, or usage may restrict cross-system use, and the Company shall not be liable therefor.

Article 8 — Prohibited Conduct

The User shall not engage in conduct including without limitation:

(a) using the Device for illegal or infringing purposes or activities endangering safety;

(b) disassembling, cracking, tampering, flashing firmware, injecting malicious code, or interfering with hardware or networks;

(c) batch, automated, commercial proxy-rental or subleasing, or other unauthorized business operations;

(d) fabricating transactions, publishing false promotions, or misleading others with "principal protection," "guaranteed return," or "sure profit"; or

(e) other conduct that violates laws and regulations, public order and morals, or supporting rules.

Article 9 — Measures and Remedies

9.1 Suspension / Restriction

In the event of security incidents, abnormal transactions, violations of Article 7 or Article 8, or compliance risks, the Company may, in accordance with law, these Terms, and supporting rules, take measures including warnings, restrictions, deferrals or refusal of inclusion, freezing, and suspension of services, and provide prompts via the App.

9.2 Termination

If the User materially violates these Terms or refuses to rectify after notice, the Company may terminate the provision of services. If the Company reasonably suspects criminal conduct, it may refer the matter to competent authorities in accordance with law.

9.3 Other Remedies and Costs

The Company may implement verification, correction, and notifications necessary to execute the foregoing measures pursuant to supporting rules. Reasonable costs and losses arising from the User's breach or illegal conduct may be recovered from the User in accordance with applicable law.

Article 10 — Data Processing and Privacy

10.1 APPI Compliance

The Company will process the User's registration information, usage records, and Device data in accordance with Japan's Act on the Protection of Personal Information (APPI) and related laws and regulations, and will take reasonable technical and administrative measures to prevent leakage, tampering, or unauthorized access. The User shall properly safeguard the User's account and authentication information.

10.2 Data Synchronization with ShareX

To the extent necessary for performance of these Terms and legal requirements, data synchronization, reconciliation, and verification between the Company and ShareX shall be conducted pursuant to agreed interfaces and rules. Where provided, only the data necessary for reconciliation/verification and system operation will be shared, and on-chain processing is independently performed by ShareX.

Article 11 — Disclaimer and Limitation of Liability

11.1 Service Availability

The Company will use commercially reasonable efforts to ensure service availability, but does not guarantee continuity, timeliness, or defect-free operation.

11.2 No Responsibility for On-chain Matters

The Company assumes no responsibility for blockchain services provided by ShareX, NFT market prices, or any on-chain distribution/bookkeeping/claiming matters (if any).

11.3 Force Majeure and Third-Party Causes

The Company shall not be liable, to the extent permitted by law, for delays, suspension, or failures caused by force majeure or third-party causes, including earthquakes, typhoons, floods, fires, power outages, strikes, wars, government actions, upstream network disruptions, or payment channel interruptions.

11.4 Liability Cap

Except as otherwise required by mandatory law, the Company's total liability for damages claimed by the User against the Company under these Terms shall be limited to the consideration actually paid by the User to the Company for PowerPass-related offline services.

Article 12 — Intellectual Property

Trademarks, logos, interfaces, programs, documents, and other items related to the Company's services are owned by the Company or the relevant rights holders. Without prior written permission, the User shall not copy, reverse engineer, scrape, bulk crawl, mirror, or commercially exploit them.

Article 13 — Notices, Amendments, and Effectiveness

13.1 Notices

The Company may publish notices, updates, or announcements relating to these Terms via the App, its website, or other appropriate electronic means. The User shall monitor such notices and bears consequences arising from failure to review them in a timely manner.

13.2 Amendments

The Company may revise these Terms due to product, technical, or compliance needs. Updated versions take effect from the date of publication or the effective date specified in the relevant notice. Continued use of related services constitutes acceptance.

Article 14 — Governing Law and Dispute Resolution

14.1 These Terms, and any dispute, claim, or controversy arising out of or in connection with these Terms (including their existence, validity, interpretation, performance, breach, termination, or enforceability), shall be governed by and construed in accordance with the laws of Japan.

14.2 The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute, claim, or controversy arising out of or in connection with these Terms.

Article 15 — Miscellaneous

15.1 Severability

If any provision of these Terms is held invalid or unenforceable, it shall not affect the validity of the remaining provisions.

15.2 No Waiver

Any failure or delay by a party in exercising a right does not constitute a waiver of such right.

15.3 Assignment

Without the Company's prior written consent, the User shall not assign rights or obligations under these Terms. For clarity, a change of holder due to an on-chain transfer of the PowerPass NFT does not, by itself, constitute an assignment of the User's rights and obligations under these Terms, and offline benefits remain subject to the activation/unbinding rules in Article 4.1. The Company may assign its rights and obligations under these Terms to an affiliate or successor provided that it does not reduce the level of protection of the User's rights.

15.4 Relationship within the Agreement System and Priority

These Terms apply in parallel with the Purchase Agreement and the Staking & Distribution Agreement as part of the complete agreement system relating to PowerPass. In case of conflict:

(a) for offline services, annual membership, device exchange, delegated sharing, Sharing Points, and other offline matters within Japan, these Terms shall prevail;

(b) for on-chain staking, distribution bookkeeping, claiming, and related on-chain matters, the Staking & Distribution Agreement shall prevail; and

(c) for other matters, the Purchase Agreement and the applicable platform rules/announcements (as incorporated therein) shall prevail.

15.5 Contact

Customer Support Email: service@powernow.jp