The following terms of use have been translated by AI. For the official version, please refer to the Japanese Terms of Use (https://info.inside.ai/aws-marketplace-agreement/). Terms of Use for DX Suite (AWS Marketplace) Customers (hereinafter referred to as the "User") who use certain functions of "DX Suite" (the Elastic Sorter and the Intelligent OCR engine) through AWS Marketplace (hereinafter referred to as "AWS MP") and AI inside Inc. (hereinafter referred to as "AI inside") agree to the following terms (hereinafter referred to as the "Terms") regarding the software product provided by AI inside to the User via a private offer through AWS MP (hereinafter referred to as the "Product"). The agreement, including any separate written agreements between AI inside and the User, shall be referred to as the "Agreement." This Agreement shall become effective upon the User's acceptance of AI inside's private offer on AWS MP. Each individual accepting this Agreement represents and warrants to AI inside that they have the proper authority and capacity to accept it on behalf of the User, that no objections shall be raised by any party regarding the conclusion of this Agreement, and that in the event of any claims from third parties, they shall address them at their own responsibility and expense, ensuring that AI inside incurs no inconvenience or damages. These Terms are originally drafted in Japanese and may be translated into English. The Japanese version shall be the official document, while the English version is provided for reference. In case of any discrepancies or inconsistencies between the two versions, the Japanese version shall prevail. If there is any inconsistency between a separate written agreement between AI inside and the User and these Terms, the separate written agreement shall take precedence unless otherwise specifically provided in these Terms. However, even if AI inside and the User have concluded a separate Basic Sales Agreement, Basic Outsourcing Agreement, or any other fundamental agreement for ongoing transactions (regardless of the title of the document), such agreements shall not apply to the use of the Product. ------------------------------------------------------------- Article 1 (The Product) 1.AI inside grants the User a non-exclusive right to use the Product via API under the conditions set forth in these Terms. 2.Except as provided in Article 16, Paragraph 2, the User may not allow any third party to use the Product. 3.The User shall, at their own responsibility and expense, prepare the necessary equipment, software, communication lines, and other resources required to use the Product, except for those provided by AI inside, unless otherwise agreed upon by both parties. 4.The Product is a software product intended for the User to process electronic data independently, and the details of the Product shall be determined by the specifications separately established by AI inside. 5.In these Terms, image data and other input data uploaded to the Product (excluding image data uploaded for form definition purposes but including text results from confirmation and correction of each reading range) shall be referred to as the "Target Documents," and data provided as the output of the Product shall be referred to as the "Deliverables." ------------------------------------------------------------- Article 2 (Prohibition of Duplication and Adaptation, etc.) 1.Except as explicitly stipulated in this Agreement, the User shall not duplicate, adapt, disclose to third parties, grant sublicenses, distribute, sell, transfer, lease, or provide in any way any program constituting the Product (hereinafter referred to as the "Software"). 2.The User shall not perform disassembly (converting object code into source code written in assembly language), decompilation (converting object code into source code written in a compiled language), or any other reverse engineering techniques (including analyzing the structure and content of the Software to investigate its operating principles, flow, or source code, as well as distillation, meaning learning based on repeated input and output of data from a trained model, and any similar actions) on the Software. 3.The User shall not engage in any of the following actions when using the Service: Infringing or potentially infringing the property rights (including intellectual property rights) or human rights (including privacy) of AI inside, other Users who have contracted with AI inside for the Product (including similar products and services), or any third party. 3-1.Engaging in or potentially engaging in acts that are contrary to public order and morals. 3-2.Engaging in or potentially engaging in criminal acts or acts connected to criminal activity. 3-3.Engaging in acts that interfere with or may interfere with the operation of the Service. 3-4.Using, transmitting, writing, or providing computer viruses or other harmful programs through or in connection with the Product. 3-5.Disclosing information about pricing provided via private offers to any party other than the User (including making it possible for non-Users to infer the pricing). 3-6.Engaging in or potentially engaging in actions that violate AWS terms of use or other applicable AWS MP or AWS terms, guidelines, and policies (hereinafter referred to as "AWS Terms of Use, etc."). 3-7.Engaging in or potentially engaging in actions that violate applicable laws and regulations. 3-8.Using the Product to provide services similar to or the same as the Product to third parties. 3-9.Using the Product in a manner prohibited by AI inside in its specifications or notifications to the User (including uploading data that exceeds the limits specified in the Product’s specifications). 3-10.Using the Product in a manner that places excessive load on it, hinders its operation, or is otherwise deemed inappropriate by AI inside based on reasonable grounds. ------------------------------------------------------------- Article 3 (Suspension of the Product) 1.If the User fails to pay any portion of the Product usage fees or violates the AWS Terms of Use, etc., Amazon Web Services, Inc. may suspend the provision of all or part of the Product to the User. 2.The User acknowledges in advance that the usage fees will not be reduced or exempted even during the suspension of product provision as stipulated in the preceding paragraph. Furthermore, AI inside shall not be liable for any damages incurred by the User or any third party due to such suspension. ------------------------------------------------------------- Article 4 (Rights Related to the Product) 1.The User acknowledges that all intellectual property rights related to the Product—including ideas (including inventions and devices), know-how (including algorithms related to data conversion, etc.), copyrights (including the rights under Articles 27 and 28 of the Copyright Act), patent rights, trademark rights, and any other intellectual property rights (including rights related to requests, proposals, opinions, and ideas provided by the User to AI inside, as well as those invented or created by AI inside in the course of performing this Agreement)—belong to AI inside or a third party licensed by AI inside. 2.Notwithstanding the preceding paragraph, intellectual property rights related to the Target Documents and Deliverables shall belong to the User. ------------------------------------------------------------- Article 5 (Contract Term) 1.This Agreement shall remain valid as long as the User holds a valid subscription to the Product. However, if this Agreement is terminated in accordance with its provisions, it shall become null and void. 2.AI inside or the User may terminate this Agreement (including termination before the effective period begins) by providing notice at least 30 days in advance. ------------------------------------------------------------- Article 6 (Interruption of Product Provision) In any of the following circumstances, AI inside may suspend the provision of all or part of the software product. AI inside shall bear no liability for any damages suffered by the User or third parties due to such suspension. If AI inside suspends the provision of the Product, it shall notify the User in advance, except in cases of emergency or unavoidable situations. 1.When performing regular or emergency maintenance on systems, hardware, etc. 2.When network failures occur. 3.When service provision becomes impossible due to fire, explosion, power outage, etc. 4.When service provision becomes impossible due to natural disasters such as earthquakes, typhoons, volcanic eruptions, floods, tsunamis, or pandemics. 5.When service provision becomes impossible due to war, terrorism, unrest, riots, disturbances, or labor disputes. 6.When service provision becomes impossible due to changes in laws, ordinances, regulations, notifications, administrative guidance, or other directives from public institutions. 7.When the User engages in actions that violate this Agreement. 8.When emergency security measures are required due to computer viruses, hacking, etc. 9.When AWS Marketplace or Amazon Web Services, Inc. decides to discontinue the provision of the Product. 10.When AI inside reasonably determines that the suspension of the Product is necessary for operational or technical reasons. ------------------------------------------------------------- Article 7 (Specification Changes) 1.AI inside may modify the specifications of the Product and release upgraded versions without prior consent from the User. 2.AI inside shall notify the User when it makes specification changes or upgrades. 3.The notification in the preceding paragraph shall be deemed to have been received by the User when AI inside publishes the new specifications and version on AWS Marketplace. 4.The User shall implement the version change within 90 days from the notification date. 5.AI inside shall bear no liability (including responsibilities set forth in Articles 12 and 13) for any malfunctions in the Product resulting from the User’s failure to implement the version change within the specified period. ------------------------------------------------------------- Article 8 (Confidentiality and Personal Information Protection) 1.In this Agreement, "Confidential Information" refers to all information disclosed by either the User or AI inside to the other party that is explicitly marked as confidential, regardless of the method or medium (e.g., oral, written, email, optical disks, USB drives, hard disks). This includes technical information, business information, samples, software, hardware, and specifications. The party disclosing the Confidential Information is referred to as the "Disclosing Party," and the party receiving the Confidential Information is referred to as the "Receiving Party." However, the following types of information, except for personal information, shall not be considered Confidential Information: 1-1.Information that the Receiving Party legally possessed at the time of disclosure. 1-2.Information that was publicly known at the time of disclosure. 1-3.Information that becomes publicly known after disclosure without the fault of the Receiving Party. 1-4.Information obtained from a third party with legitimate authority without an obligation of confidentiality. 1-5.Information independently acquired or created by the Receiving Party without reliance on disclosed information. 1-6.Information that the Disclosing Party has consented in writing to be disclosed publicly. 2.The Receiving Party shall not disclose, provide, or leak Confidential Information to third parties, nor use it for purposes other than executing this Agreement. However, if disclosure is required by a court order or other legal obligations imposed by public authorities, the Receiving Party may disclose Confidential Information only to the extent required by law. In such cases, the Receiving Party shall consult with the Disclosing Party prior to disclosure. 3.Notwithstanding the preceding paragraph, the Receiving Party may disclose Confidential Information to officers, employees (including temporary staff), attorneys, certified public accountants, tax accountants, and other professionals who are legally obligated to maintain confidentiality, provided such disclosure is necessary for the execution of this Agreement. The Receiving Party shall ensure that such third parties comply with confidentiality obligations equivalent to those in this Agreement and shall bear full responsibility for their compliance. 4.The Receiving Party must strictly maintain the confidentiality of the Confidential Information and manage it with the care of a prudent administrator. Except as necessary for the execution of this Agreement, the Receiving Party shall not duplicate the disclosed Confidential Information. 5.The Disclosing Party may request the Receiving Party to provide a written report on the management of Confidential Information at any time. If there is a recognized risk of information leakage, the Disclosing Party may demand corrective actions regarding the management of Confidential Information. 6.If the Receiving Party loses or leaks Confidential Information, or if such a possibility arises, the Receiving Party shall immediately report to the Disclosing Party and take measures to prevent further leakage. 7.Personal information (as defined by the Personal Information Protection Act) shall be treated as Confidential Information. The User and AI inside shall appropriately handle any personal information associated with the provision or use of the Product and shall not engage in any handling that violates the Personal Information Protection Act or other related laws. ------------------------------------------------------------- Article 9 (Termination) Either the User or AI inside may immediately terminate this Agreement without prior notice to the other party if any of the following events occur. Furthermore, if a party falls under any of the following circumstances, they shall forfeit the benefit of any deadlines on all obligations arising from this Agreement. The exercise of the termination rights under this Article does not preclude claims for damages against the other party. 1.If the other party violates any provisions of this Agreement and fails to remedy the violation within a reasonable period after being notified. 2.If the other party transfers all of its business, undergoes a company split, merger, or dissolution. 3.If the other party is subject to business suspension or revocation of business licenses or registrations by regulatory authorities. 4.If the other party becomes subject to a petition for provisional attachment, provisional disposition, compulsory execution, foreclosure, or auction due to the enforcement of security rights, or if a petition is filed for bankruptcy, corporate reorganization, civil rehabilitation, special liquidation, or equivalent proceedings. 5.If the other party fails to honor a check or promissory note, receives a suspension of transactions from a financial institution, or faces insolvency or payment suspension. 6.If the other party's financial condition deteriorates significantly or is reasonably deemed likely to deteriorate. 7.If the execution of this Agreement becomes unreasonably difficult due to disasters or other unavoidable circumstances. 8.If the other party breaches the representations and warranties set forth in Article 18. ------------------------------------------------------------- Article 10 (Post-Termination Provisions) Regardless of the reason for termination, the provisions of Articles 2, 4, 8, this Article, and Articles 12 through 18 shall remain in effect even after the termination of this Agreement. ------------------------------------------------------------- Article 11 (Amendments) 1.AI inside may amend these Terms and Conditions. 2.If AI inside makes any amendments, it shall notify the User at least one month in advance of the effective date of the amendments, except in cases where the changes are not disadvantageous to the User or are otherwise agreed upon separately with the User. ------------------------------------------------------------- Article 12 (Liability) 1.AI inside makes no guarantees regarding the completeness, accuracy, applicability, fitness for purpose, usefulness, availability, security, or reliability of the Product or Deliverables. AI inside’s responsibility regarding the Product is limited to making reasonable efforts to provide it to the User. If damages arise due to failure in such provision, AI inside shall be liable in accordance with the following article (Damages). AI inside conducts necessary operational tests within its environment but does not guarantee that the Product will function as specified in all environments. 2.Except in cases where AI inside is liable under the preceding paragraph, AI inside shall bear no responsibility for any damages suffered by the User in connection with the Product. The User shall use the Deliverables at their own discretion and responsibility, and AI inside shall not be liable in any way. 3.Notwithstanding paragraph 1, if damages arise due to the content of the Deliverables, equipment, software, communication lines, etc., procured by the User, or due to the fault of the User or a third party, AI inside shall bear no liability for the User’s damages. 4.If AWS or AWS MP experiences malfunctions (including service modifications, suspensions, and terminations), AI inside shall be exempt from liability under this article and the next article. 5.The User shall be responsible for backing up any data they provide or transmit through the Product. AI inside shall not be responsible for the storage, backup, or preservation of such data. 6.If the User causes damage to AI inside due to their own fault, they shall be liable for compensation. 7.AI inside shall not be liable for any failure or delay in fulfilling its contractual obligations due to force majeure events such as network failures, fires, explosions, power outages, earthquakes, typhoons, volcanic eruptions, floods, tsunamis, pandemics, wars, military invasions, terrorism, riots, revolutions, national disintegration, civil unrest, labor disputes, changes in laws, government regulations, administrative guidance, computer viruses, hacking, or other similar events. 8.If the Product is used in a foreign country (outside Japan) and results in an infringement of intellectual property rights or a violation of data protection laws or other local laws, AI inside shall bear no responsibility. Furthermore, if AI inside suffers damages due to such use, the User shall compensate AI inside for the incurred damages. ------------------------------------------------------------- Article 13 (Damages) 1.If AI inside causes damage to the User due to a breach of contract for which AI inside is responsible, AI inside shall compensate the User only for the actual and ordinary damages that directly result from such breach. However, unless AI inside has acted with intent or gross negligence, the compensation amount shall be limited to the Product usage fees for the month in which the cause of liability occurred (or the most recent month if spanning multiple months). 2.Notwithstanding Article 12(1) and this Article, AI inside shall not be liable for any damage to intangible assets such as data or programs, or for any special, indirect, or consequential damages arising from the provision of the Product. 3.AI inside's liability to the User related to the Product, regardless of whether it arises from non-conformity with contract terms, breach of contract, or tort liability, shall be limited to the scope specified in paragraphs 1 and 2 of this Article. ------------------------------------------------------------- Article 14 (Assignment of Rights and Obligations) The User shall not transfer or assign their contractual position, rights, or obligations under this Agreement to any third party, nor use them as collateral, except with prior written consent from AI inside. ------------------------------------------------------------- Article 15 (Notices) 1.Notices from AI inside to the User shall be given via email, written documents, publication on AI inside’s website, AWS MP product page, or other methods deemed appropriate by AI inside. 2.If AI inside sends notices via email under the preceding paragraph, the notice shall be deemed effective at the time of transmission to the email address specified in the User's application (or the updated address if a change has been notified). If notices are sent in writing, they shall be deemed effective when reasonably expected to arrive at the User’s address or headquarters as recorded in the application (or as updated). If notices are posted on AI inside’s website or the service screen used by the User, they shall be deemed effective at the time of publication. ------------------------------------------------------------- Article 16 (API Keys) 1.The User shall not disclose, lend, or share the API key required to use the Product with any third party and shall strictly manage it to prevent any leakage. [Company Name] shall not be held liable for any damages incurred by the User or any other party due to mismanagement of the API key, errors in use, or unauthorized use by third parties. 2.Notwithstanding the preceding clause, the User may grant the API key to its subcontractors (excluding competitors of [Company Name], hereinafter referred to as the "Authorized Contractor") to the extent necessary for the execution of outsourced operations. The User may also disclose [Company Name]’s Confidential Information to the Authorized Contractor within the same scope. Any use of the Service by the Authorized Contractor shall be deemed to be use by the User. The User shall ensure that the Authorized Contractor complies with the following obligations and shall bear full responsibility for any violations by the Authorized Contractor, including compensating [Company Name] for any damages incurred: 2-1.Compliance with the obligations set forth in Article 2, Sections 2 and 3 (interpreting "User" as the "Authorized Contractor"). 2-2.Compliance with confidentiality obligations equivalent to those stipulated in Article 8. 2-3.The Authorized Contractor shall not use the Product for any purpose other than the execution of the outsourced operations or beyond the necessary scope of such operations. 2-4.The Authorized Contractor shall not provide any product or service that is similar or identical to the Product to third parties. 3.If a third party uses the Product with the User’s API key, such use shall be deemed as use by the User. The User shall be responsible for all obligations, including payment of usage fees. However, this shall not apply if the unauthorized use results from the intentional misconduct or negligence of [Company Name]. ------------------------------------------------------------- Article 17 (Miscellaneous) 1.This Agreement shall be governed by the laws of Japan. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance. 2.If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect. 3.If there is any ambiguity in the interpretation of this Agreement or any matter not stipulated herein, or if a dispute arises, the User and [Company Name] shall engage in good faith discussions to resolve the issue. ------------------------------------------------------------- Article 18 (Exclusion of Anti-Social Forces) Both parties represent and warrant the following: 1.They, their officers, key employees, or shareholders with substantial influence over management (hereinafter referred to as "Officers, etc.") are not, and have never been in the past, members of organized crime groups, organized crime members, organizations related to organized crime, or any other anti-social forces (collectively, "Anti-Social Forces"), and will not be in the future. 2.They and their Officers, etc., do not, and will not, maintain any relationships that may be deemed socially unacceptable with Anti-Social Forces. 3.They and their Officers, etc., do not, and will not, utilize Anti-Social Forces. 4.They and their Officers, etc., do not, and will not, provide funds or benefits to Anti-Social Forces, nor cooperate or engage in any activity that supports their operations. They shall not, directly or indirectly through third parties, engage in violent acts, fraud, threats, or any conduct that damages the honor or credibility of the other party or interferes with its business operations. ------------------------------------------------------------- Article 19 (Publication of Case Studies) Unless otherwise explicitly requested by the User, [Company Name] may use the User’s name and corporate logo for promotional purposes, including in marketing materials, investor relations materials, company brochures, presentations, websites, exhibition booths, and other sales media. eod of file.