SOFTWARE TERMS OF USE

TRIART,INC. (hereinafter referred to as "Company") has established the following software terms of use (hereinafter referred to as "Terms") for the use of the difference detection software MIIDEL (hereinafter referred to as the "Software") provided by the Company to customers (a person who wish to use the Software after completing the User Registration as set out in Article 2.2; hereinafter referred to as the "User").

Article 1. (General Rules)

The purpose of these Terms is to define the terms and conditions of provision of the Software and the rights between the User and the Company in relation to the use of the Software.

Article 2. (User Registration)

1. Any person who wishes to use the Software (hereinafter referred to as the "Applicant") may apply to the Company for registration to use the Software by agreeing to comply with these Terms, and providing the Company with a user registration sheet containing certain information specified by the Company (hereinafter referred to as the "Registration Details").
2. The Company reserves the right to decide whether or not to accept the application by the Applicant in the preceding paragraph, and if the Company accepts the registration, the Company shall notify the Applicant thereof. The user registration for use of the Software shall be completed with such notification (hereinafter referred to as "Completion of User Registration").
3. Upon completion of the User Registration as set out in the preceding paragraph, an agreement regarding the use of the Software (hereinafter referred to as the "Agreement") shall be concluded between the Company and the User, and the User may use the Software in accordance with these Terms.
4. The Company may refuse registration or re-registration (including license renewal) if it considers that the Applicant or the User falls into any of the following categories:
   1. if all or part of the Registration Details provided to the Company is false, erroneous, or omitted;
   2. if the Company determines that the person is an organized crime groups, member of an organized crime group, a right-wing organization, anti-social forces or other similar entities (hereinafter collectively referred to as the "Anti-social forces"), or is involved in any interaction or involvement with Anti-social forces, such as cooperating or being involved in the maintenance, operation or management of Anti-social forces through funding or other means;
   3. if the person has violated any Agreement with the Company (including these Terms); and
   4. any other cases where the Company determines that the registration is not appropriate.
5. If the User wishes to add number of licenses for the Software, the User shall apply for additional licenses in the manner specified by the Company, including the number of licenses that the User wishes to add and other information specified by the Company, and if the Company approves, the User may use the Software based on the number of licenses added from the first day of the month following the month in which the date of approval falls.

Article 3. (Intellectual Property Rights)

1. The Company owns all patent rights, utility model rights, design rights, trademark rights, copyrights or any other rights (including the right to receive these; hereinafter referred to as the "Intellectual Property Rights") in relation to the Software program, the operating manual and any materials provided by the Company. The Intellectual Property Rights are protected by copyright laws in Japan and overseas, treaties on authors' rights and related rights, and other laws relating to intellectual property rights.
2. The Software is licensed to the User by the Company in accordance with these Terms, and in no event shall the Intellectual Property Rights in the Software be transferred to the User.

Article 4. (Method of Use)

1. The User shall use the Software only for the purpose of comparing images and drawings and any other purposes authorized by the Company.
2. The Software may only be used by one (1) User and one (1) terminal per license (including cases where one (1) User accesses and uses a single terminal remotely), and the Software shall not be used by multiple Users or multiple terminals (including cases where multiple Users access and use a single terminal remotely), regardless of the method used by the User.
3. The User may make the Software available to the User's officers and employees etc. However, the User agrees to designate one (1) User and one (1) terminal per license in accordance with the preceding paragraph and the User shall ensure that the such user complies with these Terms, and accepts that any action by such user shall be deemed to be the action of the User.
4. The User shall not transfer, sublicense, lend or otherwise make the Software available to third parties (excluding officers and employees etc. as users designated by the User under the preceding article.)
5. The User acknowledges that the Software operates only under the environment posted on the Company's website (https://miidel.com/download/), and the Company makes no warranty whatsoever regarding the operation of the Software when installed and used under other operating system environments.

Article 5. (Maintenance Services)

1. This Agreement includes the right to use the upgraded version of the Software (hereinafter referred to as the "Maintenance Service") if the version of the Software is upgraded. However, the User acknowledges and agrees that the User may not be able to use the previous version of the Software prior to such upgrade.
2. Upon request from a User who wishes to upgrade the Software, the Company shall notify the User, by e-mail or other methods, of the necessary procedures for the upgradation and other necessary matters specified by the Company.
3. The Maintenance Service shall be effective from the first day of the month following the month in which the date of Completion of the User Registration falls until the expiration date of the maintenance period. However, if the User does not notify the Company at least one (1) month prior to the expiration of the maintenance period, the said period shall be automatically renewed for the subsequent year under the same conditions, and the same shall apply thereafter.
4. If the maintenance period is renewed in accordance with the provision of the preceding paragraph, the User shall pay for the Maintenance Services for the subsequent one (1) year period in accordance with Article 6.
5. The User may not cancel or terminate the part of these Terms relating to the Maintenance Services.

Article 6. (Fee and Payment method)

1. The User shall pay the usage fee separately determined by the Company in consideration for the use of the Software and Maintenance Services by such date (hereinafter referred to as the "Payment Date") and payment method as specified by the Company. The User shall bear all bank transfer charges that may incur.
2. If the User increases the number of licenses after Completion of the User Registration, the usage fee separately determined by the Company according to the number of licenses increased shall be paid by the User on a monthly pro-rata basis from the month in which the number of licenses increased till the expiration month of the maintenance period. However, fractional days of less than one (1) month shall be converted into one (1) month.
3. In the event that the User delays payment of the usage fee, the User shall pay to the Company liquidated damages at a rate of 14.6% per annum from the day following the payment date until the date of payment.
4. The Company shall not refund any money already received from the User for any reason, including but not limited to a reduction in the number of licenses, suspension of the provision of the Software, or termination of registration as stipulated in Article 13 of these Terms.

Article 7. (User ID and Password)

1. The User shall, at its own risk, properly manage and store the account ID, password, etc. (hereinafter referred to as the "Login Information") related to the Software, and shall not allow a third party to use, lend, transfer, change the name, buy or sell, etc. any of the Login Information. However, this excludes the case where the User makes it available for use to officers and employees etc. as users designated by the User under Article 4.3 of these Terms.
2. The User shall be liable for any damage caused by inadequate management of the Login Information, erroneous use, use by a third party or due to any other reasons.

Article 8. (Prohibited Matters)

The User shall not, during the use of the Software, engage in any act that falls under any of the following items or any act that the Company deems to fall under any of the following items:

1. acts in violation of laws or related to criminal activities;
2. acts against public order and morals;
3. acts such as reproduction, modification, disassembly, de-compilation, reverse engineering or other analysis of the Software;
4. acts that place an excessive burden on the network or system, etc. of the Software;
5. unauthorized access to the Company’s network or systems, etc.;
6. provision of benefits to Anti-social forces, etc.;
7. acts that directly or indirectly cause or facilitate any of the preceding acts; and
8. any other conduct deemed inappropriate by the Company.

Article 9. (Suspension of Provision of the Software, etc.)

The Company may stop or suspend the provision of all or part of the Software without prior notice to the User under any of the following cases:

1. when carrying out inspection or maintenance work on computers or systems related to the Software;
2. when it becomes impossible to provide the Software due to computer or telecommunication line failures, mishandling, unauthorized access, hacking, etc.;
3. if the Software cannot be provided due to force majeure (hereinafter simply referred to as "Force Majeure") such as earthquake, lightning, fire, windstorm, flood, power outage, natural disaster, change in laws and regulations, epidemic, war, internal conflict, etc.; and
4. in any other case where the Company deems it necessary to suspend or discontinue the service.

Article 10. (Notification of Changes)

In the event of any change in the registration details or in the users of the Software or in the terminal used, the User shall notify the Company of such changes without delay in the manner prescribed by the Company.

Article 11. (Non-Warranty and Disclaimer)

1. The Company makes no warranty, express or implied, in respect of the merchantability, fitness for a particular purpose, safety, accuracy, reliability, usefulness, continued use, or that the Software will be free from defects, non-infringement upon any third party’s intellectual property rights, and compliance of the Software (including reports and any other deliverables provided to the User as a result of the use of the Software) with the laws and regulations outside Japan. The Company assumes no liability whatsoever for any damages caused to the User.
2. Any disputes that may arise between the User and a third party in connection with the Software shall be resolved by the User at its own risk, and the Company shall bear no responsibility whatsoever.
3. The Company shall not be liable for any damages suffered by the User due to Force Majeure or reasons attributable to the User or a third party.

Article 12. (Amendments to these Terms)

The Company may amend these Terms as it deems necessary. In the event of any amendments made these Terms, the Company shall inform the User of such amendments, the content of the amendments and the effective date of the amendments via Company's website (https://miidel.com/) or by any other method determined by the Company, and the amended terms shall apply as from the effective date of the amendment.

Article 13. (Cancellation of Registration, etc.)

1. The Company may immediately, without any notice or demand, temporarily suspend the use of the Software, cancel the User's registration, and terminate these Terms (hereinafter referred to as "Cancellation of Registration, etc.") if the User falls under any of the following items:
   1. in the event of a breach of these Terms;
   2. if it is found that false information has been provided under the Registration Details;
   3. in the event of suspension of payment or insolvency, or a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganisation proceedings, special liquidation or any similar proceedings;
   4. if the User has not responded to the Company’s enquiries or other communications requesting a response for more than 30 days;
   5. if it falls under any of the items of Article 2.4; and
   6. in any other case where the Company deems the use of the Software or the continuation of registration as a user to be inappropriate.
2. The Company shall not be liable for any damages incurred by the User due to cancellation of registration, etc. pursuant to the preceding paragraph.

Article 14. (Transfer of Rights and Obligations)

The User may not assign, pledge or otherwise dispose of its status or rights and obligations under these Terms to a third party without the prior written consent of the Company.

Article 15 (Governing Law and Court of Jurisdiction)

1. These Terms shall be governed by and construed in accordance with the laws of Japan.
2. Any and all disputes arising out of or in connection with these Terms shall be finally settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.

Article 16. (Floating Option Provision)

1. Notwithstanding the provisions of these Terms, if the User wishes to use the Software beyond the limit of one (1) User and one (1) terminal per license, the User may apply for the same in a manner separately specified by the Company and use the Software with ten (10) Users and ten (10) terminals per license upon the approval of the Company. Provided however, that such users and terminals must be located at the same address (hereinafter referred to as the "Floating Option").
2. Users who apply for the Floating Option shall pay a floating option fee separately determined by the Company in accordance with Article 6 of these Terms. However, the fee for the Maintenance Service shall be included in the floating option fee.
3. In the event that the Floating Option is terminated and the method of use becomes normal, the User shall, immediately after the Floating Option is terminated, take appropriate action, including uninstalling the Software from the computer on which it is installed, so that the Software can be used by only one (1) User and one (1) terminal per license.
4. Notwithstanding the provisions of the preceding paragraph, the User acknowledges that after the termination of the Floating Option, the number of users and terminals increased by the floating option may be restricted by the operation of the Company.

Last updated: November 13, 2023.