Terms of Use

This is a translation provided for convenience. The Japanese text is authoritative; see the Japanese terms, 製品利用規約. Article 28 of these terms says so as well.

These are the terms of use (the “Terms”) setting out the conditions on which you may use the AI visual inspection software “AITrainer” and “Inspection Designer” provided by OUEN Co., Ltd. (“we”, “us”, “our”), and the equipment that goes with them. Please read the Terms carefully and use the software only if you agree to them. Unless you agree to the Terms, you may not use the System (see Article 2, item 4). You are deemed to have agreed to the Terms when you begin using the System.

Article 1 (Purpose)

The purpose of the Terms is to set out what you must observe when using the System.

Article 2 (Definitions)

The following defined terms are used in the Terms.

“the Software” means the AI visual inspection software “AITrainer” and/or “Inspection Designer” provided by us.
“the Software Materials” means, collectively, the Software, the specifications, instructions, manuals and other documents and data relating to the Software, and the Software’s USB dongle.
“the Equipment” means the equipment required in order to use the Software: specifically, hardware we have developed for the Software, together with cameras, lenses, lighting, computers and the like.
“the System” means, collectively, the Software Materials and the Equipment.
“the Contract” means the licence agreement for the Software Materials formed between you and us under Article 3, paragraph 1, on the conditions set out in the Terms.

Article 3 (Licence of the Software Materials)

If you wish to use the Software Materials, you shall notify us. After we present a quotation, the Contract is formed between you and us, on the conditions set out in the Terms, when a licence agreement for the Software Materials stating the matters in the following items is executed (or when you issue a purchase order to us and we accept that order by an order acknowledgement).

The type and content of the Software
The number of licences
The form of licence (subscription or perpetual)
The delivery date
The method of delivery
The licence period (for a subscription)
The place of use
The licence fee
The payment date

We grant you a non-exclusive licence to use the Software Materials for a fee, on the conditions set out in the Contract, so far as you use them within your own premises for the purpose of introducing, or considering introducing, a visual inspection system that uses the Software Materials (together, the “Purpose”).

Article 4 (Licence fee)

You shall pay us the licence fee for the Software Materials in accordance with the Contract, by transfer to the bank account we separately specify. Transfer charges are borne by you.

Article 5 (Delivery of the Software Materials)

We shall deliver the Software Materials to you in accordance with the Contract.

Article 6 (Licence period)

The term of the Contract is the licence period stated in the agreement referred to in Article 3, paragraph 1 (or in the purchase order accepted by an order acknowledgement). On expiry of that term, you must stop using the Software Materials immediately, in accordance with Article 9. Where the licence is perpetual, the Contract remains in force unless it terminates under another provision of the Contract.

Article 7 (Conditions of use)

You shall provide the environment we recommend for running the System. We bear no liability whatsoever for defects or faults arising from a failure to do so.

The Software contains open source software. You shall use the Software in compliance with the conditions attaching to that open source software.

Article 8 (USB dongle)

The USB dongle is a security device that guarantees the uniqueness of a licence of the Software. You shall use and keep the USB dongle with the care of a prudent manager. If the USB dongle is damaged, impaired or lost and you wish to be supplied with a replacement, you shall return the dongle itself to us and pay the reissue fee we separately present. Where the dongle itself cannot be returned because it has been lost or the like, you shall in principle pay the licence fee for the Software Materials again.

Article 9 (Return of the Software Materials)

On termination of the Contract (whether by expiry of the term, rescission, cancellation or any other cause), you must immediately delete the Software installed on your machines. You must also promptly return the other Software Materials to us (for the avoidance of doubt: the specifications, instructions, manuals and other documents and data relating to the Software, and the USB dongle). The costs of deletion and return are borne by you.

Article 10 (Sale and loan of the Equipment)

We sell the Equipment, or lend it for a fee, as you request. If you wish to purchase or borrow the Equipment, please tell us. Where the Equipment is lent, you shall use and keep it with the care of a prudent manager; if you damage, impair or lose it, or put it in a state in which it cannot be returned, you shall, as we direct, bear the cost of repair or compensate us for the loss we suffer as a result.

Article 11 (Support services)

We provide first-time implementation support and other support for a fee. If you wish to have support services, please tell us. Some Contracts include some support at no charge; please ask us for the details.

Article 12 (Ownership of rights)

All copyright and other intellectual property rights in the System belong to us, except in respect of parts of the Equipment developed by other companies. No rights are transferred or licensed to you other than those expressly granted by the Contract or by written agreement between you and us.

As to feedback you give us about the System (suggestions for improvement, requests and the like), we have a non-exclusive, perpetual and irrevocable right to use, modify and reproduce it at no charge.

Article 13 (Infringement of third-party rights)

If a third party makes a demand, complaint or other assertion against you on the ground that the System infringes their intellectual property or other rights, you shall resolve it at your own cost and on your own responsibility. We bear no liability whatsoever in respect of such a demand.

Article 14 (Restrictions on use)

You shall not do any of the following without our prior consent in writing (including by electromagnetic means such as email).

Use the System other than for the Purpose.
Reproduce, adapt, translate, alter, amend or change the System, or do anything else that brings about, or may bring about, a change in the nature or composition of the System. This does not apply to downloading the Software and installing it on your machines with our permission.
Reverse engineer, decompile or disassemble the System, or otherwise elucidate, discover or reconstruct its source code, or attempt to do so.
Circumvent, tamper with, disable or remove the security or usage-restriction measures or functions of the System, or otherwise impair those measures or functions.
Transfer, lend, sublicense, pledge, distribute, publicly transmit or otherwise dispose of the System to a third party, or allow a third party to use it. Where you do any of these things with our prior written consent, you shall impose on that third party obligations equivalent to those you owe under the Contract, and you bear full responsibility for that third party’s performance of them.
Reproduce, transfer, provide, disclose or publish the data and information obtainable through use of the System. This does not apply to reproducing or transferring that data and information onto machines within your organisation for which we have granted a licence of the Software.

You shall use the System within the normal range of use appropriate to its application, function and specification. Use for special applications demanding a high degree of safety or reliability is at your own responsibility.

Article 15 (Warranty for the System)

Where a defect, fault or the like arises within six months of the delivery date of the System (or, for Equipment for which we have separately presented a period, within that period), and it is reasonably confirmed that the defect is attributable solely to us, we will provide, free of charge and within a reasonable scope and at our election, replacement, repair or another appropriate remedy for the affected part of the System. Where the cause is attributable to both you and us, or where it is difficult to separate the causes, we and you shall discuss it and share the cost reasonably between us. Where the cause is attributable solely to you, we bear no liability whatsoever.

Even within the period above, we bear no liability for defects or faults falling under the following items.

Those arising from conditions of use, operating environment, handling or application contrary to the Contract, the specifications, the instructions or the manuals, or from other causes attributable to you
Those arising from your products and software or those of a third party, including:
・Updates to, specification changes in, or the end of support for an operating system
・Updates to or discontinuation of drivers, libraries or other third-party software
・Specification changes to, end of manufacture of, or loss of compatibility in hardware
・Specification changes to or discontinuation of cloud services, APIs or other external services
Those arising from repair or modification by anyone other than a contractor we have designated
Those arising from your not having provided safety devices, functions or structures required by law or by ordinary standards
Those arising from your neglect of periodic inspection or replacement of consumable parts
Those arising from force majeure, including natural disaster, fire, flood, earthquake, typhoon, power failure, failure of communication lines, the enactment or amendment of laws, or an order or disposition by a public authority

Article 16 (Disclaimers)

Where we reasonably judge it necessary, we may revise, enhance, correct, update, patch, newly release or otherwise change all or part of the Software without notice. We are not, however, obliged to make any such change.

We do not warrant that the System is free of errors, that it will run without interruption, that all defects will be resolved or resolved immediately, or that we will issue an update to resolve a defect.

We give no warranty of any kind, express or implied, in respect of the System or any data or information obtainable through its use, including any warranty of fitness for a particular purpose, merchantability, accuracy, completeness, usefulness, reliability, title or non-infringement of third-party rights, and any warranty arising from a course of dealing, a course of performance or trade usage. Nor do we warrant that the System complies with the laws of any country, or that your use of it does not contravene them.

We bear no liability whatsoever for indirect, incidental, special, punitive or consequential loss, lost profits, loss of data or loss of business opportunity, whatever the cause of action — breach of contract, tort, product liability, breach of warranty or otherwise.

In no event shall our total liability to you in damages exceed the total amount you paid us in the twelve months before the day the loss arose.

Article 17 (Early cancellation)

You may cancel the Contract early by giving us one month’s notice in writing (including by electromagnetic means such as email). Even then, no licence fee or other sum you have paid us will be refunded.

Article 18 (Discontinuation of the System)

Where there is an unavoidable reason, we may discontinue the System and bring the Contract with you to an end prospectively, by giving you one month’s notice. In that case, and only where a licence fee has been prepaid under a subscription, we will refund to you the licence fee for the remaining period. Where the licence is perpetual, no refund is made.

You represent and warrant as follows.

That neither you nor your officers, employees or the like are an organised crime group, a company affiliated with one, a corporate racketeer or any equivalent party, or a member of one (together, “anti-social forces”).
That you will not enter into the Contract by allowing anti-social forces to use your name.
That you will not, yourself or through a third party, engage in violent demands, threatening conduct, obstruction of business or other conduct falling under anti-social forces, against us.

Where we reasonably judge that you have breached any item of the preceding paragraph, we may rescind the Contract without any demand being required.

Where the Contract is rescinded under the preceding paragraph, you are liable to compensate us for all loss we suffer. We bear no liability whatsoever for loss you suffer through the rescission.

Article 20 (Rescission of the Contract)

Where you fall under any of the following items, we may immediately rescind all or part of the Contract without any demand being required.

You breach any provision of the Contract and, having been served with a demand from us to remedy the breach, fail to remedy it after the period of that demand has passed
There has been gross negligence or an act of bad faith towards us
You are subject to attachment, provisional attachment, provisional disposition or disposition for delinquent taxes, or an application is made against you, or you apply yourself, for voluntary liquidation, special liquidation, the commencement of corporate reorganisation proceedings, civil rehabilitation proceedings or bankruptcy
You suspend payments or become unable to pay
You dishonour a bill or cheque, or are subject to a suspension of transactions by a clearing house
There is a marked decline in your financial resources, or a significant change in your business affecting them
You are subject to a disposition for delinquent taxes and public dues
Any other serious circumstance equivalent to the preceding items arises that makes it difficult to continue the Contract

Where you fall under any item of the preceding paragraph, you automatically lose the benefit of time in respect of all monetary obligations you owe us, and shall pay them immediately.

Article 21 (Confidentiality)

You shall keep confidential, with the care of a prudent manager, all technical and commercial information relating to the System that we provide or disclose; you shall not use it for any purpose other than the Purpose without our prior written consent, and shall not disclose or leak it to a third party. When the Contract ends, or when we so request, you shall return the confidential information to us as we direct, or destroy it after putting it beyond recovery.

Article 22 (Damages)

If either you or we cause loss to the other in connection with performance of the Contract, that party must immediately compensate the other for the loss suffered.

If you fail to pay a monetary obligation under the Contract by its due date, you shall pay default interest at the rate of 14.6% per annum on the unpaid amount, from the day after the due date until payment in full.

Article 23 (No assignment of rights or obligations)

You shall not, without our prior written consent, have a third party succeed to your position under the Contract, or assign to, have assumed by, or pledge to a third party all or part of the rights and obligations arising from the Contract.

Article 24 (Export control)

You shall not export or otherwise deal with the System in contravention of the applicable laws of any country or of an order of an administrative or judicial authority, including those relating to export control or to economic or trade sanctions or restrictions, and shall not otherwise act in contravention of them.

Article 25 (Surviving provisions)

The second sentence of Article 7, paragraph 1; Article 9; the second sentence of Article 10; Articles 12, 13, 14, 15 and 16; the second sentence of Article 17; the second and third sentences of Article 18; Article 19, paragraph 3; Article 20, paragraph 2; and Articles 21 to 30 survive termination of the Contract.

Article 26 (Precedence between an order and the Terms)

Where there is a contradiction or discrepancy between the agreement referred to in Article 3, paragraph 1 (or the purchase order accepted by an order acknowledgement) and the Terms, the agreement (or the purchase order accepted by an order acknowledgement) prevails.

Article 27 (Changes to the Terms)

We may change the Terms at our discretion. If you use the System after a change to the Terms, you are deemed to have agreed to the changed Terms. After your agreement, the changed Terms apply as the content of the Contract.

Article 28 (Language)

The Terms are prepared in Japanese. Where there is a contradiction between the content of the Terms as prepared in Japanese and the content of a translation into another language, the Japanese content prevails.

Article 29 (Governing law and jurisdiction)

The Terms are governed by Japanese law, regardless of the principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract.
The Tokyo District Court has exclusive jurisdiction by agreement in the first instance over any dispute relating to the Terms. However, where your head office (or, for an individual, your place of residence) is in a country or region outside Japan, all disputes, controversies or differences arising out of or in connection with the Contract shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The place of arbitration is Tokyo, Japan, and the proceedings are conducted in Japanese.

Article 30 (Matters for discussion)

Where a question arises in the performance of the Contract, and as to matters not provided for in the Contract, the parties shall discuss it and seek a resolution in good faith.

Revision history: enacted 4 February 2026