“ailia DX Insight” EVALUATION LICENSE AGREEMENT PLEASE READ THIS “ailia DX Insight” EVALUATION LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. THIS AGREEMENT IS A CONTRACT BETWEEN AX INC. (HEREINAFTER REFERRED TO AS "AX") AND YOU (HEREINAFTER REFERRED TO AS THE "CUSTOMER"). BY INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE SOFTWARE. 1. Definitions. 　　　The following capitalized terms shall have the meanings ascribed to them in the respective Items below: (i) “Software” refers to AX’s software “ailia DX Insight”. (ii) “Agreement” refers to the “ailia DX Insight” EVALUATION LICENSE AGREEMENT. This Agreement includes documents such as the manual for the Software. (iii) “External AI Services” refers to the services such as LLM or Generative AI provided by third parties that are compatible with the Software. (iv) “Input Contents” refers to the prompts and questions that the Customer inputs in the Software. (v) “Output Contents” refers to the outputs generated by the Software or an External AI Services using AI technology. (vi) “License File” refers to the license certification file to activate the Software. 2. License Grant. 2.1 Subject to the terms and conditions of the Agreement, AX hereby grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Software for the Purpose of Use. 2.2 Customer shall use the Software at Customer’s own responsibility and discretion, knowing that the technical aspects of the Software using AI technology may include erroneous, inaccurate or hallucinatory information in the Output Contents. 3. Purpose of Use. 　　　The use of the Software shall be limited to the evaluation purpose only. 4. External AI Services. 4.1 Customer may use the External AI Services through the Software by integrating APIs or LLM models of the External AI Services with the Software. 4.2 Customer shall review and agree to the terms of use and privacy policy of the External AI Services at Customer’s own responsibility and discretion before integrating and using the External AI Services through the Software. 4.3 Customer shall bear all costs incurred from the use of the External AI Services. 4.4 Customer acknowledges that when using the Software's RAG (Retrieval-Augmented Generation) feature, portions of the content from the files referenced by the Customer, along with the Input contents, may be transmitted to the External AI Services, and agrees to use the feature with this understanding. 5. License Fee. 　　　The License shall be granted free of charge. 6. Ownership. 　　6.1 Copyrights, patents, trademarks, know-how, and any and all intellectual property rights in or to the Software (including the rights to obtain the registered protection under those rights, collectively, hereinafter referred to as “Intellectual Property Right”) shall remain the property of AX or other licensor who licensed to AX. Intellectual Property Right of the Software is not expressly transferred or assigned to Customer or a third party under the Agreement. 　　6.2 The rights to the Input Contents are reserved by the Customer. 7. Support. 　　　AX is not obliged to provide support for version updates, bug fixes or inquiry response regarding the Software. 8. Restrictions. 　　　Unless otherwise expressly permitted in the Agreement, Customer shall be prohibited to and shall not engage in the activities set forth in the following Items: (i) To change, modify or remodel the Software; (ii) To reverse-engineer, decompile or disassemble the Software or otherwise attempt to create derivative works of or derive the source code from the Software; (iii) To make a number of copies of the Software beyond the necessary number for the Purpose of Use; (iv) To disclose, assign, sell, sublicense, rent, lend, lease or otherwise dispose of the Software to a third party; (v) To remove or delete any copyrights notices or other proprietary rights label of AX included in or on the Software; (vi) To use the Software regarding life sustaining, nuclear, hazardous environments requiring fail-safe performance, or other applications in which failure of the Software could reasonably be expected to result in personal injury, loss of life or catastrophic physical or property damage; (vii) To use the Software for purposes classified as "UNACCEPTABLE RISK or High Risk" in the "Artificial Intelligence Act" adopted by the European Parliament on March 13, 2024; (viii) To use the Software regarding violation of law, public policy or property rights of any third party; (ix) To intentionally provide Input Contents that circumvents the design or operating limitations of the Software (such as jailbreaking, prompt leaks, adversarial prompts); (x) To engage in other activities which is inappropriate for the proper usage of the Software. 9. Confidentiality. 　　　Customer shall hold the confidential information which is made available and designated to be confidential or proprietary by AX (hereinafter referred to as the “Confidential Information”) in confidence and may disclose such Confidential Information only to its officers and employees who have a need to know the Confidential Information for the Purpose of Use. Customer shall not disclose or provide the Confidential Information to any third party without prior written approval of AX. 10. Disclaimer. 　　　THE SOFTWARE AND ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS AND AX DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, AND THE WARRANTY OF ACCURACY OR LEGALITY OF THE OUTPUT CONTENTS. 11. Limitations of Liability. 　11.1 UNLESS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE AGREEMENT, IN NO EVENT WILL AX BE LIABLE FOR DAMAGES, LOSSES OR INJURIES ARISING FROM THE SOFTWARE OR THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, EXPECTATION OR RELIANCE DAMAGES AND OTHER DAMAGES WHATSOEVER, SUCH AS ANY DIMINUTION OF GOODWILL, LEAKAGE OF DOCUMENTS AND INPUT CONTENTS ,LOSS OF DATA IN COMPUTER SYSTEM, UNDER ANY THEORY OR CAUSE OF ACTION. 　11.2 PROVIDED THAT IN THE CASE THAT THE ABOVE DAMAGES, LOSSES OR INJURIES IS CAUSED INTENTIONALLY OR WITH GROSS NEGLIGENCE BY AX, AX SHALL BE RESPONSIBLE FOR THE LIABILITY TO COMPENSATE THE DIRECT DAMAGE INFLICTED ON CUSTOMER. AND SUCH LIABILITY OF AX SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY CUSTOMER TO AX UNDER THIS AGREEMENT. 　11.3 CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD AX HARMLESS AGAINST ANY THIRD PARTY CLAIM OR ACTION, LIABILITY OR OBLIGATION ASSERTED TO CUSTOMER ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE OR THE AGREEMENT AND SUCH CLAIM OR ACTION, LIABILITY OR OBLIGATION SHALL BE SETTLED AT THE RESPONSIBILITY AND COST OF CUSTOMER. 12. Term and Termination. 　12.1 The Agreement shall be effective from the date Customer agrees to it until the expiration date specified in the License File. 　12.2 AX may terminate all or any part of the Agreement by giving prior notice to Customer. 　12.3 If Customer breaches any provision of the Agreement and fails to cure or remedy such breach within a reasonable period of time which AX designates, AX may terminate all or any part of the Agreement. For the avoidance of doubt, AX reserves the right to demand compensation for damages to Customer notwithstanding the termination of the Agreement under this Paragraph. 　12.4 Upon the termination of the Agreement, Customer shall immediately terminate the use of the Software. 13. Change of the Software. 　　　AX reserves the right to update or modify the Software at any time for the purpose of improving the Software, including the addition, alteration or deletion of functions. AX shall not be liable for any responsibilities or damages resulting from such changes. 14. Survival. 　　　Article 9 (“Confidentiality”), Article 10 (“Disclaimer”), Article 11 (“Limitation of Liability”), Article 12 (“Term and Termination”), Article 13 (“Change of the Software”), Article 14 (“Survival”) and Article 15 (“Others”) of the Agreement shall survive any termination or expiration of the Agreement. 15. Others. 15.1 In the event that any provision of the Agreement is held by a court to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and enforceable. 15.2 AX may amend the Agreement in the following case, (1) such amendment to the Agreement conforms to the general interest of the Customer, or (2) such amendment to the Agreement does not run afoul of the purpose of the Agreement, and it is reasonable in light of the circumstances concerning the amendment such as the necessity of the amendment, the appropriateness of the details of the amended conditions, and the details of such provisions. 15.3 In the case of amendment according to Article 15.2, AX shall specify the date when the amendment takes effect, and make the intention to amend the Agreement, the details of the amended Agreement, and the date when the amendment takes place known by AX’s webpage or notification to Customer. 15.4 AX may inspect and investigate, upon prior written notice, Customer’s compliance with the Agreement during business hours at Customer’s facility when AX deems it reasonably necessary. 15.5 Customer may not assign the Agreement or any of its rights hereunder to any third party without prior written approval of AX. 15.6 Customer acknowledges and agrees that AX may seek, in addition to any other right to damages, an injunction from a court of competent jurisdiction. 15.7 Any notice to Customer under the Agreement shall be sent at the contact addresses (such as e-mail address) as may be notified to AX by Customer. 15.8 The Agreement shall be governed by and construed in accordance with the laws of Japan without conflict of law principles. 15.9 The Tokyo District Court shall have exclusive jurisdiction and venue in connection with all disputes pertaining to or arising under the Agreement as a court of first instance. 15.10 The Parties further agree to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data or the Software. Accordingly, neither party shall sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data or the Software directly or indirectly to any person, firm, entity, country or countries prohibited by Japan, U.S. or other applicable laws. 15.11 The failure by either party at any time to enforce its rights under the Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of the Agreement. No waiver by either party will be valid unless given in an appropriate writing signed by the Party giving such waiver. [Revision] Ver1.0_2024/08/02