Defective Image Generative AI Terms of Service

These Terms of Service (hereinafter referred to as the "Terms of Service") set forth the terms and conditions of use of the "Defective Product AI Service" (hereinafter referred to as the "Service") provided by RUTILEA, Inc. (hereinafter referred to as the "Provider"). By using the Service, user of the Service (hereinafter referred to as the “User”) are deemed to have agreed to these Terms of Service, so please read these Terms of Service carefully before using the Service.

Article 1. Application

1. The contents of the Service and the rights and obligations between Provider and User shall be set forth in Terms of Service.
2. In the event that the Provider separately presents terms of use for the Service to User other than Terms of Service, such terms of use shall constitute a part of Terms of Service, and the User shall use the Service in accordance with such terms of use in addition to Terms of Service.
3. In the event of any conflict between the provisions of Terms of Service and the preceding paragraph, the provisions of Terms of Service shall prevail.

Article 2. Usage Contract

1. A person who wishes to use the Service shall apply for use of the Service by providing the necessary information in an application form provided by the Provider, and upon receipt of the application form and acceptance of said application by the Provider, a contract for use of the Service (hereinafter referred to as the "Usage Contract") shall be formed between said applicant and the Provider.
2. Provider shall notify the User of the IDs, passwords, etc. (hereinafter referred to as "IDs.") required for the Service, if any, after the conclusion of the Usage Contract.
3. If the applicant in Paragraph 1 falls under any of the following items, the Provider may refuse to set forth the Usage Contract, and shall not be obligated to disclose any reason for such refusal.

　(1) In the event that all or part of the information provided to the Provider is false, erroneous, or omitted.
　(2) If we determine that the applicant is Antisocial forces (This means organized crime groups, members of organized crime groups, right-wing groups, antisocial forces, and other persons similar thereto. The same shall apply hereinafter), or is involved in any interaction or involvement with Anti-social forces, such as cooperating or participating in the maintenance, operation or management of Anti-social forces through the provision of funds or otherwise.
　(3) If the Provider determines that the person has violated a contract with the Provider in the past or is related to such a person.
　(4) If applicant has ever been subjected a termination action as stipulated in these Terms of Service.
　(5) In any other cases in which we deem it inappropriate for the applicant to use the Service.

4. In the event of any change in the information provided to the Provider at the time of application, the User shall notify the Provider of such change without delay.

Article 3. Contents of this Service

1. This Service uses AI to generate images of good/defective products based on product images (hereinafter referred to as "Provided Images") and information (hereinafter referred to as "Provided Information") received from the User. However, depending on the method of provision of the Service, the Provider may provide the Service as a service that generates only images of defective products, and in such case, the Provider shall clearly notify the user to that effect in advance.
2. The Service is provided via the Internet, and User shall use the Service through a web browser, or an application designated by the Provider for the Service.
3. We grant to the User a non-exclusive, non-transferable, and non-sublicensable right to use the Service to the extent prescribed by us, and the user may use the Service in accordance with the provisions of these Terms of Service.

Article 4. IDs

1. User shall manage and store IDs necessary for use of the Service at their own risk, and the Provider shall not be liable for any damage caused by theft, loss, or unauthorized use by a third party. In addition, when a User's IDs is used, the Provider shall consider such use by the User, and the User shall be liable for any and all acts conducted using the User's IDs and the results thereof, regardless of the reason.
2. User shall not allow a third parties to use, lend, transfer, change the name of, or sell, etc., their IDs.
3. In the event of theft or leakage of IDs or in the event that IDs are lost or are suspected of being used by a third party against the User's will, the User shall immediately notify the Provider to that effect and follow the Provider's instructions.

Article 5. Usage Fee

User shall pay a separately specified usage fee to the Provider by the date specified by the Provider. However, the fee may be waived during a trial period specified separately by the Provider.

Article 6. Provided Images

1. The User shall provide to the Provider, free of charge, the number of supplied images required for the generation of the generated images, as separately specified by the Provider.
2. Images generated through this Service may be either good/defective images or only defective images, depending on the method of provision, which shall be clearly indicated in advance for each method of provision. In either case, the type of Provided Images and Provided Information specified by the Provider will be required according to the type of image you wish to have generated.
3. In the event that the Provided Images or Provided Information is incomplete or insufficient (including but not limited to scratches on the product in the provided images), we may not be able to properly distinguish between good and defective products, for which we assume no responsibility whatsoever.

Article 7. Generated Images

1. Upon receipt of the Provided Images, the Provider shall immediately begin generating the generated images and shall deliver them to the User as soon as the generation of the generated images is complete, but only by uploading them to a drive separately agreed upon by the User. However, the Provider may not be able to generate the generated Images immediately due to the availability of the system used to generation or other factors, and the User acknowledges and agrees in advance not to raise any objections in this regard.
2. Generated images cannot be defined in detail due to their AI-generated nature.
3. If the User wishes to generate a generated image of a defective product based on a hypothesis, the Provider may generate a generated image based on hypothesis using AI, but the Provider shall not be responsible for the accuracy of said hypothesis, the usability of the generated image, or its usefulness.
4. The generated images are provided on an "AS IS" basis, and except as expressly provided in these Terms of Service, Provider make no warranty of any kind with respect to the generated images.
5. We are not responsible for any loss of generated images that occur after delivery.

Article 8. Confidentiality Clause

1. The party shall retain the business or technical information of the other party disclosed in connection with the Service (hereinafter referred to as "Confidential Information"), and shall not disclose or leak such information to any third party, nor reproduce it except with the prior written approval of the other party. However, the following information shall not be considered Confidential Information.

　(1) Information already in the recipient's possession at the time of receipt.
　(2) Information that is publicly known at the time of receipt or that becomes publicly known after receipt for reasons not attributable to the recipient.
　(3) Information legitimately obtained from a third party that does not violate confidentiality obligations after receipt.
　(4) Information independently developed or created without the disclosed Confidential Information.

2. The party shall not use Confidential Information disclosed by the other party for any purpose other than the provision or use of the Services.
3. The party may disclose Confidential Information to a third party only with the prior written approval of the other party and only after imposing on the third party the same confidentiality obligations as in the Usage Contract.

Article 9. Personal Information

The Provider properly manage Personal Information in accordance with the provisions of the Act on the Protection of Personal Information and the Provider's Privacy Policy (https://rutilea.com/privacy-policy/).
Provider may use and disclose information, data, etc. provided by User as statistical information in a form that does not identify individuals.

Article 10. Recommissioning

Provider may sub-consign all or part of the work related to the Service to a third party at Provider’s responsibility. Upon entering into a contract with such third party for the protection of Confidential Information and Personal Information in advance, the Provider may provide information on User, including Confidential Information and Personal Information, to the extent necessary to achieve the purpose of the consignment, and User shall consent to this in advance.

Article 11. Intellectual Property Rights

1. Except for intellectual property rights related to Provided Images, all intellectual property rights (including intellectual property rights related to generated images) related to the Service belong to the Provider. User may not reproduce or otherwise use the intellectual property beyond the scope of this agreement in any manner or form without our prior consent.
2. Provider shall grant a free of charge license to the User to use the copyrights reserved to Provider based on the preceding paragraph to the extent necessary for the use of the Service.
3. The User grants Provider a free of charge license to use the Provided Images to the extent necessary to provide this service.
4. The party shall not exercise their own rights of authorship against the other party for use within the scope of the preceding two paragraphs.
5. The consideration for the transfer of rights and processing of rights set forth in this Article shall be included in the Usage fee.

Article 12. Prohibitions

Users shall not engage in any of the following acts.

　(1) Use of the Service for the development of competing services for the Service.
　(2) Reproduction (including downloading), adaptation, or provision to a third party of all or part of the Service or its contents.
　(3) Mirroring to all or part of the Service or its contents.
　(4) Decompiling, disassembling or reverse engineering.
　(5) Acts that place an excessive load on the network or system of the Service.
　(6) Any act that infringes or may infringe on the honor, privacy, credit, or property rights of the Provider or any third party.
　(7) Use or provision of computer viruses or other harmful programs through or in connection with the Service.
　(8) Acts that violate or may violate laws and regulations or offend public order and morals.
　(9) Acts that directly or indirectly cause or facilitate any of the aforementioned acts.
　(10) Any action that may interfere with the operation or provision of this service.
　(11) Other activities that the Provider deems inappropriate.

Article 13. Service Suspension

1. The Provider may suspend provision of the Service in any of the following cases.

　(1) When unavoidable for system maintenance, or construction of telecommunications equipment necessary to provide this service, or when unavoidable failures occur in these areas.
　(2) When we recognize the possibility of significant damage to the User or a third party as a result of providing the Service.

2. In addition to the preceding paragraph, the Provider may suspend provision of the Service due to any of the following reasons.

　(1) Failure or misconfiguration of equipment owned by the User.
　(2) Defects or abnormalities in software, etc. developed by third parties.
　(3) Disconnection of communication lines such as the Internet, telecommunications carriers' lines, and internal lines of carriers on which the subject system is installed, or malfunctions or abnormalities in communication.
　(4) Fire, natural disaster or other force majeure.

3. When the Provider suspends the provision of service pursuant to the provisions of each item of Paragraph 1, it will notify the User to that effect in advance. However, this does not apply in the case of an emergency. In such cases, the Provider shall notify the User promptly after the fact.
4. Provider shall not be liable for any damage incurred by Users or other third parties as a result of suspension of the Service or other measures taken pursuant to the provisions of this Article.

Article 14. Disclaimers and Indemnification

1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, THE PROVIDER DOES NOT GUARANTEE THAT THE SERVICE WILL BE SUITABLE FOR THE USER'S SPECIFIC PURPOSE, OR THAT IT WILL HAVE THE EXPECTED FUNCTIONS, COMMERCIAL VALUE, ACCURACY, OR USEFULNESS, OR THAT THE USER'S USE OF THE SERVICE WILL CONFORM TO THE LAWS AND REGULATIONS APPLICABLE TO THE USER OR THE INTERNAL RULES OF AN INDUSTRY ORGANIZATION, OR THAT DEFECTS WILL NOT OCCUR. THE PROVIDER MAKES NO WARRANTY THAT THE USE OF THE SERVICE BY USER WILL CONFORM TO THE LAWS AND REGULATIONS APPLICABLE TO USER OR THE INTERNAL RULES OF INDUSTRY ASSOCIATIONS, OR THAT DEFECTS WILL NOT OCCUR.
2. IN THE EVENT THAT A USER VIOLATES THESE TERMS OF SERVICE OR OTHERWISE CAUSES DAMAGE TO THE PROVIDER IN RELATION TO THE USE OF THE SERVICE, USER SHALL INDEMNIFY THE PROVIDER FOR ANY AND ALL DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS REQUIRED FOR MEASURES TAKEN TO RESTORE THE IMAGE OF THE PROVIDER AND THE SERVICE, COSTS FOR DAMAGES TO THIRD PARTIES, LITIGATION COSTS, AND LEGAL FEES, ETC.) SUFFERED BY THE PROVIDER.
3. IN THE EVENT THAT A USER RECEIVES A CLAIM FROM ANOTHER USER OR OTHER THIRD PARTY OR HAS A DISPUTE WITH SUCH A PERSON IN RELATION TO THE SERVICE, THE USER SHALL IMMEDIATELY NOTIFY THE PROVIDER OF THE CONTENTS OF SUCH CLAIM OR DISPUTE, HANDLE SUCH CLAIM OR DISPUTE AT THE USER'S EXPENSE AND RESPONSIBILITY. THE USER SHALL, UPON REQUEST FROM THE PROVIDER, REPORT TO THE PROVIDER ON THE PROGRESS AND RESULTS OF THE DISPUTE.
4. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE, EVEN IF A USER SUFFERS DAMAGES AS A RESULT OF THE PROVISION OF THE SERVICE BY THE PROVIDER (INCLUDING INTERRUPTION, SUSPENSION, UNAVAILABILITY, LOSS OF DATA, MALFUNCTION, DEFECT, ETC. OF THE SERVICE), THE PROVIDER SHALL NOT BE LIABLE FOR COMPENSATION FOR SUCH DAMAGES UNLESS THERE IS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF THE PROVIDER.
5. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE, OUR LIABILITY TO THE USER SHALL BE LIMITED TO AN OBLIGATION TO COMPENSATE FOR DAMAGES UP TO THE TOTAL AMOUNT OF THE USAGE FEES ACTUALLY RECEIVED.

Article 15. Change of Terms of Service

1. The Provider may change the contents of the Service or discontinue all or part of the Service without obtaining the User's consent.
2. The Provider may change all or part of the Terms of Service, and after such change, the User shall use the Service in accordance with the latest amended Terms of Service.
3. The Provider shall notify User in advance by an appropriate method if the Provider changes or discontinues the Service or modifies these Terms and Service.
4. If the user uses the Service after the notification in the preceding paragraph, or if the User does not file an objection within 30 days from the date of notification, the User is deemed to have agreed to the content of said change.

Article 16. Assignment

1. User may not transfer, lend, or offer as collateral their contractual position regarding the Service.
2. In the event that the Provider transfers its business pertaining to the Service to a third party, the Provider may transfer its position, rights, and obligations under the Agreement, as well as information obtained by the Provider through the Service, to the transferee of such business transfer, and the User shall agree to such transfer in advance. The business transfer stipulated in this paragraph shall include not only ordinary business transfers, but also corporate divestitures and any other cases in which business is transferred.

Article 17. Term

The term of the Usage Contract shall be one (1) year from the date of the conclusion date. However, the term shall be extended for the same period under the same conditions unless the Provider or the User expresses its intention to terminate the contract in writing at least three (3) months prior to the expiration date, and the same shall apply thereafter.

Article 18. Termination

1. In the event that the User falls under any of the following items, the Provider may immediately terminate the Usage Contract and suspend the provision of the Service without prior notice or demand.

　(1) In the event of violation of any provision of these Terms of Service
　(2) If you have not responded to our inquiries or other communications requesting a response for 30 days or more
　(3) In any other cases where the Provider deems the use of the Service to be inappropriate.

2. Regardless of the reason for termination, the usage fees already paid by the User shall not be refunded.

Article 19. Anti-Social Forces

1.Each party warrants that, (i) it is not an Anti-social force, does not engage in any transactions with any Anti-social forces, does not provide funds or facilities to any Anti-social forces and does not have any relationships or interactions with any Anti-social forces; and (ii) no Anti-social forces are involved in the management of the party.
2. If either party breaches the warranties in preceding paragraph, the party shall immediately notify the other party and the other party shall be entitled to i) terminate the Usage Contract immediately, and ii) make a claim for indemnity for the damage and loss suffered by it due to such breach, and all amounts owed by the breaching party to the other party shall become due immediately and payable and the breaching party shall immediately pay such amounts.

Article 20. Notice 

1. Notices or communications from the User to the Provider and from the Provider to the User shall, unless otherwise specified, be made by e-mail or other means deemed appropriate by the Provider.
2. Notices given by the Provider to users within the Service or by e-mail shall become effective at the time the Provider sends said notices. In the event that the Provider uses other methods, such notice, etc. shall take effect when the period reasonably necessary for such notice to reach the User has passed.
3. Notices set forth in the preceding paragraph shall take effect regardless of whether or not the User actually receives or is aware of the notice.
4. Users shall promptly notify the Provider of any change in the trade name, head office address, representative directors, or contact information for the person in charge and the person in charge as specified at the time of application for the Service.

Article 21. Governing Law and Jurisdiction

1. These Terms of Service shall be governed by and construed in accordance with the laws of Japan.
2. In the event of any dispute arising out of or in connection with these Terms of Service or the Service, the parties agree to submit to the exclusive jurisdiction of the Kyoto District Court as the court of first instance.

Article 22. Good Faith Negotiation

Any question arises concerning the contents of Usage Contract or any matter not stipulated in Usage Contract, the Provider and the User shall consult with each other in good faith to resolve the matter.