CRITIR Convert Terms of Service

Article 1 (Purpose)

These Terms set forth the rights and obligations between the individual or corporation using the managed conversion service (the "Service") provided by ASOLAB Inc. (the "Company") (such user, the "Customer") and the Company in connection with the Service.

Article 2 (Definitions)

In these Terms, the following terms shall have the meanings set forth below:

1. "Service": the work provided by the Company of converting thermal data submitted by the Customer into a specified format and delivering the result.
2. "Submitted Data": thermal R-JPEG files and similar data, captured by DJI drones or other devices, that the Customer provides to the Company for the Service.
3. "Deliverables": FLIR-compatible R-JPEG or TIFF files that the Company has converted from the Submitted Data.

Article 3 (Description of the Service)

The Service converts thermal R-JPEGs captured by DJI drones (such as H30T, Mavic 3T Enterprise, and Matrice 30T) into FLIR-compatible R-JPEG files that can be opened in FLIR Tools / FLIR Thermal Studio, or into TIFF files for analytical use. The list of supported devices, output formats, and detailed specifications shall be as published on the Company's website (https://convert.critir.jp/en).

Article 4 (Formation of the Agreement)

1. The Customer shall apply for the Service through the form designated by the Company or by email.
2. The Agreement shall be formed when the Company indicates its acceptance of the Customer's application. The Company may decline applications for business reasons or otherwise.

Article 5 (Fees and Payment)

1. The fee for the Service shall be the sum of a per-project base fee and a per-image fee based on volume, in accordance with the fee structure published on the Company's website (https://convert.critir.jp/en#pricing). For international customers, prices are listed in USD, and Japanese consumption tax does not apply to overseas customers eligible for export exemption.
2. As a general rule, after the Service is completed, the Customer shall pay the fee by the date stated on the invoice issued by the Company, using the method designated by the Company.
3. Notwithstanding the preceding paragraph, for customers residing outside Japan or in other cases where the Company deems necessary, the Company may require payment in full or in part in advance before commencing the Service. The Company shall commence the Service upon confirmation of receipt of such advance payment.
4. Payment processing fees, bank transfer fees, intermediary bank fees for international transfers, any taxes or duties imposed in the Customer's jurisdiction, and other costs of payment shall be borne by the Customer.
5. If the Customer fails to pay by the due date, the Company may claim late-payment damages at an annual rate of 14.6%.

Article 6 (Submission)

1. The Customer shall send the Submitted Data to the Company by the means designated by the Company (such as email attachment or shared cloud storage links).
2. The Customer is solely responsible for the content, quality, legality, and rights pertaining to the Submitted Data, and warrants that the Submitted Data does not infringe any third party's rights.

Article 7 (Lead Time and Delivery)

1. The standard lead time for the Service is within three (3) business days from the Company's receipt of the Submitted Data. Large projects (those exceeding 500 images) and other special projects are excluded from this standard, and the Company shall separately notify the Customer of the applicable lead time.
2. The Company will deliver the Deliverables to the Customer by email or via cloud storage designated by the Company.

Article 8 (Unconvertible Data and Re-conversion)

1. If any Submitted Data is corrupted, comes from an unsupported device, or cannot otherwise be converted for technical reasons attributable to the Company, the Company may exclude such data from the Deliverables and from the fee calculation.
2. If a Deliverable contains a clear defect in quality attributable to the Company, the Customer may receive a free re-conversion of the affected file by notifying the Company within seven (7) days from delivery.

Article 9 (Cancellation)

1. Even after the Agreement is formed, the Customer may cancel the Agreement by notifying the Company at any time before the Company begins work on the Service.
2. Notwithstanding the foregoing, if the Company has already started work on the Service, the Customer shall pay the Company an amount equivalent to the actual expenses incurred and the work already performed.

Article 10 (Handling of Submitted Data)

1. The Company shall use the Submitted Data only to the extent necessary to provide and deliver the Service.
2. The Company shall promptly delete the Submitted Data and any copies of the Deliverables held by the Company once thirty (30) days have passed after delivery. The foregoing does not apply where retention is required by law or where the Customer has consented otherwise.
3. The Company shall not disclose or provide the Submitted Data to any third party without the Customer's prior written consent.

Article 11 (Intellectual Property Rights)

1. Copyright and other intellectual property rights in the Submitted Data and the Deliverables shall belong to the Customer or to the rightful holder, and are not transferred to the Company by virtue of the provision of the Service.
2. Intellectual property rights in the know-how, conversion technology, and related software independently developed by the Company in providing the Service shall belong to the Company.

Article 12 (Prohibited Acts)

In using the Service, the Customer shall not engage in any of the following acts:

1. Submitting data that includes content violating laws, regulations, or public order and morals;
2. Submitting data that infringes any third party's rights;
3. Interfering with the operations of the Company or any third party;
4. Using information obtained through the Service to provide a service that competes with the Company; or
5. Any other act that the Company deems inappropriate.

Article 13 (Disclaimers and Limitation of Liability)

1. The Company shall not be liable for any damage suffered by the Customer or any third party arising out of or in connection with the provision of, or inability to provide, the Service, except where the Company is found to have acted intentionally or with gross negligence. In addition, the Company shall not be liable for any special, incidental, indirect, or consequential damages or for lost profits, except where caused by the Company's intent or gross negligence.
2. Where the Company is found legally liable, the scope of liability shall, except where the Company has acted intentionally or with gross negligence, be limited to the amount paid by the Customer to the Company for the project that gave rise to the liability. This limitation does not apply to the extent its application is restricted by the Consumer Contract Act or other mandatory laws.
3. The Company is not liable for loss or damage of the Submitted Data or other accidents, except where caused by the Company's intent or gross negligence. The Customer shall retain a separate copy of the original Submitted Data before submission.

Article 14 (Confidentiality)

Each of the Company and the Customer shall not disclose or leak to any third party, without the other party's prior written consent, any business, technical, or operational secrets of the other party that come to its knowledge through the Service.

Article 15 (Handling of Personal Information)

The Company shall handle the Customer's personal information in accordance with its separately established Privacy Policy (https://convert.critir.jp/en/privacy).

Article 16 (Exclusion of Antisocial Forces)

1. At the time of this Agreement, the Company and the Customer each represent and warrant that they are not, and will not be, a member of an organized crime group, a former member within the past five (5) years, an associate member, a related enterprise, a quasi-member of a similar group, a corporate racketeer, an entity claiming social-movement-style activity for racketeering, a specialized intellectual-violence group, or any party similar to the foregoing (collectively, "Antisocial Forces").
2. If the other party is found to be an Antisocial Force, the Company or the Customer (as applicable) may immediately terminate this Agreement without notice or any other formal procedure.
3. Neither party shall be liable for any damage incurred by the other party as a result of termination under the preceding paragraph.

Article 17 (Termination)

The Company may terminate this Agreement without notice or any other formal procedure if the Customer breaches any provision of these Terms. If the Company suffers damage as a result of such termination, the Customer shall compensate the Company for such damage.

Article 18 (Amendment of the Terms)

The Company may amend these Terms as needed. When amending these Terms, the Company will notify users by posting the amended Terms and their effective date on its website or by other reasonable means. The amended Terms shall take effect from the effective date, and the Customer's use of the Service on or after the effective date shall be deemed acceptance of the amendment.

Article 19 (Consultation)

Matters not provided for in these Terms or any doubt as to their interpretation shall be resolved by good-faith consultation between the Company and the Customer.

Article 20 (Governing Law and Exclusive Jurisdiction)

These Terms shall be governed by and construed in accordance with the laws of Japan. Any litigation arising from these Terms or the Service shall be subject to the exclusive jurisdiction in the first instance of the district court having jurisdiction over the location of the Company's head office.

Article 1 (Purpose)

The purpose of this Agreement is to define the rights and obligations between the Licensor and the Licensee with respect to the Software licensed by the Licensor to the Licensee.

Article 2 (Consent and Grant of License)

Subject to this Agreement, the Licensor grants the Licensee a non-exclusive and non-transferable right to use the Software in Japan and abroad.

Article 3 (Scope of License)

The Licensee may use the Software in accordance with the following:

1. The Licensee may use the Software solely for its own business purposes.
2. For each unit of license to the Software that the Licensee purchases, one account is assigned, and one account may use the Software simultaneously on one operating system within one device. To use the Software simultaneously on multiple operating systems on multiple devices, the Licensee shall obtain additional licenses from the Licensor corresponding to the number of operating systems.
3. The Licensee shall not duplicate, copy, modify, supplement, or otherwise alter all or any part of the Software or its related documentation.
4. The Licensee shall not reverse engineer, disassemble, decompile, or otherwise analyze the source code of the Software.
5. The Licensee is responsible for informing its users of the provisions of this Article and for ensuring their compliance.

Article 4 (No Transfer)

The Licensee shall not, without the Licensor's prior written consent, transfer or otherwise allow any third party to exercise the right of use granted under the preceding Article.

Article 5 (Rights in the Software)

1. Title and all copyrights and other intellectual property rights in and to the Software (including copies thereof) shall belong to the Licensor, and the Licensee shall have no rights with respect to the Software or its related documentation other than the right of use granted under this Agreement.
2. Copyrights and all other intellectual property rights arising from any customization of the Software performed by the Licensor at the Licensee's request (including but not limited to fit-and-gap analysis, requirements definition, high-level design, detailed design, coding, and testing) shall also belong to the Licensor in the same manner as in the preceding paragraph.
3. The Licensee may not sublicense the Software to any third party.

Article 6 (Disclaimer)

1. The Licensor shall not be liable to the Licensee or any third party for any damage arising out of or in connection with the use of, or inability to use, the Software, the provision of, or inability to provide, support services or a maintenance contract, on any cause of action — whether based on breach of contract, tort, strict liability, breach of duty of good faith or reasonable care, non-conformity, breach of warranty, or otherwise — except where the Licensor is found to have acted intentionally or with gross negligence. In addition, the Licensor shall not be liable for any special, incidental, indirect, or consequential damages or for lost profits, except where caused by the Licensor's intent or gross negligence.
2. Where the Licensor is found legally liable, the Licensor's liability shall, except where the Licensor has acted intentionally or with gross negligence, be limited to an amount equivalent to one (1) month of the Software License Fee for the month in which the cause of liability arose. This limitation does not apply to the extent its application is restricted by the Consumer Contract Act or other mandatory laws.

Article 7 (Warranty)

The Licensor makes no warranty whatsoever as to the quality or functionality of the Software, whether used alone or in combination with other software, including without limitation that it is free from defects, will not stop, that the manuals are free from errors, that it meets the Licensee's requirements or purposes, or that it operates properly in the Licensee's device environment.

Article 8 (Liability to Third Parties)

Any dispute with a third party arising from the Licensee's use of the Software due to infringement of copyrights, patents, or other intangible property rights or any other reason shall be resolved by the Licensee at its own cost and responsibility, unless the cause of the dispute lies in software created by the Licensor.

Article 9 (Confidentiality)

Each of the Licensee and the Licensor shall maintain in confidence the contents of the Software, its related documentation, and this Agreement, to the extent not publicly known, and shall not disclose or leak such information to any third party without the other party's prior written consent.

Article 10 (Use of Information)

1. For purposes of license activation, support, updates, prevention of unauthorized use, and quality improvement of the Software, the Licensor may collect identifying information of the device on which the Software is installed, the device name, the type and version of the operating system, license status, error information, and information registered by the Licensee with respect to the use of the Software.
2. The Licensor shall use the information collected under the preceding paragraph only within the scope of the purposes set forth therein, and shall not use it for any other purpose without the Licensee's consent. Personal information of the Licensee shall be handled in accordance with the separately established Privacy Policy.

Article 11 (License Fees)

1. The Licensee shall pay the license fee separately set by the Licensor for the Software (the "Software License Fee").
2. The payment due date and method for the Software License Fee shall be as designated by the Licensor. The Licensee shall bear consumption tax and local consumption tax at the rates in effect at the time of calculation.
3. Bank transfer fees and other costs of payment shall be borne by the Licensee, unless a separate agreement regarding payment method has been entered into with the Licensor, in which case the terms of such agreement shall apply.
4. If the license to the Software ceases to be effective (including where the license is terminated under Article 13, or where use of the Software is discontinued at the Licensee's convenience), the Licensee may not request a refund of all or any part of the Software License Fees paid to the Licensor, except as permitted by applicable law.

Article 12 (Suspension of License)

1. If the Licensee, having purchased a license, fails to pay the Software License Fee by the due date or otherwise breaches any provision of this Agreement, the Licensor may suspend the use of the Software without the Licensee's prior consent ("License Suspension").
2. Following License Suspension, the Licensee may not use the Software without the Licensor's consent. The Licensor shall not be liable for any damage incurred by the Licensee or any third party as a result of License Suspension, except where the Licensor has acted intentionally or with gross negligence. This limitation does not apply to the extent its application is restricted by the Consumer Contract Act or other mandatory laws.

Article 13 (Termination of License)

1. If any of the following occurs, the Licensor may terminate the license to the Software in whole or in part without prior notice or demand to the Licensee. If terminated under this Article, the Licensee shall lose the benefit of time for all obligations arising from use of the Software and shall immediately pay the full amount thereof to the Licensor in lump sum.
   • Using account information in an unauthorized manner;
   • Using the Software for any purpose other than the Licensee's business;
   • Causing damage to the Licensor or any third party;
   • Infringing the property rights, copyrights, patents, or other intellectual property rights or other legally protected interests of the Licensor or any party from whom the Licensor has lawfully obtained rights;
   • Interfering with the Licensor's operations relating to the Software;
   • Breaching any provision of this Agreement; or
   • Any other case that the Licensor deems inappropriate.
2. If the Licensee breaches any of the foregoing items, the Licensee shall, to the extent permitted by law, pay to the Licensor, in addition to compensation for damages caused by the breach, a liquidated penalty equal to three (3) months of the monthly Software License Fee.

Article 14 (Representations Regarding Exclusion of Antisocial Forces)

1. At the time of this Agreement, each of the Licensee and the Licensor represents and warrants that they are not, and will not be, a member of an organized crime group, a former member within the past five (5) years, an associate member, a related enterprise, a quasi-member of a similar group, a corporate racketeer, an entity claiming social-movement-style activity for racketeering, a specialized intellectual-violence group, or any party similar to the foregoing (collectively, "Antisocial Forces"). If the Licensee is a corporation, this representation also extends to its representative, officers, and any party effectively controlling its management.
2. If either party determines that an investigation is needed to assess compliance with the preceding paragraph, the other party shall cooperate with such investigation and submit the materials reasonably necessary therefor.
3. If the other party is found to be an Antisocial Force, the Licensee or the Licensor (as applicable) may immediately terminate this Agreement without notice or any other formal procedure.
4. Neither party shall be liable for any damage incurred by the other party as a result of termination under the preceding paragraph.

Article 15 (Relation to Individual Agreements)

1. The Licensee and the Licensor agree that, in addition to this Agreement, any quote, application form, purchase order, work order, or other terms separately agreed between them (each, an "Individual Agreement") shall apply to this Agreement.
2. In the event of any conflict or inconsistency between the provisions of this Agreement and those of an Individual Agreement, the provisions of the Individual Agreement shall prevail.

Article 16 (Amendment of this Agreement)

The Licensor may amend this Agreement in accordance with Article 548-4 of the Civil Code of Japan. When amending this Agreement, the Licensor will notify users at least thirty (30) days before the effective date of the amended content and the effective date, by posting on the Licensor's website or by other reasonable means. The Licensee's use of the Software on or after the effective date shall be deemed acceptance of the amendment, and the amended Agreement shall thereafter apply to the Licensee.

Article 17 (Consultation)

Matters not provided for in this Agreement or any doubt as to its interpretation shall be resolved by good-faith consultation between the Licensee and the Licensor.

Article 18 (Exclusive Jurisdiction)

Any litigation arising from this Agreement shall be subject to the exclusive jurisdiction in the first instance of the district court having jurisdiction over the location of the Licensor's head office.

Article 19 (Governing Law)

This Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 20 (Effect of Special Provisions)

Where the Licensee and the Licensor have agreed on terms different from those of this Agreement, such terms shall prevail over the corresponding provisions of this Agreement.

Article 21 (Surviving Provisions)

Even after the termination of the license to the Software under this Agreement, the provisions of Article 1 (Purpose), Article 4 (No Transfer), Article 5 (Rights in the Software), Article 6 (Disclaimer), Article 7 (Warranty), Article 8 (Liability to Third Parties), Article 9 (Confidentiality), Article 11 (Software License Fees), Article 18 (Exclusive Jurisdiction), Article 19 (Governing Law), Article 20 (Effect of Special Provisions), and this Article shall remain in effect.

Governing Language

This English version is provided for the convenience of non-Japanese readers. In the event of any inconsistency between this English version and the Japanese version, the Japanese version shall prevail.