These Terms of Use ("Terms") constitute the agreement ("Agreement") between pratya LLC ("Company") and the customer ("Customer") who use the anomaly detection service LotusEye ("Service", as defined in Section 1(d)) provided by Company. By using the Service, Customer is deemed to have agreed to these Terms. Therefore, please read these Terms carefully before using the Service.

(a) "Affiliate" refers to any entity that is directly or indirectly controlled by Company or Customer, where "control" means owning directly or indirectly at least 51% of the shares or interests of the entity.

(b) "Authorized User" refers to employees, agents, and contractors of Customer and of its Affiliates.

(c) "Customer Data" means any data uploaded to the Service by Customer or Authorized Users.

(d) "Service" refers to the anomaly detection service LotusEye provided by Company, which includes any additions and modifications made thereto from time to time in accordance with this Agreement.

2.1 These Terms apply to Customer's use of the Service unless explicitly agreed otherwise in writing between the parties. By using the Service, Customer is deemed to have accepted the conditions set forth in these Terms.

2.2 In accordance with these Terms, Company grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to use the software provided in the Service for the purpose of anomaly detection in equipment using Customer's sensor data.

Authorized Users are permitted to use the Service for the same purposes as granted for Customer under Section 2.2. However, Customer is responsible for ensuring that all Authorized Users comply with the terms of these Terms and is liable for all acts and omissions of its Affiliates or Authorized Users.

Customer shall not, and shall not permit any third party to, except as permitted under these Terms:

(a) use the Service for purposes other than those specified in Section 2.2;

(b) copy, modify, or rely on any part of the Service, attempt to create or distribute a similar service;

(c) decompile, attempt to decompile, disassemble, reverse engineer, or use any other means to understand the underlying technology of the Service;

(d) access any part of the Service in order to build a competing product or services;

(e) use the Service to provide services to third parties; or

(f) license, lease, transfer, assign, disclose, or otherwise commercially exploit the Service.

5.1 Any models generated by Customer using the Service shall not be used to make decisions pertaining to the business problems of third parties other than Customer.

5.2 Company shall be entitled to cancel Customer’s access to, or modify, any models of Customer at any time.

5.3 Notwithstanding any other provision of these Terms, Company does not undertake any obligations regarding warranties, availability, maintenance, or support for the free version of the Service.

6.1 All intellectual property rights associated with the Service, including any software provided as part of the Service, are owned by Company or its licensors. Customer does not have any ownership, copyright, patent, trademark, or other intellectual property rights in the Service, except for the rights explicitly granted under this Agreement.

6.2 Customer remains the owner of any data or reports generated through the use of the Service ("Generated Customer Data"). However, Company may use such Generated Customer Data in anonymized form for the purposes of improving the Service, developing new products or services, and creating associated analytical and statistical information.

6.3 Customer must not alter or remove any copyright or other proprietary notices included in the software or other materials provided by Company.

6.4 If it is alleged that the Customer’s use of the Service infringes the intellectual property rights of a third party, Company will, at its own expense, defend Customer and take necessary measures to protect Customer. However, Customer must immediately notify Company of any such claims, provide full cooperation, and allow Company the exclusive right to defend and settle such claims.

7.1 Either party shall be entitled to immediately terminate this Agreement by written notice if:

(a) a material breach remains uncured within 30 days following written notice of the breach;

(b) the other party becomes subject to bankruptcy proceedings, or to civil rehabilitation, corporate reorganization, liquidation, or any other proceedings for the distribution of assets for the benefit of creditors, or enters into any agreement concerning the compromise, extension, or rearrangement of substantially all of its obligations.

7.2 Company shall be entitled to terminate this Agreement by written notice if:

(a) Customer breaches the provisions of Section 4 (Restrictions on Use) or Section 10 (Customer Data);

(b) it becomes legally undesirable in the country where Customer operates or accesses the Service to continue business operations or to provide the Service.

7.3 Except as permitted by these Terms, all fees are non-refundable.

7.4 Upon termination or expiration of this Agreement for any reason, the following shall apply:

(a) sections 7(Termination), 9 (Proprietary Rights), 11 (Confidentiality), 12 (Disclaimer), and 14 (General Provisions) shall survive the termination or expiration of this Agreement, along with any other provisions necessary to achieve the purposes of this Agreement;

(b) all licenses granted under this Agreement shall immediately terminate, and the Customer must immediately cease using the Service; or

(c) rights, remedies, obligations, or liabilities that have arisen prior to the termination date shall not be affected by the termination of this Agreement.

8.1 The Service is available free of charge or for a fee as specified in a fee schedule of the Service.

8.2 All payments under this Agreement shall be made in full by Customer without any setoff, deduction, or withholding.

8.3 In the event of non-payment, Company may suspend support, maintenance, and the Customer's access to the Service.

9.1 The Service and its associated intellectual property are owned by Company and its licensors. Subject to the licenses granted under these Terms, Company retains all rights, title, and interest in the Service and any other technologies used to provide them, exclusively and solely.

9.2 All improvements, modifications, corrections, and derivatives created through the Service shall be considered part of the Service for the purposes of this Agreement and shall be owned by Company.

10.1 Customer shall comply with all applicable laws and regulations regarding the use of the Service.

10.2 Company will process Customer Data only to the extent necessary to perform its obligations under this Agreement.

10.3 Customer represents and warrants that it has the necessary rights and permissions to provide Customer Data to Company.

10.4 Customer shall not use or allow others to use the Service for the following purposes:

(a) any illegal or fraudulent activities;

(b) infringing the rights of others; or

(c) compromising the security, integrity, or availability of users, networks, computer or communication systems, software applications, or network or computing devices.

10.5 In the Service, Company shall be entitled to delete Customer Data or suspend the Customer’s access to the Service if:

(a) deletion or blocking of Customer Data is necessary to protect the security or integrity of the Service, Company, or third parties; or

(b) it is necessary to respond to law enforcement or other governmental agencies.

11.1 "Confidential Information" means all information that one party or its affiliates ("Discloser") discloses to the other party ("Recipient"), which is designated as confidential at the time of disclosure or should reasonably be considered confidential due to the nature of the information and the circumstances surrounding the disclosure.

11.2 Recipient shall:

(a) not use the Discloser’s Confidential Information for any purpose outside of this Agreement;

(b) not disclose such Confidential Information to any person or entity other than on a need-to-know basis;

(c) ensure that anyone Confidential Information is disclosed to is bound by written obligations of confidentiality in place with Recipient; and

(d) take reasonable measures to protect the confidentiality of such Confidential Information.

11.3 If Recipient is legally compelled by applicable law, court order, or rules of any stock exchange on which it is listed, to disclose Confidential Information, Recipient shall provide written notice to Discloser to the extent legally permissible before any such disclosure and allow Discloser to intervene in any proceeding to protect its interests in the Confidential Information, to the extent under the Recipient’s control.

11.4 Confidential Information does not include information that:

(a) was rightfully in the Recipient’s possession or known to it without any restriction prior to receipt;

(b) becomes publicly known through no breach of this Agreement;

(c) is independently developed without use of any of the Discloser’s Confidential Information; or

(d) is rightfully obtained from a third party without breach of any confidentiality obligation.

11.5 Notwithstanding the foregoing, neither the Customer nor any Authorized Users shall upload any Confidential Information to the systems provided by Company as part of the Service, and Company shall not be liable for any such uploads.

12.1 Customer acknowledges that the accuracy of models created by the Service is dependent on Customer Data used to build the models. Company gives no warranties and assumes no liability as to the accuracy, correctness, or completeness in live operation of any models used by the Service, or for any predictions made by the Service.

12.2 Except as specified in Section 12.5, Company shall not be liable for any reliance by Customer on the anomaly detection or similar functionalities or predictions provided by the Service.

12.3 Except as specified in Section 12.5, neither party shall be liable for:

(a) loss of revenue or profits;

(b) damage to business reputation;

(c) business interruption;

(d) loss of data; or

(e) indirect, special, punitive damages, even if advised of the possibility of such damages by the other party.

12.4 Except as specified in Section 12.5, the liability of each party for damages payable to the other party, or in the case of Company, to Customer or its Affiliates, shall be limited as follows:

The liability of each party shall not exceed 100% of the total fees paid (or payable) to the Company during the preceding year. In respect of any damages becoming payable in respect of the first year, the sum shall be the total amount of actual fees paid up to the point when the liability arose.

12.5 In this Agreement, neither party's liability is limited in the event of:

(a) willful misconduct or gross negligence;

(b) in the case of Customer, (i) breaches of Section 4 (Restrictions on Use) or Section 10 (Customer Data), and (ii) payment of fees; or

(c) any matters which by law may not be excluded or limited.

12.6 Customer is responsible for managing the IDs and passwords of the accounts it uses within the Service. Company is not liable for any damages arising from the leakage of such IDs and passwords, except where the leakage is due to the Company’s willful misconduct or gross negligence.

Company collects personal data from the Customer's employees and related parties, including Customer itself, as necessary for accessing the Service and providing support. The contact data collected includes contact information and employment details such as employer and job title. This contact data is used for administrative purposes, account management, provision of the Service, billing, notifying customers about new products or product updates, and compliance with contractual and legal obligations. The processing of contact data is carried out in accordance with our Privacy Policy.

14.1 Company may modify these Terms under the following circumstances: in such cases, Company will notify Customer by posting the modified Terms and the effective date of the changes on the Service or the Company’s website, or by any other method designated by Company. In the case of (b), Company will provide notice of the changes a reasonable period before the effective date. The modified Terms will take effect from the effective date.

(a) when the modification of the Terms is in the general interest of Customer; or

(b) when the modification of the Terms is not contrary to the purpose of the contract, and the necessity of the changes, the reasonableness of the content after the changes, and other relevant circumstances are deemed reasonable.

14.2 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if part of it were deleted, such provision shall apply with the necessary modification to achieve the intent of this Agreement.

14.3 Neither party may assign their rights under this Agreement without the prior written consent of the other party.

14.4 Neither party shall be liable for failure to perform their obligations under this Agreement due to causes beyond their reasonable control. This includes acts by any government, governmental agency, or third parties other than the parties (Authorized Users are excluded), such as interference with Internet traffic or blocking of any web pages ("Force Majeure"). If Force Majeure continues for more than 30 days, either party may terminate this Agreement by giving written notice to the other party.

14.5 Customer acknowledges that Company may refer to the Customer’s trade names and logos and briefly describe the Customer’s business in its marketing materials and on its website.

14.6 All disputes relating to these Terms shall be governed by Japanese law and are exclusively subject to the jurisdiction of the Tokyo District Court.

14.7 These Terms are prepared in Japanese and translated into English. The Japanese version is the original and the English version is for reference only. In case of any conflict between the two language versions, the Japanese version shall prevail.