Terms and Conditions
(Data Provision and Annotation Services Outsourcing)
NOTICE: This document is an English translation of the Japanese version (https://qleandataset.visual-bank.co.jp/legal/terms-and-conditions) for reference purposes. In case of any conflict between the English and Japanese versions, the Japanese version shall prevail.
amana images inc. (hereinafter referred to as "amanaimages") hereby establishes this Terms and Conditions (hereinafter referred to as "this Agreement") to govern the utilization of material data (hereinafter referred to as "Material Data") owned by amanaimages and annotation services outsourcing (hereinafter referred to as "the Services") commissioned by amanaimages's customers (hereinafter referred to as "Party B") to amanaimages regarding such Material Data.
Article 1 (Purpose)
This Agreement establishes the basic conditions for transactions where Party B commissions amanaimages for the provision of Material Data owned by amanaimages and additional services for annotation information (hereinafter, Material Data and annotation information collectively referred to as "the Data") to be added to such Material Data.
Article 2 (Order Form)
１.
Individual contracts shall be established when Party B applies to amanaimages using the format specified in the schedule A or similar designated order forms, and amanaimages provides written acceptance. If amanaimages does not express acceptance within 5 business days from the date Party B expresses the intention to apply, such application shall be deemed rejected.
２.
In case of conflict between this Agreement and individual contracts, the provisions of individual contracts shall prevail.
Article 3 (License for Use of Material Data, etc.)
１.
amanaimages shall transfer or grant rights license to Party B for the Data within the scope of the intended use, etc., of individual contracts (hereinafter referred to as "the Intended Use, etc.").
２.
Unless otherwise specified in individual contracts, the rights license in the preceding paragraph shall be non-exclusive non-transferable, non-resellable, non-sublicensable license.
３.
When handling of the Data by third parties designated by Party B (including but not limited to Party B's contractors commissioned to develop AI using the Data) occurs, amanaimages's consent shall be obtained in advance through individual contracts or other means. Party B shall be obligated to ensure that such third parties comply with the provisions of this Agreement, and violations by such third parties shall be deemed violations by Party B.
Article 4 (Party B's Obligations and amanaimages's Audit Regarding Material Data)
１.
When the transaction conditions for the Data involve rights licensing, Party B shall appropriately manage and store the Data with the due care of a prudent manager and take necessary measures to prevent data leakage and unauthorized use by third parties.
２.
amanaimages may request Party B to report on the management status of the Data in accordance with separately agreed content.
３.
When amanaimages provides instructions regarding the management of Material Data, Party B shall comply with such instructions.
Article 5 (Annotation Services Outsourcing)
１.
The details of services commissioned by Party B to amanaimages shall be specified in individual contracts.
２.
amanaimages shall perform the Services with the due care of a prudent manager and faithfully comply with each provision specified in this Agreement and individual contracts.
３.
amanaimages and Party B shall each designate a person responsible for the Services, notify the other party, and make such person responsible the contact point for both parties. Instructions, requests, communications, etc., regarding the Services shall be communicated to the other party through the responsible person.
４.
Party B may provide amanaimages with image data and other data owned by Party B (hereinafter referred to as "Party B Data") and commission services to add annotation information to Party B Data. In this case, Party B represents and warrants that amanaimages's handling of Party B Data does not infringe upon third-party rights.
５.
Party B shall deliver Party B Data to amanaimages using methods designated by amanaimages in advance, and amanaimages shall bear no responsibility for performance delays due to delays in providing Party B Data, format defects, or other reasons attributable to Party B.
６.
amanaimages shall deliver the deliverables in accordance with individual contract provisions. Party B shall conduct inspection within 5 business days from the date deliverables are delivered and notify amanaimages of the results. If no notification of inspection results is provided by Party B within 7 business days from delivery, such inspection shall be deemed passed.
７.
If defects are discovered in part of the data as a result of the inspection in the preceding paragraph, amanaimages shall promptly make corrections. The provisions of the preceding paragraph shall apply mutatis mutandis to re-inspection of corrected deliverables.
８.
Upon Party B's notification of acceptance or deemed acceptance, delivery of the deliverables shall be completed, and amanaimages's obligations regarding such portion shall be deemed fulfilled.
Article 6 (Payment)
１.
The amount and timing of consideration to be paid by Party B to amanaimages for transactions involving the Data shall be specified in individual contracts, and payment shall be made by bank transfer to a bank account separately designated by amanaimages. Transfer fees shall be borne by Party B. If no specific provisions regarding payment due dates are made in individual contracts, payment shall be made based on the number of Data items delivered, with month-end closing for the month of delivery and payment by the end of the following month.
２.
In case of delay in the payment deadline specified in the preceding paragraph, Party B shall pay amanaimages, in addition to principal payment, late payment damages at an annual rate of 14.6% (calculated on a daily basis with 365 days per year) until the principal is fully paid.
Article 7 (Warranties, etc.)
１.
amanaimages warrants to Party B that it has lawfully and properly acquired Material Data and that amanaimages solely owns the copyright to Material Data or has received copyright license from third parties.
２.
amanaimages makes no warranties regarding the accuracy, validity, completeness, suitability and fitness for Party B's intended purposes and currency of the content of the Data (including captions, keywords, descriptions, etc., added to Material Data as annotation information), or that it does not infringe upon third-party intellectual property rights other than copyrights specified in the preceding paragraph or other rights.
３.
When amanaimages and Party B determine that Material Data provided by amanaimages to Party B in the state provided under this Agreement directly infringes upon validly established patent rights, copyrights, or other intellectual property rights (including rights equivalent to these in foreign countries) of third parties worldwide, and a lawful claim is filed against Party B or legal proceedings are initiated (hereinafter referred to as "Claims, etc.") for such reason, the response policy to Claims, etc., and cost burden related to Claims, etc., shall be determined through mutual good faith consultation.
４.
In addition to the preceding paragraph, when amanaimages and Party B discover that third parties are infringing upon intellectual property rights related to Material Data, measures to be taken to eliminate such infringing acts and cost burden shall be determined through mutual good faith consultation.
Article 8 (Prohibited Matters)
１.
Party B shall not, nor shall it permit any third party to, engage in any of the following acts (hereinafter, together with acts specified in paragraph 2, referred to as "Prohibited Matters"):
①
Using the Data for purposes other than the Intended Use, etc., regardless of commercial or non-commercial purposes (including acts of publishing or disclosing the Data to third parties through web page posting, flyer or material inclusion, or other methods).
②
Reselling, distributing, transferring, lending, transmitting, or setting security interests in the Data or its usage rights to third parties, regardless of commercial or non-commercial purposes.
③
Using all or part of the Data to create or sell services similar to Data provision or products similar to the Data.
④
Using specific subjects in the Data through cropping, trimming, or other processing or editing in ways that infringe upon portrait rights, publicity rights, trademark rights, copyrights, or other rights of subjects.
⑤
Using all or part of the Data as all or part of trademarks, trade names, service marks, or other product indications for registration or recording.
⑥
Using the Data to damage the reputation or credit of Data subjects, for defamatory purposes, or other unlawful purposes. When subjects are people, using them in ways that create misunderstandings that such subjects hold specific religious or political beliefs, create misunderstandings that they are patients of specific diseases, or using them in ways that subjects might find unpleasant.
⑦
Using the Data in ways that create misunderstandings of partnership or cooperation with Data subjects, or create misunderstandings that Data subjects recognize or support users' or third parties' commercial activities or services.
⑧
Using all or part of the Data for purposes contrary to public order and morals, or regardless of whether contrary to public order and morals, using it for pornography (including child pornography), sex industry, fraudulent business practices, adult sites, dating sites, antisocial forces, etc.
⑨
Storing the Data on servers or hard disks for purposes other than the Intended Use, etc., without amanaimages's prior consent.
⑩
Using the Data in violation of special restrictions separately set by amanaimages for each Data.
２.
Regarding generative AI usage within the Intended Use, etc., Party B shall not perform or cause third parties to perform the following acts:
①
Using the Data with the intent to create misunderstandings that content generated using the Data was created by humans (Not generated by AI).
②
Using the Data to provide advice in medical, legal, accounting, tax, financial, or other professional fields without lawful authority.
③
Using the Data to develop models that may cause misunderstandings to third parties, models that may be used for illegal or improper purposes, or models that may cause damage to users.
④
Using the Data to generate information or content (including but not limited to still images and videos) that infringes or may infringe upon third-party intellectual property rights, portrait rights, publicity rights, trademark rights, copyrights, privacy rights, or other rights.
⑤
Using the Data to develop models that may damage third-party reputation or defame third parties.
⑥
Using the Data for generating or providing political content (including distribution during election campaigns).
⑦
Using the Data to generate spam, ransomware, worms, Trojan horses, viruses, or other malware.
⑧
Using the Data to generate content containing damaged data or files that may destroy harmful, confusing data or third-party data.
⑨
Using the Data to generate harassing, abusive, violent, or excessively aggressive content toward third parties based on race, creed, gender, social status, ethnicity, country of origin, serious illness or disability, age, or sexual orientation.
⑩
Using the Data to generate content containing pornographic material or explicit nudity, content with violent or bloody depictions, or content that promotes or glorifies violence.
⑪
Using the Data to impersonate third parties, misrepresent relationships with third parties, or display false information.
⑫
Using the Data for purposes that violate applicable laws and regulations, regardless of intent.
３.
To prevent third parties from violating Prohibited Matters, Party B shall implement measures satisfactory to amanaimages and report to amanaimages regarding the content of such measures upon amanaimages's request.
４.
When violations of Prohibited Matters by Party B or third parties are confirmed or may occur, Party B shall promptly report to amanaimages and implement measures satisfactory to amanaimages in accordance with amanaimages's instructions.
５.
When Material Data is not provided by amanaimages but owned by Party B previously, the provisions of this Article shall not apply to such Material Data.
Article 9 (Rights Attribution)
The establishment of this Agreement and individual contracts means licensing, not sale of the Data, except when specifically provided otherwise in individual contracts. The conclusion of this Agreement or individual contracts does not transfer copyrights or other intellectual property rights related to the Data to Party B, and all such rights are reserved to amanaimages or third parties who have granted rights to amanaimages.
Article 10 (Subcontracting)
amanaimages may subcontract all or part of the Services to third parties, which are imposed obligations equivalent to those amanaimages bears under this Agreement by amanaimages.
Article 11 (Personal Information Handling)
１.
amanaimages shall comply with the Personal Information Protection Act of Japan Law and other related laws in Japan and regulations regarding personal information received from Party B or learned in the course of performing the Services, and shall take necessary measures for its security management.
２.
When Party B uses personal information contained in the Data for its own purposes, Party B shall be obligated to comply with applicable laws at its own cost and responsibility.
Article 12 (Data Breach Response Measures)
When Party B discovers Material Data leakage or other use of Material Data in violation of conditions specified in this Agreement or laws and regulations, Party B shall promptly notify amanaimages and take proper action at Party B's cost and responsibility. When such leakage or violation causes damage to amanaimages, Party B shall be responsible for compensating such damage (including reasonable attorney fees).
Article 13 (Confidentiality)
１.
amanaimages and Party B shall strictly maintain as confidential any technical, commercial, or other business confidential information of the other party learned under this Agreement that is clearly marked as confidential (hereinafter referred to as "Confidential Information") and shall not disclose it to, or allow its disclosure by, any by, any third parties or use it for purposes other than performing this Agreement. However, this shall not apply to information that the party receiving the Confidential Information proves falls under any of the following:
①
Information already owned at the time of receipt or lawfully obtained from authorized third parties without confidentiality obligations, regardless of before or after receipt.
②
Information that was already publicly known at the time of receipt.
③
Information that became publicly known after receipt through no fault of the receiving party.
④
Information independently developed without using the other party's Confidential Information.
２.
When courts, administrative agencies, supervisory authorities, or other public institutions in Japan and foreign countries request disclosure of this contract's content or Confidential Information received from the other party based on laws, regulations, etc., and there are no reasonable grounds to refuse, the party disclosing such Confidential Information may make such disclosure after giving reasonable advance notice to the other party so that appropriate measures for information protection can be taken. However, when advance notification is impossible due to unavoidable circumstances, prompt notification shall be made after the fact (such disclosure shall be limited to the scope of the request and disclosure destinations).
３.
Notwithstanding paragraph 1, amanaimages and Party B may disclose Confidential Information to attorneys, certified public accountants, and other advisors who are legally or contractually obligated to maintain confidentiality, and to third parties who need to know for performing this Agreement (limited to cases where they are bound by confidentiality obligations equivalent to this Agreement).
Article 14 (Termination)
１.
amanaimages or Party B may terminate all or part of this Agreement without notice when the other party falls under any of the following:
①
Violating provisions of this Agreement and failing to remedy the violation despite notice with reasonable period.
②
When bills or checks are dishonored.
③
When applications for attachment, provisional attachment, provisional disposition, or auction are filed, or when subject to tax delinquency disposition.
④
When applications for bankruptcy, corporate reorganization, or civil rehabilitation are filed, or when entering liquidation.
⑤
When attempting to dissolve or transfer all or important parts of business to third parties.
⑥
When there are reasonable grounds to believe that financial or credit status has deteriorated or may deteriorate.
⑦
When other similar circumstances arise.
２.
Termination based on the preceding paragraph does not preclude damage claims.
３.
When amanaimages or Party B falls under any of paragraph 1, they shall naturally forfeit the benefit of time regarding all monetary obligations to the other party and shall immediately pay them.
４.
When amanaimages or Party B terminates this Agreement under paragraph 1 provisions, they shall bear no liability for any damage caused to the other party.
Article 15 (Limitation of Liabilities)
When amanaimages and Party B suffer damage (including reasonable attorney fees) due to reasons attributable to the other party regarding performance of this Agreement, they may claim compensation for such damage from the other party. However, each party’s liability shall be limited to direct and actual damages, and neither party shall be liable for any indirect, consequential, incidental, or other damages beyond direct and actual damages. In such cases, the upper limit of damage compensation amounts claimable by both parties shall not exceed the total order amount of individual contracts related to such damage.
Article 16 (Terms)
１.
The validity period of this Agreement shall be the validity period of individual contracts. However, unless either amanaimages or Party B notifies the other party of non-renewal 1 month before the contract expiration date, this Agreement shall automatically renew for 1 year under the same conditions, and the same shall apply thereafter.
２.
Notwithstanding the preceding paragraph, amanaimages and Party B may terminate this Agreement prospectively by written notice to the other party 3 months in advance. Even after Agreement termination, individual contracts already established and Agreement provisions necessary for executing individual contracts shall remain valid until completion of such individual contracts.
Article 17 (Post-Termination Measures)
１.
During the validity period of this Agreement and after its termination, when Party B violates Agreement provisions (after Agreement termination, Agreement provisions that survive based on the following paragraph) and fails to remedy violations despite notice with reasonable period, Party B shall return to amanaimages or destroy all Material Data, documents, and Confidential Information provided by amanaimages (including copies), delete copies, and when amanaimages requests, submit written certification of such destruction or deletion to amanaimages.
２.
Even after Agreement termination, provisions of Article 3, Article 4, Article 6, Article 7, Article 8, Article 9, Article 10, Article 12, this Article, Article 19, and Article 20 shall remain valid. However, Article 10 (Confidentiality) shall be valid for 3 years after termination.
Article 18 (Legal Compliance)
１.
amanaimages and Party B represent that they do not fall under any of the following and warrant that they will not fall under any of the following in the future:
①
They (including officers and employees) are organized crime groups, persons who have not passed 5 years since ceasing to be organized crime group members, organized crime group-related companies, corporate racketeers, social movement racketeers, political activity racketeers, special intelligence organized crime groups, or similar persons, or persons having close relationships with organized crime groups or organized crime group members or other antisocial forces (hereinafter collectively referred to as "Organized Crime Group Members, etc.").
②
Their business is under the control of Organized Crime Group Members, etc.
③
Their business is recognized as utilizing the power of Organized Crime Group Members, etc., employing Organized Crime Group Members, etc., to gain improper financial benefits, or utilizing Organized Crime Group Members, etc., for the purpose of using their power.
④
They are recognized as providing funds to Organized Crime Group Members, etc., providing conveniences, or giving improper preferential treatment.
２.
In addition to the preceding paragraph, amanaimages and Party B shall comply with laws, administrative orders, and guidance (including but not limited to laws regarding corruption prevention, money laundering, and organized crime group exclusion) related to Agreement consent and performance.
３.
When the other party falls under any of the following, amanaimages and Party B may immediately terminate all or part of this Agreement without notice:
①
Violating either of the preceding two paragraphs.
②
Using themselves or third parties for (i) violent demanding acts, (ii) unreasonable demanding acts exceeding legal responsibilities, (iii) threatening words or violent acts in transactions, (iv) acts of spreading rumors, using fraud or force to damage the other party's credit or interfere with business, (v) other similar acts.
４.
When amanaimages or Party B terminates this Agreement under the preceding paragraph provisions, they shall bear no liability for any damage caused to the other party.
５.
Article 12, paragraph 3 provisions shall apply mutatis mutandis to termination based on paragraph 3.
Article 19 (Notice)
１.
All notices, requests, and communications made by amanaimages and Party B under this Agreement shall be made by sending written documents to the notice addresses in individual contracts by registered mail with delivery confirmation, facsimile transmission, or email transmission, and shall become effective when they reach the other party (for registered mail with delivery confirmation, when delivered or should have been delivered). However, such notice addresses may be changed by notifying the other party of the address change using methods specified in this Article.
２.
Party B is obligated to always notify amanaimages of the latest contact information. When the notice in the preceding paragraph does not reach Party B due to negligence of this obligation, the notice shall be deemed to have reached when it should have originally reached, and amanaimages shall bear no responsibility for damage suffered by Party B as a result.
Article 20 (Assignment)
amanaimages and Party B cannot assign or provide as security all or part of rights acquired under this Agreement or their positions under this Agreement to third parties without the other party's prior written consent.
Article 21 (Entire Agreement)
This Agreement constitutes the complete agreement and understanding between amanaimages and Party B regarding this Agreement and individual contracts, and supersedes all agreements and understandings between amanaimages and Party B prior to individual contract conclusion, whether written or oral.
Article 22 (Governing Law)
Japanese law shall govern the application, establishment, effectiveness, performance, and interpretation of this Agreement and individual contracts.
Article 23 (Jurisdiction)
The Tokyo District Court shall be the exclusive agreed jurisdiction court of first instance for all disputes between amanaimages and Party B regarding this Agreement and individual contracts.
Article 24 (Amendments)
amanaimages may amend all or part of this Agreement within the scope permitted by law without prior consent from Party B. Such Agreement amendments shall be made through amanaimages's notification to Party B or publication on Party B's managed website, and the amended Agreement content shall apply after the transition.
Established: July 22, 2025
